Case 1:08-cv LPS Document 116 Filed 06/01/11 Page 1 of 2 PageID #: 3067 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE

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1 Case 1:08-cv LPS Document 116 Filed 06/01/11 Page 1 of 2 PageID #: 3067 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE KAREN DUTTON, individually and on behalf of all others similarly situated, vs. Plaintiff, Case No.: l :08-ev LPS HARRIS STRATEX NETWORKS, INC.; GUY M. CAMPBELL; HARALD J. BRAUN; SARAH A. DUDASH; HOWARD L. LANCE, and SCOTT T. MIKUEN, Defendants. DECLARATION OF IRA M. PRESS IN SUPPORT OF MOTION FOR PRELIMINARY APPII OVAI. OF THE SETTLEMENT I, IRA M. PRESS, hereby declare as follows: I. I am a member of the law firm of Kirby McInerney LLP, the Court-appointed Lead Counsel for Plaintiffs in this Litigation.. As such, I have la-iowledge of the matters set forth below. the Settlement. 2. I make this declaration in support of Plaintiffs' motion for preliminary approval of 3. Attached hereto as the exhibits indicated are true and correct copies of the following: Exhibit 1: Stipulation of Settlement, dated May 31, Annexed to Exhibit I are the following Exhibits: Exhibit A - [Proposed] Order Preliminarily Approving Settlement and Providing for Notice Exhibit A-1 - Notice of Pendency and Proposed Settlement of Class Action Including Proposed Plan of Allocation Exhibit A-2 - Proof of Claim and Release Exhibit A-:3 - Summary Notice

2 Case 1:08-cv LPS Document 116 Filed 06/01/11 Page 2 of 2 PageID #: 3068 Exhibit B - [Proposed] Final Judgment and Order of Dismissal With Prejudice Exhibit 2: Cornerstone Research, "Securities Class Action Settlements: 2009 Review and Analysis" (2010). Exhibit 3: Firm Resume of Kirby McInerney LLP Exhibit 4: Firm Resurne of Kaplan Fox & Kilshei.mer LLP Exhibit 5: Firm Resume of Lockeridge Grindal Nauen P.L.L.P. 4. In preparation for settlement negotiations I consulted with a damage consultant to estimate the damages suffered by class members. This damage consultant has proffered a preliminary damage estimate of $35,700,000 to the class. I declare under penalty of perjury that the foregoing matters are true and correct. Dated: June 1, Ira M. Press

3 Case 1:08-cv LPS Document Filed 06/01/11 Page 1 of 72 Pagel D #: 3069 Exhibit

4 Case 1:08-cv LPS Document Filed 06/01/11 Page 2 of 72 Pagel D #: 3070 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ) KAREN DUTTON, Individually and on behalf of ) all Others Similarly Situated, ) Plaintiff, - V. ) Case No. 1:08-cv LPS HARRIS STRATEX NETWORKS, INC., GUY ) M. CAMPBELL, HARALD J. BRAUN, SARAH ) Class Action A. DUDASH, HOWARD L. LANCE, and SCOTT T. MIKUEN, ) Defendants. ) ) ) ) ) ) ) ) ) STIPULATION OF SETTLEMENT

5 .. Case 1:08-cv LPS Document Filed 06/01/11 Page 3 of 72 Pagel D #: 3071 This Stipulation of Settlement, dated as of May 31, 2011 (the "Stipulation"), is made and entered into by and among the Settling Parties (as defined in Section If 1.26 below) to the aboveentitled Litigation (the "Litigation") by and through their counsel of' record. This Stipulation is intended by the Settling Parties to fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined in Section below) Upon and subject to the terms and conditions herein. I. DEFINITIONS As used in this Stipulation, the following terms have the meanings specified below: 1.1 "Authorized Claimant" means any Class Member whose claim for recovery has been allowed pursuant to the terms of this Stipulation; 1.2 "Claimant" means any Class Member who files a Proof of Claim in such form and manner, and within such time, as the Court shall prescribe; 1.3 "Claims Administrator" means Analytics, Inc.; 1.4 "Class" means, for the purposes of this Stipulation only, all Persons that acquired the common stock of HSTX between January 29, 2007 and July 30, 2008, inclusive, including former shareholders of Stratex Networks, Inc. who acquired shares of HSTX pursuant or traceable to HSTX's Registration Statement and Prospectus that became effective on January 8, 2007 (collectively, the "Registration Statement"). Excluded from the Class are the Defendants, their officers and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns, and any entity in which the Defendants have or had a controlling interest. Also excluded from the Class are those Persons who timely and validly request exclusion from the Class pursuant to the Notice of Pendency and Proposed Settlement of Class Action;.1.5 "Class Counsel" means Lead Counsel as defined in of this Stipulation and the law firms of Kaplan Fox & Kilsheimer LLP and Locicridge Grindal Nauen P.L.L.P. 1.6 "Class Member" or "Member of the Class" means a Person who falls within thc definition of the Class as set forth in111.4 of this Stipulation; STIPULATION OF SETTLEMENT A/ CASE NO. I :08-cv LPS

6 Case 1:08-cv LPS Document Filed 06/01/11 Page 4 of 72 PagelD #: "Class Period" means January 29, 2007 through July 30, 2008 inclusive; 1.8 "Defendants" means HSTX, Harris, and the Individual Defendants; 1.9 "Effective Date" means the first date by which all of the events and conditions specified in 7.1 of this Stipulation have been met and have occurred; 1.10 "Escrow Agent" means The Huntington National Bank or their joint successor(s); 1.11 "Final" means when the last of the following with respect to the Judgment approving this Stipulation, substantially in the form of Exhibit B, shall occur: (i) the expiration of the time to file a motion to alter or amend the Judgment under Federal Rule of Civil Procedure 59(e) has passed without any such motion having been filed; (11) the expiration of the time in which to appeal the Judgment has passed without any appeal having been taken, which date shall be deemed to be thirty (30) days following the entry of the Judgment, unless the date to take such an appeal shall have been extended by Court order or otherwise, or unless the 30th day falls on a weekend or a Court holiday, in which case the date for purposes of this Stipulation shall be deemed to be the next business day after such 30th day; and (iii) if such motion to alter or amend is filed or if an appeal is taken, immediately after the determination of that motion or appeal so that it is no longer subject to any further judicial review or appeal whatsoever, whether by reason of affirmance by a court of last resort, lapse of time, voluntary. dismissal of the appeal, or otherwise, and in such a manner as to permit the consummation of the settlement substantially in accordance with the terms and conditions of this Stipulation. For purposes of this paragraph, an "appeal" shall include any petition for a writ of certiorari or other writ that may be filed in connection with approval or disapproval of this settlement but shall not include any appeal that concerns only the issue of attorneys' fees and reimbursement of costs or the Plan of Allocation of the Settlement Fund; 1.12 "Harris" means Harris Corporation; 1.13 "IISTX" means Harris Stratex Networks, Inc., now called Aviat Networks, Inc.; 1.14 "Individual Defendants" means Guy M. Campbell, Harald J. Braun, Sarah A. Dudash, Howard L. Lance, and Scott T. Mikuen; STIPULATION OF SETTLEMENT / ,7 2 CASE NO. 1:08-cv LPS

7 .. Case 1:08-cv LPS Document Filed 06/01/11 Page 5 of 72 PagelD #: "Judgment" means the judgment to be entered by the Court, substantially in the form attached as Exhibit B; 1.16 "Lead Counsel" means the law firm of Kirby McInerney LLP; 1.17 "Named Plaintiffs" means the "Rudman Investors Group" which is comprised of plaintiffs Errol M. Rudman, Rudman Partners, L.P., Rudirian Partners II, L.P., Rudman Capital Management LLC, Rudman International Fund, Ltd., the Errol M. Rudman Profit Sharing and 401K Plan, the Errol M. Rudman Defined Benefit Plan, Missner Capital Associates, L.P., Phil Missner, and Nicholas Rudman, and the Duluth Teachers' Retirement Fund Association "Notice Order" means the preliminary order as approved by the Court for mailing and publication as defined in if 3.1 hereof "Person" means an individual, corporation, partnership, limited partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government, or any political subdivision or agency thereof, or any business or legal entity and their spouses, heirs, predecessors, successors, representatives, or assignees; 1.20 "Plan of Allocation" means a plan or formula of allocation of the Settlement Fund, to be proposed by Class Counsel and approved by the Court, whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of expenses for notice and administration of the settlement, Taxes and Tax Expenses, and such attorneys' fees, costs, expenses, and interest as may be awarded by the Court; 1.21 "Related Parties" means each Defendant's past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, agents, controlling shareholders, attorneys, accountants, auditors, advisors, investment advisors, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, related or affiliated entities, any entity in which a Defendant has or had a controlling interest, and the Individual Defendants' innnediate families and their legal representatives, heirs, successors or assigns, or any trust of which an Individual Defendant is the settlor or which is for the benefit of an Individual Defendant's family; STIPULATION OF SETTLEMENT Y CASE NO. 1:08-cv LPS

8 Case 1:08-cv LPS Document Filed 06/01/11 Page 6 of 72 PagelD #: "Released Claims" shall mean any and all claims, debts, demands, rights, liabilities and causes of action of every nature and description whatsoever (including, but not limited to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or common law, or any other law, rule or regulation, whethei fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, including, without limitation, claims arising under Sections 11 and 15 of the Securities Act of 1933, or claims arising under Sections 10(b) and 20(a) of the Exchange Act of 1934, claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, whether class or individual in nature including both known claims and Unknown Claims (as defined below), whether or not concealed or hidden: (i) that have been asserted in this Litigation by the Named Plaintiffs or any Class Member against any of the Settling Parties or Related Parties; or (ii) that could have been asserted in any forum by the Named Plaintiffs or any Class Member against any of the Settling Parties or Related Parties and which arose out of the purchase, sale, or any other transaction related to HSTX stock between January 29, 2007 and July 30, 2008, inclusive; 1.23 "Released Persons" means each and all of the Defendants and each and all of their Related Parties; 1.24 "Request for Exclusion" shall mean a timely and valid request from a Person who is a member of the Class to be excluded from the Class; 1.25 "Settlement Fund" means the principal amount of Eight Million Nine Hundred Thousand Dollars ($8,900,000.00) in cash to be paid to the Escrow Agent pursuant to of this Stipulation, plus all interest earned thereon pursuant to , 2.5 and 2.7; 1.26 "Settling Parties" means, collectively, each of the Defendants and the Named Plaintiffs on behalf of themselves and the Class Members; 1.27 "Unknown Claims" means any and all Released Claims which Named Plaintiffs or any Class Member does not know or suspect to exist in his, her, or its favor at the time of the STIPULATION OF SETTLEMENT A/ CASE NO. I:08-cv LPS

9 Case 1:08-cv LPS Document Filed 06/01/11 Page 7 of 72 PagelD #: 3075 release of the Released Persons, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the settlement set forth in this Stipulation. With respect to any and all Released Claims, the Settling Parties stipulate and agree that upon the Effective Date, the Named Plaintiffs shall expressly waive, and each Class Member shall be deemed to have waived, and by operation of the Final Judgment shall have expreisly 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 Cal. Civ. Code 1542, 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. Named Plaintiffs and Defendants acknowledge, and the Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of Unknown Claims in the definition of Released Claims was separately bargained for and was a key element of the settlement set forth in this Stipulation. II. THE LITIGATION HSTX announced on July 30, 2008 that it would restate its reported financial statements for the fiscal years 2005 through 2007 and the first three quarters of fiscal 2008, ended March 28, 2008, including certain financial statements included in HSTX's Registration Statement relating to a merger of Stratex Networks, Inc. and Harris' Microwave Communications Division ("MCD") to form HSTX. On and after October 6, 2008, three actions were filed in the United States District Court for the District of Delaware as securities class actions against HSTX, certain of its former officers and directors, and Harris. On June 5, 2009 the Court consolidated the related cases as Dutton v. Han-is Simi-ex Networks, Inc. et al, Case No JJF,1 1 The case number was later changed to 1:08-cv LPS upon Judge Farnan's retirement and the reassignment of the case to Judge Stark. STIPULATION OF SETTLEMENT A CASE NO. I :08-cv TPS

10 Case 1:08-cv LPS Document Filed 06/01/11 Page 8 of 72 PagelD #: 3076 appointed the Rudman Investors Group as Lead Plaintiffs pursuant to pursuant to 15 U.S.C. 77z-1(a), and approved the selection of Kirby McInerney LLP as Lead Counsel in the consolidated action. Natned Plaintiffs then conducted further intensive investigation and filed the Consolidated Amended Class Action Complaint (the "Consolidated Complaint"), on July 29, The Consolidated Complaint alleged violations of Section 11 of the Securities Act against HSTX, Ernst & Young and Individual Defendants Campbell, Dudash, Lance, and Mikuen on behalf of all purchasers of HSTX common stock who acquired their shares during the Class Period. Specifically, the Consolidated Complaint alleged that HSTX's Registration Statement contained material misstatements and omissions, the truthful disclosure of which was necessary to make statements made in the Registration Statement not misleading. The Consolidated Complaint further alleged that Individual Defendants Campbell, Dudash, Lance, and Mikuen had the duty to perform a reasonable and diligent investigation in order to ensure that the Registration Statement was free from material misstatements and omissions. The Consolidated Complaint alleged that, by breaching their duty to conduct an adequate investigation, those Individual Defendants allowed the inclusion of material misstatements and omissions in HSTX's Registration Statement. The Consolidated Complaint further alleged that as the issuer of the stocks acquired by the Class pursuant to the Registration Statement, HSTX was strictly liable to the Class for the allegedly material misstatements and omissions therein. The Consolidated Complaint alleged violations of Section 15 of the Securities Act against Harris, and Individual Defendants Campbell, Dudash, Lance, and Mikuen on behalf of all purchasers of HSTX common stock who acquired their shares during the Class Period. Specifically, the Consolidated Complaint alleged that HSTX was liable for violations of Section 11 as discussed above and that Harris, as owner of MCD prior to the merger and as majority owner of HSTX at the time of HSTX' s restatement, controlled the allegedly false and misleading statements and omissions in the Registration Statement. The Consolidated Complaint further STIPULATION OF SETTLEMENT M ,7 6 CASE NO. 1:08-cv LPS

11 Case 1:08-cv LPS Document Filed 06/01/11 Page 9 of 72 PagelD #: 3077 alleged that Individual Defendants Campbell, Dudash, Lance, and Mikuen were control persons of HSTX who, by virtue of their positions as senior officers of HSTX, controlled the allegedly false and misleading statements and omissions in the Registration Statement. The Consolidated Complaint alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against HSTX, and the Individual Defendants on behalf of all purchasers of HSTX common stock who acquired their shares during the Class Period. Specifically, the Consolidated Complaint alleged that the representations in HSTX's press releases, filings with the Securities and Exchange Commission ("SEC"), conference calls, and presentations for its fiscal years 2007 and 2008 were materially false and misleading because they allegedly contained accounting misstatements in project work in process accounts, related to project cost variances that were recorded on the balance sheet as an asset and not recorded to cost of sales in a timely manner or in the period to which they related, in contravention of GAAP, which directly and proximately caused the damages allegedly suffered by the Class. The Consolidated Complaint further alleged that HSTX and the Individual Defendants knowingly and with scienter substantially participated or acquiesced in the issuance or dissemination of such statements or documents as primary violations of the federal securities laws. The Consolidated Complaint alleged violations of Section, 20(a) of the Exchange Act against Individual Defendants Campbell, Braun, and Dudash on behalf of all purchasers of HSTX common stock who acquired their shares during the Class Period. Specifically, the Consolidated Complaint alleged that Individual Defendants Campbell, Braun, and Dudash acted as controlling persons of HSTX by virtue of their allegedly high-level positions, alleged participation in, and/or awareness of, HSTX's operations and/or their allegedly intimate lcnowledge of HSTX's financial statements filed with the SEC. On October 9, 2009, Harris, HSTX, the Individual Defendants, and Ernst & Young moved to dismiss the Consolidated Complaint. (Docket Nos ) On July 22, 2010, the Court granted Ernst & Young's motion to dismiss. (Docket 78.) In the same order, the Court ruled that Plaintiffs had not adequately alleged the loss causation element of their Section 10(b) claim with STIPULATION OF SETTLEMENT A CASE NO. I :08-cv LPS

12 Case 1:08-cv LPS Document Filed 06/01/11 Page 10 of 72 Page ID #: 3078 respect to any losses that may have resulted from Defendants' January 30, 2008 disclosures. In all other respects, the Court denied Defendants' motion. Beginning in November 2010 and continuing throughout December 2010 and January 2011, Defendants produced 56,974 documents (139,476 pages) for review by Class Counsel. During this time Class Counsel and counsel for Defendants met and conferred on weekly conference calls to determine the priority of document custodians and search terms to be used in Defendants' document review and production. Class Counsel also received document productions from Ernst & Young. Class Counsel have reviewed and analyzed the documents in order to confirm the fairness, reasonableness, and adequacy of the proposed settlement. Class Counsel and counsel for Defendants agreed to mediation before retired United States District Judge, the Honorable Nicholas H. Politan. Prior to the mediation, the Settling Parties provided Judge Politan with lengthy submissions detailing what the Settling Parties believed were the relevant facts and applicable legal principles. Counsel for the Settling Parties also made detailed oral presentations at the mediation during which they addressed such issues as the materiality of Defendants' alleged misstatements and omissions, causation, the amount of recoverable damages and the methodology employed in calculating those damages. Following extensive anns-length negotiations, facilitated by Judge Politan, over a period of several months during which the document discovery referenced above occurred, the Settling Parties reached an agreement in principle to settle the Litigation as to all Defendants and all claims, subject to a confirmatory interview of Individual Defendant Dudash, which occurred on March 30, 2011, and court approval. III DEFENDANTS' DENIALS OF WRONGDOING AND LIABLITY Defendants have denied and continue to deny all claims and contentions alleged by Named Plaintiffs in the Litigation. Defendants have expressly denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Litigation. Defendants also have denied and continue to deny, inter cilia, the allegations that the Named Plaintiffs and the STIPULATION OF SETTLEMENT A CASE NO. 1:08-cv LPS

13 Case 1:08-cv LPS Document Filed 06/01/11 Page 11 of 72 PagelD #: 3079 Class have suffered damages, that the prices of HSTX securities were artificially inflated by reasons of alleged misrepresentations, non-disclosures, or otherwise, that any of the Defendants acted with scienter, and that Named Plaintiffs and the Class were harmed by the conduct alleged in the Complaint. Moreover, Defendants believe that the evidence developed to date supports their position. Nonetheless, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases like the Litigation. Defendants have, therefore, determined that it is desirable and beneficial to settle the Litigation in the manner and upon the terms and conditions set forth in this Stipulation. IV. CLAIMS OF NAMED PLAINTIFFS AND BENEFITS OF SETTLEMENT Named Plaintiffs believe that the claims asserted in the Litigation have merit and that the. evidence developed to date supports the claims. However, Named Plaintiffs recognize and acknowledge the expense and length of continued proceedings necessary to prosecute the Litigation against Defendants through trial and possible appeals. Named Plaintiffs have also taken into account the uncertain outcome and the risk of any litigation, especially complex actions such as the Litigation. Further, Named Plaintiffs have.considered the Litigation's inherent difficulties and delays. Named Plaintiffs are also mindful of the inherent problems of proof and the possible defenses to the securities law violations asserted in the Complaint. Named Plaintiffs believe that the settlement set forth in this Stipulation confers substantial benefits upon the Class. Based on their evaluation, Named Plaintiffs and Class Counsel have determined that the settlement set forth in this Stipulation is in the best interests of the Named Plaintiffs and the Class. V. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT 1. The Agreement NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Named Plaintiffs (for themselves and the Class Members) and Defendants, by and through their STIPULATION OF SETTLEMENT P CASE NO. 1:08-cv LPS

14 Case 1:08-cv LPS Document Filed 06/01/11 Page 12 of 72 PagelD #: 3080 counsel, that, subject to Court approval, the Litigation and the Released Claims shall be finally and fully compromised, settled, and released, and the Litigation shall be dismissed with prejudice, as to all Settling Parties, upon and subject to the terms and conditions of this Stipulation, as follows. 2. The Settlement a. The Settlement Fund 2.1 HSTX and Harris shall cause to be paid the sum of Eight Million Nine Hundred Thousand Dollars ($8,900,000.00) in cash (the "Settlement Amount"), within the time set forth in I 2.2, below, into an interest-bearing account maintained by the Escrow Agent in settlement of the Litigation which, with any accrued interest, shall constitute the Settlement Fund. Other than the obligation of HSTX and Harris to cause to be paid this amount to the Escrow Agent, no Defendant shall have any obligation to make any payment pursuant to this Agreement. 2.2 Subject to the terms of this Stipulation, HSTX and Harris shall cause the Settlement Amount to be paid into the Escrow Account within thirty (30) days after entry of the Preliminary Approval Order in accordance with the payment instructions to be provided by Class Counsel. b. The Escrow Agent. 2.3 The Escrow Agent may invest the Settlement Fund pursuant to if 2.1 hereof in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or its agencies and shall reinvest the proceeds of these instruments as they mature in similar instruments at their then-current market rates. The Escrow Agent shall bear no risks related to investment of the Settlement Fund. 2.4 The Escrow Agent shall not disburse the Settlement Fund except as provided in this Stipulation, by Court order, or by written agreement of counsel for all parties. 2.5 Subject to further order and/or direction as may be made by the Court, the Escrow Agent is authorized to execute transactions on behalf of the Class Members that are consistent with the terms of this Stipulation. STIPULATION OF SETTLEMENT PJ CASE NO. 1:08-cv LPS

15 Case 1:08-cv LPS Document Filed 06/01/11 Page 13 of 72 PagelD #: All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court until such time as such funds shall be distributed pursuant to this Stipulation and/or further order(s) of the Court. 2.7 Within thirty (30) days after payment of the -Settlement Fund to the Escrow Agent pursuant to I 2.1 hereof, the Escrow Agent may establish a "Class Notice and Administration Fund," and may deposit up to Five Hundred Thousand Dollars ($500,000.00) from the Settlement Fund in it. The Class Notice and Administration Fund may be used by Class Counsel, without prior Order of the Court, to pay costs and expenses reasonably and actually incurred in connection with providing notice to the Class, locating Class Members, assisting with the filing of claims, administering and distributing the Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if any. The Class Notice and Administration Fund may also be invested and earn interest as provided for in 2.3 of this Stipulation. Any costs or expenses for notice or claims administration in excess of the Class Notice and Administration Fund shall be paid from the Settlement Fund, subject to approval by Class Counsel and the Court. In no event shall Defendants have any responsibility for or liability with respect to the Escrow Agent or its actions, the Class Notice and Administration Fund, the Settlement Fund, or the administration of the Settlement Fund. c. Taxes 2.8 Taxes and Tax Expenses (a) The Settling Parties and the Escrow Agent agree to treat the Settlement Fund as being at all times a "qualified settlement fund" within the meaning of Treas. Reg B-1. In addition, the Claims Administrator shall timely make such elections as necessary or advisable to carry out the provisions of this 2.8, including the "relation-back election" (as defined in Treas. Reg B-1) back to the earliest permitted date. Such elections shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Escrow Agent to timely and properly prepare and deliver the necessary documentation for STIPULATION OF SETTLEMENT A/ CASE NO. I :08-cv LPS

