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UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT
IN RE TANGOE, INC., SECURITIES LITIGATION
) ) ) ) ) ) ) ) ) ) ) )
Civil Action No. 3:17-cv-00146-VLB
MEMORANDUM OF LAW IN SUPPORT OF LEAD PLAINTIFF’S UNOPPOSED MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT
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Pursuant to Rule 23 of the Federal Rules of Civil Procedure, Lead Plaintiff James
Alpha Multi Strategy Alternative Income Portfolio respectfully submits this Memorandum
of Law in Support of Lead Plaintiff’s Unopposed Motion for Preliminary Approval of
Class Action Settlement.
I. INTRODUCTION
Lead Plaintiff and defendants Tangoe, Inc. (“Tangoe”), Albert Subbloie, Jr. and
Gary Martino (collectively, “Defendants”) have agreed to settle this case for two million
five hundred and fifty thousand U.S. dollars ($2,550,000.00).1 By this motion, Lead
Plaintiff respectfully requests that the Court take the first step in its approval process2
and enter an order: (i) granting preliminary approval of the proposed Settlement; (ii)
certifying, for settlement purposes only, the proposed Settlement Class; (iii) approving
the Parties’ proposed form and method of giving notice to the proposed Settlement
Class; and (iv) setting a date for a Settlement Hearing and deadlines for mailing and
publication of the Notice, the filing of Settlement Class Member objections, the filing of
Settlement Class Member opt-out notices, the filing of Lead Plaintiff’s Motion for Final 1 Lead Plaintiff and Defendants will be referenced collectively herein as the “Parties.” All capitalized terms used herein have the meanings set forth and defined in the Stipulation and Agreement of Settlement (the “Stipulation”). A true and correct copy of the Stipulation and its exhibits (Exhibit A, A-1, A-2, A-3 and A-4 and Exhibit B) are altogether attached to the accompanying Declaration of Jacob Goldberg in Support of Preliminary Approval of Class Action Settlement (“Goldberg Decl.”) as Ex. 1. 2 Court approval of a class settlement is a two-step process. First, the Court must consider whether preliminarily to approve the settlement, as well as the content and method of providing notice to the proposed settlement class. Second, after preliminary approval and after notice has been issued to settlement class members consistent with the preliminary approval order, the Court must make a final determination as to whether the Settlement is fair, reasonable and adequate, such that the Settlement should be finally approved.
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Approval of the Settlement, and the filing of Lead Counsel’s application for attorneys’
fees and expenses.
The proposed Settlement was achieved following arm’s-length negotiations with
the assistance of an independent mediator, Jed D. Melnick, Esq. of JAMS Alternative
Dispute Resolution. As set forth herein, based on, inter alia, Lead Plaintiff’s intensive
investigation in connection with preparing an amended complaint; Lead Plaintiff’s
retention of experts to evaluate potential damages; and the Parties’ preparation and
exchange of formal mediation statements, Lead Plaintiff and its counsel had a thorough
understanding of the strengths and weaknesses of its claims asserted in the Action,
including the potential limitations on damages and recovery, prior to agreeing to accept
the proposed Settlement.
The proposed Settlement represents an excellent recovery for Settlement Class
Members. Lead Plaintiff estimates that the proposed Settlement returns approximately
20.24% of estimated damages. This is well above the median settlement for similar
securities class actions. See, e.g., Cornerstone Research, Securities Class Action
Settlement 2016 Review and Analysis, at 7-8 (noting that in 2016, securities settlements
overall returned a median of 2.5% of damages, with a higher median return of 7.3%
where, as here, damages are less than $50 million). This Settlement far exceeds the
normal ranges of reasonable approval and thus warrants preliminary approval.
Likewise, Lead Plaintiff’s proposed Notice satisfies the PSLRA’s disclosure
requirements and is the best practicable notice under the circumstances.
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II. SUMMARY OF THE LITIGATION AND SETTLEMENT
A. Procedural History
On May 24, 2016, individual plaintiff Sarah Moleski filed a class action complaint
in the United States District Court for the District of New Jersey (“New Jersey District
Court”), asserting claims against Defendants on behalf of purchasers of Tangoe, Inc.
securities between March 18, 2014 and March 7, 2016, and seeking to pursue remedies
under the Securities Exchange Act of 1934. See generally Moleski v. Tangoe, Inc., No.
2:16-CV-02957 (D.N.J. 2016) (hereinafter “Moleski”).
On January 11, 2017, the New Jersey District Court appointed as Lead Plaintiff
James Alpha Multi Strategy Alternative Income Portfolio and The Rosen Law Firm, P.A.
and Finkelstein & Krinsk LLP as Lead Counsel (Moleski Dkt. No. 16).
On January 30, 2017, this case was electronically transferred by stipulation of
the Parties from the New Jersey District Court to the United States District Court for
District of Connecticut (Dkt. No. 22).
On June 23, 2017, the Parties filed a Joint Motion (Dkt. 52) informing the Court of
their mediation session scheduled for July 27, 2017, and seeking a temporary stay of
the Action pending the outcome of mediation.
On June 26, 2017, the Court granted in part the Parties Joint Motion and
temporarily stayed this Action during the pendency of mediation proceedings. (Dkt. 53).
On July 27, 2017, certain of the Parties, their liability insurers and their counsel
attended a full-day, in-person mediation session before Jed D. Melnick, Esq. of JAMS
ADR in New York City, and arrived at an agreement in principal to resolve the Action
through this Settlement.
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On August 7, 2017, upon being notified by phone of the Parties’ pending
Settlement efforts, the Court entered an order directing the Parties to submit settlement
terms for this Court’s review and approval. (Dkt. 57). Lead Plaintiff now submits its
Unopposed Motion for Preliminary Approval of Class Action Settlement in accordance
with the Court’s order.
B. Settlement Negotiations
On July 27, 2017, Lead Plaintiff and Defendants attended a mediation before Jed
D. Melnick, Esq. of JAMS in New York City. In the months leading up to this mediation
session, Lead Plaintiff and Lead Counsel conducted an extensive investigation of the
claims and the potential damages in this case, and retained multiple investigators as
well as accounting and securities class damages experts. Shortly before the mediation
session, Lead Plaintiff and Defendants exchanged detailed confidential statements and
exhibits. Those statements and exhibits were also submitted to the mediator. After
many hours of intensive mediation presentations and negotiations, the Parties were
successful in achieving a resolution to this Action. The Parties extensive negotiations
were at all times conducted at arm’s length with the assistance and oversight of the
mediator, who ultimately recommended and approved that the Parties settle the Action
for a total of $2.55 million.
C. Summary of Key Terms of the Proposed Settlement
1. Relief to Class Members
In full and final resolution of all claims asserted in this Action, and all claims that
have been or could have been asserted by Settlement Class Members or Lead Plaintiff
against Defendants and the Released Parties, the Defendants shall transfer or cause
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the Insurer to transfer two million five hundred and fifty thousand U.S. dollars
($2,550,000.00) in cash into a Settlement Fund, as set forth in the Stipulation filed
contemporaneously herewith.
2. Class Notice and Settlement Administration
a. Notice
Within eighteen (18) calendar days of the entry of the Preliminary Approval
Order, the third party Claims Administrator, Strategic Claims Services (“Claims
Administrator” or “SCS”) will transmit individual notice via mail, substantially in the form
of the “postcard notice” attached to the Stipulation as Exhibit A-1 (the “Postcard
Notice”), to each Settlement Class Member identified by records maintained by Tangoe
or its transfer agent. SCS will also transmit Postcard Notice to all persons identified by
banks, brokerage firms, or other nominees, as having purchased Tangoe common stock
during the Settlement Class Period. The Postcard Notice prompts potential Settlement
Class Members to view the long form notice (“Notice”), attached to the Goldberg Decl.
as Ex. A-2, online or to contact the Claims Administrator to request a hard copy of the
Notice. SCS shall complete the mailing as soon as practical, but in no instance later
than fourteen (14) days prior to the Settlement Hearing. Lead Counsel, through the
Claims Administrator, will cause the Settlement Stipulation and its Exhibits, this Order,
and a copy of the Notice to be posted on the Claims Administrator’s website within
sixteen (16) calendar days after entry of this Order. The Claims Administrator will also
publish the Summary Notice electronically on the GlobeNewswire, and also in print in
the Investor’s Business Daily within sixteen (16) calendar days after the entry of the
Preliminary Approval Order.
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The Notice describes in plain English the terms of the Settlement, the
considerations that led Lead Counsel and Lead Plaintiff to conclude that the Settlement
is fair and adequate, the maximum attorneys’ fees award and expense reimbursement
that may be sought, the procedures for objecting to and opting out of the Settlement, the
proposed Plan of Allocation, and the date and place of the Settlement Hearing. This
notice program will fairly apprise Settlement Class Members of the Settlement and their
options with respect thereto, and fully satisfies constitutional due process requirements.
b. Administration
The Claims Administrator will administer distribution of the Net Settlement Fund
pursuant to the Stipulation. In accordance with the Stipulation, Defendants shall pay or
cause to be paid $2.55 million into an interest-bearing escrow account in a federally-
chartered bank designated by Lead Counsel (the “Escrow Account”), to be controlled by
Lead Counsel as Escrow Co-Agents for the benefit of the Settlement Class, with all
interest to accrue for the benefit of the Settlement Class. Once the Settlement becomes
final following entry of the Court’s final judgment, substantially in the form attached to
the Stipulation as Exhibit B (the “Judgment”), no monies shall revert back to
Defendants.
c. Costs of Notice and Administration
Upon deposit in the Escrow Account of the Settlement Fund, the Escrow Agent
may transfer up to one hundred and fifty thousand U.S. dollars ($150,000.00) from the
Escrow Account to an interest-bearing account to be maintained by the Settlement
Administrator, to pay reasonable and necessary Notice and Administration Costs. After
the Settlement’s Effective Date, without further approval from the Court, the Escrow Co-
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Agents may disburse additional amounts up to a total of three hundred thousand U.S.
Dollars ($300,000.00) from the Settlement Fund to pay for any necessary, additional
Administrative Costs. For any additional Administrative Costs above three hundred
thousand dollars, the Escrow Co-Agents will obtain Court approval.
3. Opt-Out Exclusionary Provisions
Any Settlement Class Member who wishes to object to the fairness of the
Stipulation must, by the Opt-Out/Objection Deadline set forth in the Notice (see Exhibit
A-2 of the Stipulation), file any such objection with the Court, and provide copies of the
objection to Lead Counsel, Defendants’ Counsel, and the Court. Any Settlement Class
Member who does not file a timely objection to the Stipulation shall be foreclosed from
seeking adjudication or review of the Stipulation by appeal or otherwise.
