UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

Transcription

1 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA MICHAEL HALTMAN, et al., Case No CBM Plaintiffs, Consolidated Class Action vs. AURA SYSTEMS, INC., et al., Defendants. BARRY ABRAMS, on behalf of himself and Case No CBM derivatively on behalf of AURA SYSTEMS, INC., Derivative Action Plaintiff, vs. ZVI KURTZMAN, et al., Defendants. ROBERT STILSON, Case No CBM Plaintiff, Derivative Action vs. AURA SYSTEMS, INC., et al., Defendants. TO: TO: NOTICE OF PROPOSED SETTLEMENT AND SETTLEMENT HEARING ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED ANY SHARES OF THE COMMON STOCK OF AURA SYSTEMS, INC. DURING THE PERIOD FROM AUGUST 20, 1990, THROUGH AND INCLUDING JUNE 12, 1992 (THE "SETTLEMENT CLASS" AND ALL PERSONS WHO BENEFICIALLY OWNED SHARES OF COMMON STOCK OF AURA SYSTEMS, INC. ON DECEMBER 21, 1993 (THE "SHAREHOLDERS OF RECORD". IMPORTANT PLEASE READ THIS NOTICE CAREFULLY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. Notice of Settlement Hearing A settlement hearing will be held on August 1, 1994, at 10:00 a.m., before the Honorable Consuelo B. Marshall, United States District Judge, at the United States Courthouse, Courtroom No. 11, 312 N. Spring St., Los Angeles, California (the "Settlement Hearing". The purpose of the Settlement Hearing will be to determine: (1 whether the settlement of the Consolidated Class Action and the Derivative Actions in the amount of $2,000,000 in cash from insurance proceeds and $4,000,000 in Aura securities or cash, at Aura's sole discretion, should be approved as fair, just, reasonable and adequate to the Class and its members, and as to the settlement of the Derivative Actions, to Aura and its Shareholders of Record; (2 whether the respective contributions and each of the releases should be approved as fair, just, reasonable and adequate to the Class and its members, and as to the settlement of the Derivative Actions, to Aura and its Shareholders of Record; (3 whether the proposed plan of allocation is fair, just, reasonable, and adequate; and (4 whether applications of Class Counsel and Derivative Counsel for an award of attorneys' fees, costs, and expenses, or for a special award for Named Class Plaintiffs, should be approved. The Court may adjourn or continue the Settlement Hearing without further notice to the Settlement Class or Shareholders of Record. Purpose of Notice and Description of Litigation This notice is given pursuant to Rules 23 and 23.1 of the Federal Rules of Civil Procedure and an order of the United States District Court for the Central District of California entered on May 24, The purpose of this notice is to inform you of a proposed settlement of the Consolidated Class Action and the Derivative Actions as described below. This notice describes rights you may have under the proposed settlement and what steps you may take in relation to this litigation. This notice is not an expression of any opinion by the Court as to the merits of any of the claims or defenses asserted by any party in this litigation, or the fairness or adequacy of the proposed settlement.