16 Case 1:08-cv LPS Document Filed 06/01/11 Page 14 of 72 Page ID #: 3082 signature by all necessary parties, and thereafter to cause the appropriate filing to occur. (b) For the purpose of 1.468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the "administrator" shall be the Escrow Agent. The Claims Administrator shall timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg B-2(k)). Such returns (as well as the election described in I 2.8(a) hereof) shall be consistent with this 2.8 and in all events shall reflect that all Taxes (including any estimated Taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in 2.8(c) hereof (c) All Taxes (including any estimated Taxes, interest, or penalties) arising with respect to the income earned by the Settlement Fund, including: (i) any Taxes or tax detriments that may be imposed upon the Defendants or their Related Parties with respect to any income earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a "qualified settlement fund" for federal or state income tax purposes ("Taxes"); and (ii) expenses and costs incurred in connection with the operation and implementation of this (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this 2.8) ("Tax Expenses"), shall be paid out of the Settlement Fund; in no event shall the Defendants or their Related Parties have any responsibility for or liability with respect to the Taxes or the Tax Expenses. The Escrow Agent shall indemnify and hold each of the Defendants and their Related Parties harmless for Taxes and Tax Expenses (including, without limitation, Taxes payable by reason of any such indemnification). Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund witliout prior order from the Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to Authorized Claimants any funds necessary to pay such amounts including the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any STIPULATION OF SETTLEMENT /U CASE NO. I:08-cv LPS

17 Case 1:08-cv LPS Document Filed 06/01/11 Page 15 of 72 PagelD #: 3083 amounts that may be required to be withheld under Treas. Reg B-2(1)(2)). The parties hereto agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this if 2.8. (d) For the purpose of this 2.8, references to the Settlement Fund shall include both the Settlement Fund and the Class Notice and Administration Fund and shall also include any earnings thereon. d. CAFA Notice Settling Defendants shall no later than ten (10) days following the Court's entry of the Order Preliminarily Approving Settlement and Providing For Notice, and pursuant thereto, serve upon the appropriate State official of each State in which a Class Member resides, and the Attorney General of the United States, a notice of the proposed settlement in compliance with the requirements of the Class Action Fairness Act, 28 U.S.C et seq. e. Termination of Settlement. 2.9 In the event that this Stipulation is not approved by the Court or fails to become effective, the Settlement Fund and the Class Notice and Administration Fund (in each case, including accrued interest), less expenses actually incurred and properly due and owing in connection with the settlement provided for herein, shall be refunded pro rata to those entities contributing to the Settlement Fund, as provided inlj 7.3 below. 3. Notice Order and Settlement Hearing 3.1 Promptly after execution of this Stipulation, the Settling Parties shall submit this Stipulation together with its Exhibits to the Court and shall apply for entry of an order (the "Notice Order"), substantially in the form of Exhibit A, requesting, inter alia, the preliminary approval of the settlement set forth in this Stipulation, approval for mailing of the Notice of Pendency and Proposed Settlement of Class Action (the "Notice") substantially in the form of Exhibit A-1, approval of the form and content of the Proof of Claim and Release substantially in the form of Exhibit A-2, and publication of a Summary Notice substantially in the form of Exhibit A-3. The Notice shall include the general terms of the settlement set forth in this STIPULATION OF SETTLEMENT An CASE NO. 1:08-cv LPS

18 Case 1:08-cv LPS Document Filed 06/01/11 Page 16 of 72 PagelD #: 3084 Stipulation, the proposed Plan of Allocation, the general terms of the Fee and Expense Application, and the date of the Settlement Hearing (defined below). The Notice Order shall include provisions which will, inter alia: direct Notice to the Class and Publication of the Summary Notice; provide for the manner and date of the Notice to the Class and Publication of the Summary Notice; provide that Class Members who wish to partake in the settlement shall complete and file valid Proofs of Claim by a date certain; direct that Class Members who wish to object or exclude themselves from the Class shall do so by a date certain; and schedule a hearing (the "Settlement Hearing") to be held by the Court to consider and determine, inter alia: whether the settlement proposed by this Stipulation should be approved as fair, reasonable and adequate; whether the Judgment approving the settlement should be entered; whether the Plan of Allocation should be approved; and whether and in what amount attorneys' fees and reimbursement of expenses should be awarded to Class Counsel out of the Settlement Fund. 3.2 Class Counsel shall request that after notice is given, the Court hold a hearing and approve the settlement of the Litigation as set forth herein. At or after the Settlement Hearing, Class Counsel also will request that the Court approve the proposed Plan of Allocation and the Fee and Expense Application. 4. Releases 4.1 Upon the Effective Date, as defined in hereof, Named Plaintiffs and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Claims against the Released Persons, whether or not such Class Member executes and delivers a Proof of Claim and Release form. 4.2 The Proof of Claim and Release shall be substantially in the form contained in Exhibit A Upon the Effective Date, all Class Members and anyone claiming through or on behalf of any of them, will be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or STIPULATION OF SETTLEMENT A/ CASE NO. 1:08-cv LPS

19 Case 1:08-cv LPS Document Filed 06/01/11 Page 17 of 72 PagelD #: 3085 equity, arbitration tribunal, or administrative forum, asserting the Released Claims against any of the Released Persons. 4.4 Upon the Effective Date, as defined in 11.9 hereof, each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Named Plaintiffs and Class Counsel from all claims (including Unknown Claims) arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement, or resolution of the Litigation or the Released Claims, except for those claiins brought to enforce settlement. 5. Administration and Calculation of Claims, Final Awards and Supervision and Distribution of Settlement Fund 5.1 The Claims Administrator shall administer and calculate the claims submitted by Class Members. 5.2 The Settlement Fund shall be applied as follows: (a) to pay all the costs and expenses reasonably and actually incurred in connection with providing notice, locating Class Members, assisting with the tiling of claims, administering and distributing the Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs, if any; (b) to pay the Taxes and Tax Expenses described in if 2.8 hereof; (c) to pay Class Counsel's attorneys' fees and expenses (the "Fee and Expense Award"), to the extent allowed by the Court; and (d) after the Effective Date, to distribute the balance of the Settlement Fund (the "Net Settlement Fund") to Authorized Claimants as allowed by this Stipulation, the Plan of Allocation, or the Court..5.3 Upon the Effective Date and thereafter, and in accordance with the terms of this Stipulation, the Plan of Allocation, or such further approval and order(s) of the Court as may be necessary, the Net Settlement Fund shall be distributed to Authorized Claimants, subject to and in accordance with the following. STIPULATION OF SETTLEMENT / CASE NO. I :08-cv LPS

20 Case 1:08-cv LPS Document Filed 06/01/11 Page 18 of 72 PagelD #: Within ninety (90) days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof of Claim and Release, substantially in the form of Exhibit A-2, signed under penalty of perjury and supported by such documents as are specified in the Proof of Claim and Release and as are reasonably available to the Authorized Claimant. 5.5 All Class Members who fail to timely submit a Proof of Claim and Release 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 this Stipulation and the settlement set forth herein, but will in all other respects be subject to and bound by the provisions of this Stipulation, the releases contained herein, and the Judgment. 5.6 The Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with a Plan of Allocation to be described in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after six (6) months from the date of distribution of the Net Settlement Fund (whether by reason of tax refunds, uncashed checks or otherwise), Class Counsel shall, if feasible, reallocate such balance among Authorized Claimants in an equitable and economic fashion. Thereafter, any balance which still remains in the Net Settlement Fund shall be donated to the Second Harvest Food Bank of Santa Clara and San Mateo Counties, unless the Second Harvest Food Bank of Santa Clara and San Mateo Counties is unwilling or unable to accept the donation, in which event such balance shall be donated to a non-sectarian charitable organization designated by the Court. 5.7 This is not a claims-made settlement and, if all conditions of this Stipulation are satisfied and the settlement becomes Final, no portion of the Settlement Fund will be returned to HSTX or Harris or any of their insurers, The Defendants and their Related Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the management, investment, or distribution of the Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of churns, the payment or withholding of Taxes or Tax Expenses, STIPULATION OF SETTLEMENT A/ CASE' NO. 1:08-cv LPS

21 Case 1:08-cv LPS Document Filed 06/01/11 Page 19 of 72 PagelD #: 3087 any losses incurred in connection therewith, or any payment of attorneys' fees and expenses to Class Counsel over and above payment from the Settlement Fund. 5.8 No Person shall have any claim against Class Counsel, the Claims Administrator or other entity designated by Class Counsel based on distributions made substantially in accordance with this Stipulation and the settlement contained herein, the Plan of Allocation, or further order(s) of the Court. 5.9 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of' the Net Settlement Fund including, but not limited to, any adjustments to an Authorized Claimant's claim set forth therein, is not a part of this Stipulation and is to be considered by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy of the settlement set forth in this Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel this Stipulation or affect or delay the finality of the Court's Judgment approving this Stipulation and the settlement set forth therein (including the releases contained therein), or any other orders entered pursuant to this Stipulation No distribution of funds, unless otherwise expressly specified by this Stipulation, shall be made from the Net Settlement Fund except pursuant to Courtorder. 6. Class Counsel's Attorneys' Fees and Reimbursement of Expenses 6.1 Class Counsel will submit an application (the "Fee and Expense Application") for distributions to them from the Settlement Fund for: (a) an award of attorneys' fees; and (b) reimbursement of actual expenses, including the fees of any experts or consultants incurred in connection with prosecuting the Litigation, plus any interest on such attorneys' fees, expenses, and reimbursement at the same rate and for the same periods as earned by the Settlement Fund (until paid), as may be awarded by the Court. Class Counsel reserves the right to make additional applications for fees and expenses inclined. Defendants shall not take any position on any application for fees and expenses that Class Counsel may file. 6.2 The attorneys' fees and expenses, as awarded by the Court, shall be paid to Class STIPULATION OF SETTLEMENT isd CASE NO. I :08-cv LPS

22 Case 1:08-cv LPS Document Filed 06/01/11 Page 20 of 72 PagelD #: 3088 Counsel from the Settlement Fund, as ordered, immediately after the Court executes an order awarding such fees and expenses, notwithstanding the existence of any timely filed objection, appeal, or collateral attack on the settlement. In the event that the Effective Date does not occur, or the Judgment or the order making the Fee and Expense Award is reversed or modified, or the Stipulation is canceled or terminated for any other reason, and in the event that the Fee and Expense Award has been paid to any extent, then Class Counsel shall within five (5) business days from receiving notice from Defendants' counsel or from a court of appropriate jurisdiction, refund to the Settlement Fund the fees and expenses previously paid to them from the Settlement Fund plus interest thereon at the same rate as earned by the Settlement Fund in an amount consistent with such reversal or modification. Class Counsel, as a condition of receiving such fees and expenses, on behalf of itself and each partner and/or shareholder of it, agrees that the law firm and its partners and/or shareholders are subject to the jurisdiction of the Court for the purpose of enforcing the provisions of this paragraph. Without limitation, each such law firm and its partners and/or shareholders agree that the Court may, upon application of the Defendants on notice to Class Counsel, suinmarily issue orders, including but not limited to judgment and attachment orders, and may make appropriate findings of, or sanctions for, contempt against them or any of them should such law firm fail to timely repay fees and expenses pursuant to this paragraph. 6.3 The procedure for and the allowance or disallowance by the Court of any applications by Class Counsel for attorneys' fees and expenses, including the fees of experts and consultants, to be paid out of the Settlement Fund, are not part of the settlement set forth in this Stipulation, and are to be considered by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy of the settlement set forth in this Stipulation, and any order or proceedings relating to the Fee and Expense Application, or any appeal from any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Stipulation, or affect or delay the finality of the Judgment approving this Stipulation and the settlement of the Litigation set forth therein (including the releases contained therein). STIPULATION OF SETTLEMENT A I CASE NO. I :08-cv LPS

23 Case 1:08-cv LPS Document Filed 06/01/11 Page 21 of 72 Page ID #: Class Counsel will apply to the Court for a collective award of attorneys' fees to counsel for plaintiffs in this Litigation. Class Counsel shall have the sole authority to allocate the Court-awarded attorneys' fees and Litigation expenses amongst counsel for plaintiffs in this Litigation in a manner which they, in good faith, believe reflects the contributions of such counsel to the prosecution and settlement of the Litigation. ' The Released Parties shall have no responsibility for, interest in, or liability whatsoever for the allocation among Plaintiffs' Counsel, and/or any other person or entity who may assert some claim thereto, of any award of attorneys' fees or Litigation expenses that the Court may make in the Litigation, and Defendants shall take no position with respect to such matters. 7. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination 7.1 The Effective Date of this Stipulation shall be conditioned on the occurrence of all of the following events: (a) (b) the Settlement Fund has been funded as required by IF 2.1 hereof; Defendants have not exercised their option to terminate this Stipulation pursuant to the terms of the Supplemental Agreement referenced in If 7.8 hereof; (c) (d) the Court has entered the Notice Order, as required by hereof; the Court has entered the Judgment, or a judgment substantially in the form of Exhibit B; and (e) the Judgment has become Final, as defined in hereof. 7.2 Upon the occurrence of all of the events referenced in hereof, any and all remaining interest or right of Defendants and/or any other entities contributing to the Settlement Fund in or to the Settlement Fund, if any, shall be absolutely and forever extinguished. If all of the conditions specified in hereof are not met, then this Stipulation shall be canceled and terminated subject to 1 7,4 hereof unless Class Counsel and counsel for Defendants mutually agree in writing to proceed with this Stipulation. 7.3 Unless otherwise ordered by the Court, in the event this Stipulation shall STIPULATION OF SETTLEMENT A CASE NO. I :08-cv LPS

24 Case 1:08-cv LPS Document Filed 06/01/11 Page 22 of 72 Page ID #: 3090 terminate, or be canceled, or shall not become effective, or otherwise fail to become effective for any reason, including, without limitation, in the event that the Stipulation is not approved by the Court or the Judgment is reversed or vacated following any appeal taken therefrom, then within ten (10) business days after written notification of such event is sent by counsel for Defendants to the Escrow Agent, and in accordance with hereof, the Settlement Fund (including accrued interest), plus any amount then remaining in the Class Notice and Administration Fund (including accrued interest), less expenses and any costs which have either been disbursed pursuant to hereof or are determined to be chargeable to the Class Notice and Administration Fund, shall be refunded by the Escrow Agent to the respective entities that contributed to the Settlement Fund on a pro rata basis, pursuant to written instructions from HSTX and Harris or their successors-in-interest. At the request of counsel to Defendants, the Escrow Agent or its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s) for refund, pursuant to written direction from IISTX and Harris or their successors-in-interest. 7.4 In the event that this Stipulation is not approved by the Court or the settlement set forth in this Stipulation is terminated or fails to become effective in accordance with its terms, the Settling Parties shall be restored to their respective positions in the Litigation as of the date this Settlement Agreement was fully executed. In such event, the terms and provisions of this Stipulation, with the exception of 2.9, , and 8.4 hereof, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any other proceeding for any purpose, and any judgment or order entered by the Court in accordance with the terms of this Stipulation shall be treated as vacated, 777,117C pro tune. No order of the Court or modification or reversal on appeal of any Court order concerning the Plan of Allocation or the amount of any attorneys' fees, costs, expenses, and interest awarded by the Court to Class Counsel shall constitute grounds for cancellation or termination of this Stipulation. 7.5 If the Effective Date does not occur, or if this Stipulation is terminated pursuant to STIPULATION OF SETTLEMENT A CASE NO. I:08-cv LPS

25 Case 1:08-cv LPS Document Filed 06/01/11 Page 23 of 72 Page ID #: 3091 its terms, neither Named Plaintiffs nor Class Counsel shall have any obligation to repay any amounts actually and properly disbursed from the Class Notice and Administration Fund. In addition, any expenses already incurred and properly chargeable to the Class Notice and Administration Fund pursuant to 2.7 hereof at the time of such termination or cancellation, but which have not been paid, shall be paid by the Escrow Agerit in accordance with the terms of this Stipulation prior to the balance being refunded in accordance with II 2.9 and 7.3 hereof, 7.6 If a case is commenced in respect to any Defendant under Title 11 of the United States Code (Bankruptcy), or a trustee, receiver, or conservator is appointed under any similar law, and in the event of the entry of a final order of a court of competent jurisdiction determining the transfer of the Settlement Fund, or any portion thereof, by or on behalf of such Defendant to be a preference, voidable transfer, fraudulent transfer, or similar transaction, then, at Named Plaintiffs' option, as to such Defendant, the releases given and Judgment entered in favor of such Defendant pursuant to this Stipulation shall be null and void. 7.7 Notwithstanding the foregoing I 7.6, Named Plaintiffs' right to nullify the releases and Judgment as to any Defendant pursuant to if 7.6 hereof shall expire upon the Effective Date. 7.8 Pursuant to Fed. R. Civ, Pr. 23(e)(3), under which the parties seeking approval must file a statement identifying any agreement made in connection with the proposal, the Settling Parties state that there is a Supplemental Agreement to this Stipulation of Settlement with additional provisions confidentially agreed upon between the Settling Parties subject to Court approval. If prior to the Settlement Hearing, the aggregate number of shares of HSTX common stock purchased during the Class Period by all Class Members who would otherwise be entitled to participate in the settlement but who validly request exclusion equals or exceeds the sum specified M the Supplemental Agreement, HSTX and/or Harris shall have, in their sole and absolute discretion, the option to terminate this Stipulation in accordance with the procedures set forth in the Supplemental Agreement. The Supplemental Agreement will not be filed with the Court unless required by court rule or unless and until a dispute as between Class Counsel and STIPULATION OF SETTLEMENT A I CASE NO. I:08-cv LPS

26 Case 1:08-cv LPS Document Filed 06/01/11 Page 24 of 72 Page ID #: 3092 HSTX and/or Harris concerning its interpretation or application arises. 8. Miscellaneous Provisions 8.1 The Settling Parties: (a) acknowledge that it is their intent to consummate this agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement all terms and conditions of this Stipulation and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Stipulation. 8.2 The Settling Parties intend this settlement to be a final and complete resolution of all disputes between them with respect to the Litigation. The settlement compromises claims which are contested and shall not be deemed an admission by any Settling Party as to the merits of any claim or defense. The Final Judgment will contain a statement that during the course of the Litigation, the parties and their respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure 11. In addition, the Settling Parties and their counsel will not make applications for fees, costs, or sanctions, pursuant to Rule 11, Rule 37, Rule 45 or any other court rule or statute, with respect to any claims or defenses in this Litigation or to any aspect of the institution, prosecution, or defense of this Litigation. While retaining their right to deny liability, Defendants agree that the amount paid to the Settlement Fund and the other terms of the settlement were negotiated in good faith by the Settling Parties, and reflect a settlement that was reached voluntarily after consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a manner that such party determines to be appropriate, any contention made in any public forum that the Litigation was brought or defended in bad faith or without a reasonable basis. 8.3 Neither this Stipulation nor the settlement contained therein, nor any act performed or document executed pursuant to or in furtherance of this Stipulation or the settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Defendants or their Related Parties; (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of the Defendants or their Related Parties in any civil, criminal, or STIPULATION OF SETTLEMENT A/ CASE NO. I :08-cv LPS

27 Case 1:08-cv LPS Document Filed 06/01/11 Page 25 of 72 Page ID #: 3093 administrative proceeding in any court, administrative agency, or other tribunal; or (c) is or may be deemed to be a judgment of liability against any of the Defendants or their Related Parties. Defendants and/or their Related Parties may file this Stipulation and/or the Judgment in any action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, goad faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 8.4 All agreements made and orders entered during the course of the Litigation relating to the confidentiality of information shall survive this Stipulation, pursuant to their terms. 8.5 All of the Exhibits to this Stipulation, and the Supplemental Agreement, are material and integral parts hereof and are fully incorporated herein by this reference. 8.6 This Stipulation and the Supplemental Agreement may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their respective successors-in-interest. 8.7 This Stipulation, the Exhibits attached hereto, and the Supplemental Agreement, constitute the entire agreement among the parties hereto and no representations, warranties, or inducements have been made to any party concerning this Stipulation or its Exhibits other than the representations, warranties, and covenants contained and memorialized in such documents. Except as otherwise provided herein, each party shall bear its own costs. 8.8 Class Counsel, on behalf of the Class, are expressly authorized by Named Plaintiffs to take all appropriate action required or permitted to be taken by the Class pursuant to this Stipulation to effectuate its terms and also are expressly authorized to enter into any modifications or amendments to this Stipulation on behalf of the Class which they deem appropriate. 8.9 Each counsel or other Person executing this Stipulation or any of its Exhibits on behalf of any party hereto hereby warrants that such Person has the full authority to do so. STIPULATION OF SEITLEMENT A/ CASE NO. 1:08-cv LPS

28 Case 1:08-cv LPS Document Filed 06/01/11 Page 26 of 72 Page ID #: This Stipulation may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument This Stipulation shall be binding upon, and inure to the benefit of, the successors and assigns of the parties hereto, including any corporation or other entity into or with which any Settling Party merges, consolidates, or reorganizes The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of this Stipulation, and all parties hereto submit to the jurisdiction of the Court for purposes of implementing and enforcing the settlement embodied in this Stipulation This Stipulation and the Exhibits hereto shall be considered to have been negotiated, executed, and delivered, and to be wholly performed, in the State of Delaware, and the rights and obligations of the parties to this Stipulation shall be construed and enforced in accordance with, and governed by, the internal, substantive laws of the State of Delaware without giving effect to that State's choice-of-law principles, except to the extent that federal law requires the application of federal law The waiver by one party of any breach of this Stipulation by any other party shall not be deemed a waiver of any other prior or subsequent breach of this Stipulation The parties agree that the mediator, the Honorable Nicholas 14. Politan, shall continue to assist them with any disputes over the terns of the settlement until such time as the Court grants preliminary approval. IN WITNESS WHEREOF, the parties hereto have caused this Stipulation to be executed by their duly authorized attorneys. Dated: May3 1, 2011 KIRBY MeINERNEY LLP By: Ira M. Press STIPULATION OF SETTLEMENT A/ CASE NO. I :08-cv LPS

29 Case 1:08-cv LPS Document Filed 06/01/11 Page 27 of 72 Page ID #: 3095 Edward M. Varga III 825 Third Avenue, 16th Floor New York, NY Telephone: (212) Fax: (212) Lead Counsel for Plaintiffs and Class BOUCHARD MARGULES FRIEDLANDER, P.A. Joel Friedlander (DE Bar ID #3163) 222 Delaware Avenue, Suite 1400 Wilmington, DE Telephone: (302) Fax: (302) Local Counsel for Plaintiffs and Class KAPLAN FOX & KILSHEIMER LLP Joel B. Strauss Christine Fox 850 Third Avenue, 14th Floor New York, NY Telephone: (212) Fax: (212) LOCICRIDGE GRINDAL NAUEN P.L.L.P. Karen Hanson Riebel Suite Washington Avenue South Minneapolis, Minnesota Telephone: (612) Fax: (612) Counsel for Plaintiffs and Class STIPULATION OF SETTLEMENT Anm CASE NO. I : 08-cv LPS

30 Case 1:08-cv LPS Document Filed 06/01/11 Page 28 of 72 Page I D #: 3096 Dated: May ;1, 2011 BLANK ROME LLP arr z- 'die> By: Alisa E. Moen (DE Bar ID #4088) 1201 N. Market Street, Suite 800 Wilmington, DE Telephone: (302) Fax: (302) moen@blankrome.com Local Counsel for Harris Strcrtex Networks, Inc, Harris Corporation, Guy M Campbell, Harald J. Braun, Sarah A. Dudash, Howard L. Lance, and Scott T Milcuen OF COUNSEL: BINGHAM MCCUTCHEN LLP Dale Barnes John D. Pemick 3 Embareadero Center San Francisco, CA Telephone: (415) Fax: (415) dale.bames@bingham.com john.pemick@bingham.com Counsel for Harris Stratex Networks, Mc, Harris Corporation, Guy M Campbell, Harald J. Braun, Sarah A. Dudash, Howard L. Lance, and Scott T. Mikuen STIPULATION OF SETTLEMENT A CASE NO. 1:08-cv LPS