Any Class Member who wishes to be excluded as a Class Member may submit a
written exclusion request to the Claims Administrator, postmarked no later than the Opt-
Out/Objection Deadline.
4. Release Provisions
Upon the Effective Date noted in the Stipulation, Lead Plaintiff and each
Settlement Class Member who does not timely exclude himself/herself/itself from the
Settlement Class, including any other person acting on his/her/its behalf or for his/her/its
benefit, shall be deemed to have released, waived, and discharged the Defendants and
the Released Parties from the Released Claims, and expressly waived and relinquished
the Released Claims, including any Unknown Claims.
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5. Attorneys’ Fees and Expenses
For their services rendered on behalf of the Settlement Class, Lead Counsel
intend to seek an attorneys’ fee award not to exceed 30% of the Settlement Amount
($765,000), as well as the reimbursement of reasonable expenses.
6. No Admission of Liability
Each of the Defendants denies any wrongdoing, and this Settlement shall in no
event be construed or deemed to be evidence or an admission or concession on the
part of any of the Defendants or the Released Parties with respect to any claim or
allegation of fault or liability or wrongdoing or damage whatsoever, or any infirmity in the
defenses that the Defendants have, or could have, asserted. Defendants expressly
deny that Lead Plaintiff has asserted any valid claims as to any of them, and expressly
deny any and all allegations of fault, liability, wrongdoing or damages whatsoever.
Similarly, the Stipulation shall in no event be construed or deemed to be evidence of an
admission or concession on the part of Lead Plaintiff of any infirmity in any of the claims
asserted in the Action, or an admission or concession that any of the Defendants’
defenses to liability had any merit. Each of the Parties recognizes and acknowledges,
however, that the Action has been initiated, filed and prosecuted by Lead Plaintiff in
good faith, and defended by Defendants in good faith, and that the Action is being
voluntarily settled with the advice of counsel and the mediator, and that the terms of the
Settlement are fair, adequate and reasonable.
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III. PRELIMINARY APPROVAL OF THE SETTLEMENT IS APPROPRIATE
A. Standards for Preliminary Approval
The law favors settlement, particularly in class actions and other complex cases
because they tie up substantial judicial resources, use up the parties’ time and money,
and, in such cases, any resolution is often significantly delayed. Palacio v. E*TRADE
Fin. Corp., No. 10 Civ. 4030 (LAP) (DCF), 2012 U.S. Dist. LEXIS 88019, at *7 (S.D.N.Y.
June 22, 2012) (quoting Wal-Mart Stores, Inc. v. Visa U.S.A. Inc., 396 F.3d 96, 116 (2d
Cir. 2005)); see also Spann v. AOL Time Warner, Inc., No. 02 Civ. 8238 (DLC), 2005
U.S. Dist. LEXIS 10848, at *18 (S.D.N.Y. June 7, 2005) (“[P]ublic policy favors
settlement, especially in the case of class actions”); Newberg on Class Actions (Fourth)
(2002) § 11.41 (“The compromise of complex litigation is encouraged by the courts and
favored by public policy.”). Due to the presumption in favor of settlement, and “[a]bsent
fraud or collusion,” courts “should be hesitant to substitute [their] judgment for that of the
parties who negotiated the settlement.” In re EVCI Career Colls. Holding Corp. Sec.
Litig., No. 05 Civ. 10240 (CM), 2007 U.S. Dist. LEXIS 57918, at *12 (S.D.N.Y. July 27,
2007). More explicitly, the Supreme Court has cautioned that in reviewing a proposed
class settlement, courts should “not decide the merits of the case or resolve unsettled
legal questions.” Carson v. Am. Brands, Inc., 450 U.S. 79, 88 n.14 (1981).
Where, as here, parties propose to resolve class action litigation through a class-
wide settlement, they must request and obtain the Court’s approval. See Fed. R. Civ.
P. 23(e); Wright v. Stern, 553 F. Supp. 2d 337, 343 (S.D.N.Y. 2008). The typical
process for approval of class action settlements is described in the Manual for Complex
Litigation (Fourth) §§ 21.632-.634 (2004). The steps are:
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1. Preliminary approval of the proposed settlement at an informal hearing;
2. Dissemination of mailed and/or published notice of the settlement and fairness hearing to all affected class members; and
3. A formal fairness hearing, or final approval hearing, at which class members may be heard regarding the settlement, and at which evidence and argument concerning the fairness, adequacy, and reasonableness of the settlement is presented.
This procedure, commonly employed by federal courts, safeguards class
members’ procedural due process rights and enables the court to fulfill its role as the
guardian of the class members’ interests. See Newberg, § 11.25 (quoting Manual for
Complex Litigation (Second) (1985)). In the Second Circuit, courts will examine the
negotiating process that led to the settlement. Wal-Mart, 396 F.3d 96 at 116. They will
also determine whether the settlement’s terms are fair, reasonable, and adequate, using
the factors set forth in City of Detroit v. Grinnell Corp., 495 F.2d 448 (2d Cir. 1974).
Preliminary approval is merely the prerequisite to giving notice that “the proposed
settlement … may be submitted to members of the prospective Class for their
acceptance or rejection.” Philadelphia Housing Authority v. American Radiator &
Standard Sanitary Corporation, 323 F.Supp. 364, 372 (E.D. Pa. 1970). Accordingly, at
this stage of the settlement process, the Court conducts only a preliminary evaluation to
determine whether the proposed Settlement is within range of possible final approval.
See 5 James Wm. Moore, Moore’s Federal Practice ¶¶ 23.83[1], 23-336.2 to 23-339 (3d
ed. 2002); see also Karvaly v. eBay, Inc., 245 F.R.D. 71, 86 (E.D.N.Y. 2007)
(“Preliminary approval of settlements should be given if the settlement is the result of
serious, informed and non-collusive negotiations and the proposed settlement has no
obvious deficiencies, such as giving preferential treatment to class representatives, or
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granting excessive attorneys fees.”) (quoting In re Medical X-Ray Film Antitrust Litig.,
1997 WL 33320580, *6 (E.D.N.Y. Dec. 26, 1997)).
B. The Settlement Negotiated By the Parties Receives a Presumption of
Fairness
“In evaluating the settlement, the Court should keep in mind the unique ability of
class and defense counsel to assess the potential risks and rewards of litigation; a
presumption of fairness, adequacy and reasonableness may attach to a class
settlement reached in arms-length negotiations between experienced, capable counsel .
. . .” Clark v. Ecolab Inc., Nos. 07 Civ. 8623, 04 Civ. 4488, 06 Civ. 5672, 2010 U.S.
Dist. LEXIS 47036, at *18 (S.D.N.Y. May 11, 2010) (citation omitted). Courts also give
weight to the parties’ judgment that the settlement is fair and reasonable. See Palacio,
2012 U.S. Dist. LEXIS 88019, at *8; Diaz v. E. Locating Serv. Inc., No. 10 Civ. 4082,
2010 U.S. Dist. LEXIS 139136, at *10 (S.D.N.Y. Nov. 29, 2010), Clark, 2010 U.S. Dist.
LEXIS 47036, at *18. Flinn v. FMC Corp., 528 F.2d 1169, 1173 (4th Cir. 1975) (“While
the opinion and recommendation of experienced counsel is not to be blindly followed by
the trial court, such opinion should be given weight in evaluating the proposed
settlement”).
On July 27, 2017, the Parties participated in an all-day, in-person mediation
before a nationally regarded mediator, Jed. D. Melnick, Esq. In advance of that
session, the Parties exchanged and provided to the Mediator detailed mediation
statements and exhibits addressing Defendants’ potential liability and damages. During
the mediation session, both sides made detailed, adversarial presentations about the
merits of Lead Plaintiff’s claims and the defenses to those claims. After numerous
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debates, proposals and counterproposals between the Parties and their Mediator, the
Parties were able to reach an agreement in principal at the end of the session.
Negotiations were at all times hard-fought and at arm’s length, and have produced a
result that Lead Plaintiff and Lead Counsel believe to be in the best interests of the
Settlement Class. The arm’s-length nature of settlement negotiations and the
supervision of an experienced mediator supports the conclusion that the Settlement is
fair and achieved free of collusion. See D’Amato v. Deutsche Bank, 236 F.3d 78, 85 (2d
Cir. 2001) (a “mediator’s involvement in . . . settlement negotiations helps to ensure that
the proceedings were free of collusion and undue pressure”).
The proponents of the Settlement are highly experienced in this type of litigation
and are intimately familiar with the legal and factual issues enmeshed in this case. See
Rosen Firm and Finkelstein & Krinsk Resumes, Goldberg Decl. Exs. 2 and 3. As one
court found in Lyons v. Marrud, Inc., 1972 WL 327, *2 (S.D.N.Y. June 6, 1972),
“[e]xperienced and competent counsel have assessed these problems and the
probability of success on the merits. They have concluded that compromise is well-
advised and necessary. The parties’ decision regarding the respective merits of their
positions has an important bearing on this case.” The same is true here. In Lead
Counsel’s view, the Settlement provides substantial benefits to the Settlement Class,
especially considering the expense, risks, difficulties, delays, and uncertainties of
litigation, trial, and post-trial proceedings.
In addition, the Parties and their counsel were knowledgeable about the
strengths and weaknesses of the case prior to their agreement to settle. Lead Plaintiffs
conducted an extensive investigation prior to filing an amended complaint, which
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included a thorough review of myriad publicly available information, including without
limitation, the entirety of Tangoe’s filings with the U.S. Securities and Exchange
Commission (“SEC”), financial analyst and media reports, as well as public statements
made by Defendants’ themselves regarding Tangoe’s business and financial condition.
Further, Lead Plaintiff engaged its own accounting expert, damages expert, and
professional investigators to fully and accurately assess the merit and value of
Settlement Class claims. Lead Plaintiff also had the benefit of Defendants’ mediation
presentation setting forth their arguments and defenses on Lead Plaintiff’s theories of
liability, damages, and loss causation. As a result of these extensive efforts, Lead
Plaintiff and Lead Counsel had an adequate basis for assessing the strength of the
Settlement Class’s claims and Defendants’ defenses when they entered into the
Settlement.
