Ex. 1

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IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF NEW JERSEY 

-------------------------------------- X 

SUSAN SABOL, VALERIE DONE, and 

KATHLEEN KLODNER on behalf of 

themselves and all others similarly situated, 

Plaintiffs, 

-againstHYDROXATONE, LLC and ATLANTIC 

COAST MEDIA GROUP LLC 

Defendants. 

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CIVIL ACTION NO. 

2:11-cv-04586-KM-MAH 

SETTLEMENT AGREEMENT 

-------------------------------------- X 

CLASS ACTION SETTLEMENT AGREEMENT 

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TABLE OF CONTENTS 

Page No. 

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1. DEFINED TERMS .........................................................................................................2 

2. COOPERATION BY THE PARTIES ..........................................................................11 

3. DEFINITION OF THE SETTLEMENT CLASS .........................................................11 

4. CONSIDERATION TO PLAINTIFFS AND THE SETTLEMENT CLASS ..............12 

5. SETTLEMENT BENEFITS RULES ...........................................................................15 

6. SETTLEMENT BENEFIT CLAIMS PROCESS .........................................................20 

7. CLASS COUNSEL’S FEES AND COSTS ..................................................................23 

8. PRELIMINARY APPROVAL OF SETTLEMENT AND CONDITIONAL 

CERTIFICATION OF SETTLEMENT CLASS ........................................................24 

9. SETTLEMENT ADMINISTRATOR ...........................................................................26 

10. NOTICE OF SETTLEMENT AND ADMINISTRATION OF CLAIMS .................27 

11. REQUESTS FOR EXCLUSION ................................................................................29 

12. OBJECTIONS.............................................................................................................30 

13. FINAL APPROVAL ...................................................................................................32 

14. RELEASE BY ALL SETTLEMENT CLASS MEMBERS .......................................33 

15. CONFIRMATORY DISCOVERY .............................................................................38 

16. AUTOMATIC TERMINATION OF SETTLEMENT AGREEMENT AND 

TERMINATION RIGHTS .........................................................................................38 

17. NO ADMISSION; LIMITATIONS ON USE OF SETTLEMENT 

AGREEMENT ............................................................................................................40 

18. EXCLUSIVE REMEDY; DISMISSAL OF CLAIMS; JURISDICTION 

OF COURT; NO COLLATERAL ATTACK ............................................................41 

19. MISCELLANEOUS PROVISIONS ...........................................................................42 

20. SIGNATURE PAGE ..................................................................................................47 

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This Class Action Settlement Agreement (“Settlement Agreement” or 

“Agreement”) is entered into, subject to final approval of the Court and entry of final 

judgment of dismissal with prejudice, between plaintiffs Susan Sabol, Valerie Done and 

Kathleen Klodner (collectively, “Plaintiffs”) and the Settlement Class, as defined below, 

represented by Plaintiffs, and defendants Hydroxatone, LLC and Atlantic Coast Media 

Group (collectively, “Defendants”). Plaintiffs and Defendants are, at times, individually 

referred to herein as a “Party” and collectively as the “Parties.” 

RECITALS 

1. On August 8, 2011, Tammy Gray, filed a putative class action complaint 

against Defendants in the United States District Court for the District of New Jersey, and 

was assigned Case Number 2:11-cv-04586-SRC-MAS (“Sabol/Done Case”), alleging 

causes of action under the New Jersey Consumer Fraud Act, and common law claims of 

breach of contract and unjust enrichment. 

2. On March 23, 2012, Plaintiffs Susan Sabol and Valerie Done, on behalf of 

themselves and a nationwide class, filed a First Amended Complaint in the Sabol/Done 

Case, replacing the original putative class action representative and alleging an additional 

cause of action in the alternative under the Utah Consumer Sales Practices Act. 

3. The parties have engaged in significant discovery, including the 

production of over 17,000 documents relating to the claims of the individual plaintiffs. 

4. On August 14, 2012, Defendants and Plaintiffs participated in a mediation 

before Judge Stephen M. Orlofsky (ret.). After further negotiations, the Parties entered 

into a Memorandum of Understanding dated December 4, 2012. 

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5. On February 7, 2013, Plaintiffs Susan Sabol, Valerie Done and Kathleen 

Klodner filed a Second Amended Class Complaint. 

NOW, THEREFORE, the Parties, in consideration of the promises, covenants, 

and agreements herein described and for other good and valuable consideration 

acknowledged by each of them to be satisfactory and adequate, and intending to be 

legally bound, do hereby mutually agree as follows: 

1. DEFINED TERMS 

In addition to the terms defined above, the following terms shall have the 

meanings set forth below: 

1.1 Recitals. The recitals set forth above are incorporated by reference and 

are explicitly made part of this agreement. 

1.2 Definitions. As used in this Agreement, capitalized terms shall have the 

meanings provided below, unless defined elsewhere in the Agreement: 

(a) “Action” means the civil action entitled Sabol et al. v. 

Hydroxatone LLC et al., No. 2:11-cv-04586-KM-MAH, United States District Court for 

the District of New Jersey, including but not limited to the Second Amended Complaint, 

any prior complaints in this litigation, and any amendments to such prior complaints. 

“Action” also includes any claims that Defendants have asserted or could assert by way 

of any defense and/or Counterclaim. 

(b) “Approved Claim” means a Claim submitted by a Claimant that 

the Settlement Administrator, in its discretion and subject to review by Counsel for the 

Parties, determines to be timely, accurate, complete, in proper form and with the requisite 

attestation. Defendants retain the right to verify all Approved Claims and to notify the 

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Settlement Administrator of any discrepancies, subject to Class Counsel review, as set 

forth in this Settlement Agreement. 

(c) “Approved Claimants” means those Claimants who submitted 

Approved Claims. 

(d) “Auto-Ship Program,” for purposes of this Settlement Agreement, 

means any practice by which Defendants mail to a consumer one or more products on a 

recurring basis. Auto-Ship Program includes the “Preferred-Customer Beauty Program.” 

A consumer is deemed to be a participant in an Auto-Ship Program if Defendants’ 

records indicate that the consumer is enrolled in such a program or received the 

product(s) via mail. 

(e) “Claim” means a request for relief pursuant to Sections 5 and 6 of 

this Settlement Agreement submitted by a Settlement Class Member on a Claim Form to 

the Settlement Administrator in accordance with the terms of the Agreement. 

(f) “Claim Form” means the online web form interface and written 

Claim form to be provided by the Settlement Administrator to Settlement Class 

Members. The online Claim Form interface shall be developed by the Settlement 

Administrator and is subject to review and approval by the Parties. The written Claim 

Form shall be substantially in the form of Exhibit A, attached hereto. 

(g) “Claim Deadline” means the date by which all Claim Forms must 

be postmarked or received by the Settlement Administrator to be considered timely. The 

Claim Deadline shall be 30 days after Final Approval (Final Fairness) Hearing. 

(h) “Claimant” means a Settlement Class Member who has submitted 

a Claim by the Claim Deadline. 

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(i) “Class Counsel” shall have the meaning set forth in Paragraph 8.2 

of this Settlement Agreement. 

(j) “Class Representatives” means Susan Sabol, Valerie Done and 

Kathleen Klodner. “Former Class Representative” means Tami Gray. 

(k) “Clear and Conspicuous” shall mean, when referring to a 

statement, disclosure, or any other information provided to consumers, that such 

statement, disclosure, or other information by whatever medium communicated is readily 

understandable for a reasonable consumer to read and comprehend, and is presented in 

such size, color, contrast, location, and audibility that is readily noticeable to reasonable 

consumers to whom it is disclosed. 

(l) “Common Fund” means the fund in the amount of Three Million 

Dollars ($3,000,000) to be deposited by Defendants into an interest bearing joint Escrow 

Account for the benefit of the Settlement Class, as set forth more fully in Section 4 of this 

Settlement Agreement. Administrative costs and expenses, the cost of Notice, and 

attorneys’ fees and costs, and other amounts as set forth herein shall be paid from the 

Common Fund. 

(m) “Complaint” means the Second Amended Class Action Complaint 

filed in this Action by Class Counsel. 

(n) “Court” shall mean the United States District Court for the District 

of New Jersey, where this matter is currently pending before the Honorable Kevin 

McNulty. 

(o) “Defendants” shall mean Hydroxatone LLC, Atlantic Coast Media 

Group LLC and their affiliates, subsidiaries, parents, related companies and their 

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respective officers, directors, shareholders, managers, partners, contractors, 

representatives, employees, agents, marketing partners and predecessors, successors and 

assigns, and each of them. 

(p) “Effective Date” means the first date by which all of the following 

events shall have occurred: 

(i) the Court has entered the Preliminary Approval Order 

substantially in the form of Exhibit B attached hereto; 

(ii) the Court has entered the Final Approval Order and 

Judgment substantially in the form of Exhibit C attached hereto and the Final Approval 

Order and Judgment has been entered approving the Settlement Agreement in all 

respects, dismissing the Action with prejudice, and such Final Order being immediately 

appealable; and 

(iii) the time for appeal from the Final Order shall have expired, 

or if any appeal of the Final Order as to the Settlement Agreement is taken, that appeal 

shall have been finally determined by the highest court, including motions for 

reconsideration and/or petitions for writ of certiorari, and which Final Order is not 

subject to further adjudication or appeal, and has been confirmed in whole pursuant to 

the terms of the Settlement Agreement and Final Order as entered and effective. 

(q) “Email Notice” means the email notice substantially in the form of 

Exhibit D attached hereto. The Email Notice will be sent electronically to the last known 

email address of all Settlement Class Members for whom Defendants have email 

addresses. 

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(r) “Escrow Account” means the escrow account established pursuant 

to and in accordance with the terms and conditions set forth in the Escrow Agreement 

between the Parties, substantially in the form of Exhibit E, with an escrow agent to be 

selected by the Parties. The terms and conditions of the escrow agreement attached as 

Exhibit E are material terms and are incorporated into this Settlement Agreement by this 

reference. 

(s) “Fee and Cost Application” means the written motion or 

application by which Susan Sabol, Valerie Done and Kathleen Klodner and/or Class 

Counsel request that the Court award attorneys’ fees, costs, expenses and Participation 

Awards (as defined herein). 

(t) “Final Approval (Final Fairness) Hearing” means the hearing 

scheduled to take place at least one-hundred (100) days after the date of entry of the 

Preliminary Approval Order at which the Court shall: 

(i) determine whether to grant final approval to this Settlement 

Agreement and to finally certify the Settlement Class; 

(ii) consider any timely objections to this Settlement and all 

responses hereto; and 

(iii) consider the Fee and Cost Application. 

(u) “Final Approval Order and Judgment” means the Order, 

substantially in the form of Exhibit C attached hereto, in which the Court grants final 

approval of this Settlement Agreement, finally certifies the Settlement Class, and 

authorizes the entry of a final judgment and dismissal of the Action with prejudice. The 

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form of the Final Approval Order and Judgment, attached as Exhibit C hereto, is a 

material term of this Settlement Agreement. 

(v) “Long Form Notice” or “Long Form Publication Notice” means 

the Notice of Proposed Settlement of Class Action that will be published on the 

Settlement Administrator’s website substantially in the form attached as Exhibit F. 

(w) “Net Common Fund” shall have the meaning set forth in Paragraph 

4.1(a)(ii). 

(x) “Notice” shall mean, collectively, the communications by which 

Settlement Class members are notified of this Settlement Agreement and the Court’s 

Preliminary Approval of this Settlement Agreement; this includes the Email Notice, 

Postcard Notice, Long Form Notice and Publication Notice. 

(y) “Participation Award” shall be the consideration to the named 

Plaintiffs for their participation in this Action, as described in Paragraph 4.1(d). 

(z) “Party” and “Parties” shall have the meaning set forth in the 

introductory paragraph of this Settlement Agreement. 

(aa) “Person(s)” shall mean any natural person, individual, corporation, 

association, partnership, trust, or any other type of legal entity. 

(bb) “Plaintiffs” shall have the meaning set forth in the introductory 

paragraph of this Settlement Agreement. 

(cc) “Plaintiffs’ Counsel” shall mean the firms of Cohen Milstein 

Sellers & Toll PLLC, McLaughlin & Stern LLP and the Law Office of Angela Edwards. 

(dd) “Plaintiffs’ Lead Counsel” shall mean the firm of Cohen Milstein 

Sellers & Toll PLLC. 

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(ee) “Postcard Notice” or “Short Form Postcard Notice” means the 

postcard notice substantially in the form of Exhibit G attached hereto. The Postcard 

Notice will be sent by United States Mail to the last known physical address of all 

Settlement Class Members for whom an acceptable email address is not available. 

(ff) “Preliminary Approval” or “Preliminary Approval Order” shall 

mean the Court’s entry of an order of preliminary approval of this Settlement Agreement 

which shall be substantially in the form of Exhibit B attached hereto. The form of the 

Preliminary Approval Order attached hereto as Exhibit B is a material term of this 

Settlement Agreement. 

(gg) “Product Benefit(s)” refers to the Hydroxatone-branded products 

(as further described in Section 5 below) that will be distributed to Approved Claimants 

who select and/or are entitled to a Product Benefit(s) option under the terms of this 

Settlement Agreement. Shipping and processing costs will be paid out of the Common 

Fund. 

(hh) “Publication Notice” means the “Long-Form Publication Notice” 

and the “Short-Form Postcard Notice” substantially in the forms of Exhibits F and G, 

respectively, attached hereto. The Long-Form Publication Notice will be published on a 

specifically designated website accessible via the Internet and the Short-Form Postcard 

Notice will be published via the wire services of either PR Newswire or Business Wire. 

(ii) “Related Actions” shall mean all actions asserting claims and 

allegations similar to those set forth in the Action, including any claims and/or litigations 

arising out of or related to the purchase of any Hydroxatone-branded products or 

enrollment or participation in any Risk Free Trial and/or Auto-Shipment Program, 

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including but not limited to the action entitled Margolis v. Hydroxatone LLC et al., Civil 

Action No. 2:11-cv-4355 (SRC)(CLW), which is pending in the United States District 

Court for the District of New Jersey. 

(jj) “Released Claims” shall have the meaning set forth in Section 14 

of this Settlement Agreement. 

(kk) “Released Parties” shall have the meaning set forth in Section 14 

of this Settlement Agreement. 

(ll) “Releasing Parties” shall have the meaning set forth in Section 14 

of this Settlement Agreement. 

(mm) “Request for Exclusion” means a valid request for exclusion from 

a member of the Settlement Class as set forth in Section 11 of this Settlement Agreement. 

(nn) “Risk-Free Trial” shall mean, for purposes of this Settlement 

Agreement, any offer or program by which a consumer is able to receive and use 

product(s) for a specified period of time (including offers and programs in which 

consumers are charged a shipping and processing fee) and will only incur an obligation to 

pay for such product(s) if he or she does not take affirmative actions to cancel and return 

the product package or jar before the end of the specified trial period of time. For 

purposes of this Settlement Agreement, consumers are deemed to participate in a RiskFree Trial offer or program upon receiving Hydroxatone-branded products. 

(oo) “Settlement Administrator” shall have the meaning set forth in 

Paragraph 9.1 of this Settlement Agreement. 

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(pp) “Settlement Agreement,” “Settlement,” or “Agreement” means this 

Stipulation and Agreement of Settlement, including all attached and/or incorporated 

exhibits. 

(qq) “Settlement Amount” means the aggregate value of the Settlement 

Benefits. 

(rr) “Settlement Benefits” shall mean the Cash Benefit and the Product 

Benefit. 

(ss) “Settlement Class” shall have the meaning set forth in Paragraph 

3.1 of this Settlement Agreement. 

(tt) “Settlement Class Member” (also referred to herein as “Class 

Member”) means any Person within the Settlement Class who does not submit a timely 

and valid Request for Exclusion. 

(uu) “United States” includes the fifty states of the United States and all 

territories and possessions of the United States. 

1.3 Singular and Plural. Definitions used herein shall apply to the singular and 

plural forms of each term defined. 

1.4 Gender. Definitions used herein shall apply to the masculine, feminine, 

and neuter genders of each term defined. 

1.5 References to a Person. References to a Person are also to the Person’s 

permitted successors and assigns. 

1.6 Terms of Inclusion. Whenever the words “include,” “includes” or 

“including” are used in this Settlement Agreement, they shall not be limiting but rather 

shall be deemed to be followed by the words “without limitation.” 

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2. COOPERATION BY THE PARTIES 

2.1 Cooperation. The Parties and their counsel agree to cooperate fully with 

each other to promptly execute all documents and take all steps necessary to effectuate 

the terms and conditions of this Settlement Agreement. The Parties and their counsel 

further agree to support the Final Approval of the Settlement Agreement including 

against any appeal of the Final Approval Order and Judgment including any collateral 

attack on the Settlement Agreement or the Final Approval Order and Judgment. 

3. DEFINITION OF THE SETTLEMENT CLASS 

3.1 Settlement Class. For purposes of this Settlement Agreement only, the 

Parties agree to the certification, as discussed in Paragraph 8 of this Settlement 

Agreement, of a Settlement Class as defined below: 

“Settlement Class” 

All Persons residing in the United States who between 

January 1, 2005 and [insert date of Preliminary Approval 

Order] received, ordered, signed up for, paid for, and/or 

were charged for Hydroxatone-branded products, and/or 

were charged shipping and processing fees for such 

products, in connection with a Risk-Free Trial and/or AutoShipment Program. 

3.2 Settlement Class Exclusions. The following persons are expressly 

excluded from the Settlement Class: Defendants, any entities in which Defendants has or 

had a controlling interest, any officers or directors of Defendants, the legal 

representatives, heirs, successors, and assigns of Defendants, any Judge assigned to this 

action and his or her immediate family, and anyone who timely requests exclusions from 

the Class. 

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4. CONSIDERATION TO PLAINTIFFS AND THE SETTLEMENT CLASS 

4.1 Consideration to Plaintiffs and the Settlement Class. In exchange for the 

terms and conditions set forth in this Settlement Agreement, including without limitation 

the Released Claims, Defendants will provide the following consideration: 

(a) Common Fund. 

(i) Defendants will pay the Three Million Dollars ($3,000,000) 

to establish a Common Fund for the benefit of the Settlement Class, in accordance with 

the terms and conditions set forth in the Escrow Agreement. 

(ii) The following shall be paid out of the Common Fund prior 

to any distribution of the Common Fund to the Settlement Class: 

(1) attorney’s fees and costs; 

(2) Participation Awards; 

(3) administrative costs and the costs of Notice, but 

excluding internal costs to Defendants (except as providing in section 4.1(a)(ii)(4) herein) 

to administer the Settlement; and 

(4) shipping and processing costs (“Shipping and 

Processing Costs”) not to exceed $7.95 per shipment, in connection with the provision of 

benefits to all Approved Claimants who elect to receive a Product Benefit. 

(iii) All of the amounts referenced in Paragraph 4.1(a)(ii) shall 

be paid from the Common Fund prior to any distribution to the Settlement Class. The 

remainder of the Common Fund, following the deduction of the amounts set forth in 

Paragraph 4.1(a)(ii) above, shall be referred to herein as the “Net Common Fund.” 

(iv) Any distribution of monies from the Net Common Fund to 

provide Cash Benefits (as further described in Section 5 of this Settlement Agreement) 

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to the Settlement Class shall commence only after the Effective Date. In the event that 

Approved Claims for Cash Benefits exceed the available cash in the Net Common Fund, 

all Cash Benefits will be reduced in a pro rata proportion. 

(v) In the event that there remains cash in the Net Common 

Fund after all Cash Benefits have been paid, or from Class Members failing to cash 

settlement checks, the remaining cash will be allocated by Class Counsel to The 

Electronic Frontier Foundation through cy pres distributions, or as otherwise directed by 

the Court. 

(vi) Cash Benefits will be paid to Settlement Class Members in 

accordance with the Settlement Benefit Rules described in Section 5 of this Settlement 

Agreement. 

(vii) Defendants, and/or their insurer, shall deposit the Three 

Million Dollars ($3,000,000) cash payment into the Escrow Account within ten (10) 

business days of the entry of the Preliminary Approval Order. 

(b) Product Benefit. Defendants will provide to the Settlement Class 

up to $4 million in Product Benefits in the form of Hydroxatone-branded products, as 

further described in Section 5 of this Settlement Agreement. 

(c) Prospective Relief. 

(i) This Section 4.1(c) of this Settlement Agreement shall 

apply to Defendants and Defendants’ successors, assigns, officers, agents, servants, 

employees and representatives. Isolated violations of the Settlement Agreement, 

including marketing materials or representations, and technical and/or human errors, will 

not result in a formal action or motion to the Court, related to any matters set forth in 

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this Settlement Agreement, including but not limited to an application for an order of 

contempt, unless said violations are not appropriately addressed after they have been 

identified in writing to Defendants by Class Counsel. 

(ii) Defendants hereby agree that they will adhere to the 

following for all Hydroxatone-branded products: 

(1) Defendants will not use the word “free” by itself for 

offers where the customer is required to return the product that is being offered to avoid 

being billed for the price of such product; 

(2) Defendants will disclose the terms of their Risk 

Free Trial and Auto-Shipment Program(s) in a Clear and Conspicuous manner before 

getting the customer’s final acceptance to the offer; 

(3) Defendants will provide a simple mechanism on 

Hydroxatone-branded websites controlled by Hydroxatone that allows a customer to 

easily effectuate a cancellation of an Auto-Shipment Program; and 

(4) Defendants will provide customers who provide an 

email address and who cancel with email confirmation to that email address of such 

cancellation within 10 days of the cancellation becoming effective. 

(iii) Opportunity to Cure. Should Plaintiffs, their counsel, or 

any of the Class Members claim that Defendants are in violation of any of the terms set 

forth above, the Defendants must be afforded thirty (30) days prior written notice and 

opportunity to cure. 