31 Case 1:08-cv LPS Document Filed 06/01/11 Page 29 of 72 Page ID #: 3097 EXHIBIT A

32 Case 1:08-cv LPS Document Filed 06/01/11 Page 30 of 72 PagelD #: 3098 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ) KAREN DUTTON, Individually and on ) behalf of all Others Similarly Situated, ) Plaintiff, ) Case No. 1:08-cv LPS v. ) ) HARRIS STRATEX NETWORKS, INC., ) GUY M. CAMPBELL, HARALD J. Class Action BRAUN, SARAH A. DUDASH, HOWARD ) L. LANCE, and SCOTT T. MIKUEN, ) Defendant. ) ) ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE (EXHIBIT A) EXHIBIT A - PRELIMINARY NOTICE A/ / CASE NO. 1:08-CV LPS

33 Case 1:08-cv LPS Document Filed 06/01/11 Page 31 of 72 Page ID #: 3099 WHEREAS, a class action is pending before the Court entitled Dutton v. Hams Stratex Networks, Inc. et al, Civil Action No. 1:08-cv LPS (the "Litigation"); WHEREAS, the Court has received the Stipulation of Settlement dated May 31, 2011 (the "Stipulation"), which has been entered into by Named Plaintiffs the Rudman Investors Group and the Duluth Teachers' Retirement Fund Association and Defendants% and the Court has reviewed the Stipulation and its attached Exhibits; WHEREAS, the parties having moved, pursuant to Federal Rule of Civil Procedure 23(e), for an order preliminarily approving the settlement of this Litigation in accordance with the Stipulation which, together with the Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the Litigation and for dismissal of the Litigation with prejudice upon the terms and conditions set forth therein; and the Court having read and considered the Stipulation and the Exhibits annexed thereto; and WHEREAS, all capitalized terms contained herein shall have the same meanings as set forth in the Stipulation; NOW, THEREFORE, IT IS HEREBY ORDERED: 1. The Court does hereby preliminarily approve the Stipulation and the settlement set forth therein, subject to further consideration at the Settlement Fairness Hearing described below. 2. This action is certified, for settlement purposes only, as a class action pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure on behalf of a class consisting of all Persons that acquired the common stock of HSTX between January 29, 2007 and July 30, 2008, inclusive, including former shareholders of Stratex Networks, Inc. who acquired shares of HSTX pursuant or traceable to HSTX's Registration Statement and Prospectus that became effective on January 8, Excluded from the Class are the Defendants, their officers and directors at all relevant times, members of their immediate families and their legal 1 Harris Stratex Networks, Inc., Harris Corporation, Guy M. Campbell, Harald J. Braun, Sarah A. Dudash, Howard L. Lance, and Scott T. Mikuen. 1 EXHIBIT A - PRELIMINARY NOTICE CASE NO 1 08-CV LPS A/ /

34 Case 1:08-cv LPS Document Filed 06/01/11 Page 32 of 72 Page ID #: 3100 representatives, heirs, successors or assigns, and any entity in which the Defendants have or had a controlling interest. Also excluded from the Class are those Persons who timely and validly request exclusion from the Class pursuant to the Notice of Pendency and Proposed Settlement of Class Action. 3. The Court has determined preliminarily and for the purpose of settlement that: (a) the Class is so numerous that joinder of all members is impracticable; (b) there are questions of law and fact common to the Class; (c) the claims or defenses of Named Plaintiffs are typical of the claims or defenses of the Class; and (d) Named Plaintiffs will fairly and adequately protect the interests of the Class. The Court further preliminarily finds that the questions of law or fact common to Class Members predominate over any questions affecting individual members, including but not limited to whether HSTX's Registration Statement was false or misleading. The Court also preliminarily finds that a class action is superior to other available methods for the fair and efficient adjudication of this controversy. 4. A hearing (the "Settlement Fairness Hearing") shall be held before this Court [on, at a.m.], at the United States Courthouse, J. Caleb Boggs Federal Building, 844 N. King Street, Courtroom 6B, Wilmington, DE , to determine whether the proposed settlement of the Litigation on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class and should be approved by the Court; whether a Judgment as provided in the Stipulation should be entered herein; whether the proposed Plan of Allocation should be approved; and to determine the amount of fees and expenses that should be awarded to Class Counsel. The Court may adjourn the Settlement Fairness Hearing without further notice to Members of the Class. 5. The Court approves, as to form and content, the Notice of Pendency and Proposed Settlement of Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof of Claim"), and Summary Notice for publication annexed as Exhibits A-1, A-2, and A-3 annexed to the Stipulation, and finds that the mailing and distribution of the Notice and publishing of the Summary Notice substantially in the manner and form set forth therein meet the requirements of Federal Rule of Civil Procedure 23 and due process, and constitute the best notice practicable 2 EXHIBITA - PRELIMINARY NOTICE CASE NO 1 08-CV LPS A/ /

35 Case 1:08-cv LPS Document Filed 06/01/11 Page 33 of 72 Page ID #: 3101 under the circumstances and shall constitute due and sufficient notice to all Persons entitled thereto. 6. Pursuant to Rule 53(c) of the Federal Rules of Civil Procedure, the Court appoints Analytics, Inc. ("Claims Administrator") to supervise and administer the notice procedure as well as the processing of claims as more fully set forth below: (a) The Defendants shall provide a list of the names and last-known addresses of the holders of HSTX stock from January 29, 2007 tlu-ough July 30, 2008 in electronic format to the Claims Administrator, at no cost to the Class, no later than ten (10) calendar days following entry of this order (the "Notice Date") for the purpose of identifying and giving notice to the Class; (b) Not later than fourteen (14) calendar days after obtaining the transfer records and shareholder information in the format specified in lf 6(a) above for purposes of identifying and giving notice to the Class, Class Counsel shall cause a copy of the Notice and the Proof of Claim, substantially in the forms annexed as Exhibits A-1 and A-2, to be mailed by first class mail to all Class Members who can be identified with reasonable effort; (c) Class Counsel shall cause the Summary Notice, substantially in the form annexed as Exhibit A-3 to be published in Investor's Business Daily and issued electronically over a widely-disseminated media wire service on the Internet not later than fourteen (14) business days after the entry of this Order; and (d) At least thirty-five (35) calendar days prior to the Settlement Fairness Hearing, Class Counsel shall cause to be served on Defendants' counsel and filed with the Court proof, by affidavit or declaration, of such mailing and publishing. 7. The Claims Administrator shall use reasonable efforts to give notice to nominee owners such as brokerage firms and other persons or entities who acquired HSTX common stock during the Class Period as record owners but not as beneficial owners. Such nominee purchasers who acquired HSTX common stock between January 29, 2007 and July 30, 2008 shall send the Notice and the Proof of Claim to all beneficial owners of such HSTX common stock within ten (10) calendar days after receipt thereof, or (a) send a list of the names and last known addresses 3 EXHIBIT A - PRELIMINARY NOTICE A/ / CASE NO. 1:08-CV LPS

36 Case 1:08-cv LPS Document Filed 06/01/11 Page 34 of 72 Page ID #: 3102 of such beneficial owners to the Claims Administrator within ten (10) calendar days of receipt thereof, in which event the Claims Administrator shall promptly mail the Notice and the Proof of Claim to such beneficial owners, or (b) request additional copies of this Notice and Proof of Claim form, which will be provided to the nominee purchaser free of charge, and within ten (10) calendar days mail the Notice and Proof of Claim form directly to the beneficial owners of the securities referred to herein. Nominee purchasers who elect to send the Notice and Proof of Claim form to the beneficial owners shall send a statement to the Claims Administrator confirming that the mailing was made as directed. Class Counsel shall, if requested, reimburse banks, brokerage houses or other nominees solely for their reasonable out-of-pocket expenses incurred in providing notice to beneficial owners who are Class Members out of the Class Notice and Administration Fund, which expenses would not have been incurred except for the sending of such notice, subject to further order of this Court with respect to any dispute concerning such compensation. 8. All Members of the Class shall be bound by all determinations and judgments in the Litigation concerning the settlement, whether favorable or unfavorable to the Class. 9. Class Members who wish to participate in the settlement shall complete and submit Proof of Claim forms in accordance with the instructions contained therein. As part of the Proof of Claim, each Class Member shall submit to the jurisdiction of the Court with respect to the claim submitted, and shall (subject to effectuation of the settlement) release all claims as provided in the Stipulation. Unless the Court orders otherwise, all Proof of Claim forms must be postmarked no later than ninety (90) calendar days after the entry of this order. Any Class Member who does not timely submit a Proof of Claim within the time provided for shall be barred from sharing in the distribution of the proceeds of the Net Settlement Fund, unless otherwise ordered by the Court. 10. Any person who desires to request exclusion from the Class shall do so at least twenty-one (21) calendar days prior to the Settlement Hearing. All persons who submit valid and timely requests for exclusion in the manner set forth in the Notice shall have no rights under the Stipulation, shall not share in the distribution of the Net Settlement Fund, and shall not be 4 EXHIBIT A - PRELIMINARY NOTICE CASE NO 1 08-CV LPS A/ /

37 Case 1:08-cv LPS Document Filed 06/01/11 Page 35 of 72 Page ID #: 3103 bound by the Stipulation or the Judgment entered in the Litigation. 11. Any Member of the Class may enter an appearance in the Litigation, at their own expense, individually or through counsel of their own choice. If any Class Member chooses to retain its own counsel, such counsel must file an appearance on the Class Member's behalf no later than twenty-one (21) calendar days prior to the Settlement Fairness Hearing. If they do not enter an appearance, they will be represented by Class Counsel. 12. Any Member of the Class may appear and show cause, if he, she or it has any reason, why the proposed settlement of the Litigation should or should not be approved as fair, reasonable, and adequate, why a judgment should or should not be entered thereon, why the Plan of Allocation should or should not be approved, or why attorneys' fees and expenses should or should not be awarded to Class Counsel. Any Class Member may object in writing to the approval of the terms and conditions of the proposed settlement, or, if approved, the Judgment to be entered thereon approving the same, or the order approving the Plan of Allocation, or the attorneys' fees and expenses to be awarded to Class Counsel. Objection(s) must be mailed on or before twenty-one (21) calendar days prior to the Settlement Fairness Hearing to: the Court; Kirby McInerney LLP; and Bingham McCutchen LLP on behalf of the Defendants, at the following addresses: COURT: Office of the Clerk United States District Court for the District of Delaware 844 N. King Street Unit 18 Wilmington, DE FOR NAMED PLAINTIFFS: IRA M. PRESS KIRBY McINERNEY LLP 825 Third Avenue, 16th Floor New York, NY FOR DEFENDANTS: JOHN D. PERNICK BINGHAM McCUTCHEN LLP Three Embarcadero Center 5 EXHIBIT A - PRELIMINARY NOTICE A/ / CASE NO. 1:08-CV LPS

38 Case 1:08-cv LPS Document Filed 06/01/11 Page 36 of 72 Page ID #: 3104 San Francisco, CA Any such written notice of objection must include (a) a detailed statement of such person's specific objection to any matter before the Court; (b) documents sufficient to show the date(s), price(s), and number(s) of shares of HSTX common stock for all purchases and sales of HSTX common stock by such person during the Class Period; and (c) the grounds for such objections, as well as all documents and writings that such person desires the Court to consider. 13. Any Member of the Class who does not make his, her, or its written objection in the manner provided and/or appear in person or through a representative at the Settlement Fairness Hearing shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness or adequacy of the proposed settlement as set forth in the Stipulation, to the Plan of Allocation, or to the award of attorneys' fees and expenses to Class Counsel, unless otherwise ordered by the Court. 14. Attendance at the Settlement Fairness Hearing is not necessary; however, persons wishing to be heard orally in opposition to the approval of the Stipulation, the Plan of Allocation, and/or the request for attorneys' fees are required to indicate in their written objection their intention to appear at the hearing. Persons who intend to object to the proposed settlement of the Litigation, the Plan of Allocation, and/or counsel's application for an award of attorneys' fees and expenses and desire to present evidence at the Settlement Fairness Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Fairness Hearing. Class Members do not need to appear at the hearing or take any other action to indicate their approval. 15. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court. 16. There shall be no distribution of any of the Settlement Fund to any Class Member until a plan of allocation is finally approved and is affirmed on appeal or certiorari or is no longer 6 EXHIBIT A - PRELIMINARY NOTICE A/ / CASE NO. 1:08-CV LPS

39 Case 1:08-cv LPS Document Filed 06/01/11 Page 37 of 72 Page ID #: 3105 subject to review by appeal or certiorari and the time for any petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired. 17. Class Counsel, or its authorized agent, the Claims Administrator, are authorized and directed to prepare any tax returns to be filed on behalf of or in respect of the Settlement Fund and to cause any Taxes due and owing to be paid from the Settlement Fund, and to otherwise perform all obligations with respect to Taxes and any reportings or filings in respect thereof as contemplated by the Stipulation, without further order of the Court. 18. All papers in support of the settlement, the Plan of Allocation, and the application by Class Counsel for attorneys' fees or reimbursement of expenses shall be filed and served thirty-five (35) calendar days before the Settlement Fairness Hearing. All papers in response to Class Members' objections to the Settlement shall be filed and served seven (7) calendar days before the Settlement Fairness Hearing. 19. Neither the Defendants nor their Related Parties shall have any responsibility for or liability with respect to the Plan of Allocation or any application for attorneys' fees or reimbursement of expenses submitted by Class Counsel, and such matters will be considered separately from the fairness, reasonableness and adequacy of the settlement. 20. At or after the Settlement Fairness Hearing, the Court shall determine whether the Plan of Allocation proposed by Class Counsel, and any application for attorneys' fees or reimbursement of expenses, shall be approved. 21. All reasonable expenses incurred in identifying and notifying Class Members, as well as administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the event the settlement is not approved by the Court, or otherwise fails to become effective, neither the Named Plaintiffs nor Class Counsel shall have any obligation to repay any amounts actually and properly disbursed from the Class Notice and Administration Fund. 22. Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be construed as an admission or concession by Defendants or their Related Parties of the truth of any of the allegations in the Litigation, or of any liability, fault, or wrongdoing of any kind and shall not be construed as, or deemed to be 7 EXHIBIT A - PRELIMINARY NOTICE CASE NO 1 08-CV LPS A/ /

40 Case 1:08-cv LPS Document Filed 06/01/11 Page 38 of 72 Page ID #: 3106 evidence of, or an admission or concession that, Named Plaintiffs or any Class Members have suffered any damages, harm, or loss. 23. In the event that the settlement does not become Final in accordance with the terms of the Stipulation or the Effective Date does not occur, this Order shall be rendered null and void to the extent provided by and in accordance with the Stipulation and shall be vacated and, in such event, all orders entered and releases delivered in connection herewith shall be null and void to the extent provided by, and in accordance with, the Stipulation. 24. The Court reserves the right to continue the Settlement Fairness Hearing without further notice to the Members of the Class, and retains jurisdiction to consider all further applications arising out of, or connected with, the proposed settlement. Should the Court continue the Settlement Fairness Hearing, such a continuance will be reflected in the Court's calendar and accessible via the Court's website. Also, Class Counsel shall publish, over the same widely-disseminated news wire as used to publish the Summary Notice, a press release informing Class Members of the change. The Court may approve the settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate, without further notice to the Class. 25. Pending the Settlement Fairness Hearing, all Members of the Class are enjoined from initiating or prosecuting any actions or claims against any Defendant or Related Party that are within the scope of the Released Claims provided for by the Stipulation. DATED: THE HONORABLE LEONARD P. STARK UNITED STATES DISTRICT JUDGE 8 EXHIBIT A - PRELIMINARY NOTICE CASE NO 1 08-CV LPS A/ /

41 Case 1:08-cv LPS Document Filed 06/01/11 Page 39 of 72 PagelD #: 3107 EXHIBIT A-1

42 Case 1:08-cv LPS Document Filed 06/01/11 Page 40 of 72 PagelD #: 3108 UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE Dutton v. Harris Stratex Networks, Inc. et al Case No.: 1:08-cv LPS This Document Relates To: ALL ACTIONS CLASS ACTION NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION INCLUDING PROPOSED PLAN OF ALLOCATION IMPORTANT LEGAL NOTICE NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT WITH ALL DEFENDANTS, MOTION FOR ATTORNEYS' FEES AND SETTLEMENT HEARING If you acquired Harris Stratex Networks, Inc. ("HSTX"), common stock (Trading Symbol NASDAQ HSTX) from January 29, 2007, through July 30, 2008, inclusive, including if you are a former shareholder of Stratex Networks, Inc. who acquired shares of HSTX pursuant or traceable to HSTX's Registration Statement and Prospectus ("Registration Statement") that became effective on January 8, 2007, you could get a payment from a class action settlement. A federal court authorized this notice. This is not a solicitation from a lawyer. The settlement resolves a federal class action lawsuit (the "Litigation") in which Plaintiffs allege that HSTX, certain of its officers and directors, and Harris Corporation ("Harris") violated the federal securities laws by including materially untrue and/or misleading statements and/or omissions in, among other things, HSTX's Registration Statement and Prospectus that became effective on January 8, 2007 (collectively, the "Registration Statement"). Defendants deny each and every one of Plaintiffs' allegations of wrongdoing or liability. Defendants also deny that Plaintiffs or any Class Member suffered damages or that they were harmed in any way by the conduct alleged in the Consolidated Class Action Complaint ("Consolidated Complaint"). The parties disagree on whether Defendants violated any federal securities laws and whether the alleged violations actually caused any damages to the Class Members, and on the average amount of damages per share that would be recoverable if Named Plaintiffs prevailed on their claims. The federal court has certified, for settlement purposes only, a class consisting of all Persons that acquired the common stock of HSTX between January 29, 2007 and July 30, 2008, inclusive, including former shareholders of Stratex Networks, Inc. who acquired shares of HSTX pursuant or traceable to HSTX's Registration Statement.' The settlement will provide an Eight Million Nine Hundred Thousand Dollar ($8,900,000) cash Settlement Fund 2 for the benefit of investors that acquired the common stock of HSTX between January 29, 2007 and July 30, 2008, inclusive, including former shareholders of Stratex Networks, Inc. who acquired shares of HSTX pursuant or traceable to HSTX's Registration Statement ("Class Members"), and held them until at least after January 30, 2008 or July 30, 2008, depending on the date of purchase. Based on the information currently available to Named Plaintiffs and the analysis performed by their damage consultants, it is estimated that if Class Members submit claims for 100% of the shares eligible for distribution under the Plan of Allocation (described below), the estimated average distribution per share will be approximately $0.29 before deduction of Courtapproved fees and expenses, including the cost of settlement administration. Historically, actual claims rates are less than 100%, which results in higher distributions per share. The Named Plaintiffs in this case are the Rudman Investors Group and the Duluth Teachers' Retirement Fund Association. The defendants are HSTX; former HSTX officers and/or directors Guy M. Campbell, Harald J. Braun, Sarah A. Dudash, Howard L. Lance, and Scott T. Mikuen ("Individual Defendants"); and Harris (collectively, "Defendants"). Your legal rights are affected whether you act or do not act. Read this notice carefully. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT SUBMIT A CLAIM FORM BY The only way to get a payment in this settlement. EXCLUDE YOURSELF FROM THE Get no payment pursuant to this settlement. This is the only option that allows you to be a LAWSUIT BY SUBMITTING AN OPT- part of any other lawsuit against the Defendants and their affiliates involving the claims I Excluded from the Class are the Defendants, their officers and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns, and any entity in which the Defendants have or had a controlling interest. Also excluded from the Class are those Persons who timely and validly request exclusion from the Class pursuant to the procedures explained below. 2 All capitalized ten-is not otherwise defined in this document shall have the meaning provided in the Stipulation of Settlement. F

43 Case 1:08-cv LPS Document Filed 06/01/11 Page 41 of 72 Page ID #: 3109 OUT FORM BY released by this settlement. OBJECT BY Write a letter to the Court objecting to the settlement You must still file a claim if you want to receive payment from the settlement. GO TO A HEARING ON Ask to speak in Court about the settlement. DO NOTHING Get no payment from this settlement. You will also be giving up your rights regarding all claims released by this settlement and any other lawsuit as to the stock issued pursuant to the Registration Statement or acquired during the Class Period. These rights and options and the deadlines to exercise them are explained in this notice. The Court in charge of this case still has to decide whether to approve the settlement. Payments will be made if the Court approves the settlement and after any appeals by Class Members are resolved. Statement of Class Recovery Under the Settlement Pursuant to the settlement described herein, an Eight Million Nine Hundred Thousand Dollar ($8,900,000) cash Settlement Fund has been established. If all Class Members elect to participate in the settlement, Named Plaintiffs estimate that the average recovery per damaged share of HSTX common stock under the settlement is $0.29 before deduction of Court-awarded attorneys' fees and expenses and costs of mailing and administration. Named Plaintiffs intend to seek attorneys' fees of up to twenty-five percent (25%) of the $8,900,000 Settlement Fund, or up to $2,225,000.00, plus expenses incurred in connection with prosecution of this Litigation in the approximate amount of $155, Such requested attorneys' fees and expenses would amount to an average of approximately $0.077 per damaged share of HSTX common stock. In addition, the class recovery will be reduced by costs of mailing and administration (see Question 10 below). Please note that these amounts are only estimates. Depending on the number of claims submitted, when during the Class Period a Class Member purchased or otherwise acquired his or her HSTX common stock, and whether the HSTX common stock was held at the end of the Class Period or sold during the Class Period, and if sold, when shares were sold, an individual Class Member may receive more or less than this average amount. A Class Members actual recovery will be a proportion of the Net Settlement Fund (defined below), determined by that Claimant's recognized loss (i.e., a claim proved by timely submission of a valid Proof of Claim and Release form) as compared to the total recognized losses of all Class Members. This proportional allocation is called "proration." See the Plan of Allocation beginning on Page 6 for more information. Under the relevant securities laws, a Claimant's recoverable damages are limited to the losses attributable to the alleged securities law violations. Losses that resulted from factors other than an alleged securities law violation are not recoverable from the Settlement Fund. For purposes of the settlement herein, a Class Members distribution from the Settlement Fund will be governed by the proposed Plan of Allocation described below at Page 6, or such other Plan of Allocation as may be approved by the Court. Statement of Claims, Issues, Defenses and Potential Outcome of Case Named Plaintiffs allege that the Defendants violated Sections 11 and 15 of the Securities Act of 1933 ("Securities Act") by issuing or participating in the issuance of the Registration Statement. Named Plaintiffs allege that the Registration Statement contained materially untrue or misleading statements or omissions regarding HSTX's total cost of product sales and services, selling and administrative expenses, and assets. Named Plaintiffs also allege that the Defendants violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by issuing allegedly materially false and misleading statements about its financial condition prior to and following its formation in early 2007 through the merger of Stratex Networks, Inc. and the Harris Microwave Communications Division. On July 30, 2008, HSTX announced that it had discovered accounting errors that rendered its previously issued financial statements incorrect which required HSTX to restate reported earnings going back to As a result of the restatement, HSTX announced that its prior financial statements for the first three quarters of fiscal 2008 and the fiscal years 2005 through 2007 should no longer be relied upon and would need to be restated. Named Plaintiffs allege that HSTX's share price fell in reaction to the announcement from $11.24 to $7.35 per share a 34.61% decline in price. The Defendants have at all times denied and continue to deny Named Plaintiffs' allegations. The parties reached the settlement described in this notice after the Court granted in part and denied in part Defendants' motions to dismiss the Consolidated Complaint. Additionally, Ernst & Young, as HSTX's auditor, was alleged in the Consolidated Complaint to have violated Section 11 of the Securities Act. The Court granted Ernst & Young's motion to dismiss that claim. The parties disagree on both liability and damages and do not agree on the average amount of damages per share of HSTX common stock that would be recoverable if Named Plaintiffs were to have prevailed on each claim alleged. At the time the settlement was reached, Named Plaintiffs faced the possibility that the proposed class would not be certified or that some or all of the claims would be dismissed before trial. Had the case gone to trial, Defendants would have asserted that HSTX's Registration Statement fully complied with federal securities laws and did not contain any materially false or misleading statements or omissions. The issues on which the parties disagree include, without limitation: (1) the appropriate economic model for determining the amount by which HSTX common stock was allegedly artificially inflated Of at all) during the Class Period; (2) the amount by which HSTX common stock was allegedly artificially inflated (if at all) during the Class Period; (3) the extent to which the various statements that Named Plaintiffs alleged were materially false or misleading influenced Of at all) the trading prices of HSTX's common stock at various times during the relevant time period; and (4) the extent to which those statements were made with the necessary state of mind to support Plaintiffs' Exchange Act claims. Thus, had this Litigation continued, Named Plaintiffs and the proposed Class faced the possibility that they would not obtain any recovery. This settlement enables the Class to recover a percentage of the alleged damages as calculated by Class Counsel in F

