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Case3:10-cv-03942-SC Document27 Filed07/15/11 Page1 of 73
I ROBBINS GELLER RUDMAN& DOWD LLP
2 SHAWN A. WILLIAMS (213113)DANIEL J. PFEFFERBAUM (248631)
3 Post Montgomery CenterOne Montgomery Street, Suite 1800
4 San Francisco, CA 94104Telephone: 4151288-4545
5 415/288-4534 (fax)[email protected]
6 [email protected]—and-
7 JOHN J. RICE (140865)JEFFREY D. LIGHT (159515)
8 655 West Broadway, Suite 1900Can_DiEgo CA 92101
9 Telephone: 619/231-1058619/231-7423 (fax)
10 [email protected]@rgrdlaw.com
ILead Counsel for Plaintiff
12[Additional counsel appear on signature page.]
13UNITED STATES DISTRICT COURT
14NORTHERN DISTRICT OF CALIFORNIA
15DAVID SMITH, Individually and on Behalf of) No. 10-cv-03942-SC
16 All Others Similarly Situated, }} CLASS ACTION
17 Plaintiff, )} STIPULATION OF SETTLEMENT
18 vs. )
19 TELENAV, INC., et al., )
20 Defendants. )
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1 This Stipulation of Settlement dated as of July 15, 2011 (the "Stipulation"), is made and
2 entered into by and among the following Settling Parties (as defined further in Section IV hereof) to
3 the above-entitled action (the "Action"): (i) Lead Plaintiff David Smith (on behalf of himself and
4 each of the Class Members), by and through his counsel of record in the Action; and (ii) Defendants
5 TeleNav, Inc. ("TeleNav" or the "Company"), H.P. Jin, Douglas S. Miller, Shawn Carolan, Samuel
6 Chen, Hon Jane Chiu, Soo Boon Koh, Joseph M. Zaelit, J.P. Morgan Securities LLC (formerly
7 known as J.P. Morgan Securities, Inc.) and Deutsche Bank Securities, Inc., by and through their
8 counsel of record in the Action. The Stipulation is intended by the Settling Parties to fully, finally,
9 and forever resolve, discharge, and settle the Released Claims (as defined herein), subject upon and
10 to the approval of the Court and the terms and conditions set forth in this Stipulation.
11 I. THE LITIGATION
12 On September 2, 2010, plaintiff David Smith filed in the United States District Court for the
13 Northern District of California a complaint styled Smith v. TeleNav, Inc., et al., No. 10-cv-03942-
14 SC. By Court Order dated February 3, 2011, plaintiff David Smith was appointed Lead Plaintiff and
15 Robbins Geller Rudman & Dowd LLP was appointed Lead Counsel. On March 21, 2011, Lead
16 Plaintiff filed his Amended Complaint for Violation of the Federal Securities Laws alleging false
17 and misleading statements and omissions in TeleNav's Registration Statement and Prospectus issued
18 in connection with its May 13, 2010 initial public offering ("IPO"). Defendants filed their motion to
19 dismiss Lead Plaintiff's amended complaint on May 4 and May 5, 2011.
20 On May 18, 2011, the parties participated in mediation with the Honorable Layn R. Phillips
21 (Ret.) presiding. After the May 18, 2011 mediation, the Settling Parties continued settlement
22 negotiations with the assistance of Judge Phillips. As a result of those negotiations, on May 31,
23 2011, the parties reached an agreement-in-principle to resolve this Action. Subsequently, the
24 Settling Parties continued negotiations resulting in the terms and conditions set forth in this
25 Stipulation.
26 II. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY
27 Defendants, individually and collectively, have denied and continue to deny each and all of
28 the claims alleged by Lead Plaintiff in the Action. Defendants expressly have denied and continue to
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I deny all charges of wrongdoing or liability against them arising out of any of the conduct,
2 statements, acts or omissions alleged, or that could have been alleged, in the Action. Defendants
3 also have denied and continue to deny, among other allegations, the allegations that the Lead
4 Plaintiff or the CIass have suffered any damage, that the price of TeIeNav common stock was
5 artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the
6 Lead PIaintiff or the Class were harmed by the conduct alleged in the Action. Defendants believe
7 that the evidence developed to date supports their position that they acted properly at all times and
8 that the Action is without merit.
9 Nonetheless, Defendants have concluded that further conduct of the Action would be
10 protracted and expensive, and that it is desirable that the Action be fully and finally settled in the
11 manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken
12 into account the uncertainty and risks inherent in any litigation, especially in complex cases like the
13 Action. Defendants have, therefore, determined that it is desirable and beneficial to them that the
14 Action be settled in the manner and upon the terms and conditions set forth in this Stipulation.
15 III. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OFSETTLEMENT
16The Lead Plaintiff believes that the claims asserted in the Action have merit and that the
17evidence developed to date supports the claims. However, Lead Plaintiff and his counsel recognize
18and acknowledge the expense and length of continued proceedings necessary to prosecute the Action
19against Defendants through trial and through appeals. Lead Plaintiff and his counsel also have taken
20into account the uncertain outcome and the risk of any litigation, especially in complex actions such
21as the Action, as well as the difficulties and delays inherent in such litigation. Lead Plaintiff and his
22counsel also are mindful of the inherent problems of proof, and possible defenses to the securities
23law violations asserted in the Action. Lead Plaintiff and his counsel believe that the settlement set
24forth in the Stipulation confers substantial benefits upon the Class. Based on their evaluation, Lead
25Plaintiff and his counsel have determined that the settlement set forth in the Stipulation is in the best
26interests of the Class.
27
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1 IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT
2 NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the
3 Lead Plaintiff (for himself and the Class Members) and the Defendants, by and through their
4 respective counsel or attorneys of record, that, subject to the approval of the Court, the Action and
5 the Released Claims, and all matters encompassed within the scope of the releases set forth or
6 referenced in this Stipulation shall be finally, fully, and forever compromised, settled, and released,
7 and the Action shall be dismissed with prejudice, as to all Settling Parties, upon and subject to the
8 terms and conditions of the Stipulation, as follows.
9 1. Definitions
10 As used in the Stipulation the following terms have the meanings specified below:
11 1.1 "Authorized Claimant" means any Class Member whose claim for recovery has been
12 allowed pursuant to the terms of the Stipulation.
13 1.2 "Claims Administrator" means the firm of Gilardi & Co. LLC.
141.3 "Class" means all Persons (other than those Persons who timely and validly request
1516 exclusion from the Class) who purchased TeleNav common stock pursuant to and/or traceable to the
17 Company's IPO on or about May 13, 2010 through September 2, 2010, inclusive. Excluded from
18 the Class are Defendants, members of the immediate family of the Individual Defendants, the
19 directors, officers, subsidiaries, and affiliates of TeleNav and the Underwriter Defendants, any
20 person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant
21has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or
22assigns of any such excluded person.
23
241.4 "Class Member" or "Member of the Class" mean a Person who falls within the
25 definition of the Class as set forth in ¶1.3 above.
26 1.5 "Class Period" means the period commencing on or about May 13, 2010 through
27 September 2, 2010, inclusive.
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1 1.6 "Defendants" means TeleNav, H.P. Tin, Douglas S. Miller, Shawn Carolan, Samuel
2 Chen, Hon Jane Chiu, Soo Boon Koh, Joseph M. Zaelit, J.P. Morgan Securities LLC (formerly
3 known as J.P. Morgan Securities, Inc.) and Deutsche Bank Securities, Inc.
4
1.7 "Effective Date," or the date upon which this settlement becomes "effective," means56 three (3) business days after the date by which all of the events and conditions specified in 17.1 of
7 the Stipulation have been met and have occurred.
g 1.8 "Escrow Agent" means the law firm of Robbins Geller Rudman & Dowd LLP or its
9 successor(s).
10 1.9 "Final" means when the last of the following with respect to the Judgment approving
11the Stipulation, substantially in the form of Exhibit B attached hereto, shall occur: (i) the expiration
12of the time to file a motion to alter or amend the Judgment under Federal Rule of Civil Procedure
1314 59(e) without any such motion having been filed or, if such a motion is filed, the Judgment is not
15 altered or amended; (ii) the time in which to appeal the Judgment has passed without any appeal
16 having been taken; and (iii) if an appeal is taken, immediately after (a) the date of final dismissal of
17 any appeal or the final dismissal of any proceeding on certiorari, or (b) the date of affirmance of the
18 Judgment on appeal and the expiration of time for any further judicial review whether by appeal,
19reconsideration or a petition for a writ of certiorari and, if certiorai is granted, the date of final
2021 affirmance of the Judgment following review pursuant to the grant. For purposes of this paragraph,
22 an "appeal" shall include any petition for a writ of certiorari or other writ that may be filed in
23 connection with approval or disapproval of this settlement, but shall not include any appeal which
24 concerns only the issue of attorneys' fees and expenses, the Plan of Allocation of the Settlement
25 Fund, as hereinafter defined, or the procedures for determining Authorized Claimants' recognized
26 claims and any such appeal shall not in any way delay or affect the time set forth above for the
27Judgment to become Final, or otherwise preclude the Judgment from becoming Final.
28
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1 1.10 "Individual Defendants" means H.P. Jin, Douglas S. Miller, Shawn Carolan, Samuel
2 Chen, Hon Jane Chiu, Soo Boon Koh, and Joseph M. Zaelit.
3 1.11 "Judgment" means the Final Judgment and Order of Dismissal with Prejudice to be
4rendered by the Court, substantially in the form attached hereto as Exhibit B.
5
61.12 "Lead Counsel" means Robbins Geller Rudman & Dowd LLP, John J. Rice, Jeffrey
7 D. Light, 655 West Broadway, Suite 1900, San Diego, CA 92101; and Robbins Geller Rudman &
8 Dowd LLP, Shawn A. Williams, Daniel J. Pfefferbaum, Post Montgomery Center, One Montgomery
9 Street, Suite 1800, San Francisco, CA 94104.
10 1.13 "Lead Plaintiff' means David Smith.
111.14 "Net Settlement Fund" means the Settlement Fund less (i) any Court awarded
12attorneys' fees, costs, and expenses; (ii) any Court approved award to Lead Plaintiff; (iii) notice and
1314 administration costs; (iv) Taxes and Tax Expenses; and (v) other Court-approved deductions.
15 1.15 "Person" means an individual, corporation, partnership, limited partnership,
16 association, joint stock company, joint venture, limited liability company, professional corporation,
17 estate, legal representative, trust, unincorporated association, government or any political
18 subdivision or agency thereof, and any business or legal entity and their spouses, heirs, predecessors,
19successors, representatives, or assignees.
201.16 "Plaintiff s Counsel" means any counsel who has appeared for Lead Plaintiff in the
2122 Action.
23 1.17 "Plan of Allocation" means a plan or formula of allocation of the Settlement Fund
24 whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of expenses
25 of notice and administration of the settlement, Taxes and Tax Expenses, and such attorneys' fees,
26 costs, expenses, and interest, as well as Lead Plaintiff s expenses, if any, as may be awarded by the
27
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1 Court. Any Plan of Allocation is not part of the Stipulation and neither Defendants nor their Related
2 Parties shall have any responsibility or liability with respect thereto.
3 1.18 "Related Parties" means each of a Defendant's past or present directors, officers,
4employees, partners, insurers, co-insurers, reinsurers, controlling shareholders, attorneys,
56 accountants or auditors, personal or legal representatives, predecessors, successors, parents,
7 subsidiaries, divisions, joint ventures, agents, assigns, spouses, heirs, executors, estates,
g administrators, related or affiliated entities, any entity in which a Defendant has a controlling
9 interest, any members of any Individual Defendant's immediate family, or any trust of which any
10 Individual Defendant is the settlor or which is for the benefit of any Individual Defendant's family.
I 11.19 "Released Claims" means any and all claims, debts, demands, rights, liabilities, and
12causes of action of every nature and description whatsoever (including, but not limited to, any claims
1314 for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses or
15 liability whatsoever), whether based on federal, state, local, statutory or common law or any other
16 law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or
17 unliquidated, at law or in equity, matured or unmatured, including, without limitation, claims arising
18 under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, or claims arising under Sections
1910(b) or 20(a) of the Securities Exchange Act of 1934, claims for negligence, gross negligence,
20breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, whether class
2122 or individual in nature, including both known claims and Unknown Claims (as defined below),
23 whether or not concealed or hidden that (i) have been asserted in this Action by the Lead Plaintiff
24 against any of the Released Persons (as defined below), or (ii) could have been asserted in the Action
25 or any other forum by the Lead Plaintiff or any Class Members against any of the Released Persons
26 which arise out of or are based upon or related in any way to the allegations, transactions, facts,
27matters or occurrences, representations or omissions involved, set forth, or referred to in the Action,
28
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1 and that relate to the purchase of TeleNav common stock pursuant to and/or traceable to TeleNav's
2 IPO during the Class Period,
3 1.20 "Released Persons" means each and all of the Defendants and their Related Parties.
41.21 "Settlement Amount" means Three Million Eight Hundred. Thousand Dollars
56 ($3,800,000) in cash to be paid by wire transfer to the Escrow Agent pursuant to ¶2.1 of this
7 Stipulation.
8 1.22 "Settlement Fund" means the Settlement Amount plus all interest and accretions
9 thereto and which may be reduced by payments or deductions as provided herein or by Court order.