The Settlement does not provide preferential treatment to Lead Plaintiff or any
other Settlement Class Members. The proposed Plan of Allocation set forth in ¶8 of the
Notice, and developed by Lead Plaintiff’s damages expert in consultation with Lead
Counsel, provides a fair and reasonable method to allocate the Net Settlement Fund
among Settlement Class Members who submit valid Claim Forms. The Net Settlement
Fund will be allocated to Authorized Claimants on a pro rata basis based on the relative
size of their Recognized Losses. Similar plans have repeatedly been approved by
district courts within the Second Circuit. See In re Citigroup, Inc. Sec. Litig., 965 F.
Supp. 2d 369, 386-87 (S.D.N.Y. 2013); In re Marsh ERISA Litig., 265 F.R.D. 128, 145-
46 (S.D.N.Y. 2010).
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For all these reasons, the Settlement was the product of a thorough, arm’s-length
process, and as such, enjoys a presumption of fairness. See Thompson v. Metro Life
Ins. Co., 216 F.R.D. 55, 61 (S.D.N.Y. 2003) (“A strong presumption of fairness attaches
to proposed settlements that have been negotiated at arms-length.”).
C. The Settlement Benefit Falls within the Range of Possible Approval
At the Settlement Hearing, in determining whether a settlement is fair,
reasonable, and adequate, the Court will decide whether to approve the settlement
under the factors articulated in Grinnell: (1) the complexity, expense, and likely duration
of the litigation; (2) the reaction of the class to the settlement; (3) the stage of the
proceedings and the amount of discovery completed; (4) the risks of establishing
liability; (5) the risks of establishing damages; (6) the risks of maintaining the class
action through the trial; (7) the ability of the defendants to withstand a greater judgment;
(8) the range of reasonableness of the settlement fund in light of the best possible
recovery; and (9) the range of reasonableness of the settlement fund to a possible
recovery in light of all the attendant risks of litigation. 495 F.2d at 463. All nine factors
need not be satisfied; rather, the Court should consider the totality of these factors in
light of the particular circumstances. Thompson v. Metro. Life Ins. Co., 216 F.R.D. at
61.
At the Preliminary Approval stage, however, the Court need not determine
whether the Settlement should be approved. Rather, if the Court finds that the
Settlement is “within the range of possible approval” that might be approved under
Grinnell, it should then order that the Class be notified of the Settlement and given an
opportunity to be heard, and that the Settlement Hearing be held. See Manual for
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Complex Litigation (Fourth) § 40.42 (model preliminary approval order). Here, the
Settlement substantially satisfies the test announced by Grinnell. Therefore, the Court
should grant preliminary approval.
1. The Complexity, Expense and Likely Duration of the Litigation
The proposed Settlement provides the Settlement Class with substantial and
certain relief, without the delay and expense of extensive motion practice, discovery,
class certification, summary judgment, trial and post-trial proceedings. Due to the
inherent complexity of securities litigation, and particularly the stringent requirements
imposed by the Private Securities Litigation Reform Act of 1995’s (“PSLRA”)
amendments to the Exchange Act, as well as supervening case law developments,
including the Supreme Court’s recent decision in Halliburton Co. v. Erica P. John Fund,
Inc., 134 S. Ct. 2398 (2014), prosecution of securities class action litigation is inherently
complex and lengthy. This Action would have taken years to complete discovery and
proceed through class certification, summary judgment and trial – all of which would be
extremely expensive and risky for the Settlement Class. A jury would then have had to
determine: (i) whether any remaining alleged representations/omissions were material;
(ii) whether Defendants acted with scienter; (iii) whether Tangoe’s stock traded in an
efficient market, entitling Lead Plaintiff and other Settlement Class Members to a
(rebuttable) presumption of reliance, including rebuttal evidence on price impact under
Halliburton; and (iv) the artificial inflation of Tangoe’s stock and how much of the
alleged price decline was attributable to what Lead Plaintiff alleges were the disclosures
of information correcting the alleged false statements, if any.
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Moreover, not only would any recovery be uncertain, considering the near-
certainty of appeals, any available recovery at all would be delayed by years.
2. Stage of the Proceedings
Proceedings in this Action were sufficiently advanced to provide Lead Plaintiff
with a thorough understanding of the strengths and weaknesses of the Settlement
Class’s claims. Lead Plaintiff conducted an extensive investigation and consulted with
accounting and damages experts on liability, damages and market efficiency issues.
Although the parties did not engage in formal discovery, the Parties’ mediation session,
along with the extensive mediation statements prepared in conjunction therewith,
allowed Lead Counsel the opportunity to assess the relative strengths and weaknesses
of the parties’ positions, and to negotiate accordingly. In re Am. Bank Note
Holographics, Inc., 127 F. Supp. 2d 418, 426 (S.D.N.Y. 2001) (“To approve a proposed
settlement . . . the Court need not find that the parties have engaged in extensive
discovery. Instead, it is enough for the parties to have engaged in sufficient
investigation of the facts to enable the Court to intelligently make . . . an appraisal of the
Settlement.”) (quotation marks and citations omitted).
3. The Risks of Establishing Liability and Damages
There were substantial risks in prosecuting this Action, and further prosecution of
this Action to trial would have yielded a limited recovery or no recovery at all. Although
Lead Plaintiff believes its allegations have merit, this Court has previously found
accounting-related allegations against these same Defendants insufficient to survive a
motion to dismiss under the PSLRA’s heightened pleading standards. See generally
Stein v. Tangoe, Inc., No. 3:13-cv-00286-VLB, Dkt. No. 92 (D. Conn. Sep. 30, 2014)
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(dismissing securities fraud claims against Defendants premised on accounting
violations). Even if Lead Plaintiff could survive the PSLRA’s heighted pleading
standards, Lead Plaintiff would still have to prove falsity, materiality, and scienter with
respect to Defendants’ purported misstatements, to both the Court’s and a jury’s
satisfaction, which is notoriously difficult and risky.
Lead Plaintiff would have encountered loss causation defenses at the summary
judgment phase, as well as at trial. Defendants would argue that Lead Plaintiff was
foreclosed from using any alleged stock drops to prove loss causation, and Lead
Plaintiff may have been forced to disaggregate any portion of the alleged price decline
that arose from disclosures that corrected the fraud alleged by Lead Plaintiff, from those
that pertained to other information disclosed on the same date. See, e.g., Police & Fire
Ret. Sys. v. Safenet, Inc., 645 F. Supp. 2d 210, 228-29 (S.D.N.Y. 2009) (dismissing
claims based on stock drop following press release for failure to “explain why the
disclosure on page 8 – as opposed to all other information in the extended 12 page
release – caused the price decline”).
As previously noted, a material risk existed that certain Settlement Class
Members’ claims would be eliminated in their entirety. By contrast, the proposed
Settlement assures a certain and immediate recovery.
4. The Risks of Maintaining this Class Action Through Trial
In opposing Defendants’ forthcoming motion to dismiss, Settlement Class
Members would face strong arguments from Defendants regarding (at minimum) falsity,
materiality, scienter and loss causation. In connection with Lead Plaintiff’s subsequent
motion for class certification, the Settlement Class would face the risk of arguments by
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Defendants regarding any potential factual dissimilarity of claims asserted by Lead
Plaintiff and putative class members. If successful, such defenses would mandate
myriad individual lawsuits, attempting to collect minimal amounts of damages. Even if a
class were certified over Defendants’ objections, such a litigation class would face
multiple risks in proving the class-wide nature of Defendants’ securities laws violations
at trial.
Though certification of securities class actions is not unusual, it is by no means
automatic. Thus, absent a settlement, the Settlement Class would remain at risk that
any litigation class certification motion would be denied. And because the amounts of
most Settlement Class Members’ individual damages are very small, individualized
litigation would not be economically feasible for damaged investors, and therefore most
if not all Settlement Class Members would recover nothing even if their claims were
strong on the merits.
5. Reasonableness of the Settlement Fund
The Stipulation provides for a Settlement Amount of $2.55 million to be paid into
the Settlement Fund. Lead Plaintiff’s consultation with its expert indicated that, based
on the allegations in the complaint, class-wide damages using different models ranged
from $5 million to $12 million, but likely closer to the lower end of that range. As
compared to that range of damages, the Settlement represents an excellent result,
returning approximately 50% of estimated damages (using the low end of the range) or
approximately 21% of damages (using the high end of the range). As such, the
Settlement falls well within the range of possible approval. See, e.g., Rite Aid, 146 F.
Supp. at 715 (citing studies indicating that the average securities fraud class action
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settlement since 1995 has resulted in a recovery of 5.5%-6.2% of estimated losses); In
re Mego Fin Corp. Sec. Litig., 213 F.3d 454, 459 (9th Cir. 2000) (stating that even using
the objector’s damages estimates, a settlement of 14% would be fair); Grinnell, 495
F.2d at 455 n.2 (“In fact there is no reason, at least in theory, why a satisfactory
settlement could not amount to a hundredth or even a thousandth part of a single
percent of the potential recovery.”); Cornerstone Research, Securities Class Action
Settlement 2016 Review and Analysis, at 7-8 (noting that in 2016, securities settlements
overall returned a median of 2.5% of damages, with 7.3% where damages are less than
$50 million).
IV. THE PROPOSED SETTLEMENT CLASS SHOULD BE CERTIFIED FOR SETTLEMENT PURPOSES
In preliminarily approving the proposed Settlement, the Court must also consider
whether to certify the Settlement Class for purposes of Settlement under Rules 23(a)
and (b)(3). See Amchem Products, Inc., v. Windsor, 521 U.S. 591, 620 (1997) (trial
court may disregard case management issues in certifying a settlement class, but the
proposed class must still satisfy the other requirements of Rule 23). The proposed
Settlement Class, which has been stipulated by the Parties, consists of: “all persons
who purchased or acquired the securities of Tangoe during the Settlement Class Period
of May 10, 2013 through June 16, 2017, inclusive, except that excluded from the
Settlement Class are all: (i) Defendants and all officers and directors of Tangoe during
the Settlement Class Period; (ii) blood relatives and household members of any Person
excluded under section (i) of this definition; (iii) any entities affliliated with, controlled by,
or more than 5% owned by, any person excluded under sections (i) and (ii) of this
definition; [and] (iv) the legal representatives, heirs, successors or assigns of any
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person excluded under subsections (i) through (iii) of this definition.” Also excluded
from the Settlement Class are those persons who submit valid and timely requests for
exclusion from the Settlement Class in accordance with the Court’s Preliminary
Approval Order and the Notice provided to Settlement Class Members.
The Second Circuit has long acknowledged the propriety of certifying classes
solely for settlement purposes. See Weinberger v. Kendrick, 698 F.2d 61, 73 (2d Cir.