(d) Participation Awards to Plaintiffs. Defendants agree not to 

oppose Class Counsel’s request for the Court to award a Participation Award of $1,000 to 

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each Class Representative, and $500 to the Former Class Representative. If approved, 

such Participation Awards will be added to Class Counsel’s cost bill submitted to the 

Court and paid directly by Class Counsel to Plaintiffs. 

5. SETTLEMENT BENEFITS RULES 

5.1 Settlement Benefits. In addition to all other consideration set forth in the 

Agreement, including the Prospective Relief, Settlement Class Members may file a Claim 

with the Settlement Administrator to obtain a Settlement Benefit selecting either the Cash 

Benefit or the Product Benefit set forth in Paragraphs 5.3 and 5.4 of this Settlement 

Agreement. To be eligible to receive a Settlement Benefit, Settlement Class Members 

must submit a completed Claim Form to the Settlement Administrator by the Claims 

Deadline and comply with the Settlement Benefit Rules described in this Settlement 

Agreement. 

5.2 Claims-Based Settlement. This is a claims-based settlement. There will 

be no reversion of any portion of the Common Fund to Defendants. All Settlement Class 

members who submit an Approved Claim will receive a pro rata share of the Net 

Common Fund and/or Product Benefit according to the following guidelines: 

5.3 Group One Claimants 

(a) “Group One Claimants” are Settlement Class Members who 

submit a Claim and represent, in a sworn statement on the Claim Form, that they 

(i) tried to, attempted to, made efforts to, or took any actions 

designed to return Risk-Free Trial product(s) and/or Auto-Shipment Program product(s) 

and paid more than shipping and processing and/or return postage in connection with 

such product and/or received additional shipments of product for which they paid, OR 

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(ii) cancelled and/or attempted to cancel their Auto-Shipment 

Program memberships but received additional shipments of product for which they paid 

more than shipping and processing and/or return postage. 

(b) Group One Claimants will be eligible to receive their choice of 

either a pro rata share of the Net Common Fund (Cash Benefit), or Product Benefits. 

The Cash Benefit option is calculated as follows: 

(i) Cash Benefit option 

Group 1 Claimant who spent more than 

$200 with Defendants after all prior 

refunds 

$100 

Group 1 Claimant who spent between $100 

and $200 with Defendants after all prior 

refunds 

$75 

Group 1 Claimant who spent less than $100 

with Defendants after all prior refunds 

$40 

(ii) Product Benefit option (while supplies last, pursuant to the 

total product value limitation described in this Agreement) 

Group 1 Claimant who spent more 

than $150 with Defendants after all 

prior refunds 

Choice of One of the Following 

Products 

Retail 

Price 

 1. Luminique Facial Brightener 3oz $49.95 

 2. Sunsoak Age-Defying Self Tanner 

1oz 

$59.95 

 3. Pore Minimizer Serum 1 oz $59.95 

 4. Instant Wrinkle Filler 30 Day Boxes $59.95 

 5. Instant Effect 30 Day Boxes $59.95 

 6. Celtrixa Stretchmark LotionOriginal Formula $59.95 

Group 1 Claimant who spent $150 

or less with Defendants after all 

prior refunds 

Choice of One of the Following 

Products 

Retail 

Price

 Hydroxatone Anti-aging Body Lotion 

by Celtrixa 

$19.95 

 Declatone Deluxe Sample for Retail - $29.95 

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0.5oz 

 Hydroxatone Gentle Milky Cleanser 3 

oz 

$39.95 

 Hydroxatone Age Defying Toner 3oz $39.95 

 Keracalm $39.95 

Defendants reserve the right to substitute products based upon supply and availability. 

5.4 Group Two Claimants 

(a) “Group Two Claimants” are Settlement Class Members who 

submit a Claim and represent, in a sworn statement on the Claim Form, that they 

(i) paid only shipping and processing and/or return postage in 

connection with Risk-Free Trial product(s) and/or Auto-Shipment Program product(s); 

(ii) paid more than shipping and processing and/or return 

postage in connection with Risk-Free Trial product(s) and/or Auto-Shipment Program 

product(s); but did not try to, attempt to, or take any action designed to return the 

products; 

(iii) cancelled and/or attempted to cancel an Auto-Ship Program 

membership, but paid only shipping and processing or return postage costs; 

(iv) never tried to cancel their Auto-Ship Program membership; 

or 

(v) otherwise fall within the definition of the Settlement Class. 

(b) Group Two Claimants will be eligible to receive their choice of 

one Product Benefit from the following products while supplies last (pursuant to the total 

product value limitation described in this Agreement). 

Group II Claimants Choice of One of the Following 

Products 

Retail 

Price 

 Hydroxatone Anti-aging Body Lotion 

by Celtrixa 

$19.95 

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 Declatone Deluxe Sample for Retail - 

0.5oz 

$29.95 

 Hydroxatone Gentle Milky Cleanser 3 

oz 

$39.95 

 Hydroxatone Age Defying Toner 3oz $39.95 

 Keracalm $39.95 

5.5 Settlement Benefit Rules 

(a) A Claim for Settlement Benefits will not be an Approved Claim 

unless a Claimant submits to the Settlement Administrator by the Claims Deadline a 

Claim Form completed in its entirety providing information to verify that he or she is 

appropriately claiming a Settlement Benefit in accordance with this Settlement 

Agreement. 

(b) A Claimant will not be entitled to a Settlement Benefit unless he or 

she: 

(i) paid Defendants money that was not refunded in 

connection with a Risk Free Trial and/or Auto-Shipment Program; and 

(ii) swears under oath, and/or provides documentation showing 

that he or she was charged, paid, and/or was not refunded, credited, or reimbursed for 

the amounts claimed to be charged and/or paid. 

(c) No Settlement Class Member will be entitled to a Settlement 

Benefit if the Settlement Class Member previously 

(i) received a full credit, refund, adjustment or offset of money 

paid to Defendants in connection with a Risk Free Trial and/or Auto-Shipment Program; 

or 

(ii) released Defendants from liability arising out of such 

transaction(s) in a prior claim or lawsuit. 

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(d) Claimants shall have until the Claims Deadline to file a Claim 

Form and to show sufficient proof that they are eligible under the Settlement Benefit 

Rules. Settlement Benefits may be requested by deceased Settlement Class Members 

through representatives of their estate if appropriate documentation is provided. 

(e) No Settlement Benefits shall be distributed under this Settlement 

Agreement until after the Effective Date, unless otherwise agreed to by the Parties. If 

this Settlement Agreement is not approved, no payments or distributions of Settlement 

Benefits of any kind shall be made. 

(f) With regard to Claims submitted by Claimants, 

Defendants/Settlement Administrator (with oversight from Plaintiffs’ Counsel) may 

verify that such Claimants satisfy the criteria to be eligible for the claimed benefit. 

(g) If a Claim Form for a Group One Benefit is received from a valid 

Settlement Class Member, but that Settlement Class Member does not otherwise qualify 

for a Group One Benefit, then, subject to the verification above, such Settlement Class 

Member will be offered a Group Two Benefit. A Settlement Class Member may only 

receive a benefit from Group One or Two, but not both 

(h) So long as there is sufficient money in the Common Fund, 

Approved Claimants who choose a Product Benefit shall incur no expense or costs in 

connection with the Product Benefit (including, without limitation any costs associated 

with shipping and processing of the product). Shipping and Processing Costs will be paid 

from the Common Fund in accordance with Section 4 above. Further, Approved 

Claimants will not be asked to provide any credit or debit card information in connection 

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with their choice of the Product Benefit. If there is not sufficient money in the Common 

Fund to cover all Shipping and Processing Costs, all Benefits will be reduced pro rata. 

(i) In the event that the claims for Settlement Benefits exceed the Net 

Common Fund and/or Product Benefits, the Cash and/or Product Benefits shall be 

reduced pro rata and in no event will Defendants be required to provide any further Cash 

or Product Benefits. 

6. SETTLEMENT BENEFIT CLAIMS PROCESS 

6.1 The Settlement Administrator shall maintain a website that provides 

information regarding the Settlement, including the Long Form Notice, and enables the 

on-line filing of Claim Forms. 

6.2 Settlement Class Members shall be given the option of completing the 

Claim Form online or submitting the Claim Form by mail. 

6.3 From the date that Class Notice is first provided and through at least the 

Claims Deadline, the Settlement Administrator shall also maintain a toll-free telephone 

number for Settlement Class Members to obtain information regarding the Settlement, 

including instructions on how to file a Claim. 

6.4 The Settlement Administrator shall deem Claims to be Approved Claims 

only in accordance with this Settlement Agreement. 

6.5 The Settlement Administrator shall not determine that a Claim is an 

Approved Claim unless the Claimant provides all of the information requested on the 

Claim Form or otherwise provides sufficient proof to meet a preponderance of evidence 

standard confirming that he or she is entitled to a Settlement Benefit. 

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6.6 The Settlement Administrator shall identify duplicate Claims using 

reasonable means (such as the use of unique identifying numbers on each Claim Form) 

and deny the duplicate Claim(s). 

6.7 The Settlement Administrator shall deny Claims that are not submitted by 

the Claims Deadline. 

6.8 Defendants and Class Counsel shall have the right to inspect and verify the 

Claim Forms (including forms submitted electronically) received by the Settlement 

Administrator, and Defendants may submit pertinent information to the Settlement 

Administrator for review and consideration by the Settlement Administrator for purposes 

of determining whether a Claim shall be deemed an Approved Claim. 

6.9 Defendants shall have the right to object to Claims being deemed an 

Approved Claim for any reason that is in accordance with this Settlement Agreement. 

The Settlement Administrator shall provide Class Counsel with a list of Claims to which 

an objection is made, together with the reasons for the objection. If Class Counsel do not 

dispute an objection to a Claim Form, that Claim Form shall be rejected by the Settlement 

Administrator. If a dispute arises between Class Counsel and Defendants regarding any 

objection to a Claim Form and/or decision by the Settlement Administrator regarding a 

lack of qualifying proof on a Claim Form that results in a materially lower settlement 

benefit categorization than has been requested by a putative Claimant, Defendant and 

Class Counsel shall agree upon a dispute resolution process that shall, at a minimum, 

require that the Parties confer regarding the same, and if no agreement is reached, the 

submission of the dispute to an arbitrator to be appointed by the Court and compensated 

out of the Common Fund. 

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6.10 If a Claim Form is rejected by the Settlement Administrator, the 

Settlement Administrator shall provide written notice to the Claimant making the Claim 

by mailing a letter or emailing such notice to any email address provided by the Person 

for the receipt of correspondence by the Settlement Administrator. 

6.11 Except as set forth above, if a Claim for Cash Benefits is accepted, there 

shall be no notice of acceptance required to be sent to the Claimant. Tender of the 

Settlement Benefit shall suffice for notice. 

6.12 If a Claim for a Product Benefit is accepted, the Settlement Administrator 

shall provide the Claimant with a letter or email containing a unique code and/or 

instructions that will enable the Claimant to obtain his or her Product Benefit if and when 

such Settlement Benefits are tendered, along with instructions for how and when to 

obtain the Settlement Benefit. 

6.13 If a Person entitled to a Settlement Benefit wishes to contest the amount of 

his or her award, the Person may not deposit or cash the check or claim the Product 

Benefit. The person must object in writing notifying the Settlement Administrator within 

twenty (20) days from the issue date on their distribution check of the reasons underlying 

the objection and provide any and all documentation which he or she believes will 

support a different Benefit Settlement amount. 

6.14 The deadline for submitting the Claim Form shall be the Claims Deadline. 

Any Claim Form submitted after the Claim Deadline shall be untimely and void. In the 

event of a dispute over the timeliness of a Claim Form, the dispute resolution procedures 

described above shall apply. 

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7. CLASS COUNSEL’S FEES AND COSTS 

7.1 Class Counsel’s Fees and Costs. Class Counsel will apply to the Court by 

motion for an award to Class Counsel for attorneys’ fees of up to 33 1/3 percent of the 

Common Fund and costs, to be paid from the Common Fund. Attorneys’ fees and costs 

awarded by the Court shall be allocated among Plaintiffs’ Counsel by Plaintiffs’ Lead 

Counsel in a manner that, in Plaintiffs’ Lead Counsel’s sole opinion, fairly compensates 

Plaintiffs’ Counsel for their respective contributions to the progress of and results 

obtained in the litigation. Class Counsel will also apply for Participation Awards for the 

Class Representatives and the Former Class Representative in the aggregate amount of 

$3,500 payable from the Common Fund, and shall be entitled to receive such 

compensation to the extent awarded by the Court. Defendants and their agents agree not 

to oppose the application for attorney’s fees or expenses, or for Participation Awards as 

set forth herein. 

7.2 Disbursement of Attorneys’ Fees and Costs and Plaintiff Compensation. 

Pursuant to written directions from Plaintiffs’ Lead Counsel to Defendants, attorneys’ 

fees and costs and Plaintiffs’ Participation Awards awarded by the Court shall be paid to 

Plaintiffs’ Lead Counsel within fifteen (15) days of the date the Court enters its Order 

awarding such fees and costs. Notwithstanding the foregoing, if for any reason the Court 

fails to grant final approval to this Settlement Agreement; the Final Approval Order and 

Judgment is reversed or rendered void as a result of an appeal; or this Settlement 

Agreement is voided, rescinded, or terminated for any other reason, then Class Counsel 

shall return to Defendants all fees, costs and other payments received by Class Counsel 

under this Agreement. In such event, Class Counsel shall be severally liable for such 

payments to the extent received by them. To effectuate this provision, each individual 

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attorney or firm who receives a share of payments under this provision shall execute a 

guarantee of repayment in the form attached hereto as Exhibit H. 

7.3 The Parties agree that the rulings of the Court regarding the amount of 

attorneys’ fees or costs and any Participation Award, and any claim or dispute relating 

thereto, will be considered by the Court separately from the remaining matters to be 

considered at the Final Approval Hearing as provided for in this Settlement Agreement 

and any determinations in that regard will be embodied in a separate order. Any order or 

proceedings relating to the amount of attorneys’ fees or incentive award, including any 

appeals from or modifications or reversals of any order related thereto, shall not operate 

to modify, reverse, terminate, or cancel the Settlement Agreement, affect the releases 

provided for in the Settlement Agreement, or affect whether the Final Approval Order 

and Judgment becomes Final as defined herein, unless such order would, if entered, cause 

Defendants’ total liability for attorneys’ fees to exceed 33 1/3 percent of the Common 

Fund, in which event, Defendants may terminate this Settlement Agreement in 

accordance with the provisions set forth above. 

8. PRELIMINARY APPROVAL OF SETTLEMENT AND CONDITIONAL 

CERTIFICATION OF SETTLEMENT CLASS 

8.1 As soon as practicable after the execution of this Settlement Agreement, 

Class Counsel and Defendants’ Counsel shall jointly apply for entry of the Preliminary 

Approval Order in the form of Exhibit B hereto. The Preliminary Approval Order shall 

include provisions: 

(a) preliminarily certifying the Settlement Class for settlement 

purposes only; 

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(b) preliminarily approving this Settlement and finding this Settlement 

sufficiently fair, reasonable and adequate to allow Notice to be disseminated to the 

Settlement Class; 

(c) approving the form, content, and manner of the Notice; 

(d) setting a schedule for proceedings with respect to final approval of 

this Settlement; 

(e) providing that, pending entry of a Final Approval Order and 

Judgment, the Parties shall cooperate in seeking orders that no Settlement Class Member 

(either directly, in a representative capacity, or in any other capacity) shall commence or 

continue any action against Defendants or other Released Parties asserting any of the 

Released Claims; and 

(f) staying the Action, other than such proceedings as are related to 

this Settlement. 

8.2 For settlement purposes only, the Parties agree that the Court may enter an 

order conditionally certifying the Settlement Class, appointing Lead Plaintiffs Susan 

Sabol, Valerie Done and Kathleen Klodner as representatives of the Hydroxatone 

Settlement Class, and appointing the following counsel as “Class Counsel” for the 

Settlement Class: 

COHEN MILSTEIN SELLERS & TOLL PLLC 

Andrew N. Friedman 

Whitney R. Case 

1100 New York Avenue, N.W., Suite 500 West 

Washington, DC 20005-3964 

MCLAUGHLIN & STERN LLP 

Lee S. Shalov 

260 Madison Ave. 

New York, NY 10016 

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LAW OFFICE OF ANGELA EDWARDS 

Angela Edwards 

72 Canterbury Circle 

East Longmeadow, MA 01028 

8.3 Conditional certification of the Settlement Class and appointment of 

Plaintiffs as Class Representatives and Class Counsel by the Court shall be binding only 

if the terms of this Settlement Agreement are given full force and effect. In the event this 

Settlement Agreement is terminated pursuant to its terms, or a Final Approval Order and 

Judgment does not occur for any reason, the conditional certification of the Settlement 

Class and Class Counsel shall be automatically nullified with the Parties reserving all of 

their rights with respect to class certification. 

9. SETTLEMENT ADMINISTRATOR 

9.1 The parties will jointly select an independent Settlement Administrator, 

who, among other things, will work with the Parties to: 

(a) provide Notice to Settlement Class members; 

(b) maintain a settlement website, which shall include a posting of the 

Long Form Notice; 

(c) process Claim Forms; 

(d) respond to Settlement Class Member inquiries; 

(e) confirm the issuance of Cash Benefits to the Approved Claimants; 

(f) oversee the shipment of Product Benefits to Approved Claimants; 

(g) provide any necessary certifications to the Court concerning the 

administration and processing of claims; and 

(h) provide CAFA Notice, with assistance from Defendants. 

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9.2 No later than fifteen (15) calendar days before the Final Approval (Final 

Fairness) Hearing, the Settlement Administrator shall provide to Class Counsel the 

following information: 

(a) the number of e-mail notices sent to Settlement Class members; 

(b) the number of postcard notices sent to Settlement Class members; 

(c) the approximate number of visits to the settlement website from 

the date of entry of a Preliminary Approval Order; and 

(d) such other similar tracking information reasonably requested by 

Class Counsel. 

10. NOTICE OF SETTLEMENT AND ADMINISTRATION OF CLAIMS 

10.1 As soon as practicable after the Preliminary Approval of the Settlement 

Class, Defendants shall initiate a search of its reasonably available electronic data in an 

effort to ascertain the valid electronic mail address of each Settlement Class member. 

Thereafter, the Settlement Administrator shall send to all identified potential Settlement 

Class members via electronic mail a copy of the Email Notice (which shall be 

substantially in the form of Exhibit D attached hereto). 

10.2 For those Settlement Class Members for whom Defendants do not have a 

valid electronic mail address, and for those emails sent to Settlement Class Members that 

are deemed undeliverable, the Settlement Administrator shall send the Post Card Notice 

(which shall be substantially in the form of Exhibit G attached hereto). 

10.3 The Individual Notice shall direct Class Members to a settlement website 

where the Long Form Notice (which shall be substantially in the form of Exhibit F 

attached hereto) and Claim Forms (which shall be substantially in the form of Exhibit A 

attached hereto) will be available and where class members will be able to file a Claim 

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Form electronically. The Settlement Administrator shall use its commercially reasonable 

efforts to complete the identification of Settlement Class members and electronic mailing 

of these notices Settlement Class members within 30 days from the entry of the 

Preliminary Approval Order. 

10.4 The Settlement Administrator shall provide the Publication Notice to 

potential Settlement Class members through a press release describing the Settlement via 

P.R. Newswire or Business Wire services an via a specifically designated website 

accessible via the Internet. The Publication Notice shall be designed to comply with Fed. 

R. Civ. P. 23(c)(2) and shall state that a class action lawsuit involving Hydroxatone has 

been settled and advise that if the reader was a Hydroxatone customer, he or she may be 

entitled to Settlement Benefits. If a Settlement Class member contacts the Settlement 

Administrator, the Settlement Administrator will provide as requested, via electronic 

mail, the individual with the Long Form Notice and a Settlement Class Claim Form. 

Defendants and the Settlement Administrator shall make such Publication Notice within 

thirty (30) calendar days after the Preliminary Approval of the Settlement as provided 

herein. Upon entry of a Preliminary Approval Order, the Settlement Administrator shall 

also update and continue to maintain the Settlement website. Such website will continue 

to host appropriate information relating to the Settlement and administration of Claims, 

and contact information for the Settlement Administrator. In addition, the website will 

post the Second Amended Complaint; the Preliminary Approval Order; and this 

Settlement Agreement. Such website will also provide a link to Class Counsel’s website. 

10.5 All of the costs associated with Notice and settlement administration will 

be paid from the Common Fund. 

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10.6 The Settlement Administrator will timely notify the appropriate federal 

and state officials of this Settlement Agreement to the extent required by the Class Action 

Fairness Act of 2005, 28 U.S.C. § 1715. 

11. REQUESTS FOR EXCLUSION 

11.1 Settlement Class members who wish to exclude themselves (opt out) from 

the Settlement Class must submit a written Request for Exclusion to the Settlement 

Administrator. To be effective, such a request must include the Settlement Class 

members’ 

(a) name, 

(b) mailing address, 

(c) e-mail address, 

(d) the signature of the Settlement Class member (or, in the case of a 

Person who is deceased or incapacitated only, the signature of the legally authorized 

representative of that Settlement Class member), and 

(e) substantially the following statement, “I want to opt out of the 

class certified in the Sabol/Done v. Hydroxatone litigation.” 

11.2 Requests for Exclusion may be submitted via First Class United States 

Mail or other overnight private carrier such as FedEx, paid by the Settlement Class 

member and sent to the Settlement Administrator at the address provided in the 

Individual Notice of Settlement. Requests for Exclusion must be postmarked no later 

than twenty one (21) days before the Final Approval (Final Fairness) Hearing. 

11.3 The Settlement Administrator shall promptly log each Request for 

Exclusion that is received, and shall provide copies of the log and all such Requests for 

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Exclusion to Class Counsel no later than ten (10) days before the Final Approval (Final 

Fairness) Hearing. 