44 Case 1:08-cv LPS Document Filed 06/01/11 Page 42 of 72 Page ID #: 3110 conjunction with their consultants, without incurring any additional risk. As a result, Named Plaintiffs and Class Counsel believe this settlement is a fair and reasonable recovery. Statement of Attorneys' Fees and Costs Sought Class Counsel will move the Court to award attorneys' fees in an amount not greater than twenty-five percent (25%) of the gross Settlement Fund and reimbursement of expenses incurred in connection with the prosecution of this Litigation not to exceed $155,000. The requested fees and expenses would amount to an average of not more than $0.077 per damaged share of HSTX common stock in total for fees and expenses Class Counsel have expended considerable time and effort in the prosecution of this Litigation on a contingent fee basis, and have advanced the expenses of the Litigation, in the expectation that if they were successful in obtaining a recovery for the Class they would be paid from such recovery. In this type of litigation it is customary for counsel to be awarded a percentage of the common fund recovery as their attorneys' fees. See Questions 8-10 below for more information. Class Members are not personally liable for any such fees or expenses. Further Information Further information regarding the Litigation and this Notice of Pendency of Class Action and Proposed Settlement With All Defendants, Motion for Attorneys' Fees and Settlement Hearing (the "Notice") may be obtained by contacting Lead Counsel: Ira M. Press, Esq., Kirby McInerney LLP, 825 Third Avenue, 16th Floor, New York, NY 10022, telephone: The Court has appointed a Claims Administrator, who is also reasonably available to answer questions from Class Members regarding matters contained in this Notice, including submission of Proof of Claim and Release, and from whom additional copies of this Notice and the Proof of Claim and Release forms may be obtained. Reasons for the Settlement Harris Stratex Securities Litigation cio Analytics, Inc. P.O. Box 2004 Chanhassen, MN Named Plaintiffs believe that the proposed settlement is a good recovery and is in the best interests of the Class. The principal reason for the settlement is the benefit to be provided to the Class now. This benefit must be compared to the risk that no recovery might be achieved after a contested trial and likely appeals, possibly years into the future. Named Plaintiffs further considered, after conducting a substantial investigation into the facts of this case, the risks to proving liability and damages and if successful in doing so, whether a larger judgment could ultimately be collected. For Defendants, who deny all allegations of wrongdoing or liability whatsoever, the principal reason for the settlement is to eliminate the expense, risks, and uncertain outcome of the litigation. [END OF COVER PAGE] NOTICE OF SETTLEMENT FAIRNESS HEARING NOTICE IS HEREBY GIVEN, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the District of Delaware (the "Court") dated 2011, that a hearing will be held before the Honorable Leonard P. Stark in the United States Courthouse, J. Caleb Boggs Federal Building, 844 N. King Street, Courtroom 6B, Wilmington, DE , at _j _.m., on 2011 (the "Final Approval Hearing") to determine whether the proposed settlement of this Litigation as set forth in the Stipulation, is fair, reasonable and adequate and to consider the proposed Plan of Allocation for the Settlement proceeds and the application of Class Counsel for attorneys' fees and reimbursement of expenses. The Court, by Order dated 2011, has conditionally certified a plaintiff settlement Class consisting of all Persons that acquired the common stock of HSTX between January 29, 2007 and July 30, 2008, inclusive, including forrner shareholders of Stratex Networks, Inc. who acquired shares of HSTX pursuant or traceable to HSTX's Registration Statement. Excluded from the Class are the Defendants, their officers and directors at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns, and any entity in which the Defendants have or had a controlling interest. 1. How can I get a payment? HOW YOU GET A PAYMENT SUBMITTING A PROOF OF CLAIM FORM To qualify for a payment, you must send in a Proof of Claim and Release form ("Claim Form"). A Claim Form is being circulated with this Notice. You may also get a Claim Form on the Internet at Read the instructions carefully, till out the Claim Form, include all the documents the form asks for, sign it, and mail it postmarked no later than 2. When would I get my payment? The Court will hold a hearing on to decide whether to approve the settlement. If the Court approves the settlement, after that, there may be appeals by Class Members. Resolving appeals can take time, perhaps more than a year. It also takes time for all the Claim Forms to be processed. A

45 Case 1:08-cv LPS Document Filed 06/01/11 Page 43 of 72 Page ID #: What am I giving up to get a payment? Unless you specifically exclude yourself, you will be treated as a member of this class action. This means that upon the Effective Date, you will relinquish all Released Claims against the Released Persons. These terms are defined below: "Released Claims" shall mean any and all claims, debts, demands, rights, liabilities and causes of action of every nature and description whatsoever (including, but not limited to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or common law, or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or unliquidated, at law or in equity, matured or unmatured, including, without limitation, claims arising under Sections 11 and 15 of the Securities Act of 1933, or claims arising under Sections 10(b) and 20(a) of the Exchange Act of 1934, claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, whether class or individual in nature including both known claims and Unknown Claims, whether or not concealed or hidden: (1) that have been asserted in this Litigation by the Named Plaintiffs or any Class Member against any of the Settling Parties or Related Parties; or (H) that could have been asserted in any forum by the Named Plaintiffs or any Class Member against any of the Settling Parties or Related Parties and which arose out of the purchase, sale, or any other transaction related to HSTX stock between January 29, 2007 through July 30, 2008, inclusive. "Released Persons" means each and all of the Defendants and each and all of their Related Parties. "Related Parties" means each Defendant's past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, agents, controlling shareholders, attorneys, accountants, auditors, advisors, investment advisors, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, related or affiliated entities, any entity in which a Defendant has or had a controlling interest, and the Individual Defendants' immediate families and their legal representatives, heirs, successors or assigns, or any trust of which an Individual Defendant is the settlor or which is for the benefit of an Individual Defendant's family. The "Effective Date" will occur when an order entered by the Court approving the settlement becomes final and not subject to appeal. The Settling Parties disagree on the amount of damages, if any, which would have been recoverable had Named Plaintiffs prevailed on all Claims in this litigation. Plaintiffs contend that the misrepresentations and omissions alleged in the Consolidated Complaint were the direct cause of the artificial inflation and eventual decline in HSTX's stock price and caused Named Plaintiffs and the Class to be damaged. Named Plaintiffs further contend that all of the alleged stock declines are fully attributable to the alleged misrepresentations and omissions set forth in the Consolidated Complaint. Defendants contend that the alleged misrepresentations and/or omissions did not cause a decline in HSTX's stock price and, therefore, Plaintiffs and the Class have not been damaged. Defendants would argue that, at most, only a small portion of HSTX's stock price decline could be attributed to the allegedly false and/or misleading statements and/or omissions in HSTX's Registration Statement. If you remain a Member of the Class, all of the Court's orders will apply to you and legally bind you. EXCLUDING YOURSELF FROM THE SETTLEMENT If you do not want a payment from this settlement, but you want to keep any right you may have to sue or continue to sue the Defendants and the other Related Parties in some other lawsuit as to the Released Claims in this lawsuit, then you must take steps to remove yourself from this lawsuit. This is called excluding yourself from or "opting out" of the Class. If more than a certain percentage of Class Members opt out or exclude themselves from the Class, Defendants may withdraw from and terminate the settlement. 4. How do I exclude myself from the proposed settlement? To exclude yourself from the Class, you must send a signed letter by mail stating that you "request exclusion from the Class in Dutton v. Harris Stratex Networks, Inc. et al, Civil Action No. 1:08-cv LPS." Your letter must state the date(s), price(s), and number of shares of all your purchases and sales of HSTX common stock during the Class Period. In addition, be sure to include your name, address, telephone number, and signature. You must mail your exclusion request postmarked no later than to: Harris Stratex Securities Litigation EXCLUSIONS c/o Analytics, Inc. P.O. Box 2004 Chanhassen, MN You cannot exclude yourself by telephone or by . If you ask to be excluded, you will not get any settlement payment and you cannot object to the settlement. You will not be legally bound by anything that happens in this lawsuit, and you may be able to sue (or continue to sue) the Defendants and the other Related Parties in the future. if you exclude yourself, do not send in a Claim Form to ask for any money. 5. If I do not exclude myself from the settlement, can I sue the Defendants and the other Related Parties later for the same alleged conduct? No. Unless you exclude yourself, you give up any rights to sue the Defendants and the other Related Parties for any and all Released Claims. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is.4i

46 Case 1:08-cv LPS Document Filed 06/01/11 Page 44 of 72 Page ID #: If I exclude myself from the settlement, can I get money from the proposed settlement? No, but you may exercise any right you may have to sue, continue to sue, or be part of a different lawsuit against the Defendants and the other Related Parties. 7. What happens if I do nothing at all? IF YOU DO NOTHING The judgment of the Court will be binding upon you if you do nothing. You will get no money from this settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against the Defendants and the other Related Parties about the Released Claims in this case, ever again. To share in the Net Settlement Fund, you must submit a Claim Form (see Question 1). To start, continue, or be a part of any other lawsuit against the Defendants and the other Related Parties about the Released Claims in this case, you must exclude yourself from this Class (see Question 4). 8. Do I have a lawyer in this case? THE LAWYERS REPRESENTING CLASS MEMBERS The Court ordered that the law firm of Kirby McInerney LLP represent all Class Members. Additional plaintiffs' counsel for the class are the law firms of Kaplan Fox & Kilsheimer LLP and Lockridge Grindal Nauen P.L.L.P. These lawyers are called Class Counsel. You will not be separately charged for these lawyers. The Court will determine the amount of Class Counsel's fees and expenses, which will be paid from the gross Settlement Fund. ff you want to be represented by your own lawyer, you may hire one at your own expense. 9. How will Class Counsel be paid? Class Counsel will move the Court to award plaintiffs' counsel's attorneys' fees from the gross Settlement Fund in a total amount not greater than twenty-five percent (25%) of the gross Settlement Fund and reimbursement of their expenses in an amount no greater than $155,000, plus interest on such expenses may be sought. 10. How will the notice costs and expenses be paid? Class Counsel are authorized by the Stipulation to pay the Claims Administrator's fees and expenses incurred in connection with giving notice, administering the settlement, and distributing the settlement proceeds to the members of the Class. The Claims Administrator's fees and expenses will be paid out of the gross Settlement Fund and are estimated not to exceed $500,000. OBJECTING TO THE SETTLEMENT You can tell the Court that you do not agree with the settlement or some part of it. 11. How do I object to the settlement? If you are a Class Member, you can object to the settlement or any of its terms, the proposed Plan of Allocation, and/or the application by Class Counsel for an award of fees and expenses. You may write to the Court setting out your objection(s). You should state reasons why you think the Court should not approve any or all of the settlement terms or arrangements. You must object in writing by sending a signed letter stating that you object to the proposed settlement in Dutton v. Harris Stratex Networks, Inc. et al, Civil Action No. 1:08-cv LPS. Your objection must include a cover page identifying this case name and number and naming the hearing date of at in Courtroom 6B. Be sure to include your name, address, telephone number, and signature. Any such written notice of objection must include (a) a detailed statement of such person's specific objection to any matter before the Court; (b) documents sufficient to show the date(s), price(s), and number(s) of shares of HSTX common stock for all purchases and sales of HSTX common stock by such person during the Class Period; and (c) the grounds for such objections, as well as all documents and writings that such person desires the Court to consider. Your objection must be postmarked on or before to the Court; Kirby McInerney LLP on behalf of the Named Plaintiffs; and Bingham McCutchen LLP on behalf of the Defendants at the following addresses: COURT: FOR NAMED PLAINTIFFS: Office of the Clerk RAM. PRESS United States District Court for the District of Delaware KIRBY McINERNEY LLP 844 N. King Street Unit Third Avenue, 16th Floor Wilmington, DE New York, NY FOR DEFENDANTS: JOHN D. PERNICK BINGHAM McCUTCHEN LLP Three Embarcadero Center A/

47 Case 1:08-cv LPS Document Filed 06/01/11 Page 45 of 72 Page ID #: 3113 San Francisco, CA You do not need to go to the Settlement Hearing to have your written objection considered by the Court. 12. What is the difference between objecting to the settlement and excluding myself from the settlement? Objecting is simply telling the Court that you do not like something about the proposed settlement. You can object only if you remain in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you. THE COURT'S SETTLEMENT HEARING The Court will hold a hearing to decide whether to approve the proposed settlement. You may attend and you may ask to speak, but you do not have to. 13. When and where will the Court decide whether to approve the proposed settlement? The Court will hold a Settlement Hearing at on, at the United States Courthouse, J. Caleb Boggs Federal Building, 844 N. King Street, Courtroom 6B, Wilmington, DE At this hearing, the Court will consider whether the settlement is fair, reasonable, and adequate. At the Settlement Hearing, the Court also will consider the proposed Plan of Allocation for the proceeds of the settlement and the application of Class Counsel for attorneys' fees and reimbursement of expenses. The Court will take into consideration any written objections mailed in accordance with the instructions in the answer to Question 11. The Court also will listen to people who seek to speak at the hearing, but decisions regarding the conduct of the hearing will be made by the Court. See Question 11 for more information about speaking at the hearing. The Court will also decide how much to pay to Class Counsel. After the hearing, the Court will decide whether to approve the settlement. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Hearing. Thus, if you want to come to the hearing, you should check with Class Counsel before coming to be sure that the date and/or time has not changed. 14. Are there more details about the proposed settlement? GETTING MORE INFORMATION This Notice summarizes the proposed settlement. For a more detailed statement of the matters involved in this Litigation, reference is made to the pleadings, to the Stipulation of Settlement dated May 31, 2011 (the "Stipulation"), to the Orders entered by the Court and to the other papers filed in the Litigation, which may be inspected at the Office of the Clerk of the United States District Court for the District of Delaware, 844 N. King Street Unit 18, Wilmington, DE 19801, during regular business hours. These documents are also available at the Claims Administrator's website at You also can call the Claims Administrator toll free at (855) ; write to the Claims Administrator at Harris Stratex Securities Litigation, Claims Administrator, c/o Analytics, Inc., P.O. Box 2004, Chanhassen, MN ; or visit the website at where you will find a Claim Form. PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS This Plan of Allocation has been prepared by Named Plaintiffs and Class Counsel. The $8,900,000 cash Settlement Amount and the interest earned thereon shall be the gross Settlement Fund. The gross Settlement Fund, less all taxes and approved costs, fees, and expenses (the "Net Settlement Fund") shall be distributed to Members of the Class who submit acceptable Claim Forms ("Authorized Claimants"). The Claims Administrator shall determine each Authorized Claimant's pro rata share of the Net Settlement Fund based upon each Authorized Claimant's recognized loss. The recognized loss formula is not intended to be an estimate of the amount a Class Member might have been able to recover after a trial, nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the settlement. The recognized loss formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Authorized Claimants. The following proposed Plan of Allocation reflects the allegations in the Consolidated Complaint that Defendants made materially untrue and misleading statements and omissions in the Registration Statement, resulting in violations of Sections 11 and 15 of the Securities Act of The Consolidated Complaint alleges that these misrepresentations resulted in the artificial inflation of the prices of HSTX's publicly traded common stock during the Class Period from January 29, 2007 to July 30, The Consolidated Complaint further alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder based on allegedly false and misleading statements in HSTX's press releases, SEC filings, conference calls, and presentations for its fiscal years 2007 and Defendants deny that they did anything wrong. Each Authorized Claimant shall be paid based on the percentage of the Net Settlement Fund that each Authorized Claimant's recognized loss bears to the total of the recognized losses of all Authorized Claimants (the "Pro Rata Share"). /

48 Case 1:08-cv LPS Document Filed 06/01/11 Page 46 of 72 Page ID #: 3114 Shares with recognizable losses are those shares of HSTX common stock acquired from January 29, 2007, through July 30, 2008, inclusive, and held at least until after January 30, 2008 or July 30, 2008, depending on the dates of purchase as set forth immediately below. Plan of Allocation Purchased and/or Acquired between January 29, 2007 and January 30, 2008, and: A. sold before January 31, 2008, recognized damages are $0.00 (zero); B. sold between January 31, 2008 and July 30, 2008, recognized damages shall be $0.24 per share; C. held as of the close of business on July 30, 2008, recognized damages shall be $1.58 per share. 11. Shares Purchased andfor Acquired between January 31, 2008 and July 30, 2008, and: A. sold before July 30, 2008 are $0.00 (zero); B. sold between July 31, 2008 and October 28, 2008, recognized damages are the lesser of: i) the purchase price minus the average price between July 31, 2008 and the date of sale; or fi) $1.34; C. held as of the close of business on October 28, 2008, recognized damages are the lesser of: i) the purchase price minus $7.81; or ift $1.34 per share. In the event a Class Member has more than one purchase or sale of HSTX common stock, all purchases and sales shall be matched on a first in, first out (FIFO) basis. Class Period sales will be matched first against any HSTX shares held at the beginning of the Class Period and then against purchases in chronological order. A purchase or sale of HSTX common stock shall be deemed to have occurred on the "contract" or "trade" date as opposed to the "settlement" or "payment" date. The receipt or grant by gift, devise, or operation of law of HSTX common stock during the Class Period shall not be deemed a purchase or sale of HSTX common stock for the calculation of an Authorized Claimant's recognized loss, nor shall it be deemed an assignment of any claim relating to the purchase of such shares unless specifically provided in the instrument of gift or assignment. To the extent a Claimant had a gain from his, her, or its overall transactions in HSTX common stock during the Class Period, the value of the recognized loss will be zero. To the extent that a Claimant suffered an overall loss on his, her, or its overall transactions in HSTX common stock during the Class Period, but that loss was less than the recognized loss calculated above, then the recognized loss shall be limited to the amount of the actual loss. There shall be no recognized loss on short sales of HSTX common stock during the Class Period, however, any recognized gains with respect to short sales shall be offset against recognized losses on other transactions. The following defined terms shall be used to describe the process the Claims Administrator shall use to determine whether a Claimant had a gain or suffered a loss in overall transactions in HSTX common stock during the Class Period: the "Total Purchase Amount" is the total amount paid by the Claimant for all HSTX common stock acquired during the Class Period less commissions and fees; the "Sales Proceeds" means the amount received for sales of shares of HSTX common stock sold by the Claimant during the Class Period less commissions and fees; and "Holding Value means the monetary value assigned to the shares of HSTX common stock acquired by the Claimant during the Class Period and still held by the Claimant as of the close of trading on October 28, The difference between the Total Purchase Amount and the sum of Sales Proceeds and Holding Value will be deemed a Claimant's gain or loss on his, her, or its overall transactions in HSTX common stock during the Class Period. Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund based on his, her, or its recognized loss as compared to the total recognized losses of all Authorized Claimants. Class Members who do not submit acceptable Claim Forms will not share in the settlement proceeds. Class Members who do not either submit a request for exclusion or submit an acceptable Claim Form will nevertheless be bound by the settlement and the order and final judgment of the Court dismissing this Litigation. Distributions will be made to Authorized Claimants after all claims have been processed for those claims with Pro Rata Shares of $10.00 or more after the Court has finally approved the settlement. If any funds remain in the Net Settlement Fund by reason of uncashed distributions or otherwise, then after the Claims Administrator has made reasonable and diligent efforts to have Class Members who are entitled to participate in the distribution of the Net Settlement Fund cash their distributions, any balance remaining in the Net Settlement Fund six (6) months after the inifial distribution of such funds shall be redistributed to Class Members who have cashed their initial distributions and who would receive at least $10.00 from such redistribution, after payment of any unpaid costs or fees incurred in administering the Net Settlement Fund for such redistribution. If after six months after such redistribution any funds shall remain in the Net Settlement Fund, then such balance shall be donated to the Second Harvest Food Bank of Santa Clara and San Mateo Counties, unless the Second Harvest Food Bank of Santa Clara and San Mateo Counties is unwilfing or unable to accept the donation, in which event such balance shall be donated to a non-sectarian charitable organization designated by the Court. Named Plaintiffs, Defendants, their respective counsel, and all other Related Parties shall have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, or the Plan of Allocation; the determination, administration, calculation, or payment of any claim or nonperformance of the Claims Administrator; the payment or withholding of taxes owed by the Settlement Fund; or any losses incurred in connection therewith. F

49 Case 1:08-cv LPS Document Filed 06/01/11 Page 47 of 72 Page ID #: 3115 SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES if you acquired common stock of HSTX (CUSIP# 41457P106; ticker symbol NASDAQ: HSTX) from January 29, 2007, to July 30, 2008, inclusive, for the beneficial interest of a person or organization other than yourself, the Court has directed that WITHIN TEN DAYS OF YOUR RECEIPT OF THIS NOTICE, you either (a) provide to the Claims Administrator the name and last known address of each person or organization for whom or which you acquired HSTX common stock during such time period or (b) request additional copies of this Notice and the Claim Form, which will be provided to you free of charge, and within ten days mail the Notice and Claim Form directly to the beneficial owners of that HSTX common stock. If you choose to follow alternative procedure (b), the Court has directed that upon such mailing, you send a statement to the Claims Administrator confirming that the mailing was made as directed. You are entitled to reimbursement from the Settlement Fund of your reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expense and the cost of ascertaining the names and addresses of beneficial owners. Those expenses will be paid upon request and submission of appropriate supporting documentation. All communications concerning the foregoing should be addressed to the Claims Administrator: Harris Stratex Securities Litigation c/o Analytics, Inc. P.O. Box 2004 Chanhassen, MN (855) If you choose to mail the Notice and Claim Form yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing. Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed 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 Claim Form and which would not have been incurred but for the obligation to forward the Notice and Claim Form, upon submission of appropriate documentation to the Claims Administrator. DATED: BY ORDER OF THE COURT UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE F

50 Case 1:08-cv LPS Document Filed 06/01/11 Page 48 of 72 PagelD #: 3116 EXHIBIT A-2

51 1 Case 1:08-cv LPS Document Filed 06/01/11 Page 49 of 72 PagelD #: 3117 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ) KAREN DUTTON, Individually and on behalf of ) all Others Similarly Situated, Plaintiff, ) v. ) Case No. 1:08-cv LPS HARRIS STRATEX NETWORKS, INC., GUY ) M. CAMPBELL, HARALD J BRAUN, SARAH ) Class Action A. DUDASH, HOWARD L. LANCE, and SCOTT T. MIKUEN, ) Defendants. ) ) ) ) ) ) ) ) PROOF OF CLAIM AND RELEASE (EXHIBIT A-2)