1982). Before granting preliminary approval of a class action settlement, however, the
Court should determine that the proposed Settlement Class is proper for settlement
purposes. See Amchem Prods. v. Windsor, 521 U.S. 591, 620 (1997); Manual for
Complex Litigation (Fourth) § 21.632. To certify a class, the Court must determine
whether four threshold requirements of Federal Rule of Civil Procedure 23(a) are met:
(1) numerosity; (2) commonality; (3) typicality; and (4) adequacy of representation.
Amchem, 521 U.S. at 613. Additionally, the action must be maintainable under Fed. R.
Civ. P. 23(b)(1), (2) or (3). Id. at 614. In certifying the Settlement Class, however, the
Court need not determine whether the Action, if tried, would present intractable
management problems, “for the proposal is that there be no trial.” Id. at 620; see also
Fed. R. Civ. P. 23(b)(3)(D). Here, the proposed Settlement Class meets all of the
requirements of Rule 23(a) and satisfies the requirements of Rule 23(b)(3).
A. Numerosity
Rule 23(a)(1) requires a class be so large that joinder of all members is
“impracticable.” Fed. R. Civ. P. 23(a)(1). Courts generally assume that the numerosity
requirement is met in cases involving nationally traded securities. In re EVCI Career
Colleges Holding Corp. Sec. Litig., 2007 WL 2230177, *12 (S.D.N.Y. July 27, 2007).
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Indeed, “numerosity is presumed at a level of 40 members.” Consolidated Raid Corp. v.
Town of Hyde Park, 47 F.3d 473, 483 (2d Cir. 1995). In this case, although the exact
size of the Settlement Class is not yet known, the Parties agree that there are at least
hundreds or thousands of members in the proposed Settlement Class. During the
Settlement Class Period, Tangoe’s stock was actively traded in an efficient market, the
NASDAQ exchange, at substantial daily share volumes. Thus, Rule 23’s numerosity
requirement is clearly met.
B. Commonality
The commonality element of Rule 23(a)(2) requires that “questions of law or fact
[are] common to the class.” EVCI, 2007 WL 2230177, at *13. In a securities class action
like this one, the commonality requirement “is applied permissively.” Id. The test or
standard for meeting the Rule 23(a)(2) prerequisite is qualitative rather than
quantitative; that is, there need be only a single issue common to all members of the
class. Therefore, this requirement is easily met in most securities cases. Newberg on
Class Actions, § 3.10 (4th).
Where, as here, there are common questions of law and fact pertaining to
whether false statements of material fact were made by Defendants, whether
Defendants’ made those statements with the requisite state of mind, and the causes of
a decline in the market value of a company’s securities, commonality is easily met. See,
e.g., Amgen, Inc. v. Connecticut Ret. Plans and Trust Funds, 568 U.S. 455, 475 (2013)
(“[T]his Court has held that loss causation and the falsity or misleading nature of the
defendant’s alleged statements or omissions are common questions that need not be
adjudicated before a class is certified.”); Teachers’ Retirement Sys. of Louisiana v.
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ACLN Ltd., 2004 WL 2997957, *4 (S.D.N.Y. Dec. 27, 2004) (commonality satisfied by
allegations that class members were injured by the same fraudulent scheme).
C. Typicality
Rule 23(a)(3) requires that a class representative’s claim be typical of those of
the members of the class. A representative’s claim is typical if each class member’s
claim arose from the same course of conduct and is based on the same legal theories.
“Typical,” however, does not mean identical. EVCI, 2007 WL 2230177, at *13; see also
In re NASDAQ Market-Makers Antitrust Litig., 169 F.R.D. 493, 511 (S.D.N.Y. 1996)
(“Typicality, however, does not require that the situations of the named representatives
and the class members be identical.”) (collecting cases).
The heart of this requirement is that a plaintiff and each member of the
represented class have an interest in prevailing on similar legal claims. Assuming such
an interest, particular factual differences, differences in the amount of damages
claimed, or even the availability of certain defenses against a class representative may
not render his or her claims atypical. Gary Plastic Packaging Corp. v. Merrill Lynch,
Pierce, Fenner & Smith, Inc., 903 F.2d 176, 180 (2d Cir. 1990).
Lead Plaintiff is the proposed class representative in this case. As was the case
with all other members of the proposed Settlement Class during the Settlement Class
Period, Lead Plaintiff purchased Tangoe securities during the period from May 10, 2013
through March 7, 2016, inclusive, based on Defendants’ allegedly false and misleading
statements. Rule 23’s typicality requirement is satisfied.
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D. Adequacy
Rule 23(a)(4) requires that a representative party fairly and adequately protect
the interests of the class. This requirement has traditionally entailed a two-pronged
inquiry: first, whether the representative party’s interests conflict with the interests of
other class members, and second, whether the counsel chosen by the representative
party is qualified, experienced, and able to vigorously conduct the proposed litigation.
EVCI, 2007 WL 2230177, at *13. Pursuant to Federal Rule of Civil Procedure 23(g), the
adequacy of class counsel is now considered separately from the the adequacy of the
class representative. Both prongs of the adequacy requirement are satisfied here.
1. Adequacy of the Proposed Class Representative
The court-appointed Lead Plaintiff in this case does not have interests
antagonistic to those of other proposed Settlement Class Members. Like other
Settlement Class Members, Lead Plaintiff purchased Tangoe securities during the
Settlement Class Period. Lead Plaintiff is seeking, on its own behalf and on behalf of all
Settlement Class Members, to recover damages caused by Defendants’ allegedly
unlawful conduct. Lead Plaintiff’s interests are manifestly congruent with and not
antagonistic to the interests of other Settlement Class Members.
2. Adequacy of the Proposed Class Counsel
Rule 23(g) requires a court to assess the adequacy of proposed class counsel.
To that end, the court must consider the following: (1) the work counsel has done in
identifying or investigating the claims in the action; (2) counsel’s experience in handling
class actions, other complex litigation, and claims of the type asserted in the action; (3)
counsel’s knowledge of the applicable law; and (4) the resources counsel brings to
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representing the class. Fogarazzao v. Lehman Bros., Inc., 232 F.R.D. 176, 182
(S.D.N.Y. 2005).
Here, Lead Counsel is thoroughly experienced in prosecuting class actions as
class counsel and/or lead counsel, having successfully prosecuted securities class
actions in courts throughout the country. Courts have consistently found Co-Lead
Counsel, The Rosen Law Firm, P.A. and Finkelstein & Krinsk LLP to be well suited as
class counsel in securities class actions. A copy of the each firm’s resume is attached
as Exhibits 2 and 3 of the Goldberg Declaration.
E. Common Questions Predominate and the Class Action Device is Superior to Other Methods of Adjudication
Upon meeting the threshold requirements of Rule 23(a), a plaintiff must establish
that the proposed class meets the requirements of Rule 23(b)(3). To certify a class
under Rule 23(b)(3), the Court should find that: “the questions of law or fact common to
the members of the class predominate over any question affecting only individual
members, and that a class action is superior to other available methods for the fair and
efficient adjudication of the controversy.” Fed. R. Civ. P. 23(b)(3). Lead Plaintiff
satisfies the predominance and superiority criteria of Rule 23(b)(3).
It is well established that in determining whether common questions
predominate, the Court’s inquiry should be directed primarily toward the issue of liability.
”Where, as here, common questions predominate regarding liability, then courts
generally find the predominance requirement to be satisfied.” Similow v. S.W. Bell
Mobile Sys. Inc., 323 F.3d 32, 40 (1st Cir. 2003). When common questions represent a
significant aspect of a case and can be resolved in a single action, class action status is
appropriate. See 7A Wright, Miller & Kane, Federal Practice and Procedure: Civil 2d, §
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1788, at 528 (1986). “Rule 23(b)(3) requires merely that common issues predominate,
not that all issues be common to the class.” Smilow, 323 F.3d at 39. In the instant
action, the existence of common questions predominates over individual issues,
exemplified by the fact that if each class member were to bring an individual action,
each would be required to demonstrate the same material omissions or
misrepresentations in order to prove liability. See Amgen, 568 U.S. at 475 (2013)
(“[T]his Court has held that loss causation and the falsity or misleading nature of the
defendant’s alleged statements or omissions are common questions that need not be
adjudicated before a class is certified.”). Accordingly, this case illustrates the principle
that the predominance requirement is “readily met” in many securities fraud class
actions. Amchem, 521 U.S. at 625.
Factors relevant to a finding of superiority include:
(a) the interest of members of the class in individually controlling the prosecution or defense of separate actions;
(b) the extent and nature of any litigation concerning the controversy already commenced by or against the members of the class;
(c) the desirability or undesirability of concentrating the litigation of the claims in the particular forum; and
(d) the difficulties likely to be encountered in the management of a class action.
Fed. R. Civ. P. 23(b)(3).
Many, if not most, of the Settlement Class Members are individuals for whom the
prosecution of an individual damages action on their own behalf does not provide a
realistic or efficient alternative to class litigation. Even the individualized losses of larger
institutional investors such as Lead Plaintiff would be too small to justify the duration
and expense of a complex securities case such as this. Accordingly, most if not all
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Settlement Class Members have little or no interest in “controlling the prosecution or
defense of separate actions.” Id.
This United States District Court for the District of Connecticut is a desirable
forum for resolving this dispute pursuant to 28 U.S.C. § 1391(d) because a substantial
part of the alleged conduct complained of occurred within this District. Moreover, this
Court has particular experience adjudicating securities class actions against the
Defendants in this case. Stein v. Tangoe, Inc., No. 3:13-cv-00286-VLB, Dkt. No. 92 (D.
Conn. Sep. 30, 2014) (dismissing securities fraud claims against Defendants at the
pleading stage). Additionally, as to Rule 23(b)(3)(D), Lead Plaintiff believes that no
difficulties will be encountered in the Court’s management of this Settlement.
For all of these reasons, a class action is the superior method of adjudicating this
case, and therefore the requirements of Rule 23(b)(3) are satisfied. See Smilow, 323
F.3d at 41 (“The core purpose of Rule 23(b)(3) is to vindicate the claims of … groups of
people whose individual claims would be too small to warrant litigation”). For purposes
of this Settlement, Defendants do not dispute that the Settlement Class can and should
be certified in accordance with Rule 23(b)(3). Therefore, the Court should preliminarily
certify the proposed Settlement Class.
