Case 3:07-cv H-CAB Document 213 Filed 08/04/2009 Page 1 of 41

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1 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 1 of UNITED STATES DISTRICT COURT 8 SOUTHERN DISTRICT OF CALIFORNIA 9 MICHAEL ATLAS and GAIL ATLAS, Case No. 3:07-cv-0088-H-CAB 10 Individually and On Behalf of All Others 11 Similarly Situated, ORDER PRELIMINARILY APPROVING SETTLEMENT AND 12 Plaintiffs PROVIDING FOR NOTICE 13 vs. 1 ACCREDITED HOME LENDERS 15 HOLDING CO.; JAMES KONRATH; JOSEPH J. LYDON; STUART D. MARVIN; 16 JOHN S. BUCHANAN; DAVID E. HERTZEL; and JEFFREY W. CRAWFORD, 17 Defendants cv88

2 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 2 of 1 1 WHEREAS, Lead Plaintiff Arkansas Teacher Retirement System ( Arkansas Teacher ) 2 and plaintiff William F. Kornfeld ( Kornfeld, together with Arkansas Teachers, Plaintiffs ), 3 and Accredited Home Lenders Holding Co. ( Accredited or the Company ), 1 James Konrath ( Konrath ); Joseph J. Lydon ( Lydon ); John S. Buchanan ( Buchanan ); Stuart D. Marvin 5 ( Marvin ); Jeffrey W. Crawford ( Crawford ); Jody A. Gunderson ( Gunderson ); Richard T. 6 Pratt ( Pratt ); Gary M. Erickson ( Erickson ); Bowers W. Espy ( Espy ); and James H. 7 Berglund ( Berglund ) (collectively, the Defendants ), have applied to the Court pursuant to 8 Rule 23(e) of the Federal Rules of Civil Procedure for an order approving the settlement of the 9 above-captioned litigation (the Litigation ) in accordance with the Stipulation of Settlement 10 dated as of June 23, 2009 (the Stipulation ), which, together with the attached exhibits, sets 11 forth the terms and conditions for a proposed settlement of the Litigation (the Settlement ) and 12 for dismissal of the Litigation with prejudice as against all of the Released Persons, upon the 13 terms and conditions set forth therein; and the Court having read and considered the Stipulation 1 and the attached exhibits; 15 NOW, THEREFORE, IT IS HEREBY ORDERED: This order (the Notice Order ) incorporates by reference the definitions in the 17 Stipulation, and all terms used herein shall have the same meanings as set forth in the 18 Stipulation. Any inconsistencies between the Stipulation and the Notice of Pendency and 19 Proposed Settlement of Class Action will be controlled by the language of the Stipulation The Court preliminarily approves the Settlement as being fair, just, reasonable 21 and adequate to the Settlement Class, pending a final hearing on the Settlement. 22 CLASS CERTIFICATION The Court certifies, for settlement purposes only, pursuant to Rules 23(a) and 2 23(b)(3) of the Federal Rules of Civil Procedure, a Settlement Class defined as follows: Accredited filed for bankruptcy protection on May 1, Pursuant to the Stipulation, the Settlement is conditioned on receiving an Order of the Bankruptcy Court ( Bankruptcy Court 27 Approval ) approving, solely to the extent necessary, Accredited s participation in the Settlement, and the use of the proceeds of the Directors and Officers Liability Insurance Policies to fund the Settlement Fund cv88

3 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 3 of 1 1 all persons and entities who purchased or acquired Accredited Securities between November 1, 2005, through March 12, 2007, inclusive, and who were injured 2 thereby. Excluded from the Settlement Class are Accredited, Berglund, 3 Buchanan, Crawford, Erickson, Espy, Gunderson, Konrath, Lydon, Marvin, and Pratt; the officers and directors of Accredited at all relevant times; members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any Defendant has or had a controlling interest, 5 including the REIT. Also excluded from the Settlement Class are those Persons who timely and validly request exclusion from the Settlement Class pursuant to 6 the Notice of Pendency and Proposed Settlement of Class Action. 7. The Court finds, for the purposes of the Settlement only, that the prerequisites for 8 a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure have been 9 satisfied in that: (a) the number of Settlement Class Members is so numerous that joinder of all 10 members thereof is impracticable; (b) there are questions of law and fact common to the 11 Settlement Class; (c) the claims of the Lead Plaintiff are typical of the claims of the Settlement 12 Class it seeks to represent; (d) Lead Plaintiff has fairly and adequately represented the interests 13 of the Settlement Class; (e) the questions of law and fact common to the members of the 1 Settlement Class predominate over any questions affecting only individual members of the 15 Settlement Class; and (f) a class action is superior to other available methods for the fair and 16 efficient adjudication of the controversy Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes 18 of the Settlement only, the Lead Plaintiff is appointed as the Settlement Class Representative and 19 Bernstein Litowitz Berger & Grossmann LLP is appointed as Lead Counsel for the Settlement 20 Class The Court appoints the firm of Garden City Group ( Claims Administrator ) to 22 supervise and administer the notice procedure as well as the processing of claims as more fully 23 set forth below: 2 a. On or before August, 2009, the Claims Administrator shall cause a 25 copy of the Notice of Pendency and Proposed Settlement of Class Action (the Notice ), and the 26 Proof of Claim and Release (the Claim Form ), attached to this Order as Exhibits A-1 and A-2, 27 to be mailed by first-class mail, postage prepaid, to all members of the Settlement Class at the address of each such Person as set forth in the records of Accredited or its transfer agent, or who -2-07cv88

4 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page of 1 1 are identified by further reasonable efforts ( Notice Date ); 2 b. A summary notice ( Summary Notice ), attached to this Order as 3 Exhibit A-3, shall be published once in the national edition of The Investor s Business Daily on or before September, 2009; and 5 c. The Notice, Summary Notice and Claim Form shall also be placed on the 6 Claims Administrator s website, on or before the Notice Date The Court approves the form of Notice and Summary Notice (together, the 8 Notices ) and Claim Form, and finds that the procedures established for publication, mailing 9 and distribution of such Notices substantially in the manner and form set forth in paragraph 6 of 10 this Order meet the requirements of Rule 23 of the Federal Rules of Civil Procedure and due 11 process, and constitute the best notice practicable under the circumstances As soon as practicable, Defendants shall provide the Claims Administrator with 13 shareholder information to the extent available in the records of Accredited or its transfer agent, 1 providing the identity of all record holders of Accredited Securities. To the extent available in 15 Accredited s or its transfer agent s records, this information shall contain the names and 16 addresses of all purchasers of Accredited Securities during the Settlement Class Period, as 17 reflected in Accredited s or its transfer agent s records On or before September 16, 2009, Lead Counsel shall cause to be filed with the 19 Clerk of this Court affidavits or declarations of the person or persons under whose general 20 direction the mailing of the Notice and the publication of the Summary Notice shall have been 21 made, showing that such mailing and publication have been made in accordance with this Order Nominees who purchased or otherwise acquired Accredited Securities for 23 beneficial owners who are Settlement Class Members are directed to: (a) request within fourteen 2 (1) days of receipt of the Notice additional copies of the Notice and the Claim Form from the 25 Claims Administrator for such beneficial owners; or (b) send a list of the names and addresses of 26 such beneficial owners to the Claims Administrator within fourteen (1) days after receipt of the 27 Notice. If a nominee elects to send the Notice to beneficial owners, such nominee is directed to mail the Notice within fourteen (1) days of receipt of the copies of the Notice from the Claims -3-07cv88

5 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 5 of 1 1 Administrator, and upon such mailing, the nominee shall send a statement to the Claims 2 Administrator confirming that the mailing was made as directed, and the nominee shall retain the 3 list of names and addresses for use in connection with any possible future notice to the Settlement Class. Upon full compliance with this Notice Order, including the timely mailing of 5 Notice to beneficial owners, such nominees may seek reimbursement of their reasonable 6 expenses actually incurred in complying with this Notice Order by providing the Claims 7 Administrator with proper documentation supporting the expenses for which reimbursement is 8 sought and reflecting compliance with these instructions, including timely mailing of the Notice, 9 if the nominee elected or elects to do so. Such properly documented expenses incurred by 10 nominees in compliance with the terms of this Notice Order shall be paid from the Settlement 11 Fund. 12 HEARING: RIGHT TO BE HEARD There shall be a hearing on November 2, 2009, at 10:30 a.m. (the Settlement 1 Hearing ) at which time the Court will address the fairness, reasonableness and adequacy of the 15 Settlement, the fairness and reasonableness of the Plan of Allocation, and Lead Counsel s 16 application for attorneys fees and payment of expenses. The Settlement Hearing will be held 17 before the Honorable Marilyn L. Huff at the United States District Court for the Southern 18 District of California, 90 Front Street, San Diego, CA Papers in support of the Settlement, the Plan of Allocation, and Lead Counsel s 20 application for attorneys fees and payment of expenses shall be submitted on or before 21 September 16, Any member of the Settlement Class may appear at the Settlement Hearing and 23 show cause why the proposed Settlement embodied in the Stipulation should or should not be 2 approved as fair, reasonable and adequate, or why the Judgment should or should not be entered 25 thereon, and/or to present opposition to the Plan of Allocation or to the application of Lead 26 Counsel for attorneys fees and payment of litigation expenses. However, no Settlement Class 27 Member or any other Person shall be heard or entitled to contest the approval of the terms and conditions of the Settlement, or, if approved, the Judgment to be entered thereon approving the -- 07cv88

