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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

JEFFREY SATTERFIELD, Individually and On 

Behalf of All Others Similarly Situated, 

 Plaintiff, 

v. 

LIME ENERGY CO., JOHN O’ROURKE, 

DAVID R. ASPLUND, and JEFFREY 

MISTARZ, 

Defendants. 

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No. 1:12-cv-05704 

CLASS ACTION 

Hon. Sara L. Ellis 

Magistrate Judge Daniel G. Martin 

 

DECLARATION OF LOUIS C. LUDWIG, ESQ. IN SUPPORT OF 

MOTION FOR AWARD OF ATTORNEYS’ FEES AND EXPENSES 

AND REIMBURSEMENT PAYMENT TO CLASS REPRESENTATIVES 

I, Louis C. Ludwig, declare as follows: 

1. I am an attorney at the law firm of Pomerantz LLP (“Pomerantz” or “Lead 

Counsel”), counsel for Plaintiffs Jamie Fang (“Fang”) and Kevin J. Fetzer (“Fetzer”) 

(collectively, “Lead Plaintiffs”). A description of the identification and background of my firm 

and its members is attached hereto as Exhibit 1. I have been actively involved in the initiation, 

prosecution and resolution of this action (the “Litigation” or “Action”), am familiar with its 

proceedings, and have personal knowledge of the matters set forth herein based upon my active 

participation in all aspects of the Litigation. 

2. This Declaration is submitted in support of (i) the request for attorneys’ fees which 

represent 30% of the Settlement Fund, or a 1.16 multiplier based on Lead Counsel’s lodestar of 

$646,609; (ii) the award of $41,409 in unreimbursed expenses incurred by Lead Counsel in 

connection with this Litigation; and (iii) the award of $1,000 each to Lead Plaintiffs Fang and 
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Fetzer for the time that they expended in fulfilling their responsibilities as Lead Plaintiffs and 

Class Representatives. 

3. As set forth in the Stipulation of Settlement dated January 21, 2014 

(“Stipulation”), the proposed Settlement is on behalf of investors who purchased common stock 

of Lime Energy (“Lime”) between May 14, 2008 and December 27, 2012, both dates inclusive 

(the “Class”). Defendants are Lime, John O’Rourke, David R. Asplund, and Jeffrey Mistarz. The 

Consolidated Amended Complaint (“Complaint”) asserted that Defendants materially inflated the 

prices of Lime common stock by issuing false and material misstatements during the Class Period 

regarding Lime’s financial results. 

4. The hearing for final approval of the Settlement is scheduled for May 13, 2014 at 

12:30 p.m. Notice of the Settlement hearing, and Class Members’ rights with respect thereto, was 

initially mailed on February 12, 2014 and published thereafter in summary form, as directed by 

the Court’s Order of Preliminary Approval dated January 28, 2014. 

5. Class Members have until April 29, 2014 to file objections to the Settlement, Plan 

of Allocation, Attorneys’ Fees and Reimbursement, or to otherwise exclude themselves from the 

Class and thereby not participate in the Settlement. Lead Counsel will respond to any objections 

by May 6, 2014. 

Attorneys’ Fees and Expenses 

6. Lead Counsel expended over 933 hours prosecuting this Action over the last two 

years, entirely on a contingent bases. Based on rates ordinarily charged by Lead Counsel, the 

total lodestar (i.e., hours times rate per hour) is $646,609 as of April 14, 2014. See Exhibit 2 

hereto. None of the time associated with this fee request has been included in the lodestar. 
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7. Additional time will be incurred in seeking final approval of the Settlement, and 

supervising administration of the Settlement Fund. 

8. All of the time incurred by each attorney who worked on this case, and each 

attorney’s billing rate is reflected in the lodestar report, Exhibit 2, submitted herewith. 

9. Lead Counsel seeks approval of an award of fees representing 30% of the 

Settlement Fund, or a 1.16 multiplier of the lodestar. As set forth in the accompanying 

Memorandum of Law, this amount is reasonable and well within the range of awards in this 

Circuit. 

10. In connection with this Litigation, Lead Counsel conducted an exhaustive 

investigation and prosecution of this case, including: 

 Examination of analyst reports and energy company analysts covering Lime 

throughout the Class Period; 

 Examination of SEC filings made by Lime prior to and during the entire Class 

Period; 

 Interview of numerous former Lime employees throughout the United States; 

 Drafting of an initial complaint and the Consolidated Amended Complaint; 

 Analysis of 47,000 documents produced by Lime; 

 Examination of Defendants Mirstarz and O’Rourke; 

 Research and briefing of Defendants’ motion to Dismiss, as well as multiple surreplies to Defendants’ additional filings; 

 Examination of Lime’s business and relevant accounting principles for preparation 

of an accounting report for use in the Litigation; 

 Damages analysis with consulting experts; 

 Preparation of a comprehensive mediation statement; 

 Analysis of D&O Coverage for mediation; 

 Attendance at an arms-length mediation with the assistance of a JAMS mediator; 

 Multiple follow-up contacts with the mediator and separately with Defendants’ 

Counsel as part of the mediation and eventual settlement of the Action; 

 Close supervision of Claims Administrator, including discussions to reduce costs 

to the Class for notice and processing the Settlement Fund; 
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 Consultations throughout the Litigation with Lead Plaintiffs; 

 With the aid of consulting experts, drafting a Plan of Allocation; 

 Drafting motions and supporting documents for Preliminary Approval of the 

Settlement and certification of a Settlement Class; and 

 Drafting documents in support of the Final Approval of Settlement. 