V. THE PROPOSED NOTICE TO SETTLEMENT CLASS MEMBERS SATISFIES RULE 23(C)(2)(B)
“Rule 23(e)(1)(B) requires the court to ‘direct notice in a reasonable manner to all
class members who would be bound by a proposed settlement, voluntary dismissal, or
compromise,’ regardless of whether the class was certified under Rule 23(b)(1), (b)(2),
or (b)(3).” See Manual for Complex Litigation (Fourth) § 21.312. To satisfy due
process, notice to class members must be “reasonably calculated, under all the
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circumstances, to apprise interested parties of the pendency of the action and afford
them an opportunity to present their objections.” Mullane v. Cent. Hanover Bank &
Trust Co., 339 U.S. 306, 314 (1950). “‘The notice must be of such nature as reasonably
to convey the required information . . . and it must afford a reasonable time for those
interested to make their appearance.’” Soberal-Perez v. Heckler, 717 F.2d 36, 43 (2d
Cir. 1983) (quoting Mullane, 339 U.S. at 314). In securities class actions, it is
customary to provide notice by (a) publishing a summary notice in a major publication,
(b) publishing this same summary notice in a press release, (c) mailing long-form notice
to all individual shareholders who can be found, and (d) publishing notice on a website.
See, e.g., In re Marsh Erisa Litig., 265 F.R.D. at 145.
The Proposed Order Preliminarily Approving Settlement and Providing for Notice
(“Preliminary Approval Order”), which is attached as Exhibit A to the Stipulation,
requires Lead Counsel, within eighteen (18) calendar days of the Court’s order
preliminarily approving the Settlement, to provide notice to Class Members through
mailing of the proposed Postcard Notice to all identifiable Settlement Class members,
substantially in the form annexed as Exhibit A-1 to the Preliminary Approval Order,
together with a copy of the Proof of Claim and Release, substantially in the form
annexed as Exhibit A-3 to the Preliminary Approval Order, to be promptly mailed by
first-class mail to each such Settlement Class members whose name and address are
reasonably available. Fourteen (14) calendar days after entry of the Preliminary
Approval Order, Lead Counsel shall cause a Summary Notice, substantially in the form
annexed as Exhibit A-4 to the Preliminary Approval Order, to be published over the
internet on GlobeNewswire and Investor’s Business Daily.
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The Notice meets the requirements of the PSLRA, 15 U.S.C. § 78u-4(a)(7). The
proposed Notice, attached to the Preliminary Approval Order as Exhibit A-2, provides
detailed information concerning: (a) the rights of Settlement Class Members, including
the right to accept, object, or opt out of the Settlement; (b) the nature, history, and
progress of the litigation; (c) the proposed Settlement; (d) the process for filing a proof
of claim; (e) a description of the Plan of Allocation; (f) the fees and expenses to be
sought by Lead Counsel and an incentive award to Lead Plaintiff; and (g) the necessary
information for any Settlement Class Member to examine the Court records should they
desire to do so. The Notice also sets forth instructions to securities brokers and other
nominee holders for forwarding Notice to those persons for whom the nominees hold or
held shares in street name. Additionally, the proposed Notice explains the procedures
and deadlines for opting out of the Settlement or submitting objections or other
comments.
The proposed Notice is “reasonably calculated, under all the circumstances, to
apprise interested parties of the pendency of the action and afford them an opportunity
to present their objections.” Mullane v. Central Hanover Bank & Trust Co., 339 U.S.
306, 314 (1950). Thus, the proposed method of notice described above satisfies the
requirements of due process as well as the PSLRA. See, e.g., Eisen v. Carlisle &
Jacqueline, 417 U.S. 156, 173 (1974).
VI. PROPOSED SCHEDULE OF EVENTS
Lead Plaintiff proposes the following schedule of events leading up to the
Settlement Hearing as set forth in the Preliminary Approval Order filed herewith:
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EVENT
DEADLINE FOR COMPLIANCE
Date for Settlement Hearing. 100-110 calendar days from entry of the Preliminary Approval Order. (Preliminary Approval Order ¶ 6.)
Defendants to provide a list of record owners of Tangoe securities
No later than fourteen (14) days after the entry of this Order (Preliminary Approval Order ¶13).
Mailing of Notice and Proof of Claim and Release to record owners of Tangoe
No later than 21 days after the entry of this Order (Preliminary Approval Order ¶¶13, 15).
Mailing of Postcard Notice. As soon as practical after receiving lists of beneficial owners from nominees and custodians. (Preliminary Approval Order ¶17).
Publication of Summary Notice. No later than fourteen (14) calendar days after the entry of Preliminary Approval Order. (Preliminary Approval Order ¶14).
Deadline for filing Proofs of Claim. No later fourteen (14) calendar days prior the Settlement Hearing. (Preliminary Approval Order ¶ 21(a)).
Filing deadline for requests for exclusion. Twenty eight (28) calendar days prior to the Settlement Hearing. (Preliminary Approval Order ¶23).
Date for Lead Plaintiff to file papers in support of the Settlement, the Plan of Allocation and for application for attorneys’ fees and reimbursement of expenses.
Thirty five (35) calendar days prior to the Settlement Hearing. (Preliminary Approval Order ¶32).
Filing deadline for objections. Twenty eight (21) calendar days prior to the Settlement Hearing. (Preliminary Approval Order ¶ 28).
Date for Lead Plaintiff to file reply papers in support of the Settlement, the Plan of Allocation and for application for attorneys’ fees and reimbursement of expenses.
Seven (7) calendar days prior to the Settlement Hearing. (Preliminary Approval Order ¶ 33).
This schedule is similar to those used in numerous other class action settlements
and provides due process for the putative Settlement Class Members with respect to
their rights concerning the settlement. The Court should schedule the Settlement
Hearing for approximately one hundred (100) to one hundred ten (110) calendar days
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31
after entering the Preliminary Approval Order in order for there to be sufficient time for
mailing the Notice and Proof of Claim and Release, publishing Summary Notice, making
requests for exclusion, filing Lead Plaintiff’s motion in support of final approval of the
Settlement and the Plan of Allocation and for application for attorneys’ fees and
reimbursement of expenses, filing any objections to the Settlement, filing any reply in
support of final approval, and review by the Settling Parties of any requests for
exclusion by Settlement Class Members.
VII. CONCLUSION
Counsel for the Lead Plaintiff and the Defendants have reached this Settlement
following extensive discussions and arm’s-length negotiations. At this juncture, the
Court need not answer the ultimate question: whether the Settlement is ultimately fair,
reasonable, and adequate. At this time, the Court is merely being asked to permit
Notice of the terms of the Settlement to be sent to the Settlement Class, and to
schedule a hearing to consider any views expressed by Settlement Class Members, the
fairness of the Settlement, and Lead Counsel’s request for an award of attorneys’ fees
and reimbursement of expenses. Moore, supra, §23.83[1], at 23-336.2 to 23-339. Lead
Plaintiff and Lead Counsel respectfully submit that the Settlement should be
preliminarily approved and the proposed order entered.
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For all of the above-stated reasons, Lead Plaintiff requests that the Court: (1)
preliminarily certify the Settlement Class for purposes of the Settlement; (2) preliminarily
approve the Settlement as set forth in the Stipulation; (3) approve the form and manner
of Notice to the Settlement Class; and (4) set a Settlement Hearing date for final
approval of the proposed Settlement.
Dated: October 3, 2017 Respectfully submitted,
SHAPIRO LAW OFFICES, LLC
/s/ Jonathan M. Shapiro Jonathan M. Shapiro (ct24075) 32 Washington Street Middletown, Connecticut 06457 Telephone: (860) 347-3325 Facsimile: (860) 347-3874 [email protected] THE ROSEN LAW FIRM, P.A. Jacob A. Goldberg 101 Greenwood Avenue, Suite 440 Jenkintown, PA 19046 Telephone: (215) 600-2817 Facsimile: (212) 202-3827 Email: [email protected] FINKELSTEIN & KRINSK LLP /s/ Jeffrey Krinsk Jeffrey Krinsk (pro hac vice) David J. Harris, Jr. 550 West “C” Street, Suite 1760 San Diego, CA 92101 Telephone: (619) 238-1333 Facsimile: (619) 238-5425 Email: [email protected] Attorneys for Lead Plaintiff
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CERTIFICATE OF SERVICE
I hereby certify that on the 3rd day of October, 2017, a true and correct copy of
the foregoing Memorandum of Law in Support of Unopposed Motion for Preliminary
Approval of Class Action Settlement was served by CM/ECF to the parties registered to
the Court’s CM/ECF system.
/s/ Jonathan M. Shapiro
Case 3:17-cv-00146-VLB Document 59 Filed 10/03/17 Page 33 of 33
UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT
IN RE TANGOE, INC., SECURITIES LITIGATION
) ) ) ) ) ) ) ) ) ) ) )
Civil Action No. 3:17-cv-00146-VLB
DECLARATION OF JACOB A. GOLDBERG IN SUPPORT OF LEAD PLAINTIFF’S UNOPPOSED MOTION FOR
PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT
Case 3:17-cv-00146-VLB Document 59-1 Filed 10/03/17 Page 1 of 3
2
I, Jacob A. Goldberg, hereby declare as follows:
1. I am a Partner of The Rosen Law Firm, P.A., Court-appointed Co-Lead
Counsel for Lead Plaintiff and the putative Class in this action. I respectfully submit this
declaration in support of Lead Plaintiff’s Unopposed Motion for Preliminary Approval of
Class Action Settlement.
2. Annexed hereto are true and correct copies of the following documents:
Exhibit 1: Stipulation and Agreement of Settlement, dated October 2, 2017 (the “Stipulation”)
Exhibit A to the Stipulation: [Proposed] Order Preliminarily
Approving Settlement
Exhibit A-1: Postcard Notice Exhibit A-2: Notice of Proposed Settlement of Class Action, Motion for Attorneys’ Fees and Expenses, and Settlement Fairness Hearing (“Notice”)
Exhibit A-3: Proof of Claim and Release (“Proof of Claim”) Exhibit A-4: Summary Notice of Pendency of Class Action,
Certification of Settlement Class, and Proposed Settlement; Settlement Fairness Hearing; and Motion for an Award of Attorneys’ Fees and Reimbursement of Litigation Expenses (“Summary Notice”)
Exhibit B to the Stipulation: [Proposed] Final Judgment and Order
of Dismissal with Prejudice (“Judgment”)
Exhibit 2: Firm Resume of Finkelstein & Krinsk LLP Exhibit 3: Firm Resume of the Rosen Law Firm, P.A.