6 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 6 of 1 1 same, or the terms of the Plan of Allocation or the application by Lead Counsel for an award of 2 attorneys fees and payment of litigation expenses unless that Settlement Class Member or 3 Person (i) has served written objections, including the basis therefor, as well as copies of any papers and/or briefs in support of his, her or its position upon the following counsel for receipt 5 on or before October 13, 2009: 6 David R. Stickney Christopher H. McGrath Niki L. Mendoza Paul, Hastings, Janofsky & Walker LLP 7 Bernstein Litowitz Berger & Grossmann LLP 77 Executive Drive, 12th Floor 1281 High Bluff Drive, Suite 300 San Diego, CA San Diego, CA Counsel for Individual Defendants Counsel for Lead Plaintiff 9 10 and (ii) filed said objections, papers and briefs with the Clerk of the United States District Court 11 for the Southern District of California. Any Settlement Class Member who does not make his, 12 her or its objection in the manner provided for herein shall be deemed to have waived such 13 objection and shall forever be foreclosed from making any objection to the fairness or adequacy 1 of the Settlement as incorporated in the Stipulation, to the Plan of Allocation or to the application 15 by Lead Counsel for an award of attorneys fees and payment of litigation expenses unless 16 otherwise ordered by the Court. The manner in which a notice of objection should be prepared, 17 filed and delivered shall be stated in the Notice All reply papers shall be filed with the Court and served on or before 19 October 23, If approved, all Settlement Class Members will be bound by the proposed 21 Settlement provided for in the Stipulation, and by any judgment or determination of the Court 22 affecting Settlement Class Members, regardless of whether or not a Settlement Class Member 23 submits a Claim Form Any member of the Settlement Class may enter an appearance in the Litigation, at 25 their own expense, individually or through counsel of their own choice. If they do not enter an 26 appearance, they will be represented by Lead Counsel The Court reserves the right to adjourn or continue the Settlement Hearing, or any adjournment or continuance thereof, without any further notice to Settlement Class Members and -5-07cv88

7 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 7 of 1 1 to approve the Stipulation with modification and without further notice to Settlement Class 2 Members. The Court retains jurisdiction of this Litigation to consider all further applications 3 arising out of or connected with the proposed Settlement, and as otherwise warranted. CLAIMS PROCESS In order to be entitled to participate in the Settlement, a Settlement Class Member 6 must complete and submit a Claim Form in accordance with the instructions contained therein. 7 To be valid and accepted, Claim Forms submitted in connection with this Settlement must be 8 postmarked on or before November 17, Any Settlement Class Member who does not timely submit a valid Claim Form 10 shall not be entitled to share in the Settlement Fund, unless otherwise ordered by the Court, but 11 nonetheless shall be barred and enjoined from asserting any of the Released Claims and shall be 12 bound by any judgment or determination of the Court affecting the Settlement Class Members. 13 Notwithstanding the foregoing, Lead Counsel shall have the discretion to accept late-submitted 1 claims for processing by the Claims Administrator so long as distribution of the Net Settlement 15 Fund is not materially delayed. 16 REQUEST FOR EXCLUSION FROM THE CLASS Any requests for exclusion must be submitted on or before October 13, Any Person who wishes to be excluded from the Settlement Class must provide (a) the name, 19 address and telephone number of the Person requesting exclusion; (b) the Person s transactions 20 in Accredited Securities during the Settlement Class Period, including the dates, the number of 21 securities purchased or acquired, the date of each purchase, acquisition or sale and the price paid 22 and/or received; and (c) that the Person wishes to be excluded from the Settlement Class. Within 23 seven (7) calendar days of receipt by Lead Counsel or the Claims Administrator of any request 2 for exclusion and in no event later than fourteen (1) calendar days before the Settlement 25 Hearing, copies of all such requests for exclusion shall be provided to counsel for Defendants. 26 All Persons who submit valid and timely requests for exclusion in the manner set forth in this 27 paragraph shall have no rights under the Stipulation, shall not share in the distribution of the Net Settlement Fund, and shall not be bound by the Stipulation or any final judgment cv88

8 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 8 of Released Persons shall have no responsibility or liability whatsoever with respect 2 to the Plan of Allocation or Lead Counsel s application for an award of attorneys fees and 3 payment of litigation expenses. The Plan of Allocation and Lead Counsel s application for an award of attorneys fees and payment of litigation expenses will be considered separately from 5 the fairness, reasonableness and adequacy of the Settlement. At or after the Settlement Hearing, 6 the Court will determine whether Lead Counsel s proposed Plan of Allocation should be 7 approved, and the amount of attorneys fees and litigation expenses to be awarded to Lead 8 Counsel. Any appeal from any orders relating to the Plan of Allocation or Lead Counsel s 9 application for an award of attorneys fees and litigation expenses, or reversal or modification 10 thereof, shall not operate to terminate or cancel the Settlement, or affect or delay the finality of 11 the Judgment approving the Settlement and the settlement of the Litigation set forth therein Only Settlement Class Members and Lead Counsel shall have any right to any 13 portion of, or any rights in the distribution of, the Settlement Fund unless otherwise ordered by 1 the Court or otherwise provided in the Stipulation All funds held by the Escrow Agent shall be deemed and considered to be in 16 custodia legis and shall remain subject to the jurisdiction of the Court until such time as such 17 funds shall be distributed pursuant to the Stipulation and/or further order of the Court As set forth in the Stipulation, immediately after payment of the Settlement Fund 19 to the Escrow Agent, and without further order of the Court, Lead Counsel may direct payment 20 from the Escrow Account for the actual costs incurred in connection with providing notice to the 21 Settlement Class, locating Settlement Class Members, soliciting claims, assisting with the filing 22 of claims, administering and distributing the Settlement Fund to Authorized Claimants, 23 processing Proof of Claim and Release forms, and paying taxes, escrow fees and costs, if any. In 2 the event the Court does not approve the Settlement, or it otherwise fails to become effective, 25 neither Lead Plaintiff nor Lead Counsel shall have any obligation to repay any amounts actually 26 and properly incurred or disbursed for such purposes Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, nor any act performed nor document executed -7-07cv88

9 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 9 of 1 1 pursuant to or in furtherance of it (a) is or may be deemed to be or may be used as an admission 2 of, or evidence of, the validity of any Released Claim, or of any wrongdoing, fault, or liability of 3 the Parties or the Released Persons; or (b) is or may be deemed to be or may be used as an admission of, or evidence of, any wrongdoing, fault, or liability of any of the Parties or the 5 Released Persons in any civil, criminal or administrative proceeding in any court, administrative 6 agency or other tribunal There shall be no distribution of any of the Net Settlement Fund to any Settlement 8 Class Member until a plan of allocation is finally approved and is affirmed on appeal or 9 certiorari or is no longer subject to review by appeal or certiorari and the time for any petition 10 for rehearing, appeal, or review, whether by certiorari or otherwise, has expired. 11 IT IS SO ORDERED. 12 DATED: August, 2009 ANN L. HUFF 13 UNITED STATES DISTRICT COURT JUDGE cv88

10 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 10 of UNITED STATES DISTRICT COURT 8 SOUTHERN DISTRICT OF CALIFORNIA 9 MICHAEL ATLAS and GAIL ATLAS, Case No. 3:07-cv-0088-H-CAB 10 Individually and On Behalf of All Others 11 Similarly Situated, NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS 12 Plaintiffs, EXHIBIT A-1 13 vs. 1 ACCREDITED HOME LENDERS 15 HOLDING CO.; JAMES KONRATH; JOSEPH J. LYDON; STUART D. MARVIN; 16 JOHN S. BUCHANAN; DAVID E. HERTZEL; and JEFFREY W. CRAWFORD, 17 Defendants cv88

11 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 11 of 1 UNITED STATES DISTRICT COURT 1 SOUTHERN DISTRICT OF CALIFORNIA 2 Atlas vs. Accredited Home Lenders Holding Co. 3 Case No. 3:07-cv-0088-H-CAB NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION 5 A federal court authorized this notice. This is not a solicitation from a lawyer. 6 NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights may be 7 affected by a class action lawsuit pending in the United States District Court for the Southern District of California, Case No (the Litigation ), if, during the period from November 1, , through and including March 12, 2007, you purchased or acquired Accredited Home Lenders Holding Co. ( Accredited ) Securities and were damaged thereby. 1 9 NOTICE OF SETTLEMENT: Please be advised that the Court-appointed Lead Plaintiff Arkansas 10 Teacher Retirement System ( Lead Plaintiff ) and plaintiff William F. Kornfeld ( Kornfeld ) (together with Lead Plaintiff, Plaintiffs ), on behalf of the Settlement Class (as defined in paragraph 1 below), 11 have reached a proposed settlement of the Litigation with Defendants Accredited, James Konrath, Joseph J. Lydon, John S. Buchanan, Stuart D. Marvin, Jeffrey W. Crawford, Jody A. Gunderson, Richard T. 12 Pratt, Gary M. Erickson, Bowers W. Espy, and James H. Berglund (the Individual Defendants, 13 collectively with Accredited, Defendants ), for a total of $22 million in cash that will resolve all claims in the Litigation. 1 This Notice explains important rights and options you may have, and the deadlines for exercising 15 them, including the possible receipt of cash from the Settlement. Your legal rights will be affected whether or not you act. Please read this Notice carefully! 16 The Court in charge of this case still has to decide whether to approve the settlement. Payments will be 17 made if the Court approves the settlement and after potential appeals are resolved. Please be patient Description of the Litigation and Settlement Class: The Litigation alleges that investors purchased or acquired the common stock or preferred shares of Accredited ( Accredited Securities ) at 19 allegedly artificially inflated prices as a result of Defendants dissemination of allegedly materially false and misleading statements. The proposed settlement, if approved by the Court, will resolve all claims and 20 potential claims of Settlement Class Members against the Defendants and the other Related Parties in the Litigation by all persons and entities who purchased or acquired Accredited Securities between November 21 1, 2005, and March 12, 2007, inclusive (the Settlement Class Period ), and who were damaged thereby (the Settlement Class ), except for certain persons and entities who are excluded from the Settlement 22 Class (see paragraph 6 below entitled Are there exceptions to being included in the Settlement Class? ) Statement of Settlement Class s Recovery: Subject to Court approval, and as described more 2 fully in paragraphs 8-9 below, Plaintiffs on behalf of the Settlement Class, have agreed to settle all claims that were asserted in the Complaint or could have been asserted in any forum that arise out of or are based 25 upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint and that relate to the purchase or acquisition of Accredited Securities 26 1 All capitalized terms not otherwise defined in this document shall have the meaning provided in the Stipulation of 27 Settlement dated as of June 23, 2009 ( Stipulation ). 1

