O+Z Oppenheim MEMO ENDORSED ——— | + Zebrak, LLP Matthew I. Fleischman 4530 Wisconsin Avenue, N.W. Fifth Floor Washington, DC 20016 202.480.2044 [email protected] Plaintiffs’ request for leave to file under seal is granted. September 1, 2021 It is SO ORDERED. 1% The Honorable Edgardo Ramos gk (), \oa— Thurgood Marshall U.S. Courthouse Edgardo Ramos, U.S.D.J. 40 Foley Square, Room 619 Dated: _ 99/02/2021 New York, NY 10007 New York, New York Re: Bedford, Freeman & Worth Publishing Group, LLC d/b/a Macmillan Learning et al. vy. Does 1-28 d/b/a alltextbookpro.com et al., S.D.N.Y. Case No. 21-CV-6691-ER

Dear Judge Ramos: We represent Plaintiffs Bedford, Freeman & Worth Publishing Group, LLC d/b/a Macmillan Learning, Cengage Learning, Inc., Elsevier Inc., McGraw Hill LLC, and Pearson Education, Inc. (“Plaintiffs”) in the above-referenced action. In accordance with Standing Order 19-MC-583, Section 6 of the S.D.N.Y. Electronic Case Filing Rules and Instructions, and Section 3(11) of the Court’s Individual Rules & Practices in Civil Cases, Plaintiffs seek leave to file under seal Plaintiffs’ Proposed Preliminary Injunction and the Declaration of Matthew I. Fleischman (“Declaration”) filed in support because Appendix C to the Proposed Preliminary Injunction and Exhibit 2 to the Declaration (collectively, “Sealed Documents”) contain the full financial account numbers associated with certain Defendants’ infringing businesses. Plaintiffs will file the complete Proposed Preliminary Injunction and Declaration on ECF, except for the Sealed Documents, which will be redacted to include only the last four digits of the account numbers. Plaintiffs seek to include the full account numbers in the Sealed Documents to ensure that the Preliminary Injunction, if granted, contains complete information. Plaintiffs also need to be able to provide the full account number to the relevant financial institution when providing notice of the Preliminary Injunction so that the financial institution can locate the account. Plaintiffs’ approach is consistent with Federal Rule of Civil Procedure Rule 5.2(a)(4), which mandates that, unless the Court orders otherwise, financial account numbers should be redacted to contain only the “last four digits of the financial-account number.” Fed. R. Civ. P. 5.2(a)(4).

Page 2 of 2

Based on the above, the continuum that the Court applies, and the balancing of interests, Plaintiffs have overcome the presumption of a public filing. See Lugosch v. Pyramid Co. of Onondaga,

(2d Cir. 2006). Indeed, the only information that will be withheld from the public consists of the Defendants’ financial account numbers. This, by its nature, is private information as to the account holder, and is not the type of information that, if sealed, will impact the judicial process or deprive the public of needed information. See

Plaintiffs are aware that, absent an order granting this sealing request, the Sealed Documents will become public.

Thank you for the Court’s consideration of this request.

Sincerely,

/s/ Matthew I. Fleischman

Matthew I. Fleischman