12. OBJECTIONS 

12.1 Settlement Class members who do not request exclusion from the 

Settlement Class may object to the Settlement. Settlement Class Members who choose to 

object to the Settlement must file written notices of intent to object with the Court and 

serve copies of any such objection on counsel for the Parties, as set forth in more detail in 

Paragraph 12.2 of this Settlement Agreement. Any Settlement Class Member may appear 

at the Final Approval (Final Fairness) Hearing, in person or by counsel, and be heard to 

the extent permitted under applicable law and allowed by the Court, in opposition to the 

fairness, reasonableness, and adequacy of the Settlement, and on Class Counsel’s 

application for an award of attorneys’ fees and costs. The right to object to the 

Settlement must be exercised individually by an individual Settlement Class member and, 

except in the case of a deceased, minor, or incapacitated Person or where represented by 

counsel, not by the act of another Person acting or purporting to act in a representative 

capacity. 

12.2 To be effective, a notice of intent to object to the Settlement must be filed 

with the Court and must: 

(a) Contain a caption that includes the name of the Sabol/Done Case 

and the case number as follows: Sabol et al. v. Hydroxatone, Case No. 2:11-cv-04586-

KM-MAH (D.N.J.); 

(b) Provide the name, address, telephone number and signature of the 

Settlement Class member filing the intent to object; 

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(c) Provide the approximate date of his/her transaction with 

Hydroxatone and the total amount paid by him or her for Hydroxatone products; 

(d) Verify by sworn statement that he or she has not received a refund 

of his/her Hydroxatone product charges and/or shipping and processing charges and/or 

that they have not been reimbursed for return postage charges paid; 

(e) Be filed with the District of New Jersey Clerk of the Court not 

later than 30 (thirty) days before the date of the Final Approval Hearing; 

(f) Be served on Class Counsel and counsel for Defendants so as to be 

received no later than 30 (thirty) days before the date of the Final Approval Hearing; 

(g) Contain the name, address, bar number and telephone number of 

the objecting Settlement Class Member’s counsel, if represented by an attorney; 

(h) Contain the number of class action settlements objected to by the 

Settlement Class Member in the last three years; and 

(i) State whether the objecting Settlement Class member intends to 

appear at the Final Approval (Final Fairness) Hearing, either in person or through 

counsel. 

12.3 In addition to the foregoing, if the Settlement Class Member is represented 

by counsel and such counsel intends to speak at the Final Approval (Final Fairness) 

Hearing, a notice of intent to object must contain the following information: 

(a) A detailed statement of the specific legal and factual basis for each 

and every objection; and 

(b) A detailed description of any and all evidence the objecting 

Settlement Class member may offer at the Final Approval (Final Fairness) Hearing, 

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including copies of any and all exhibits that the objecting Settlement Class member may 

introduce at the Final Approval (Final Fairness) Hearing. 

12.4 Any Settlement Class member who does not file a timely and adequate 

notice of intent to object in accordance with this Section 12 waives the right to object or 

to be heard at the Final Approval (Final Fairness) Hearing and shall forever be barred 

from making any objection to the Settlement. To the extent any Settlement Class 

member objects to the Settlement, and such objection is overruled in whole or in part, 

such Settlement Class member will be forever bound by the Final Approval Order and 

Judgment of the Court. 

13. FINAL APPROVAL 

13.1 The Individual Notice to Settlement Class shall contain a date, time, and 

location for the Final Approval (Final Fairness) Hearing to be conducted by the Court. 

13.2 Upon final approval of this Settlement Agreement, the Final Approval 

Order and Judgment (which shall be substantially in the form of Exhibit C attached 

hereto) shall be entered by the Court, which shall, inter alia: 

(a) Grant final approval to the Settlement and Settlement Agreement 

as fair, reasonable, adequate, in good faith and in the best interest of Plaintiffs and all 

Class Members, and order the Parties to carry out the provisions of this Settlement 

Agreement; 

(b) Adjudge that the Releasing Parties are conclusively deemed to 

have released Defendants and the Released Parties of the Released Claims; 

(c) Bar and permanently enjoin each Settlement Class Member, 

including but not limited to the plaintiffs in Related Actions, from prosecuting against the 

Released Parties any and all of the Released Claims; 

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(d) Enjoin Defendants as set forth in the Prospective Relief described 

in Paragraph 4 (c) of this Settlement Agreement; and 

(e) Reserve continuing jurisdiction by the Court to preside over any 

ongoing proceedings relating to this Settlement Agreement. 

14. RELEASE BY ALL SETTLEMENT CLASS MEMBERS 

14.1 The Releases. As of the Effective Date, the Settlement Class members 

including Plaintiffs in this Action (collectively, the “Releasing Parties”), release 

Defendants (as defined herein) and any and all of their predecessors, successors, assigns, 

parents, subsidiaries, owners (including Thomas Shipley and Andrew Surwilo), 

employees, agents, consultants, directors, officers, partners, financial or investment 

advisors, insurers, lenders, legal representatives, affiliates, vendors and suppliers or other 

entities in which Defendants have a controlling interest or which are related to or 

affiliated with it, including: (a) Defendants Hydroxatone LLC and Atlantic Coast Media 

Group LLC; (b) Defendants’ counsel; (c) Defendants’ successors and predecessors and 

their past, present, and future direct and indirect owners, parents, subsidiaries, and other 

corporate affiliates, vendors and suppliers or other entities in which Defendants have a 

controlling interest; (d) Marketing Architects, Inc.; and (e) for each of the foregoing 

Persons, each of their past, present, or future officers, directors, shareholders, owners, 

employees, representatives, agents, principals, partners, members, administrators, 

legatees, executors, heirs, estates, predecessors, successors, or assigns (the “Released 

Parties”), from the “Released Claims.” The Released Claims do not include any actual or 

potential personal injury claims. 

14.2 Released Claims. “Released Claims” have the meaning set forth in the 

entirety of this Section 14 of this Settlement Agreement and means any and all actions, 

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causes of action, claims, demands, liabilities, obligations, damage claims, restitution 

claims, injunction claims, declaratory relief claims, fees, costs, sanctions, proceedings 

and/or rights of any nature and description whatsoever, whether legal or equitable, 

including, without limitation, violations of any state or federal statutes and laws, rules or 

regulations, including but not limited to 47 U.S.C. § 201, et seq., Ala. Code § 8.19-1 et 

seq. (Alabama); Alaska Stat. § 45.50.471 et seq. (Alaska); Ariz. Rev. Stat. Ann. § 44-

1521 et seq. (Arizona); Ark. Code Ann. § 4-88-101 et seq. (Arkansas); Cal. Civ. Code § 

1671, Cal. Bus. & Prof. Code § 17200 et seq., Cal. Bus. & Prof. Code §17500 et seq., 

Cal. Civ. Code § 1750 et seq. (California); Colo. Rev. Stat. § 6-1-105 et seq. (Colorado); 

Conn. Gen. Stat. § 42-110a (Connecticut); Del. Code Ann. Tit. 6, § 2511 et seq.

(Delaware); D.C. Code Ann. § 28-3901 et seq. (District of Columbia); Fla. Stat. Ann. § 

501.201 et seq. (Florida); Ga. Code Ann. § 10-1-390 et seq. (Georgia); Haw. Rev. Stat. § 

481A-1 et seq. and Haw. Rev. Stat. § 480-1 et seq. (Hawaii); Idaho Code § 48-601 et seq.

(Idaho); Kan. Stat. Ann § 50.623 et seq. (Kansas); Ky. Rev. Stat. § 367.11.0 et seq.

(Kentucky); La. Rev. Stat. Ann. § 51:1401 et seq. (Louisiana); Me. Rev. Stat. Ann. Tit. 5, 

§ 205-A et seq. (Maine); Md. Com. Law Code Ann. § 13-101 et seq., Md. Com. Law 

Code Ann. § 13-301 et seq., Md. Com Law Code Ann. § 13-408 et seq. (Maryland); Mass 

Gen. L. ch. 93A, § et seq. (Massachusetts); Mich. Stat. Ann. § 445.901 et seq., Mich. 

Stat. Ann. § 19.418(1) et seq. (Michigan); Minn. Stat. § 325F.68 et seq., Minn. Stat. 

§.8.31 (Minnesota); Miss. Code Ann. § 75-24-3 et seq. (Mississippi); Mo. Rev. Stat. 

§ 407.010 et seq. (Missouri); Mont. Code Ann. § 30-14-101 et seq. (Montana); Neb. Rev. 

Stat.§ 59-1601 et seq. (Nebraska); Nev. Rev. Stat. § 41.600 and Nev. Rev. Stat. 

§ 598.0903 et seq. (Nevada); N.H. Rev. Stat. Ann. § 358:1 et seq. (New Hampshire); N.J. 

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Rev. Stat. § 56:8-1 et seq., N.J. Rev. Stat. § 56:12-1 et seq. (New Jersey § 46:30A-1); 

N.M. Stat. Ann. § 57-12-1 et seq. (New Mexico); N.Y. Gen. Bus. Law. § 349 et seq., 

(New York); N.C. Gen. Stat. § 75-1 et seq. (North Carolina); N. D. Cent. Code § 51-15-

01 et seq. (North Dakota); Ohio Rev. Code Ann. § 1345.01 et seq. O.R.C. 1333.60 

(Ohio); Okla. Stat. Tit. 15, § 751 et seq. (Oklahoma); Ore. Rev. Stat. § 646.605 et seq.

(Oregon); Penn. Stat. § 201-1 et seq. (Pennsylvania); R.I. Gen. Laws § 6-13.1:1 et seq.

(Rhode Island); S.C. Code Ann. § 39-5-10 et seq. (South Carolina); S.D. Codified Laws 

Ann.§ 37-24.1 et seq. (South Dakota); Tenn. Code Ann. § 47-18-101 et seq. (Tennessee); 

Tex. Bus. & Comm. Code Ann. § 17.41 et seq. (Texas); Vt. Stat. Ann. Tit. 9, § 2451 et 

seq. (Vermont); Va. Code Ann. § 59.1-196 et seq. (Virginia); Wash. Rev. Code § 

19.86.010 et. seq. (Washington); W.Va. Code § 46A-6-101 et seq. (West Virginia); and 

Wyo. Stat. § 40;12-101 et seq. (Wyoming), or principles of common law, whether 

liquidated or unliquidated, known or unknown, in law, equity, arbitration, or otherwise, 

whether or not concealed or hidden, that in any way relate to, in whole or in part, or arise 

out of, any of the allegations, claims, and/or theories raised in or that could have been 

raised in the Action or Related Actions against Defendants. The term “Released Claims” 

includes any and all actions, causes of action, claims, demands, liabilities, obligations, 

damage claims, restitution and unjust enrichment claims, injunction claims, declaratory 

relief claims, fees, costs, sanctions, proceedings and/or rights of any nature and 

description whatsoever, whether legal or equitable, that in any way challenge 

Defendants’ Risk Free Trials and/or Auto-Shipment Programs, billing practices 

(including the use of delayed-billing programs), beauty program, alleged use of a 

negative option program, the representations and/or disclosures and/or Defendants’ 

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adherence to the terms (or alleged terms) of such offers, and/or any claim related to the 

receipt of and/ or payment for unordered products. 

14.3 Waiver of Unknown Claims. On the Effective Date, the Released Parties 

and the Settlement Class Members shall be deemed to have, and by operation of this 

Agreement shall have, with respect to the subject matter of the Released Claims, 

expressly waived the benefits of any statutory provisions or common law rule that 

provides, in sum or substance, that a general release does not extend to claims which the 

party does not know or suspect to exist in its favor at the time of executing the release, 

which if known by it, would have materially affected its settlement with any other party. 

In particular, but without limitation, the Released Parties and the Settlement Class 

Members waive the provisions of California Civil Code § 1542 (or any like or similar 

statute or common law doctrine), and do so understanding the significance of that waiver. 

Section 1542 provides: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR 

AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR 

HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH 

THE DEBTOR. 

14.4 The Releasing Parties may hereafter discover facts in addition to or 

different from those that they now know or believe to be true with respect to the Released 

Claims, but upon the Effective Date, shall be deemed to have, and by operation of the 

entry of the Final Approval Order and Judgment shall have, fully, finally, and forever 

settled and released any and all of the Released Claims, whether known or unknown, 

suspected or unsuspected, contingent or non-contingent, which now exist, or heretofore 

have existed, upon any theory of law or equity now existing or coming into existence in 

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NJ01\HerbL\173364.5 37 

the future, including, but not limited to, conduct that is negligent, intentional, with or 

without malice, or a breach of any duty, law or rule, without regard to the subsequent 

discovery or existence of such different or additional facts. 

14.5 As of the Effective Date, by operation of the entry of the Final Approval 

Order and Judgment, each Settlement Class member who does not file a valid Request for 

Exclusion, thereby becoming a Settlement Class Member, automatically, upon final 

approval of the Settlement, shall be held to have fully released, waived, relinquished, and 

discharged the Released Parties from the Released Claims, to the fullest extent permitted 

by law, and shall be enjoined from continuing, instituting or prosecuting any legal 

proceeding against the Released Parties relating in any way whatsoever to the Released 

Claims. 

14.6 On the Effective Date, the Settlement Class and each Settlement Class 

Member shall be deemed to have, and by operation of this Agreement shall have, fully, 

finally and forever released, relinquished and discharged the Released Parties from any 

and all of the Released Claims. This Settlement Agreement may be pleaded by 

Defendants and the Released Parties as a bar to all, or any relevant portion, of any action 

pending or filed by a Settlement Class Member concerning, relating to or arising out of 

the Released Claims, and Class Counsel will cooperate with Defendants to enforce this 

Agreement and Final Approval Order and Judgment, if entered pursuant to the terms 

herein, as to Released Claims, Released Parties, Released Claims and any collateral 

attacks or subsequent claims or actions. 

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NJ01\HerbL\173364.5 38 

14.7 The Releasing Parties stipulate and agree that upon the Court’s final 

approval of this Settlement Agreement, the Claims in Sabol et al. v. Hydroxatone shall be 

dismissed with prejudice. 

14.8 The Releasing Parties, on behalf of themselves and their respective 

assigns, agree not to sue or otherwise make a claim against any of the Released Parties 

that is in any way related to the Released Claims. 

14.9 Upon Final Approval, Defendants shall release and forever discharge 

Plaintiffs and their representatives, attorneys, employees, agents, predecessors and 

successors from any claim related to the prosecution of the Action and the Related 

Actions. 

15. CONFIRMATORY DISCOVERY 

15.1 As part of this Settlement, defendants Hydroxatone LLC and Atlantic 

Coast Media Group LLC will provide confirmatory discovery regarding their financial 

condition, including production of audited financial statements for fiscal years 2010 and 

2011 and financial statements for 2012. 

16. AUTOMATIC TERMINATION OF SETTLEMENT AGREEMENT AND 

TERMINATION RIGHTS 

16.1 This Settlement Agreement shall terminate automatically in the event that 

(i) the Court does not preliminarily approve this Settlement Agreement, (ii) the Court 

does not finally approve this Settlement Agreement, (iii) the Court does not enter the 

Final Approval Order and Judgment dismissing the claims with prejudice and without 

leave to amend; or (iv) this Settlement Agreement does not become Final, is terminated, 

or is not consummated for any other reason: 

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NJ01\HerbL\173364.5 39 

16.2 Except as expressly stated herein, if any of the events set forth in Section 

16.1 occur, this Settlement Agreement shall automatically become null and void and have 

no further force or effect, and all proceedings that have taken place with regard to this 

Settlement Agreement and the Settlement shall be without prejudice to the rights and 

contentions of the Parties hereto; 

16.3 In the event that the Settlement is terminated, 

(a) this Settlement Agreement, all of its provisions (including, without 

limitation, any provisions concerning class certification), and all negotiations, statements 

and proceedings related to this Settlement Agreement shall be without prejudice to the 

rights of any of the Parties, each of whom shall be restored to their respective position as 

of August 14, 2012, including but not limited to the issues related to all claims, defenses, 

and issues under Fed. R. Civ. P. 23; 

(b) This Settlement Agreement, any provision of this Settlement 

Agreement (including, without limitation, the provisions concerning class certification), 

and the fact of this Settlement Agreement having been made, shall not be admissible or 

entered into evidence for any purpose whatsoever; nor will any information produced 

solely in connection with the parties’ mediation or confirmatory discovery be admissible; 

(c) Any judgment or order entered in connection with this Settlement 

Agreement, including, without limitation, any order certifying the Settlement Class, will 

be vacated and will be without any force or effect. 

16.4 This Section 16 shall survive any termination of this Settlement 

Agreement. 

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NJ01\HerbL\173364.5 40 

17. NO ADMISSION; LIMITATIONS ON USE OF SETTLEMENT 

AGREEMENT 

17.1 No Admission. Neither the acceptance by Defendants of the terms of this 

Settlement Agreement nor any of the related negotiations or proceedings constitutes an 

admission with respect to the merits of the claims alleged in the Action or Related 

Actions, the validity of any claims that could have been asserted by any of the Settlement 

Class Members in the Action or Related Actions, or the liability of Defendants in the 

Action or Related Action. Defendants specifically deny any liability or wrongdoing of 

any kind associated with the claims alleged in the Action and Related Actions and 

maintain that the marketing and advertising for the Hydroxatone products, including but 

not limited to the Risk Free Trial and/or Auto-Shipment Program, at all times were and 

are in compliance with all applicable laws, statutes, and regulations and also with all 

policies adopted by applicable regulatory agencies. 

17.2 Limitations on Use. This Agreement shall not be used, offered, or 

received into evidence in the Action and Related Action for any purpose other than to 

enforce, to construe, or to finalize the terms of the Settlement Agreement and/or to obtain 

the preliminary and final approval by the Court of the terms of the Settlement Agreement. 

Neither this Settlement Agreement nor any of its terms shall be offered or received into 

evidence in any other action or proceeding, but where properly offered or received into 

evidence as set forth above, this Settlement Agreement shall be binding and shall have 

preclusive effect on any claims barred by the release provisions and waiver of unknown 

claim provisions set forth above. 

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NJ01\HerbL\173364.5 41 

18. EXCLUSIVE REMEDY; DISMISSAL OF CLAIMS; JURISDICTION OF 

COURT; NO COLLATERAL ATTACK. 

18.1 Exclusive Remedy. This Agreement shall be the exclusive source of 

remedy for all Released Claims, any claim arising out of this Agreement, and any 

complaint by any Settlement Class Member against the Released Parties related to the 

Released Claims. No Released Party shall be subject to liability or expense of any kind 

to any Settlement Class Member related to the Released Claims except as provided in this 

Agreement. Upon the Effective Date, every Settlement Class Member shall be 

permanently barred an enjoined from asserting any Released Claims against any Released 

Party in any proceeding, including in any Related Actions. 

18.2 Dismissal of Claims. The Parties agree that, after the Court’s approval of 

this Settlement, a judgment substantially in the form of the Final Approval Order and 

Judgment attached as Exhibit C shall be entered dismissing with prejudice the Action and 

releasing the Released Claims. 

18.3 Continuing and Exclusive Jurisdiction. The Court shall retain continuing 

and exclusive jurisdiction with respect to implementation and enforcement of the terms of 

this Agreement, and all Parties submit to the jurisdiction of the Court for purposes of 

implementing and enforcing the Settlement embodied in this Agreement. 

18.4 No Collateral Attack. This Agreement shall not be subject to collateral 

attack by any Settlement Class Member at any time on or after the Effective Date. Such 

prohibited collateral attacks shall include, but shall not be limited to, claims that a 

Settlement Class Member's claim was improperly denied, that the payment to a 

Settlement Class Member was improperly calculated, and/or that a Settlement Class 

Member failed to receive timely notice of the Settlement Agreement. 

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NJ01\HerbL\173364.5 42 

19. MISCELLANEOUS PROVISIONS 

19.1 Amendment. This Agreement may be modified, amended or 

supplemented only by written agreement signed by or on behalf of all Parties and, if such 

modification, amendment or supplement is to be executed and become effective 

subsequent to the entry of the Court Order, only with the approval of the Court. 

19.2 Assumption of Risk. In entering into this Settlement Agreement, each of 

the Parties assumes the risk of any mistake of fact or law. If either Party should later 

discover that any fact which the Party relied upon in entering this Agreement is not true, 

or that the Party’s understanding of the facts or law was incorrect, the Party shall not be 

entitled to modify, reform, or set aside this Settlement Agreement, in whole or in part, by 

reason thereof. 

19.3 Binding On Assigns. This Agreement shall be binding upon and inure to 

the benefit of the Parties and their respective heirs, trustees, executors, successors, and 

assigns. 

19.4 Class Member Signatures. It is agreed that, because the Settlement 

Class Members are so numerous, it is impractical to have each Settlement Class Member 

execute this Agreement. The Notice will advise all Settlement Class Members of the 

binding nature of the Releases and of the remainder of this Agreement, and in the absence 

of a valid and timely Request for Exclusion, such Notice shall have the same force and 

effect as if each Settlement Class Member executed this Agreement. 

19.5 Confidentiality Agreement. The Parties agree that, prior to the provision 

of information to the Settlement Administrator, the Settlement Administrator will execute 

a confidentiality agreement satisfactory to Defendants. 

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NJ01\HerbL\173364.5 43 

19.6 Construction. The Parties agree that the terms and conditions of this 

Settlement Agreement are the result of lengthy, intensive arms-length negotiations 

between the Parties and that this Agreement shall not be construed in favor of or against 

any Party by reason of the extent to which any Party, or his or its counsel, participated in 

the drafting of this Agreement. 

19.7 Counterparts. This Settlement Agreement and any amendments hereto 

may be executed in one or more counterparts, and either Party may execute any such 

counterpart, each of which when executed and delivered shall be deemed to be an 

original and both of which counterparts taken together shall constitute but one and the 

same instrument. A facsimile or PDF signature shall be deemed an original for all 

purposes. 