12 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 12 of 1 during the Settlement Class Period, in exchange for a settlement payment of $22,000,000 in cash (the 1 Settlement Amount ) to be deposited into an interest-bearing escrow account (the Settlement Fund ). The Net Settlement Fund (the Settlement Fund less taxes, notice and administration costs and attorney 2 fees and expenses) will be distributed in accordance with a Plan of Allocation that is described herein subject to Court approval that will determine how the Net Settlement Fund shall be allocated to members 3 of the Settlement Class. 3. Statement of Average Amount of Recovery Per Share: 5 The Settlement Fund consists of twenty-two million dollars ($22,000,000) plus interest earned. Your recovery will depend on the number and type of Accredited Securities you purchased or acquired, and the 6 timing of those transactions. It will also depend on the number of valid claim forms that members of the Settlement Class submit and the amount of such claims. Assuming that all of the investors who 7 purchased or acquired Accredited Securities during the Settlement Class Period and suffered damages participate in this settlement, Lead Counsel estimates that the estimated average distribution will be 8 approximately: $0.3 per share of Accredited common stock; and $0.2 per preferred share before the 9 deduction of court-approved fees and expenses as described in Questions 8 and 17 below and the cost of notice and claims administration. Historically, less than all eligible investors submit claims, resulting in 10 higher average distributions per share. 11 Defendants disagree with Plaintiffs on the potential liability of Defendants and on the average amount of damages per share, if any, that would be recoverable if Plaintiffs were to prevail on each claim alleged. 12 Defendants deny that they are liable in any respect or that Plaintiffs or other Settlement Class Members suffered any injury. The issues on which the parties disagree include, but are not limited to: (1) whether 13 the statements made or facts allegedly omitted were material, false, misleading, or whether the Defendants are otherwise liable under the securities laws for those statements or omissions; (2) the 1 amount by which the prices of Accredited Securities were allegedly artificially inflated (if at all) during the Settlement Class Period; and (3) the effect of various market forces influencing the trading prices of 15 Accredited Securities at various times during the Settlement Class Period. 16. Statement of Attorneys Fees and Expenses: 17 Lead Counsel Bernstein Litowitz Berger & Grossmann LLP will apply to the Court for an award of 18 attorneys fees in an amount not to exceed 25% of the Settlement Fund net of Court-approved expenses. In addition, Lead Counsel will apply for the reimbursement of litigation expenses paid or incurred in 19 connection with the prosecution and resolution of the claims in this Litigation, in an amount not to exceed $750,000. If the Court approves Lead Counsel s fee and expense application, the average cost per share 20 of common stock will be approximately $0.01, and the average cost per share of preferred stock will be approximately $0.01. These litigation expenses, if approved, will come out of the Settlement Fund. 21 Settlement Class Members are not personally liable for any such fees or expenses. To date, Lead Counsel 22 has not received any payment for its services in conducting the Litigation nor has counsel been paid for their expenses incurred. Plaintiff Kornfeld also intends to apply to the Court for an award of a service 23 award not to exceed $5, Identification of Attorney Representatives: 25 Lead Plaintiff and the Settlement Class are being represented by David R. Stickney, Esq. and Niki L. Mendoza, Esq. of Bernstein Litowitz Berger & Grossmann LLP. Any questions regarding the settlement 26 should be directed to Mr. Stickney or Mrs. Mendoza at Bernstein Litowitz Berger & Grossmann LLP, 1281 High Bluff Drive, Suite 300, San Diego, CA 92130, (888) , blbg@blbglaw.com. For 27 2

13 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 13 of 1 further information regarding the Notice and the settlement, you may also contact the Claims 1 Administrator at Atlas v. Accredited Home Lenders Holding Co. Securities Litigation, c/o The Garden City Group, Inc., P.O. Box 9397, Dublin, OH or or 2 call toll free. 3 Statement of Rights, Options and Deadlines: YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT I 5 SUBMIT A CLAIM The only way to get a payment. FORM BY NOVEMBER 6 17, EXCLUDE YOURSELF Get no payment. This is the only option that allows you to ever be BY OCTOBER 13, 2009 part of any other lawsuit about the legal claims in this case. 8 OBJECT BY OCTOBER Write to the Court about why you do not like the settlement, the 9 13, 2009 Plan of Allocation, or counsel s request for attorneys fees and expenses. 10 GO TO A HEARING ON Ask to speak in Court concerning the fairness of the settlement. 11 NOVEMBER 2, 2009 AT 10:30 A.M. 12 DO NOTHING BUT If you do nothing, you will remain a Settlement Class Member, REMAIN A and therefore give up rights, but you will get no payment. 13 SETTLEMENT CLASS MEMBER 1 15 [END OF COVER PAGE] 16 BASIC INFORMATION Why did I get this notice package? 18 You or someone in your family may have purchased or acquired Accredited Securities during the Settlement Class Period. 19 The Court directed that you be sent this Notice because you have a right to know about the pendency, 20 and a proposed settlement, of a class action lawsuit, and about all of your options, before the Court decides whether to approve the settlement. If the Court approves it and after objections and appeals (if 21 there are any) are resolved, an administrator appointed by the Court will make the payments that the settlement allows This package explains the lawsuit, the settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. 2 The Court in charge of the case is the United States District Court for the Southern District of California, 25 and the case is known as Atlas v. Accredited Home Lenders Holding Co., Case No H-CAB. The plaintiffs representing the Settlement Class are Lead Plaintiff and Kornfeld. The defendants are 26 Accredited and the Individual Defendants. 27 3

14 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 1 of What is this lawsuit about? This case was brought as a class action alleging that Defendants made false and misleading statements and omissions in violation of 10(b), 1(a), and 20(a) of the Securities Exchange Act of 193 ( Exchange Act ) and 11, 12(a)(2) and 15 of the Securities Act of 1933 ( Securities Act ). On and after March 16, 2007, plaintiffs initiated this Litigation by filing several securities class actions in the United States District Court for the Southern District of California (the Court ). On June 25, 2007, 5 the Court entered an Order consolidating the related cases under Case No. 07-CV-088-H, appointing Arkansas Teacher as Lead Plaintiff, and approving Lead Plaintiff s selection of Bernstein Litowitz Berger 6 & Grossmann LLP ( Lead Counsel ) as Lead Counsel. 7 On August 2, 2007, Plaintiffs filed the Corrected Consolidated Class Action Complaint For Violations Of The Federal Securities Laws ( Complaint ) alleging violations of 10(b), 20(a) and 1(a) of the 8 Exchange Act and 11, 12(a)(2) and 15 of the Securities Act against certain Defendants and Accredited Mortgage Loan REIT Trust (the REIT ). On November 2, 2007, and November 6, 2007, respectively, 9 Defendants moved to dismiss the Complaint, and for judicial notice in support of their motions to dismiss. On December 1, 2007, Plaintiffs filed a response to the motions to dismiss, an opposition to the request 10 for judicial notice, and a motion to strike certain documents referenced in Defendants motions to dismiss. Defendants filed reply briefs in support of their respective motions to dismiss on December, On January, 2008, the Court entered an Order (1) Denying Accredited s Motion To Dismiss; (2) 12 Granting In Part With Leave To Amend Accredited Mortgage Loan REIT Trust s And The Individual Defendants Motions To Dismiss; and (3) Denying Plaintiff s Motion To Strike ( MTD Order ). On 13 January 30, 2008, Lead Plaintiff notified the Court that Plaintiffs would not be amending the Complaint 1 but would proceed under the Complaint in accordance with the Court s MTD Order. On March 1, 2008, Defendants answered the Complaint. 15 The Court held an Early Neutral Evaluation Conference on April 30, The Parties thereafter 16 conducted a conference pursuant to Federal Rules of Civil Procedure 26(f) and filed a Report of Rule 26(f) Planning Meeting on June 9, The MTD Order lifted the automatic stay of discovery that 17 applies to securities actions pursuant to the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995 ( PSLRA ). The completion of the Early Neutral Evaluation Conference lifted the 18 stay pursuant to Local Rule 16. On May 27, 2008, Lead Plaintiff served its First Request For Production Of Documents To All Defendants, and on June, 2008, noticed a deposition of Accredited pursuant to 19 Fed. R. Civ. P. 30(b)(6) related to its computer systems. Additional party and non-party discovery followed. 20 The Court held a Case Management Conference on July 1, The Court thereafter issued a Case 21 Management Conference Order Regulating Discovery And Other Pretrial Proceedings setting forth certain discovery deadlines, including a discovery cut-off of July 6, 2009; certain deadlines for pretrial 22 disclosures and pretrial motions; a deadline for amending the pleadings; a deadline for briefing, and a hearing date, for Plaintiffs motion for class certification; and setting a final pretrial conference for 23 October 5, On July 2, 2008, August, 2008, August 11, 2008, and November 20, 2008, Lead Plaintiff filed motions 25 to compel production of documents by Accredited and third-party Grant Thornton LLP. On August 11, 2008, third-party Grant Thornton LLP filed a motion for protective order. On December 12, 2008, and 26 December 23, 2008, Defendants filed motion to compel production of documents and responses to certain interrogatories. The Court held Discovery Hearings on August 22, 2008, September 5, 2008, December 27