2 A. The Consolidated Class Action On or about June 4, 1992, Michael Haltman, a purported purchaser of Aura common stock, filed a class action complaint titled Haltman v. Aura Systems, Inc., et al., Case No in the United States District Court for the Central District of California. On or about June 4, 1992, Jack Siegel filed a class action complaint, Siegel v. Aura Systems, Inc., et al., Case No in the United States District Court for the Central District of California; on or about June 8, 1992, Lucian B. Cox III filed a class action complaint, Cox v. Aura Systems, Inc., et al., Case No in the United States District Court for the Central District of California; on or about June 11, 1992, Howard Rosen filed a class action complaint, Rosen v. Peter C. Jaquith, et al., Case No in the United States District Court for the Central District of California; on or about June 15, 1992, Philip P. and Alison M. Dolcetti filed a class action complaint, Dolcetti v. Peter C. Jaquith, et al., Case No in the United States District Court for the Central District of California; on or about June 15, 1992, Andrew R. Benerofe filed a class action complaint, Benerofe v. Aura Systems, Inc., et al., Case No in the United States District Court for the Central District of California; on or about June 16, 1992, Henry and Joanne Cole filed a class action complaint, Cole v. Aura Systems, Inc., et al., Case No in the United States District Court for the Central District of California; on or about June 17, 1992, Arthur B. Davis filed a class action complaint, Davis v. Aura Systems, Inc., et al., Case No in the United States District Court for the Central District of California; on or about June 19, 1992, Nicholas Rekoutis and Susan Sugar filed a class action complaint, Rekoutis v. Peter C. Jaquith, et al., Case No in the United States District Court for the Central District of California. Each complaint alleged that statements made publicly during the Class Period by Defendants, or for which they were responsible, were materially false and misleading in failing to describe truthfully and accurately Aura's financial condition. The complaints alleged violations of sections 10(b and 20 of the Securities Exchange Act of 1934, and fraud and negligent misrepresentation under California common law. All of the class actions were transferred to Judge Consuelo B. Marshall, and she ordered the class actions consolidated under Haltman, et al. v. Aura Systems, Inc., et al., Case No CBM. On or about September 14, 1992, a first amended consolidated class action complaint was filed, naming Michael Haltman, Jack Siegel, Lucian B. Cox III, Howard Rosen, Philip P. Dolcetti, Alison M. Dolcetti, Andrew R. Benerofe, Henry and Joanne Cole, As Tenants By Entirety, Arthur B. Davis, Nicholas Rekoutis, Susan Sugar, Harvey S. Luterman, Trustee of the Harvey S. Luterman, P.C. Profit Sharing Trust Dated 2/28/85, and Eric A. Bray as class plaintiffs and Aura Systems, Inc., Zvi Kurtzman, Arthur J. Schwartz, Francis J. Phalen, Joseph F. Bevacqua, Peter C. Jaquith, Neal B. Kaufman, Charles Rogers Saxon, Cipora Kurtzman, Norman Reitman, Tilal Corp., Westar Capital Corporation, and First Hanover Securities, Inc. as defendants. On or about October 15, 1992, defendants filed a motion to dismiss the first amended consolidated complaint for failure to state a claim under Rule 12(b(6 of the Federal Rules of Civil Procedure and failure to plead fraud with particularity in violation of Rule 9(b of the Federal Rules of Civil Procedure. On March 15, 1993, Judge Marshall issued a written order granting, without prejudice, defendants' motion to dismiss (except for defendant Norman Reitman who was dismissed with prejudice. On or about April 6, 1993, a second amended consolidated class action complaint was filed by the same plaintiffs against all defendants except Norman Reitman. On or about May 3, 1993, defendants filed a motion to dismiss the second amended consolidated complaint. During the pendency of the motion, counsel for plaintiffs and defendants continued discussions of a possible settlement and agreed to postpone any hearing on the motion. B. The Derivative Actions On or about June 15, 1992, Barry Abrams, on behalf of himself and derivatively on behalf of Aura Systems, Inc., filed a derivative complaint, Abrams v. Kurtzman, et al., Case No in the United States District Court for the Central District of California; on or about June 19, 1992, Robert Stilson filed a derivative complaint, Stilson v. Aura Systems, Inc., et al., Case No. BC in the Superior Court for the County of Los Angeles, California. On or about August 24, 1992, the Stilson action was transferred to the United States District Court for the Central District of California and assigned Case No CBM. On or about July 29, 1992, plaintiffs in the Abrams and Stilson actions filed a motion to consolidate the derivative actions before Judge Consuelo B. Marshall and requested leave to file a first amended consolidated derivative complaint. The motion is still pending before the Court and no responsive pleading has been filed. Benefits of the Settlement Class Counsel have concluded that it is in the best interests of the Named Class Plaintiffs and