10 1.23 "Settling Parties" means, collectively, the Defendants and the Lead Plaintiff on behalf
11 of the Class.12
1.24 "TeleNav" or the "Company" mean TeleNav, Inc.13
141.25 "Underwriter Defendants" means J.P. Morgan Securities LLC (formerly known as
15 J.P. Morgan Securities, Inc.) and Deutsche Sank Securities, Inc.
16 1.26 "Unknown Claims" means any Released Claims which Lead Plaintiff or any Class
17 Member does not know or suspect to exist in his, her, or its favor at the time of the release of the
18 Released Persons which, if known by him, her, or it, might have affected his, her, or its settlement
19with and release of the Released Persons, or might have affected his, her, or its decisions with
20respect to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate
2122 and agree that, upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each
23 of the Class Members shall be deemed to have, and by operation of the Judgment shall have,
24 expressly waived and relinquished, the provisions, rights, and benefits of California Civil Code
25 § 1542, which provides:
26A general release does not extend to claims which the creditor does not
27 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
28 settlement with the debtor.
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1 Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed
2 to have, and by operation of the Judgment shall have, expressly waived and relinquished, any and all
3 provisions, rights, and benefits conferred by any law of any state or territory of the United States, or
4 principle of common law, which is similar, comparable or equivalent to California Civil Code
5 § 1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or different
6 from those which he, she, or it now knows or believes to be true with respect to the subject matter of
7 the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully, finally, and
8 forever settle and release and each Class Member, upon the Effective Date, shall be deemed to have,
9 and by operation of the Judgment shall have, fully, finally, and forever settled and released any and
10 all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent,
11 whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of
12 law or equity now existing or coming into existence in the future, including, but not limited to,
13 conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule,
14 without regard to the subsequent discovery or existence of such different or additional facts. Lead
15 Plaintiff acknowledges, and the Class Members shall be deemed by operation of the Judgment to
16 have acknowledged, that the foregoing waiver was separately bargained for and a key element of the
17 settlement of which this release is a part.
18 2. The Settlement
19 a. The Settlement Fund
20 2.1 TeleNav shall pay or cause to be paid the principal amount of $3,800,000 to the
21 Escrow Agent no later than ten (10) business days after preliminary approval of the settlement by the
22 Court. Any amounts not timely paid to the Escrow Account will bear interest at the rate of 10% until
23paid. If the entire Settlement Amount is not timely transferred to the Escrow Agent, Lead Counsel
2425 may terminate the settlement only if (i) Lead Counsel has notified Defendants' counsel in writing of
26 Lead Counsel's intention to terminate the settlement, and (ii) the entire Settlement Amount is not
27 transferred to the Escrow Agent within ten (10) days after Lead Counsel has provided such written
28 notice.
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1 b. The Escrow Agent
2 2.2 The Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.1
3 hereof in short term United States Agency or Treasury Securities or other instruments backed by the
4 Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the
5United States Government or an Agency thereof and shall reinvest the proceeds of these instruments
67 as they mature in similar instruments at their then-current market rates. All risks related to the
8 investment of the Settlement Fund in accordance with the investment guidelines set forth in this
9 paragraph shall be borne by the Settlement Fund and the Released Persons shall have no
10 responsibility for, interest in, or liability whatsoever with respect to investment decisions or the
11 actions of the Escrow Agent, or any transactions executed by the Escrow Agent.
122.3 The Escrow Agent shall not disburse the Settlement Fund except as provided in the
13Stipulation, by an order of the Court, or with the written agreement of counsel for Defendants.
14
152.4 Subject to further order(s) and/or directions as may be made by the Court, or as
16 provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are
17 consistent with the terms of the Stipulation.
18 2.5 All funds held by the Escrow Agent shall be deemed and considered to be in custodia
19 legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such
20funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court.
21
2.6 Without further order of the Court, the Settlement Fund may be used by Lead Counsel2223 to pay reasonable costs and expenses actually incurred in connection with providing notice to the
24 Class, locating Class Members, soliciting claims, assisting with the filing of claims, administering
25 and distributing the Net Settlement Fund to Authorized Claimants, processing Proof of Claim and
26 Release forms, and paying escrow fees and costs, if any. In no event shall Defendants have any
27
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1 responsibility for or liability with respect to the Escrow Agent or its actions, the Settlement Fund, or
2 the administration of the Settlement Fund.
3C. Taxes
4 2.7 (a) The Settling Parties and the Escrow Agent agree to treat the Settlement Fund
5as being at all times a "qualified settlement fund" within the meaning of Treas. Reg. § 1.468B-1. In
67 addition, the Escrow Agent shall timely make such elections as necessary or advisable to carry out
8 the provisions of this 12.7, including the "relation-back election" (as defined in Treas. Reg. § 1.468B-
9 1) back to the earliest permitted date. Such elections shall be made in compliance with the
10 procedures and requirements contained in such regulations. It shall be the responsibility of the
11 Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature
12by all necessary parties, and thereafter to cause the appropriate fling to occur.
13(b) For the purpose of § 1.468B of the Internal Revenue Code of 1986, as
14amended, and the regulations promulgated thereunder, the "administrator" shall be the Escrow
15Agent. The Escrow Agent shall timely and properly file all informational and other tax returns
16necessary or advisable with respect to the Settlement Fund (including, without limitation, the returns
17described in Treas. Reg. § 1.468B-2(k)). Such returns (as well as the election described in 12.7(a)
18hereof) shall be consistent with this 12.7 and in all events shall reflect that all Taxes (including any
19estimated Taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out
20of the Settlement Fund as provided in 123(c) hereof.
21(c) All (a) Taxes (including any estimated Taxes, interest or penalties)
22arising with respect to the income earned by the Settlement Fund, including any Taxes or tax
23detriments that may be imposed upon the Defendants or their counsel with respect to any income
24earned by the Settlement Fund for any period during which the Settlement Fund does not qualify as a
25"qualified settlement fund" for federal or state income tax purposes ("Taxes"), and (b) expenses and
26costs incurred in connection with the operation and implementation of this ¶2.7 (including, without
27limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and
28
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1 expenses relating to filing (or failing to file) the returns described in this 12.7) ("Tax Expenses"),
2 shall be paid out of the Settlement Fund; in all events the Defendants and their counsel shall have no
3 liability or responsibility for the Taxes or the Tax Expenses. The Escrow Agent, through the
4 Settlement Fund, shall indemnify and hold each of the Defendants and their counsel harmless for
5 Taxes and Tax Expenses (including, without limitation, Taxes payable by reason of any such
6 indemnification). Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost
7 of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the
8 Settlement Fund without prior order from the Court and the Escrow Agent shall be authorized
9 (notwithstanding anything herein to the contrary) to withhold from distribution to Authorized
10 Claimants any funds necessary to pay such amounts, including the establishment of adequate
11 reserves for any Taxes and Tax Expenses (as well as any amounts that may be required to be
12 withheld under Treas. Reg. §1.468B-2(l)(2)); neither the Defendants nor their counsel are
13 responsible nor shall they have any liability for any Taxes or Tax Expenses. The parties hereto agree
14 to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent
15 reasonably necessary to carry out the provisions of this 12.7.
16 d. Termination of Settlement
17 2.8 In the event that the Stipulation is not approved or the Stipulation is terminated,
18 canceled, or fails to become effective for any reason, the Settlement Fund (including accrued
19 interest) less expenses paid, incurred or due and owing in connection with the settlement provided
20for herein, shall be refunded pursuant to written instructions from counsel to the Defendants (in
2122 accordance with ¶7.4 herein).
23 3. Preliminary Approval Order and Settlement Hearing
24 3.1 Promptly after execution of the Stipulation, the Settling Parties shall submit the
25 Stipulation together with its Exhibits to the Court and shall apply for entry of an order on the earliest
26 available date (the "Preliminary Approval Order"), substantially in the form of Exhibit A attached
27 hereto, requesting, inter alia, the preliminary approval of the settlement set forth in the Stipulation,
28
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1 and approval for the mailing of a settlement notice (the "Notice") and publication of a summary
2 notice, substantially in the forms of Exhibits A- 1 and A-3 attached hereto. The Notice shall include
3 the general terms of the settlement set forth in the Stipulation, the proposed Plan of Allocation, the
4general terms of the Fee and Expense Application, as defined in ¶6.1 hereof, and the date of the
56 Settlement Hearing as defined below.
7 3.2 Lead Counsel shall request that after notice is given, the Court hold a hearing (the
g "Settlement Hearing") and approve the settlement of the Action as set forth herein. At or after the
9 Settlement Hearing, Lead Counsel also will request that the Court approve the proposed Plan of
10 Allocation and the Fee and Expense Application.
11
4. Releases12 4.1 Upon the Effective Date, as defined in 11.7 hereof, the Lead Plaintiff and each and
13every Class Member shall be deemed to have, and by operation of the Judgment shall have, fully,
1415 finally, and forever waived, released, relinquished, discharged, and dismissed each and every one of
16 the Released Claims against each and every one of the Released Persons, whether or not such Class
17 Member executes and delivers the Proof of Claim and Release, and whether or not such Class
18 Member shares in the Settlement Fund.
19 4.2 Upon the Effective Date, as defined in ¶1.7 hereof, each and every Class Member and
20anyone claiming through or on behalf of any of them, will be forever barred and enjoined from
21commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding in
2223 any court of law or equity, arbitration tribunal, or administrative forum, asserting the Released
24 Claims against any of the Released Persons.
25 4.3 Upon the Effective Date, as defined in ¶1.7 hereof, each of the Released Persons shall
26 be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released,
27 relinquished, and discharged Lead Plaintiff, each and all of the Class Members, Lead Counsel, and
28
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1 Plaintiffs Counsel from all claims (including Unknown Claims) arising out of, relating to, or in
2 connection with the institution, prosecution, assertion, settlement or resolution of the Action or the
3 Released Claims.
4
5. Administration and Calculation of Claims, Final Awards, and5 Supervision and Distribution of the Settlement Fund
6 5.1 The Claims Administrator, subject to such supervision and direction of the Court as
7 may be necessary or as circumstances may require, shall administer and calculate the claims
8 submitted by Class Members and shall oversee distribution of the Net Settlement Fund to Authorized
9Claimants.
10
5.2 The Settlement Fund shall be applied as follows:1112 (a) to pay all the costs and expenses reasonably and actually incurred in
13 connection with providing notice, locating Class Members, soliciting Class claims, assisting with the
14 filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants,
15 processing Proof of Claim and Release forms, and paying escrow fees and costs, if any;
16 (b) to pay the Taxes and Tax Expenses described in X2.7 hereof;
17(c) after entry of the Judgment, to pay Lead Counsel attorneys' fees and expenses
18 (the "Fee and Expense Award"), if and to the extent allowed by the Court; and
19 (d) after the Effective Date, to distribute the balance of the Settlement Fund (the
20 Net Settlement Fund") to Authorized Claimants as allowed by the Stipulation, the Plan of
21 Allocation, or the Court.
22 5.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan
23of Allocation, or such further approval and further order(s) of the Court as may be necessary or as
2425 circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants,
26 subject to and in accordance with the following.
27 5.4 Within ninety (90) days after the mailing of the Notice or such other time as may be
28 set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to
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1 the Claims Administrator a completed Proof of Claim and Release, substantially in the form of
2 Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are
3 specified in the Proof of Claim and Release.
4
5.5 Except as otherwise ordered by the Court, all Class Members who fail to timely56 submit a valid Proof of Claim and Release within such period, or such other period as may be
7 ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments
g pursuant to the Stipulation and the settlement set forth herein, but will in all other respects be subject
9 to and bound by the provisions of the Stipulation, the releases contained herein, and the Judgment,
10 Notwithstanding the foregoing, Lead Counsel shall have the discretion to accept late-submitted
11 claims for processing by the Claims Administrator so long as the distribution of the Settlement Fund12
is not materially delayed thereby.13
145.6 The Net Settlement Fund shall be distributed to the Authorized Claimants
15 substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the
16 Court. if there is any balance remaining in the Net Settlement Fund after six (6) months from the
17 initial date of distribution of the Net Settlement Fund (whether by reason of tax refunds, uncashed
18 checks or otherwise), Lead Counsel shall, if feasible, reallocate such balance among Authorized
19Claimants in an equitable and economic fashion. Thereafter, any balance which still remains in the
2021 Net Settlement Fund shall be donated to an appropriate non-profit organization.
22 5.7 The Defendants and their Related Parties shall have no responsibility for, interest in,
23 or liability whatsoever with respect to the distribution of the Net Settlement Fund, the Plan of
24 Allocation, the determination, administration, or calculation of claims, the payment or withholding
25 of Taxes, or any losses incurred in connection therewith. No Person shall have any claim of any
26 kind against the Defendants or their Related Parties with respect to the matters set forth in IT5.1-5.927
hereof, and the Class Members, the Lead Plaintiff, and Lead Counsel release the Defendants and28
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1 their Related Parties from any and all liability and claims arising from or with respect to the
2 investment or distribution of the Settlement Fund.