15 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 15 of 1 23, 2008, January 9, 2009, January, 2009, February 27, 2009, March 9, 2009, March 17, 2009, April 1 10, The Court entered a Proposed Protective Order on August 26, On February 9, 2009, the Court issued a Revised Order Regulating Discovery And Other Pretrial Proceedings, resetting certain deadlines, but maintaining the final pretrial conference previously set for 3 October 5, On February 20, 2009, Plaintiffs filed their motion for class certification, to which Defendants filed oppositions on April 10, On April 16, 2009, following extensive settlement discussions overseen by the Mediator, the Honorable Layn Phillips (Ret.), including in-person mediation sessions on March 13, 2009, and April 15, 2009, the 6 Parties notified the Court that a settlement had been reached. In advance of the mediation sessions, the Parties prepared detailed mediation statements. In their mediation statements and at the mediation 7 sessions, the Parties presented their respective views regarding the merits of the Litigation as well as their views concerning available defenses, potential sources of recovery, the evidence and damage analyses. 8 Pursuant to the Court s April 16, 2009 order and to enable the parties and the Court to focus on documenting and submitting the settlement for the Court s consideration, on April 21, 2009, the Parties 9 submitted a joint motion to vacate the class certification hearing and the prior scheduling orders, and to adopt a proposed schedule of settlement procedures. By Order dated April 27, 2009, the Court granted 10 the Parties joint motion, vacating the briefing schedule and hearing on Plaintiff s class certification motion, vacating the Court s prior scheduling orders, and issued a scheduling order for submission and 11 consideration of approval of the settlement. 12 On May 1, 2009, Accredited filed a Voluntary Chapter 11 Bankruptcy Petition in the United States Bankruptcy Court, District of Delaware. The settlement is conditioned on receiving an Order of the 13 Bankruptcy Court approving, solely to the extent necessary, Accredited s participation in the settlement, 1 and the use of the proceeds of the Directors and Officers Liability Insurance Policies to fund the Settlement Fund Why is this Litigation a class action? 16 In a class action, one or more people called class representatives (in this case the Lead Plaintiff) sue on 17 behalf of people who have similar claims. All of these people and/or entities are a class or members of the class. One court resolves the issues for all members of the class, except for those who exclude 18 themselves from the class. United States District Judge Marilyn L. Huff is in charge of this class action. 19. Why is there a settlement? 20 The Court did not decide in favor of Plaintiffs or Defendants. Instead, the lawyers for both sides of the lawsuit have negotiated a settlement, with the assistance of a highly respected mediator, Layn Phillips, 21 that they believe is in the best interests of their respective clients. The settlement allows both sides to avoid the risks and cost of lengthy and uncertain litigation and the uncertainty of a trial and appeals, and 22 permits Settlement Class Members to be compensated without further delay. Plaintiffs and their attorneys believe that the settlement is in the best interest of all Settlement Class Members WHO IS IN THE SETTLEMENT To see if you may get money from this settlement, you first have to decide if you are a Settlement Class Member. 5. How do I know if I am part of the settlement? 5

16 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 16 of 1 The Settlement Class includes all persons and entities who purchased or acquired Accredited Securities 1 between November 1, 2005, through March 12, 2007, inclusive, and who were injured thereby Are there exceptions to being included in the Settlement Class? 3 Yes. Excluded from the Settlement Class are Defendants; the officers and directors of Accredited at all relevant times; members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any Defendant has or had a controlling interest, including the REIT. Also 5 excluded from the Settlement Class are those Persons who timely and validly request exclusion from the Settlement Class as explained in this Notice I m still not sure if I am included. 7 If you still are not sure whether you are included, you can ask for free help. You can call or visit www. AccreditedSecuritiesLitigation.com for more information or you can call David Stickney or Niki Mendoza at , or you can fill out and return the claim form described in Question 10 9 to see if you qualify. 10 THE SETTLEMENT BENEFITS What does the settlement provide? 12 The Settlement Fund consists of twenty-two million dollars ($22,000,000). These funds will be distributed to eligible members of the Settlement Class who send in valid and timely claim forms 13 ( Claimants ), after payment of Lead Counsel s Court-approved legal fees and expenses and Plaintiffs 1 expenses, and the taxes, expenses and the costs of claims administration, including the costs of printing and mailing this Notice and the cost of publishing newspaper notice (the Net Settlement Fund ) How much will my payment be? 16 Your share of the fund will depend on the number of Accredited Securities represented by valid claim 17 forms that members of the Settlement Class send in and the amount of those claims, how many Accredited Securities you held, what type of Accredited Securities you bought, and when you bought and 18 sold them. A claim will be calculated as follows: 19 The Net Settlement Fund will be distributed to Claimants under the Plan of Allocation (the Plan ) described below. The Plan provides that Claimants will be eligible to participate in the distribution of the 20 Net Settlement Fund only if Claimants have a net market loss on all transactions in Accredited Securities during the Settlement Class Period. 21 To the extent there are sufficient funds in the Net Settlement Fund, each Claimant will receive an amount 22 equal to the Claimant s Recognized Loss, as defined below. If, however, (and as is more likely) the amount in the Net Settlement Fund is not sufficient to permit payment of the total Recognized Loss of 23 each Claimant, then each Claimant shall be paid the percentage of the Net Settlement Fund that each 2 Claimant s claim bears to the total of the Recognized Losses of all Claimants ( i.e, the Claimant s pro rata share). Payment in this manner shall be deemed conclusive against all Claimants. 25 For purposes of determining the amount a Claimant may recover under the Plan, Lead Counsel conferred 26 with its damages consultant and the Plan reflects an assessment of the damages that they believe could have been recovered had Plaintiffs prevailed at trial. 27 6

17 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 17 of 1 Defendants do not agree with the characterization that any damages were suffered by Plaintiffs or the 1 Settlement Class. 2 The Plan, subject to Court approval or modification without further notice, is as follows: 3 I. GENERAL PROVISIONS A. Definitions: 1. The defined terms used herein (e.g., Accredited ), have the meanings given to 5 them in this Notice. 2. The term market loss means the amount by which the actual purchase or 6 acquisition price of that security is greater than the actual sale price of that security The term market profit means the amount by which the actual purchase or acquisition price of that security is less than the actual sale price of that security. 8. The term net market loss means any market loss that occurs from the trading of Accredited Securities during the Settlement Class Period after deducting any 9 profits made from the trading of other Accredited Securities during the Settlement Class Period The term Recognized Loss, as used herein, is not market loss. Rather, it is a calculation to arrive at a loss figure for purposes of calculating an Authorized 11 Claimant s pro rata participation in the Net Settlement Fund as described below. 6. The term Recognized Gain, as used herein, is not market gain. Rather, it is a 12 calculation to arrive at a gain figure for purposes of calculating an Authorized Claimant s pro rata participation in the Net Settlement Fund as described below The term disclosure days means those days during the Settlement Class Period when Accredited first issued allegedly false statements concerning certain of the factual allegations in the Complaint. These dates include: November 1, 2005, 15 December 19, 2005 and March 6, The term corrective disclosure days means those days during the Settlement 16 Class Period on which Plaintiffs claim the change in price of Accredited Securities was attributable to corrections regarding the allegedly fraudulent 17 misstatements being disseminated into the market. These dates include: August 9, 2006, August 11, 2006, October 19, 2006, March 5, 2007, March 12, 2007 and 18 March 13, B. To Receive a Distribution from the Net Settlement Fund, a Settlement Class Member 19 MUST: 1. Establish membership in the Settlement Class; Have purchased or otherwise acquired one of the Accredited Securities listed in C, below; 3. Complete and sign a Proof of Claim form and supply all required documentation;. Submit the completed claim form and documentation to the Claims Administrator on or before November 17, 2009; and 5. Have incurred a Recognized Loss and otherwise be deemed an Authorized Claimant. 2 C. Persons Who Purchased or Otherwise Acquired Any of the Following Accredited Securities During the Settlement Class Period May be Eligible for Participation in the 25 Distribution: 1. Accredited common stock, including but not limited to those shares acquired 26 pursuant to a Registration Statement and Prospectus for the merger between Accredited and Aames; and/or 27 7