Case 3:17-cv-00146-VLB Document 59-1 Filed 10/03/17 Page 2 of 3
3
I declare under penalty of perjury under the laws of the United States that the
foregoing is true and correct. Executed this 3rd day October, 2017 in Jenkintown,
Pennsylvania.
/s/ Jacob A. Goldberg Jacob A. Goldberg
Case 3:17-cv-00146-VLB Document 59-1 Filed 10/03/17 Page 3 of 3
UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT
IN RE TANGOE, INC., SECURITIES LITIGATION
) ) ) ) ) ) ) ) ) ) ) )
Civil Action No. 3:17-cv-00146-VLB
STIPULATION AND AGREEMENT OF SETTLEMENT
This Stipulation and Agreement of Settlement (together with all Exhibits thereto, the
“Stipulation”), dated as of October 2, 2017, which is entered into by and among (i) the Lead
Plaintiff James Alpha Multi Strategy Alternative Income Portfolio (“Lead Plaintiff”), on behalf of
itself and on behalf of the Settlement Class (as defined herein), and (ii) the Defendants Tangoe,
Inc., Albert R. Subbloie, Jr., and Gary R. Martino (collectively, the “Defendants” and with Lead
Plaintiff the “Parties”), by and through their undersigned attorneys, states all of the terms of the
settlement and resolution of this matter by the Settling Parties (as defined herein) and is intended
by the Settling Parties to fully and finally release, resolve, remise, and discharge the Released
Claims (as defined herein) against the Released Parties (as defined herein), subject to the approval
of the United States District Court for the District of Connecticut (the “Court”).
Throughout this Stipulation, all terms used with initial capitalization, but not immediately
defined, shall have the meanings ascribed to them in Section 1 below.
Case 3:17-cv-00146-VLB Document 59-2 Filed 10/03/17 Page 1 of 34
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WHEREAS:
A. The Action
This litigation was commenced in the United States District Court for the District of New
Jersey on May 24, 2016, alleging violations of the Securities Exchange Act of 1934 as against
Tangoe, Inc. (“Tangoe” or the “Company”), Albert R. Subbloie, Jr., and Gary R. Martino.
On January 11, 2017, the New Jersey District Court appointed James Alpha Multi Strategy
Alternative Income Portfolio as Lead Plaintiff and the Rosen Law firm, P.A. and Finkelstein &
Krinsk LLP as Co-Lead Counsel, pursuant to the Private Securities Litigation Reform Act, as
amended.
On January 26, 2017, by agreement of the Parties, the United States District Court for the
District of New Jersey transferred the Action (as defined herein) to the United States District Court
for the District of Connecticut.
B. The Settlement
On July 27, 2017, the Parties participated in a mediation proceeding facilitated by Jed
Melnick, Esq. of JAMS, leading to this Stipulation. This Stipulation memorializes the agreement
between the parties to fully and finally settle the Action and to fully release all Released Claims
against the Released Parties with prejudice in return for specified consideration.
C. The Defendants’ Denial Of Wrongdoing And Liability
Defendants deny and have not admitted any allegation of wrongdoing, fault, liability, or
damage whatsoever. Defendants have agreed to enter into this Stipulation to avoid the
uncertainties, burden, and expense of further litigation and to put the Released Claims to rest,
finally and forever. Nothing in this Stipulation shall be construed as an admission by Defendants
of any wrongdoing, fault, liability, or damages whatsoever.
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D. Claims of Plaintiffs And Benefits of Settlement
Lead Plaintiff believes that the claims asserted in the Action have merit. Lead Plaintiff,
however, recognizes and acknowledges the expense and length of continued proceedings
necessary to prosecute the Action against Defendants through trial and appeals. Lead Plaintiff has
also taken into account the uncertain outcome and the risk of any litigation. In particular, Lead
Plaintiff has considered the inherent problems of proof and possible defenses to the federal
securities law violations asserted in the Action, including the defenses that have been or could be
asserted by Defendants during the litigation, motion for summary judgment, motion for class
certification, and trial. Lead Plaintiff has therefore determined that the Settlement set forth in this
Stipulation is fair, adequate, reasonable, and in the best interests of the Settlement Class.
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among
the Lead Plaintiff (on behalf of itself and each of the Settlement Class Members) and Defendants
(by and through their respective undersigned counsel) that, subject to the approval of the Court, in
consideration of the benefits flowing to the Settling Parties from the Settlement set forth herein,
the Action and the Released Claims as against the Released Parties shall be finally and fully
compromised, settled, and released, the Action shall be dismissed with prejudice, and the Released
Claims shall be finally and fully released as against the Released Parties, upon and subject to the
terms and conditions of this Stipulation, as follows:
1. Definitions
In addition to the terms defined above, the following capitalized terms, used in this
Stipulation, shall have the meanings specified below:
1.1. “Action” means the putative class action captioned In re Tangoe, Inc.
Securities Litigation, Civil Action No. 3:17-cv-00146-VLB (D. Conn.).
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1.2. “Administrative Costs” means all costs and expenses associated with
providing notice of the Settlement to the Settlement Class and otherwise administering or carrying
out the terms of the Settlement. Such costs may include, without limitation: escrow agent costs,
the costs of publishing the Summary Notice, the costs of printing and mailing the Notice and Proof
of Claim, as directed by the Court, and the costs of allocating and distributing the Net Settlement
Fund to the Authorized Claimants. Such costs do not include legal fees.
1.3. “Authorized Claimant” means any Settlement Class Member who is a
Claimant and whose claim for recovery has been allowed pursuant to the terms of this Stipulation,
the exhibits hereto, and any order of the Court.
1.4. “Business Day” means any day except Saturday or Sunday or any other
day on which national banks are authorized by law or executive order to close in the State of New
York.
1.5. “Claimant” means any Settlement Class Member who files a Proof of
Claim in such form and manner, and within such time, as the Court shall permit.
1.6. “Claims” means any and all manner of claims, debts, demands,
controversies, obligations, losses, costs, interest, penalties, fees, expenses, rights, duties,
judgments, sums of money, suits, contracts, agreements, promises, damages, causes of action and
liabilities, of every nature and description in law or equity (including, but not limited to, any claims
for damages, whether compensatory, special, incidental, consequential, punitive, exemplary or
otherwise, injunctive relief, declaratory relief, recession or recessionary damages, interest,
attorneys’ fees, expert or consulting fees, costs, or expenses), accrued or unaccrued, known or
unknown, arising under federal, state, common, administrative, or foreign law, or any other law,
rule, or regulation.
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1.7. “Claims Administrator” means Strategic Claims Services which shall
administer the Settlement.
1.8. “Common Stock” means the shares of common stock of Tangoe, Inc.
1.9. “Defendants” means Tangoe, Albert R. Subbloie, Jr., and Gary R.
Martino.
1.10. “Escrow Account” means an interest-bearing escrow account
established by the Escrow Co-Agents at the Huntington National Bank. The Escrow Account shall
be managed by the Escrow Co-Agents, subject to the Court’s supervisory authority, for the benefit
of Lead Plaintiff and the Settlement Class in accordance with the terms of the Stipulation and any
order of the Court, provided, that no amount shall be withdrawn from the Escrow Account prior
to the Effective Date absent written approval of Tangoe or its counsel, or an order of the Court
after notice to Tangoe.
1.11. The “Escrow Co-Agents” are The Rosen Law Firm, P.A. and
Finkelstein & Krinsk LLP. The Escrow Co-Agents shall perform the duties as set forth in this
Stipulation and any order of the Court.
1.12. “Effective Date” shall have the meaning set forth in ¶ 10.3 of this
Stipulation.
1.13. “Final” when referring to the Final Judgment means exhaustion of all
possible appeals, meaning (i) if no appeal or request for review is filed, the day after the date of
expiration of any time for appeal or review of the Final Judgment, and (ii) if an appeal or request
for review is filed, the day after the date the appeal or request for review is dismissed, or the Final
Judgment is upheld on appeal or review in all material respects, and is not subject to further review
on appeal or by certiorari or otherwise; provided, however, that no order of the Court or
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modification or reversal on appeal or any other order relating solely to the amount, payment, or
allocation of attorneys’ fees and expenses or to the Plan of Allocation shall constitute grounds for
cancellation or termination of this Settlement or affect its terms, including the release in ¶ 6.1, or
shall affect or delay the date on which the Final Judgment becomes Final.
1.14. “Final Judgment” means the order and judgment to be entered by the
Court finally approving the Settlement and dismissing the Action, materially in the form attached
hereto as Exhibit B.
1.15. “Insurer” means the primary insurer under director and officer liability
policies issued to Tangoe for the period July 27, 2015 to July 27, 2016, including specifically
American International Group, Inc. (Policy No. 01-582-98-88).
1.16. “Lead Plaintiff” means James Alpha Multi Strategy Alternative
Income Portfolio.
1.17. “Lead Counsel” means The Rosen Law Firm, P.A., and Finkelstein &
Krinsk LLP.
1.18. “Notice” means the “Notice of Pendency and Proposed Settlement of
Class Action,” which is to be sent to Settlement Class Members substantially in the form attached
hereto as Exhibit A-2.
1.19. “Opt-Out” means any one of, and “Opt-Outs” means all of, any Person
or Persons who otherwise would be Settlement Class Members and have timely and validly
requested exclusion from the Settlement Class in accordance with the provisions of the Preliminary
Approval Order and the Notice given pursuant thereto, or who are otherwise permitted by the Court
to exclude themselves from the Settlement Class.
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1.20. “Person” means an individual, corporation, fund, limited liability
corporation, professional corporation, limited liability partnership, partnership, limited
partnership, association, joint stock company, estate, legal representative, trust, unincorporated
association, government or any political subdivision or agency thereof, and any business or legal
entity and their spouses, heirs, predecessors, successors, representatives, or assigns.
1.21. “Plan of Allocation” means a plan or formula for allocating the
Settlement Fund to Authorized Claimants after payment of Administrative Costs, Taxes and Tax
Expenses, and such attorneys’ fees, costs, and expenses as may be awarded by the Court. The Plan
of Allocation is not a condition to the effectiveness of this Stipulation, and the Released Parties
shall have no responsibility or liability with respect thereto.
1.22. “Postcard Notice” means the Postcard Notice of Pendency, alerting
potential Class Members to the availability of the Notice and containing instructions on how Class
Members can obtain copies of the Notice and Proof of Claim either by electronic means or by mail,
substantially in the form attached hereto as Exhibit A-1.
1.23. “Preliminary Approval Order” means the proposed order preliminarily
approving the Settlement and directing notice thereof to the Settlement Class substantially in the
form attached hereto as Exhibit A.