3 5.8 No Person shall have any claim against the Lead Plaintiff, Lead Counsel or the
4Claims Administrator, or any other Person designated by Lead Counsel based on distributions made
56 substantially in accordance with the Stipulation and the settlement contained herein, the Plan of
7 Allocation, or further order(s) of the Court.
g 5.9 It is understood and agreed by the Settling Parties that any proposed Plan of
9 Allocation of the Net Settlement Fund including, but not limited to, any adjustments to an
10 Authorized Claimant's claim set forth therein, is not a part of the Stipulation and is to be considered
11 by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy12
of the settlement set forth in the Stipulation, and any order or proceeding relating to the Plan of1314 Allocation shall not operate to terminate or cancel the Stipulation or affect the finality of the Court's
15 Judgment approving the Stipulation and the settlement set forth therein, or any other orders entered
16 pursuant to the Stipulation.
17 6. Lead Plaintiffs Counsel's Attorneys' Fees and Expenses
18 6.1 Lead Counsel may submit an application or applications (the "Fee and Expense
19 Application") for: (a) an award of attorneys' fees; plus (b) expenses incurred in connection with
20prosecuting the Action, plus any interest on such attorneys' fees and expenses at the same rate and
21for the same periods as earned by the Settlement Fund (until paid) as may be awarded by the Court.
2223 Lead Counsel reserves the right to make additional applications for fees and expenses incurred.
24 6.2 The fees and expenses, as awarded by the Court, shall be paid to Lead Counsel, as
25 ordered, immediately after the Court executes an order awarding such fees and expenses and enters
26 the Judgment. Lead Counsel may thereafter allocate the attorneys' fees among other Plaintiff's
27
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1 Counsel in a manner in which they in good faith believe reflects the contributions of such counsel to
2 the initiation, prosecution, and resolution of the Action.
3 6.3 In the event that the Effective Date does not occur, or the Judgment or the order
4making the Fee and Expense Award is reversed or modified, or the Stipulation is canceled or
56 terminated for any other reason, and in the event that the Fee and Expense Award has been paid to
7 any extent, then such of Plaintiff's Counsel who have received any portion of the Fee and Expense
g Award shall within five (5) business days from receiving notice from the Defendants' counsel or
9 from a court of appropriate jurisdiction, refund to the Settlement Fund such fees and expenses
10 previously paid to them from the Settlement Fund plus interest thereon at the same rate as earned on
11the Settlement Amount in an amount consistent with such reversal or modification. Each such
12Plaintiff s Counsel's law firm receiving fees and expenses, as a condition of receiving such fees and
1314 expenses, on behalf of itself and each partner and/or shareholder of it, agrees that the law firm and its
15 partners and/or shareholders are subject to the jurisdiction of the Court for the purpose of enforcing
16 the provisions of this paragraph. Without limitation, Plaintiff's Counsel agree that the Court may,
17 upon application of Defendants and notice to Lead Counsel, summarily issue orders including, but
18 not limited to, judgments and attachment orders, and may make appropriate findings of or sanctions
19for contempt, should such law firm fail timely to repay fees and expenses pursuant to this 16.3.
20
6.4 The procedure for and the allowance or disallowance by the Court of any applications2122 by any Plaintiff's Counsel for attorneys' fees and expenses, to be paid out of the Settlement Fund,
23 are not part of the settlement set forth in the Stipulation, and are to be considered by the Court
24 separately from the Court's consideration of the fairness, reasonableness, and adequacy of the
25 settlement set forth in the Stipulation, and any order or proceeding relating to the Fee and Expense
26 Application, or any appeal from any order relating thereto or reversal or modification thereof, shall
27
2s
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1 not operate to terminate or cancel the Stipulation, or affect or delay the finality of the Judgment
2 approving the Stipulation and the settlement of the Action set forth therein.
3 6.5 Defendants and their Related Parties shall have no responsibility for any payment of
4attorneys' fees and expenses to Plaintiff's Counsel over and above payment out of the Settlement
5Fund.
6
7 6.6 Defendants and their Related Parties shall have no responsibility for the allocation
g among Plaintiff's Counsel, and/or any other Person who may assert some claim thereto, of any Fee
9 and Expense Award that the Court may make in the Action, and the Defendants and their Related
10 Parties take no position with respect to such matters.
11
7. Conditions of Settlement, Effect of Disapproval, Cancellation or12 Termination
13 7.1 The Effective Date of the Stipulation shall be the date when all of the following shall
14 have occurred and is conditioned on the occurrence of all of the following events:
15 (a) TeleNav timely made or caused to be made, the contribution to the Settlement
16 Fund, as required by 12.1 hereof;
17 (b) the Court has entered the Preliminary Approval Order, as required by ¶3.1
18 hereof;
19 (c) no option to terminate the Stipulation has been exercised pursuant to ¶7.3
20 hereof;
21 (d) the Court has entered the Judgment, or a judgment substantially in the form of
22 Exhibit B attached hereto; and
23 (e) the Judgment has become Final, as defined in ¶1.9 hereof.
24 7.2 Upon the occurrence of all of the events referenced in 17.1 hereof, any and all
25 remaining interest or right of the Defendants or the Defendants' insurers in or to the Settlement
26Fund, if any, shall be absolutely and forever extinguished. If it becomes clear that all of the
2728 conditions specified in 17.1 hereof cannot or will not be met, then the Stipulation shall be canceled
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1 and terminated subject to ¶7.5 hereof unless Lead Counsel and counsel for the Defendants mutually
2 agree in writing to proceed with the Stipulation.
3 7.3 TeleNav shall have the option to terminate the settlement in the event that Class
4Members who purchased in the aggregate more than a certain number of shares of TeleNav common
56 stock during the Class Period choose to exclude themselves from the Class, as set forth in a separate
7 agreement (the "Supplemental Agreement") executed between Lead Counsel and TeleNav's counsel.
8 The Supplemental Agreement will not be filed with the Court unless requested by the Court or
9 unless a dispute among the Settling Parties concerning its interpretation or application arises and in
i0 that event, the Supplemental Agreement shall be filed and maintained by the Court under seal.
117.4 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or
12be canceled, or shall not become effective for any reason, within five (5) business days after written
1314 notification of such event is sent by counsel for the Defendants or Lead Counsel to the Escrow
15 Agent, the Settlement Fund, less expenses which have either been disbursed pursuant to ¶12.6 and
16 2.7 hereof, or are determined to be chargeable to the Settlement Fund, shall be refunded by the
17 Escrow Agent directly to TeleNav and/or the entities that provided the funds based on their pro rata
18 contribution to the Settlement Fund. The Escrow Agent or its designee shall apply for any tax
19refund owed on the Settlement Fund and pay the proceeds, after deduction of any fees or expenses
20incurred in connection with such application(s) for refund, pursuant to written instructions from
2122 Defendants' counsel.
23 7.5 In the event that the Stipulation is not approved by the Court or the settlement set
24 forth in the Stipulation is terminated or fails to become effective in accordance with its terms: (i) the
25 Settling Parties shall be restored to their respective positions in the Action as of May 31, 2011. In
26 such event, the terms and provisions of the Stipulation, with the exception of T' 1.1-1.26, 2.6-2.8,
2763-6.4, 7.4-7.6, and 8.3 hereof, shall have no further force and effect with respect to the Settling
28
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1 Parties and shall not be used in this Action or in any other proceeding for any purpose, and any
2 judgment or order entered by the Court in accordance with the terms of the Stipulation shall be
3 treated as vacated, nunc pro tunc. No order of the Court or modification or reversal on appeal of any
4order of the Court concerning the Plan of Allocation or the amount of any attorneys' fees, costs,
56 expenses, and interest awarded by the Court to any of Plaintiff s Counsel shall constitute grounds for
7 cancellation or termination of the Stipulation.
g 7.6 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its
9 terms, neither Lead Plaintiff nor any of his counsel shall have any obligation to repay any amounts
10 actually and properly disbursed pursuant to ¶¶2.6 or 2.7. In addition, any expenses already incurred
I I pursuant to ¶x(2.6 or 2.7 hereof at the time of such termination or cancellation but which have not12
been paid, shall be paid by the Escrow Agent in accordance with the terms of the Stipulation prior to1314 the balance being refunded in accordance with ¶¶2.8 and 7.4 hereof.
15 8. Miscellaneous Provisions
16 8.1 The Settling Parties (a) acknowledge that it is their intent to consummate this
17 agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement
18 all terms and conditions of the Stipulation and to exercise their best efforts to accomplish the
19 foregoing terms and conditions of the Stipulation.
20
8.2 The Settling Parties intend this settlement to be a final and complete resolution of all21
disputes between them with respect to the Action. The settlement compromises claims which are2223 contested and shall not be deemed an admission by any Settling Party as to the merits of any claim or
24 defense. The Final Judgment will contain a finding that, during the course of the Action, the parties
25 and their respective counsel at all times complied with the requirements of Federal Rule of Civil
26 Procedure 11. The Settling Parties agree that the Settlement Amount and the other terms of the
27 settlement were negotiated in good faith by the Settling Parties, and reflect a settlement that was
28
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1 reached voluntarily after consultation with competent legal counsel. The Settling Parties reserve
2 their right to rebut, in a manner that such party reasonably determines to be appropriate, any
3 contention made by any of the Settling Parties in any public forum that the Action was brought or
4defended in bad faith or without a reasonable basis.
5
68.3 Neither the Stipulation nor the settlement contained therein, nor any act performed or
7 document executed pursuant to or in furtherance of the Stipulation or the settlement: (a) is or may be
g deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim,
9 or of any wrongdoing or liability of the Defendants; or (b) is or may be deemed to be or may be used
10 as an admission of, or evidence of, any fault or omission of any of the Defendants in any civil,
11criminal or administrative proceeding in any court, administrative agency or other tribunal. The
12Defendants may file the Stipulation and/or the Judgment in any action that may be brought against
1314 them in order to support a defense or counterclaim based on principles of res judicata, collateral
15 estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim
16 preclusion or issue preclusion or similar defense or counterclaim.
17 8.4 All agreements made and orders entered during the course of the Action relating to
18 the confidentiality of information shall survive this Stipulation.
19
8.5 All of the Exhibits to the Stipulation are material and integral parts hereof and are20
fully incorporated herein by this reference.21
228.6 The Stipulation may be amended or modified only by a written instrument signed by
23 or on behalf of all Settling Parties or their respective successors-in-interest.
24 8.7 The Stipulation and the Exhibits attached hereto and the Supplemental Agreement
25 constitute the entire agreement among the parties hereto and no representations, warranties or
26 inducements have been made to any party concerning the Stipulation or its Exhibits other than the
27
28
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1 representations, warranties, and covenants contained and memorialized in such documents. Except
2 as otherwise provided herein, each party shall bear its own costs.
3 8.8 Lead Counsel, on behalf of the Class, is expressly authorized by Lead Plaintiff to take
4all appropriate action required or permitted to be taken by the Class pursuant to the Stipulation to
56 effectuate its terms and also is expressly authorized to enter into any modifications or amendments to
7 the Stipulation on behalf of the Class which it deems appropriate.
g 8.9 Each counsel or other Person executing the Stipulation or any of its Exhibits on
9 behalf of any party hereto hereby warrants that such Person has the full authority to do so.
10 8.10 The Stipulation may be executed in one or more counterparts. All executed
11 counterparts and each of them shall be deemed to be one and the same instrument. A complete set of12
executed counterparts shall be filed with the Court.13
148.11 The Stipulation shall be binding upon, and inure to the benefit of, the successors and
15 assigns of the parties hereto.
16 8.12 The Court shall retain jurisdiction with respect to implementation and enforcement of
17 the terms of the Stipulation, and all parties hereto submit to the jurisdiction of the Court for purposes
18 of implementing and enforcing the settlement embodied in the Stipulation.
19$.13 This Stipulation and the Exhibits hereto shall be considered to have been negotiated,
20executed and delivered, and to be wholly performed, in the State of California, and the rights and
2122 obligations of the parties to the Stipulation shall be construed and enforced in accordance with, and
23 governed by, the internal, substantive laws of the State of California without giving effect to that
24 State's choice-of-law principles.
25
26
27
28
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1 IN WITNESS WIEREOF, the parties hereto have caused the Stipulation to be executed, by
2 their duly authorized attorneys, dated as of July 15, 2011.
3 . ROBBINS GELLER RUDMAN4
&DOWD LLPSHAWN A, WILLIAMS
5 DANIEL J. PFEFFERBAUMPost Montgomery Center
6One Montgomery Street, Suite 1800San Francisco, CA 94104Telephone: 415/288-45454151288-4534 (fax)
8 ROBBINS GELLER RUDMAN
9 & DOWD LLPJOHN J. RICE
10 JEFFREY D. LIGHT
11 J^LA 012 1. • Y D. LIGHT
13 655 West Broadway, Suite 1',1f
14San Diego, CA 92101-3301Telephone: 619/231-1058
15619/231-7423 (fax)
16Lead Counsel for Plaintiff
17 JOHNSON & WEAVER, LLPFRANK J. JOHNSON
18BRETT M. WEAVER501 West Broadway, Suite 1720
19San Diego, CA 92101Telephone: 619/230-0063
206191238-0622 (fax)
21Additional Counsel for Plaintiff
22WILSON SONSINII GOODRICH& ROSATI, P.C.