18 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 18 of 1 2. Accredited Mortgage Loan REIT Trust s 9.75% Series A Perpetual Cumulative 1 Preferred Shares ( preferred stock or preferred shares ). D. Each Proof of Claim Form Must Separately Set Forth: 2 1. The claimant s opening securities position in Accredited common stock and/or preferred stock as of the close of trading on October 31, 2005, the day before the 3 first day of the Settlement Class Period; 2. Each transaction, i.e., purchase, acquisition, or sale, made during the Settlement Class Period (and continuing through June 8, 2007) in any Accredited Security, 5 including the number of Accredited Securities acquired in exchange for securities of Aames Investment Corporation; and 6 3. Each claimant s ending securities position in Accredited common stock and/or preferred stock as of the close of trading on June 8, 2007, 90 days after the last 7 day of the Settlement Class Period. II. FACTORS CONSIDERED IN DEVELOPING THE PLAN OF ALLOCATION 8 A. The Recognized Loss for a claimant s transactions will be calculated by the Claims Administrator in consultation with Lead Counsel in accordance with the provisions of 9 this Plan of Allocation. Factors considered in developing the Plan of Allocation include, among others: The volume of publicly traded Accredited Securities purchased, acquired or sold during the Settlement Class Period; The time period in which an Accredited Security was purchased or acquired; 3. Whether the security was held until after the end of the Settlement Class Period 12 (March 12, 2007) or whether it was sold during the Settlement Class Period and, if so, when it was sold; The alleged artificial inflation in the price of Accredited Securities at different times during the Settlement Class Period attributable to defendants false statements as alleged in this case (alleged artificial inflation ) as calculated by 15 Lead Plaintiff s consultant. Based on the opinions of its damages consultant, Lead Counsel assumed, for purposes of determining the Recognized Loss, that 16 there were varied amounts of alleged artificial inflation in prices of Accredited Securities for the entire Settlement Class Period, based on the assumption that 17 Lead Plaintiff could adequately allege and prove liability for that entire period. 5. The type of security involved (common stock or preferred stock). 18 III. CALCULATION OF RECOGNIZED LOSS OR GAIN FOR CLAIMS GENERALLY A Recognized Loss or Gain will be calculated for each purchase or acquisition of Accredited 19 Securities that occurred during the Settlement Class Period, listed in the claim form, and for which adequate documentation is provided. 20 A. Computation of Artificial Inflation for Accredited Securities For purposes of developing the Plan of Allocation, Lead Plaintiff s consultant calculated the 21 amount of alleged artificial inflation in the daily closing market prices for Accredited Securities for each day of the Settlement Class Period. In computing alleged artificial inflation, Lead Plaintiff s consultant 22 considered price changes of Accredited Securities in reaction to certain public announcements regarding Accredited, and adjusted the price changes in Accredited Securities for changes that were attributable to 23 market forces unrelated to the alleged fraud. 2 The alleged artificial inflation for Accredited common stock and preferred stock is set forth in Tables A and B, respectively, attached to this Notice. 25 B. Use of FIFO Methodology for Computation of Recognized Losses for Settlement Class Members Who Made Multiple Transactions In Accredited Securities During the 26 Settlement Class Period For Settlement Class Members who made multiple purchases, acquisitions or sales of Accredited 27 Securities during the Settlement Class Period, the earliest subsequent sale of the same type of security 8

19 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 19 of 1 shall be matched first against those securities in the claimant s opening position on the first day of the 1 Settlement Class Period, and then matched chronologically thereafter against each purchase or acquisition of that same type of security made during the Settlement Class Period. Purchases, acquisitions and sales 2 of Accredited Securities shall be deemed to have occurred on the trade date as opposed to the settlement date. 3 C. No Recognized Losses For Certain Purchases and Sales Purchases or acquisitions of Accredited Securities that are matched to sales prior to the first corrective disclosure day (i.e., August 9, 2006) will have a Recognized Loss of zero. This is because any 5 losses prior to the first corrective disclosure were not allegedly caused by that disclosure, but rather allegedly by other market forces, and the alleged artificial inflation amount remained constant or was 6 increasing during this time period. Similarly, individuals who purchased and sold Accredited Securities solely during a subsequent period in which the amount of alleged artificial inflation remained constant 7 (i.e., individuals who purchased and sold the same amount of Accredited Securities during the period August 11, 2006, through October 18, 2006), will also have a Recognized Loss of zero. 8 There is no Recognized Loss attributable to short sales. D. Acquisition by Gift, Inheritance or Operation of Law 9 If a Class Member acquired Accredited Securities during the Settlement Class Period by way of gift, inheritance or operation of law ( gift acquisition ) (except those shares exchanged by reason of the 10 merger of Aames Investment Corporation with Accredited), such a claim will be computed by using the date and price of the original purchase and not the date and price of transfer. To the extent those 11 Accredited Securities were originally purchased prior to commencement of the Settlement Class Period, the Recognized Loss for that acquisition shall be zero. 12 E. Employee Stock Options For Settlement Class Members who acquired Accredited Securities by exercising employee stock 13 1 options granted to him or her by Accredited, the purchase price shall be the exercise price or strike price that the Settlement Class Member actually paid. F. Payments Less Than $ A payment to any Settlement Class Member that would amount to less than $10.00 in total will not be included in the calculation of the Net Settlement Fund, and no payment to these Settlement Class 16 Members will be distributed. IV. CALCULATION OF RECOGNIZED LOSS AND GAIN 17 A. Recognized Loss 1. For shares of Accredited Securities held as of the close of trading on October 31, , the day before the beginning of the Settlement Class Period, the Recognized Loss is zero Shares of Accredited Securities purchased or acquired (including share exchange acquisitions) from November 1, 2005, through March 12, 2007: 20 (a) and that were still held at the close of trading on March 12, 2007: For each share of Accredited Securities that was purchased or acquired during the Settlement Class Period and was still held at the close of trading on March 12, 2007, the Recognized Loss per share (which is limited to be non-negative) is the lesser of: (a) the alleged artificial inflation amount indicated in the relevant Table A or B, for the date such share was purchased or acquired; or (b) the purchase price or acquisition price per share (including commissions and other charges) 2 less the rolling average closing price during the 90 days after the end of the Settlement Class Period as indicated in Table C for the date such share was sold, 25 or June 8, 2007, if still held on June 8, (b) and that were sold during the Settlement Class Period: For each share of 26 Accredited Securities that was purchased or acquired during the Settlement Class Period, and that was sold during the Settlement Class Period, the Recognized 27 Loss per share (which is limited to be non-negative) is the lesser of: (a) the 9

20 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 20 of 1 amount by which the alleged artificial inflation per share on the date of purchase 1 or acquisition exceeds the alleged artificial inflation per share on the date of sale, as set forth in the relevant Table A or B; or (b) the purchase price less the sales 2 price. B. Recognized Gain 3 1. Shares of Accredited Securities held as of the close of trading on October 31, 2005, the day before the beginning of the Settlement Class Period: (a) and that were still held at the close of trading on March 12, 2007: For 5 each share of Accredited Securities that was held as of the close of trading on October 31, 2005 and was still held at the close of trading on March 12, 2007, the 6 Recognized Gain per share is zero. (b) and that were sold during the Settlement Class Period: For each share of 7 Accredited Securities that was held as of the close of trading on October 31, 2005, and that was sold during the Settlement Class Period, the Recognized Gain 8 per share is the alleged artificial inflation per share on the date of sale, as set forth in the relevant Table A or B Shares of Accredited Securities purchased or acquired (including share exchange acquisitions) from November 1, 2005 through March 12, 2007: 10 (a) and that were still held at the close of trading on March 12, 2007: For each share of Accredited securities that was purchased or acquired during the 11 Settlement Class Period and was still held at the close of trading on March 12, 2007, the Recognized Gain per share is zero. 12 (b) and that were sold during the Settlement Class Period: For each share of Accredited Securities that was purchased or acquired during the Settlement Class 13 1 Period, and that was sold during the Settlement Class Period, the Recognized Gain per share (which is limited to be non-negative) is the amount by which the alleged artificial inflation per share on the date of sale exceeds the alleged 15 artificial inflation per share on the date of purchase or acquisition, as set forth in the relevant Table A or B. 16 C. Special Factors Related to the Acquisition of Accredited Common Stock from the Accredited/Aames Merger: Shares of Accredited common stock acquired during the Settlement Class Period in connection with the Accredited/Aames merger will have a Recognized Loss 18 and/or Gain based upon the criteria referred to in Sections IV(A) and IV(B), except: Shares of Accredited common stock acquired in connection with the Accredited/Aames merger will be deemed to have been acquired on October 1, at a price of $35.9 per share. V. COMPUTATION OF NET RECOGNIZED LOSS FOR EACH SETTLEMENT CLASS 21 MEMBER Recognized Loss or Gain with respect to a purchase or acquisition of an Accredited Security (e.g., 22 common stock or preferred stock), is calculated by multiplying the number of shares of each such security by the appropriate Recognized Loss or Gain for a single share of that security, as described in Section IV. 23 The Net Recognized Loss for each Settlement Class Member is calculated by (1) adding the 2 Recognized Losses for each Accredited Security purchased or acquired by the Settlement Class Member during the Settlement Class Period (i.e., adding all Recognized Losses for common stock and/or preferred 25 stock); and (2) subtracting any Recognized Gains for each Accredited Security held or sold by the Settlement Class Member during the Settlement Class Period (i.e., subtracting all Recognized Gains for 26 common stock and/or preferred stock)