19.8 Governing Law. All questions with respect to the construction of this 

Settlement Agreement and the rights and liabilities of the parties hereto shall be governed 

by the laws of the State of New Jersey. 

19.9 Headings. Titles or captions contained herein are inserted as a matter of 

convenience and for reference, and in no way define, limit, extend, or describe the scope 

of this Settlement Agreement or any provision hereof. Each term of this Settlement 

Agreement is contractual and not merely a recital. 

19.10 Incorporation of Exhibits. All exhibits attached hereto are hereby 

incorporated by reference as though set forth fully herein and are a material part of this 

Settlement Agreement. Any notice or other exhibit attached hereto requires approval of 

the Court must be approved without material alteration from its current form in order for 

this Settlement Agreement to become effective. 

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NJ01\HerbL\173364.5 44 

19.11 Integration Clause. This Agreement, including the Exhibits referred to 

herein, which form an integral part hereof, contains the entire understanding of the 

Parties with respect to the subject matter contained herein. There are no promises, 

representations, warranties, covenants, or undertakings governing the subject matter of 

this Agreement other than those expressly set forth in this Agreement. This Agreement 

supersedes all prior agreements and understandings among the Parties with respect to the 

Settlement of the Action. This Agreement may not be changed, altered or modified, 

except in a writing signed by the Parties and approved by the Court. This Agreement 

may not be discharged except by performance in accordance with its terms or by a 

writing signed by the Parties. 

19.12 No Assignment. Each Party represents, covenants, and warrants that she 

or it has not directly or indirectly assigned, transferred, encumbered, or purported to 

assign, transfer, or encumber any portion of any liability, claim, demand, cause of action, 

or rights that she or it herein releases. 

19.13 Notice. All notices, requests, demands and other communications 

required or permitted to be given pursuant to this Settlement Agreement shall be in 

writing and shall be delivered personally or mailed postage pre-paid by First Class U.S. 

Mail to the following persons at their addresses set forth as follows: 

Plaintiffs’ Class Counsel 

COHEN MILSTEIN SELLERS & TOLL PLLC 

Andrew N. Friedman 

Whitney R. Case 

Stefanie M. Ramirez 

1100 New York Avenue, N.W., Suite 500 West 

Washington, DC 20005-3964 

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NJ01\HerbL\173364.5 45 

McLAUGHLIN & STERN LLP 

Lee S. Shalov 

260 Madison Ave. 

New York, NY 10016 

LAW OFFICE OF ANGELA EDWARDS 

Angela Edwards 

72 Canterbury Circle 

East Longmeadow, MA 01028 

Counsel for Defendants 

KELLEY DRYE & WARREN LLP 

Michael C. Lynch 

Joseph A. Boyle 

Lauri A. Mazzuchetti 

Michael A. Innes 

200 Kimball Drive 

Parsippany, NJ 07054 

19.14 Parties’ Authority. The signatories hereto represent that they are fully 

authorized to enter into this Agreement and bind the Parties to the terms and conditions 

hereof. 

19.15 Participation on the Preparation of Settlement Agreement. The 

Parties and their counsel have each participated and cooperated in the drafting and 

preparation of this Settlement Agreement. Hence, in any construction to be made of this 

Settlement Agreement, the same shall not be construed against any party as drafter of the 

Settlement Agreement. 

19.16 Represented by Counsel. The Parties each acknowledge that he, she or it 

has been represented by counsel of his, her or its own choice throughout all of the 

negotiations that led to the execution of this Settlement Agreement and in connection 

with the preparation and execution of this Settlement Agreement. 

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NJ01\HerbL\173364.5 46 

19.17 Duly Authorized. The Parties each represent and warrant that each of the 

Persons executing this Settlement Agreement is duly empowered and authorized to do so. 

19.18 Settlement Conditioned on Certain Matters. This entire Settlement 

Agreement is contingent upon the Parties reaching agreement on the contents of the 

exhibits and ancillary agreements hereto. 

19.19 Terms and Conditions Not Superseded. Nothing in this Agreement 

abrogates, supersedes, modifies, or qualifies in any way any of the contractual terms and 

conditions applicable in the ordinary course to the relationship between Defendants and 

their customers, or to the products and services provided by Defendants and purchased by 

their customers. 

19.20 Waiver Of Compliance. Any failure of any Party to comply with any 

obligation, covenant, agreement, or condition herein may be expressly waived in writing, 

to the extent permitted under applicable law, by the Party or Parties entitled to the benefit 

of such obligation, covenant, agreement, or condition. A waiver or failure to insist upon 

compliance with any representation, warranty, covenant, agreement, or condition shall 

not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 

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Ex. A 

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Exhibit A – Claim Form 

Sabol v. Hydroxatone, LLC 

IF YOU HAVE IDENTIFIED YOURSELF AS A SETTLEMENT CLASS MEMBER AND 

BELIEVE THAT YOU ARE ENTITLED TO CLAIM A SETTLEMENT BENEFIT, PLEASE 

COMPLETELY AND ACCURATELY FILL IN THE INFORMATION REQUESTED BELOW 

(If you are unsure whether you are a Settlement Class Member or entitled to a Settlement Benefit, please review the 

Settlement Agreement including the Class Definition and benefit categories by clicking here www.insert.com. The 

defined terms used in this Claim Form, other than those defined in this Claim Form, shall have the same meaning set 

forth in the Settlement Agreement.) 

THIS CLAIM FORM MUST BE POSTMARKED OR FILED ELECTRONICALLY NO 

LATER THAN 30 DAYS AFTER THE FINAL APPROVAL HEARING (the “CLAIM 

DEADLINE”): 

Do not call or write to Atlantic Coast Media Group LLC (“ACMG”) , Hydroxatone LLC

(“Hydroxatone”) or the Court regarding the Settlement, Settlement Benefits or Claim 

Form.

You must complete and submit all portions of this claim form in Sections I-III and sign and 

date in Section IV. 

I. PERSONAL INFORMATION 

First Name ________________ Middle Initial___ Last Name____________ 

Mailing Address ___________________________________________________ 

City____________________________ State _____ Zip _______ 

1 NJ01\HerbL\175843.4 

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Exhibit A – Claim Form 

Email Address______________________________________________ 

________________________________________________________________________ 

IS THIS THE MAILING ADDRESS AND EMAIL YOU USED WHEN ORDERING 

YOUR RISK FREE TRIAL? 

 YES ___ 

 NO ___ * (If No, please provide that information where indicated below) 

ORIGINAL ORDER INFORMATION (For Reference Purposes Only) 

First Name ________________ Middle Initial___ Last Name____________ 

Mailing Address ___________________________________________________ 

City____________________________ State _____ Zip _______ 

Email Address______________________________________________ 

Telephone Number _____________________________________________________ 

2 

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Exhibit A – Claim Form 

II. YOUR HYDROXATONE PURCHASE(S) 

*** Please attach to your Claim Form copies of any receipts, or packaging slips or proof of 

purchase related to the products that you received; You may make a Claim without these 

documents, but the documentation may expedite the processing of your Claim for 

Settlement Benefits.

1. Approximate date that you initially ordered or accepted a Risk Free Trial offer for, or 

received, the Hydroxatone products(s): 

2. What was the total amount that you paid to ACMG or Hydroxatone LLC in connection 

all of the products that you received? ______ 

a. Did you attempt to return the product(s)? 

Yes ______ 

No ______ 

b. How did you attempt to notify ACMG or Hydroxatone that you wished to 

return the products? (Check where applicable) 

 ___ I telephoned Hydroxatone LLC and/or Atlantic Coast Media Group LLC 

 ___ I emailed Hydroxatone LLC and/or Atlantic Coast Media Group LLC 

 ___ I sent a letter to Hydroxatone LLC and/or Atlantic Coast Media Group 

___ I shipped the product(s) back to Hydroxatone LLC and/or Atlantic Coast 

Media Group LLC 

c. Did you pay more than shipping and processing or return postage for the 

product(s) you attempted to return? 

Yes ______ 

No ______ (skip to number 4.) 

d. What is the total amount paid that was more than shipping and processing or 

return postage? ______ 

3. Did you receive additional shipments of Hydroxatone products after you attempted to 

return the product(s)? Yes ______ 

No ______ 

3 

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Exhibit A – Claim Form 

4. Were you enrolled in an Auto-Shipment Program? 

Yes ______ 

No ______ (Skip to Section III.) 

a. Did you ever attempt to cancel your Auto-Shipment Program (the auto-ship 

feature)? 

Yes______ 

No ______ (Skip to Section III.) 

b. How did you attempt to cancel your Auto-Shipment Program membership? 

(Check where applicable) 

 ___ I telephoned Hydroxatone LLC and/or Atlantic Coast Media Group LLC 

 ___ I emailed Hydroxatone LLC and/or Atlantic Coast Media Group LLC 

 ___ I sent a letter to Hydroxatone LLC and/or Atlantic Coast Media Group 

___ I shipped the product(s) back to Hydroxatone LLC and/or Atlantic Coast 

Media Group LLC 

c. Did you receive any additional shipments of product after you attempted to 

cancel? 

Yes _______ 

 No ______ (Skip to Section III.) 

d. Did you pay more than shipping and processing or return postage for product(s) 

you received after you attempted to cancel your Auto-Shipment Program 

membership? 

Yes _______ 

 No ______ 

e. What is the total amount that you paid that was more than shipping and 

processing or return postage? _______ 

4 

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Exhibit A – Claim Form 

III. SELECT YOUR SETTLEMENT BENEFIT (choose either GROUP ONE or 

GROUP TWO and select a benefit):

[ ] A. GROUP ONE. AS DESCRIBED IN THE NOTICE, THE SETTLEMENT 

BENEFITS OFFERED IN THIS GROUP INCLUDE SETTLEMENT CLASS 

MEMBERS WHO: (1) TRIED TO, ATTEMPTED TO, MADE EFFORTS TO, OR 

TOOK ANY ACTIONS DESIGNED TO RETURN RISK-FREE TRIAL PRODUCT(S) 

AND/OR AUTO-SHIPMENT PROGRAM PRODUCT(S) AND PAID MORE THAN 

SHIPPING AND PROCESSING AND/OR RETURN POSTAGE IN CONNECTION 

WITH SUCH PRODUCT AND/OR RECEIVED ADDITIONAL SHIPMENTS OF 

PRODUCT FOR WHICH THEY PAID, OR (2) CANCELLED AND/OR ATTEMPTED 

TO CANCEL THEIR AUTO-SHIPMENT PROGRAM MEMBERSHIPS BUT 

RECEIVED ADDITIONAL SHIPMENTS OF PRODUCT FOR WHICH THEY PAID 

MORE THAN SHIPPING AND PROCESSING AND/OR RETURN POSTAGE. 

 [ ] I choose the Cash Benefit 

Which Category Do You Fall Into? Maximum Value of 

Benefit 

Check Box To Select 

Benefit 

Group 1 Claimant who spent more 

than $200 with Defendants after all 

prior refunds 

$100 

Group 1 Claimant who between 

$100 and $200 with Defendants 

after all prior refunds 

$75 

Group 1 Claimant who spent less 

than $100 with Defendants after all 

prior refunds 

$40 

 

Continue to next page.

5 

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Exhibit A – Claim Form 

OR 

[ ] I choose the Product Benefit (subject to availability) 

 (Check box next to selected Product Benefit) 

Group 1 Claimant who spent more 

than $150 with Defendants after all 

prior refunds 

Choice of One of the Following 

Products 

Retail 

Price

1. Luminique Facial Brightener 3 oz $49.95 

2. Sunsoak Age-Defying Self Tanner 

1oz 

$59.95 

3. Pore Minimizer Serum 1 oz $59.95 

4. Instant Wrinkle Filler 30 Day Boxes $59.95 

5. Instant Effect 30 Day Boxes $59.95 

6. Celtrixa Stretchmark LotionOriginal Formula $59.95 

Group 1 Claimant who spent $150 

or less with Defendants after all 

prior refunds 

Choice of One of the Following 

Products

Retail 

Price

Hydroxatone Anti-aging Body Lotion 

by Celtrixa 

$19.95 

Declatone Deluxe Sample for Retail - 

0.5 oz 

$29.95 

Hydroxatone Gentle Milky Cleanser 

3 oz 

$39.95 

Hydroxatone Age Defying Toner 3 oz $39.95 

Keracalm $39.95 

6 

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Exhibit A – Claim Form 

[ ] B. GROUP TWO. AS DESCRIBED IN THE NOTICE, THE SETTLEMENT 

BENEFITS OFFERED IN THIS GROUP INCLUDE SETTLEMENT CLASS 

MEMBERS WHO: (1) PAID ONLY SHIPPING AND PROCESSING AND/OR RETURN 

POSTAGE IN CONNECTION WITH RISK-FREE TRIAL PRODUCT(S) AND/OR 

AUTO-SHIPMENT PROGRAM PRODUCT(S); (2) PAID MORE THAN SHIPPING 

AND PROCESSING AND/OR RETURN POSTAGE IN CONNECTION WITH RISKFREE PRODUCT(S) AND/OR AUTO-SHIPMENT PROGRAM PRODUCTS(S), BUT 

DID NOT TRY TO, ATTEMPT TO, OR TAKE ANY ACTION DESIGNED TO 

RETURN THE PRODUCTS; (3) CANCELLED AND/OR ATTEMPTED TO CANCEL 

AN AUTO-SHIP PROGRAM MEMBERSHIP, BUT PAID ONLY SHIPPING AND 

PROCESSING OR RETURN POSTAGE COSTS; (4) NEVER TRIED TO CANCEL 

THEIR AUTO-SHIP PROGRAM MEMBERSHIP; (5) OTHERWISE FALL WITHIN 

THE DEFINITION OF THE SETTLEMENT CLASS. 

 [ ] I choose ONE of the following Product Benefits (subject to availability) 

Group 2 Claimants Choice of One of the Following 

Products

Retail 

Price

Hydroxatone Anti-aging Body Lotion 

by Celtrixa 

$19.95 

Declatone Deluxe Sample for Retail - 

0.5oz 

$29.95 

Hydroxatone Gentle Milky Cleanser 

3 oz 

$39.95 

Hydroxatone Age Defying Toner 3 oz $39.95 

Keracalm $39.95 

IV. DECLARATION 

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

set forth above is true and correct. 

Dated: ______________ __________________________________ 

7 

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Exhibit A – Claim Form 

 [Signature] 

______________________________________________________________________________ 

8 

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Exhibit A – Claim Form 

9 

ADDITIONAL INSTRUCTIONS 

 Your Claim is subject to verification by the Settlement Administrator. If your Claim is 

approved, a check for the Cash Benefit or a Product Benefit will be mailed to you. 

 This Claim Form must be submitted online or postmarked on or before ____________. 

 Submit this form electronically online at __________________ or by U.S. mail to: 

____________________________ 

[address] 

____________________________ 

[address] 

____________________________ 

[address] 

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Ex. B 

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Exhibit B – Order Granting Preliminary Approval 

Joseph A. Boyle 

Michael C. Lynch (pro hac vice) 

Lauri A. Mazzuchetti 

Michael A. Innes 

KELLEY DRYE & WARREN LLP 

200 Kimball Drive 

Parsippany, New Jersey 07054 

Phone (973) 503-5900 

Attorneys for Defendants 

Hydroxatone LLC and 

Atlantic Coast Media Group LLC 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF NEW JERSEY 

---------------------------------- X

SUSAN SABOL, VALERIE DONE, 

and KATHLEEN KLODNER on 

behalf of themselves and all others 

similarly situated, 

 Plaintiffs, 

-againstHYDROXATONE LLC and 

ATLANTIC 

COAST MEDIA GROUP LLC, 

 Defendants. 

:

:

:

:

:

:

:

CIVIL ACTION NO. 

2:11-cv-04586-KM-MAH 

[PROPOSED] ORDER GRANTING 

PRELIMINARY APPROVAL OF 

CLASS SETTLEMENT

 CLASS ACTION

---------------------------------- X

PROPOSED ORDER GRANTING PRELIMINARY APPROVAL 

OF CLASS SETTLEMENT, DIRECTING NOTICE TO 

THE CLASS AND SCHEDULING FAIRNESS HEARING

WHEREAS, this matter has come before the Court pursuant to the 

Motion for Entry of an Order Granting Preliminary Approval of the Class 

NJ01\RAOV\175847.1 1 

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Exhibit B – Order Granting Preliminary Approval 

Settlement and Approving the Forms and Methods of Notice of the Class (the 

“Motion”) of plaintiffs Susan Sabol, Valerie Done and Kathleen Klodner 

(collectively, “Plaintiffs”); and 

WHEREAS, defendants Hydroxatone LLC and Atlantic Coast Media 

Group LLC have joined in the Motion; 

WHEREAS, the Court finds that it has jurisdiction over this Action 

and each of the Parties for purposes of settlement; and 

WHEREAS, the Court has considered all of the submissions related to 

the Motion, and is otherwise fully advised; 

IT IS HEREBY ORDERED THAT: 

I. PRELIMINARY APPROVAL OF SETTLEMENT AGREEMENT

1. The terms of the Settlement Agreement, dated February 7, 2013, 

including all Exhibits thereto (the “Settlement Agreement”), made by and among 

Plaintiffs, individually and as the representative of a class of similarly situated 

persons (the “Class”), and Defendants, and their various direct and indirect 

operating subsidiaries and affiliates (collectively, “Defendants”), are hereby 

preliminarily approved, subject to further consideration thereof at the Final 

Approval (Final Fairness) Hearing provided for below. This Order incorporates 

herein, and makes a part thereof, the Settlement Agreement, including all Exhibits 

thereto. Unless otherwise provided herein, the terms defined in the Settlement 

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Exhibit B – Order Granting Preliminary Approval 

Agreement shall have the same meanings herein. The Settlement Agreement was 

entered into only after extensive arm’s-length negotiation by experienced counsel 

and in mediation under the guidance of the Honorable Stephen M. Orlofsky (ret.). 

The Court finds that the Class Settlement embodied in the Settlement Agreement 

(the “Class Settlement”) is sufficiently within the range of reasonableness so that 

Notice of the Class Settlement should be given as provided in sections IV, V and 

VI of this Order. In making this determination, the Court has considered the 

current posture of this litigation and the risks and benefits to the Parties involved in 

both settlement of these claims and through continuation of the litigation. 

II. THE CLASS, REPRESENTATIVES, AND CLASS COUNSEL

2. The Settlement Class is defined as follows: 

All Persons residing in the United States who between 

January 1, 2005 and [insert date of Preliminary Approval 

Order] received, ordered, signed up for, paid for, and/or 

were charged for Hydroxatone-branded products, and/or 

were charged shipping and processing fees for such 

products, in connection with a Risk-Free Trial and/or 

Auto-Shipment Program. 

Excluded from the Settlement Class are Defendants, any entities in which 

Defendants have or had a controlling interest, any officers or directors of 

Defendants, the legal representatives, heirs, successors, and assigns of Defendants, 

any Judge assigned to this action and his or her immediate family, and anyone who 

timely requests exclusion from the Class. 

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3. The Court preliminarily finds that the proposed nationwide Settlement 

Class meets all the applicable requirements of Fed. R. Civ. P. 23(a), (b)(2), and 

(b)(3), and hereby certifies the Settlement Class for settlement purposes only. The 

Court hereby preliminarily finds, in the specific context of the Class Settlement, 

that: 

(a) Numerosity. The Settlement Class consists of hundreds of 

thousands of members located throughout the United States, its territories and 

possessions, and satisfies the numerosity requirement of Fed. R. Civ. P. 23(a). 

Joinder of these widely dispersed, numerous Settlement Class Members into one 

suit would be impracticable. 

(b) Commonality. Common questions of law and fact, with regard 

to the alleged activities of Defendants exist, for each of the Settlement Class 

Members. These issues are central to this case and are sufficient to establish 

commonality. 

(c) Typicality. Plaintiffs’ claims in this litigation are typical of the 

claims of the Settlement Class Members. Therefore, in the context of this 

settlement the element of typicality is satisfied. 

(d) Adequate Representation. Plaintiffs’ interests do not conflict 

with, and are co-extensive with, those of absent Settlement Class Members. 

Additionally, this Court recognizes the experience of Class Counsel, Cohen 

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Milstein Sellers & Toll PLLC as defined below, and finds under Fed. R. Civ. P. 

23(g) that the requirement of adequate representation of the Settlement Class 

Members has been fully met. 

(e) Predominance of Common Issues. Plaintiffs commonly assert 

that Defendants misrepresented the cost, terms, and scope of its risk-free and 

auto-ship programs, charged for unordered and unwanted products, and continued 

to charge membership and delivery fees despite requests for cancellation, all in 

alleged violation of pertinent law. In the context of this Class Settlement, these 

issues predominate over any individual questions, favoring class settlement. 

(f) Superiority of the Class Action Mechanism. The class action 

mechanism is ideally suited for treatment of the settlement of these matters. Class 

certification promotes efficiency and uniformity in judgment, among other reasons, 

because the many Settlement Class Members will not be forced to separately 

pursue claims or execute settlements in various courts around the country. 

4. The Class Representatives are: Susan Sabol, Valerie Done, and 

Kathleen Klodner. Based upon the Court’s familiarity with the claims and Parties, 

and the negotiation process overseen by Honorable Stephen M. Orlofsky (ret.), the 

Court preliminarily finds that these designated representatives are appropriate 

representatives for settlement purposes. The Court finds that each of these 

representatives were/are subscribers to the risk-free and auto-ship programs, were 

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charged for unordered and unwanted products, and/or continued to be charged 

membership and delivery fees despite requests for cancellation. 

5. The Court further preliminarily finds that the following firms fairly 

and adequately represent the interests of the Settlement Class and hereby confirms 

them as Class Counsel pursuant to Fed. R. Civ. P. 23(g): 

Class Counsel 

Andrew N. Friedman, Esq. 

