IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

WOOD DALE CHIROPRACTIC, LTD.,

on behalfofitselfand a class,

Plaintiff,

V.

DRFIRST.COM, [NC.,

and JOHN DOES 1-10,

t2 c 780

Judge Leinenweber

Magistrate Judge Y aldez

Defendants.

ORDER FINALLY APPROVING THE SETTLEMENT

On May 29, 2013, this Court entered an order granting preliminary approval (the

"Preliminary Approval Order") of the settlement between Plaintiff, on its own behalf and on

behalf of the Settlement Class (as defined below), and Defendant, as memorialized in the

Settlement Agreement (the "Settlement Agreement").

On November 6, 2013, the Court held a fairness hearing (the "Fairness Hearing"), for

which members of the Settlement Class had been given appropriate notice and were invited,

including those with any objections. An opportunity to be heard was given to all persons

requesting to be heard in accordance with the Preliminary Approval Order. [No persons

appeared in Court seeking to address the proposed settlement.] Having considered the Parties'

Settlement Agreement, Plaintiffs Memorandum in Support of Final Approval of the Class

Action Settlement and all other evidence submitted,

IT IS HEREBY ORDERED THAT:

l. This Court has jurisdiction over Plaintiff, Defendant, members of the Settlement

Class, and the claims asserted in the Litigation.

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2. The Settlement Agreement was entered into in good faith following arm's length

negotiations and is non-collusive.

3. This Court grants hnal approval of the Settlement Agreement, including but not

limited to the releases in the Settlement Agreement, and finds that it is in all respects fair,

reasonable, and in the best interest of the Settlement Class. Therefore, all members of the

Settlement Class who have not opted out (i.e., NP Insight,LLC; Hans Hinterkopf, PA, Charlene

Thorburn, Stephen Finger, New Beginning Cardiology, P.A., Calhoun Chiropractic Wellness

Center / Dr. Justin P. Calhoun, DC; Fort Wayne Spine & Joint / Nathaniel Hiss, DC; Dorothy

Self; Atlantic Dermatology, LLC; Texas Oncology / Sally M. Knox, M.D., Hildebrando Salinas,

M.D., Sammy J. Horton, M.D., John E. Morrow, Gulf Coast Medical Center Physical Therapy,

Inc. / S.M.S., D.O., P.A., and Donna F. Davies, Psy.D., P.A.) are bound by this Order Finally

Approving the Settlement and the Settlement Agreement.

Class Certification

4. The previously certified class (the "Settlement Class") is now finally certified

pursuant to Federal Rule of Civil Procedure 23(a) and (b)(3):

All persons and entities with facsimile numbers who, on or after

February 3,2008, through and including February 23,2012, were

sent faxes by or on behalf of defendant DrFirst.com, Inc.

promoting its goods or services for sale (the "Settlement Class").

5. The Court finds that certification solely for purposes of settlement is appropriate

in that (a) the class is so numerous that joinder of all members is impracticable; (b) there are

questions of law and fact common to the class that predominate over any questions affecting

only individual class members; (c) Plaintiff s claims are typical of the claims of the class; (d)

Plaintiff will fairly and adequately protect the interests of the class; (e) Edelman, Combs,

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Latturner & Goodwin, LLC is adequate class counsel; and (f) a class action is the superior

method for the fair and efficient adjudication of this controversy.

6. Wood Dale Chiropractic, Ltd. is designated as representative of the Settlement

Class.

7. Daniel A. Edelman and Heather Kolbus of Edelman, Combs, Latturner and

Goodwin, LLC are appointed as Settlement Class Counsel.

8. The certification of the Settlement Class is non-precedential and without prejudice

to Defendant's rights if the Settlement Agreement and this Order Finally Approving the

Settlement do not become effective as provided in the Settlement Agreement.

Class Notice

9. The Class Notice (as described in the Settlement Agreement) fully complies with

the requirements of Federal Rule of Civil Procedure 23(c)(2XB) and due process, constitutes the

best notice practicable under the circumstances, and is due and sufficient notice to all persons

entitled to notice of the settlement of the Action. The Court has approved the forms of notice to

the Settlement Class.

10. With respect to the Settlement Class, this Court finds that certification is

appropriate under Federal Rule of Civil Procedure 23(a) and (bX3). Notice was given by

facsimile to each Settlement Class Member on the Fax List whose identity could be identified

through reasonable effort. Notice to Class members whose fax numbers are not on the Fax List

or otherwise in the possession of Defendant took place by Publication Notice. Publication

Notice was published in The American Chiropractor and Physician's Practice on July, 2013 and

July-August, 2013 issues, respectively. Settlement Class Counsel also posted the Settlement

Agreement (without exhibits) and Fax Notice (excluding the claim form) on their firm's website,

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www.edcombs.com. The Settlement Agreement (without exhibits) and Fax Notice was also

posted on a dedicated website created by the Class Administrator. These forms of Class Notice

fully comply with the requirements of Rule 23(c)(2)(B) and due process, constitute the best

notice practicable under the circumstances, and are due and sufficient notice to all persons

entitled to notice of the settlement of this lawsuit. The 8 claim forms submitted after the

September 23, 2013 deadline are allowed. Therefore, 4,696 claims have been submitted for

4,7 3 4 settlement shares.