23BORIS FELDMANDOUGLAS J. CLARK
24CAZ HASHEMIBENJAMIN M. CROSSON
25 MOLLY A. ARICO
26
27 BORIS FELDMAN
28 / CG`S r
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1650 Page Mill Road
2 Palo Alto, CA 94304-1050Telephone: 650/493-9300
3 650/493-6811 (fax)
4 Counsel for Defendants TeleNav, Inc., H.P. Jin,Douglas S. Miller, Shawn Carolan, Samuel Chen,
5 Hon Jane Chiu, Soo Boo Koh and Joseph M.Zaelit
6LAT & WATKINS LLP
7 PAT K . GIBBS
8
9PATRICK E. GIBBS
10140 Scott Drive
I I Menlo Park, CA 94025Telephone: 650/3284600
12 650/463-2600 (fax)
13 Counsel for Defendants J.P. Morgan SecuritiesLLC (formerly known as J.P. Morgan Securities,
14 Inc.) and Deutsche Bank Securities, Inc.
15
16
17
18
19
20
21
22
23
24
25
26
27
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EXHIBIT A
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page26 of 73
1
2
3
4
5
6
7
8 UNITED STATES DISTRICT COURT
9 NORTHERN DISTRICT OF CALIFORNIA
10 DAVID SMITH, Individually and on Behalf of) No. 10-cv-03942-SCAll Others Similarly Situated, )
11 ) CLASS ACTIONPlaintiff, )
12 ) [PROPOSED] ORDER PRELIMINARILYVS. } APPROVING SETTLEMENT AND
13 } PROVIDING FOR NOTICETELENAV, INC., et al., }
14 } EXHIBIT ADefendants. }
15 }
16
17
18
19
20
21
22
23
24
25
26
27
28
634276,5
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1 WHEREAS, a class action is pending before this Court styled Smith v. TeleNav, Inc., et al.,
2 No. 10-cv-03942-SC (the "Action");
3 WHEREAS, the parties having made application, pursuant to Federal Rule of Civil
4 Procedure 23(e), for an order approving the settlement of this Action, in accordance with a
5 Stipulation of Settlement dated as of July 15, 2011 (the "Stipulation"), which, together with the
6 Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the Action
7 and for dismissal of the Action with prejudice upon the terms and conditions set forth therein; and
8 the Court having read and considered the Stipulation and the Exhibits annexed thereto; and
9 WHEREAS, all defined terms herein have the same meanings as set forth in the Stipulation.
10 NOW, THEREFORE, IT IS HEREBY ORDERED:
11 1. The Court does hereby preliminarily approve the Stipulation and the settlement set
12 forth therein, subject to further consideration at the Settlement Hearing described below.
13 2. The Court hereby certifies a Class, for settlement purposes only, defined as: "all
14Persons (other than those Persons who timely and validly request exclusion from the Class) who
15
lb purchased TeleNav common stock pursuant to and/or traceable to the Company's IPO on or about
17 May 13, 2010 through September 2, 2010, inclusive. Excluded from the Class are Defendants,
18 members of the immediate family of the Individual Defendants, the directors, officers, subsidiaries,
19 and affiliates of TeleNav and the Underwriter Defendants, any person, firm, trust, corporation,
20 officer, director or other individual or entity in which any Defendant has a controlling interest, and
zlthe legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded
22person."
2324 3. A hearing (the "Settlement Hearing") shall be held before this Court on
25 , 2011, at _•_ _.m., at the United States District Court for the Northern District of
26 California, 450 Golden Gate Avenue, San Francisco, CA 94102, to determine whether the proposed
27 settlement of the Action on the terms and conditions provided for in the Stipulation is fair,
28
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1 reasonable, and adequate to the Class and should be approved by the Court; whether a Judgment as
2 provided in ¶1.11 of the Stipulation should be entered; whether the proposed Plan of Allocation
3 should be approved; and to determine the amount of fees and expenses that should be awarded to
4Lead Counsel. The Court may adjourn the Settlement Hearing without further notice to the
5Members of the Class.
6
7 4. The Court approves, as to form and content, the Notice of Proposed Settlement of
8 Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof of Claim"), and
9 Summary Notice annexed as Exhibits A-1, A-2, and A-3 hereto and finds that the mailing and
10 distribution of the Notice and publishing of the Summary Notice substantially in the manner and
I I form set forth in ¶¶5-6 of this Order meet the requirements of Federal Rule of Civil Procedure 2312
and due process, and is the best notice practicable under the circumstances and shall constitute due13
and sufficient notice to all Persons entitled thereto.14
15 5. The firm of Gilardi & Co. LLC ("Claims Administrator") is hereby appointed to
16 supervise and administer the notice procedure as well as the processing of claims as more fully set
17 forth below:
18 (a) The Claims Administrator shall make reasonable efforts to identify all Persons
19who are Members of the Class and not later than , 2011 (the "Notice Date"), the
2021 Claims Administrator shall cause a copy of the Notice and the Proof of Claim, substantially in the
22 forms annexed as Exhibits A-1 and A-2 hereto, to be mailed by First-Class Mail to all Class
23 Members who can be identified with reasonable effort;
24 (b) Not later than , 2011, the Claims Administrator shall cause the
25 Summary Notice to be published once in Investor's Business Daily; and
26
27
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1 (c) At least seven (7) calendar days prior to the Settlement Hearing, Lead Counsel
2 shall cause to be served on Defendants' counsel and filed with the Court proof, by affidavit or
3 declaration, of such mailing and publishing.
4
6. Nominees who purchased TeleNav common stock for the beneficial ownership of56 Class Members during the Class Period shall send the Notice and the Proof of Claim to all beneficial
7 owners of such TeleNav common stock within ten (10) days after receipt thereof, or send a list of the
g names and addresses of such beneficial owners to the Claims Administrator within ten (10) days of
9 receipt thereof, in which event the Claims Administrator shall promptly mail the Notice and Proof of
10 Claim to such beneficial owners. Lead Counsel shall, if requested, reimburse banks, brokerage
11 houses, or other nominees solely for their reasonable out-of-pocket expenses incurred in providing12
notice to beneficial owners who are Class Members out of the Settlement Fund, which expenses1314 would not have been incurred except for the sending of such notice, subject to further order of this
15 Court with respect to any dispute concerning such compensation.
16 7. All Members of the Class shall be bound by all determinations and judgments in the
17 Action concerning the settlement, whether favorable or unfavorable to the Class.
18 8. Class Members who wish to participate in the settlement shall complete and submit
19Proofs of Claim in accordance with the instructions contained therein. Unless the Court orders
20otherwise, all Proofs of Claim must be postmarked no later than ninety (90) days from the Notice
2122 Date. Any Class Member who does not timely submit a Proof of Claim within the time provided for,
23 shall be barred from sharing in the distribution of the proceeds of the Settlement Fund, unless
24 otherwise ordered by the Court. Notwithstanding the foregoing, Lead Counsel may, in its discretion,
25 accept late-submitted claims for processing by the Claims Administrator so long as distribution of
26 the Net Settlement Fund is not materially delayed thereby.
27
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1 9. Any Member of the Class may enter an appearance in the Action, at their own
2 expense, individually or through counsel of their own choice. If they do not enter an appearance,
3 they will be represented by Lead Counsel.
4
10, Any Person falling within the definition of the Class may, upon request, be excluded56 from the Class. Any such Person must submit to the Claims Administrator a request for exclusion
7 ("Request for Exclusion"), postmarked no later than , 2011. A Request for Exclusion
8 must state: (a) the name, address, and telephone number of the Person requesting exclusion; (b) each
9 of the Person's purchases and sales of TeleNav common stock made during the Class Period,
10 including the dates of purchase or sale, the number of shares of common stock, and the price paid or
I I received for each such purchase or sale; and (c) that the Person wishes to be excluded from the
12Class. All Persons who submit valid and timely Requests for Exclusion in the manner set forth in
1314 this paragraph shall have no rights under the Stipulation, shall not share in the distribution of the Net
15 Settlement Fund, and shall not be bound by the Stipulation or the Judgment entered in the Action.
16 11. Any Member of the Class may appear and show cause, if he, she or it has any, why
17 the proposed settlement of the Action should or should not be approved as fair, reasonable, and
18 adequate, why a judgment should or should not be entered thereon, why the Plan of Allocation
19should or should not be approved, why attorneys' fees and expenses should or should not be awarded
20to counsel for the Lead Plaintiff; provided, however, that no Class Member or any other Person shall
2122 be heard or entitled to contest such matters, unless that Person has delivered by hand or sent by First-
23 Class Mail written objections and copies of any papers and briefs such that they are received on or
24 before , 2011, by Robbins Geller Rudman & Dowd LLP, Jeffrey D. Light, 655 West
25 Broadway, Suite 1900, San Diego, CA 92101; Wilson Sonsini Goodrich & Rosati, P.C., Douglas J.
26 Clark, 650 Page Mill Road, Palo Alto, CA 94304; Latham & Watkins LLP, Patrick E. Gibbs, 140
27Scott Drive, Menlo Park, CA 94025, and filed said objections, papers, and briefs with the Clerk of
28
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1 the United States District Court for the Northern District of California, on or before
2 2011. Any Member of the Class who does not make his, her or its objection in the manner provided
3 shall be deemed to have waived such objection and shall forever be foreclosed from making any
4objection to the fairness or adequacy of the proposed settlement as set forth in the Stipulation, to the
5
6 Plan of Allocation, or to the award of attorneys' fees and expenses to counsel for Lead Plaintiff,
7 unless otherwise ordered by the Court.
g 12. All funds held by the Escrow Agent shall be deemed and considered to be in custodia
9 legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such
10 funds shall be distributed pursuant to the Stipulation and/or further order(s) of the Court.
1113. All opening briefs and supporting documents in support of the settlement, the PIan of
12Allocation, and any application by Lead Counsel for attorneys' fees and expenses shall be filed and
13
14 served fourteen (14) calendar days prior to the deadline for objections in ^ 11. Replies to any
15 objections shall be filed and served seven (7) calendar days prior to the Settlement Hearing.
16 14. Neither the Defendants and their Related Parties nor the Defendants' counsel shall
17 have any responsibility for the Plan of Allocation or any application for attorneys' fees or expenses
18 submitted by Lead Counsel, and such matters will be considered separately from the fairness,
19reasonableness, and adequacy of the settlement.
20
15. At or after the Settlement Hearing, the Court shall determine whether the Plan of21
22 Allocation proposed by Lead Counsel, and any application for attorneys' fees or payment of
23 expenses shall be approved.
24 16. All reasonable expenses incurred in identifying and notifying Class Members, as well
25 as administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the event the
26 settlement is not approved by the Court, or otherwise fails to become effective, neither Lead Plaintiff
27
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1 nor any of his counsel shall have any obligation to repay any amounts incurred or properly disbursed
2 pursuant to ¶T2.6 or 2.7 of the Stipulation.
3 17. Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations
4or proceedings connected with it, shall be construed as an admission or concession by the
56 Defendants of the truth of any of the allegations in the Action, or of any liability, fault, or
7 wrongdoing of any kind.
g 18. The Court reserves the right to adjourn the date of the Settlement Hearing without
9 further notice to the Members of the Class, and retains jurisdiction to consider all further
10 applications arising out of or connected with the proposed settlement. The Court may approve the
11settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate,
12without further notice to the Class.
13
1419. If the Stipulation and the settlement set forth therein is not approved or consummated
15 for any reason whatsoever, the Stipulation and settlement and all proceedings had in connection
16 therewith shall be without prejudice to the rights of the Settling Parties status quo ante.
17 IT IS SO ORDERED.
18
19 DATED:
20THE HONORABLE SAMUEL CONTIUNITED STATES SENIOR DISTRICT JUDGE
21 Submitted by:
22 ROBBINS GELLER RUDMAN23 &DOWD LLP
SHAWN A. WILLIAMS24 DANIEL J. PFEFFERBAUM
Post Montgomery Center25 One Montgomery Street, Suite 1800
San Francisco, CA 9410426 Telephone: 415/288-4545
415/288-4534 (fax)
27
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1ROBBINS GELLER RUDMAN
2 & DOWD LLPJOHN J. RICE
3 JEFFREY D. LIGHT
4
5 s/ Jeffrey D. Light JEFFREY D. LIGHT
6655 West Broadway, Suite 1900
7 San Diego, CA 92101-3301Telephone: 619/231-1058
8 6191231-7423 (fax)
9 Lead Counsel for Plaintiff
10 JOHNSON & WEAVER, LLPFRANK J. JOHNSON
11 BRETT M. WEAVER501 West Broadway, Suite 1720
12 San Diego, CA 92101Telephone: 619/230-0063
13 619/238-0622 (fax)
14 Additional Counsel for Plaintiff
15
16
17
18
19
20
21
22
23
24
25
26
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EXHIBIT A- I
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1 ROBBINS GELLER RUDMAN& DOWD LLP
2 SHAWN A. WILLIAMS (213113)DANIEL J. PFEFFERBAUM (248631)
3 Post Montgomery CenterOne Montgomery Street, Suite 1800
4 San Francisco, CA 94104Telephone: 415/288-4545
5 415/288-4534 (fax)[email protected]
6 [email protected]— and --
7 JOHN J. RICE (140865)JEFFREY D. LIGHT (159515)
8 655 West Broadway, Suite 1900San Diego, CA 92101
9 Telephone: 619/231-1058619/231-7423 (fax)
10 [email protected]@rgrdlaw.com
11Lead Counsel for Plaintiff
12
13UNITED STATES DISTRICT COURT
14NORTHERN DISTRICT OF CALIFORNIA
15DAVID SMITH, Individually and on Behalf of) No. 10-cv-03942-SC
16 All Others Similarly Situated, }} CLASS ACTION
17 Plaintiff, }NOTICE OF PROPOSED SETTLEMENT OF
18 vs. } CLASS ACTION
19 TELENAV, INC., et al., ) EXHIBIT A-1
20 Defendants. )
21
22
23
24
25
26
27
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1 If you purchased TeleNav, Inc. ("TeleNav" or the "Company') I common stock pursuant
2 to and/or traceable to TeleNav's Initial Public Offering ("IPO') on or about May 13, 2010
3 through September 2, 2010, inclusive (the "Class Period') and are not otherwise excluded from
4 the Class (see Question 6 below), you could get a paymentfrom a class action settlement.