COHEN MILSTEIN SELLERS & TOLL PLLC 

1100 New York Ave NW 

Suite 500 West 

Washington, DC 20005 

(202) 408-4600 

Lee S. Shalov, Esq. 

McLAUGHLIN & STERN LLP 

260 Madison Ave. 

New York, NY 10016 

(646) 278-4298 

Angela Edwards, Esq. 

LAW OFFICE OF ANGELA EDWARDS 

72 Canterbury Circle 

East Longmeadow, MA 01028 

(413) 525-3820 

6. If the Settlement Agreement is terminated or is not consummated for 

any reason whatsoever, the certification of the Settlement Class shall be void, and 

Plaintiffs and Defendants shall be deemed to have reserved all of their rights as set 

forth in the Settlement Agreement, including but not limited to the issues related to 

all claims, defenses and issues under Fed. R. Civ. P. 23. 

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III. COMMON FUND

7. Pursuant to the Agreement, Defendants shall deposit a total of three 

million dollars ($3,000,000) into the Escrow Account for the benefit of the 

Settlement Class, thereby establishing the Common Fund, in accordance with the 

funding schedule, and terms and conditions set forth in the Escrow Agreement. 

Any interest generated from the Common Fund shall remain in the Common Fund 

to be distributed consistent with the terms of the Settlement Agreement and the 

Escrow Agreement. 

8. The Common Fund shall be used to fund the administration of the 

Settlement Agreement, including certain shipping and processing and to provide 

monetary relief to Settlement Class Members all set forth in the Settlement 

Agreement and the Escrow Agreement. 

9. The Court finds that the Escrow Account is a “qualified settlement 

fund” as defined in Section 1.468B-1(c) of the Treasury Regulations in that it 

satisfies each of the following requirements: 

(a) The Escrow Account is established pursuant to an Order of this 

Court and is subject to the continuing jurisdiction of this Court; 

(b) The Escrow Account is established to resolve or satisfy one or 

more claims that have resulted or may result from an event that has occurred and 

that has given rise to at least one claim asserting liabilities; and 

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(c) The assets of the Escrow Account are segregated from other 

assets of Defendants, the transferors of the payment to the Settlement Fund. 

10. Under the “relation back” rule provided under section 

1.468B-1(j)(2)(i) of the Treasury Regulations, the Court finds that: 

(a) The Escrow Account met the requirements of paragraphs 9(a) 

and 9(b) of this Order prior to the date of this Order approving the establishment of 

the Escrow Account subject to the continued jurisdiction of this Court; and 

(b) Defendants and the Settlement Administrator may jointly elect 

to treat the Class Escrow Account as coming into existence as a “qualified 

settlement fund” on the latter of the date the Class Escrow Account met the 

requirements of paragraph 9 and 9(c) of this Order or January 1 of the calendar 

year in which all of the requirements of paragraph 9 of this Order are met. If such 

a relation-back election is made, the assets held by the Settlement Fund on such 

date shall be treated as having been transferred to the Escrow Account on that date. 

IV. NOTICE TO SETTLEMENT CLASS MEMBERS

11. The Court has considered the proposed Notices (Email Notice, Long 

Form Publication Notice and Short Form Postcard Notice) attached as Exhibits D, 

F and G respectively to the Settlement Agreement, including the proposed forms of 

notice, as well as the proposal for the Claim Form, attached as Exhibit A to the 

Settlement Agreement, and finds that the form, content, and manner of notice 

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proposed by the Parties and approved herein meet the requirements of due process 

and Fed. R. Civ. P. 23(c) and (e), are the best notice practicable under the 

circumstances, constitute sufficient notice to all persons entitled to notice, and 

satisfy the Constitutional requirements of notice. The Court approves the Notices 

in all respects (including the proposed forms of notice, and the proposal for the 

Claim Forms set forth in the Settlement Agreement) and orders that notice be given 

in substantial conformity therewith. The Short Form Postcard Notice shall be 

distributed through the wire services of either PR Newswire or Business Wire and 

such notice will direct members to the Long Form Publication Notice on the 

dedicated website. The Long Form Publication Notice shall be posted on a website 

maintained for that purpose by the Settlement Administrator. The Email Notice 

shall be sent electronically to the last known email address of all Settlement Class 

Members that Defendants has email addresses for. The Short Form Postcard 

Notice shall be sent to the last known addresses of all Settlement Class Members 

for whom Defendants do not have an email address. The Short Form Postcard 

Notice will also be sent to addresses (where known) of Settlement Class Members 

whose email notices bounced back. 

12. The Court appoints Gilardi & Co. as Settlement Administrator. 

Responsibilities of the Settlement Administrator shall include the following: 

(a) disseminating Email Notice to Class Members for whom Defendants have an 

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email address, and Short Form Postcard Notice to the other class members; 

(b) establishing and maintaining a website for purposes of posting the Long Form 

Publication Notice, the Claim Form, the Settlement Agreement and related 

documents; (c) administering the publication of the Short Form Postcard Notice by 

way of either PR Newswire or Business Wire; (d) accepting and maintaining 

documents sent from Settlement Class Members, including Claim Forms, Requests 

for Exclusion, and other documents relating to claims administration; 

(e) administering claims for the allocation of the Cash Benefits among Settlement 

Class Members; (f) responding to Settlement Class Member inquiries; and 

(g) overseeing the distribution of Product Benefits by Defendants. 

V. REQUEST FOR EXCLUSION FROM THE CLASS

13. Settlement Class Members who wish to be excluded from the 

Settlement Class shall mail a written Request for Exclusion to the Settlement 

Administrator, so that it is postmarked no later than twenty one (21) days before 

the Final Approval (Final Fairness) Hearing, and shall clearly state the following: 

the name, address, email address, telephone number, and the signature of the 

individual or entity who wishes to be excluded from the Settlement Class, and 

provide all such information as may be required by the Settlement Agreement or 

requested by the Settlement Administrator. 

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14. A person who submits a valid Request for Exclusion shall not be 

bound by the Settlement Agreement, or the Final Approval Order and Judgment. 

Not later than ten (10) days before the Final Approval (Final Fairness) Hearing, the 

Settlement Administrator shall prepare and deliver to Class Counsel, who shall file 

it with the Court, and Defendants’ Counsel, a report stating the total number of 

Persons who have submitted timely and valid Requests for Exclusion from the 

Settlement Class and the names of such Persons. Such Persons will not be entitled 

to receive any relief under the Settlement Agreement. 

15. Any Settlement Class Member who does not properly and timely mail 

a Request for Exclusion as set forth in paragraph 13 above shall be automatically 

included in the Settlement Class and shall be bound by all the terms and provisions 

of the Settlement Agreement, the Class Settlement, this Order Granting 

Preliminary Approval of Class Settlement, and the Final Approval Order and 

Judgment, whether or not such Settlement Class Member received actual notice or 

shall have objected to the Class Settlement and whether or not such Settlement 

Class Member makes a Claim upon or participates in the Class Settlement. 

VI. PROOFS OF CLAIM

16. To effectuate the Settlement Agreement and Class Settlement, the 

Settlement Administrator shall be responsible for the receipt and processing of all 

Requests for Exclusion and Claim Forms. The Settlement Administrator shall 

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preserve (on paper or transferred in to electronic format) all Requests for 

Exclusion, Claim Forms, and any and all other written communications from 

Settlement Class Members in response to the Notices for a period of five (5) years, 

or pursuant to further order of the Court. All written communications received by 

the Settlement Administrator from Settlement Class Members relating to the 

Settlement Agreement shall be available at all reasonable times for inspection and 

copying by Class Counsel and Defendants’ Counsel, including prior to payments 

being mailed to each Settlement Class Member. 

VII. OBJECTIONS TO THE SETTLEMENT

17. Settlement Class Members who do not request exclusion from the 

Settlement Class may object to the Settlement. Settlement Class Members who 

choose to object to the Settlement must file written notices of intent to object with 

the Court and serve copies of any such objection on counsel for the Parties. Any 

Settlement Class Member may appear at the Final Approval (Final Fairness) 

Hearing, in person or by counsel, and be heard to the extent permitted under 

applicable law and allowed by the Court, in opposition to the fairness, 

reasonableness and adequacy of the settlement, and on Class Counsel’s application 

for any award of attorneys’ fees and costs. The right to object to the Class 

Settlement must be exercised individually by an individual Settlement Class 

Member and, except in the case of a deceased, minor, or incapacitated Person or 

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where represented by counsel, not be the act of another Person acting or purporting 

to act in a representative capacity.

18. To be effective, a notice of intent to object to the Class Settlement that 

is filed with the Court must:

(a) Contain a caption that includes the name of the case as follows: 

Sabol, et al. v. Hydroxatone, LLC and Atlantic Coast Media Group, Case No. 

2:11-cv-04586-KM-MAH; 

(b) Provide the name, address, telephone number and signature of 

the Settlement Class Member filing the intent to object; 

(c) Provide the approximate date of his/her transaction with 

Defendants and the total amount paid by him or her for Defendants’ 

Hydroxatone-branded products; 

(d) Be filed with the District of New Jersey Clerk of the Court not 

later than thirty (30) days prior to the Final Fairness Hearing; 

(e) Be served on Class Counsel and counsel for Defendants so as to 

be received no later than thirty (30) days prior to the Final Fairness Hearing; 

(f) Contain the name, address, bar number and telephone number 

of the objecting Settlement Class Member’s counsel, if represented by an attorney; 

(g) Contain the number of class action settlements objected to by 

the Settlement Class Member in the last three years; and 

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(h) State whether the objecting Settlement Class Member intends to 

appear at the Final Approval (Final Fairness) Hearing, either in person or through 

counsel. 

19. In addition to the foregoing, if the Settlement Class Member is 

represented by counsel and such counsel intends to speak at the Final Approval 

(Final Fairness) Hearing, a notice of intent to object must contain the following 

information: 

(a) A detailed statement of the specific legal and factual basis for 

each and every objection; and 

(b) A detailed description of any and all evidence the objecting 

Settlement Class Member may offer at the Final Approval (Final Fairness) 

Hearing, including copies of any and all exhibits that the objecting Settlement 

Class Member may introduce at the Final Approval (Final Fairness) Hearing. 

20. Any Settlement Class Member who does not file a timely and 

adequate notice of intent to object in accordance with these provisions waives the 

right to object or to be heard at the Final Approval (Final Fairness) Hearing and 

shall be forever barred from making any objection to the Settlement. To the extent 

any Settlement Class Member objects to the Class Settlement, and such objection 

is overruled in whole or in part, such Settlement Class Member will be forever 

bound by the Final Approval Order and Judgment of the Court. 

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21. The filing of an objection allows Class Counsel or counsel for 

Defendants to notice such objecting Settlement Class Member for and take his, her, 

or its deposition consistent with the Federal Rules of Civil Procedure at an agreedupon location, and to seek any documentary evidence or other tangible things that 

are relevant to the objection. Failure by an objecting Settlement Class Member to 

make himself, herself, or itself available for a deposition or to comply with 

expedited discovery requests may result in the Court striking the Settlement Class 

Member’s objection and otherwise denying that Settlement Class Member the 

opportunity to make an objection or be further heard. The Court reserves the right 

to tax the costs of any such discovery to the objecting Settlement Class Member or 

the objecting Settlement Class Member’s separate counsel should the Court 

determine that the objection is frivolous or is made for an improper purpose. 

VIII. CLAIMS PROCESS

22. In addition to all other consideration set forth in the Agreement, 

Settlement Class Members who file an Approved Claim by the Claims Deadline 

and provide all required proof or documentation and comply with all other 

conditions and requirements and Settlement Benefit Rules set forth herein, shall 

have the right to obtain one of the Settlement Benefits as set forth in the Settlement 

Agreement. 

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23. As set forth in the Settlement Agreement, the following shall be paid 

out of the Common Fund prior to any distribution of the Common Fund to the 

Settlement Class: (a) attorney’s fees and costs; (b) Participation Awards; 

(c) administrative costs and the costs of Notice, but excluding internal costs to 

Defendants (except Shipping and Processing Costs (as defined in the Settlement 

Agreement) shall be paid from the Common Fund) to administer the settlement; 

and (d) shipping and processing costs (“Shipping and Processing Costs”) not to 

exceed $7.95 per shipment, in connection with the provision of benefits to all 

Approved Claimants who select to receive a Product Benefit. The remainder of the 

Common Fund shall be used to pay Approved Claims for the Cash Benefits, in 

accordance with the rules set forth herein. Any distribution of monies from the 

Common Fund to the Settlement Class shall commence only after the Effective 

Date. In the event that Approved Claims for Cash Benefits and/or the Shipping 

and Processing Costs exceed the available cash in the Common Fund, all Cash 

Benefits will be reduced in a pro rata proportion. In the event there remains cash 

in the Common Fund after all Settlement Benefits have been paid or provided, or 

from Class Members failing to cash settlement checks, the remaining cash will be 

allocated by Class Counsel to the Electronic Frontier Foundation through cy pres

distributions, or as otherwise directed by the Court. 

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IX. CONFIDENTIALITY

24. Any information received by the Settlement Administrator in 

connection with the Class Settlement that pertains to a particular Settlement Class 

Member, or information submitted in conjunction with a Request for Exclusion 

(other than the identity of the entity requesting exclusion), shall not be disclosed to 

any other person or entity other than Class Counsel, Defendants’ Counsel, and the 

Court, or as otherwise provided in the Agreement. 

X. FINAL APPROVAL (FINAL FAIRNESS) HEARING

25. A hearing on final settlement approval (the “Final Approval (Final 

Fairness) Hearing”) will be held before this Court, in Courtroom __, at the United 

States District Court for the District of New Jersey, 50 Mulberry Street, Room 

____, Newark, New Jersey on _______ __, 20___ at __: __ a.m., to consider, inter 

alia, the following: (a) the adequacy of the Class Representatives and whether the 

Settlement Class should be finally certified; (b) the fairness, reasonableness and 

adequacy of the Class Settlement; (c) the dismissal with prejudice of the Action as 

to Defendants; (d) whether Class Counsel’s application for attorneys’ fees, 

expenses, and compensation for the Class Representatives (“the Fee and Cost 

Application”) should be granted; (e) whether to finally approve the Agreement; 

and (f) whether the Court should enter an order expressly determining that there is 

no just reason for delay and expressly directing that any judgment by the Court 

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approving the Agreement and the Settlement Class should be deemed as a final 

judgment under Fed. R. Civ. P. 54(b) with respect to all Claims by Settlement 

Class Members against Defendants and all Released Parties. 

26. No later than fifteen (15) calendar days before the Final Approval 

(Final Fairness) Hearing, the Settlement Administrator shall provide to Class 

Counsel the following information: (i) the number of e-mail notices sent to 

Settlement Class Members; (ii) the approximate number of visits to the settlement 

website from the date of entry of a Preliminary Approval Order; and (iii) such 

other similar tracking information reasonably requested by Class Counsel. 

27. No later than fifteen (15) calendar days before the Final Approval 

(Final Fairness) Hearing, the Settlement Administrator shall provide to Class 

Counsel the names of Settlement Class Members who have requested exclusion 

from the Settlement. 

28. Counsel for the Parties shall file memoranda, declarations, or other 

statements and materials in support of final approval of the Settlement Agreement, 

including an application for an award of attorneys’ fees, costs, and Class 

Representative incentive payments (“Fee Application”), no later than forty-five 

(45) days prior to the Final Fairness Hearing. 

29. Counsel for the Parties shall file any reply papers in support of final 

approval of the Settlement Agreement and the Fee Application and in response to 

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any objections from Settlement Class Members by seven (7) days prior to the Final 

Fairness Hearing. 

30. The settlement on the terms and conditions of the Settlement 

Agreement filed concurrently with the Motion for Preliminary Approval is hereby 

preliminarily approved, but is not to be deemed an admission of liability or fault by 

Defendants or by any other party or person, or a finding of the validity of any 

claims asserted in the litigation or of any wrongdoing or of any violation of law by 

Defendants. The settlement is not a concession and shall not be used as an 

admission of any fault or omission by Defendants or any other party or person. 

31. Any Settlement Class Member may enter an appearance in the Action 

and/or may seek to intervene in the Action, individually or through the counsel of 

their choice at their expense. Other than (a) Settlement Class Members who enter 

an appearance and (b) Opt-Outs, the Class will be represented by Class Counsel. 

32. Counsel for the Parties are hereby authorized to utilize all reasonable 

procedures in connection with the administration of the settlement that are not 

materially inconsistent with either this Order or the terms of the Agreement. 

33. Pending Final Approval, Defendants may seek an injunction that no 

Settlement Class Member, either directly, representatively, or in any other capacity 

(other than a Settlement Class Member who validly and timely elects to be 

excluded from the Settlement Class), shall commence, continue or prosecute 

NJ01\RAOV\175847.1 19 

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against any Defendants and/or any Released Parties any action or proceeding in 

any court or tribunal asserting any of the matters, claims, or causes of action that 

are to be released upon Final Approval pursuant to the Settlement Agreement, 

including Lisa Margolis v. Atlantic Coast Media Group LLC, et al., case 

No. 2:11-CV-04355, and any other Related Actions, and Class Counsel and Class 

Representatives are directed to cooperate, but are not required to participate, in 

Defendants' efforts to obtain said injunction or injunctions. Upon Final Approval, 

all Settlement Class Members who do not file a timely Request for Exclusion shall 

be forever enjoined and barred from asserting any of the matters, claims, or causes 

of action released pursuant to the Settlement Agreement, including the Class 

Released Claims and any such Settlement Class Member shall be deemed to have 

forever released any and all such matters, claims, and causes of action as provided 

for in the Settlement Agreement. 

XI. OTHER PROVISIONS

34. Upon Final Approval, each and every term and provision of the 

Settlement Agreement (except as may be modified by the Final Approval Order) 

shall be deemed incorporated into the Final Approval Order and Judgment as if 

expressly set forth and shall have the full force and effect of an Order of the Court. 

35. In the event that the Class Settlement is terminated in accordance with 

the provisions of the Settlement Agreement, the Class Settlement and all 

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proceedings had in connection therewith shall be null and void, except insofar as 

expressly provided in the Settlement Agreement, and without prejudice to the 

status quo ante rights of Plaintiffs and Defendants. 

36. Neither this Order nor the Settlement Agreement, nor any documents 

or statements related thereto, shall constitute any evidence or admission of liability 

by Defendants and/or any Released Party, nor shall any such document or 

statement be offered in evidence in this or any other proceeding except to 

consummate or enforce the Settlement Agreement or the terms of this Order. 

37. Summary of Dates and Deadlines: 

Last day to disseminate class notice: 30 days after entry of the 

Preliminary Approval Order 

Last day to file (1) Motion for Final 

Approval and (2) Fee Application: 

45 days prior to Fairness 

Hearing 

Last day for class members to opt-out 

of the Settlement: 

21 days prior to Fairness 

Hearing 

Last day for objections to Settlement 

or opposition to Motion for Final 

Approval of Fee Application 

30 days prior to Fairness 

Hearing 

Last day for the Parties to file replies 

to any class member objections to the 

Motion for Final Approval or Fee 

Application: 

Seven days prior to Fairness 

Hearing 

Fairness Hearing: at least 100 days after entry 

of the Preliminary Approval 

Order 

NJ01\RAOV\175847.1 21 

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IT IS SO ORDERED.

Date: __________________ ______________________ 

 Honorable Kevin McNulty 

 United States District Judge 

 

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APPROVED AS TO FORM: 

DATED: ______, 2012 COHEN MILSTEIN SELLERS & TOLL PLLC 

By: /s/ Andrew N. Friedman 

 Andrew N. Friedman 

 Whitney R. Case 

 Attorneys for Plaintiffs 

 SUSAN SABOL, VALERIE DONE, and 

 KATHLEEN KLODNER on behalf of 

 themselves and all others similarly 

 situated 

DATED: _____, 2012 McLAUGHLIN & STERN LLP 

By: /s/ Lee S. Shalov 

 Lee S. Shalov 

 Attorney for Plaintiffs 

 SUSAN SABOL, VALERIE DONE, and 

 KATHLEEN KLODNER on behalf of 

 themselves and all others similarly 

 situated 

DATED: _______, 2012 LAW OFFICE OF ANGELA EDWARDS 

By: /s/ Angela Edwards 

 Angela Edwards 

 Attorney for Plaintiffs 

 SUSAN SABOL, VALERIE DONE, and 

 KATHLEEN KLODNER on behalf of 

 themselves and all others similarly 

 situated 

NJ01\RAOV\175847.1 23 

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Exhibit B – Order Granting Preliminary Approval 

NJ01\RAOV\175847.1 24 

DATED: _______, 2012 

KELLEY DRYE & WARREN LLP 

By: /s/ Michael C. Lynch 

 Michael C. Lynch (Pro Hac Vice) 

Joseph A. Boyle 

 Lauri A. Mazzuchetti 

 Michael A. Innes 

200 Kimball Drive 

Parsippany, New Jersey 

Attorneys for Defendants 

HYDROXATONE LLC and; 

ATLANTIC COAST MEDIA GROUP LLC 

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Ex. C 

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Exhibit C – Final Approval Order and Judgment 

Joseph A. Boyle 

Michael C. Lynch (pro hac vice) 

Lauri A. Mazzuchetti 

Michael A. Innes 

KELLEY DRYE & WARREN LLP 

200 Kimball Drive 

Parsippany, New Jersey 07054 

Phone (973) 503-5900 

Attorneys for Defendants 

Hydroxatone LLC and 

Atlantic Coast Media Group LLC 

UNITED STATES DISTRICT COURT 

DISTRICT OF NEW JERSEY 

---------------------------------- X

SUSAN SABOL, VALERIE DONE, 

and KATHLEEN KLODNER on 

behalf of themselves and all others 

similarly situated, 

Plaintiffs, 

-againstHYDROXATONE LLC and 

ATLANTIC COAST MEDIA 

GROUP LLC, 

Defendants. 

:

:

:

:

:

:

:

CIVIL ACTION NO. 