21 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 21 of 1 NOTE: ALL MARKET PROFITS SHALL BE SUBTRACTED FROM ALL MARKET 1 LOSSES ON ALL TRANSACTIONS IN ACCREDITED DURING THE SETTLEMENT CLASS PERIOD TO DETERMINE THE NET MARKET LOSS OF EACH SETTLEMENT CLASS MEMBER. 2 For purposes of determining whether a Claimant had a market profit or suffered a market loss from his, her or its overall transactions in any Accredited Security during the Settlement Class Period, the 3 Claims Administrator shall: (i) total the amount paid (including commissions and other charges) for all Accredited Securities purchased during the Settlement Class Period by the Claimant (the Total Purchase Amount ); (ii) match any sales of each respective Accredited Security during the Settlement Class Period 5 first against the Claimant s opening position in each respective Accredited Security (the proceeds of those sales will not be considered for purposes of calculating gains or losses); (iii) total the amount received 6 (net of commissions, etc.) for sales of the remaining Accredited Security sold during the Settlement Class Period (the Sales Proceeds ); and (iv) assign the holding price indicated in Table C for each security (the 7 closing price of each Accredited Security on March 13, 2007) for the number of Accredited Securities purchased during the Settlement Class Period and still held at the end of the Settlement Class Period 8 ( Holding Value ). The Total Purchase Amount (i) less the Sales Proceeds (ii) and less the Holding Value (iii) will be deemed a Claimant s market profit or market loss (a profit occurs if a negative number 9 is calculated) on his, her or its overall transactions in each Accredited Security during the Settlement Class Period. 10 IF, DURING THE SETTLEMENT CLASS PERIOD, A SETTLEMENT CLASS MEMBER MADE A NET MARKET PROFIT IN HIS, HER OR ITS TRANSACTIONS IN ACCREDITED 11 SECURITIES, THE AMOUNT OF THE SETTLEMENT CLASS MEMBER S RECOGNIZED LOSS SHALL BE ZERO. 12 IF, DURING THE SETTLEMENT CLASS PERIOD, A SETTLEMENT CLASS MEMBER HAS A NET MARKET LOSS IN HIS, HER OR ITS TRADING IN ACCREDITED SECURITIES 13 THAT IS LESS THAN HIS, HER OR ITS RECOGNIZED LOSS, THE SETTLEMENT CLASS 1 MEMBER S CLAIM SHALL BE LIMITED TO THE SETTLEMENT CLASS MEMBER S NET MARKET LOSS. 15 VI. DISTRIBUTION OF THE NET SETTLEMENT FUND 16 Net Recognized Loss will be used for calculating the relative amount of participation by authorized 17 claimants in the Net Settlement Fund and does not reflect the actual amount an authorized claimant can expect to recover from the Net Settlement Fund. The Net Recognized Losses of all Authorized Claimants 18 may be greater than the Net Settlement Fund. In such event, subject to the $10.00 minimum payment requirement discussed above, each Authorized Claimant shall receive his, her or its pro rata share of the 19 Net Settlement Fund, which shall be his, her or its Net Recognized Loss divided by the total of all Net Recognized Losses to be paid, multiplied by the total amount in the Net Settlement Fund. 20 Although short sales will have no Recognized Loss under the Plan of Allocation, any Recognized Gain 21 attributable to such short sales will be used to offset Recognized Losses from other transactions. Furthermore, market gains or losses attributable to short sales will be calculated as part of the market gain 22 or loss calculation. 23 Accredited Securities acquired by means of a gift, inheritance, or operation of law shall only be 2 considered if the shares in question were purchased during the Settlement Class Period by the donor, decedent, or transferor, and the donor, someone on behalf of the decedent, or transferor does not submit a 25 Claim Form with respect to the shares. In such instances, if possible, the recipient must provide documentation of the original purchase in addition to the transfer. 26 For all Accredited Securities, the Court has reserved jurisdiction to allow, disallow or adjust the claim of 27 any Settlement Class Member on equitable grounds. 11

22 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 22 of 1 1 Payment pursuant to the Plan shall be conclusive against all Claimants. No Person shall have any claim against Lead Counsel, Lead Plaintiff, the Claims Administrator, Defendants and their Related Parties, or 2 any Person designated by Lead Counsel based on distributions made substantially in accordance with the Stipulation and the Settlement contained therein, the Plan of Allocation, or further order(s) of the Court. 3 All Settlement Class Members who fail to timely submit a Proof of Claim within such period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the settlement, but will in all other respects be subject to and bound by the 5 terms of the settlement, including the releases. Notwithstanding the foregoing, Lead Counsel may, in its discretion, accept for processing late submitted claims so long as the distribution of the Net Settlement 6 Fund to Authorized Claimants is not materially delayed. 7 HOW YOU GET A PAYMENT SUBMITTING A CLAIM FORM How can I get a payment? 9 To qualify for a payment, you must send in a claim form. A claim form is enclosed with this Notice. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and 10 mail it in the enclosed envelope postmarked no later than November 17, When would I get my payment? 12 The Court will hold a Settlement Hearing on November 2, 2009, at 10:30 a.m., to decide whether to approve the settlement. The Court may adjourn or continue the Settlement Hearing without further notice 13 to the Settlement Class. If the Court approves the settlement, there could be appeals. It is always 1 uncertain if or when these appeals will be resolved favorably for the settlement. Resolving them can take time, perhaps more than a year. It also takes time for all the claim forms to be processed. If there are no 15 appeals and depending on the number of claims submitted, the claims administrator could distribute the Settlement Fund as early as nine months after the Settlement Hearing. Please be patient What am I giving up to get a payment or stay in the Settlement Class? 17 Unless you exclude yourself, you are staying in the Settlement Class, and that means you cannot sue, or be part of any other lawsuit against the Defendants about the same issues or the claims that were or could 18 have been raised in the Litigation. To receive the payment under the settlement, if the settlement is approved, you must release all Released Claims against Defendants and their Related Parties (as 19 defined below). 20 Released Claims means all rights, demands, liabilities, claims (including Unknown Claims as 21 defined in the Stipulation) and causes of action of every nature and description, whether arising under federal, state, common or foreign law, that Plaintiffs or any other member of the Settlement Class (a) 22 asserted in the Complaint, or (b) could have asserted in any forum that arise out of or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or 23 referred to in the Complaint and that relate to the purchase or acquisition of Accredited Securities during the Settlement Class Period. 2 Related Parties means with respect to each Defendant, the immediate family members, heirs, 25 executors, administrators, successors, assigns, present and former employees, officers, directors, attorneys, legal representatives, insurers, reinsurers, and agents of each of them, and any person or entity 26 which is or was related to or affiliated with any Defendant or in which any Defendant has or had a controlling interest and the present and former parents, subsidiaries, divisions, affiliates, predecessors, 27 successors, employees, officers, directors, attorneys, assigns, legal representatives, insurers, reinsurers, 12

23 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 23 of 1 and agents of each of them. The Related Parties, with respect to Accredited, includes but is not limited to 1 the REIT. 2 EXCLUDING YOURSELF FROM THE SETTLEMENT How do I exclude myself from the settlement? You can exclude yourself from the settlement. If you do not want a payment from the settlement, but you 5 want to keep any right to sue any of the Defendants or any of the Related Parties about the claims you would otherwise be releasing in this settlement, then you must take steps to exclude yourself from the 6 settlement. This is called excluding yourself or is sometimes referred to as opting out of the class. 7 To exclude yourself, you must send a letter by mail saying that you want to be excluded from Atlas v. Accredited Home Lenders Holding Co. You must submit a list of all of your transactions in Accredited 8 Securities during the period between November 1, 2005, and March 12, 2007, inclusive, and the dates and 9 prices of such transactions. Be sure to also include your name, address, telephone number, and signature. You must mail your exclusion request postmarked no later than October 13, 2009, to: 10 Atlas v. Accredited Home Lenders Holding Co. Securities Litigation 11 c/o The Garden City Group, Inc. P.O. Box Dublin, OH You cannot exclude yourself on the phone or by . If you ask to be excluded, you will not get any settlement payment, and you cannot object to the settlement. Also, you will not be legally bound by 1 anything that happens in this lawsuit, and you would not be prevented by this settlement from suing Defendants and their Related Parties for the Released Claims in the future. However, if you exclude 15 yourself and bring your own lawsuit, you would be subject to all the risks of litigation, including the risk that your lawsuit would be rejected because you filed it too late. 16 If you do not file your request for exclusion on time, you will be legally bound by all the proceedings in 17 this Litigation, including all court orders and judgments in the Litigation, even if you have a lawsuit pending against the Released Persons that covers Released Claims, or if you subsequently start a lawsuit 18 or an arbitration or any other proceedings against any of the Released Persons that are covered by the 19 Released Claims If I do not exclude myself, can I sue Defendants for the same thing later? 21 No. Unless you exclude yourself, you give up any right to sue Defendants or their Related Parties for the claims that this settlement resolves. Remember, the exclusion deadline is October 13, If I exclude myself, can I get money from this settlement? 23 No. If you exclude yourself, do not send in a claim form to ask for any money. Once you exclude 2 yourself, you will receive no cash payment even if you also submit a claim form, unless you withdraw your notice of exclusion before the deadline. 25 THE LAWYERS REPRESENTING YOU Do I have a lawyer in this case? 13