5 A federal court authorized this Notice. This is not a solicitation from a lawyer,
6 Security and Time Period: TeleNav common stock purchased pursuant to and/or traceable
7 to TeleNav's IPO on or about May 13, 2010 through and including September 2, 2010.
8 Settlement Fund: $3,800,000 in cash plus any interest earned. Based on the information
9 currently available to Lead PIaintiff and the analysis performed by his damage consultants, it is
10 estimated that if Class Members submit claims for 100% of the shares eligible for distribution under
11 the Plan of Allocation (described below), the estimated average distribution per share of common
12 stock will be approximately $0.47 before deduction of Court-approved fees and expenses, including
13 the cost of notifying Members of the Class and settlement administration and any attorneys' fees and
14 expenses awarded by the Court to counsel for the Lead Plaintiff. Historically, actual claims rates are
15 less than 100%, which result in higher distributions per share. A Class Member's actual recovery
16 will be a proportion of the Net Settlement Fund determined by that claimant's recognized claim as
17 compared to the total recognized claims of all Class Members who submit valid Proof of Claim and
18 Release forms ("Proof of Claim").
19 Reasons for Settlement: Avoids the costs and risks associated with continued litigation,
20 including the danger of no recovery.
21 If the Case Had Not Settled: Continuing with the case could have resulted in loss at
22 summary judgment, trial, or on appeal. The two sides vigorously disagree on both liability and the
23 amount of money that could have been won if Lead Plaintiff prevailed at trial. The parties disagree
24 about: (1) whether the statements made or facts allegedly omitted were false, material, or otherwise
25
26 This Notice incorporates by reference the definitions in the Stipulation of Settlement dated as27 of July 15, 2011 ("Stipulation"), and all capitalized terms used, but not defined herein, shall have the
same meanings as in the Stipulation. The Stipulation can be obtained at www.gilardi.com .
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1 actionable under the federal securities laws; (2) the extent to which the various matters that Lead
2 Plaintiff alleged were materially false or misleading influenced (if at all) the trading price of
3 TeleNav common stock at various times during the Class Period; (3) the extent to which the various
4 allegedly adverse material facts that Lead Plaintiff alleged were omitted influenced (if at all) the
5 trading price of TeleNav common stock at various times during the Class Period; (4) the extent to
6 which external factors, such as general market conditions, influenced the trading price of TeleNav
7 common stock at various times during the Class Period; (5) the effect of various market forces
8 influencing the trading price of TeleNav common stock at various times during the Class Period; (6)
9 the amount by which TeleNav common stock was allegedly artificially inflated (if at all) during the
10 Class Period; and (7) the appropriate economic model for determining the amount by which TeleNav
11 common stock was allegedly artificially inflated (if at all) during the Class Period.
12 Attorneys' Fees and Expenses: Court-appointed Lead Plaintiff's counsel will ask the Court
13 for attorneys' fees of 25% of the Settlement Fund and expenses not to exceed $150,000 to be paid
14 from the Settlement Fund plus interest. Lead Plaintiff's counsel have not received any payment for
15 their work investigating the facts, prosecuting this Action, and negotiating this settlement on behalf
16 of the Lead Plaintiff and the Class. If the above amounts are requested and approved by the Court,
17 the average cost per share of common stock will be $0.14.
18 Deadlines:
19 Submit Claim: , 2011
20 Request Exclusion: , 2011
21 File Objection: , 2011
22 Court Hearing on Fairness of Settlement: , 2011
23 More Information: www.gilardi.com or
24 Claims Administrator: Representative of Lead Plaintiff's counsel:
25 TeleNav Securities Action Rick NelsonClaims Administrator Shareholder Relations
26 c/o Gilardi & Co. LLC Robbins Geller Rudman & Dowd LLPP.O. Box 8040 655 West Broadway, Suite 1900
27 San Rafael, CA 94912-8040 San Diego, CA 921011-800-447-7657 1-800-449-4900
28
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1 • Your legal rights are affected whether you act or do not act. Read this Notice carefully.
2 YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
3 SUBMIT A CLAIM FORM The only way to get a payment.
4 EXCLUDE YOURSELF Get no payment. This is the only option that allows you to
5 participate in another lawsuit against the Defendants for the
6 legal claims in this case.
7 OBJECT You may write to the Court if you do not like this settlement,
8 the request for attorneys' fees and expenses, or the Plan of
9 Allocation.
10 GO TO A HEARING You may ask to speak in Court about the fairness of the
11 settlement.
12 DO NOTHING Get no payment. Give up your rights.
13
14' These rights and options — and the deadlines to exercise them — are explained in this
15 Notice.
16 • The Court in charge of this case must decide whether to approve the settlement. Payments
17 will be made if the Court approves the settlement and, if there are any appeals, after appeals
18are resolved. Please be patient.
19BASIC INFORMATION
201. Why did I get this notice package?
21You or someone in your family may have purchased TeleNav common stock pursuant to
22and/or traceable to TeleNav's IPO on or about May 13, 2010 through and including September 2,
232010.
24The Court directed that you be sent this Notice because you have a right to know about a
25proposed settlement of a class action lawsuit, and about all of your options, before the Court decides
2627 whether to approve the settlement. If the Court approves it and after any objections or appeals (if
28
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1 there are any) are resolved, the Claims Administrator appointed by the Court will make the payments
2 that the settlement allows.
3 This package explains the lawsuit, the settlement, your legal rights, what benefits are
4 available, who is eligible for them, and how to get them.
5 The Court in charge of the case is the United States District Court, Northern District of
6 California, and the case is known as Smith v. TeleNav, Inc., et al., No. I 0-cv-03942-SC. The person
7 that leads the Action, David Smith, is called the Lead Plaintiff and the company's and the
8 individuals he sued are called Defendants.
9 2. What is this lawsuit about?
10 This Action alleges that TeleNav and certain of its executives and underwriters violated the
I I federal securities laws by making false and misleading statements and omissions in TeleNav's
12 Registration Statement and Prospectus issued in connection with the Company's May 13, 2010
13 Initial Public Offering regarding contract renegotiations with Sprint Nextel Corporation — TeleNav's
14 largest and most significant customer. Class Members suffered damages as a result of the decline in
15 the price of TeleNav's common stock.
16 Defendants deny all of Lead Plaintiff's allegations and further deny that they did anything
17 wrong. Defendants also deny that Lead Plaintiff or the Class suffered damages or that the price of
18 TeleNav common stock was artificially inflated by reasons of alleged misrepresentations, non-
19 disclosures, or otherwise.
20 3. Why is this a class action?
21 In a class action, one or more people called class representatives (in this case, the Court-
22 appointed David Smith as Lead Plaintiff), sue on behalf of people who have similar claims. All of
23 these people and/or entities are called a class or class members. One judge — in this case, United
24 States Senior District Court Judge Samuel Conti -- resolves the issues for all class members, except
25 for those who exclude themselves from the class.
26 4. Why is there a settlement?
27 The Court did not decide in favor of the Lead Plaintiff or Defendants. Instead, the lawyers
28 for both sides of the lawsuit have negotiated a settlement, with the assistance of a former United
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1 States District Court Judge, that they believe is in the best interests of their respective clients. The
2 settlement allows both sides to avoid the risks and cost of lengthy and uncertain litigation and the
3 uncertainty of a trial and appeals, and permits Class Members to be compensated without further
4 delay. The Lead Plaintiff and his attorneys think the settlement is best for all Class Members.
5 WHO GETS MONEY FROM THE SETTLEMENT
6 To see if you will get money from this settlement, you first have to determine if you are a
7 Class Member.
8 5. How do I know if I am part of the settlement?
9 The Class includes all Persons who purchased TeleNav common stock between May 13,
10 2010 and September 2, 2010, inclusive.
11 6. Are there exceptions to being included in the Class?
12 Yes. Excluded from the Class are Defendants, members of the immediate family of the
13 Individual Defendants, the directors, officers, subsidiaries, and affiliates of TeleNav, J.P. Morgan
14 Securities LLC (formerly known as J.P. Morgan Securities , Inc.) and Deutsche Bank Securities,
15 Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any
16 Defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-
17 interest or assigns of any such excluded person. Also excluded from the Class are those Persons
18 who timely and validly request exclusion from the Class pursuant to this Notice.
19 7. I'm still not sure if I am included.
20 If you still are not sure whether you are included, you can ask for free help. You can call 1-
21 800-447-7657 or visit www.gilardi.com for more information; or, you can call Rick Nelson at 1-800-
22 449-4900 for more information; or, you can fill out and return the Proof of Claim described in
23 Question 10 to see if you qualify.
24 THE SETTLEMENT BENEFITS — WHAT YOU GET
25 8. What does the settlement provide?
26 TeleNav has agreed to pay or cause to be paid $3,800,000 in cash (the "Settlement Fund"),
27 The Settlement Fund, plus interest earned from the date it is established, less costs, fees, and
28 expenses (the "Net Settlement Fund"), will be divided among all eligible Class Members who send
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1 in valid Proofs of Claim ("Authorized Claimants"). Costs, fees, and expenses include Court-
2 approved attorneys' fees and expenses, the costs of notifying Class Members, including the costs of
3 printing and mailing this Notice and the cost of publishing newspaper notice, the costs of claims
4 administration, and taxes on the Settlement Fund,
5 9. How much will my payment be?
6 Your share of the Net Settlement Fund will depend on the number of valid Proofs of Claim
7 that Class Members send in and how many shares of TeleNav common stock you purchased during
8 the relevant period and when you bought and sold them.
9 For purposes of determining the amount an Authorized Claimant may recover under the Plan
10 of Allocation, Lead Plaintiff's counsel conferred with their damage consultants and the Plan of
I I Allocation reflects an assessment of damages that they believe could have been recovered had Lead
12 Plaintiff prevailed at trial.
13 In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized
14 Claimant will receive an amount equal to the Authorized Claimant's claim, as defined below. If,
15 however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total
16 claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of
17 the Net Settlement Fund that each Authorized Claimant's claim bears to the total of the claims of all
18 Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized
19 CIaimants.
20 A "Claim" will be calculated as follows:
21 For shares of TeleNav common stock purchased pursuant to andlor traceable to the
22 Company's IPO on or about May 13, 2010 and
23 (a) sold prior to September 2, 2010, the claim per share is the lesser of (i) the
24 purchase price per share less the sales price per share, or (ii) $8.00 less the sales price per share.
25 (b) retained at the end of, or, sold on or after September 2, 2010, the claim per
26 share is the lesser of (i) the purchase price per share Iess the sales price per share, or (ii) $8.00 less
27 $5.47,
28
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1 An Authorized Claimant will be eligible to receive a distribution from the Net Settlement
2 Fund only if a Class Member had a net loss, after all profits from transactions in TeleNav common
3 stock during the Class Period are subtracted from all losses.
4 The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Class
5 Member on equitable grounds.
6 Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all
7 Authorized Claimants. No Person shall have any claim against Lead Plaintiff, any of Lead
8 Plaintiff's counsel, any claims administrator, or other Person designated by Lead Plaintiff s counsel
9 or Defendants and/or the Related Parties and/or the Released Persons and/or their counsel based on
10 distributions made substantially in accordance with the Stipulation and the settlement contained
11 therein, the Plan of Allocation, or further orders of the Court. All Class Members who fail to
12 complete and file a valid and timely Proof of Claim shall be barred from participating in
13 distributions from the Net Settlement Fund (unless otherwise ordered by the Court), but otherwise
14 shall be bound by all of the terms of the Stipulation, including the terms of any judgment entered and
15 the releases given.
16 HOW YOU GET A PAYMENT — SUBMITTING A CLAIM FORM
17 10. How will I get a payment?
18 To qualify for a payment, you must send in a Proof of Claim. A Proof of Claim is enclosed
19 with this Notice. Read the instructions carefully, fill out the form, include all the documents the
20 form asks for, sign it, and mail it in the enclosed envelope postmarked no later than
21 2011.