2:11-cv-04586-KM-MAH 

[PROPOSED] FINAL JUDGMENT 

AND ORDER APPROVING CLASS 

ACTION SETTLEMENT AND 

DISMISSING CLAIMS OF 

SETTLEMENT CLASS MEMBERS 

WITH PREJUDICE

---------------------------------- X

(PROPOSED) FINAL APPROVAL ORDER AND JUDGMENT

1. This matter came before the Court for hearing on ________________, 

2013. The Court, having considered the Motion for Preliminary Approval and 

Final Approval and the declarations in support thereof, the Settlement Agreement 

(the “Settlement Agreement”), objections and comments received regarding the 

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proposed settlement, the record in the above captioned action (the “Action”), the 

evidence presented, and the arguments and authorities presented by counsel, and 

for good cause appearing, 

2. Defendants and the Class Representatives reached a settlement (the

“Class Settlement”). The Parties have submitted a detailed written Settlement 

Agreement together with numerous exhibits and proposed orders. To the extent 

not otherwise defined herein; all capitalized terms shall have the meanings 

attributed to them in the Settlement Agreement. The Court gave its preliminary 

approval of the Settlement on _____________ (the “Preliminary Approval 

Order”). The Court directed the parties to provide notice of the proposed Class 

Settlement by notice via the internet, direct mail, email and P.R Newswire or 

Business Wire services, and scheduled a further hearing to determine whether the 

proposed Class Settlement is fair, reasonable, and adequate. 

3. On _____________, this Court held a hearing to determine whether 

the proposed Settlement set forth in the Agreement executed by the Parties should 

be approved in final by this Court. Andrew N. Friedman, Esq. appeared for the 

Plaintiffs and the Settlement Class. Michael C. Lynch, Esq. appeared for the 

Defendants. ___ objections were filed with respect to the proposed Settlement, 

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and ___ Settlement Class Members appeared at the hearing to contest the 

Settlement. 

4. After reviewing the pleadings and evidence filed in support of the 

request for final approval of the Class Settlement and hearing the attorneys for the 

Parties, and any objectors, the Court finds, and 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS 

FOLLOWS: 

5. This Final Approval Order and Judgment incorporates and makes part

hereof the Agreement and all Exhibits thereto. 

6. The Court has personal jurisdiction over all Settlement Class 

Members as well as Hydroxatone LLC and Atlantic Coast Media Group LLC 

(“Defendants”). This Court has subject matter jurisdiction over the subject matter 

of the Action, the Class Representatives, the Settlement Class Members, and 

Defendants. 

7. The Court hereby adopts and approves the Settlement Agreement and 

the settlement terms contained therein (including all Exhibits attached thereto and

subsequently executed) and finds that it is in all respects fair, reasonable, adequate, 

just, and in compliance with all applicable requirements of the United States 

Constitution (including the Due Process Clause) and all other applicable laws, and 

NY01\LyncMi\1684784.3 3

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in the best interest of the Parties and the Settlement Class. Any objections have 

been considered and are hereby overruled. Accordingly, the Court directs the 

Parties and their counsel to implement and consummate the settlement in 

accordance with the terms and conditions of all portions of the Settlement 

Agreement. 

8. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court 

hereby finally certifies the Settlement Class, consisting of: 

All Persons residing in the United States who between January 1, 2005 and 

[insert date of Preliminary Approval Order] received, ordered, signed up for, 

paid for, and/or were charged for Hydroxatone-branded products, and/or 

were charged shipping and processing fees for such products, in connection 

with a Risk-Free Trial and/or Auto-Shipment Program. 

In so holding, the Court finds that the prerequisites of Fed. R. Civ. P. 23(a) and 

(b)(3) have been satisfied for certification of the nationwide Settlement Class for 

settlement purposes because: Settlement Class Members are so numerous that 

joinder of all members is impracticable; there are questions of law and fact 

common to the Settlement Class; the claims and defenses of the Class 

Representatives are typical of the claims and defenses of the Settlement Class 

Members they represent; the Class Representatives have fairly and adequately 

protected the interests of the Settlement Class with regard to the claims of the 

Settlement Class they represent; the common questions of law and fact 

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predominate over questions affecting only individual Settlement Class Members, 

rendering the Settlement Class sufficiently cohesive to warrant a nationwide class 

settlement; and the certification of the Settlement Class is superior to individual 

litigation and/or settlement as a method for the fair and efficient resolution of this 

matter. In making all of the foregoing findings, the Court has exercised its 

discretion in certifying the Settlement Class, based, inter alia, upon the Court’s 

familiarity with the claims and parties in this case, the interests of the various 

constituent groups, and the negotiation process overseen by Mediator, Hon. 

Stephen M. Orlofsky (ret.). 

9. The Court further finds with respect to entry of the Prospective Relief 

that the Settlement Class should be certified pursuant to Fed. R. Civ. P. 23(b)(2) 

because Defendants have acted or refused to act on grounds that apply generally to 

the Settlement Class, so that injunctive or corresponding declaratory relief is 

appropriate respecting the Settlement Class as a whole. 

10. The Settlement Agreement and proposed Class Settlement were

reached after arm’s-length negotiations between the Parties. The Settlement 

Agreement and the proposed Settlement are fair, reasonable, and adequate; 

consistent with and in compliance with all applicable requirements of the Federal 

Rules of Civil Procedure, the United States Code and United States Constitution 

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(including the Due Process Clause), and any other applicable law; and in the best 

interests of each of the Parties and the Settlement Class Members. 

11. The Class Settlement is fair and reasonable and satisfies the multifactor balancing test laid out by Girsh v. Jepson, 521 F.3d 153, 157 (3d Cir. 1975). 

12. The Court finds that in negotiating, entering into, and implementing 

the Class Settlement, Plaintiffs and Class Counsel have fairly and adequately 

represented and protected the interests of all of the Settlement Class Members. 

13. The Notice and the notice methodology implemented pursuant to the 

Settlement Agreement (i) constituted the best practicable notice; (ii) constituted 

notice that was concise, clear and in plain, easily understood language and was 

reasonably calculated, under the circumstances, to apprise Settlement Class 

Members of the pendency of the Action, the claims, issues and defenses of the 

Settlement Class, the definition of the Settlement Class certified, their right to be 

excluded from the Settlement Class; their right to object to the proposed Class 

Settlement, their right to appear at the Final Approval Hearing, through counsel if 

desired, and the binding effect of a judgment on Settlement Class Members; (iii) 

were reasonable and constituted due, adequate, and sufficient notice to all persons 

entitled to receive notice; and (iv) met all applicable requirements of the Federal 

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Rules of Civil Procedure, the United States Code, the United States Constitution 

(including the Due Process Clause), and any other applicable law. 

14. The terms of the Settlement Agreement and this Final Approval Order 

and Judgment are binding on the Plaintiffs and all other Settlement Class 

Members, as well as their heirs, executors and administrators, successors and 

assigns. 

15. The terms of the Settlement Agreement and this Final Approval Order 

and Judgment shall have res judicata, collateral estoppel and all other preclusive 

effect in the Action, the Related Actions, and any and all other actions, claims for 

relief, causes of action, suits, petitions, demands in law or equity, or any 

allegations of liability, damages, debts, contracts, agreements, obligations, 

promises, attorneys’ fees, costs, interests, or expenses which are based on or in any 

way related to any and all claims for relief, causes of action, suits, petitions, 

demands in law or equity, or any allegations of liability, damages, debts, contracts, 

agreements, obligations, promises, attorneys’ fees, costs, interest, or expenses 

which were asserted in the Action and Related Actions or any other claims under 

state or federal law which arise from, are based on or in any way related to 

Defendants’ sales and marketing activities. 

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16. The Parties and their counsel are ordered to implement and to 

consummate the Settlement Agreement according to its terms and provisions. 

17. All claims against Defendants in this Action are hereby dismissed on 

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

below. 

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18. The releases set forth in Paragraph 14 of the Settlement Agreement 

are incorporated by reference and provides, inter alia, that for and in consideration 

of the Cash Benefits, Product Benefits, Prospective Relief and Released Claims 

and the mutual promises contained in the Settlement Agreement, Plaintiffs and the 

Settlement Class Members, fully and finally release, as of the Effective Date, 

Defendants from any and all actions, causes of action, claims, demands, liabilities, 

obligations, damage claims, restitution and unjust enrichment claims, fees, costs, 

sanctions, proceedings and/or rights of any nature and description whatsoever, 

whether legal or equitable, that in any way challenge Defendants’ Risk Free Trials, 

Auto-Shipment Programs, billing practices (including the use of delayed-billing 

programs), beauty program, alleged use of a negative option program, the 

representations and/or disclosures and/or Defendants’ adherence to the terms (or 

alleged terms) of such offers, and/or any claim related to the receipt of and/or 

payment for unordered products. 

19. The Parties are authorized, without further approval from the Court, to 

agree to and to adopt such amendments, modifications and expansions of the 

Agreement and all exhibits attached hereto as (i) are consistent with the Final 

Approval Order and Judgment, and (ii) which do not limit the rights of Settlement 

Class Members under the Agreement. 

NY01\LyncMi\1684784.3 9

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20. The Court hereby grants Class Counsel’s request for an award of reasonable

attorneys’ fees in the amount of $_____________. The Court further grants Class 

Counsel’s application for reimbursement of costs and expenses in the amount of 

$_____________, which shall include Participation Awards for the Class 

Representatives in the amount of $1,000.00 each for Susan Sabol, Valerie Done, 

and Kathleen Klodner; and a Participation Award for the Former Class 

Representative in the amount of $ 500.00 for Tami Gray. 

21. The Court further approves the establishment of the Common Fund as 

set forth in the Settlement Agreement and the Escrow Agreement submitted by the 

Parties. 

22. The Court finds that the Escrow Account is a “Qualified Settlement 

Fund” as defined in section 1.468B-1(a) of the Treasury Regulations in that it 

satisfies each of the following requirements: 

(a) The Escrow Account is established pursuant to an order of this Court 

and is subject to the continuing jurisdiction of this Court; 

(b) The Assets of the Escrow Account are segregated from other assets of 

Defendants, the transferor of payments to the Common Fund, and from the assets 

of persons related to Defendants. 

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23. Under the “relation-back” rule provided under section 1.468B1(j)(2)(i) of the Treasury Regulations, the Court finds that: 

(a) The Escrow Account met the requirements of paragraphs 21 and 22 of 

this Order prior to the date of this Order approving the establishment of the 

Common Fund subject to the continued jurisdiction of this Court; and 

(b) Defendants and the “administrator” under section 1.468B-2(k)(3) of 

the Treasury Regulations may jointly elect to treat the Escrow Account as coming 

into existence as a “Qualified Settlement Fund” on the later of the date the Escrow 

Account met the requirements of this Order or January 1 of the calendar year in 

which all of the requirements of this Order are met. If such relation-back election 

is made, the assets held by the Escrow Account on such date shall be treated as 

having been transferred to the Escrow Account on that date. 

24. Nothing in this Final Approval Order and Judgment, the Class 

Settlement, the Settlement Agreement, or any documents or statements related 

thereto, is or shall be deemed or construed to be an admission or evidence of any 

violation of any statute or law or of any liability or wrongdoing by Defendants. 

25. In the event that the Class Settlement does not become effective 

according to the terms of the Settlement Agreement, this Final Approval Order and 

Judgment shall be rendered null and void as provided by the Settlement 

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Agreement, shall be vacated and, all orders entered and released delivered in 

connection herewith shall be null and void to the extent provided by and in 

accordance with the Settlement Agreement. 

26. No Settlement Class Member (including plaintiffs in any Related 

Actions), either directly, representatively, or in any other capacity (other than a 

Settlement Class Member who validly and timely submitted a valid Request for 

Extension), shall commence, continue, or prosecute any action or proceeding 

against any or all Released Parties in any court or tribunal asserting any of the 

Released Claims defined in the Settlement Agreement, and are hereby permanently 

enjoined from so proceeding. 

27. Without affecting the finality of the Final Approval Order and 

Judgment, the Court shall retain continuing jurisdiction over the Action, the Parties 

and the Settlement Class, and the administration and enforcement of the Class 

Settlement and Settlement Agreement. Any disputes or controversies arising with 

respect to the enforcement or implementation of the Class Settlement or Settlement 

Agreement shall be presented by motion to the Court, provided, however, that 

nothing in this paragraph shall restrict the ability of the Parties to exercise their 

rights, as set forth above. 

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28. There being no just reason to delay, the Clerk is directed to enter this 

Final Approval Order and Judgment forthwith. 

IT IS SO ORDERED. 

DATED: ______________, 2012 ____________________________ 

 Hon. Kevin McNulty 

 United States District Judge 

APPROVED AS TO FORM: 

DATED: COHEN MILSTEIN SELLERS & TOLL 

PLLC 

By:

Andrew N. Friedman 

Whitney Case 

Attorneys for Plaintiffs 

SUSAN SABOL, VALERIE DONE and 

KATHLEEN KLODNER, Individually 

and on Behalf of All Others Similarly 

Situated 

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NY01\LyncMi\1684784.3 14

DATED: MCLAUGHLIN & STERN 

By:

Lee S. Shalov 

Attorney for Plaintiffs 

SUSAN SABOL, VALERIE DONE and 

KATHLEEN KLODNER, Individually 

and on Behalf of All Others Similarly 

Situated 

DATED: LAW OFFICE OF ANGELA EDWARDS 

By:

Angela Edwards 

Attorney for Plaintiffs 

SUSAN SABOL, VALERIE DONE and 

KATHLEEN KLODNER, Individually 

and on Behalf of All Others Similarly 

Situated 

DATED: KELLEY DRYE & WARREN LLP 

By:

Joseph A. Boyle 

Michael C. Lynch (pro hac vice) 

Lauri A. Mazzuchetti 

Michael A. Innes 

Attorneys for Defendants 

HYDROXATONE LLC and ATLANTIC 

COAST MEDIA GROUP 

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Ex. D 

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Exhibit D – Email Notice 

TO: johndoe@hydroxatonesettlement.com

FROM: Settlement Administrator 

SUBJECT: LEGAL NOTICE OF SETTLEMENT OF CLASS ACTION 

NOTICE OF PENDING CLASS ACTION AND NOTICE OF PROPOSED SETTLEMENT 

Sabol, et al. v. Hydroxatone LLC and Atlantic Coast Media Group LLC, Civ. No. 2:11-cv-04586-KM-MAH (USDC, 

DNJ) 

A federal court authorized this Notice. This is not a solicitation from a lawyer. 

You are receiving this e-mail because the records of Hydroxatone LLC and/or Atlantic Coast Media Group LLC indicate that

between January 1, 2005 and [insert date of Preliminary Approval Order], you received, ordered, signed up for, paid for, and/or

were charged for Hydroxatone-branded products, and/or were charged shipping and processing fees for such products, in 

connection with a Risk-Free Trial and/or Auto-Shipment Program, including but not limited to offers regarding or the receipt of

the following products: Hydroxatone, Celtrixa, Hydrolyze, Declatone, Lashatone, Instant Effect, Luminique, Instant Wrinkle 

Filler, and Orexis.

THIS E-MAIL PROVIDES LIMITED INFORMATION ABOUT THIS CLASS ACTION SETTLEMENT.

A proposed Settlement has been reached with Hydroxatone LLC and Atlantic Coast Media Group (“Defendants”) in a class 

action, Sabol, et al. v. Hydroxatone LLC and Atlantic Coast Media Group LLC, Civ. No. 2:11-cv-04586-KM-MAH (USDC, 

DNJ), wherein the Plaintiffs allege, among other things, that Defendants’ failure to adequately disclose terms of Risk Free Trials 

and Auto-Shipment Programs, refusal to refund customers who timely returned Hydroxatone products, failure to allow consumers 

to timely cancel Auto-Shipment Program memberships, and failure to cease billing consumers for Hydroxatone products after 

they have cancelled their memberships constitute a breach of contract, a violation of the New Jersey Consumer Fraud Act, and 

unjust enrichment. Defendants deny all of the claims. The Class includes all Persons residing in the United States who between

January 1, 2005 and [insert date of Preliminary Approval Order] received, ordered, signed up for, paid for, and/or were charged

for Hydroxatone-branded products, and/or were charged shipping and processing fees for such products, in connection with a 

Risk-Free Trial and/or Auto-Shipment Program, including but not limited to offers regarding or receipt of the following products: 

Hydroxatone, Celtrixa, Hydrolyze, Declatone, Lashatone, Instant Effect, Luminique, Instant Wrinkle Filler, and Orexis. 

If you are a member of the Settlement Class, you have certain rights and options, such as submitting a Claim for a Settlement 

Benefit, requesting exclusion from the Settlement, or objecting to the Settlement. 

In summary, Settlement Class Members will, depending on the individual claimant’s transaction history, receive either a Cash 

Benefit or Product Benefit as set forth in the Settlement Agreement. Defendants agreed to pay $3 million into a Common Fund 

that will be used to fund the payment of Cash Benefits as set forth in the Settlement Agreement and costs associated with the 

Product Benefit (shipping and processing fees) as well as to pay attorneys’ fees and costs, Participation Awards, and 

administrative costs and the costs of Notice. You can submit a Claim online at [insert url] or by mail. The Claim Deadline is ___. 

As part of the Settlement, Class Counsel will submit a request for attorneys’ fees, expenses, and Participation Awards for the 

Class Representatives as more fully set forth in the Long Form Notice. Attorneys’ fees and Participation Awards will be paid out 

of the Common Fund. If you desire to be represented by your own lawyer, you may hire one at your own expense and enter an 

appearance through your lawyer. 

IF YOU DO NOT WISH TO BE PART OF, OR IF YOU WISH TO OBJECT TO, THIS SETTLEMENT, you may 

exclude yourself or file an objection with the Court. To exclude yourself, you must mail a Request for Exclusion, postmarked no

later than insert date, to: Settlement Administrator, c/o insert name and address. If you do not submit a written Request for 

Exclusion, you will be bound by the Final Approval Order and Judgment entered in the Action. Unless you exclude yourself, you 

will remain in the Class, and cannot sue, or continue to sue, or be part of any other lawsuit against the Defendants about the 

claims being released in this Settlement. All of the Court’s orders will apply to you and legally bind you. To object to the 

Settlement, you must file an objection with the Court by no later than date. The Court, located at 50 Walnut Street, Newark, New 

Jersey, will conduct a hearing on whether to approve the Settlement, and if so, will determine what fees and expenses should be

awarded to Class Counsel. The Final Approval Hearing is presently scheduled for insert date, but may be changed. Any 

Settlement Class Member may enter an appearance with the Court. If you have already submitted a Claim, or excluded yourself 

from the Settlement, you need not take any further action. 

Case 2:11-cv-04586-KM-MAH Document 67-1 Filed 02/07/13 Page 105 of 138 PageID: 629
Go to www.url.com or call 1-877-xxxxxxxxx for additional information. 

Please do not contact the Court or Defendants. 

Para ver en español, visita www.url.com o llama al 1-877-xxxxxxxxx. También puedes escribir a Messaging Plan Settlement 

Administrator, c insert date, to: Settlement Administrator, c/o insert name and address para solicitar la versión en español de este 

Aviso y te enviaremos una copia por correo. 

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Ex. E 

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Exhibit E – Escrow Agreement 

ESCROW AGREEMENT

This escrow agreement (the “Escrow Agreement”), dated January ___, 

2013, by and among (a) defendants Hydroxatone LLC and Atlantic Coast Media 

Group LLC (collectively, “Defendants”), (b) Class Counsel on behalf of the 

Settlement Class, and (c) ____________ as escrow agent (the “Escrow Agent”), is 

entered into in connection with the Stipulation and Class Action Settlement dated 

February 7, 2013 (“Settlement Agreement”). All capitalized terms not otherwise 

defined herein shall have the same meaning as they have in the Settlement 

Agreement. 

WHEREAS, the Parties, by and through their respective counsel, have 

entered into the Settlement Agreement wherein, subject to final approval of the 

United States District Court, District of New Jersey (the “Court”) and other terms 

and conditions set forth therein, they agreed, inter alia, to the dismissal of the 

Action with prejudice and to the releases set forth in the Settlement Agreement in 

exchange for, inter alia, payment by Defendants Three Million Dollars 

($3,000,000) into the Common Fund. 

WHEREAS, the parties hereto are entering into this Escrow 

Agreement in order to effectuate certain of the terms of the Settlement Agreement. 

NOW, THEREFORE, in consideration of the foregoing and the 

mutual covenants and considerations therein, the parties agree as follows: 

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1. Deposit in Escrow

Within ten (10) days from the execution of this Escrow Agreement, 

pursuant to and in accordance with the terms and conditions of the Settlement 

Agreement, Defendants will wire the sum of $____ to the Escrow Agent as an 

initial deposit to open the Escrow Account and will, upon approval by the parties 

of the Claims Administrator’s subsequent invoices for administrative costs, deposit 

additional funds to cover said administrative costs. Within ten (10) days after 

entry of the Final Approval Order and Judgment, Defendants shall deposit the 

remainder of the funds into the Escrow Account, i.e., an amount sufficient to fund 

the Escrow for a total of $3,000,000.00 (collectively, the “Escrow Amount”), to 

complete the funding of the Escrow Account for the benefit of the Settlement 

Class. Class Counsel, on behalf of the Settlement Class hereby confirms that the 

Escrow Amount satisfies Defendant’s entire obligation to place sums in the Escrow 

Account pursuant to the Settlement Agreement. 

2. Interest and Investments

2.1 The Escrow Agent shall cause all funds in the Escrow Account 

to be invested in short term instruments backed by the full faith and credit of the 

United States government or fully insured by the United States government or an 

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agency thereof, or any mutual fund whose holdings consist solely of securities of 

the United States government, and shall reinvest the proceeds of the instruments as 

they mature in similar instruments at their then current market rates. The Escrow 

Agent shall not invest any portion of the Escrow Account in any debt obligation 

having a maturity in excess of ninety (90) days. 