24 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 2 of 1 1 Lead Plaintiff and the Settlement Class are represented by the law firm of Bernstein Litowitz Berger & Grossmann LLP. This law firm is referred to as Lead Counsel. You will not be charged for the work of 2 the lawyers of Lead Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense How will the lawyers be paid? 5 At the Settlement Hearing, Lead Counsel will request the Court to award attorneys fees of 25% of the Settlement Fund, plus payment of expenses not to exceed $750,000, which were incurred in connection 6 with the Litigation, plus interest thereon. If the Court approves Lead Counsel s fee and expense application, the average cost per share of common stock will be approximately $0.01, and the average 7 cost per share of preferred stock will be approximately $0.01. This compensation will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses. To 8 date, Lead Counsel has not received any payment for their services in conducting the Litigation nor has counsel been paid for its expenses incurred. Plaintiff Kornfeld also intends to apply to the Court for an 9 award of a service award not to exceed $5, OBJECTING TO THE SETTLEMENT How do I tell the Court that I do not like the Settlement? 12 If you re a member of the Settlement Class (and you have not excluded yourself), you can object to the proposed settlement if you do not like any part of it. You can give reasons why you think the Court 13 should not approve the settlement, the Plan of Allocation or the request for attorneys fees and expenses. 1 The Court will consider your views. To object, you must send a signed letter saying that you object to the proposed settlement in Atlas v. Accredited Home Lenders Holding Co., Case No. 07-cv-0088-H-CAB, 15 (United States District Court for the Southern District of California). Your letter must include your name, address, telephone number and your original signature (no copies). You must also include all your 16 transactions in Accredited Securities during the Settlement Class Period and the dates and prices of such transactions. Mail the objection postmarked no later than October 13, 2009, to: 17 (1) Clerk of the Court 18 United States District Court for the Southern District of California 880 Front Street, Room San Diego, CA (2) BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP 21 DAVID R. STICKNEY NIKI L. MENDOZA High Bluff Drive, Suite 300 San Diego, CA and 2 (3) PAUL, HASTINGS, JANOFSKY & WALKER LLP 25 CHRISTOPHER H. McGRATH 77 Executive Drive, 12th Floor 26 San Diego, CA

25 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 25 of 1 You may object either on your own or through an attorney that you hire at your own expense. If you do 1 hire an attorney to represent you, your attorney must file a notice of appearance with the clerk of the Court and deliver a copy of that notice to Lead Counsel and Defendants counsel no later than October 2 13, If you do not follow the directions in this notice for objecting to the settlement, you will forfeit all rights that you may have to object to and/or appeal this settlement unless the Court orders otherwise. You will be bound by the orders and judgments in this lawsuit What is the difference between objecting to the settlement and excluding myself from the 6 settlement? 7 Objecting is telling the Court that you do not like something about the proposed settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not 8 want to be part of the Settlement Class. If you exclude yourself, you have no basis to object because the case no longer applies to you. 9 THE COURT S SETTLEMENT HEARING SCHEDULED FOR NOVEMBER 2, The Court will hold a hearing to decide whether to approve the proposed settlement. You may attend, but 11 you do not have to When and where will the Court decide whether to approve the settlement? 13 The Court will hold a hearing at 10:30 a.m. on November 2, 2009, at the United States District Court for 1 the Southern District of California, located at 90 Front Street, San Diego, CA , in Courtroom 13 ( Settlement Hearing ). The Court may adjourn or continue the Settlement Hearing without further 15 notice to the Settlement Class. At this hearing, the Court will consider whether the settlement is fair, reasonable and adequate. If there are objections, the Court will consider them. The Court will listen to 16 people who have asked to speak at the hearing. The Court will also decide whether to approve the Plan of Allocation, and the payment of fees, costs and expenses to Lead Counsel, including the award to Lead 17 Plaintiff to compensate it for its time and effort in this case. We do not know how long the hearing will take or whether the Court will make its decision about the settlement on that day or sometime later Do I have to come to the hearing? 19 Settlement Class Members do not need to appear at the hearing or take any other action to indicate that 20 they approve of the settlement. Lead Counsel will answer questions the Court may have about the settlement. But if you would like to attend the hearing, you are welcome to do so, at your own expense. 21 If you send an objection, you do not have to come to Court to talk about it. The Court will consider your written objection, as long as you mailed your objection in on time (see response to question 18). You 22 may also pay your own lawyer to attend, but it is not necessary May I speak at the hearing? 2 If you object to the settlement, you may ask the Court for permission to speak at the hearing. To do so, you must include with your objection (see response to question 18) a statement saying that it is your 25 Notice of Intention to Appear in Atlas v. Accredited Home Lenders Holding Co., Case No. 07-cv H-CAB (United States District Court for the Southern District of California). Persons who intend to 26 object to any part of the settlement and wish to present evidence at the hearing must also include in their 27 15

26 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 26 of 1 written objection the identity of any witnesses they may call to testify and exhibits they intend to 1 introduce into evidence at the hearing. 2 You cannot speak at the Settlement Hearing if you exclude yourself from the settlement. 3 IF YOU DO NOTHING What happens if I do nothing at all? If you do nothing, you will not receive any payments from this settlement. However, unless you exclude yourself, you will not be able to start a lawsuit, or be part of any other lawsuit against the Defendants or their Related Parties about the Released Claims in this case ever again. GETTING MORE INFORMATION 9 2. Are there more details about the proposed settlement? 10 This Notice summarizes the proposed settlement. More details are in a Stipulation of Settlement dated 11 June 23, 2009 (the Stipulation ), which has been filed with the Court. You can inspect a copy of the Stipulation at the office of the Clerk of the United States District Court for the Southern District of 12 California, 880 Front Street, Room 290, San Diego, CA , during regular business hours or at www. AccreditedSecuritiesLitigation.com How do I get more information? 1 For additional, detailed information concerning the matters involved in this lawsuit, you may inspect the 15 pleadings, the orders of the Court, and other papers filed in this lawsuit at the office of the Clerk of the United States District Court for the Southern District of California, 880 Front Street, Room 290, San 16 Diego, CA , during regular business hours. 17 You can also contact (1) the Claims Administrator at ; or (2) Lead Counsel David R. Stickney or Niki L. Mendoza, Bernstein Litowitz Berger & Grossmann LLP, 1281 High Bluff Drive, 18 Suite 300, San Diego, CA 92130, Please do not call the Court or the Clerk of the Court for additional information about the settlement Special notice to nominees 21 Nominees who purchased or otherwise acquired Accredited Securities for beneficial owners who are Settlement Class Members are directed to: (a) request within fourteen (1) days of receipt of this Notice 22 additional copies of this Notice and the Claim Form from the Claims Administrator for such beneficial owners; or (b) send a list of the names and addresses of such beneficial owners to the Claims 23 Administrator within fourteen (1) days after receipt of this Notice. If a nominee elects to send this Notice to beneficial owners, such nominee is directed to mail this Notice within fourteen (1) days of 2 receipt of the copies of the Notice from the Claims Administrator, and upon such mailing, the nominee shall send a statement to the Claims Administrator confirming that the mailing was made as directed, and 25 the nominee shall retain the list of names and addresses for use in connection with any possible future notice to the Settlement Class

27 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 27 of 1 Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed 1 for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice and which would not have 2 been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator. 3 By Order of the United States District Court for the Southern District of California DATED:

28 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page of UNITED STATES DISTRICT COURT 8 SOUTHERN DISTRICT OF CALIFORNIA 9 MICHAEL ATLAS and GAIL ATLAS, Case No. 3:07-cv-0088-H-CAB 10 Individually and On Behalf of All Others 11 Similarly Situated, PROOF OF CLAIM AND RELEASE vs. Plaintiffs, 1 ACCREDITED HOME LENDERS 15 HOLDING CO.; JAMES KONRATH; JOSEPH J. LYDON; STUART D. MARVIN; 16 JOHN S. BUCHANAN; DAVID E. HERTZEL; and JEFFREY W. CRAWFORD, 17 Defendants EXHIBIT A-2 07cv88

29 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 29 of 1 1. GENERAL INSTRUCTIONS 1. To recover as a member of the Settlement Class based on your claims in the action entitled Atlas vs. Accredited Home Lenders Holding Co., et al. Case No. 3:07-cv H-CAB (the "Litigation"), you must complete and, on page hereof, sign this Proof of Claim and Release. If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release, your claim may be rejected and you may be precluded from any recovery from the Settlement Fund created in connection with the proposed settlement of the Litigation. 2. Submission of this Proof of Claim and Release, however, does not assure that you will share in the proceeds of the settlement of the Litigation. 3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE POSTMARKED ON OR BEFORE NOVEMBER 17, 2009, ADDRESSED AS FOLLOWS: Atlas v. Accredited Home Lenders Holding Co. Securities Litigation c/o The Garden City Group, Inc. P.O. Box 9397 Dublin, OH If you are NOT a member of the Settlement Class (as defined below and in the Notice of Pendency and Proposed Settlement of Class Action ("Notice")) DO NOT submit a Proof of Claim and Release form.. If you are a member of the Settlement Class and you did not timely request exclusion in connection with the proposed settlement, you are bound by the terms of any judgment entered in the Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE. II. CLAIMANT IDENTIFICATION If you purchased or acquired Accredited common stock or preferred shares of Accredited ("Accredited Securities"), and held documents evidencing these transactions (i.e., stock certificate(s), etc.) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, you purchased or acquired Accredited Securities and the transactional document(s) -i- PROOF OF CLAIM AND RELEASE Case No. 3:07-cv-0088-H-CAB

30 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 30 of 1 was/were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser. Use Part I of the Proof of Claim and Release form entitled "Claimant Identification" to identify each purchaser of record ("nominee'), if different from the beneficial purchaser of Accredited Securities which forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER OR PURCHASERS, OF THE ACCREDITED SECURITIES UPON WHICH THIS CLAIM IS BASED. All joint purchasers must sign this claim. Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim. III. CLAIM FORM Use Part II of Proof of Claim and Release entitled "Transactions in Accredited Securities" to supply all required details of your transaction(s) in Accredited Securities. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet. On the schedules, provide all of the requested information. Failure to report all requested information may result in the rejection of your claim. List each transaction separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day and year of each transaction you list. The date of covering a "short sale" is deemed to be the date of purchase of Accredited Securities. The date of a "short sale" is deemed to he the date of sale of Accredited Securities. -2- PROOF OF CLAIM AND RELEASE Case No. 3:07-cv-0088-H-CAB