52 Case 1:08-cv LPS Document Filed 06/01/11 Page 50 of 72 Page ID #: GENERAL INSTRUCTIONS (a) To recover as a Member of the Settlement Class based on your claims in the action entitled Dutton v. Harris Stratex Network, Inc. et al, Case No. 1:08-cv LPS (the "Litigation"), you must complete and, on page 11 hereof, sign this Proof of Claim and Release. If you fail to file a properly addressed (as set forth in paragraph (c) below) Proof of Claim and Release, your claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund created in connection with the proposed settlement of the Litigation. (b) Submission of this Proof of Claim and Release, however, does not assure that you will share in the proceeds of settlement in the Litigation. (c) YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE POSTMARKED ON OR BEFORE, 2011, ADDRESSED AS FOLLOWS: Harris Stratex Securities Litigation c/o Analytics, Inc. P.O. Box 2004 Chanhassen, MN If you are NOT a Member of the Settlement Class, as defined in the Notice of Pendency and Proposed Settlement of Class Action ("Notice"), DO NOT submit a Proof of Claim and Release form. (d) If you are a Member of the Settlement Class, you are bound by the terms of any judgment entered in the Litigation, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE FORM. II. DEFINITIONS (a) "Defendants" means HSTX, Harris, and the Individual Defendants, as defined below. (b) (c) "Harris" means Harris Corporation. "HSTX" means Harris Stratex Networks, Inc., now called Aviat Networks, Inc. 1 EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. 1:08-cv LPS A/ ,2

53 Case 1:08-cv LPS Document Filed 06/01/11 Page 51 of 72 PagelD #: 3119 (d) "Individual Defendants" means Guy M. Campbell, Harald J. Braun, Sarah A. Dudash, Howard L. Lance, and Scott T. Mikuen. (e) "Released Persons" means each and all of the Defendants and each and all of their Related Parties. III. CLAIMANT IDENTIFICATION (a) If you purchased or acquired HSTX securities and held the certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, the certificate(s) 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. (b) Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record ("nominee"), if different from the beneficial purchaser of HSTX securities which form the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S) OR ACQUIRER(S), OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OR ACQUIRER(S) OF THE HSTX SECURITIES UPON WHICH THIS CLAIM IS BASED. (c) 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. IV. CLAIM FORM (a) Use Part II of this form entitled "Schedule of Transactions in HSTX Securities" to supply all required details of your transaction(s) in HSTX securities. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same font/. Sign and print or type your name on each additional sheet. 2 EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. I:08-cv LPS A

54 Case 1:08-cv LPS Document Filed 06/01/11 Page 52 of 72 Page ID #: 3120 (b) On the schedules, provide all of the requested information with respect to all of your purchases or acquisitions and all of your sales of HSTX securities which took place at any time between and including January 29, 2007 and July 30, 2008 (the "Class Period"), whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim. (c) List each transaction in the Class Period 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. (d) Broker confirmations or other documentation of your transactions in HSTX 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. (e) The above requests are designed to provide the minimum amount of information necessary to process the most simple claims. The Claims Administrator may request additional information as required to efficiently and reliably calculate your losses. hi some cases where the Claims Administrator cannot perform the calculation accurately or at a reasonable cost to the Class with the information provided, the Claims Administrator may condition acceptance of the claim upon the production of additional information and/or the hiring of an accounting expert at the claimant's cost. 3 EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. 1:08-cv LPS A

55 Case 1:08-cv LPS Document Filed 06/01/11 Page 53 of 72 PagelD #: 3121 UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE Dutton v. Harris Stratex Networks, Inc. et al Case No. 1:08-cv LP5 PROOF OF CLAIM AND RELEASE Must Be Postmarked No Later Than:, 2011 Please Type or Print PART I: CLAIMANT IDENTIFICATION Beneficial Owner's Name (First, Middle, Last) Street Address City State Zip Code Foreign Province Foreign Country Individual Social Security Number or Taxpayer Identification Number Corporation/Other 4 EXH1BIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. 1:08-cv LPS A

56 Case 1:08-cv LPS Document Filed 06/01/11 Page 54 of 72 Page ID #: 3122 Area Code Telephone Number (work) Area Code Telephone Number (home) Record Owner's Name (if different from beneficial owner listed above) 5 EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. 1:08-cv LPS A

57 Case 1:08-cv LPS Document Filed 06/01/11 Page 55 of 72 PagelD #: 3123 PART II: SCHEDULE OF TRANSACTIONS IN HSTX SECURITIES A. Number of shares of HSTX common stock held at the beginning of trading on January 29, 2007: B. Purchases or Acquisitions of HSTX common stock in the Class Period (January 29, 2007 October 28, 2008, inclusive): Number of Purchase or Trade Date Shares Acquisition Total Mo. Day Year Purchased or Acquired Price Per Purchase or Acquisition Share Price (less commissions and fees) C. Sales of HSTX common stock (January 29, 2007 October 28, 2008, inclusive): Number of Trade Date Shares Sale Price Total Mo. Day Year Sold Per Share Sales Price (less commissions and fees) D. Number of shares of HSTX common stock held at the close of trading on July 30, 2008: E. Number of shares of HSTX common stock held at the close of trading on October 28, 2008: 6 EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. I:08-cv LPS A

58 Case 1:08-cv LPS Document Filed 06/01/11 Page 56 of 72 PagelD #: 3124 If you require additional space, attach extra schedules in the same fofinat as above. Sign and print your name on each additional page. YOU MUST READ AND SIGN THE RELEASE ON PAGE 11. V. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS I submit this Proof of Claim and Release under the terms of the Stipulation of Settlement dated as of May 31, 2011 ("Stipulation") described in the Notice. I also submit to the jurisdiction of the United States District Court for the District of Delaware, with respect to my claim as a Class Member (as defined in the Notice) and for purposes of enforcing the release set forth herein. I further acknowledge that I am bound by and subject to the terms of any judgment that may be entered in the Litigation. I agree to fiirnish additional information to Class Counsel to support this claim if required to do so. I have not submitted any other claim covering the same purchases, acquisitions or sales of HSTX securities during the Class Period and know of no other Person having done so on my behalf. VI. RELEASE (a) I hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, release, relinquish and discharge, all of the Released Claims against each and all of the Defendants and each and all of their "Related Parties," defined as each Defendant's past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, agents, controlling shareholders, attorneys, accountants, auditors, advisors, investment advisors, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, related or affiliated entities, any entity in which a Defendant has or had a controlling interest, and the Individual Defendants' immediate families and their legal representatives, heirs, successors or assigns, or any trust of which an Individual Defendant is the settlor or which is for the benefit of an Individual Defendant's family. 7 EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. I:08-cv LPS A/ ,2

59 Case 1:08-cv LPS Document Filed 06/01/11 Page 57 of 72 Page ID #: 3125 (b) "Released Claims" shall mean any and all claims, debts, demands, rights, liabilities and causes of action of every nature and description whatsoever (including, but not limited to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or common law, or any other law, rule or regulation, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, including, without limitation, claims arising under Sections 11 and 15 of the Securities Act of 1933, or claims arising under Sections 10(b) and 20(a) of the Exchange Act of 1934, claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, whether class or individual in nature including both known claims and Unknown Claims (as defined below), whether or not concealed or hidden: (i) that have been asserted in this Litigation by the Named Plaintiffs or any Class Member against any of the Settling Parties or Related Parties; or (ii) that could have been asserted in any forum by the Named Plaintiffs or any Class Member against any of the Settling Parties or Related Parties and which arose out of the purchase, sale, or any other transaction related to HSTX stock between January 29, 2007 through July 30, 2008, inclusive. (c) "Unknown Claims" means any and all Released Claims which Named Plaintiffs or any Class Member does 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 decision(s) with respect to the settlement set forth in this Stipulation. With respect to any and all Released Claims, the Settling Parties stipulate and agree that upon the Effective Date, the Named Plaintiffs shall expressly waive, and each Class Member shall be deemed to have waived, and by operation of the Final 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 Cal. Civ. Code 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 8 EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. I:08-cv LPS A

60 Case 1:08-cv LPS Document Filed 06/01/11 Page 58 of 72 Page ID #: 3126 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. Named Plaintiffs and Defendants acknowledge, and the Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of Unknown Claims in the definition of Released Claims was separately bargained for and was a key element of the settlement set forth in the Stipulation (d) This release shall be of no force or effect unless and until the Court approves the Stipulation and it becomes effective on the Effective Date. (e) I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof. (f) I (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions in fis-rx securities that occurred during the Class Period as well as the number of shares of HSTX securities held by me (us) at the opening of trading on January 29, 2007, and at the close of trading on July 30, EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. I:08-cv LPS A

61 Case 1:08-cv LPS Document Filed 06/01/11 Page 59 of 72 Page ID #: 3127 SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number ("TIN") and Certification PART I NAME: Check appropriate box: 0 Individual/Sole Proprietor 0 Pension Plan O o Corporation 0 Partnership 0 Trust IRA 0 Other Enter TIN on appropriate line. o For individuals, this is your Social Security Number ("SSN"). o For sole proprietors, you must show your individual name, but you may also enter your business or "doing business as" name. You may enter either your SSN or your Employer Identification Number ("EIN"). o For other entities, it is your EIN. _-_- or Social Security Number Employer Identification Number PART II For Payees Exempt from Backup Withholding If you are exempt from backup withholding, enter your correct TIN in Part I and write "exempt" on the following line: 10 EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. I:08-cv LPS A

62 Case 1:08-cv LPS Document Filed 06/01/11 Page 60 of 72 PagelD #: 3128 PART III Certification UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT: 1. The number shown on this form is my correct TIN; and 2. I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(c) of the Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) have not been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to backup withholding NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross out Item 2 above. SEE ENCLOSED FORM W-9 INSTRUCTIONS The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding. I declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct. Executed this day of (Month/Year) in (City) (State/Country) (Sign your name here) (Type or print your name here) (Capacity of person(s) signing, e.g., Beneficial Purchaser or Acquirer, Executor or Administrator) 11 EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. I:08-cv LPS P

63 Case 1:08-cv LPS Document Filed 06/01/11 Page 61 of 72 PagelD #: 3129 ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. Reminder Checklist: 1. Please sign the above release and declaration. 2. Remember to attach supporting documentation, if available. 3. Do not send original stock certificates. 4. Keep a copy of your claim form for your records. 5. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested. address below: 6. If you move, please send your new address to the Claims Administrator at the Harris Stratex Securities Litigation c/o Analytics, Inc. P.O. Box 2004 Chanhassen, MN EXHIBIT A-2 - PROOF OF CLAIM & RELEASE CASE NO. 1:08-cv LPS A/

64 Case 1:08-cv LPS Document Filed 06/01/11 Page 62 of 72 PagelD #: 3130 EXHIBIT A-3

65 Case 1:08-cv LPS Document Filed 06/01/11 Page 63 of 72 PagelD #: 3131 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ) KAREN DUTTON, Individually and on ) behalf of all Others Similarly Situated, ) Plaintiff, ) Case No. 1:08-cv LPS v. ) ) HARRIS STRATEX NETWORKS, INC., ) GUY M. CAMPBELL, HARALD J. ) Class Action BRAUN, SARAH A. DUDASH, HOWARD ) L. LANCE, and SCOTT T. MIKUEN, ) Defendants. ) ) SUMMARY NOTICE (EXHIBIT A-3) EXHIBIT A-3 - SUMMARY NOTICE 1 CASE NO. 1:08-CV LPS N

66 Case 1:08-cv LPS Document Filed 06/01/11 Page 64 of 72 PagelD #: 3132 TO: ALL PERSONS WHO ACQUIRED THE PUBLICLY-TRADED COMMON STOCK OF HARRIS STRATEX NETWORKS, INC. ("HSTX") (TRADING SYMBOL NASDAQ: HSTX) BETWEEN JANUARY 29, 2007 AND JULY 30, 2008, INCLUSIVE, INCLUDING FORMER SHAREHOLDERS OF STRATEX NETWORKS, INC. WHO ACQUIRED SHARES OF HSTX PURSUANT OR TRACEABLE TO HSTX'S REGISTRATION STATEMENT AND PROSPECTUS THAT BECAME EFFECTIVE ON JANUARY 8,2007: YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court for the District of Delaware, that a hearing will be held on [, at 1, before the Honorable Leonard P. Stark at the United States Courthouse, J. Caleb Boggs Federal Building, 844 N. King Street, Courtroom 6B, Wilmington, DE , for the purpose of determining (1) whether the proposed settlement for the sum of Eight Million Nine Hundred Thousand Dollars ($8,9000,000) in cash should be approved by the Court as fair, reasonable and adequate; (2) whether, after the hearing, this Litigation should be dismissed with prejudice pursuant to the terms and conditions set forth in the Stipulation of Settlement dated as of May 31, 2011; (3) whether the Plan of Allocation is fair, reasonable, and adequate and should be approved; and (4) whether the application of Class Counsel for the payment of attorneys' fees and reimbursement of expenses incurred in this Litigation should be approved. If you acquired the publicly-traded common stock of HSTX between January 29, 2007 and July 30, 2008, inclusive, your rights may be affected by the settlement of this Litigation. If you have not received a detailed Notice of Pendency and Proposed Settlement of Class Action ("Notice") and a copy of the Proof of Claim and Release, you should obtain copies by writing to Dutton v. Harris Stratex Networks, Inc. et al, Claims Administrator, c/o Analytics, Inc., P.O. Box 2004, Chanhassen, MN or by visiting the website of the Claims Administrator at The Notice contains details about this Litigation and settlement, including what you must do to exclude yourself from the settlement, object to the terms of the settlement, or file a Proof of Claim If you are a Class Member, in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release postmarked no later than, establishing that you are entitled to recovery. EXHIBIT A-3 - SUMMARY NOTICE 2 CASE NO. 1:08-CV LPS

67 Case 1:08-cv LPS Document Filed 06/01/11 Page 65 of 72 PagelD #: 3133 If you desire to be excluded from the Class, you must submit a Request for Exclusion postmarked by, in the manner and form explained in the detailed Notice referred to above. All Members of the Class who have not timely and validly requested exclusion from the Class will be bound by any judgment entered in the Litigation pursuant to the terms and conditions of the Stipulation of Settlement. Your objection(s) must be mailed on or before to: the Court; Kirby McInerney LLP; and Bingham McCutchen LLP on behalf of the Defendants, at the following addresses: COURT: Office of the Clerk United States District Court for the District of Delaware 844 N. King Street Unit 18 Wilmington, DE FOR NAMED PLAINTIFFS: IRA M. PRESS KIRBY McINERNEY LLP 825 Third Avenue, 16th Floor New York, NY FOR DEFENDANTS: JOHN D. PERNICK BFNGHAM McCUTCHEN LLP Three Embarcadero Center San Francisco, CA PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE. If you have any questions about the settlement, you may contact Class Counsel for Named Plaintiffs and the Class at the address listed above. DATED: BY ORDER OF THE COURT UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE EXHIBIT A-3 - SUMMARY NOTICE 3 CASE NO. 1:08-CV LPS A

68 Case 1:08-cv LPS Document Filed 06/01/11 Page 66 of 72 PagelD #: 3134 EXHIBIT

69 Case 1:08-cv LPS Document Filed 06/01/11 Page 67 of 72 PagelD #: 3135 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ) KAREN DUTTON, Individually and on behalf of ) all Others Similarly Situated, Plaintiff, ) V. ) Case No. 1:08-cv LPS HARRIS STRATEX NETWORKS, INC., GUY ) M. CAMPBELL, HARALD J. BRAUN, SARAH ) Class Action A. DUDASH, HOWARD L. LANCE, and SCOTT T. MIKUEN, ) Defendants. ) ) ) ) ) ) ) ) ) FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE (EXHIBIT B)

70 Case 1:08-cv LPS Document Filed 06/01/11 Page 68 of 72 Page ID #: 3136 This matter came before the Court for hearing pursuant to an Order of this Court, dated on the application of the Settling Parties for approval of the Settlement set forth in the Stipulation and Agreement of Settlement dated as of May 31, 2011 (the "Stipulation"). Due and adequate notice having been given of the Settlement as required in said Order, and the Court having considered all papers filed and proceedings held herein and otherwise being fully informed in the premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that: 1. This Judgment incorporates by reference the definitions in the Stipulation, and all terms used herein shall have the same meanings set forth in the Stipulation. 2. This Court has jurisdiction over the subject matter of the Litigation and over all parties to the Litigation, including all Members of the Class. 3. The Court finds, for the purposes of settlement only, that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure have been satisfied in that: (a) the number of Class Members is so numerous that joinder of all members thereof is impracticable; (b) there are questions of law and fact common to the Class; (c) the claims of the Named Plaintiffs are typical of the claims of the Class they seek to represent; (d) Named Plaintiffs fairly and adequately represent the interests of the Class; (e) the questions of law and fact common to the members of the Class predominate over any questions affecting only individual members of the Class; and (f) a class action is superior to other available methods for the fair and efficient adjudication of the controversy. 4. Pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure, the Court hereby certifies this Litigation as a class action, for settlement purposes only, on behalf of a class consisting of all Persons that acquired the common stock of HSTX between January 29, 2007 and July 30, 2008, inclusive, including former shareholders of Stratex Networks, Inc. who acquired shares of HSTX pursuant or traceable to HSTX's Registration Statement. Excluded from the Class are the Defendants, their officers and directors, members of their immediate families and their legal representatives, heirs, successors or assigns, and any entity in which the 1 FINAL JUDGMENT & ORDER OF DISMISSAL WITH PREJUDICE CASE NO. 1:08-cv LPS A

71 Case 1:08-cv LPS Document Filed 06/01/11 Page 69 of 72 Page ID #: 3137 Defendants have or had a controlling interest. Also excluded from the Class are those Persons who timely and validly requested exclusion from the Class pursuant to the Notice of Pendency and Proposed Settlement of Class Action. 5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for purposes of settlement only, Named Plaintiffs are certified as class representatives and Named Plaintiffs' selection of Kirby McInerney LLP as Lead Counsel is approved. Further, Class Counsel means Lead Counsel and the law firms of Kaplan Fox & Kilsheimer LLP and Lockridge Grindal Nauen P.L.L.P. 6. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby approves the Settlement set forth in the Stipulation and finds that said Settlement is, in all respects, fair, reasonable, and adequate and is in the best interests of, Named Plaintiffs, the Class, and each of the Class Members. This Court further finds the Settlement set forth in the Stipulation is the result of arm's-length negotiations between experienced counsel representing the interests of Named Plaintiffs, the Class Members, and the Defendants. Accordingly, the Settlement embodied in the Stipulation is hereby approved in all respects and shall be consummated in accordance with its terms and provisions. The Settling Parties are hereby directed to perform the terms of the Stipulation 7. Except as to any individual claim of those Persons (identified in Exhibit 1 attached hereto) who have validly and timely requested exclusion from the Class, the Litigation and all claims contained therein, including all of the Released Claims, are dismissed with prejudice as to the Named Plaintiffs and the other Members of the Class, and as against each and all of the Released Persons. The parties are to bear their own costs, except as otherwise provided in the Stipulation. 8. Upon the Effective Date, the Named Plaintiffs and each of the Class Members shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished and discharged all Released Claims against the Released Persons, whether or not such Class Member executes and delivers a Proof of Claim and Release form. 2 FINAL JUDGMENT & ORDER OF DISMISSAL WITH PREJUDICE CASE NO. I:08-cv LPS A

72 Case 1:08-cv LPS Document Filed 06/01/11 Page 70 of 72 PagelD #: Upon the Effective Date, all Class Members and anyone claiming through or on behalf of any of them, will be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative forum, asserting the Released Claims against any of the Released Persons. 10. Upon the Effective Date hereof, each of the Released Persons shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished and discharged the Named Plaintiffs and Class Counsel from all claims (including Unknown Claims), arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement or resolution of this Litigation or the Released Claims. 11. The Court hereby finds that the distribution of the Notice of Pendency and Proposed Settlement of Class Action and the publication of the Summary Notice as provided for in the Order Preliminarily Approving Settlement and Providing for Notice constituted the best notice practicable under the circumstances, including individual notice to all Members of the Class who could be identified through reasonable effort. Said Notice provided the best notice practicable under the circumstances of those proceedings and of the matters set forth therein, including the proposed settlement set forth in the Stipulation, to all Persons entitled to such notice, and said Notice fully satisfied the requirements of Federal Rule of Civil Procedure 23, the requirements of due process, and any other applicable law. 12. Neither the plan of allocation submitted by Class Counsel nor the portion of this Judgment regarding the attorneys' fee and expense application shall in any way disturb or affect this Judgment and shall be considered separate from this Judgment. 13. Neither the Stipulation nor the Settlement contained therein, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Defendants or their Related Parties; (b) is or may be deemed to be or may be used as an admission of, or evidence of, 3 FINAL JUDGMENT & ORDER OF DISMISSAL WITH PREJUDICE CASE NO. 1:08-cv LPS A/

73 Case 1:08-cv LPS Document Filed 06/01/11 Page 71 of 72 Page ID #: 3139 any fault or omission of any of the Defendants or their Related Parties in any civil, criminal, or administrative proceeding in any court, administrative agency or other tribunal; or (c) is or may be deemed to be a judgment of liability against any of the Defendants or their Related Parties. Defendants and/or their Related Parties may file the Stipulation and/or the Judgment in any other action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim. 14. Without affecting the finality of this Judgment in any way, this Court hereby retains continuing jurisdiction over: (a) implementation of this Settlement and any award or distribution of the Settlement Fund, including interest earned thereon; (b) disposition of the Settlement Fund; (c) hearing and determining applications for attorneys' fees and expenses in the Litigation; and (d) all parties hereto for the purpose of construing, enforcing and administering the Stipulation and this Judgment. 15. After completion of the processing of all claims by the claims administrator, Named Plaintiffs shall file a motion for disbursement of the Net Settlement Fund. 16. The Court finds that during the course of the Litigation, the Settling Parties and their respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure Pursuant to and in full compliance with Rule 23 of the Federal Rules of Civil Procedure, the Court finds and concludes that due and adequate notice was directed to all Persons and entities who are Class Members advising them that Class Counsel would seek an award of attorneys' fees of twenty-five percent (25%), and their right to object. A full and fair opportunity was given to all Persons and entities who are Class Members to be heard with respect to the application for the award of attorneys' fees and expenses. The Court finds and concludes that the requested fee award is reasonable and awards attorneys' fees of percent of the settlement fund, with interest, and expenses totaling $, plus interest. 4 FINAL JUDGMENT & ORDER OF DISMISSAL WITH PREJUDICE CASE NO. 1:08-cv LPS AJ

74 Case 1:08-cv LPS Document Filed 06/01/11 Page 72 of 72 Page ID #: Pursuant to and in full compliance with Rule 23 of the Federal Rules of Civil Procedure, the Court finds and concludes that due and adequate notice was directed to all Persons and entities who are Class Members advising them of the Plan of Allocation and of their right to object, and a full and fair opportunity was given to all Persons and entities who are Class Members to be heard with respect to the Plan of Allocation. The Court finds that the formula for the calculation of the claims of Authorized Claimants, which is set forth in the Notice of Pendency and Proposed Settlement of Class Action sent to Class Members, provides a fair and reasonable basis upon which to allocate the proceeds of the Settlement Fund established by the Stipulation among Class Members, with due consideration having been given to administrative convenience and necessity. The Court hereby finds and concludes that the Plan of Allocation set forth in the Notice is in all respects fair and reasonable and the Court hereby approves the Plan of Allocation. 19. This Litigation is hereby dismissed in its entirety with prejudice. 20. Without further order of the Court, the parties may agree to reasonable extensions of time to carry out any of the provisions of the Stipulation. 21. There is no just reason for delay in the entry of this Judgment and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. DATED: THE HONORABLE LEONARD P. STARK UNITED STATES DISTRICT JUDGE 5 FINAL JUDGMENT & ORDER OF DISMISSAL WITH PREJUDICE CASE NO. 1:08-cv LPS A