Class Members that the Consolidated Class Action be settled on the terms and conditions set forth in the Stipulation. Class Counsel reached that conclusion after considering the factual and legal issues in the Consolidated Class Action, the substantial benefits that Class Members will receive under the Settlement, the risks and uncertainties of continued litigation, the expense that would be necessary to prosecute the Consolidated Class Action through trial and through any appeals that might be taken, and the likelihood of success at trial. Derivative Counsel, along with counsel for Aura Systems, Inc., have concluded that it is in the best interests of the Shareholders of Record that the Derivative Actions be settled on the terms and conditions set forth in the Stipulation. Derivative Counsel, along with counsel for Aura Systems, Inc., reached that conclusion after considering the factual and legal issues in the Derivative Actions, the substantial benefits to Shareholders of Record under the Settlement, the risks and uncertainties of continued litigation, the expense and disruptions of Aura's business that would be necessary to prosecute the Derivative Actions through trial and through any appeals that might be taken, and the likelihood of success at trial. Settlement Of The Consolidated Class Action and Derivative Actions A written settlement agreement dated as of May 19, 1994 (the "Stipulation", has been entered into by the Named Class Plaintiffs on behalf of the "Settlement Class", the Named Derivative Plaintiffs on behalf of Aura and shareholders of record as of December 21,

3 ("Shareholders of Record", and the Defendants ("Settlement Class," "Shareholders of Record," and "Defendants" are referred to hereinafter as "Settling Parties". The following is a summary of the terms of the Stipulation. For the full details of the proposed settlement, you may desire to refer to the Stipulation, which is on file with the Court. IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS, THE FOLLOWING APPLIES TO YOU: Order Certifying a Class for Purposes of Settlement of the Consolidated Class Action On May 24, 1994, the Court, for purposes of the proposed settlement of the Consolidated Class Action, certified a Class consisting of all persons and entities (other than Defendants, members of the immediate families of each of the individual Defendants, or any entity in which any Defendant has or had a controlling interest and their legal representatives who purchased or otherwise acquired the common stock of Aura during the period from August 20, 1990, through and including June 12, 1992 (the "Class Period". The Court appointed the Named Class Plaintiffs as representatives of the Class, and designated the law firms of Milberg Weiss Bershad Hynes & Lerach; The Law Offices of Joseph H. Weiss; and Cohen, Milstein, Hausfeld & Toll as counsel for the Class ("Class Counsel". Participation in the Class If you purchased or otherwise acquired any Aura common stock during the Class Period, you are a Class Member unless you elect to be excluded from the Class by the procedure described below. All Class Members who do not request to be excluded from the settlement will be bound by any judgment entered in the Consolidated Class Action pursuant to the Stipulation, whether or not that person files a Proof of Claim. If you wish to remain a Class Member, you need do nothing (other than timely file a Proof of Claim and Release in order to participate in the distribution of the Class Settlement Fund and your rights will be represented by Class Counsel. If you wish, you may enter a legal appearance individually or through your own counsel at your own expense. TO BE ELIGIBLE TO PARTICIPATE IN THE DISTRIBUTION OF THE NET CLASS SETTLEMENT FUND, YOU MUST TIMELY COMPLETE AND RETURN THE PROOF OF CLAIM AND RELEASE FORM THAT ACCOMPANIES THIS NOTICE. The Proof of Claim and Release ("Proof of Claim" must be postmarked and delivered to the Claims Administrator at the address below on or before September 15, Unless the court orders otherwise, if you do not timely submit a valid Proof of Claim, you will be forever barred from receiving any payments from the Net Class Settlement Fund, but will in all other respects be bound by the provisions of the Stipulation and the Final Judgment. If you do file a valid and timely Proof of Claim, and you are a Class Member, you will be eligible to share in the Net Class Settlement Fund. Exclusion from the Class You may, if you so desire, request to be excluded from the Settlement Class. To do so, you must mail a written request to: In re Aura Systems, Inc. Securities Litigation c/o Gilardi & Co. P.O. Box 8040 San Rafael, CA The request for exclusion must state: (1 your name, address, and telephone number; (2 your purchases and sales of Aura common stock made during the Class Period; and (3 that you wish to be excluded from the Settlement Class. Your exclusion request must be postmarked on or before July 11, All persons who submit valid and timely requests for exclusion in the manner set forth in this paragraph shall have no rights under the Stipulation, shall not share in the distribution of the Net Class Settlement Fund, and shall not be