22 11. When would I get my payment?
23 The Court will hold a hearing on , 2011, at , to decide whether to approve
24 the settlement. If Judge Conti approves the settlement, there may be appeals. It is always uncertain
25 whether these appeals can be resolved favorably, and resolving them can take time, perhaps more
26 than a year. It also takes time for all the claim forms to be processed. If there are no appeals and
27 depending on the number of claims submitted, the Claims Administrator could distribute the Net
28 Settlement Fund as early as nine months after the fairness hearing. Please be patient.
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1 12, What am I giving up to get a payment or stay in the Class?
2 Unless you exclude yourself, you are staying in the Class, and that means that you cannot
3 sue, continue to sue, or be part of any other lawsuit against the Defendants about the same issues in
4 this case or about issues that could have been asserted in this case. It also means that all of the
5 Court's orders will apply to you and legally bind you and you will release your Released Claims in
6 this case against the Released Persons. "Released Claims" means any and all claims, debts,
7 demands, rights, liabilities, and causes of action of every nature and description whatsoever
8 (including, but not Iimited to, any claims for damages, interest, attorneys' fees, expert or consulting
9 fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local,
10 statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or
11 un-accrued, Iiquidated or unliquidated, at law or in equity, matured or unmatured, including, without
12 limitation, claims arising under Sections 11,12(a)(2), and 15 of the Securities Act of 1933, or claims
13 arising under Sections 10(b) or 20(a) of the Securities Exchange Act of 1934, claims for negligence,
14 gross negligence, breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary
15 duty, whether class or individual in nature, including both known claims and Unknown Claims (as
16 defined below), whether or not concealed or hidden that (i) have been asserted in this Action by the
17 Lead Plaintiff against any of the Released Persons, or (ii) could have been asserted in the Action or
18 any other forum by the Lead Plaintiff or any Class Members against any of the Released Persons
19 which arise out of or are based upon or related in any way to the allegations, transactions, facts,
20 matters or occurrences, representations or omissions involved, set forth, or referred to in the Action,
21 and that relate to the purchase of TeleNav common stock pursuant to and/or traceable to TeleNav's
22 IPO during the Class Period.
23 "Unknown Claims" means any Released Claims which Lead Plaintiff or any Class Member
24 does not know or suspect to exist in his, her, or its favor at the time of the release of the Released
25 Persons which, if known by him, her, or it, might have affected his, her, or its settlement with and
26 release of the Released Persons, or might have affected his, her, or its decisions with respect to this
27 settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that,
28 upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each of the Class
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1 Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived
2 and relinquished, the provisions, rights, and benefits of California Civil Code §1542, which
3 provides:
4
A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executing the release,
5
which if known by him or her must have materially affected his or hersettlement with the debtor,
6Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be
7deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished,
Sany and all provisions, rights, and benefits conferred by any law of any state or territory of the
9United States, or principle of common law, which is similar, comparable or equivalent to California
10Civil Code § 1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or
11different from those which he, she, or it now knows or believes to be true with respect to the subject
12matter of the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully,
13finally, and forever settle and release and each Class Member, upon the Effective Date, shall be
14deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and
15released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or
16non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed,
171$ upon any theory of law or equity now existing or coming into existence in the future, including, but
19 not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any
duty, law or rule, without regard to the subsequent discovery or existence of such different or20
additional facts. Lead Plaintiff acknowledges, and the Class Members shall be deemed by operation21
of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a22
key element of the settlement of which this release is a part.23
EXCLUDING YOURSELF FROM THE SETTLEMENT24
If you do not want a payment from this settlement, but you want to keep the right to sue or25
continue to sue the Defendants on your own about the same issues in this case, then you must take26
steps to get out of the Class. This is called excluding yourself or is sometimes referred to as opting27
out of the Class.2$
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1 13. How do I get out of the Class?
2 To exclude yourself from the Class, you must send a letter by mail stating that you want to be
3 excluded from Smith v. TeleNav, Inc., et al., No. I 0-cv-03 942-SC. You must include your name,
4 address, telephone number, your signature, all purchases and sales of TeleNav common stock made
5 pursuant to and/or traceable to TeleNav's IPO during the Class Period and the dates of such
6 purchases and sales, and the price paid or received for each such purchase or sale. You must mail
7 your exclusion request postmarked no later than , 2011 to:
8 TeleNav Securities ActionClaims Administrator
9 c/o Gilardi & Co. LLCP.O. Box 8040
10 San Rafael, CA 94912-8040
11 You cannot exclude yourself on the phone or by e-mail. If you ask to be excluded, you are
12 not eligible to get any settlement payment, and you cannot object to the settlement. You will not be
13 legally bound by anything that happens in this lawsuit.
14 14. If I do not exclude myself, can I sue Defendants for the same thing later?
15 No. Unless you exclude yourself, you give up any right to sue Defendants for the claims that
16 this settlement resolves. Remember, the exclusion deadline is , 2011.
17 15. If I exclude myself, can I get money from this settlement?
18 No. If you exclude yourself, do not send in a Proof of Claim to ask for any money. Once
19 you exclude yourself, you will receive no cash payment even if you also submit a Proof of Claim.
20 THE LAWYERS REPRESENTING YOU
21 16. Do I have a lawyer in this case?
22 The Court appointed the law firm of Robbins Geller Rudman & Dowd LLP to represent you
23 and other Class Members. These lawyers are called Lead Counsel. These lawyers will apply to the
24 Court for payment from the Settlement Fund; you will not otherwise be charged for their work. If
25 you want to be represented by your own lawyer, you may hire one at your own expense.
26 17. How will the lawyers be paid?
27 At the fairness hearing, Lead Plaintiff's counsel will request the Court to award attorneys'
28 fees of 25% of the Settlement Fund and for expenses up to $150,000, which were incurred in
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1 connection with the Action. If awarded, the cost would be $0.14 per share. This compensation will
2 be paid from the Settlement Fund. Class Members are not personally liable for any such fees or
3 expenses. To slate, Lead Plaintiff's counsel have not received any payment for their services in
4 conducting this Action on behalf of the Lead Plaintiff and the Class, nor have counsel been paid for
5 their expenses. The fee requested will compensate Lead Plaintiff's counsel for their work in
6 achieving the Settlement Fund and is within the range of fees awarded to class counsel under similar
7 circumstances in other cases of this type. The Court may award less than this amount.
8 OBJECTING TO THE SETTLEMENT
9 You can tell the Court that you do not agree with the settlement, the Plan of Allocation, or
10 Lead Plaintiff's counsel's request for an award of attorneys' fees and expenses.
11 18. How do I tell the Court that I do not like the settlement?
12 If you are a Class Member (and you have not excluded yourself), you can object to the
13 settlement, the request for attorneys' fees and expenses, or the Plan of Allocation if you do not like
14 any part of it. You can give reasons why you think the Court should not approve the settlement, the
15 request for attorneys' fees and expenses, or the Plan of Allocation. The Court will consider your
16 views. To object, you must send a signed letter saying that you object to the proposed settlement in
17 Smith v. TeleNVav, Inc., et al., No. 10-cv-03942-SC. Be sure to include your name, address,
18 telephone number, your signature, the number of shares of TeleNav common stock purchased
19 between May 13, 2010 and September 2, 2010, inclusive, and the reasons you object to the
20 settlement, the requested attorneys' fees and expenses, or the Plan of Allocation. Any such objection
21 must be mailed or delivered such that it is received by each of the following no later than
22 , 2011:
23 Court:
24 Clerk of the CourtUnited States District Court
25 Northern District of California450 Golden Gate Avenue
26 San Francisco, CA 94102
27
28
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1 Lead Plaintiff's counsel:
2 ROBBINS GELLER RUDMAN & DOWD LLPJEFFREY D. LIGHT
3 655 West Broadway, Suite 1900San Diego, CA 92101
4Defendants' counsel:
5WILSON SONSINI GOODRICH & ROSATI, P.C.
6 DOUGLAS J. CLARK650 Page Mill Road
7 Palo Alto, CA 94304
8 LATHAM & WATKINS LLPPATRICK E. GIBBS
9 140 Scott DriveMenlo Park, CA 94025
1019. What is the difference between objecting and excluding myself from the
11settlement?
12Objecting is telling the Court that you do not like something about the proposed settlement.
13You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not
14want to be part of the Class. If you exclude yourself, you have no basis to obj ect because the case no
15longer applies to you.
16THE COURT'S FAIRNESS HEARING
17The Court will hold a hearing to decide whether to approve the proposed settlement. You
18may attend, but you do not have to.
1920. When and where will the Court decide whether to approve the settlement?
20The Court will hold a hearing at , on , 2011, at the United States District
21Court, Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102. At this
22hearing, the Court will consider whether the settlement is fair, reasonable, and adequate. If there are
23objections, the Court will consider them. The Court will listen to people who have asked to speak at
24the hearing. The Court will also decide whether to approve the payment of fees and expenses to
25Lead Plaintiff's counsel, including the Plan of Allocation. We do not know how long the hearing
26will take or whether the Court will make its decision on the day of the hearing or sometime later.
27
28
634278_4 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - 10-cv-03942-SC -12-
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1 21. Do I have to come to the hearing?
2 No. Lead Plaintiff's counsel will answer questions Judge Conti may have. But, you are
3 welcome to come at your own expense. If you send an objection, you do not have to come to Court
4 to talk about it. As long as you mailed your written objection on time, the Court will consider it.
5 You may also pay your own lawyer to attend, but you are not required to do so.
6 22. May I speak at the hearing?
7 You may ask the Court for permission to speak at the hearing. To do so, you must send a
8 letter saying that it is your intention to appear in Smith v. TeleNav, Inc., et al., No. 10-cv-03942-SC.
9 Be sure to include your name, address, telephone number, your signature, and the number of shares
10 of TeleNav common stock purchased between May 13, 2010 and September 2, 2010, inclusive.
11 Your notice of intention to appear must be received no later than , 2011 by the
12 Clerk of the Court, Lead Plaintiff's counsel, and Defendants' counsel, at the addresses listed in
13 Question 18. You cannot speak at the hearing if you exclude yourself from the Class.
14IF YOU DO NOTHING
1523. What happens if I do nothing at all?
16If you do nothing, you will get no money from this settlement. But, unless you exclude
17yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other
18lawsuit against the Defendants about the same issues in this case.
19GETTING MORE INFORMATION
2024. Are there more details about the settlement?
21This Notice summarizes the proposed settlement. More details are in the Stipulation dated
22July 15, 2011, which has been filed with the Court. You can get a copy of the Stipulation from the
23Clerk's office at the United States District Court, Northern District of California, 450 Golden Gate
24Avenue, San Francisco, CA 94102, during regular business hours, or at www.gilardi.com , or you can
25contact a representative of Lead Plaintiff's counsel at the number and address below in the answer to
26Question 25.
27
28
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Case3:10-cv-03942-SC Document27 Filed07/15/11 Page49 of 73
1 25. How do I get more information?
2 You can call 1-800-449-4900 or write to a representative of Lead Plaintiff s counsel, Rick
3 Nelson, Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite
4 1900, San Diego, CA 92101, or visit the Claims Administrator's website at www.gilardi.com .
5 Please do not call the Court or the Clerk of the Court for additional information about the
6 settlement.
7 26. Special notice to banks, brokers, and other nominees
8 If you hold or held any TeleNav common stock during the Class Period as a nominee for a
9 beneficial owner, then, within ten (10) days after you receive this Notice, you must either: (1) send a
10 copy of this Notice by First-Class Mail to all such Persons; or (2) provide a Iist of the names and
11 addresses of such Persons to the Claims Administrator:
12 TeleNav Securities ActionClaims Administrator
13 c/o Gilardi & Co. LLC
14 P.O. Box 8040San Rafael, CA 94912-8040
15If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the
16Claims Administrator (without cost to you) as many additional copies of these documents as you
17will need to complete the mailing.
18Regardless of whether you choose to complete the mailing yourself or elect to have the
19mailing performed for you, you may obtain reimbursement for or advancement of reasonable
20administrative costs actually incurred or expected to be incurred in connection with forwarding the
21Notice and which would not have been incurred but for the obligation to forward the Notice, upon
22submission of appropriate documentation to the Claims Administrator.