75 Case 1:08-cv LPS Document Filed 06/01/11 Page 1 of 25 PageID #: 3141 Exhibit 2

76 Case 1:08-cv LPS Document Filed 06/01/11 Page 2 of 25 PageID #: 3142 CORNERSTONE RE5FiARCH Securities Class Action Settlements 2999 Review and Analysis Ellen M. Ryan Laura E. Simmons

77 Case 1:08-cv LPS Document Filed 06/01/11 Page 3 of 25 PageID #: 3143 t :<^rlkrr^ttsrlt' I:c c ;lrill.l+l cialiil - II1 :Eti^itiilll;^ :ltic,rllr:t - ^_ lll^ Colllhlc% l]t1sllll's^ ISSWC> ('11C1lt11IILTL'Ll Ill [it1a.1io)n ;1111 fclr.l11a1f)r.: ^rl Ic L'^li1i t ltlr ^;im ands c ~llt'i'1, po, zl' di,^ 11['I vc <kll - ;trili C\lILIricI)CL ill tisitii kt.01117i11ic, ANC'I;ll, ;WC 01l11IMP,,.LIILl 111.1r1:i1 1II^ 1't'til'SIrL'l] IS.1 ;ii1;111ll' llll' t^tilll' rii :l [';I ;L' ;lelil L L^tlr lll Ltil'L11LC' rl^lilll nl. I^r pv, I il1l sl31'ul Vc- a,iil f ihl' :IrI ;1r1aiL^I> Ih.0 '1:I- L'^I1'rll'Ll titi L1 rllml:d LACCI]VIlU ;lrlri L-f,f,l'r11Vt 111 Ac 111.,611:1111 lk cll>.st' rclatiiult-hip i mill1 (Aclllll,Ind 11 dw,zirl cxl cns thnwgho ul I Ic cf1i1[11r1 a11l.1, lhr[ril,g? ] IIIVIIIJI-mt: :1ccc, III LA,cL1 hrr adcr ncikvorl ti (It L'\l1i'1"Iht" lit; I)Ot'[ti sllc11,a^ llli, I s11l' ;ll'l' 1,111'p11nch Imcf. 1,f1L 11 1I111ETi;1:1 1I1 publl yhl'll wht r r.c-^,-;lrtll le [.c,l'rtl^:--lc,isl l^l L :li-c11 L r,rl^aslt;tslh ;lllti alfiliatt al L's}serf.. 1 'he ^ irl>, : r^l1rl --i Ll,s1'r.^ 1lt t tho, L of 111c awhorti, who JI'L' 1 t's11r,1'1^1111c tr rl' 1110 C"10011^ r lj Oils report..111[1 LILT ri[ii IICCL' 1%.].lrll[ L'fii 1111 I1t i (:>i,rnwirtitr.,llr 13t^,^.irrll. ILlllillrl Mi in [oroviil7ll.:il. oui our rt'tit';iruh in ^L'+_LtrSiiL' t r:1;i^^.i C'1E1111 ti1111 a11l1 -tqiiic111l. III : ct1ii Ill' 1,(, F111C1 ;II!+^r^:/I i '.Y9i :11'.r.. + 1; '1 i ri h: ur[:, 1 f I I, Ir i13,lltf 111 1'C^?;kYLl1I1 t.r sl'llci ±il 111C Rt -L';llrll t't,y1 11l! 1i1,r ^t'1'.^'1c'l ^ ;it;lll :1111L- 111rl,t Iltlr Bri;,lI,j1. 1.I;< \11''rlU %1L2t,1 14I'nrk. NL'C; 7 Y1 7f -k. 1;111 l'r;tlll'k^[ i.,_ :lijl \\';I tijjj I ILI I I I rlt ] WL'- :I t rs IIli rl ) w r rhhvr,'h;11r+llr'.row, 4 ---

78 Case 1:08-cv LPS Document Filed 06/01/11 Page 4 of 25 PageID #: 3144 [:()lt\1-_1151'0 NI' l:l.si,..lr J I INTRODUCTION In 2009 there were 103 court-approved securities class action settlements, involving 53.8 billion in total settlement Funds. Compared with 2008, settlements approved in 2009 increased both in the number and total value of the settlements. While the increase in the number of settlements approved was relatively small (103 settlements in 2009 compared with 97 in 2008), in dollar terms, the value of cases settled in 2009 represented more than a 35 percent increase over the corresponding amount in 2408.' This increase can be attributed, in part, to a $925.5 trillion settlement that occurred in 2009, whereas the largest single settlement in 2408 was $750.0 million. The 2009 total settlement value was consistent with historical annual averages for case settlements filed since the Private Securities Litigation Reform Act (Reform Act) was passed in late excluding the unprecedented high levels of settlement values that occurred in 2005 through 2007.' TOTAL SETTLEMENT DOLLARS Dollars in Millions S18,295 Cantinn[ Carp WorldCam, true Enron Corp n Tyca intarnatronal 510,019 S7.363 Total settlement dollars were more than 35 percent 55.,66 higher in 2009 than S3,566 52,960 52,649 $2.753 in nnn n n N-90 X-95 N-111 N-94 N-110 N-,19 N-g0 N-109 N-97 N-103 Settlement dollars adiusmd for inflation; 2009 dollar equiaalent f gures shown. Figure 1 $3.830 This report discusses these and other findings in further detail, including settlement summary statistics, a discussion of methods used to approximate damages and analyses related to alternative damage proxies, as well as an analysis of case characteristics. This report draws upon and updates information provided in our previous reports. Our research sample includes more than 1,100 securities class actions settled from 1996 through Cases in our sample are limited to those involving allegatins,s of fraildrllcnt inflation in the price of a corporation's common stock.'rhese settlements are identified by Risk)letric Group's Securities Class Action Services (SC_1S). In our study, the designated settlement year corresponds to the year in which the hearing to approve the settlement was held. Cases involving multiple settlements are reflected in the year of the most recent partial settlement, provided certain conditions are met.'

79 Case 1:08-cv LPS Document Filed 06/01/11 Page 5 of 25 PageID #: 3145 t:c ^l:\i_rtii(^\l I.I:til,11Zi;li CASES SETTLED IN 2009 The median settlement amount for cases settled in 2009 remained unchanged from 2008 at $8.0 million. \X%ile this level is lower than the $9.3 million median settlement readied in 2007, it represents a slight increase over the median of $7.4 million for all cases settled in prior years. / The average settlement rose from $28.4 million in 3008 to $37.2 million in 2009, yet remains substantially below the average of $55.4 million for settlements through As was the case in 2008, there was no single class action settlement for more than $1 billion. The lack of billion-dollar settlements in these last two years contrasts with 2005 through 2007, darisig which eight of the past decade's nine settlements in excess of 51 billion occurred." If we exclude the top four post Reform :let settlements from this analysis, the average settlement amount of $37.2 million in 2009 would be slightly higher than the 2 resulting historical average of $34.4 million for cases settled from 1996 through W SETTLEMENT SUMMARY STATISTICS Dollars in Millions Settlements 2009 Through 2008 Minimum $ Median $8.0 $7.4 The average Average $37.2 $55.4 Maximum $925.5 $7,696.6 settlement rose Total Amount $3,8295 $56,728.6 from $28.4 million i n Settlement daaars adjusted for infla[on; 2009 dollar equivalent figures shown. Excluding the top iota settlements detailed in Figure 1, the average and total values are $34.4 million and 535,050.4 rnmon for all settlements through to $37.2 million Figure 2 In 2009 The greatest number of cases settled in 2009 involved firms operating in the finance sector. Despite recent pressures on the financial industry as a whole, there actually have been only a few settlements of class actions related to the "credit crisis," and instead, it was shareholder suits filed from 2003 through 2007 t h a r comprise the 19 seuiements in the Finance sector. The pharmaceutical and high-technology sectors closely followed the finance sector with 16 and 15 settlements, respectively. Reflecting the prevalence of finance-sector-related settlements, more than 55 percent of the cases settled in 2009 were for issuers whose common stock traded on the New lark Stock Exchange (NYSE, including NYSE Amex) substantially higher than the historical average of approximately 3 percent for cases settled through _Across all sectors represented in the satnplc, settlements typically occurred approximately three years after fling; however, for cases settled in the last four years ( ), the average time from filing to settlement approval has increased to three and one-half to four years.

80 Case 1:08-cv LPS Document Filed 06/01/11 Page 6 of 25 PageID #: 3146 CORN -RS"1'C)',\'I-: I Rf^Sl,'ARt:[ I Noteworthy among settlement activity in 2009 was the resolution of the consolidated Initial Public Offering Securities Litigation matter involving more than 300 issuer defendants and 55 underwriter defendants. The $586 million aggregate settlement, occurring more than eight years from initial filing, currently ranks as the thirteenth largest post Reform Act settlement. While the settlement documents provide a proportional allocation by issuer defendant, they stress that the actions are tieing resolved on a global basis. Due to the global nature of this set of cases, as well as the specific element of damages related to "laddering" claims in the cases, these cases do not meet the sample selection criteria used in this analysis. The selection criteria are designed to provide a homogeneous sample of cases involving Rule 10b-5, Section 11, or Section 12(a)[2) allegations. 'Thus, while the settlement of this litigation is interesting, excluding this set of cases from our analysis prevents distortion For purposes of drawing inferences about current trends and implications for future securities class action settlements. Overall, the distribution of settlement amounts in 2009 remained comparable with that observed in recent years. Almost 60 percent of post Reform _pct cases settled for less than $10 million, and more than 80 percent of post Reform Act cases settled for less than $27 million. Settlements in excess of $100 million remain relatively infrequent, occurring in approximately 7 percent of the cases.' DISTRIBUTION OF SETTLEMENT AMOUNTS Almost 60 percent Dollars in Millions eo.s% s2.ss6 97.1% 100.0% of past-reform Act cases have settled for 88-0% less than $10 million 59.1% 37.2% 14.3% Under $2 Under SS under $10 Under $25 Under $50 Under $100 Under $250 All Seu emen[s Settlement dollars adjusted for inflation; 2009 do liar equivalent figures shown. Figure 3

81 Case 1:08-cv LPS Document Filed 06/01/11 Page 7 of 25 PageID #: 3147 t:t 71:^f.iZ^'1[7\l: l^l:til:.11:[:l1 SETTLEMENTS AND "DAMAGE ESTIMATES" r Understanding how settlements relate to the size of a case is an important component of our research. In this section we discuss two approaches to calculating a proxy for shareholder damages: one that incorporates reported trading volume and a second based on a simpler approach using the decline in market capitalization. %X?e also discuss the implications for damages estimates of the U.S. Supreme Court decision in Dura Pharmamairals v. Bros+do. For purposes of our research, we use a highly simplified approach to estimate so-called - "plaintiff-style" damages, which is based on a modified version of a calculation method l historically used by plaintiffs in securities class actions.' %X'e make no attempt to link these simplified calculations of shareholder losses to the allegations included in the associated court pleadings. Accordingly, we do not intend for any damages estimates presented in this report to be indicative of actual economic damages borne by shareholders. While various models and alternative calculations could be used to assess defendants' potential exposure in securities class actions, our application of a consistent method allows us to identify and examine certain trends in estimated "plaintiff-st yle" damages.' Our analysis of settled cases shows that the drarr>atic decline in average estimated "plaintiff-style" damages observed for cases settled in 2008 reversed in 2009, with average estimated "plaintiff-style" damages returning to levels comparable with settlements from 2003 through lfeanwhile, median estimated "plaintiff-style" damages in 2009 remained essentially unchanged from the median value in The dramatic decline in average estimated damages in 2008 reversed itself in 2009 MEDIAN AND AVERAGE ESTIMATED "PLAINTIFF-STYLE" DAMAGES Dollars in Millions n Median F!Wmated'Ptausd -Style - Damages Average Esl"ted 'P[aimfl -Style- Damages $7,994 $2.166 S 2, 71 t $ 2, $1.961 $1.207 $639 $4576 StSQ, $401 $404 $436 $198 $ sacra DDI a 2D Estimated'oaintit[-style' damages adjusted for Malkin based on class end dates. Figure 4

82 Case 1:08-cv LPS Document Filed 06/01/11 Page 8 of 25 PageID #: 3148 [;[]1:LI,It 1'0NI : RI -SI kr[.;f I % hile a nutnbcr of factory contribute to settlement outcomes, our research indicates that estimated "plaintiff-style" damages are the single most important factor in explaining settlement amounts. However, as we have described in precious reports, settlement:.«a percentage of estimated "plaintiff-st yle" damages generally decrease as damages increase; j this is particularly true for very large cases. Accordingly, since the dramatic escalation in estimated "plaintiff-style" damages that began in 2002, we generally have observed lower median settlements relative to estimated "plaintiff-st yle" damages."i'his is true for cases settled in 2009, with a median settlement of 2.3 percent of estimated "plaintiff-style" damages, versus 2.9 percent from 2002 through MEDIAN SETTLEMENTS AS A PERCENTAGE OF ESTIMATED "PLAINTIFF-STYLE" DAMAGES BY DAMAGE RANGE Dollars in Millions 12.0% n 2009 Settlements, as 3676 ^ 39% 3.3%3.4% %,.a% 2.6% 1-5% n.s96 a percentage of estimated damages, generally decrease as. damages increase c $50 SSG-S so-5499 $5W-S999 $ Tora] Sampw Figure 5

83 Case 1:08-cv LPS Document Filed 06/01/11 Page 9 of 25 PageID #: 3149 (:[ r1;11 :l:ti l i )NI: R I'S I'-\R(;11 Settlements as a Disclosure Dollar Loss (DDL) is another simplified measure of shareholder losscs. AS discussed in the recent report, Se,-urilies Class-Ilion 1 rgngs 2009.z I ) etyma Remex; released by the Stanford Law School Securities Class _fiction Clearinghouse in cooperation with Cornerstone Research (2009 l ilin^s}, DDL is calculated as the decline in the market capitalization of the dt_fendant firm from the trading day iinmedintely preceding the end of the class period to the trading day immediately following the end of the class period. As in the case of estimated "plaintiff-style" damages, we do not attempt to link DDL to the allegations included in the associated court pleadings. 'Thus, as this measure does not isolate movements in the defendant's stock price that arc related to case allegations, it is not intended to represent an estimate of dam ages.'1'his measure does not capture additional stock price declines during the alleged class period that may affect certain purchasers' potential damages ciai ms. 'I'he DDL calculation also does not appl y a model of investors' share-trading behavior to estimate the number of shares damaged.' In 2009 median inflation-adjusted DDL increased to approximately 5140 million, representing a nearly 15 percent increase from the 2008 median DI )1.. Consistent with the pattern discussed earlier in this report with regard to estimated "plaintiff-style" damages, we find that settlements as a percentage of DDL generall y decline as I)DL increases. In keeping with this finding, the increase in median DDL was accompanicd by a decrease in median settlement values as a percentage of DDL. "1'ltis percentage substantially was lower (5 7 percent) in 2009 relative to the average in prior years (9.2 percent from 1996 to 2008). percentage of DDL generally decline as DDL increases 81.7% f i.q96 MEDIAN SETTLEMENTS AS A PERCENTAGE OF DDL BY DDL RANGE Dollars in Millions ^_ % 15.3%16.99(. 8.6% 9.2% 5.4% % 3.9%4.2% 5.7% i.9%. Figure 6 S10 VD-S24 $ M $ Tote]Sample

84 Case 1:08-cv LPS Document Filed 06/01/11 Page 10 of 25 PageID #: 3150 CORNERS'1'ONI =. RFSFAIWI I DAMAGE ESTIMATES AND DURA The landmark decision in 2005 by the U.S. Supreme Court in Dura Pbarmaceutrcalf P. Broudo (Dura) that determined that plaintiffs must show a causal link between the alleged misrepresentations and the subsequent actual losses suffered by plaintiffs has had considerable influence on securities class action damage calculations. Specifically, following this decision, damages cannot be attributed to shares sold before information regarding the alleged fraud reaches the market. Since securities class actions often involve allegations of multiple misleading statements during the class period, even a rudimentary estimate of damages must incorporate an approach that precludes recovery of damages for shares both purchased and sold between 7 alleged corrective disclosures. Accordingly, to reflect this change in methods for calculating securities class action damages, we have explored an alternative variable to our traditional estimated "plaintiff-style" damages and DDL. This variable is based on the stock-price drops on alleged corrective disclosure dates, and creates a single or tiered value line (depending on the number of disclosure dates), hereafter referred to as "multiple disclosure damages." We have used regression analysis to test the explanatory power of multiple disclosure damages compared with our traditional estimated "plaintiff-style" damages variable and other measures of investor losses, including DDI.. Interestingly, preliminary analysis on a sample of settlements from 2006 to 2009 indicates that our traditional measure of estimated "plaintiff-style" damages remains the strongest determinant of settlements through However, we find that using the multiple disclosure damages variable as a supplement to estimated "plaintiff-style" damages enhances our ability to predict settlement amounts for this sample. We plan to continue our analysis of this variable in the future.

85 Case 1:08-cv LPS Document Filed 06/01/11 Page 11 of 25 PageID #: 3151 COIZN1"R I'()til 1^I":51:-1R(_'I I ANALYSIS OF CASE AND SETTLEMENT CHARACTERISTICS In addition to estimated "plaintiff-style" damages and DDL, there are a number of other important determinants of settlement outcomes. In this section we provide information regarding these factors, identified from among the more than 60 variables we collect and analyze as part of out research. Several of the variables that we stud y are related to accounting allegations. In 2009 allegations related to violations of Generally Accepted Accounting Principles (GAAP) were included in more than 65 percent of settled cases. These cases continued to be resolved with larger settlement amounts than cases not involving accounting allegations. The complexity of cases with accounting allegations may also contribute to the increasing interval between filing date and settlement date that we observed in recent years. Although outside auditors were named in less than 20 percent of post Reform Act 8 V settlements through 3009, cases in which an outside auditor was named as a defendant settled for relatively higher percentages of estimated "plaintiff-style" damages, when compared with the broader set of all cases in which improper accounting allegations were made. Further, 2009 Filings noted an increasing number of cases naming auditors as defendants, even while total filings declined, suggesting that auditor defendants may become an increasingly significant factor in securities class action settlements. Cases with outside auditor defendants settle for higher MEDIAN SETTLEMENTS AS A PERCENTAGE OF ESTIMATED -PLAINTIFF-STYLE" DAMAGES AND ACCOUNTING ALLEGATIONS Rewtermm Audiinl Named GRAD No-596 No percentages of AjWg&' m GAAP No Aud=i Allecy01i n 4.0% RostalemeM Named estimated "plaintiff- 3.5% style" damages 32% 31% 3196 N.675 N=341 N-366 N 751 N.192 N-925 Figure 7 Approximately 45 percent of settlements in 2009 involved restatements of financial statements, compared with slightly more than 30 percent for case.", prior to Sarbanes-Oxley (SOX). This contrasts with research that finds that, overall, SOX has resulted in a decrease in the frequency of financial statement restatements."' It is possible that improvements in corporate governance as a result of SOX may ultimately lead to a decrease in restatementrelated class actions. I-Iowever, it is too early to determine the impact, if an%,, of the passage of SOX on the dynamics of settlements.

86 Case 1:08-cv LPS Document Filed 06/01/11 Page 12 of 25 PageID #: 3152 (:01ZNL16'l ` 01Z1 I : 51..ARU i More than 20 percent of post Reform _' pct settlements involve Section 11 and/or 12(a)(2) claims. Nfedian settlement amounts and median settlements as a percentage of estimated "plaintiff style" damages continued to be higher for these cases. In cases involving an underwriter as a named defendant, settlements as a percentage of estimated "plaintiff-style" damages were even higher. Although there is considerable overlap between the inclusion of an underwriter as a named defendant and the presence of Section 11 and/or 12(a)(2) claims (in addition to Rule 10b-5 claims), underwriters were named in less than 15 percent of all cases. Nfultiple regression analyses show that, after controlling for the presence of an underwriter defendant and other factors, Section 11 and/or 12(a)(2) claims are not associated with a statistically significant increase in settlement amounts. As noted in Filin,gs, filings of class actions alleging Section 11 and/or 12(a)(2) claims reached historically high levels in 2008 and As a portion of these newly filed cases settle in the coming years, the importance of Section 11 and/or 12(a)(2) claims in determining settlement amounts may increase. MEDIAN SETTLEMENTS AS A PERCENTAGE OF ESTIMATED "PLAINTIFF-STYLE' DAMAGES AND SHARE ISSUANCE ALLEGATIONS Underwriter Named Settlements involving Section 11 andlor 12(a)(2) Claims No No 4.2% Section 11 andlor Underwriter 12(a)(2)craims 5.4% underwriters as defendants settle for Named higher amounts -I N-248 N=669 N-147 N-WO Figure 8 Only a small number of the cases in out sample, 46 cases in total, did not involve Mule lob-5 claims (that is, involved only Section 11 and/or 12^a)(2) claims). lfedian settlements are generally lower for these cases ($3.5 million) relative to cases involving Rule 10b-5 claims, while median settlements as a percentage of estimated "plaintiff-st yle" damages are higher (9.5 percent)."

87 Case 1:08-cv LPS Document Filed 06/01/11 Page 13 of 25 PageID #: 3153 [:[ }l:^ l atti'1 [ 111: l^l:^i :_11:[:11 Institutional investors continue to actively participate in post Reform ;1ct class actions, often serving as lead plaintiffs. In 2009 institutions served as lead plaintiffs in nearly 65 percent of settlements the highest proportion to date among post Reform :kt Settlements. Cases involving institutional itivestors as lead plaintiffs are also associated with significantly higher settlements." Our sample identifies both public pension plans and union funds as a subset of all institutional investors. While the frequency of union funds acting as lead plaintiffs has increased over the past few rears, higher settlements are associated with cases involving public pension plans as lead plaintiffs, as opposed to union funds or other types of institutional investors. 10 MEDIAN SETTLEMENTS AND PUBLIC PENSION PLANS 0 Public Pemkml as Lead P wntff No PuoUc Permon as Lead RairMlf Dollars in Millions In 2009 institutions served as lead plaintiffs in nearly percent of settlements 4n o $20.0 s14.7 S $ S ss.l w a a 1U^ Settlement doaars adjusted forin gation; 2GD9 dollar equittaleru figures shown. Figure 9 :1ny relationship between higher settlement outcomes and participation of public pension plans as lead plaintiff may be explained by these relativel y sophisticated investors choosing to participate in stronger cases. In addition, public pension plans tend to be involved in larger cases cases in which the public pension plan may have the potential for a substantial claim against the defendants. However, a statistical analysis of settlement amounts and participation of public pension plans as lead plaintiff shows that even when controlling for estimated "plaintiff-style" damages (case size) and other factors that affect settlement amounts (such as the nature of the allegations), the presence of a public pension plan as lead plaintiff is still associated with a statistically significant increase in settlement size." A list of control variables considered when testing the effect of public pension plans serving as lead plaintiffs can be founts on page 16.