bound by the Stipulation or the Final Judgment. All persons falling within the definition of the Class who do not request exclusion in the manner set forth in this paragraph shall be members of the Settlement Class and shall be bound by the Stipulation and the Final Judgment. IF YOU ARE A SHAREHOLDER OF RECORD, THE FOLLOWING APPLIES TO YOU: Settlement of the Derivative Actions If you beneficially owned common stock of Aura Systems, Inc. on December 21, 1993 and continue to hold that stock, you are a party to the Derivative Actions. For purposes of this settlement, you are referred to as a Shareholder of Record. You will not receive, and need not return to the Claims Administrator, a Proof of Claim. THE REMAINDER OF THIS NOTICE APPLIES TO BOTH CLASS MEMBERS AND SHAREHOLDERS OF RECORD: The Settlement Fund The Stipulation requires Defendants to cause to be paid the sum of $2,000,000 in cash by Insurers and $4,000,000 in Aura common stock or cash, at Aura's sole discretion, into the "Settlement Fund." Of the $4,000,000 in cash or common stock, if cash is to be added, $2,500,000 will be added to the fund by August 31, 1994 and $1,500,000 will be added to the fund by November 30, If Aura elects to add common stock to the fund, then the amount of stock to be added to the fund will be determined as of the dates above, and the stock will be distributed later. Of the $2,000,000 in insurance proceeds, $1,550,000 will be designated as part of the Class Settlement Fund and $450,000 will be designated as the Derivative Settlement Fund. The $4,000,000 in cash and/or Aura common stock shall be designated as part of the Class 3

4 Settlement Fund. Interest earned on the amounts of cash in the Settlement Fund shall become pro rata part of the Class Settlement Fund and Derivative Settlement Fund. Portions of the Settlement Funds may be used for certain administrative expenses, including costs of publishing, printing, and mailing this notice, costs of publishing newspaper notices of the settlement, costs associated with the establishment and administration of the Settlement Funds, and payment of any taxes assessed against the funds. In addition, a portion of the Class Settlement Fund may be awarded by the Court to Class Counsel, and a portion of the Derivative Settlement Fund may be awarded by the Court to Derivative Counsel, as reasonable attorneys' fees and expenses. The Court may also allow a portion of the Class Settlement Fund as a special award to Named Class Plaintiffs. The portion of the Class Settlement Fund remaining after payment of costs, fees and expenses (the "Net Class Settlement Fund" will be distributed to Class Members who submit valid and timely Proofs of Claim. The portion of the Derivative Settlement Fund remaining after payment of costs, fees and expenses will be distributed to Aura Systems, Inc. Class members who submit valid and timely Proofs of Claim will receive either cash or cash plus Aura common stock. The number of shares to be distributed will be determined as of specific dates described in the Stipulation. The price of Aura common stock may fluctuate after the date of determination of the number of shares to be distributed and before the date of distribution, and no assurances can be given that the price will be the same on both dates. If stock is to be distributed, shareholders will receive cash in lieu of stock if their pro rata share of the stock portion of the Settlement Fund is less than 15 shares. Brokerage fees for sale of less than 15 shares may exceed the amount of proceeds a class member receives from the sale of such shares. Dismissal and Releases If the proposed settlement is approved, the Court will enter a Final Judgment and Order of Dismissal of the Action ("Final Judgment". The Final Judgment will dismiss the Consolidated Class Action and the Derivative Actions, and all claims alleged therein, on the merits and with prejudice as to all Settling Parties. The Final Judgment will provide that the settlement may not be used against Defendants in any action or proceeding, except to enforce the Final Judgment. The Final Judgment will provide that all shall be deemed to have released and forever discharged Aura Systems, Inc., Zvi Kurtzman, Arthur J. Schwartz, Francis J. Phalen, Joseph F. Bevacqua, Peter C. Jaquith, Neal B. Kaufman, Charles Rogers Saxon, Cipora Kurtzman, Norman Reitman, Tilal Corp., Westar Capital Corporation and First Hanover Securities, Inc. and each of their respective past or present directors, officers, employees, partners, principals, agents, underwriters, issuers, investment bankers, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants, auditors, advisors, consultants, personal representatives, predecessors, successors, parents, subsidiaries, divisions, assigns, spouses, heirs, associates, related or affiliated entities, or any members of their immediate families, from any and all claims, causes of action, rights, demands, liabilities, and suits, of any kind whatsoever, including "Unknown Claims" as defined below, that have been or could have been asserted by or against any members of the Settlement Class, or Shareholders of Record, arising out of or in any way relating to: (1 with respect