23DATED: , 2011 BY ORDER OF THE COURT
24 UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA
25
26
27
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6342794 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - 10-cv-03942-SC -14-
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page50 of 73
EXHIBIT A-2
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page51 of 73
1 ROBBINS GELLER RUDMAN& DOWD LLP
2 SHAWN A. WILLIAMS (213113)DANIEL J. PFEFFERBAUM (248631)
3 Post Montgomery CenterOne Montgomery Street, Suite 1800
4 San Francisco, CA 94104Telephone: 415/288-4545
5 415/288-4534 (fax)[email protected]
6 [email protected]— and —
7 JOHN J. RICE (140865)JEFFREY D. LIGHT (159515)
8 655 West Broadway, Suite 1900San Diego, CA 92101
9 Telephone: 619/231-1058619/231-7423 (fax)
10 [email protected]@rgrdlaw.com
11Lead Counsel for Plaintiff
12
13UNITED STATES DISTRICT COURT
14NORTHERN DISTRICT OF CALIFORNIA
15DAVID SMITH, Individually and on Behalf of) No. 10-cv-03942-SC
16 All Others Similarly Situated, )CLASS ACTION
17 PIaintiff, )PROOF OF CLAIM AND RELEASE
18 vs. )EXHIBIT A-2
19 TELENAV, INC., et al., )}
20 Defendants. } }
21
22
23
24
25
26
27
28
634283_3
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page52 of 73
1 I. GENERAL INSTRUCTIONS
2 1. To recover as a Member of the Class based on your claims in the action entitled Smith
3 v. TeleNav, Inc., et al., No. 10 -cv-03942-SC (the "Action"), you must complete and, on page _
4hereof, sign this Proof of Claim and Release form ("Proof of Claim"). If you fail to file a properly
5addressed (as set forth in paragraph 3 below) Proof of Claim, your claim may be rejected and you
67 may be precluded from any recovery from the Net Settlement Fund created in connection with the
8 proposed settlement.
9 2. Submission of this Proof of Claim, however, does not assure that you will share in the
10 proceeds of the settlement of the Action.
11 3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM
12POSTMARKED ON OR BEFORE , 2011, ADDRESSED AS FOLLOWS:
13TeleNav Securities Action
14 Claims Administratorc/o Gilardi & Co. LLC
15 P.O. Box 8040San Rafael, CA 94912-8040
1617 If you are NOT a Member of the Class (as defined in the Notice of Proposed Settlement of Class
18 Action ("Notice")) DO NOT submit a Proof of Claim.
194. If you are a Member of the Class and you did not timely request exclusion in
20 connection with the proposed settlement, you are bound by the terms of any judgment entered in the
21 Action, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF
22 CLAIM.
23 II. CLAIMANT IDENTIFICATION
24 If you purchased TeleNav common stock pursuant to and/or traceable to TeleNav's Initial
25 Public Offering on or about May 13, 2010 through and including September 2, 2010 and held the
26 certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If,
27 however, you purchased TeleNav common stock and the certificate(s) were registered in the name of
28
634283_3 PROOF OF CLAIM AND RELEASE - I 0-cv-03942-SC _ 1
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page53 of 73
1 a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third
2 party is the record purchaser.
3 Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record
4 ("nominee"), if different from the beneficial purchaser of the TeleNav common stock which forms
5 the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL
6 PURCHASER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OF THE
7 TELENAV COMMON STOCK UPON WHICH THIS CLAIM IS BASED.
8 All joint purchasers must sign this claim. Executors, administrators, guardians, conservators,
9 and trustees must complete and sign this claim on behalf of persons represented by them and their
10 authority must accompany this claim and their titles or capacities must be stated. The Social
11 Security (or taxpayer identification) number and telephone number of the beneficial owner may be
12 used in verifying the claim. Failure to provide the foregoing information could delay verification of
13 your claim or result in rejection of the claim.
14 III. CLAIM FORM
15 Use Part II of this form entitled "Schedule of Transactions in TeleNav Common Stock" to
16 supply all required details of your transaction(s). If you need more space or additional schedules,
17 attach separate sheets giving all of the required information in substantially the same form. Sign and
18 print or type your name on each additional sheet.
19 On the schedules, provide all of the requested information with respect to all of your
20 purchases and sales of TeleNav common stock which took place pursuant to and/or traceable to
21 TeleNav's IPO on or about May 13, 2010 through and including September 2, 2010 (the "Class
22 Period"), whether such transactions resulted in a profit or a loss. You must also provide all of the
23 requested information with respect to all of the shares of TeleNav common stock you held at the
24 close of trading on September 2, 2010. Failure to report all such transactions may result in the
25 rejection of your claim.
26 List each transaction in the Class Period separately and in chronological order, by trade date,
27 beginning with the earliest. You must accurately provide the month, day, and year of each
28 transaction you list.
634283_3 PROOF OF CLAIM AND RELEASE - 10-cv- 03942-SC -2-
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I The date of covering a "short sale" is deemed to be the date of purchase of TeleNav common
2 stock. The date of a "short sale" is deemed to be the date of sale of TeleNav common stock.
3 Copies of broker confirmations or other documentation of your transactions in TeleNav
4 common stock should be attached to your claim. Failure to provide this documentation could delay
5 verification of your claim or result in rejection of your claim.
6 NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of
7 transactions may request, or may be requested, to submit information regarding their transactions in
S electronic files. All claimants MUST submit a manually signed paper Proof of Claim whether or not
9 they also submit electronic copies. If you wish to file your claim electronically, you must contact the
10 Claims Administrator at or visit their website at www.gilardi.com to obtain the
11 required file layout. No electronic files will be considered to have been properly submitted unless
12 the Claims Administrator issues to the claimant a written acknowledgment of receipt and acceptance
13 of electronically submitted data.
14
15
16
17
18
19
20
21
22
23
24
25
26
27
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634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC -3 -
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page55 of 73
1 UNITED STATES DISTRICT COURT
2 NORTHERN DISTRICT OF CALIFORNIA
3 Smith v. TeleNav, Inc., et al., No. l0-cv-03942-SC
4 PROOF OF CLAIM AND RELEASE
5 Must Be Postmarked No Later Than:
6 , 2011
7 Please Type or Print
8 PART 1: CLAIMANT IDENTIFICATION
9 la Beneficial Owner's Name (First, Middle, Last)
11 Street Address
12
13 City State or Province
14
15 Zip Code or Postal Code Country
16
17 IndividualSocial Security Number or Corporation/Other
18 Taxpayer Identification Number
19 Area Code Telephone Number (work)
20
21 Area Code Telephone Number (home)
22
23 Record Owner's Name (if different from beneficial owner listed above)24
25
26
27
28
634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC -4-
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page56 of 73
1 PART II: SCHEDULE OF TRANSACTIONS IN TELENAV COMMON STOCK
2 A. Purchases of TeleNav common stock (May 13, 2010 — September 2, 2010, inclusive):
3Trade Date Number of Total Purchase Price
4 Month Day Year Shares Purchased
5 1. 1. 1.
6 2. 2. 2.
7 3. 3. 3,
8IMPORTANT: Identify by number listed above all purchases in which you covered a "short
9 sale":
10 B. Sales of TeleNav common stock (May 13, 2010 — September 2, 2010,inclusive):
11Trade Date Number of Total Sales Price
12 Month Day Year Shares Sold
13 1. 1. 1.
14 2. 2. 2.
15 3. 3. 3.
16 C. Number of shares of TeleNav common stock held at the close of trading on
17September 2, 2010:
18 YOU MUST READ AND SIGN THE RELEASE ON PAGE _. FAILURE TO SIGN
19 THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF
20 YOUR CLAIM.
21
22
23
24
25
26
27
28
634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC -5-
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page57 of 73
1 IV. SUBMISSION TO JURISDICTION OF COURT ANDACKNOWLEDGMENTS
2I (We) submit this Proof of Claim under the terms of the Stipulation of Settlement described
3in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the
4Northern District of California, with respect to my (our) claim as a Class Member and for purposes
5of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by
6and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish
7additional information to the Claims Administrator to support this claim (including transactions in
8other TeleNav securities) if requested to do so. I (We) have not submitted any other claim covering
9the same purchases or sales of TeleNav common stock during the Class Period and know of no other
10person having done so on my (our) behalf.
IIV. RELEASE
12
1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully,1314 finally, and forever settle, release, and discharge from the Released Claims each and all of the
15 "Released Persons," defined as each and all of the Defendants and their Related Parties. "Related
16 Parties" means each of a Defendant's past or present directors, officers, employees, partners,
17 insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants or auditors,
18 personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint
19ventures, agents, assigns, spouses, heirs, executors, estates, administrators, related or affiliated
20entities, any entity in which a Defendant has a controlling interest, any members of any Individual
2122 Defendant's immediate family, or any trust of which any Individual Defendant is the settlor or which
23 is for the benefit of any Individual Defendant's family.
24 2. "Released Claims" means any and all claims, debts, demands, rights, liabilities, and
25 causes of action of every nature and description whatsoever (including, but not limited to, any
26 claims for damages, interest, attorneys' fees, expert or consulting fees, and any other costs, expenses
27or liability whatsoever), whether based on federal, state, local, statutory or common law or any other
28
634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC -6-
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page58 of 73
1 law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or
2 unliquidated, at law or in equity, matured or unmatured, including, without limitation, claims arising
3 under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, or claims arising under Sections
410(b) or 20(a) of the Securities Exchange Act of 1934, claims for negligence, gross negligence,
56 breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, whether class
7 or individual in nature, including both known claims and Unknown Claims (as defined below),
g whether or not concealed or hidden that (i) have been asserted in this Action by the Lead Plaintiff
9 against any of the Released Persons (as defined above), or (ii) could have been asserted in the Action
10 or any other forum by the Lead Plaintiff or any Class Members against any of the Released Persons
11 which arise out of or are based upon or related in any way to the allegations, transactions, facts,12
matters or occurrences, representations or omissions involved, set forth, or referred to in the Action,1314 and that relate to the purchase of TeleNav common stock pursuant to and/or traceable to TeleNav's
15 IPO during the Class Period.
16 3. "Unknown Claims" means any Released Claims which Lead Plaintiff or any Class
17 Member does not know or suspect to exist in his, her, or its favor at the time of the release of the
18 Released Persons which, if known by him, her, or it, might have affected his, her, or its settlement
19with and release of the Released Persons, or might have affected his, her, or its decisions with
2021 respect to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate
22 and agree that, upon the Effective Date, Lead Plaintiff shall expressly waive and relinquish, and each
23 of the Class Members shall be deemed to have, and by operation of the Judgment shall have,
24 expressly waived and relinquished, the provisions, rights, and benefits of California Civil Code
25 § 1542, which provides:
26A general release does not extend to claims which the creditor does not
27 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
28 settlement with the debtor.
634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC -7-
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1 Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed
2 to have, and by operation of the Judgment shall have, expressly waived and relinquished, any and all
3 provisions, rights, and benefits conferred by any law of any state or territory of the United States, or
4 principle of common law, which is similar, comparable or equivalent to California Civil Code
5 §1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or different
6 from those which he, she, or it now knows or believes to be true with respect to the subject matter of
7 the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully, finally, and
8 forever settle and release and each Class Member, upon the Effective Date, shall be deemed to have,
9 and by operation of the Judgment shall have, fully, finally, and forever settled and released any and
10 all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent,
I 1 whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of
12 law or equity now existing or coming into existence in the future, including, but not limited to,
13 conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule,
14 without regard to the subsequent discovery or existence of such different or additional facts. Lead
15 Plaintiff acknowledges, and the Class Members shall be deemed by operation of the Judgment to
16 have acknowledged, that the foregoing waiver was separately bargained for and a key element of the
17 settlement of which this release is a part.
18 4. 1(We) hereby warrant and represent that I (we) have not assigned or transferred or
19 purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this
20 release or any other part or portion thereof.
21
5. 1(We) hereby warrant and represent that I (we) have included information about all2223 of my (our) transactions in TeleNav common stock which occurred during the Class Period as well
24 as the number of shares of TeleNav common stock held by me (us) at the close of trading on
25 September 2, 2010.
26 I (We) declare under penalty of perjury under the laws of the United States of America that
27 all of the foregoing information supplied on this Proof of Claim by the undersigned is true and
28 correct.
634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC - $ -
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page60 of 73
1 Executed this day of (Month/Year)
2 in
3 (City) (State/Country)
4(Sign your name here)
5
6 (Type or print your name here)
7
8(Capacity of person(s) signing,e.g., Beneficial Purchaser,
9 Executor or Administrator)
10ACCURATE CLAIMS PROCESSING TAKES A
SIGNIFICANT AMOUNT OF TIME.
11THANK YOU FOR YOUR PATIENCE.
Reminder Checklist:12
1. PIease sign the above release and declaration.13
2. Remember to attach supporting documentation, if available.14
3. Do not send original stock certificates.15
4. Keep a copy of your claim form and all supporting documentation for your records.16
5. If you desire an acknowledgment of receipt of your claim form, please send it
17 Certified Mail, Return Receipt Requested.
18 6. If you move, please send us your new address.