Obiections and Opt-Outs

11. Two objections were submitted by FAN Eldercare, Inc. and Timothy T. Schultz,

D.O. These objections have been reviewed and considered by this Court. Neither objection

presents a valid legal or factual objection to this Settlement. Accordingly, the objections

submitted by FAN Eldercare, Inc. and Timothy T. Schultz, D.O. are overruled. FAN Eldercare,

Inc. and Timothy T. Schultz, D.O. shall be considered part of the Settlement Class and each will

be treated as submitting a valid claim.

12. A total of 15 entities have validly requested exclusion from the Settlement Class.

The entities that have validly opted out of the settlement are: NP Insight, LLC; Hans Hinterkopf,

PA, Charlene Thorburn, Stephen Finger, New Beginning Cardiology, P.A., Calhoun Chiropractic

Wellness Center / Dr. Justin P. Calhoun, DC; Fort Wayne Spine & Joint / Nathaniel Hiss, DC;

Dorothy Self; Atlantic Dermatology, LLC; Texas Oncology / Sally M. Knox, M.D., Hildebrando

Salinas, M.D., Sammy J. Horton, M.D., John E. Morrow, Gulf Coast Medical Center Physical

Therapy, Inc. / S.M.S., D.O., P.A., and Donna F. Davies, Psy.D., P.A. Dkt Nos. 47, 54-67.

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Class Compensation

13. In accordance with the terms of the Settlement Agreement, Defendant or its

counsel has deposited the $207,000 Settlement Fund into a segregated bank account for the

benefit of the Settlement Class Members pursuant to the procedures set forth in paragraphs 4 and

5 of the Settlement Agreement.

Releases

14. Upon the Effective Date, Plaintiff and each Settlement Class Member who has not

been excluded from the Settlement Class, shall be deemed to have granted the releases set forth

in paragraph 10 of the Settlement Agreement.

Award of Attornevs' Fees and Incentive Award

15. The Court has considered Settlement Class Counsel's application for attorneys'

fees. The Court awards Class Counsel the sum of $62,100 as an award of attorney's fees to be

paid from the Settlement Fund, and finds this amount of fees is fair and reasonable. 16. The

Court grants Settlement Class Counsel's request for an incentive award to the class

representative and awards $2,000 to Wood Dale Chiropractic, Ltd. The Court finds that this

payment is justified by the Class Representative's service to the Settlement Class. This payrnent

shall be made from the Settlement Fund.

Other Provisions

16. The Parties to the Settlement Agreement shall carry out their respective

obligations thereunder.

17. Neither the Settlement Agreement, the Preliminary Approval Order, this Order

Finally Approving the Settlement, nor any of their provisions, nor any of the documents

(including but not limited to drafts of the Settlement Agreement, the Preliminary Approval

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Order, Order Finally Approving the Settlement), negotiations, or proceedings relating in any way

to the settlement, shall be construed as or deemed to be evidence of an admission or concession

of any kind by any person, including Defendant, and shall not be offered or received in evidence

in this or any other action or proceeding except in an action brought to enforce the terms of the

Settlement Agreement or except as may be required by law or court order.

18. The Court orders defendant DrFirst or its counsel to deliverthe Settlement Fund

to the Administrator, less attorney's fees and costs approved by the Court, within three business

days of the Effective Date. Defendant or its counsel shall pay or distribute from the Settlement

Fund to Plaintiff s Counsel, attorney's fees and costs awarded and any incentive award to the

plaintiff within 14 days of the Effective Date. If the order of Final Approval is withdrawn or

vacated by this Court or reversed on appeal, Settlement Class Counsel shall return any portion of

the Settlement Fund that was distributed, less costs incurred by Settlement Class Counsel to

notify the Class Members of the Settlement Agreement, to counsel of record for Defendant

DrFirst within three business days.

19. The parties designate Chicago Law and Education Foundation as a cy pres

recipient. Settlement Class Counsel or their Administrator shall provide and distribute a check

payable to this charity.

20. Settlement Class Counsel or their Administrator shall file an affidavit of final

accounting of the settlement by April 4 /, 2014.

21. Class Counsel are authorized to retain Class-settlement.com, PO Box 9009,

Hicksville, NY 11801 as the Class Administrator to process claims and make claim payments.

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ENTER:

HARRY D" I,8[iX]tiiv,Ill ER

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