31 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 31 of 1 Copies of broker confirmations or other documentation of your transactions in Accredited Securities should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. Atlas vs. Accredited Home Lenders Holding Co. PART I: CLAIMANT IDENTIFICATION Beneficial Owner's Name (First, Middle, Last) 1 Joint Owner's Name Street Address City State Zip Code Foreign Province Foreign Country Area Code Telephone Number Area Code Telephone Number (Daytime) (Evening) Social Security Number or Taxpayer Identification Number Record Owner's Name (if different from beneficial owner listed above) Check appropriate box (check only one box): q Individual/Sole Proprietor q Joint Owners q Pension Plan q Corporation q Partnership q Trust q IRA q Other (describe: } NOTE: Separate Proofs of Claim should be submitted for each separate legal entity (e.g., a claim from Joint Owners should not include separate transactions of just one of the Joint Owners, an Individual should not combine his or her IRA transactions with transactions made solely in the Individual's name). Conversely, a single Proof of Claim should be submitted on behalf of one legal entity including all transactions made by that entity no matter how many separate accounts that entity has (e.g., a Corporation with multiple brokerage accounts should include all -3- PROOF OF CLAIM AND RELEASE Case No. 3:07-cv-0088-H-CAB

32 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 32 of 1 transactions in Accredited Securities) during the Settlement Class Period on one Proof of Claim, no matter how many accounts the transactions were made in. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. All Claimants MUST submit a manually signed paper Proof of Claim form listing all their transactions, whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at , or visit their website at to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the Claimant a written acknowledgment of receipt and acceptance of electronically submitted data. _- PROOF OF CLAIM AND RELEASE Case No. 3:07-cv-088-H-CAB

33 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 33 of 1 PART II: TRANSACTIONS IN ACCREDITED SECURITIES A. INITIAL COMMON STOCK HOLDINGS: State the number of shares of Accredited common stock the Claimant owned at the close of trading on October 31, If none, write "zero' or "0". If other than zero, be sure to attach the required documentation. B. COMMON STOCK PURCHASES: List all purchases of Accredited common stock made between November 1, 2005, and June 8, 2007, inclusive. (NOTE: If you acquired your Accredited common stock during this period other than by an open market purchase, please provide a complete description of the terms of the acquisition on a separate page. You should include all Accredited common stock acquired in exchange for securities of Aames Investment Corporation). Be sure to attach the required documentation. Trade Date(s) (List Chronologically) Number of Purchase Price Month/Day/Year Shares Purchased Per Share Total Purchase Price* 1 1 $ $ 1 1 $ $ 1 1 $ $ 1 1 $ $ * excluding commissions, transfer taxes or other fees C. COMMON STOCK SALES: List all sales of Accredited common stock made between November 1, 2005, and June 8, 2007, inclusive. Be sure to attach the required documentation. Trade Date(s) (List Chronologically) Number of Sale Price Month/Day/Year Shares Sold Per Share Total Sale Price_* l 1 $ $ 1 1 $ $ ^1 1 $ $ *excluding commissions, transfer taxes or other fees D. TOTAL COMMON STOCK SALES: State the total number of shares of Accredited common stock sold between November 1, 2005, and June 8, 2007, inclusive. E. UNSOLD COMMON STOCK HOLDINGS AT JUNE 8, 2007: State the number of shares of Accredited common stock the Claimant owned at the close of trading on June 8, Be sure to attach the required documentation. F. INITIAL-PREFERRED SHARE HOLDINGS: State the number of preferred shares of Accredited the Claimant owned at the close of trading on October 31, If none, write -5- PROOF OF CLAIM AND RELEASE Case No. 3:07-cv-0088-H-CAB

34 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 3 of 1 "zero" or "0". If other than zero, be sure to attach the required documentation. G. PREFERRED SHARE PURCHASES: List all purchases of preferred shares of Accredited made between November 1, 2005, and June 8, 2007, inclusive. (NOTE: If you acquired your preferred shares of Accredited during this period other than by an open market purchase, please provide a complete description of the terms of the acquisition on a separate page.). Be sure to attach the required documentation. Trade Date(s) (List Chronologically) Number of Purchase Price Month/Day/Year Shares Purchased Per Share Total Purchase Price* 1 1 $ ^ 1 1 $ $ 1 1 $ $ ^1 1 $ $ * excluding commissions, transfer taxes or other fees H. PREFERRED SHARE SALES: List all sales of preferred shares of Accredited made between November 1, 2005, and June 8, 2007, inclusive. Be sure to attach the required documentation. Trade Date(s) (List Chronologically) Number of Sale Price Month/Day/Year Shares Sold Per Share Total Sale Price* i 1 1 $ ^ 1 $ *excluding commissions, transfer taxes or other fees I. TOTAL PREFERRED SHARE SALES: State the total number of preferred shares of Accredited sold between November 1, 2005, and June 8, 2007, inclusive. J. UNSOLD PREFERRED SHARE HOLDINGS AT JUNE 8,2007: State the number of preferred shares of Accredited the Claimant owned at the close of trading on June 8, Be sure to attach the required documentation. IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PLEASE PHOTOCOPY THIS PAGE, WRITE YOUR NAME ON THE COPY AND CHECK THIS BOX q IF YOU DO NOT CHECK THIS SOX THESE ADDITIONAL PAGES MAY NOT BE REVIEWED -b- PROOF OF CLAIM AND RELEASE Case No. 3:07-cv-0088-H-CAB

35 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 35 of 1 Definitions PART III: RELEASE OF CLAIMS AND SIGNATURE "Accredited Securities" means (1) Accredited common stock, including but not limited to those shares acquired pursuant to a Registration Statement and Prospectus for the merger between Accredited and Aames; and (2) preferred shares of Accredited. "Effective Date," as further defined in the Stipulation, means the first date by which all of the events and conditions specified in 17.1 of the Stipulation have been met and have occurred. "Judgment" means the judgment to be rendered by the Court substantially in the form attached to the Stipulation as Exhibit B. "Released Persons" means each and all of Defendants and each and all of their Related Parties. "Released Claims" means all rights, demands, liabilities, claims (including "Unknown Claims" as defined further below) and causes of action of every nature and description whether arising under federal, state, common or foreign law, that Plaintiffs or any other member of the Settlement Class (a) asserted in the Complaint, or (b) could have asserted in any forum that arise out of or are based upon allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Complaint and that relate to the purchase or acquisition of Accredited Securities during the Settlement Class Period. "Settlement Class" means all persons and entities who purchased or acquired Accredited Securities between November 1, 2005, through March 12, 2007, inclusive, and who were injured thereby. Excluded from the Settlement Class are Accredited, Berglund, Buchanan, Crawford, Erickson, Espy, Gunderson, Konrath, Lydon, Marvin, and Pratt; the officers and directors of Accredited at all relevant times; members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any Defendant has or had a controlling interest, including the REIT. Also excluded from the Settlement Class are those Persons who timely and validly request exclusion from the Settlement Class pursuant to the Notice of Pendency and Proposed Settlement of Class Action. "Unknown Claims" means all claims, demands, rights, liabilities, and causes of action of every nature and description which Plaintiffs or any Settlement Class Member do not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this settlement. With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly waive, and each of the Settlement Class Members shall be deemed to have waived, and by operation of the Judgment shall have waived, the provisions, rights and benefits of California Civil Code Section152, which 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. -7- PROOF OF CLAIM AND RELEASE Case No. 3:07-cv-0088-H-CAB

36 Case 3:07-cv-0088-H-CAB Document 213 Filed 08/0/2009 Page 36 of 1 Plaintiffs shall expressly waive, and each of the Settlement Class Members shall be deemed to have waived, and by operation of the Judgment shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code Sectionl52. Plaintiffs and Settlement Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Plaintiffs shall expressly fully, finally and forever settle and release, and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released, any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which 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. Plaintiffs acknowledge, and the Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part. The Release I (we) understand and acknowledge that without further action by anyone, on and after the Effective Date, each Settlement Class Member, on behalf of themselves, their spouses, heirs, predecessors, successors, representatives, or assignees, and any person they represent, for good and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, shall be deemed to have, and by operation of law and of the Judgment shall have fully, finally, and forever released, relinquished, and discharged all Released CIaims (including Unknown Claims) against each and all of the Released Persons, whether or not a Proof of Claim and Release is executed and delivered by, or on behalf of, such Settlement Class Member. SIGNATURE AND CERTIFICATIONS By signing and submitting this Proof of Claim and Release, the Claimant(s) or the person(s) who represents the Claimant(s) certifies, as follows: I (We) submit this Proof of Claim and Release under the terms of the Stipulation of Settlement described in the Notice. I also submit to the jurisdiction of the United States District Court for the Southern District of California, with respect to my claim as a Settlement Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am bound by and subject to the terms of any judgment that may be entered in the Litigation. I (We) agree to i furnish additional information to the Claims Administrator to support this claim if requested to do so. I (We) have not submitted any other claim covering the same purchases or acquisitions of Accredited ` Securities during the Settlement Class Period and know of no other person having done so on my behalf. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever release, relinquish and discharge all Released Claims (including Unknown Claims) against each and all the "Released Persons," defined as each and all of Defendants and each and all of their Related Parties. 1. that the Claimant(s) is a (are) Settlement Class Member(s), as defined herein and in the Notice; 2. that I (we) have not filed a request for exclusion from the Settlement Class and that I (we) do not know of any request for exclusion from the Settlement Class filed on my (our) behalf with -g- PROOF OF CLAIM AND RELEASE Case No. 3:07-cv-0088-H-CAB

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