19
20
21
22
23
24
25
26
27
28
634283_3 PROOF OF CLAIM AND RELEASE - 10-cv-03942-SC -9-
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EXHIBIT A-3
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page62 of 73
1 ROBBINS GELLER RUDMAN& DOWD LLP
2 SHAWN A. WILLIAMS (213113)DANIEL J. PFEFFERBAUM (248631)
3 Post Montgomery CenterOne Montgomery Street, Suite 1800
4 San Francisco, CA 94104Telephone: 415/288-4545
5 415/288-4534 (fax)[email protected]
6 [email protected]—and-
- JOHN J. RICE (140865)JEFFREY D. LIGHT (159515)
8 655 West Broadway, Suite 1900San Diego, CA 92101
9 Telephone: 619/231-1058619/231-7423 (fax)
10 [email protected]@rgrdlaw.com
I1Lead Counsel for Plaintiff
12
13UNITED STATES DISTRICT COURT
14NORTHERN DISTRICT OF CALIFORNIA
15DAVID SMITH, Individually and on Behalf of) No. 10-cv-03942-SC
16 All Others Similarly Situated, )CLASS ACTION
17 Plaintiff, )SUMMARY NOTICE
18 vs. )EXHIBIT A-3
19 TELENAV, INC., et al., )
20 Defendants. )
21
22
23
24
25
26
27
28
634287_4
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page63 of 73
I TO: ALL PERSONS WHO PURCHASED TELENAV COMMON STOCK PURSUANT TOAND/OR TRACEABLE TO TELENAV' S INITIAL PUBLIC OFFERING ("IPO") ON OR
2 ABOUT MAY 13, 2010 THROUGH AND INCLUDING SEPTEMBER 2, 2010
3 YOU ARE HEREBY NOTIFIED that pursuant to an Order of the United States District
4 Court for the Northern District of California, a hearing will be held on , 2011,
5 at .m., before the Honorable Samuel Conti, at the United States District Court for the
6 Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102, for the purpose
7 of determining: (1) whether the proposed settlement of the Action for the sum of $3,800,000 in cash
8 should be approved by the Court as fair, reasonable, and adequate; (2) whether, thereafter, this
9 Action should be dismissed with prejudice against the Defendants as set forth in the Stipulation of
10 Settlement dated as of July 15, 2011; (3) whether the Plan of Allocation of settlement proceeds is
11 fair, reasonable, and adequate and therefore should be approved; and (4) the reasonableness of the
12 application of Lead Counsel for the payment of attorneys' fees and expenses incurred in connection
13 with this Action, together with interest thereon.
14 If you purchased TeleNav common stock pursuant to and/or traceable to TeleNav's IPO on
15 or about May 13, 2010 through and including September 2, 2010, your rights may be affected by this
16 Action and the settlement thereof. If you have not received a detailed Notice of Proposed Settlement
17 of Class Action and a copy of the Proof of Claim and Release, you may obtain copies by writing to
18 TeleNav Securities Action, Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box 8040, San
19 Rafael, CA 94912-8040, or by downloading this information at www.gilardi.com . If you are a Class
20 Member, in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of
21 Claim and Release postmarked no later than , 2011, establishing that you are entitled to a
22 recovery. You will be bound by any judgment rendered in the Action unless you request to be
23 excluded, in writing, to the above address, postmarked by , 2011.
24 Any objection to any aspect of the settlement must be filed with the Clerk of the Court no
25 later than , 2011, and received by the following no later than , 2011:
26
27
28
634287_4 SUMMARY NOTICE - 10-c'v-03942-SC - 1 -
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page64 of 73
1 ROBBINS GELLER RUDMAN& DOWD LLP
2 JEFFREY D. LIGHT655 West Broadway, Suite 1900
3 San Diego, CA 92101
4 Lead Counsel for Plaintiffs
5 WILSON SONSINI GOODRICH &ROSATI, P.C.
6 DOUGLAS J. CLARK650 Page Mill Road
7 Palo Alto, CA 94304
8 Counsel for Defendants TeleNav, Inc.,H.P. Jin, Douglas S Miller, Shawn Carolan,
9 Samuel Chen, Hon Jane Chiu, Soo Boon Koh,and Joseph M. Zaelit
10LATHAM & WATKINS LLP
1 I PATRICK E. GIBBS140 Scott Drive
12 Menlo Park, CA 94025
13 Counsel for Defendants J.P. MorganSecurities LL and Deutsche Bank Securities Inc.
14PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE
15REGARDING THIS NOTICE.
16DATED: , 2011 BY ORDER OF THE COURT
17 UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA
18
19
20
21
22
23
24
25
26
27
28
634287_4 SUMMARY NOTICE - 10-cv-03942-SC -2-
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EXHIBIT B
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page66 of 73
1
2
3
4
5
6
7
8 UNITED STATES DISTRICT COURT
9 NORTHERN DISTRICT OF CALIFORNIA
10 DAVID SMITH, Individually and on Behalf of) No. 10-cv-03942-SCAll Others Similarly Situated, }
11 } CLASS ACTION Plaintiff, }
12 } [PROPOSED] FINAL JUDGMENT ANDVS. } ORDER OF DISMISSAL WITH PREJUDICE
13 }TELENAV, INC., et al., } EXHIBIT B
14 }Defendants. }
15 }
16
17
18
19
20
21
22
23
24
25
26
27
28
634289_3
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1 This matter carne before the Court for hearing pursuant to the Order Preliminarily Approving
2 Settlement and Providing for Notice ("Order") dated , 2011, on the application of the
3 parties for approval of the settlement set forth in the Stipulation of Settlement dated as of July 15,
4 2011 (the "Stipulation"). Due and adequate notice having been given to the Class as required in said
5 Order, and the Court having considered all papers filed and proceedings had herein and otherwise
6 being fully informed in the premises and good cause appearing therefore, IT IS HEREBY
7 ORDERED, ADJUDGED, AND DECREED that:
S 1. This Judgment incorporates by reference the definitions in the Stipulation, and all
9 terms used herein shall have the same meanings as set forth in the Stipulation, unless otherwise set
10 forth herein.
11
2. This Court has jurisdiction over the subject matter of the Action and over all parties to1213 the Action, including all Members of the Class.
14 3. The Court hereby finally certifies a Class defined as: "all Persons (other than those
15 Persons who timely and validly requested exclusion from the Class) who purchased TeleNav
16 common stock pursuant to and/or traceable to the Company's IPO on or about May 13, 2010 through
17 September 2, 2010, inclusive. Excluded from the Class are Defendants, members of the immediate
18 family of the Individual Defendants, the directors, officers, subsidiaries, and affiliates of TeleNav19
and the Underwriter Defendants, any person, firm, trust, corporation, officer, director or other2021 individual or entity in which any Defendant has a controlling interest, and the legal representatives,
22 affiliates, heirs, successors-in-interest or assigns of any such excluded person."
23 4. Pursuant to Federal Rule of Civil Procedure 23, the Court hereby approves the
24 settlement set forth in the Stipulation as fair, reasonable, and adequate.
25 5. Accordingly, the Court authorizes and directs implementation and performance of all
26the terms and provisions of the Stipulation, as well as the terms and provisions hereof. The Court
27
28
6342893 [PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE- 10-cv-03942-SC _ 1 _
Case3:10-cv-03942-SC Document27 Filed07/15/11 Page68 of 73
1 hereby dismisses the Action and all Released Claims of the Class with prejudice without costs as to
2 any party, except as and to the extent provided in the Stipulation and herein.
3 6. Upon the Effective Date hereof, the Lead Plaintiff, and each and every Class Member
4shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever
56 waived, released, relinquished, discharged, and dismissed each and every one of the Released Claims
7 against each and every one of the Released Persons, whether or not such Class Member executes and
g delivers the Proof of Claim and Release, and whether or not such Class Member shares in the
9 Settlement Fund.
10 7. All Class Members are hereby forever barred and enjoined from prosecuting any of
11the Released Claims against any of the Released Persons.
12
8. Upon the Effective Date hereto, each of the Released Persons shall be deemed to1314 have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished,
15 and discharged Lead Plaintiff, each and all of the Class Members, Lead Counsel, and Plaintiffs'
16 Counsel from all claims (including Unknown Claims) arising out of, relating to, or in connection
17 with the institution, prosecution, assertion, settlement or resolution of the Action or the Released
18 Claims.
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9. The Notice of Proposed Settlement of Class Action given to the Class was the best20
notice practicable under the circumstances, including the individual notice to all Members of the2122 Class who could be identified through reasonable effort. Said notice provided the best notice
23 practicable under the circumstances of those proceedings and of the matters set forth therein,
24 including the proposed settlement set forth in the Stipulation, to all Persons entitled to such notice,
25 and said notice fully satisfied the requirements of Federal Rule of Civil Procedure 23 and the
26 requirements of due process.
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1 10. Any Plan of Allocation submitted by Lead Counsel or any order entered regarding
2 any attorneys' fee and expense application shall in no way disturb or affect this Final Judgment and
3 shall be considered separate from this Final Judgment.
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11. Neither the Stipulation nor the settlement contained therein, nor any act performed or56 document executed pursuant to or in furtherance of the Stipulation or the settlement: (a) is or may be
7 deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim,
g or of any wrongdoing or liability of the Defendants or their respective Related Parties, or (b) is or
9 may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any
10 of the Defendants or their respective Related Parties in any civil, criminal, or administrative
11 proceeding in any court, administrative agency, or other tribunal. The Defendants and/or their12
respective Related Parties may file the Stipulation and/or this Judgment from this action in any other1314 action that may be brought against them in order to support a defense or counterclaim based on
15 principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or
16 reduction, or any other theory of claim preclusion or issue preclusion or similar defense or
17 counterclaim.
18 12. Without affecting the finality of this Judgment in any way, this Court hereby retains
19continuing jurisdiction over: (a) implementation of this settlement and any award or distribution of
20the Settlement Fund, including interest earned thereon; (b) disposition of the Settlement Fund;
2122 (c) hearing and determining applications for attorneys' fees, interest, and expenses in the Action; and
23 (d) all parties hereto for the purpose of construing, enforcing, and administering the Stipulation.
24 13. The Court finds that during the course of the Action, the Settling Parties and their
25 respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure
26 11.
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1 14. In the event that the settlement does not become effective in accordance with the
2 terms of the Stipulation, or the Effective Date does not occur, or in the event that the Settlement
3 Fund, or an portion thereof, is returned to the Defendants or their insurers then this Judgmenty p shall4
be rendered null and void to the extent provided by and in accordance with the Stipulation and shall56 be vacated and, in such event, all orders entered and releases delivered in connection herewith shall
7 be null and void to the extent provided by and in accordance with the Stipulation.
8 15. Without further order of the Court, the Settling Parties may agree to reasonable
9 extensions of time to carry out any of the provisions of the Stipulation.
10 IT IS SO ORDERED.
11
12 DATED:
13 THE HONORABLE SAMUEL CONTIUNITED STATES SENIOR DISTRICT JUDGE
14Submitted by:
15 ROBBINS GELLER RUDMAN16 &DOWD LLP
SHAWN A. WILLIAMS17 DANIEL J. PFEFFERBAUM
Post Montgomery Center18 One Montgomery Street, Suite 1800
San Francisco, CA 941041 9 Telephone: 415/288-4545
415/288-4534 (fax)
20 ROBBINS GELLER RUDMAN21 & DOWD LLP
JOHN J. RICE22 JEFFREY D. LIGHT
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24 JEFFREY D. LIGHT
25 655 West Broadway, Suite 190026 San Diego, CA 92101-3301
Telephone: 619/231-105827 619/231-7423 (fax)
28 Lead Counsel for Plaintiff
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1JOHNSON & WEAVER, LLP
2 FRANK J. JOHNSONBRETT M. WEAVER
3 501 West Broadway, Suite 1720San Diego, CA 92101
4 Telephone: 619/230-0063619/238-0622 (fax)
5Additional Counsel for Plaintiff
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1 CERTIFICATE OF SERVICE
2 I hereby certify that on July 15, 2011, I authorized the electronic filing of the foregoing with
3 the Clerk of the Court using the CM/ECF system which will send notification of such filing to the
4 e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
5 caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
6 CMIECF participants indicated on the attached Manual Notice List.
7 I further certify that I caused this document to be forwarded to the following Designated
8 Internet Site at: http://securities.stanford.edu .
9 I certify under penalty of perjury under the laws of the United States of America that the
10 foregoing is true and correct. Executed on July 15, 2011.
11s/ Jeffrey D. Light
12 JEFFREY D. LIGHT
13ROBBINS GELLER RUDMAN
14 & DOWD LLP655 West Broadway, Suite 1900
15 San Diego, CA 92101-3301Telephone: 619/231-1058
16 619/231-7423 (fax)
17 E-mail Jeffl@rgrdlaw,com
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Mailing Information for a Case 3:10-cv-03942-SC
Electronic Mail Notice List
The following are those who are currently on the list to receive e-mail notices for this case.
• Molly Allison [email protected],[email protected]
• Douglas John [email protected]
• Benjamin Matthew [email protected]
• Patrick Edward [email protected],[email protected] ,[email protected] ,[email protected]
• Caz [email protected] ,[email protected] ,[email protected]
• Tricia Lynn [email protected],e [email protected],[email protected]
• Daniel Jacob [email protected],khuang@rgrd law.com ,erinj @rgrdlaw.com ,e_file_sd@rgrd law.com,e_file_sf@rgrd law.com
• Darren Jay Robbinse_file—[email protected]
• David Conrad [email protected]
• Sara Terese [email protected],[email protected] ,[email protected]
• Shawn A. [email protected] ,[email protected] ,[email protected],e_fil [email protected],e_file_sf@rgrd law.com
Manual Notice List
The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore requiremanual noticing). You may wish to use your mouse to select and copy this list into your word processing program in order tocreate notices or labels for these recipients.
Boris FeldmanWilson Sonsini Goodrich & Rosati650 Page Mill RoadPalo Alto, CA 94304-1050
https://eef.cand.uscourts.gov/cgi-bin/MailList.pl?559038397867767-L_366_0-1 7/14/2011