1.24. “Proof of Claim” means the Proof of Claim and Release Form to be
submitted by Claimants, substantially in the form attached hereto as Exhibit A-3.
1.25. “Related Parties” means, with respect to each Released Party, the
immediate family members, employees, officers, directors, attorneys, legal representatives,
accountants, insurers, reinsurers, and agents of each of them, and any person or entity which is or
was related to or affiliated with any Released Party or in which any Released Party has a
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controlling interest, and their present and former parents, subsidiaries, divisions, affiliates,
employees, officers, directors, attorneys, legal representatives, insurers, reinsurers, and agents, and
the predecessors, heirs, administrators, successors and assigns of the foregoing.
1.26. “Released Claims” means and includes any and all Claims and
Unknown Claims (as defined in ¶ 1.40) that have been or could have been asserted by or on behalf
of any of the Releasing Parties, in any capacity, which arise out of, are based upon, or relate in any
way to the purchase or acquisition of Tangoe securities during the Settlement Class Period,
including but not limited to any claims alleged in the Action and any claims related to the
allegations, transactions, facts, events, matters, occurrences, acts, disclosures, representations,
omissions, or any other matter whatsoever involved, set forth, referred to, or otherwise related,
directly or indirectly, to the allegations in the Action or the disclosures or statements made by
Tangoe or its officers or directors during the Settlement Class Period (including the adequacy and
completeness or such disclosures or statements). Notwithstanding the foregoing, “Released
Claims” does not include (1) any claim related to the Tender Offer (as defined in ¶ 1.39), including,
without limitation, any claim in the cases captioned McArthur v. Tangoe, Inc., Civ. Action No.
3:17-cv-00832-VAB or Levine v. Tangoe, Inc., Civ. Action No. 3:17-cv-00873-AWT, both
currently pending in the United States District Court for the District of Connecticut, and (2) claims
to enforce the terms of this Stipulation or orders or judgments issued by the Court in connection
with this Settlement.
1.27. “Released Parties” means Tangoe, Albert R. Subbloie, Jr., Gary R.
Martino, and each and all of their Related Parties, including all of Tangoe’s current and former
officers, directors, and employees.
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1.28. “Releasing Parties” means Lead Plaintiff, each and every Settlement
Class Member, and each of their respective parent entities, associates, affiliates, subsidiaries,
predecessors, successors, assigns, attorneys, immediate family members, heirs, representatives,
administrators, executors, devisees, legatees, and estates.
1.29. “Settlement” means the settlement contemplated by this Stipulation.
1.30. “Settlement Amount” means the sum of $2,550,000.00 (Two Million
Five Hundred and Fifty Thousand U.S. Dollars). No additional payment shall be made by the
Settling Parties in connection with the Settlement, including for Administrative Costs, Lead
Counsel’s attorneys’ fees and expenses, as allowed by the Court, Settlement Class Member
benefits, as well as any other costs, expenses, or fees of any kind whatsoever associated with the
Settlement.
1.31. “Settlement Class” means all Persons who purchased or acquired the
securities of Tangoe during the Settlement Class Period, except that excluded from the Settlement
Class are all: (i) Defendants and all officers and directors of Tangoe during the Settlement Class
Period; (ii) blood relatives and household members of any Person excluded under section (i) of
this definition; (iii) any entities affiliated with, controlled by, or more than 5% owned by, any
person excluded under sections (i) and (ii) of this definition; (iv) the legal representatives, heirs,
successors, or assigns of any person excluded under subsections (i) through (iii) of this definition;
and (v) Opt-Outs.
1.32. “Settlement Class Member” means any one of, and “Settlement Class
Members” means all of, the members of the Settlement Class.
1.33. “Settlement Class Period” means the period from May 10, 2013
through June 16, 2017, inclusive.
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1.34. “Settlement Fund” means all funds transferred to the Escrow Account
pursuant to this Stipulation and any interest or other income earned thereon.
1.35. “Settlement Hearing” means the hearing at or after which the Court
will make a final decision pursuant to Rule 23 of the Federal Rules of Civil Procedure as to whether
the Settlement contained in the Stipulation is fair, reasonable, and adequate, and therefore, should
receive final approval from the Court.
1.36. “Settling Party” means any one of, and “Settling Parties” means all of,
the parties to the Stipulation, namely Defendants Tangoe, Albert R. Subbloie, Jr., Gary R. Martino,
and Lead Plaintiff (on behalf of itself and the Settlement Class).
1.37. “Summary Notice” means the Summary Notice of Pendency and
Proposed Class Action Settlement that the Claims Administrator will cause to be published
electronically on the GlobeNewswire, for national distribution, substantially in the form attached
hereto as Exhibit A-4.
1.38. “Tangoe” means Tangoe, Inc. and its Related Parties.
1.39. “Tender Offer” means the all cash tender offer that TAMS Inc., a
wholly owned subsidiary of Asentinel LLC, commenced on or around May 12, 2017 to acquire
any and all of Tangoe’s outstanding shares of common stock at a purchase price of $6.50 per share,
in cash that expired on or around June 15, 2017.
1.40. “Unknown Claims” means all Claims of every nature and description
which Lead Plaintiff or any Settlement Class Member does not know or suspect to exist in his, her,
or its favor at the time of the release of the Released Parties which, if known by him, her, or it,
might have affected his, her, or its settlement with and release of the Released Parties, or might
have affected his, her, or its decision not to opt-out or object to this Settlement.
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2. The Settlement Consideration
2.1. In consideration of the full and final release, settlement and discharge
of all Released Claims against the Released Parties, Tangoe shall, within ten (10) Business Days
after receiving written notice that the Court has entered the Preliminary Approval Order, cause the
Settlement Amount, by wire transfer or check, to be paid to the Escrow Account, provided that the
Escrow Co-Agents have provided Tangoe’s counsel with complete wire and transfer information
and instructions and a completed Form W-9 at least three business days prior to the date of such
payment.
2.2. Under no circumstances will Defendants or any of their insurers be
required to pay, or cause payment of, more than the Settlement Amount pursuant to this Stipulation
and the Settlement for any reason whatsoever, including, without limitation, as compensation to
any Settlement Class Member, as payment of attorneys’ fees and expenses awarded by the Court,
or in payment of any fees or expenses incurred by any Settlement Class Member or Lead Counsel.
3. Handling And Disbursement Of Funds By The Escrow Co-Agents
3.1. No monies will be disbursed from the Settlement Fund until after the
Effective Date except:
(a) As provided in ¶ 3.4 below;
(b) As provided in ¶ 8.2 below;
(c) As provided in ¶ 10.9 below, if applicable; and
(d) To pay Taxes and Tax Expenses (as defined in ¶ 4.1 below) on the income
earned by the Settlement Fund. Taxes and Tax Expenses shall be paid out of the Settlement Fund
and shall be considered to be a cost of administration of the Settlement and shall be timely paid by
the Escrow Co-Agents without prior Order of the Court.
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3.2. The Escrow Co-Agents shall invest the Settlement Fund in short term
instruments backed by the full faith and credit of the United States Government or fully insured
by the United States Government or an agency thereof, and shall reinvest the proceeds of these
instruments as they mature in similar instruments at their then-current market rates. The Escrow
Co-Agents shall bear all responsibility and liability for managing the Escrow Account and cannot
assign or delegate their responsibilities without approval of the Settling Parties and the Insurer.
Defendants, their counsel, their insurers, and the other Released Parties shall have no responsibility
for, interest in, or any liability whatsoever with respect to any investment or management decisions
executed by the Escrow Co-Agents. The Settlement Fund shall bear all risks related to the
investments of the Settlement Amount in accordance with the guidelines set forth in this ¶ 3.2.
3.3. The Escrow Co-Agents shall not disburse the Settlement Fund except
as provided in this Stipulation, by an order of the Court, or with the written agreement of counsel
for Defendants.
3.4. At any time after the Court grants preliminary approval of the
Settlement, the Escrow Co-Agents may, without further approval from Defendants or the Court,
disburse at the direction of Lead Counsel up to $150,000.00 (One Hundred Fifty Thousand U.S.
Dollars) from the Settlement Fund prior to the Effective Date to pay Administrative Costs. After
the Effective Date, without further approval from the Court, the Escrow Co-Agents may disburse
additional amounts up to a total of $300,000 (Three Hundred Thousand U.S. Dollars) from the
Gross Settlement Fund to pay for any necessary, additional Administrative Costs. For any
additional Administrative Costs above $300,000, the Escrow Co-Agents shall obtain Court
approval.
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4. Taxes
4.1. The Settling Parties agree to treat the Settlement Fund as being at all
times a “qualified settlement fund” within the meaning of Treasury Regulation § 1.468B-1. In
addition, Lead Counsel or their designee shall timely make such elections as necessary or advisable
to carry out the provisions of this ¶ 4.1, including the “relation-back election” (as defined in
Treasury Regulation § 1.468B-1) back to the earliest permitted date. Such elections shall be made
in compliance with the procedures and requirements contained in such regulations. It shall be the
responsibility of Lead Counsel or their designee to timely and properly prepare and deliver the
necessary documentation for signature by all necessary parties, and thereafter to cause the
appropriate filing to occur.
(a) For purposes of § 1.468B of the Internal Revenue Code of 1986, as
amended, and Treasury Regulation § 1.468B-2(k)(3) promulgated thereunder, the “administrator”
shall be Lead Counsel or their designee. Lead Counsel or their designee shall timely and properly
file all informational and other tax returns necessary or advisable with respect to the Settlement
Fund (including without limitation the returns described in Treasury Regulation § 1.468B-2(k)).
Such returns (as well as the election described in this ¶ 4.1) shall be consistent with this ¶ 4.1 and
in all events shall reflect that all Taxes (including any estimated Taxes, interest, or penalties) on
the income earned by the Settlement Fund shall be paid out of the Settlement Fund.
(b) All Taxes (including any estimated Taxes, interest, or penalties) arising with
respect to the income earned by the Settlement Fund, including any Taxes or tax detriments that
may be imposed upon Defendants or their counsel or their insurers with respect to any income
earned by the Settlement Fund for any period during which the Settlement Fund does not qualify
as a “qualified settlement fund” for federal or state income tax purposes (“Taxes”), and all
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expenses and costs incurred in connection with the operation and implementation of this ¶ 4.1
(including, without limitation, expenses of tax attorneys and/or accountants and mailing and
distribution costs and expenses or penalties relating to filing (or failing to file) the returns described
in this ¶ 4.1) (“Tax Expenses”), shall be paid out of the Settlement Fund, as appropriate.