11. Notable among the work conducted by Lead Counsel is the fact that the 

restatement issued by Lime regarding the financial improprieties at issue corroborated specific 

allegations found in the Complaint. The investigation by Lead Counsel occurred moths prior to 

the Lime’s restatement on July 31, 2013. Without the restatement to rely upon, Lead Counsel 

were able to identify the location of the division within Lime where the accounting improprieties 

primarily occurred, as well as the individuals who conducted the improper accounting. 

12. Lead Counsel’s review of the more than 47,000 documents produced by 

Defendants for discovery in connection with the Settlement yielded information that, in Class 

Counsel’s estimation, establishes the requisite scienter that Lead Counsel would have needed to 

satisfy its burden to the jury. Based upon the review of said documents and the investigation of 

former Lime employees, Lead Counsel believes that they would have been able to demonstrate 

that the manipulation of the Lime’s revenues by a division of the Company located in New Jersey 

was transmitted up through Lime’s executive hierarchy during the Class Period. 

13. In sum, although formal discovery was stayed, Lead Counsel’s investigations and 

document review established a basis to continue prosecuting this Action had the parties not 

reached this Settlement. 

14. As indicated by the results achieved, the time was well spent, which warrants an 

appropriate fee award. Significantly, the requested fee was negotiated with Lead Plaintiffs and 

discussed with independent counsel to determine the reasonableness of the request. 
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15. The fee requested is consistent with awards by other Courts in this District and 

Circuit, and is appropriate given the very real risk that Lead Counsel might have come up with 

significantly less given Defendants’ defenses to scienter and loss causation. 

Approval of Expenses

16. Lead Counsel also request reimbursement of expenses incurred in connection with 

the prosecution of these claims totaling $41,409. These expenses are itemized in the expense 

report, Exhibit 3, hereto. A significant portion of such expenses were incurred by Lead Plaintiffs’ 

damages consultants and investigators, as well as mediation costs. The investigation expenses 

were well worth the cost, given the thorough identification of the facts surrounding the 

accounting manipulations identified in the Complaint, as noted in paragraph 11, above. 

Moreover, the damages analysis was crucial to ascertaining the trading volume during the Class 

Period given the large percentage of the outstanding shares held by insiders and certain large 

investors. 

17. This request does not include expenses incurred in connection with notification of 

the Class, as well as the administration of claims submitted on the Settlement Fund. Such 

expenses are being paid for out of the notice escrow account funded from the Settlement. Any 

additional costs by Rust Consulting, Inc., the Settlement Administrator, in connection with the 

administration of the Settlement Fund will be itemized and requested at the time of the 

distribution of the Settlement Fund. 

Compensatory Award for Lead Plaintiffs

18. The Court appointed Fang and Fetzer to serve as Lead Plaintiffs in this Action. 

Fang and Fetzer fulfilled this responsibility admirably, expending time in one-on-one 

teleconference calls with Lead Counsel during the prosecution of this Action. They reviewed 
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copies of the initial complaint, and reviewed drafts of the Amended Consolidated Complaint prior 

to its filing with the Court. They also reviewed drafts of the opposition to the Motion to Dismiss 

and sur-replies thereto filed by Lead Counsel, and authorized the Settlement of the Action as part 

of the mediation process. 

19. As part of the appointment as Lead Plaintiffs, and in preparation for motions for 

class certification, Fang and Fetzer produced their trading records and searched their files for any 

relevant documents related to Lime. As such, they were prepared to make an initial discovery 

exchange in support of class certification. 

20. No settlement demands were made upon Defendants without prior approval of 

Fang and Fetzer, who were consulted regarding all claims and potential damages. 

21. Based upon the time Fang and Fetzer invested in this case, Lead Plaintiffs seek a 

compensatory of $1,000 each, for a total of $2,000. 

CONCLUSION

 For the reasons set forth herein and in the Memorandum of Law submitted herewith, Lead 

Plaintiffs and Lead Counsel respectfully request the approval of their requests for Attorneys’ Fees 

and Expenses, and a Compensatory Award to Lead Plaintiffs. 

Dated: April 14, 2014 

 

POMERANTZ LLP 

/s/ Louis C. Ludwig

Louis C. Ludwig 

10 South LaSalle Street, Suite 3505 

Chicago, IL 60603 

Telephone: 312-377-1181 

Facsimile: 312-377-1184 

 

 POMERANTZ LLP 

Patrick V. Dahlstrom 

Leigh Handelman Smollar 
7

Ten South LaSalle Street, Suite 3505 

Chicago, Illinois 60603 

Tel: (312) 377-1181 

Fax: (312) 377-1184 

 Counsel for Lead Plaintiffs and the Class