2.2 The Escrow Agent may cause to be sold or present for 

redemption any investment described in Section 2.1 above whenever it shall be 

necessary in order to provide funds to meet any payment required pursuant to this 

Escrow Agreement. The Escrow Agent shall not be liable or responsible for any 

loss resulting from such sale or redemption. 

2.3 All interest and other earnings received on the Escrow Account 

shall accrue to the benefit of the Escrow Account. Any losses in the Escrow 

Account shall be borne by the Escrow Account and shall not be recoverable from 

Defendants, which shall have no liability, obligation or responsibility of any kind 

in connection with the investment, disbursement, or other oversight of the Escrow 

Account. 

3. Payment and Distribution

Except as otherwise ordered by the Court, the Escrow Agent is 

directed to hold and distribute the property of the Escrow Account in the following 

manner: 

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3.1 Payment of Attorneys’ Fees. Within ten (10) days of the 

Escrow’s receipt from Class Counsel of written notice, showing a copy having 

been previously served upon Defendants’ Counsel, that (1) the Court has entered 

the Final Approval Order in the conformity with the terms of the Settlement, and 

(2) the Court has approved the Fee and Cost Application in conformity with the 

terms of the Settlement Agreement, the Escrow Agent shall pay from the Escrow 

Account the amounts ordered by the Court for attorneys’ fees, to the extent, in the 

matter, and to the persons described in the Court’s Order. 

3.2 Payment of Notice and Administration Costs. Pursuant to 

written instructions from Class Counsel, with copies sent to Defendant’s Counsel, 

the Escrow Agent shall periodically remit payments to the Settlement 

Administrator for notice and administration expenses. 

3.3 Payment of Participation Awards. Within fifteen (15) days of 

receiving notice from Class Counsel, with copy to Defendants’ Counsel, that the 

Effective Date as defined by the Settlement Agreement has occurred, the Escrow 

Agent shall pay from the Escrow Account the Participation Awards to the extent, 

in the manner, and to the persons described in the Court’s order approving the 

payment of same. 

3.4 Settlement Payments and Allocation. After the Effective Date 

as defined by the Settlement Agreement, the balance of funds remaining in the 

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Escrow Account, after the disbursement of the amounts referenced in Sections 3.1 

and 3.2 above, shall be distributed in accordance with the instructions of the 

Settlement Administrator, as approved and/or modified by the Court and with any 

subsequent order of the Court concerning the distribution of the funds remaining in 

the Escrow Account, unless the instructions of the Settlement Administrator 

conflict with the covenants set forth herein. 

4. Termination of the Escrow Agreement

4.1 If a Party elects to terminate the Settlement Agreement pursuant 

to the terms thereof, the Party shall serve a copy of the Termination Notice by 

facsimile and/or personal delivery upon the Escrow Agent and Settlement 

Administrator at the same time the Termination Notice is served on the Parties’ 

counsel. 

4.2 Upon receipt of the Termination Notice, the Escrow Agent shall 

immediately cease any disbursement or payment from the Escrow Account. Within 

ten (10) days of its receipt of the Termination Notice, the Escrow Agent shall 

provide an accounting of all disbursements or payments from the Escrow Account 

through the date of the Termination Notice, and of any unpaid expenses, costs, 

taxes or other liabilities of the Escrow Account that had accrued through the date 

of the Termination Notice. 

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4.3 Subject only to the expiration of any time deposit investment(s) 

not to exceed ninety days, the Escrow Agent shall return to Defendants within 

thirty (30) days of the Termination Notice all funds remaining in the Escrow 

Account including all interest and earnings thereon, less any unpaid expenses, 

costs, taxes and other liabilities of the Escrow Account that had accrued through 

the date of the Termination Notice. 

5. Taxes & Regulations

5.1 The parties to this Escrow Agreement agree to treat the Escrow 

Account as being at all times a “qualified settlement fund” (“QSF”) within the 

meaning of Treas. Reg. §§, 1.468B-1 through 1.468B-5, 26 C.F.R. §§ 1.468B-1 

through 1.468B-5. The Escrow Agent shall be deemed the “administrator” for 

purposes of Treas. Reg. § 1.468B. The Escrow Agent shall timely take all steps 

necessary for qualifying the Escrow Account as a QSF within the meaning of the 

regulations. These obligations include, without limitation, the following: 

a. Preparing and filing a “Regulation Section 1.468B-3 

Statement” on behalf of Defendants; 

b. Preparing and filing on behalf of the Escrow Account federal 

tax returns in accordance with Section 1.468B-2 of the regulations and other 

provisions of the Internal Revenue Code of 1986, as amended, and all necessary 

state, local and foreign tax returns; 

NJ01\HerbL\175844.1 6

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c. Preparing and attaching to the Escrow Account’s income tax 

return a “Regulation Section 1.468B-1 Relation Back Election” pursuant to 

Treasury Regulation Section 1.468B-1(j) for execution by the Escrow Agent and 

Defendants. 

5.2 Notwithstanding any effort or failure of the Escrow Agent and 

the parties hereto to treat the Escrow Account as a QSF effective as of the date 

hereof, any additional tax liability (including any estimated taxes, interest or 

penalties) arising with respect to the income earned by the Escrow Account, 

including any taxes or tax detriments that may be imposed on Defendants, shall be 

reimbursed from the Escrow Account upon Defendants’ written request to the 

Escrow Agent. The Escrow Agent is authorized to withdraw from the Escrow 

Account (i) monies to pay all applicable federal and state taxes which the Escrow 

Account owes or is estimated to owe; (ii) any reimbursements payable to 

Defendants as described in this Section 5.2, and (iii) all expenses and costs 

incurred in connection with the operation and implementation of Section 5. 

6. Miscellaneous

6.1 The Escrow Agent shall provide to the Parties, within forty-five 

(45) days after the payment of the Escrow Amount into the Escrow Account, and 

monthly thereafter, a statement of receipts and disbursements, and property on 

hand pertaining to the Escrow Account. 

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6.2 The Escrow Agent’s acceptance and administration of the 

Escrow Amount shall constitute submission to the jurisdiction of the Court for the 

purposes of carrying out this Escrow Agreement and with respect to all disputes or 

claims relating to or arising out of the same and an agreement to comply with all 

directions of the Court. 

6.3 This Escrow Agreement shall be governed by and interpreted 

according to substantive laws of the State of New Jersey, without reference to 

choice-of-law principles. 

6.4 Copies of all notices and correspondence sent pursuant to this 

Escrow Agreement shall be served by email and first class U.S. Mail (or such other 

method as all counsel listed below mutually agree) upon the Escrow Agent and the 

following: 

Andrew N. Friedman 

COHEN MILSTEIN SELLERS & TOLL PLLC 

1100 New York Ave NW 

Washington, DC 20005 

(202) 408 4600 

afriedman@cohenmilstein.com

and 

Michael Lynch 

Lauri A. Mazzuchetti 

KELLEY DRYE & WARREN LLP 

200 Kimball Drive 

Parsippany, New Jersey 07054 

(973) 503-5900 

lmazzuchetti@kelleydrye.com

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mlynch@kelleydrye.com

6.5 The parties reserve the right to modify this Escrow Agreement 

upon written agreement of all parties other than the Escrow Agent, except any 

modification which shall affect the duties and responsibilities of the Escrow Agent 

may be made only upon agreement of all parties including the Escrow Agent. 

6.6 All fees, expenses and costs incurred in connection with the 

creation and administration of the Escrow Account shall be reimbursed from the 

Escrow Account and shall be deemed costs of administrating the Settlement 

Agreement within the meaning thereof. 

6.7 This Escrow Agreement may be executed in one or more 

counterparts, and transmitted among the parties hereto by facsimile transmission, 

and such counterparts and facsimile transmissions shall be valid and effective as if 

an original. 

DATED: _________________ KELLEY DRYE & WARREN, LLP 

 By: ______________________________ 

 MICHAEL C. LYNCH 

 Attorneys for Defendants 

DATED: _________________ COHEN MILSTEIN 

 By: ______________________________ 

 Andrew N. Friedman 

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NJ01\HerbL\175844.1 10

 Attorneys for Settlement Class 

DATED: _________________ 

 By: ______________________________ 

 

 For the Escrow Agent 

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Ex. F 

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Exhibit F – Long Form Notice 

1686886.1 

AN IMPORTANT NOTICE FROM THE UNITED STATES DISTRICT COURT FOR 

THE DISTRICT OF NEW JERSEY ABOUT A CLASS ACTION SETTLEMENT 

INVOLVING HYDROXATONE PRODUCTS 

PLEASE DO NOT CONTACT HYDROXATONE LLC OR THE COURT 

FOR INFORMATION 

Para ver en español, visita [insert url] o llama al 1-877-347-3437. También puedes escribir 

a Messaging Plan Settlement Administrator, c/o [insert name and address] para solicitar la 

versión en español de este Aviso y te enviaremos una copia por correo.

A proposed national settlement has been reached in class action proceedings brought 

against Hydroxatone LLC and Atlantic Coast Media Group LLC (collectively referred to as 

“Defendants”) relating to their sale or offer of products under a Risk Free Trial and/or AutoShipment Program (a/k/a “Preferred-Customer Beauty Program” or “Beauty Auto-Ship 

Program”). 

The case is entitled Susan Sabol, et al., v. Hydroxatone LLC and Atlantic Coast Media 

Group LLC, Civ. Act. No. 2:11-cv-0456-KM-MAH (D.N.J.) (the “Action”). You may be a 

member of the Settlement Class whose rights are affected by this lawsuit. The sole purpose of 

this Long Form Notice is to inform you of the Settlement Agreement so that you may decide 

what steps to take in relation to it. This is not a solicitation from a lawyer. 

The parties have engaged in comprehensive settlement negotiations and information 

exchange. Following the parties’ negotiations, the parties have reached an Agreement (the 

“Settlement Agreement”) providing for the Settlement of the Action, and all Claims relating to 

Defendants’ sale or offer of products under a Risk-Free Trial or Auto-Shipment Program. 

Defined terms, other than those defined in this notice, shall have the meaning set forth in the 

Settlement Agreement. A copy of the Settlement Agreement is posted on this website: [insert 

url]. The Court has certified a class (the “Settlement Class”), for settlement purposes only, 

consisting all Persons residing in the United States who between January 1, 2005 and [insert 

date of Preliminary Approval Order] received, ordered, signed up for, paid for, and/or were 

charged for Hydroxatone-branded products, and/or were charged shipping and processing fees 

for such products, in connection with a Risk-Free Trial and/or Auto-Shipment Program. 

. 

The proposed Settlement will provide benefits to members of the Settlement Class who 

make valid claims by submitting a Claim Form either through mail or through this Settlement 

Website, www.________________. Class Members Benefits consist of either a Cash Benefit or 

a Product Benefit, depending on which category your Claim belongs to. 

Class Counsel (listed below) believe that the Claims asserted in the Action have merit, 

but that the Settlement, described below, is in the best interests of the Settlement Class. Class 

Counsel have evaluated information made available in the course of the Action and settlement 

negotiations and have taken into account the risks and uncertainties of proceeding with this 

litigation. Those risks include the uncertainty of prevailing on the merits, proving substantial 

damages at trial, and prevailing on post-trial motions and likely appeals. Based upon their 

consideration of these factors, and on the substantial time and expense that will be incurred, 

Class Counsel believe it is in the best interests of the Settlement Class to settle the Action and 

the Released Claims on the terms described below. 

NJ01\HerbL\175845.1 

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Defendants deny any wrongdoing and do not believe that they have any liability to the 

Class Representatives or the Settlement Class. Defendants, however, believe that it is in their 

best interest to settle the Action, under the terms of the Settlement Agreement and obtain closure 

on these matters for the purpose of avoiding the uncertainties, expense of, and diversion of 

business resources resulting from further litigation. 

This notice does not imply that there have been or would be any findings of violation of 

the law by Defendants or that recovery could be had in any amount if the Action were not 

settled. 

YOUR LEGAL RIGHTS ARE AFFECTED WHETHER YOU ACT OR DO NOT ACT. 

READ THIS NOTICE CAREFULLY. 

THESE RIGHTS AND OPTIONS – AND THE DEADLINES TO EXERCISE THEM – ARE 

EXPLAINED IN THIS NOTICE. 

The Court in charge of this case has preliminarily approved the Settlement, but still has 

to decide whether to finally approve the Settlement. Payments and Settlement Benefits will be 

made only if the Court finally approves the Settlement and after appeals, if any, are resolved. 

Please be patient. 

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1686886.1 

YOUR LEGAL RIGHTS AND OPTIONS IN THIS LAWSUIT 

SUBMIT A CLAIM FORM 

BY MAIL OR ON 

WEBSITE 

Submitting a Claim Form (by mail or on the website) is the 

only way to get a Cash Benefit or Hydroxatone Product 

Benefit. 

ASK TO BE EXCLUDED If you ask to be excluded from the settlement, then you will 

not receive cash and/or products. You will, however, keep 

your rights to sue Defendants on your own regarding 

Hydroxatone products. Please note that this is the only option 

that allows you to ever be part of any other lawsuit about the 

legal claims relating to Defendants’ Risk Free Trials or AutoShipment Programs. 

COMMENT OR OBJECT Tell the Court why you like or dislike the settlement. 

You must remain a Settlement Class Member of the lawsuit in 

order to object to the Settlement. In other words, you cannot 

ask to be excluded from and also object to the Settlement. 

DO NOTHING If you fail to either file a Claim Form in a timely manner or 

request to be excluded, you will receive no reimbursement 

and no products. You will not be able to start a lawsuit, 

continue with a lawsuit, or be part of any other lawsuit against 

Defendants about the claims being released in this Settlement. 

IMPORTANT DEADLINES

(your legal rights are affected by your compliance or non-compliance with these dates) 

Final Date to Submit Claim: _________ 

Final Date to Request Exclusion: __________ 

Final Date to File Objection: ___________ 

Court Hearing on Fairness of Settlement: _____________ 

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BASIC INFORMATION

1. Why was I notified about this settlement?................................................................ 5 

2. What is this lawsuit about? ........................................................................................ 5 

3. Why is this Action a class action?.............................................................................. 5 

4. Why is there a settlement? ......................................................................................... 6 

5. How do I know if I am a Class Member?.................................................................. 6 

6. What are the exceptions to being included in the Class? ........................................ 6 

7. I am still not sure if I am included............................................................................. 6 

8. What does the Settlement provide?........................................................................... 6 

9. Who can send in a claim? ........................................................................................... 8 

10. How do I make a valid claim?.................................................................................... 8 

11. When do I get my Cash or Product Benefit or 

 learn whether I will receive a benefit? ...................................................................... 9 

12. What am I giving up by staying in the Class? .......................................................... 9 

13. How do I exclude myself from the Settlement?........................................................ 9 

14. If I do not exclude myself, can I sue the Defendants for the same thing later?... 10 

15. If I exclude myself, can I receive a payment from this Settlement?..................... 10 

16. Do I have a lawyer in this case? ............................................................................... 10 

17. How will the lawyers be paid? ................................................................................. 10 

18. How do I tell the Court that I like or dislike the Settlement?............................... 11 

19. What is the difference between objecting to the Settlement and 

excluding myself from the Class? ............................................................................ 12 

20. When and where will the Court decide whether to approve the Settlement? ..... 13 

21. Do I have to come to the hearing? ........................................................................... 13 

22. May I speak at the hearing?..................................................................................... 13 

23. What happens if I do nothing at all? ....................................................................... 13 

24. Are there more details about the Settlement? ........................................................ 13 

 

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1. Why was I notified about this settlement?

 According to Defendants’ records, you paid some amount to Defendants in connection 

with a Risk Free Trial or Auto-Shipment Program involving Hydroxatone-branded products 

during the time period between January 1, 2005 through {{INSERT PRELIM APPROVAL 

DATE}} (this is the “Class Period”). 

 If this description applies to you, you have a right to know about your options with 

respect to a proposed settlement (the “Settlement”) of the claims relating to Defendants’ 

products in this class action lawsuit before the Court decides whether to approve the Settlement. 

If the Court approves the Settlement, and after any objections or appeals are resolved, the 

Settlement Administrator will distribute Cash Benefit payments and Product Benefits that the 

Settlement allows for valid, approved claims. 

 This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are 

available, who is eligible for them, and how to receive them. 

2. What is this lawsuit about? 

On August 8, 2011, Tammy Gray filed a class action lawsuit against Defendants in the 

United States District Court for the District of New Jersey, and was assigned Case Number 2:11-

cv-04586-SRC-MAS (“Gray Case”), alleging, among other things, that Defendants’ failure to 

adequately disclose terms of Risk Free Trials and Auto-Shipment Programs, refusal to refund 

customers who timely returned Hydroxatone products, failure to allow consumers to timely 

cancel Hydroxatone Preferred-Customer BeautyAuto-Shipment Program memberships, and 

failure to cease billing consumers for Hydroxatone products after they have cancelled their 

memberships constitute a breach of contract, a violation of the New Jersey Consumer Fraud Act, 

and unjust enrichment. Defendants deny all of the claims. 

On March 23, 2012, Plaintiffs Susan Sabol and Valerie Done on behalf of a national 

Class, filed their First Amended Complaint in the Gray Case, replacing the original class action 

plaintiffs and alleging additional causes of action (Sabol, et al. v. Hydroxatone LLC and Atlantic 

Coast Media Group LLC, No. 2:11-cv-04586-KM-MAH (D.N.J.)) (the “Action”). 

On February 7, 2013, Plaintiffs Susan Sabol, Valerie Done and Kathleen Klodner filed a 

proposed Second Amended Class Complaint. The Second Amended Complaint, among other 

things, added Plaintiff Klodner’s claims arising from her participation in Hydroxatone’s AutoShipment Program. 

Defendants deny the allegations made in Plaintiffs’ Complaints, deny any and all liability 

with respect to the facts alleged therein and deny that anyone has suffered damage or is entitled 

to any relief whatsoever with respect to the sale or offer for Hydroxatone products, their Risk 

Free Trials and/or Auto-Shipment Programs. 

3. Why is this action a class action?

 In a class action, one or more people called class representatives sue on behalf of people 

who have similar claims. All of these people who have similar claims are referred to 

collectively as a “Class” or individually as “Class Members” or “Settlement Class Members.” 

One court resolves the issues for all Class Members, except for those who exclude themselves 

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1686886.1 

from the Settlement. United States District Court Judge Kevin McNulty of the District of New 

Jersey is in charge of this class action. The case is known as Sabol, et al. v. Hydroxatone LLC, 

et al., civil action number 2:11-cv-04586-KM-MAH. 

4. Why is there a settlement?

 The Court did not decide in favor of Plaintiffs or Defendants. Instead, both sides agreed 

to a settlement. That way, both Plaintiffs and Defendants avoid the cost and risks of further 

litigation and trial. As explained above, Plaintiffs and their attorneys think the Settlement is best 

for all Class Members. 

WHO IS IN THE SETTLEMENT

 To see if you are entitled to receive a Cash Benefit or Product Benefit from this 

Settlement, you first have to determine if you are a Class Member. 

5. How do I know if I am a Class Member?

The Class includes All Persons residing in the United States who between January 1, 

2005 and [insert date of Preliminary Approval Order] received, ordered, signed up for, paid 

for, and/or were charged for Hydroxatone-branded products, and/or were charged shipping 

and processing fees for such products, in connection with a Risk-Free Trial and/or AutoShipment Program, including but not limited to: Hydroxatone, Celtrixa, Hydrolyze, 

Declatone, Lashatone, Instant Effect, Luminique, Instant Wrinkle Filler, and Orexis. 

6. What are the exceptions to being included in the Class? 

 Even if you fit the definition under Question 5 above, you are not a Class Member if you 

are: (i) Defendants; (ii) a present or former officer or director of Defendants; (iii) Defendants’ 

counsel (iv) Class Counsel; (v) any Judge assigned to this Action and his or her immediate 

family; and (vi) any putative Class Members who exclude themselves by filing a Request for 

Exclusion in accordance with the requirements set forth in this Notice. 

7. I am still not sure if I am included. 

 If you are still not sure whether you are included, you can ask for free help. For more 

information, you can contact the Settlement Administrator at ________________, or Class 

Counsel, at _____________________ or by email at ___________________, or you can fill out 

and return the Claim Form described in the answer to question 10, to see if you qualify. Please 

do not contact Defendants. 

THE SETTLEMENT BENEFITS – WHAT YOU RECEIVE

8. What does the Settlement provide? 

The Settlement Agreement provides for Cash Benefits or Product Benefits, as well as 

Prospective Relief. 

Cash Benefit: Defendants will pay Three Million Dollars ($3,000,000) to establish a 

Common Fund for the benefit of the Settlement Class (the “Cash Fund”). Benefits will be paid 

to Settlement Class Members from the net amount remaining (the “Net Settlement Fund”) after 

the following amounts are deducted from the Cash Fund: (1) attorneys’ fees and costs; (2) 

administrative costs of notice and the settlement, but excluding internal costs to Defendant to 

administer the settlement; (3) Participation Awards, and (4) shipping and processing costs in 

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1686886.1 

connection with all Settlement Class Member Claimants who select to receive a Product Benefit 

(described below) not to exceed $7.95 per shipment. 

Product Benefit: Defendants will also provide to the Settlement Class in Hydroxatonebranded products (the “Product Benefit”) up to a total value of Four Million Dollars 

$4,000,000). 

Plan of Allocation: The Settlement Benefits will be distributed to two groups of 

Settlement Class Members—Group One and Group Two. 

Group One

 You are a Member of this Group if you are a Settlement Class Member who (i) tried to, 

attempted to, made efforts to, or took any actions designed to return Risk-Free Trial product(s) 

and/or Auto-Shipment Program product(s) and paid more than shipping and processing and/or 

return postage in connection with such product and/or received additional shipments of product 

for which they paid, OR (ii) cancelled and/or attempted to cancel their Auto-Shipment Program 

memberships but received additional shipments of product for which you paid more than 

shipping and processing and/or return postage. 