to the Named Class Plaintiffs or any Class Member, any purchase of Aura common stock by the Named Class Plaintiffs or any Class Member during the Class Period; (2 with respect to Aura, the Named Derivative Plaintiffs, or Shareholders of Record, any fact, transaction, event, occurrence, act, failure to act, omission, misrepresentation, or other matter, that is, or could have been, set forth, alleged, underlying, or otherwise referred to in the Consolidated Class Action or Derivative Actions; or (3 the subject matter of the Consolidated Class Action or Derivative Actions (the "Released Claims". Released Claims also include any and all claims, causes of action, rights, demands, liabilities, and suits, of any kind whatsoever, based upon, arising out of, or in any way relating to any fact, transaction, event, occurrence, act, failure to act, omission, misrepresentation, or other matter, that is, or could have been, set forth, alleged, underlying or otherwise referred to in the Consolidated Class Action and Derivative Actions. "Unknown Claims" means any Released Claims which any Settling Party does not know or suspect to exist in his, her or its favor at the time of the release which, if known by him, her or it, might have affected his, her or its release, or might have affected his, her or its decision not to object to the Stipulation. All members of the Settlement Class wishing to share in the distribution of the Net Class Settlement Fund will be required to release and forever discharge the Defendants and their Related Parties from all Released Claims by executing a Proof of Claim. Furthermore, all such members of the Settlement Class will also waive the rights afforded by section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. The Class Members will also waive any rights or benefits afforded by any similar statute or law, or principal of common law, of California or any other jurisdiction. Applications for Fees, Expenses and Awards Class and Derivative Counsel At the Settlement hearing, Derivative Counsel plan to request reimbursement for fees and expenses from the $450,000 being allocated to settlement of the Derivative Actions. Derivative Counsel will request an amount not to exceed $120,000 of the $450,000 allocated to settlement of the Derivative Actions. $280,000 will be distributed to Aura Systems, Inc., and the remainder will be available for payment of costs and expenses incurred by the settlement fund. At the Settlement Hearing, Class Counsel will request the Court to award attorneys' fees of 30 percent (30% of the amount allocated to the Class Settlement Fund. In addition, Class Counsel will seek reimbursement of the expenses they advanced in connection with the litigation. Class Counsel also plans to submit an application for special awards of $5,000 each to be made to Named Class Plaintiffs. 4

5 Neither members of the Settlement Class nor Shareholders of Record are personally liable for any fees and expenses. Plan of Allocation The Class Settlement Fund after deducting fees, expenses, settlement administration costs and taxes (the "Net Class Settlement Fund" shall be distributed to Class Members who submit a valid, timely Proof of Claim ("Authorized Claimants" pursuant to the following Plan of Allocation. (a Each person claiming to be an Authorized Claimant shall be required to submit a separate Proof of Claim and Release (that shall include a release of the Defendants and others in the form set forth in the Proof of Claim and Release accompanying this Notice signed under penalty of perjury and supported by such documents as specified in the Proof of Claim as are reasonably available to the Authorized Claimant. (b To share in the Settlement Fund, you must submit a valid Proof of Claim and Release on the form enclosed with this Notice postmarked or received no later than September 15, 1994, to the address set forth in the attached Proof of Claim form. Unless otherwise ordered by this Court, any Class Member who fails to submit a Proof of Claim within such period, or such other period as may be ordered by the court, shall be forever barred from receiving any payments pursuant to the Stipulation, but will in all other respects be subject to the provisions of the Stipulation and the final judgment entered by the Court. (c To the extent there are sufficient funds in the Net Class Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant's Claim, as defined below. If, however, the amount in the Net Class Settlement Fund is not sufficient to permit payment of the total Claim of each Authorized Claimant, then each Authorized Claimant's Claim shall be paid the percentage that each Authorized Claimant's claim bears to the total of the Claims of all Authorized Claimants. (d A "Claim" will be computed as follows: (i A Claim shall be equal to the amount paid for (including commissions and transfer taxes shares of Aura common stock purchased by Class Member during the Class Period, less either (a the amount realized (net of commissions and transfer taxes from the sale of any such shares during the Class Period or (b as to shares not sold during the Class Period, the number of any such shares held at the close of business on June 