88 Case 1:08-cv LPS Document Filed 06/01/11 Page 14 of 25 PageID #: 3154 ;0RXl ZS'I'c NI -' R1:.51._lW'l1 The number of cases invol ving companion derivative actions increased in 2009 compared with 2008, but was still below Elie proportion! for 2007 settlements. Slightly more than 45 percent of cases settled in 2009 were accompanied by a derivative action filing, compared with approximately 40 percent in 2008 and approximately 55 percent in 3007.'= Although settlement of a derivative action does not necessarily result in a cash payment,15 settlement amounts for class actions that are accompanied by derivative actions (whether coinciding with the settlement of the underlying class action or occurring at a different time) are significantly higher than those for cases without companion derivative actions. However, settlements as a percentage of estimated "plaintiff-style" damages for cases with accompanying derivative actions are slightly lower than for cases with no identifiable derivative action. The lower percentage of estimated "plaintiff-style" damages statistics for cases with derivative actions likely reflects larger estimated "plaintiff-style" damages for these cases. (As we have noted, settlements as a percentage of estimated "plaintiff-style" damages generally decrease as estimated "plaintiff-style" damages increase.) Derivative actions tend to be associated with larger class actions (as measured by estimated "plaintiff style" damages and the assets of the issuer defendant) and class actions involving accounting allegations, actions by the Securities and Exchange Commission (SEC), and public pension plans as lead plaintiffs. Using regression analysis to control for other factors that influence class action settlements, we find that cases involving derivative actions arc associated with statistically significant higher settlement amounts. Slightly more than MEDIAN SETTLEMENTS AND DERIVATIVE ACTIONS 45 percent of cases Dollars in Mi ions settled in 2009 were Median Settlements as a percent of Median settlement: Estimated 'Plaintiff-Style" Damages accompanied Y a With l]txivattve Action derivative action filing With No Durivativa Actlah Wim Derivativo Actlon 3.0x, With No - -- oerrvpt vc Action Figure 10 N-337 N-780 N-337 N-780

89 Case 1:08-cv LPS Document Filed 06/01/11 Page 15 of 25 PageID #: 3155 (_0RN1 =.Rti1*0NI 1:1: i.:1r(:fi Vlore than 20 percent of all post Reform :let settlements have involved a remedy of a corresponding SEC action (evidenced by the filing of a litigation release or administrative proceeding) prior to the settlement of the class action, a slightly lower percentage from the level reported in our Securities Class flrtion Settlemenlr Review and Ana#- is report. Cases that involve SEC actions are associated with significantly higher settlements, as well as higher settlements as a percentage of estimated "plaintiff-style" damages. The widely reported increase in SEC enforcement activity in 2008 and 2009, both in terms of number of actions brought and number of defendants named, may eventually have an effect on the overall frequency of SEC actions related to shareholder suits in our sample. However, as noted in SEC Enforremew in 2009 A Year of Changes, with More This Year, there 12 has been a decline in the percentage of cases where charges against defendants were settied at the time of the filing of the SEC action (it is not uncommon for official complaint filings by the SEC to occur simultaneously with settlements by newl y named defendants)." An increase in the number of cases that the SEC pursues to the litigation stage may delay resolution substantially---possibly slowing the measurable impact of these enforcement actions on the related securities class action settlements. Cases that involve related SEC actions Median settlements MEDIAN SETTLEMENTS AND SEC ACTIONS Dollars in Millions Median Settlements as a?ersent of Estimated "Plaln4ff Styla" Damages are associated with significantly higher settlements SEC Action $12-0 SEC Action 41% No SEC Action No SEC Action 3.2% i Figure 11 N-261 N-856 N-261 N 856

90 Case 1:08-cv LPS Document Filed 06/01/11 Page 16 of 25 PageID #: 3156 f:()1tni.rst()ni : lt1 :41:.1R(A [ The percentage of settlements involving non-cash components (such as common stock or warrants) has generally declined over the rears following enactment of the Reform Act. A mere I percent of settlements in 2009 included non-cash components in the agreedupon settlement fund. This represents the lowest percentage during the past 10 years. The percentage of the total settlement value sourced from the non-cash components included in settlement funds in 2009 was also at a 10-year low. The inclusion of non-cash components in settlements is associated with a statistically significant increase in settlement value, even when controlling for other factors such as estimated "plaintiff-style" damages and the nature of the allegations. NON-CASH COMPONENTS OF SETTLEMENT FUNDS MLAian Percent of ToW Settlement Vaiue from Non-Cash Components Percent of SettWrents with Non-Cash components 50% 55% 62% 49% 46% Only 1 percent 40% 40% 39% z3 n ' 15% of settlements in 2009 included non-cash components 8% 796 8% 6% - - _a ]% Figure 12

91 Case 1:08-cv LPS Document Filed 06/01/11 Page 17 of 25 PageID #: 3157 (XC)11N1`11'S'F0N1: RI'Sl," W"I I SETTLEMENTS BY PLAINTIFF LEAD COUNSEL AND JURISDICTION In previous years, we reported that the law firms of Coughlin Stoia Geller Rudman & Robbins (which is expected to he renamed Robbins Geller Rudman & Dowd in Spring 2010) and Nfilberg, as well as its predecessor firm Milberg Weiss Bershad Hynes & I..erach, were involved as lead or co-lead plaintiff counsel in approximately half of all post Reform,pct settlements." While Coughlin Stoia has maintained a significant share of the securities class action settlements, the most active firms, based on the proportion of settlements for 2008 and 2009, continued to shift. Barroway Topaz Kessler Nicltrer & Check maintained its position with the second highest percentage of settled cases, and for the first tune, Bernstein Litowitx Berger & Grossmann moved into the number three spot in our study. F_ven when controlling for estimated "plaintiff-style" damages and the nature of certain allegations, the 14 presence of one of the more active plaintiff law firms as lead or co-lead counsel is not associated with a statistically significant increase in settlement amounts. PLAINTIFF LAW FIRM BY PERCENTAGE OF SETTLED CASES Median Settlements as Percent of a Percent of Estimated Plaintiff Law Firm Settled Cases "Plaintiff-Style" Damages Coughlin Stoia Geller Rudman & Robbins 26% 3.3% The presence of a Barroway Topaz Kessler Meltzer & Check 11% 2.9% highly active plaintiff Bernstein Litowitz Berger & Grossmann 10% 4.2% Milberg 9% 2.3% law firm does not Labaton Sucharow 7% 1.6% seem to significantly Increase settlement outcomes Table displays those firms involved w h mare than 5 percent of settled cases approved during the two-year penod 2DW Figure 13

92 Case 1:08-cv LPS Document Filed 06/01/11 Page 18 of 25 PageID #: 3158 (:(.)RN1-RS*1'0 N V 1:1 :S 1" RC l 1 s The Ninth Circuit (primarily concentrated in the California district courts) maintained a lead in terms of the number of settled cases in 2409 with 28 settlements, followed by the Second Circuit with 22 cases settled. Generally, individual court circuits are not statistically significant in explaining settlement size; however, we do find that settlements are higher in the Second Circuit even when controlling for the effects of estimated "plaintiff-style" damages and other determinants of settlement amounts. SETTLEMENTS BY FEDERAL COURT CIRCUIT Dollars in Millions Median Settlements as a Percentage of Estimated Number of Cases Median Settlements "Plaintiff-Style" Damages Through Through Through Jurisdiction $ % 3.2% $ % 3.8% $ % 3.6% $3.2 $ % 2.3% $4.3 $ % 4.9% Other factors being $25.0 $ % 2.9% $30.0 $ % 4.0% equal, settlements $466.4 $ % 3.1% $7.5 $ % 3.2% $11.3 $7.0 V% 2.5% $14.9 $4.3 6A% 3.8% tend to be higher in the Second Circuit Figure 14 All Federal $11.3 $ % 3.2% Cases

93 Case 1:08-cv LPS Document Filed 06/01/11 Page 19 of 25 PageID #: 3159 (;[)RNlA"IS1'C7Nl" 111 ;51..1RC:l l CORNERSTONE RESEARCH'S SETTLEMENT PREDICTION ANALYSIS Features of securities cases that may affect settlement outcomes are often correlated, as noted in this report. Regression analysis makes it possible to examine the effects of these factors simultaneously, Accordingly, as part of our ongoing research on securities class action settlements, we applied regression analysis to stud y factors associated with settlement outcomes. _analysis performed on our sample of post Reform _het cases settled through December 2009 reveals that variables that are important determinants of settlement amounts, either independently or in combination, include:"' J Simplified estimated "plaintiff-style" damages 1 n Disclosure dollar loss (DDL) 1%Iost recently reported total assets of the defendant firm Number of entries an the lead case docket Indicator of whether intentional misstatements or omissions in financial statements were reported by the issuer Indicator of whether a corresponding SEC action against the issuer or other defendants is involved Indicator of whether an accountant is a named co-defendant Indicator of whether an underwriter is a named co-defendant Indicator of whether a companion derivative action is Bled Indicator of whether a public pension plan is a lead plaintiff Indicator of whether non-cash components, such as common stock or warrants, make up a portion of the settlement fund Number of days from class end date to the class action filing date Indicator of whether securities other than common stock arc alleged to be damaged Indicator of whcther the issuer is financially distressed Indicator of whether the case was filed in the Second Circuit indicator of whether estimated "plaintiff-style" damages arc greater than $1 billion Settlements are higher when estimated "plaintiff-style" damages, DDL, defendant asset size, or number of docket entries are Higher. Settlements are also higher in cases involving intentional misstatements or omissions in financial statements reported by the issuer, a corresponding SEC action, an accountant named as co-defendant, an underwriter named as co-defendant, a corresponding derivative action, a public pension fund involved as lead plaintiff, a non-cash component to the settlement, or securities other than common stock alleged to be damaged. Settlements are lower if the issuer is experiencing financial distress, if there is a wide inter val between class end date and filing date, or if estimated "plaintiff-style" damages exceed $ 1 billion.

94 Case 1:08-cv LPS Document Filed 06/01/11 Page 20 of 25 PageID #: 3160 [:[.}It\1 iu 1'.. 11 CONCLUDING REMARKS Overall, the challenging economic environment that continued through 2009 did not have a distinguishable effect either on the number of settled cases or on the total value of securities case settlements apprwmd during the year. However, forecasting the impact of the economic crisis on securities case settlements continues to be difficult because of confounding factors (see our 2008 settlements report for further discussion). For the most part, cases brought in conjunction with the 2008 stock market decline and surrounding credit-crisis issues have not vet reached settlement. Looking ahead, we anticipate that as these cases are resolved, settlements are likely to increase both in number and value. Although cases filed in 2008 (largely cases with class periods ending in 2008) i are expected to increase overall settlements in the future, this will be inuted to some extent by the effects from cases filed in Specifically, as discussed in 2009 Fiingr, while one important measure of investor losses (DDL) reached historic highs in 2008, for cases filed 17 in 2009, total DDL ($83 billion) was more than 60 percent lower than in 2008 and almost 40 percent lower than the annual average for the 12 years ending in December MOM SAMPLE AND DATA SOURCES Our database is limited to cases alleging fraudulent inflation in the price of a corporation's common stock (that is, excluding cases filed only by bondholders, preferred stockholders, etc.) and cases alleging fraudulent depression in price. Our sample is also lirnired to cases alleging Rule 10b-5, Section 11, and/or Section 12(a)(2) claims brought by purchasers of a corporation's common stock. These criteria are imposed to ensure data availability and to provide a relatively homogeneous set of cases in terms of the nature of the allegations. In addition to SC'tS, data sources include Dow Jones Factiva, Bloomberg, The University of Chicago's Center for Research in Security Prices (CRSP), Standard & Poor's Compustat, court filings and dockets, SEC registrant filings, SEC litigation releases and administrative proceedings, LexisNexis, and public press.

95 Case 1:08-cv LPS Document Filed 06/01/11 Page 21 of 25 PageID #: 3161 CORNFRSTONF USFARCf i ENDNOTES 1 A settlement in excess of $300 million was included in the 2008 settlements in our prior study. That settlement was ultimately renegotiated due to the distressed nature of the defendant and other factors. The revised settlement, amounting to more than S125 million, is included in our 2009 sample and the original amount dropped from the 2008 sample for purposes of our current report. 2 The three largest settlements of all time the S6.2 billion settlement in the ifwdcom matter, the $7.2 billion settlement in the Enron matter, and the $3.2 billion settlement in the'ijro International matter were approved between 2005 and Although the WorldCom and Enron settlements comprised a number of partial settlements, we categorize WorldCom as a 2005 settlement and Enron as a 2006 settlement. 3 Movements of partial settlements between years can cause differences in amounts reported for prior years from those presented in earlier reports. For a settlement to be moved from inclusion in an cartier to a more recent year, the subsequent partial settlement must be at least half of the then-current 1 settlement total. 4 There was one settlement in excess of Si billion in each of the years 2000, 2005, and 2007, and six in '12ua1 settlement value based on an agreed-upon amount at the time of settlement, including the disclosed value of any non-cash components. Figures do not reflect attorney fees, additional amounts that may be paid to the class from related derivative or SEC settlements, or amounts that may have been settled by opt-out investors. 6 Our simplified "plaintiff-style" model is applied to common stock only. For all cases invol ving Rule 10b-5 claims, damages are determined from a market-adjusted backward value line. For cases involving only Section 11 and/or 12(a)(2) claims, damages are determined from a model that caps the purchase price at the offering price. A volume reduction of 50 percent for shares traded on NASDAQ and 20 percent for shares listed on NYSE or Amex is used. Finally, no adjustments for institutions, insiders, or short sellers are made to the float. 7 Nine settlements out of the 1,127 cases in our sample were excluded from calculations involving estimated "plaintiff-style" damages for lack of available stock price data. The WorldCom settlement was also excluded from these calculations because most of the settlements in that matter related to liability associated with bond offerings (and our research does not compute damages related to securities other than common stock). 8 In 2007 we observed what we now identify as a temporary reversal of this trend higher median settlements relative to estimated damages (see 2008 Settlement; Report). 9 DDL information is presented in Figure 6 to provide a benchmark for the convenience of readers, since the measure is simple to compute and, as stated, does not require application of a trading model. 10 For example, see "Study: SOX I lelps Cut Restatements," Compliance IViek, March The median settlement as a percentage of estimated damages for cases with only Section 11 and/ or 12(a)(2) claims was lower in 2009 than for prior years' settlements. For nine of the settlements approved in 2009, claims were limited to Section 11 and/or Section 12(a)(2). The median settlement for these nine matters was S3.6 million, with a median settlement value of 8.1 percent of estimated "plaintiff-style" damages. 12 The extraordinarily high median settlement amount for public-pension-led settlements in 2006 was driven by six separate settlements in excess of $1 billion. 13 This regression analysis may not control for the potential endogeneity in the choice by public pension plans to participate in a class action. 14 Data for 2007 and 2008 are presented in prior settlements reports. 15 Derivative cases are often resolved with changes made to the issuer's corporate governance practices, accompanied by little or no cash payment; this continues to be true despite the increase in corporate controls introduced after the passage of SOY. For purposes of the analyses in this report, a derivative action generally a case filed against officers and directors on behalf of the issuer corporation must have allegations similar to the class action in nature and time period to be considered an accompanying action.

96 Case 1:08-cv LPS Document Filed 06/01/11 Page 22 of 25 PageID #: 3162 CORNI ERSTONI- RESFIARCH lg Posted by IWuardo GaIlardo, Gibson, Dunn & Crotchet l..id', on Monday, f'ebruary 1, 2010, available at the Harvard Law School Forum on Corporate Governance and I'inancial Regulation (blag^. law.barvard.edu/corpgot,/). 17 In 2004 the firm split into Milberg Weiss Bershad & Schulman (the firm has since changed its name to Milberg) and I.erach Coughlin Stoia & Robbins (Since changed to Coughlin Stoia Geller Rudman & Robbins and, as noted, soon to be renamed Robbins Geller Rudman & Dowd). 18 Our settlement database includes publicly available and measurable information about settled cases. Nonpublic or non-measurable factors, such as relative case tnncrits or the limits of available iastirance, are not reflected in the model to the extctit that such factors are riot correlated with the variables that are accessible to us (that is, publicly available and measurable factors) ) ue to the presence of a small number of extreme observations in ncc data, we apply Iogarithmic transformation, to settlement amount,, estimated "plaintiff-style" damages, DDI., the defendant's total as.nts, number of days between class end date and filing date, and tite number of docket entries.

97 Case 1:08-cv LPS Document Filed 06/01/11 Page 23 of 25 PageID #: 3163 [:[]IZN1-'16'1'0 NI : RFIS1:.-1RCII ABOUT THE AUTHORS Ellen M. Ryan.%1.h..l. in lil[cfnaim1131 1l,ura^ csntnr, lsmrrican 1ntCTII0tl4#lal \1:utagrmr 1)1 I^ ' 1., '^ all) t 1 [at ^'; t }ir e 20 Ellen Ryan is a manager in the securities practice in Cornerstone Research's Boston office. She has consulted on economic and financial issues in a wide variety of cases, including securities class action lawsuits, financial institution breach-of-contract matters, and antitrust litigation. leis. Ryan also has supported testifi -ing witnesses in corporate governance and breach-of-fiduciary duty matters. Prior to joining Cornerstone Research, ibis. Ryan worked for Salomon Brothers in New York and Tokyo. Currently Ms. Ryan focuses on post Reform Act settlement research as well as general practice area business and research. Laura E. Simmons 1'h.l ].. [. nn ^ r>ttt ^.i \^,rth i..stt,luta.ti t ha1^^ 1 ] [eel University of 1 luustrm li.l^. 1., t I%L 3 ItI. iif I (',;I-.11 1u tttt Laura Simmons is an assistant professor in the Mason School of Business at the College of William & Mary and a senior advisor at Cornerstone Research. She is a certified public accountant and has over seven tee n years of experience in accounring practice and economics consulting. Her economics consulting experience has focused on damage and liability issues in securities litigation, as well as accounting issues arising in a variety of complex commercial litigation matters. She has served as a testifying expert in cases involving accounting analyses, securities case damages, and research on securities lawsuits. Dr. Simmons's research on pre and post Reform Act securities litigation settlements has been published in a number of reports and is frequently cited in the public press and legal journals. She has spoken at various conferences and appeared as a guest on CNBC addressing the topic of securities case settlements. Dr. Simmons was a consultant at Cornerstone Research for over ten years, most recently as a principal. From 1986 to 1991, she was an accountant with Pricc Waterhouse.

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99 Case 1:08-cv LPS Document Filed 06/01/11 Page 25 of 25 PageID #: 3165 Boston Los Angeles Menlo Park Now York San Francisco Washington securities. come rstone. co m by Cornerstone Research, Inc. All Rights Reserved. Cornerstone Research is a registered ser cs mark of dm Research, trtc. r logo and destg gn rt is a is a registered trademark e} Comerswe Research, Inc.

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101 Case 1:08-cv LPS Document Filed 06/01/11 Page 2 of 34 PageID #: 3167 W-OF- K I R B Y McI ERNEY LLP V, SIG' W. K M S. S. P. 4c 0 M At Kirby Mcinerney llp, we bring experience, intelligence, creativity and dedication to bear in defending our clients interests against losses in cases of corporate malfeasance. Unfortunately, on the heels of the exposure of colossal corporate frauds Enron, Worldcom and others public and private investors, consumers, payors and employees today participate in an uncertain marketplace, and they need protection. We utilize cutting-edge strategies that bring high and have even brought unprecedented recoveries for our clients: governmental entities, Taft-Hartley funds, hedge funds, and other aggrieved institutions and individuals. We have achieved and are pursuing landmark results in the fields of securities fraud, corporate governance, consumer, antitrust, health care and ERISA litigation, representing our clients in class actions or, if appropriate, individual litigation. We make our clients interests our own, and are constantly looking for ways in which to help them manage the now amplified risks associated with their participation in the marketplace. As part of our focus on risk management, our Institutional Monitoring Program monitors our clients investment history in order to ensure crucial, immediate awareness of possible fraud. When evidence of fraud surfaces, we partner with our clients to identify and execute a legal strategy that best defends their interests in light of their losses. Our Institutional Monitoring Program is cost and commitment free. We offer our litigation services on a contingency basis, and are paid only if successful in recovering losses in the event of a fraud. This policy allows our clients to access legal rights and remedies that might otherwise be uneconomical. We carefully review the merits of all litigation proceedings, weighing our clients losses against their chance for recovery, before moving forward with litigation. We pride ourselves on our proven ability to protect our clients using the entire range of tools for recourse offered by the legal system, whether it be through settlement or, if needed, trial. Throughout the history of our firm we have recovered billions of dollars for our clients, and the average recoveries that we procure in each individual case are among the very best in the field: in 2007, institutional Shareholder Services, a top industry publication, lauded KM for procuring, on average, the third largest recoveries for shareholders of all plaintiffs firms in the United States. Kirby Mcinerney llp

102 Case 1:08-cv LPS Document Filed 06/01/11 Page 3 of 34 PageID #: 3168 CURRICULA VITAE Kirby Mcinerney llp - 2

103 Case 1:08-cv LPS Document Filed 06/01/11 Page 4 of 34 PageID #: 3169 Roger W. Kirby is managing partner of the firm. He has written several articles on litigation, the Federal Rules of Civil Procedure and Federal Rules of Evidence that have been published by various reporters and journals, and has been on the board of editors of Class Action Reports. He has also lectured on aspects of securities litigation to various professional organizations in the United States and abroad. Mr. Kirby has enjoyed considerable success as a trial attorney, and cases for which he has had primary responsibility have produced landmark decisions in the fields of securities law, corporate governance, and deceptive advertising. Recent activities include: Representation of a putative class of initial public offerors in Cordes & Company Financial Services v. A.G. Edwards & Sons, Inc. On appeal to the Second Circuit, the court reversed the lower court s decision and held that assignees may be class representatives. It also clarified the meaning of antitrust injury; Representation of an objector to the settlement in Reynolds v. Beneficial National Bank in the United States Northern District Court for the District of Illinois. Mr. Kirby and KM successfully persuaded the U.S. Court of Appeals for the Seventh Circuit and ultimately the district court to overturn the settlement in question, and were then appointed co-lead counsel to the class. Mr. Kirby and KM were lauded by the presiding judge for their intelligence and hard work, and for obtaining an excellent result for the class. Representation, as lead counsel, of a class of investors in Gerber v. Computer Associates International, Inc., a securities class action that resulted in a multimillion dollar recovery jury verdict that was upheld on appeal; and Representation, as lead counsel, of a certified class of purchasers of PRIDES securities in connection with the Cendant Corporation accounting fraud in In re Cendant Corporation PRIDES Litigation. Mr. Kirby, acting for the firm, was instrumental in securing an approximate $350 million settlement for the certified class an unprecedented 100 percent recovery. Mr. Kirby is admitted to the New York State Bar, the United States District Courts for the Southern, Northern and Eastern Districts of New York, the United States Courts of Appeals for the Second, Third, Fifth, Seventh, Eighth, Ninth, and Eleventh Circuits and the United States Supreme Court. He attended Stanford University & Columbia College (B.A.) and Columbia University School of Law (J.D.) where he was an International Fellow. He also attended The Hague Academy of International Law (Cert. D Att.). Following law school, he was law clerk to the late Honorable Hugh H. Bownes, United States District Court for New Hampshire, and thereafter the United States Court of Appeals for the First Circuit. During 2010, and again in 2011, Mr. Kirby was and will be a visiting Law Fellow at University of Oxford, St. Hilda s College. Mr. Kirby is conversant in French. Kirby Mcinerney llp - 3

104 Case 1:08-cv LPS Document Filed 06/01/11 Page 5 of 34 PageID #: 3170 Alice Mcinerney is a partner in our New York office focusing on antitrust and consumer matters, and who also handles securities class actions. Ms. McInerney joined the firm in 1995 and has over 30 years of experience as an attorney. Ok Prior to joining KM, Ms. McInerney was Chief of the Investor Protection Bureau and Deputy Chief of the Antitrust Bureau of the New York Attorney General s office. While there, she chaired the Enforcement Section of the North American Securities Administrators Association and also chaired the Multi-State Task Force on Investigations for the National Association of Attorneys General. Some of Ms. McInerney s relevant work includes: Representation, as lead and co-lead counsel, of consumer classes in antitrust cases against Microsoft. These litigations resulted in settlements totaling nearly a billion dollars for consumers in Florida, New York, Tennessee, West Virginia and Minnesota; Representation of a class of retailers in In re Visa Check/Master Money Antitrust Litigation, an antitrust case which resulted in a settlement of over $3 billion for the class; Representation of public entities in connection with ongoing Medicaid fraud and false claims act litigations arising from health expenditures of these state and local governmental entities; and Representation of California homeowners in litigation arising from mortgage repayment irregularities. Litigation resulted in settlements that afforded millions of California homeowners clear title to their property. The cases resulted in the notable decision Bartold v. Glendale Federal Bank. Ms. McInerney is admitted to the New York State Bar, all United States District Courts for the State of New York, the United States Court of Appeals for the Second Circuit and the United States Supreme Court. She graduated from Smith College (B.A. 1970) and Hofstra School of Law (J.D. 1976). Kirby Mcinerney llp - 4