 If you are a member of Group One, you will be eligible to receive your choice of either a 

pro rata share of the Net Settlement Fund (the “Cash Benefit”) or a “Product Benefit.” 

 A “Cash Benefit” for Group One Settlement Class Members will be made to Approved 

Claimants in the following amounts: 

A Claimant who spent more than $200 with Defendants after all prior refunds will be 

eligible to receive (subject to a pro rata reduction) $100. 

A Claimant who spent between $100 and $200 with Defendants after all prior refunds 

will be eligible to receive (subject to a pro rata reduction) $75. 

A Claimant who spent less than $100 with Defendants after all prior refunds will be 

eligible to receive (subject to a pro rata reduction) $40. 

The Cash Benefit will be subject to a pro rata reduction if the total Approved Claims exceed the 

Net Settlement Fund. In the event that all Claims are paid for by the Net Settlement Fund, 

without any pro rata reduction, no funds will revert to Defendants. 

OR 

 A “Product Benefit” for Group One Settlement Class Members will be made to 

Approved Claimants in the following manner: 

 A Claimant who spent more than $150 with Defendants after all prior refunds will 

receive their choice of one of the following products: 

 1. Luminique Facial Brightener 3 oz. (Retail Price $49.95) 

 2. Sunsoak Age-Defying Self Tanner 1 oz. (Retail Price $59.95) 

 3. Pore Minimizer Serum 1 oz. (Retail Price $59.95) 

 4. Instant Wrinkle Filler 30 Day Boxes (Retail Price $59.95) 

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 5. Instant Effect 30 Day Boxes (Retail Price $59.95) 

 6. Celtrixa Stretchmark Lotion- Original Formula (Retail Price $59.95) 

 A Claimant who spent $150 or less with Defendants after all prior refunds will receive 

their choice of one of the following products: 

 1. Hydroxatone Anti-aging Body Lotion by Celtrixa (Retail Price $19.95) 

 2. Declatone Deluxe Sample for Retail 0.5 oz (Retail Price $29.95) 

 3. Hydroxatone Gentle Milky Cleanser 3 oz. (Retail Price $39.95) 

 4. Hydroxatone Age Defying Toner 3 oz. (Retail Price $39.95) 

 5. Keracalm (Retail Price $39.95) 

 If you choose the Product Benefit, shipping and processing charges will be paid for you 

from the Cash Fund and you will pay nothing for the products which you request (so long as 

there is a sufficient amount in the Cash Fund; otherwise this will be subject to pro rata 

reduction). Defendants reserve the right to substitute products based upon supply. 

Group Two

 You are a Member of this Group if you are a Settlement Class Member who: (i) paid 

only shipping and processing and/or return postage in connection with Risk-Free Trial 

product(s) and/or Auto-Shipment Program product(s); (ii) paid more than shipping and 

processing and/or return postage in connection with Risk-Free Trial product(s) and/or AutoShipment Program product(s); but did not try to, attempt to, or take any action designed to return 

the products; (iii)_ cancelled and/or attempted to cancel an Auto-Ship Program membership, but 

paid only shipping and processing or return postage costs; (iv) never tried to cancel their AutoShip Program membership; or (v) otherwise fall within the definition of the Settlement Class. 

 If you are a member of Group Two, you will be eligible to receive a Product Benefit, 

which will be your choice of one of the following products: 

 1. Hydroxatone Anti-aging Body Lotion by Celtrixa (Retail Price $19.95) 

 2. Declatone Deluxe Sample for Retail 0.5 oz. (Retail Price $29.95) 

 3. Hydroxatone Gentle Milky Cleanser 3 oz. (Retail Price $39.95) 

 4. Hydroxatone Age Defying Toner 3 oz. (Retail Price $39.95) 

 5. Keracalm (Retail Price $39.95) 

 If you choose the Product Benefit, shipping and processing charges will be paid for you 

from the Cash Fund and you will pay nothing for the products which you request (so long as 

there is sufficient amounts in the Cash Fund; otherwise this will be subject to a pro rata 

reduction). Defendants reserve the right to substitute products based upon supply. 

Prospective Relief: 

 As part of the Settlement, Defendants also agree not to directly or indirectly engage in 

the specific acts or practices that were alleged to be deceptive or unlawful. Specifically, 

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Defendants agreed that they will adhere to the following for all Hydroxatone-branded products: 

(1) Defendants will not use the word “free” by itself for offers where the customer is required to 

return the product that is being offered to avoid being billed for the price of such product; (2) 

Defendants will disclose the terms of their Risk Free Trial and Auto-Shipment Program(s) in a 

Clear and Conspicuous manner before getting the customer’s final acceptance to the offer; (3) 

Defendants will provide a simple mechanism on Hydroxatone-branded websites controlled by 

Hydroxatone that allows a customer to easily effectuate a cancellation of an Auto-Shipment 

Program; and (4) Defendants will provide customers who provide an email address and who 

cancel with email confirmation to that email address of such cancellation within 10 days of the 

cancellation becoming effective. 

HOW YOU RECEIVE A CASH BENEFIT OR PRODUCT BENEFIT – SUBMITTING A 

CLAIM FORM

 9. Who can send in a claim? 

 All Persons residing in the United States who between January 1, 2005 and [insert date 

of Preliminary Approval Order] received, ordered, signed up for, paid for, and/or were charged 

for Hydroxatone-branded products, and/or were charged shipping and processing fees for such 

products, in connection with a Risk-Free Trial and/or Auto-Shipment Program. 

 10. How do I make a valid claim? 

To submit a Claim, do the following: 

 Complete, sign and date a Claim Form, either in writing or online at this website 

www.________________ by _____________. The Claim Form includes a sworn 

statement that the information you provide regarding your purchase or receipt of 

Hydroxatone-branded products and your attempts (if any) to return product or cancel an 

Auto-Shipment Program membership are true and correct. 

 The Settlement Administrator may verify the Claim Forms submitted to determine, 

among other things, that the Claimant actually was sent and/or paid for a Hydroxatone product, 

whether or not the Claimant received a refund and whether or not the Claimant attempted to 

return or cancel product shipments. 

 Cash Benefits and Product Benefits will only be distributed after the Court approves the 

Settlement and all appeals, if any, are resolved. 

 If you fail to submit the Claim Form by the required deadline, you will not receive any 

Cash Benefit or Product Benefit. Sending in a Claim Form late will be the same as doing 

nothing (see paragraph 23). 

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11. When do I get my Cash Benefit or Product Benefit or learn whether I will 

receive a Cash or Product Benefit?

 If the Settlement Administrator determines that your Claim is to be paid, your Cash or 

Product Benefit will be mailed to you after the Settlement Effective Date. The Court will hold a 

hearing on _________, to decide whether to approve the Settlement. If the Court approves the 

Settlement, there may be appeals. It is always uncertain whether appeals, if any are filed, can be 

resolved, and resolving them can take time, perhaps several years. The Settlement Effective 

Date will not occur until all appeals are resolved. In addition, the Settlement Administrator must 

process all of the Claim Forms. Please be patient. 

 If the Settlement Administrator determines that your claim should not be paid or should 

be paid only in part, you will sent an email or a letter telling you the amount or benefit you are 

to receive, if any, and explaining how you can appeal the amount or benefit, if you wish to do 

so. 

12. What am I giving up by staying in the Class?

 Unless you exclude yourself, you are staying in the Class, and that means that you cannot 

sue, continue to sue, or be part of any other lawsuit against Defendants about the claims being 

released in this Settlement. It also means that all of the Court’s orders will apply to you and 

legally bind you. 

EXCLUDING YOURSELF FROM THE SETTLEMENT

 If you do not want a Cash Benefit or Product Benefit from this Settlement, and you want 

to keep the right to sue or continue to sue Defendants on your own about the claims being 

released in this Settlement, then you must take steps to exclude yourself from the Settlement. 

This is referred to as “opting out of” or “excluding yourself from” the Class. 

13. How do I exclude myself from the Settlement?

Settlement Class Members who wish to exclude themselves (opt out) from the 

Settlement Class must submit a written “Request for Exclusion.” To be effective, such a request 

must include the Settlement Class Members’ name, mailing address, e-mail address, the 

signature of the Settlement Class Member (or, in the case of a Person who is deceased or 

incapacitated only, the signature of the legally authorized representative of that Settlement Class 

member), substantially the following statement, “I want to opt out of the class certified in the 

Sabol v. Hydroxatone litigation.” The Settlement Class Members may also state the reason why 

they wishe to exclude (opt out) themselves from the Settlement Class. 

 

Requests for Exclusion may be submitted via First Class U.S. Mail or overnight private 

carrier paid by the Settlement Class Member and sent to the Settlement Administrator at the 

address provided below.* Requests for Exclusion must be postmarked no later than twenty one 

(21) days before the Final Approval (Final Fairness) Hearing. 

Settlement Administrator: 

Hydroxatone, LLC. 

[Contact Person] 

[Address] 

[Telephone] 

[Facsimile] 

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*Please keep a copy of everything you send by mail, in case it is lost or destroyed during 

shipping. 

You cannot exclude yourself over the phone or by e-mail. If you ask to be excluded, you 

are not eligible to receive any Settlement payment, and you cannot object to the Settlement. 

You will not be legally bound by anything that happens in this lawsuit and you will be able to 

pursue the claims that are being released in this Settlement at your own expense. 

14. If I do not exclude myself, can I sue Hydroxatone for the same thing later?

 No. Unless you exclude yourself, you give up any right to sue Defendants for the claims 

being released by this Settlement. If you have a pending lawsuit relating to the claims being 

released in this case against Defendants, speak to your lawyer in that case immediately and give 

him/her this packet. Remember, the exclusion deadline is (21) days before the Final Approval 

(Final Fairness) Hearing. 

15. If I exclude myself, can I receive a payment from this Settlement?

 No. If you exclude yourself, you will not receive any money or benefits from the 

Settlement. But, you may sue, continue to sue, or be part of a different lawsuit asserting the 

claims being released in this Settlement against Defendants. 

THE LAWYERS REPRESENTING YOU

16. Do I have a lawyer in this case?

 The Court has decided that the law firms of Cohen Milstein Sellers & Toll PLLC, 

McLaughlin & Stern, L.L.P., and the Law Office of Angela Edwards are qualified to represent 

you and all Class Members. These law firms are called “Class Counsel.” You will not be 

individually charged for these lawyers. If you want to be represented by your own lawyer, you 

may hire one at your own expense and enter an appearance through your attorney. 

17. How will the lawyers be paid?

 Class Counsel has prosecuted this case on a contingency basis. They have not received 

any fees or reimbursement for any of the expenses associated with this case. Class Counsel will 

apply to the Court by motion for an award to Class Counsel for attorneys’ fees of not more than 

33 1/3 percent of the Cash Fund. Class Counsel will also seek reimbursement of reasonable 

expenses, to be paid from the Common Fund for the settlement, including Participation Awards 

totaling $3,500 for the Class Representatives and Former Class Representative in this Action for 

their contributions to the Action. 

SUPPORTING OR OBJECTING TO THE SETTLEMENT

18. How do I tell the Court that I like or dislike the Settlement?

 If you are a Class Member, you can tell the Court that you like the settlement and it 

should be approved, or that you object to the Settlement if you do not like a part of it. The Court 

will consider all comments from Class Members. 

 To object, you must send a letter to the Court stating your objections. To be effective, 

the letter must also: 

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1686886.1 

(a) Contain a caption that includes the name of the Case and the case number 

as follows: Sabol v. Hydroxatone, Case No. 2:11-cv-04586-KM-MAH (D.N.J.); 

(b) Provide the name, address, telephone number and signature of the 

Settlement Class member filing the intent to object; 

(c) Provide the approximate date of his/her transaction with Hydroxatone and 

the total amount paid by him or her for Hydroxatone products; 

(d) Verify by sworn statement that he or she has not received a full refund of 

his/her Hydroxatone product charges; 

(e) Be filed with the District of New Jersey Clerk of the Court not later than 

thirty (30) calendar days before the Final Approval (Final Fairness) Hearing; 

(f) Be served on Class Counsel and counsel for Defendants so as to be 

received no later than thirty (30) calendar days before the Final Approval (Final Fairness) 

Hearing; 

(g) Contain the name, address, bar number and telephone number of the 

objecting Settlement Class member’s counsel, if represented by an attorney; 

(h) Contain the number of class action settlements objected to by the 

Settlement Class Member in the last three years; and 

(i) State whether the objecting Settlement Class member intends to appear at 

the Final Approval (Final Fairness) Hearing, either in person or through counsel. 

In addition to the foregoing, if the Settlement Class member is represented by counsel 

and such counsel intends to speak at the Final Approval (Final Fairness) Hearing, a notice of 

intent to object must contain the following information: A detailed statement of the specific 

legal and factual basis for each and every objection; and a detailed description of any and all 

evidence the objecting Settlement Class member may offer at the Final Approval (Final 

Fairness) Hearing, including copies of any and all exhibits that the objecting Settlement Class 

member may introduce at the Final Approval (Final Fairness) Hearing. 

 Court: 

 Clerk of the Court 

 UNITED STATES DISTRICT COURT 

 District of New Jersey 

 Martin Luther King Jr. Federal Building & U.S. Courthouse 

 50 Walnut Street 

 Newark, NJ 07101 

 Class Counsel: 

COHEN MILSTEIN SELLERS & TOLL PLLC 

Andrew N. Friedman 

Whitney R. Case 

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1686886.1 

Stefanie M. Ramirez 

1100 New York Avenue, N.W., Suite 500 West 

Washington, DC 20005-3964 

Counsel for Defendants 

KELLEY DRYE & WARREN LLP 

Joseph A. Boyle 

Michael Lynch 

Lauri A. Mazzuchetti 

Michael A. Innes 

200 Kimball Drive 

Parsippany, NJ 07054 

The filing of an objection allows Class Counsel or Counsel for Defendants to depose the 

objector consistent with the Federal Rules of Civil Procedure at an agreed-upon location before 

the Final Approval Hearing, and to seek any documentary evidence or other tangible things that 

are relevant to the objection. Failure by an objector to comply with discovery requests may 

result in the Court striking said objector’s objection and otherwise denying that person the 

opportunity to make an objection or be further heard. The Court reserves the right to tax the 

costs of any such discovery to the objector or the objector’s counsel should the Court determine 

that the objection is frivolous or is made for an improper purpose. 

 If you do not submit a written comment on the proposed settlement or the application of 

Class Counsel for Case Contribution Awards, attorney fees and expenses in accordance with the 

deadline and procedure set forth above, you will waive your right to be heard at the Final 

Approval Hearing and to appeal from any order or judgment of the Court concerning the matter. 

19. What is the difference between objecting to the Settlement and excluding 

myself from the Class?

 Objecting is simply telling the Court that you do not like something about the Settlement. 

You can object only if you stay in the Class. Excluding yourself is telling the Court that you do 

not want to be part of the Settlement. If you exclude yourself, you have no basis to object 

because the case no longer affects you. 

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1686886.1 

THE COURT’S FINAL APPROVAL HEARING

20. When and where will the Court decide whether to approve the Settlement?

 The Court will hold a hearing at ______, on ________, at the United States District 

Courthouse, 50 Walnut Street, Courtroom _____, Newark, NJ 07101. At this hearing the Court 

will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, 

the Court will consider them. Judge McNulty may listen to people who have requested in 

writing to speak at the hearing. The Court may also decide how much to pay Class Counsel or 

whether to approve incentive awards. After the hearing, the Court will decide whether to 

approve the Settlement. We do not know how long it will take for the Court to make its 

decision. 

21. Do I have to come to the hearing?

 No. Class Counsel will answer any questions Judge McNulty may have. But, you are 

welcome to come at your own expense. If you send an objection, you do not have to come to 

Court to talk about it. As long as your written objection letter is received on time, the Court will 

consider it. You may also pay your own lawyer to attend, but this is not necessary. 

22. May I speak at the hearing?

 If you file an objection, you may ask the Court for permission to speak at the hearing 

concerning the proposed Settlement or the application of Plaintiffs’ counsel for attorney fees and 

expenses. To do so, you must state your intent to appear at the hearing as described under 

Question 18 above. You cannot speak at the hearing if you exclude yourself from the 

Settlement. 

IF YOU DO NOTHING

23. What happens if I do nothing at all?

 If you do nothing, you will receive no reimbursement from this Settlement. But, unless 

you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part 

of any other lawsuit against Defendants about the claims being released in this Settlement. 

OBTAINING MORE INFORMATION

24. Are there more details about the Settlement?

 This Notice summarizes the proposed Settlement. More details are in the Settlement 

Agreement. You can obtain a copy of the Settlement Agreement or more information about the 

Settlement in this website www.______________, or contacting the Settlement Administrator 

by phone at ____. 

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DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

DATED: _________, 2012 

 

BY ORDER OF THE COURT 

UNITED STATES DISTRICT COURT 

DISTRICT OF NEW JERSEY 

 

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Ex. G 

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Exhibit G – Short Form Notice 

THIS NOTICE PROVIDES LIMITED INFORMATION ABOUT A CLASS ACTION SETTLEMENT.

A proposed Settlement has been reached with Hydroxatone LLC and Atlantic Coast Media Group (“Defendants”) in a class 

action, Sabol, et al. v. Hydroxatone LLC and Atlantic Coast Media Group LLC, Civ. No. 2:11-cv-04586-KM-MAH (USDC, 

DNJ), wherein the Plaintiffs allege, among other things, that Defendants’ failure to adequately disclose terms of Risk Free Trials 

and Auto-Shipment Programs, refusal to refund customers who timely returned Hydroxatone products, failure to allow consumers 

to timely cancel Auto-Shipment Program memberships, and failure to cease billing consumers for Hydroxatone products after 

they have cancelled their memberships constitute a breach of contract, a violation of the New Jersey Consumer Fraud Act, and 

unjust enrichment. Defendants deny all of the claims. The Class includes all Persons residing in the United States who between

January 1, 2005 and [insert date of Preliminary Approval Order] received, ordered, signed up for, paid for, and/or were charged

for Hydroxatone-branded products, and/or were charged shipping and processing fees for such products, in connection with a 

Risk-Free Trial and/or Auto-Shipment Program, including but not limited to offers regarding or receipt of the following products: 

Hydroxatone, Celtrixa, Hydrolyze, Declatone, Lashatone, Instant Effect, Luminique, Instant Wrinkle Filler, and Orexis. If you 

are a member of the Settlement Class, you have certain rights and options, such as submitting a Claim for a Settlement Benefit,

requesting exclusion from the Settlement, or objecting to the Settlement. 

Settlement Class Members will, depending on the individual claimant’s transaction history, receive either a Cash Benefit or 

Product Benefit as set forth in the Settlement Agreement. The full Class Notice and Claim Form can be found at the settlement 

website, www._____, or requested by calling 000-000-0000. You can submit a Claim online at [insert url] or by mail. The Claim 

Deadline is ___. If you desire to be represented by your own lawyer, you may hire one at your own expense and you may enter 

an appearance with the Court. 

IF YOU DO NOT WISH TO BE PART OF, OR IF YOU WISH TO OBJECT TO, THIS SETTLEMENT, you may 

exclude yourself or file an objection with the Court. To exclude yourself, you must mail a Request for Exclusion, postmarked no 

later than insert date, to: Settlement Administrator, c/o insert name and address. If you do not submit a written Request for 

Exclusion, you will be bound by the Final Approval Order and Judgment and you will remain in the Class, and cannot sue, or 

continue to sue, or be part of any other lawsuit against the Defendants about the claims being released in this Settlement. All of 

the Court’s orders will apply to you and legally bind you. To object to the Settlement, you must file an objection with the Court 

by no later than date. The Court, located at 50 Walnut Street, Newark, New Jersey, will conduct a hearing on whether to approve

the Settlement, and if so, will determine what fees and expenses should be awarded to Class Counsel. The Final Approval 

Hearing is presently scheduled for insert date, but may be changed.. 

Go to www.url.com or call 1-877-xxxxxxxxx for additional information. 

Please do not contact the Court or Defendants. 

Para ver en español, visita www.url.com o llama al 1-877-xxxxxxxxx. También puedes escribir a Messaging Plan Settlement 

Administrator, c insert date, to: Settlement Administrator, c/o insert name and address para solicitar la versión en español de este 

Aviso y te enviaremos una copia por correo. 

NJ01\InneM\173454.5

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Ex. H 

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Exhibit H- Guarantee 

Acknowledgement & Guarantee

I, the undersigned, acknowledge and agree as follows on behalf 

of the fir

Settlement 

., Civ. Act. 

understand 

its terms. I represent and warrant that I am authorized to execute this 

agreement on the Firm's behalf and to bind the firm to the obligations set 

forth her n behalf of 

eceived by 

payment to 

inated 

pursuant to its terms. Within twenty (20) days of receiving written notice of 

he Firm as 

attorneys' fees and costs pursuant to the Settlement Agreement. By 

receiving any such sums, the Firm submits to the jurisdiction of the District 

Court for the District of New Jersey for the enforcement of and any and all 

m of COHEN MILSTEIN (the "Firm"): 

I have read the Stipulation and Agreement of 

entered into by the parties in Gray v. Hydroxatone, LLC, et al

No. 2:11-cv-04586 (KM-MAH), ("Settlement Agreement") and 

ein, and I make this Acknowledgement & Guarantee o

the Firm. 

The Firm understands and agrees that any amount r

the Firm pursuant to the Settlement Agreement is subject to re

Defendants in the event that the Settlement Agreement is term

termination of the Settlement Agreement from any counsel for the Parties,

the Firm will reimburse to Defendants all sums received by t

NJ01\HerbL\175846.1

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NJ01\HerbL\175846.1 2

disputes relating to or arising out of the reimbursement obligation set forth 

herein and the Settlement Agreement. 

By:________________________ 

Date: 

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