Certification of the Class Clause Samples

Certification of the Class. (a) For the purposes of Settlement and the proceedings contemplated herein only, and subject to Court approval, the Parties stipulate and agree that the Class shall be provisionally certified pursuant to Federal Rule of Civil Procedure 23 in accordance with the definition contained herein, that ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, and ▇▇. ▇▇▇▇▇▇ shall be the Class Representatives for the Class, and that Class Counsel shall be appointed as counsel for the Class. (b) As soon as reasonably practicable, ▇▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, and ▇▇. ▇▇▇▇▇▇ shall apply to the Court for entry of the Preliminary Approval Order, as provided in this Agreement.

Certification of the Class. 2.1. This Agreement is for settlement purposes only, and neither the fact of nor any provision contained in this Agreement, nor any action taken hereunder, shall constitute or be construed as an admission of: (a) the validity of any claim or allegation by Plaintiff, or of any defense asserted by ▇▇▇▇▇, in the Action or (b) any wrongdoing, fault, violation of law, or liability on the part of any Party, Released Party, Class Member, or their respective counsel. 2.2. As part of the Motion for Preliminary Approval, Plaintiff will seek certification of the Class. ▇▇▇▇▇ hereby consents, solely for purposes of the Settlement, to the certification of the Class, to the appointment of Class Counsel, and to the approval of Plaintiff as a suitable representative of the Class; provided, however, that if the Court fails to approve this Settlement or the Settlement otherwise fails to be consummated, then ▇▇▇▇▇’▇ consent given in this provision shall be null and void and ▇▇▇▇▇ shall retain all rights it had immediately preceding the execution of this Agreement, including, without limitation, the right to object to all of the matters to which it is consenting in this provision and Agreement.

Certification of the Class. For purposes of this Settlement only, the Parties stipulate to the certification of the Class, which is contingent upon both the Court entering the Final Approval Order of this Settlement and the occurrence of the Effective Date.

Certification of the Class. For the purposes of Settlement and the proceedings contemplated herein only, and subject to Court approval, the Parties stipulate and agree that the Class shall be provisionally certified pursuant to Federal Rule of Civil Procedure 23 in accordance with the definition contained herein, that ▇▇▇▇▇▇ shall represent the Class for settlement purposes and shall be the Class Representative, and that Class Counsel shall be appointed as counsel for the Class.

Certification of the Class. The Court finds that the prerequisites of Rule 23 have been satisfied for certification of the Class for settlement purposes because: Class Members are so numerous that joinder of all members is impracticable; there are questions of law and fact common to the Class; the claims and defenses of the Class Representative are typical of the claims and defenses of the Class she represents; the Class Representative has fairly and adequately protected the interests of the Class with regard to the claims of the Class she represents; common questions of law and fact predominate over questions affecting only individual Class Members, rendering the Class sufficiently cohesive to warrant a class settlement; and the certification of the Class is superior to individual litigation and/or settlement as a method for the fair and efficient resolution of this matter. For purposes of the Settlement and this Final Approval Order and Judgment, the Court ▇▇▇▇▇▇ finally certifies the following Class: All United States residents who, in the ▇▇▇▇▇▇ ▇▇▇▇▇▇, during the Class Period, either (i) purchased a Shutterfly General Spend Groupon that was never redeemed; or, (ii) redeemed a Shutterfly General Spend Groupon. For avoidance of doubt, the Class includes purchasers of each of the following Shutterfly General Spend Groupons: GP4W, GP7C, GP7D, GP7E, GP7F, GP7G, GP7H, GP7T, GP7U, GP7V, GP7W, GP7X, GP7Y, GP7Z, GP8A, GP9A, GP9B, GP9C, GP9D, GP9E, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, GPAG, GPAH, GPAL, GPAM, GPAN, GPAP, GPAQ, GPAR, GPAS, GPAT, ▇▇▇▇, ▇▇▇▇, GPA9, GPBA, GPBB, GPBV, GPBW, GPBX, GPBY, GPBZ, ▇▇▇▇, ▇▇▇▇, GPCA, GPCB, GPCC, GPCU, GPCV, GPCW, GPDA, GPDB, GPDC, GPDD, GPDE, GPDF, GPDG, GPDH, GPDJ, GPDQ, GPDR, GPDS, GPDT, and GPDU. 18 Excluded from the Class are (a) the undersigned judge and any member of her immediate family; (b) the Honorable Magistrate ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and any member of her immediate family; (c) any government entity; (d) Honorable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Ret’d) and any member of his immediate family; (e) Defendant; (f) any entity in which Defendant has a controlling interest; (g) any of Defendant’s parents, affiliates, and officers, directors, employees, legal representatives, heirs, successors, or assigns; and (h) all persons who have filed a timely Request for Exclusion to opt out of the Class. For the purpose of this Settlement, the Court hereby finally approves Plaintiff as the Class Representative and the law firm of Gutride ▇▇▇▇▇▇ LLP as Class Counsel.

Certification of the Class. For purposes of effectuating the settlement of the Litigation only, the Parties agree to jointly request that the Court certify a nationwide Preliminary Settlement Class consisting of the Disclosure Class Members and the Pre-Adverse Action Class Members as defined in this Agreement. The Parties agree that should the Court deny certification for settlement purposes, Defendant is not precluded from challenging class certification in this litigation. The Parties further acknowledge and agree that Defendant shall have the right to terminate the Agreement if more than ten percent (10%) of either the Disclosure Class or the Pre-Adverse Action Class opts out of the class.

Certification of the Class. (a) For the purposes of Settlement and the proceedings contemplated herein only, and subject to Court approval, the Parties stipulate and agree that the Class shall be provisionally certified pursuant to Federal Rule of Civil Procedure 23 in accordance with the definition contained herein, that ▇▇. ▇▇▇▇▇▇ shall represent the Class for settlement purposes and shall be the Class Representative, and that Class Counsel shall be appointed as counsel for the Class. (b) As soon as reasonably practicable, ▇▇. ▇▇▇▇▇▇ shall apply to the Court for entry of the Preliminary Approval Order, as provided in this Agreement.

Certification of the Class. For purposes of the Settlement only, the parties hereto agree that the Court shall certify a non-opt-out class pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2) consisting of the Class Members. In the event that the Settlement is terminated or rendered null and void and of no force and effect as to all Parties, the certification of the Class shall, except as provided herein, be deemed vacated, the Action shall proceed as though the Class had never been certified, and no reference to the certification of the Class, or to this Stipulation or

Certification of the Class. For the purposes of the Settlement only and the proceeding contemplated herein, the Parties stipulate and agree that: (1) the Class shall be provisionally certified in accordance with the definition contained in Section 1.4 above;