105 Case 1:08-cv LPS Document Filed 06/01/11 Page 6 of 34 PageID #: 3171 OcA ^r, b i10 Randall K. Berger is a partner in our New York office focusing on antitrust, whistleblower and unclaimed property litigation. Mr. Berger joined the firm in 1994 and leads the firm s whistleblower practice. In whistleblower cases, fraud against Federal and State governments is exposed by persons having unique ^. knowledge of the circumstances surrounding the fraud. The whistleblowers are often compensated from any recovery and the cases are generally litigated under seal. Mr. Berger is a certified arbitrator for the National Association of Securities Dealers. The arbitration panels where Mr. Berger serves are used to resolve disputes between NASD member firms and customers, and to resolve intra-industry conflicts. Some of Mr. Berger s relevant work includes: Representation, as co-lead counsel, of investors in Ponzi scheme instruments issued by the nowbankrupt Bennett Funding Group in a class action which resulted in a recovery of $169.5 million for the class; Representation of State Treasurers in litigation against the Federal government to recover unclaimed U.S. savings bond proceeds; Multi-district class action litigation against Ford Motor Company alleging that a design defect in the Econolite E-350 van causes roll over accidents in violation of UCC warranties and state law consumer fraud statues; and Antitrust litigation against the 27 largest investment banks in the United States in connection with alleged price fixing in the market for the underwriting of initial public stock offerings. Mr. Berger is admitted to the New York State Bar, the United States District Courts for the Southern, Eastern and Northern Districts of New York and the District of Colorado. He has been a member of the New York City Bar Association since He graduated from Iowa State University (B.S., 1985) and from the University of Chicago (J.D., 1992). Prior to attending law school and joining KM, Mr. Berger applied his undergraduate (Engineering) degree to a position with the management information consulting division of Arthur Andersen & Co. Kirby Mcinerney llp - 5

106 Case 1:08-cv LPS Document Filed 06/01/11 Page 7 of 34 PageID #: 3172 David bishop is a partner in our New York office. Mr. Bishop joined the firm in 2006 following a distinguished career in local government. Mr. Bishop was elected to the Suffolk County Legislature in 1993 while still attending Fordham Law School. There he served in several leadership capacities, including Democratic Party Leader, Chairman of Public Safety and Chairman of Environment. His legislative record earned him recognition from the Nature Conservancy, the Child Care Council and the Long Island Federation of Labor. As an attorney in private practice, Mr. Bishop has litigated numerous NASD arbitrations on behalf of claimants. In addition to his work in connection with securities matters, Mr. Bishop helps to coordinate the firm s client relations activities. Recent cases in which Mr. Bishop has been involved include: Representation of a union pension fund as lead plaintiff in Nach v. Huber in securities class action arising from Moody s misrepresentation about and in the course of its rating of mortgage-related securities. Classwide losses are estimated to be in the billions; Representation, as co-lead counsel, of an investor class led by an individual investor in Lapin v. Goldman Sachs, a securities class action against Goldman Sachs. This litigation resulted in a recovery of $29 million for the class; and Representation, as lead counsel, of a class of investors led by a hedge fund against Herley Industries in In re Herley Industries Inc. Securities Litigation. This litigation resulted in a recovery of $10 million for the class. Mr. Bishop is admitted to the New York State Bar and the United States District Court for the Eastern District of New York. He is a member of the Public Investors Arbitration Bar Association and of the New York City Bar Association. He graduated from American University (B.A., 1987) and from Fordham University (J.D., 1993). Kirby Mcinerney llp - 6

107 Case 1:08-cv LPS Document Filed 06/01/11 Page 8 of 34 PageID #: 3173 s^ Joanne Cicala is a partner in our Texas office who focuses on health care fraud and consumer litigation. Ms. Cicala has been with the firm since 1997 and serves as Special Assistant Attorney General to the States of Michigan and Iowa, and counsel to the City of New York and forty three New York County governments in connection with ongoing Medicaid fraud litigations and other matters arising out of the health expenditures of these state and local governmental entities. Ms. Cicala also represents and advises numerous public employee health benefit 4 funds and Taft Hartley funds on an array of issues related to their health care expenditures and relationships with Pharmacy Benefit Managers. Ms. Cicala is a member of the National Association of Public Pension Fund Attorneys and the County Attorneys Association of the State of New York. Some of Ms. Cicala s recent, relevant experience includes: Representation of the City of New York in federal antitrust proceedings against GlaxoSmithKline for defrauding the U.S. Patent and Trademark Office in order to unlawfully extend patents for certain drugs; Representation of an objector to the settlement in Reynolds v. Beneficial National Bank in the U.S. Northern District Court for the District of Illinois. Ms. Cicala and KM successfully persuaded the U.S. Court of Appeals for the Seventh Circuit and ultimately the district court to overturn the settlement in question, and were then appointed co-lead counsel to the class. Ms. Cicala and KM were lauded by the presiding judge for their intelligence and hard work, and for obtaining an excellent result for the class. Representation, as lead and co-lead counsel, of consumer classes in connection with antitrust proceedings against Microsoft. These litigations resulted in settlements totaling nearly a billion dollars for consumers in Florida, Tennessee, West Virginia and Minnesota; and Representation, as lead counsel, of a class of investors in Gerber v. Computer Associates International, Inc., a securities class action which succeeded in trial and resulted in a multimillion dollar recovery for the class. Ms. Cicala is admitted to practice in the states of New York, New Jersey and Texas. She is also admitted to the all U.S. District Courts in New York, the Western District of Texas and the United States Court of Appeals for the Second, Seventh and Eighth Circuits. She graduated from Georgetown University (B.S.F.S., 1987) and Fordham University Law School (J.D., 1994). Prior to joining KM, Ms. Cicala was a litigator with Lane & Mittendorf LLP (now Windels Marx Lane & Mittendorf, LLP). Prior to attending law school, she worked for a US-AID funded organization in Washington, DC on legislative development projects in Central America. Ms Cicala also has extensive experience managing municipal welfare reform activities. Kirby Mcinerne y llp - 7

108 Case 1:08-cv LPS Document Filed 06/01/11 Page 9 of 34 PageID #: 3174 Daniel Hume is a partner in our New York office focusing on antitrust and securities litigation. Mr. Hume joined the firm in 1995 and currently leads our r antitrust litigation practice. He has advised clients in connection with significant antirust litigation and has helped to recover billions of dollars for corporate consumers, individual consumers, and institutional investors throughout the course of his career. Some of Mr. Hume s relevant work includes: Representation, as a lead counsel, of consumer classes in connection with antitrust proceedings against Microsoft in the United States and Canada. So far, these litigations have resulted in settlements totaling nearly a billion dollars for consumers in Florida, New York, Tennessee, West Virginia and Minnesota, where the litigation proceeded to trial. The Canadian litigation is ongoing; Representation, as lead counsel, of the investor class in In re AT&T Wireless Tracking Stock Securities Litigation, a securities class action which resulted in recovery of $150 million for the class; Representation, as a lead counsel, of a class of consumers in connection with In re Reformulated Gasoline (RFG) Antitrust and Patent Litigation and Related Actions. This litigation resulted in a $48 million recovery for the class; Representation, as a lead counsel of a union pension fund as lead plaintiff in In re Moody s Corporation Securities Litigation, a securities class action arising from Moody s misrepresentation about and in the course of its rating of mortgage-rletaed securiities. Classwide losses are estimated to be in the billions; and Representation, as a lead counsel, of a class of purchasers of computers containing Intel s microprocessor chips in Coordination Proceedings Special Title, Intel x86 Microprocessor Cases. This litigation is ongoing; Mr. Hume is admitted to the New York State Bar and federal courts around the country, including the United States District Courts for the Southern and Eastern Districts of New York, the United States Court of Appeals for the Second Circuit and the United States Supreme Court. He graduated from the State University of New York at Albany magna cum laude (B.A., 1988) and from Columbia Law School, where he served as Notes Editor for the Columbia Journal of Environmental Law (J.D., 1991). Kirby Mcinerney llp - 8

109 Case 1:08-cv LPS Document Filed 06/01/11 Page 10 of 34 PageID #: 3175 David E. Kovel is a partner in our New York office focusing on whistleblower, antitrust, commodities, securities and corporate governance matters. Mr. Kovel joined the firm in _ t.4 In additional to confidential whistleblower matters, recent cases in which Mr. Kovel has been involved include: Representation, as counsel for lead plaintiff and other share holders in a derivative action brought against members of the Board of Directors and senior executives of Pfizer, Inc. Plaintiffs made a breach of fiduciary duty claim because defendants allegedly allowed unlawful promotion of drugs to continue even after receiving numerous red flags that the improper drug marketing was systemic. Pfizer agreed to pay a proposed settlement of $75 million and to make groundbreaking changes to the Board s oversight of regulatory matters; Representation, as a lead counsel, of members of electricity cooperatives who seek corproate governance reforms and recovery of their longstanding capital investments inthe cooperatives; Representation, as a lead counsel, of a class of New York State consumers in connection with antitrust proceedings against Microsoft; Representation, as lead counsel, of a class of gasoline purchasers in Califiornia in connection with Unocal Inc. s manipulation of the standard-setting process for gasoline. The litigation resulted in a in a $48 million recovery for the class; Representation of propane purchasers who were harmed by BP America s manipulation of the physical propane market; and Representation of various whistleblowers who claim that their companies have defrauded the United States Government or other state and city governments. Mr. Kovel is admitted to the New York State Bar, the United States District Courts for the Southern, Eastern, Western and Northern Districts of New York, the First Circuit and the Connecticut State Bar. He graduated from Yale University (B.A.), Columbia University School of Law (J.D.) and Columbia University Graduate School of Business (M.B.A.). Mr. Kovel traded commodities for several years before attending law school. Prior to joining KM, Mr. Kovel practiced at Simpson Thacher & Bartlett LLP. Kirby Mcinerne y llp - 9

110 Case 1:08-cv LPS Document Filed 06/01/11 Page 11 of 34 PageID #: 3176 r_ Peter S. Linden is a partner in our New York office focusing on securities, commercial, and healthcare fraud litigation. Mr. Linden joined the firm in 1990 and focuses on providing advisory services to government pension funds and ^ other institutional investors as well as to corporate and individual consumers. He has been appointed a Special Assistant Attorney General for the State of Michigan and is a member of the National Association of Public Pension Plan Attorneys. Mr. Linden has obtained numerous outstanding recoveries for investors and consumers during his career. His advocacy has also resulted in many notable decisions, including in In re Matsushita Securities Litigation, which granted partial summary judgment under 14(d)(7) of the Securities Exchange Act, and In re Ebay Inc. Shareholders Litigation, which found that investment banking advisors could be held liable for aiding and abetting insiders acceptance of IPO allocations through spinning. Mr. Linden has been quoted or featured in articles in The New York Times and The American Lawyer. Some of Mr. Linden s relevant experience includes: Representation of the lead plaintiff in In re Citigroup Inc Securities Litigation, a class action arising out of Citigroup s alleged misrepresentations regarding their exposure to losses associated with numerous collateralized debt obligations. Full disclosure caused billions of dollars in shareholder losses. On November 9, 2010, the Court denied in large part defendants motion to dismiss; Representation, as co-lead counsel, of an investor class and an institutional plaintiff in In re BISYS Securities Litigation, a class action arising out of alleged accounting improprieties and which resulted in a $65 million recovery for the class; Serving as Chairman of the Plaintiffs Steering Committee in In re MCI Non-Subscriber Litigation, a consumer class action which resulted in an approximately $90 million recovery for the class; Representation of an objector to the settlement in Reynolds v. Beneficial National Bank in the United States Northern District Court for the District of Illinois. Mr. Linden and KM successfully persuaded the U.S. Court of Appeals for the Seventh Circuit and ultimately the district court to overturn the settlement in question, and were then appointed co-lead counsel to the class. Mr. Linden and KM were lauded by the presiding judge for their intelligence and hard work, and for obtaining an excellent result for the class. Mr. Linden is admitted to the New York State Bar, the United States Courts of Appeals for the Third, Sixth, Eighth, and Eleventh Circuits, and the United States District Courts for the Eastern and Southern Districts of New York, the Eastern District of Michigan and the District of Colorado. He graduated from the State University of New York at Stony Brook (B.A., 1980) and the Boston University School of Law (J.D., 1984). Prior to joining KM, Mr. Linden worked as an assistant district attorney in the Kings County District Attorney s Office from 1984 through October, 1990 where he served as a supervising attorney of the Office s Economic Crimes Bureau. Kirby Mcinerney llp - 10

111 Case 1:08-cv LPS Document Filed 06/01/11 Page 12 of 34 PageID #: 3177 Andrew M. McNeela is a partner in our New York office focusing on securities litigation. Mr. McNeela joined the firm in F1 Some of Mr. McNeela s relevant work includes: Representation of the New York City Pension Funds as lead plaintiff in a class action against Wachovia Corporation arising from Wachovia s alleged misrepresentations of their exposure to the subprime market. Classwide losses are estimated to be in the billions; Representation of the NY State Common Retirement Fund as lead plaintiff in In re National City Corporation Securities, Derivative & ERISA Litigation, a securities class action arising from National City s alleged misrepresentations regarding exposure to subprime mortgage related losses. During the class period, the company s stock fell from approximately $37 to $6; Representation, as lead counsel, in the securities class action In Re Herley Industries Inc. Securities Litigation on behalf of investors. This litigation resulted in a recovery of $10 million for the class; and Representation, as lead counsel, of investors in Goldman Sachs common stock in a securities class action case pertaining to Goldman s alleged instruction to their research analysts to favor procurement of investment banking deals over accuracy in their research. Disclosure caused Goldman Sachs stock to decline materially. This litigation resulted in a recovery of $29 million for the class. Immediately prior to joining KM, Mr. McNeela served as an Assistant United States Attorney in the Civil Division of the United States Attorney s Office for the Southern District of New York. In this capacity, he represented the United States in a wide array of civil litigation. Mr. McNeela has argued over twenty cases before the United States Court of Appeals for the Second Circuit. Mr. McNeela is admitted to the New York State Bar, the United States Court of Appeals for the Second Circuit, and the United States District Courts for the Southern and Eastern Districts of New York. He is a member of the New York American Inn of Court. He graduated from Washington University (B.A., 1995) and from Hofstra University School of Law (J.D., 1998, cum laude), where he was a member of the Law Review. Kirby Mcinerney llp - 11

112 Case 1:08-cv LPS Document Filed 06/01/11 Page 13 of 34 PageID #: 3178 Ira M. Press is a partner in our New York office focusing in securities and consumer litigation. Mr. Press joined the firm in 1993, and currently leads the firm s Institutional Monitoring Program. In this capacity, he has provided advisory services to numerous government pension funds and other institutional investors. He has authored articles on securities law topics and has lectured to audiences of attorneys, experts and institutional investor fiduciaries. Mr. Press advocacy has resulted in several landmark appellate decisions including, Rothman v. Gregor, the first ever appellate reversal of a lower court s dismissal of a securities class action suit pursuant to the 1995 private securities litigation reform act, and more recently, Pinker v. Roche Holdings. Some of Mr. Press relevant experience includes: Representation of the NY State Common Retirement Fund as lead plaintiff in Robert Casey, et al. v. National City Corporation, et al, a securities class action arising from National City s issue of alleged materially false and misleading statements regarding the Company s business, including the extent of its exposure to subprime mortgage related losses. During the class period, the company s stock fell from approximately $30 to less than $16. Representation of the lead plaintiff in In re Citigroup Inc Securities Litigation, a class action arising out of Citigroup s alleged misrepresentations regarding their exposure to losses associated with numerous collateralized debt obligations. Full disclosure caused billions of dollars in shareholder losses. On November 9, 2010, the Court denied in large part defendants motion to dismiss; Representation of a union pension fund as lead plaintiff in Nach v. Huber in securities class action arising from Moody s misrepresentation about and in the course of its rating of mortgage-related securities. Classwide losses are estimated to be in the billions; Representation, as lead counsel, of the investor class in In re AT&T Wireless Tracking Stock Securities Litigation, a securities class action which resulted in recovery of $150 million for the class; Representation of numerous institutional investors who have opted out of securities class actions to pursue individual claims. Mr. Press is admitted to the New York State Bar, the United States Court of Appeals for the Second, Third and Eleventh Circuits, and the United States District Courts for the Eastern, Northern and Southern Districts of New York. He graduated from Yeshiva University magna cum laude (B.A., 1986) and from New York University Law School (J.D., 1989). Prior to joining KM, Mr. Press practiced at Warshaw Burstein Cohen Schlesinger & Kuh, LLP, where he focused on commercial litigation. Kirby Mcinerney llp - 12

113 Case 1:08-cv LPS Document Filed 06/01/11 Page 14 of 34 PageID #: 3179 Mark A. Strauss is a partner in our New York office focusing in securities class actions and class action cases involving defrauded investors and consumers. Mr. Strauss joined the firm in He has broad experience litigating auditor liability and Ponzi scheme cases. He also litigates claims on behalf of shareholders in mergers and acquisitions. ' Some of Mr. Strauss relevant work includes significant roles in the following litigations: Representation, as co-lead counsel, of a multinational bank as lead plaintiff in In re: Adelphia Communications Corp. Securities & Deriv. Litig., a securities class action which resulted in a total recovery of $455 million for the class; Representation, as co-lead counsel, of a class of hedge fund investors in Cromer Finance v. Berger, et al., a securities class action which resulted in a total recovery of US$65 million, and one of the largest ever recoveries against a non-auditor third party service provider: Representation, as lead counsel, of a class of investors in a hedge fund, Lipper Convertibles, L.P., which fraudulently overstated its investment performance, in In re: Serino v. Lipper, et al. This litigation is ongoing; and Representation, as lead counsel, of a class of bond investors in Amazon.com in Argent Classic Convertible Arbitrage Fund v. Amazon.com, a securities class action which resulted in a total recovery of $20 million for the class; Mr. Strauss is admitted to the New York State Bar, the United States District Courts for the Eastern and Southern Districts of New York, the State of California and the Northern, Southern and Central Districts of California. He graduated from Cornell University (B.A., 1987) and from Fordham University School of Law, where he was Associate Editor of the Law Review (J.D., 1993). Prior to joining KM, Mr. Strauss practiced at Christy & Viener, LLP and Cahill Gordon & Reindel LLP where he focused on commercial litigation and class action defense. publications: Are Class Actions Against broker/dealers Dead? Securities Regulation and Law Report, Vol. 36, No. 2, 01/12/2004, pp Note, Public Employees Freedom of Association Should Connick s Free-Speech Based Public-Concern rule Apply? 61 Fordham L. Rev. 473 (1992) Kirby Mcinerney llp - 13

114 Case 1:08-cv LPS Document Filed 06/01/11 Page 15 of 34 PageID #: 3180 Henry Telias is of-counsel to the firm and practices out of our New York office, focusing on accountants liability and securities litigation. Mr. Telias joined the firm in In addition to his legal work, Mr. Telias is the firm s chief forensic accountant. He holds the CFF credential (Certified in Financial Forensics) and the PFS credential (Personal Financial Specialist) from the American Institute of Certified Public Accountants. Mr. Telias received his CPA license from New York State in Prior to practicing as an attorney, he practiced exclusively as a certified public accountant from 1982 to 1989, including 3 years in the audit and tax departments of Deloitte Haskins & Sells New York office. Some of Mr. Telias relevant experience includes: Representation of the lead plaintiff in In re Citigroup Inc Securities Litigation, a class action arising out of Citigroup s alleged misrepresentations regarding their exposure to losses associated with numerous collateralized debt obligations. Full disclosure caused billions of dollars in shareholder losses. On November 9, 2010, the Court denied in large part defendants motion to dismiss; Representation of a union pension fund as lead plaintiff in Nach v. Huber in securities class action arising from Moody s misrepresentation about and in the course of its rating of mortgage-related securities. Classwide losses are estimated to be in the billions; Representation of the New York City Pension Funds as lead plaintiff in a class action against Wachovia Corporation arising from Wachovia s alleged misrepresentations of their exposure to the subprime market. Classwide losses are estimated to be in the billions; and Representation, as lead counsel, of a certified class of purchasers of PRIDES securities in connection with the Cendant Corporation accounting fraud in In re Cendant Corporation PRIDES Litigation. This litigation resulted in an approximate $350 million settlement for the certified class an unprecedented 100 percent recovery. Mr. Telias is admitted to the New York State Bar and the United States District Court for the Southern District of New York. He graduated from Brooklyn College cum laude (B.S., 1980) and from Hofstra University School of Law (J.D., 1989). Mr. Telias is a member of the American Institute of Certified Public Accountants, the Association of Certified Fraud Examiners, and the American Finance Association. Kirby Mcinerney llp - 14

115 Case 1:08-cv LPS Document Filed 06/01/11 Page 16 of 34 PageID #: 3181 Kenneth G. Walsh is of counsel to the firm and practices out of our New York r office. Mr. Walsh joined the firm in 2007 and concentrates primarily on antitrust litigation, representing direct purchasers of medical devices and pharmaceuticals in federal courts. In addition, he has significant involvement in a number of state M w law antitrust and consumer protection actions. Mr. Walsh is currently serving as lead counsel to direct purchasers of urological catheters in a federal antitrust case pending in the Eastern District of Missouri. Some of Mr. Walsh s relevant work includes: Representation, as lead counsel, of direct purchasers in an antitrust case against C.R. Bard, Inc. for alleged monopolization of the urological catheter market; Representation, as one of the firms with primary responsibility for the case, of direct purchasers in an antitrust case against Becton Dickinson for alleged monopolization of the hypodermic syringe market; Representation, as co-lead counsel, of indirect purchasers in an antitrust case against Cemex, Inc., Flordia Rock Industries, Inc., Tarmac America LLC, and Prestige AB Management Co. LLC for alleged conspiracy to fix the price of ready-mix concrete in the state of Florida; and Representation, as one of the firms with primary responsibility for the case, of direct purchasers in an antitrust case against CSL Limited, CSL Behring LLC, and Baxter International Inc. for allegedly conspiring to fix the price of immuneglobulin ( Ig ) and albumin. Prior to joining KM, Mr. Walsh served as national counsel in significant federal antitrust actions while with Boies, Schiller, Flexner, LLP and Straus & Boies, LLP. During his time at Boies, Schiller & Flexner, LLP, Mr. Walsh served as co-lead national counsel for approximately 3,700 independent retail pharmacies who are plaintiffs in a federal antitrust case pending against major drug manufacturers. He also defended AT&T/Southwestern Bell Telephone against monopolization claims brought in Texas state courts and in federal court in Oklahoma. Mr. Walsh also had significant involvement in a trademark infringement action that the firm brought and successfully settled on behalf of a prominent fashion designer. During his time at Straus & Boies, LLP, Mr. Walsh represented a nationwide class of indirect purchasers of computer chips. Mr. Walsh is admitted to the New York State Bar and the United States District Courts for the Eastern and Southern Districts of New York. He graduated from Catholic University (B.A., 1987) and from New York Law School (J.D., 1992). Kirby Mcinerney llp - 15

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