Declaration of Brian C. Kerr ISO Plaintiffs - Gilardi & Co, LLC

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Action”), appointed Brower Piven, A Professional Corporation and Milberg LLP as interim colead
counsel for the putative class, and ordered that its order would apply to any actions
subsequently filed in the State Court arising out of the same or similar facts alleged in the State
Action.
10. On December 30, 2011, a third, similar action was filed in the State Court: Booth
Family Trust v. SuccessFactors, Inc., Case No. CIV 510800. This case was subsequently
consolidated into the State Action.
11. Beginning on January 4, 2012, pursuant to negotiations among counsel for the
parties, SuccessFactors produced certain confidential, nonpublic documents to Plaintiffs’ counsel
in the State Action in response to Plaintiffs’ requests. This production was governed by a
Stipulation and Protected Order that had been negotiated by the parties
12. On January 5, 2012, Plaintiffs in the State Action filed a Consolidated Complaint,
which sought, among other things, injunctive relief relating to allegations that the 14D-9 filed by
SuccessFactors was false and misleading to the extent that it failed to provide and/or omitted
certain material information to permit SuccessFactors shareholders to make an informed decision
with respect to the Tender Offer
13. On January 5, 2012, an action was filed in the Federal Court, that made
substantially similar allegations to the allegations contained in the Consolidated Complaint in the
State Action, and which sought relief substantially identical to the relief sought in the State
Action: Israni v. Dalgaard, Case No. CV12-0076-JSW (“Federal Action”). The Federal Action
and the State Action are hereafter referred to collectively as the “Actions.” This Federal Action
would be voluntarily dismissed on January 18, 2012.
14. All defendants in the Actions (“Defendants”) and all plaintiffs in the Actions
(“Plaintiffs,” and, together with Defendants, the “Parties”), through their respective counsel,
engaged in extensive arm’s-length negotiations concerning a possible settlement of the Actions
and Plaintiffs’ demands for further disclosure to SuccessFactors shareholders in connection with
the Tender Offer.
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DECLARATION OF BRIAN C. KERR ISO MOTION FOR FINAL APPROVAL OF CLASS SETTLEMENT
AND AWARD OF ATTORNEYS’ FEES AND EXPENSES