12, 1992, multiplied by $3.25. (ii The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date. (iii For Class Members who made multiple purchases or multiple sales during the Class Period, the earliest subsequent sale shall be matched with the earliest purchase and chronologically thereafter for purposes of the Claim calculations. (iv All profits shall be subtracted from all losses to determine the net Claim of each Class Member. (v The Court has reserved jurisdiction to allow, disallow or adjust the Claim of any Class Member on equitable grounds. (e Payment in the manner set forth above shall be deemed conclusive against all Authorized Claimants. All Class Members who fail to complete and file a valid and timely Proof of Claim and Release shall be barred from participating in distributions from the Net Class Settlement Fund unless otherwise ordered by the Court, but otherwise shall be bound by all of the terms of this Stipulation, including the terms of any judgment entered and the releases given. Conditions for Settlement The settlement is conditioned upon the occurrence of a number of events, which are subject to waiver. Those events include, among other things: (1 entry of the Final Judgment by the Court as provided for in the Stipulation; (2 expiration of the time to appeal from the Final Judgment; and (3 receipt of a "No-Action" letter from the Division of Corporation Finance of the Securities and Exchange Commission relating to issuance of Aura common stock as part of the Class Settlement Fund. If, for any reason, any one of the conditions described in the Stipulation is not met, the Stipulation may be terminated and, if terminated, will become null and void, and the parties to the Stipulation will be restored to their respective positions as of the date of the Stipulation. 5

6 The Right To Be Heard At The Hearing Any member of the Class who has not validly and timely requested to be excluded from the Settlement Class, or any Shareholder of Record, who objects to any aspect of the settlement of the Actions, the plan of allocation, or applications of Class and Derivative Counsel for attorneys' fees, costs, and expenses, or special awards to Named Class Plaintiffs, may appear and be heard at the Settlement Hearing. Any such person must submit a written notice of objection, postmarked on or before July 11, 1994, to each of the following addresses: Clerk of the Court Michael J. Bettinger Keith F. Park United States District Court Pillsbury Madison & Sutro Milberg Weiss Bershad Central District of California 225 Bush Street Hynes & Lerach Los Angeles, CA Post Office Box West Broadway Suite 1800 Re: Haltman, et al. v. San Francisco, CA San Diego, CA Aura Systems, Inc., et al. The notice of objection should demonstrate the objecting person's membership in the Settlement Class, or as a Shareholder of Record, and contain a statement of the reasons for objection. Only members of the Settlement Class or Shareholders of Record who have submitted written notices of objection in this manner will be entitled to be heard at the Settlement Hearing, unless the Court otherwise so orders. SPECIAL NOTICE TO NOMINEES: If you purchased any Aura common stock during the Class Period as nominee for a beneficial owner, or if you held any Aura common stock as a nominee for a Shareholder of Record, then, within ten (10 days after you receive this Notice, you must either: (1 send a copy of this Notice by first class mail to all such persons (if you are a nominee for a Class Member, you must also send a copy of the Proof of Claim by first class mail to all such persons; or (2 provide a list of the names and addresses of such persons to the Claims Administrator: In re Aura Systems Securities Litigation c/o Gilardi & Co. P.O. Box 8040 San Rafael, CA If you choose to mail the Notice and Proof of Claim yourself, you may obtain (without cost to you as many additional copies of these documents as you will need to complete the mailing from Class Counsel. After the mailing, you will be asked to report the actions taken by you to distribute the Notice and Proof of Claim to beneficial owners. 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 in connection with forwarding the Notice and Proof of Claim, and which would not have been incurred but for the obligation to forward the Notice and Proof of Claim. Examination of Papers This Notice is a summary notice and does not describe all of the details of the Stipulation. For full details of the matters discussed in this Notice, you may desire to review the Stipulation filed with the Court, which may be inspected at the office of the Clerk of the Court, at the United States Courthouse, 312 N. Spring Street, Los Angeles, California, between 8:30 a.m. and 5:00 p.m. of each business day. If you have any questions about settlement of the Consolidated Class Action, the Derivative Actions or about this Notice, you may contact Class Counsel or your own personal attorney. Class Counsel may be contacted by writing: Dated: May 24, Keith F. Park Milberg Weiss Bershad Hynes & Lerach 600 West Broadway Suite 1800 San Diego, CA DO NOT CALL THE COURT. Clerk of the Court United States District Court Central District of California 6