Defendants, their counsel, their insurers and the other Released Parties shall have no liability or
responsibility for the Taxes or the Tax Expenses. Taxes and Tax Expenses shall be treated as, and
considered to be, a cost of administration of the Settlement and shall be timely paid out of the
Settlement Fund without prior order from the Court. The Escrow Co-Agents shall be obligated
(notwithstanding anything herein to the contrary) to withhold from distribution to Authorized
Claimants any funds necessary to pay such amounts, including the establishment of adequate
reserves for any Taxes and Tax Expenses (as well as any amounts that may be withheld under
Treasury Regulation § 1.468B-2(1)(2)). Defendants, their counsel, their insurers and the other
Released Parties shall have no responsibility for, interest in, or any liability whatsoever with
respect to the foregoing provided in this ¶ 4.1. The Settling Parties agree to cooperate with each
other, and their tax attorneys and accountants, to the extent reasonably necessary to carry out the
provisions of this ¶ 4.1.
5. Preliminary Approval Order, Notice Order, And Settlement Hearing
5.1. As soon as practicable after execution of this Stipulation, Lead Counsel
shall submit this Stipulation and its exhibits to the Court and shall apply for preliminary approval
of the Settlement set forth in this Stipulation, entry of a preliminary approval order, and approval
for the mailing and dissemination of notice, substantially in the form of Exhibits A, A-1, A-2, A-
3, and A-4. The Postcard Notice (A-1) shall inform potential Class Members of the availability of
the Notice either by first class mail, postage pre-paid, or by electronic delivery. The Notice (A-2)
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shall include the general terms of the Settlement and the provisions of the Plan of Allocation, and
shall set forth the procedure by which recipients of the Notice may object to the Settlement or the
Plan of Allocation or request to be excluded from the Settlement Class. The date and time of the
Settlement Hearing shall be added to the Notice before it is mailed or otherwise provided to
Settlement Class Members. Defendants shall not object to, or have any responsibility for, Lead
Counsel’s proposed Plan of Allocation.
5.2. At the time of the submission described in ¶ 5.1 hereof, the Settling
Parties, through their counsel, shall jointly request that, after the Notice is provided, the Court hold
the Settlement Hearing and (i) approve the Settlement as set forth herein and (ii) enter a final order
and judgment substantially in the form of Exhibit B hereto, as promptly after the Settlement
Hearing as possible.
6. Releases And Covenants Not To Sue
6.1. Upon the Effective Date, the Releasing Parties, regardless of whether
any such Releasing Party ever seeks or obtains by any means, including without limitation by
submitting a Proof of Claim, any disbursement from the Settlement Fund, shall be deemed to have,
and by operation of the Final Judgment shall have, fully, finally, and forever released, relinquished,
and discharged all Released Claims against the Released Parties and shall have covenanted not to
sue the Released Parties with respect to all such Released Claims, and shall be permanently barred
and enjoined from asserting, commencing, prosecuting, instituting, assisting, instigating, or in any
way participating in the commencement or prosecution of any action or other proceeding, in any
forum, asserting any Released Claim, in any capacity, against any of the Released Parties. Nothing
contained herein shall, however, bar the Releasing Parties from bringing any action or claim to
enforce the terms of this Stipulation or the Final Judgment.
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6.2. With respect to any and all Released Claims, the Settling Parties
stipulate and agree that, upon the Effective Date, Lead Plaintiff shall expressly waive, and each of
the Settlement Class Members shall be deemed to have waived, and by operation of the Final
Judgment shall have waived, the provisions, rights, and benefits of California Civil Code § 1542,
which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
Lead Plaintiff shall expressly waive and each of the Settlement Class Members shall be deemed to
have waived, and by operation of the Final Judgment shall have expressly waived, any and all
provisions, rights, and benefits conferred by any law of any state, territory, foreign country, or
principle of common law, which is similar, comparable, or equivalent to California Civil Code §
1542. Lead Plaintiff and/or one or more Settlement Class Members may hereafter discover facts
in addition to or different from those which he, she, or it now knows or believes to be true with
respect to the Released Claims, but Lead Plaintiff shall expressly fully, finally, and forever settle
and release, and each Settlement Class Member, upon the Effective Date, shall be deemed to have,
and by operation of the Final Judgment shall have, fully, finally, and forever settled and released,
any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-
contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon
any theory of law or equity now existing or coming into existence in the future, including, but not
limited to, conduct which is negligent, intentional, with or without malice, or a breach of fiduciary
duty, law or rule, without regard to the subsequent discovery or existence of such different or
additional facts. Lead Plaintiff acknowledges, and the Settlement Class Members shall be deemed
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by operation of the Final Judgment to have acknowledged, that the foregoing waiver was
separately bargained for and a key element of the Settlement of which this release is a part.
6.3. Upon the Effective Date, the Released Parties shall be deemed to have,
and by operation of the Final Judgment shall have, fully, finally, and forever released, relinquished,
and discharged all claims they may have against the Releasing Parties related to the Releasing
Parties’ prosecution of the Action or any other known or unknown counter-claim related thereto
and shall have covenanted not to sue the Releasing Parties with respect to any counter-claim, claim,
or sanction related to the Released Claims, and shall be permanently barred and enjoined from
asserting, commencing, prosecuting, instituting, assisting, instigating, or in any way participating
in the commencement or prosecution of any action or other proceeding, in any forum, asserting
any such claim, in any capacity, against any of the Releasing Parties. Nothing contained herein
shall, however, bar the Released Parties from bringing any action or claim to enforce the terms of
this Stipulation or the Final Judgment.
7. Administration And Calculation Of Claims, Final Awards And Supervision And Distribution Of The Settlement Fund
7.1. Under the supervision of Lead Counsel, acting on behalf of the
Settlement Class, and subject to such supervision and direction of the Court as may be necessary
or as circumstances may require, the Claims Administrator shall administer and calculate the
claims submitted by Settlement Class Members and shall oversee distribution of the Net Settlement
Fund (as defined below) to Authorized Claimants.
7.2. The Settlement Fund shall be applied as follows:
(a) To pay the Taxes and Tax Expenses described in ¶ 4.1 above;
(b) To pay Administrative Costs;
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(c) To pay Lead Counsel’s attorneys’ fees and expenses and payments
to the Lead Plaintiff for reimbursement of their time and expenses (the “Fee and Expense Award”),
to the extent allowed by the Court; and
(d) To distribute the balance of the Settlement Fund, that is, the
Settlement Fund less the items set forth in ¶ 7.2(a), (b), and (c) hereof (the “Net Settlement Fund”),
plus all accrued interest, to the Authorized Claimants as allowed by this Stipulation, the Plan of
Allocation, or the Court.
7.3. Upon and after the Effective Date, the Net Settlement Fund shall be
distributed to Authorized Claimants in accordance with the terms of the Plan of Allocation set
forth in the Notice and any orders of the Court.
7.4. This is not a claims-made settlement, and if all conditions of the
Stipulation are satisfied and the Final Judgment becomes Final, no portion of the Settlement Fund
will be returned to Defendants or the Insurer. Defendants, their counsel, their insurers and the
other Released Parties shall have no responsibility for, involvement in, interest in, or liability
whatsoever with respect to the investment or distribution of the Net Settlement Fund, the Plan of
Allocation, the determination, administration, or calculation of claims, the payment or withholding
of Taxes or Tax Expenses, or any losses incurred in connection therewith. No Person shall have
any claims against Lead Counsel, the Claims Administrator, or any other agent designated by Lead
Counsel based on distribution determinations or claim rejections made substantially in accordance
with this Stipulation and the Settlement contained herein, the Plan of Allocation, or orders of the
Court. Lead Counsel shall have the right, but not the obligation, to waive what they deem to be
formal or technical defects in any Proofs of Claim filed, where doing so is in the interest of
achieving substantial justice.
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7.5. It is understood and agreed by the Settling Parties that any proposed
Plan of Allocation of the Net Settlement Fund including, but not limited to, any adjustments to an
Authorized Claimant’s claim set forth therein, is not a condition of this Stipulation and is to be
considered by the Court in connection with the Court’s consideration of the fairness,
reasonableness, and adequacy of the Settlement set forth in this Stipulation. Any order or
proceedings relating to the Plan of Allocation, or any appeal from any order relating thereto or
reversal or modification thereof, shall not operate to modify, terminate, or cancel this Stipulation,
or affect or delay the finality of the Final Judgment and the releases contained therein, or any other
orders entered pursuant to this Stipulation.
7.6. To assist in dissemination of notice, Tangoe will cooperate in obtaining
from the Company’s transfer records information concerning the identity of Settlement Class
Members, including any names and addresses of Settlement Class Members and nominees or
custodians that exists in such transfer records (“Settlement Class Information”). Tangoe shall
provide, or cause to be provided, to Lead Counsel or the Claims Administrator, at no cost to
Plaintiffs, within fourteen (14) calendar days after the Court signs an order preliminarily approving
the Settlement, transfer records in electronic searchable form, such as Excel, containing the
Settlement Class Information. The Parties acknowledge that any information provided to Lead
Counsel by Tangoe pursuant to this Paragraph shall be treated as confidential and will be used by
Lead Counsel solely to deliver the Postcard Notice and the Notice and/or implement the
Settlement, including the Plan of Allocation.
8. Lead Counsel’s Attorneys’ Fees And Reimbursement Of Expenses
8.1. Lead Counsel may submit an application or applications (the “Fee and
Expense Application”) for distributions from the Settlement Fund to Lead Counsel for: (i) an
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award of attorneys’ fees from the Settlement Fund; (ii) reimbursement of actual costs and
expenses, including the fees and expenses of any experts or consultants, incurred in connection
with prosecuting the Action; and (iii) payments to Lead Plaintiff for reimbursement of their time
and expenses in connection with the Action. Defendants shall take no position with respect to the
Fee and Expense Application(s).
8.2. Any attorneys’ fees and expenses awarded Lead Counsel by the Court
shall be paid to Lead Counsel from the Escrow Account fifteen (15) Business Days after award,
notwithstanding the existence of any timely filed objections thereto, or potential for appeal
therefrom, or collateral attack on the Settlement or any part thereof, subject to Lead Counsel’s
several obligation to make appropriate refunds or repayments to the settlement fund, plus interest
earned thereon, within ten (10) Business Days, if, and when, as a result of any appeal and/or further
proceedings on remand, or successful collateral attack, the fee or expense award is lowered or the
Settlement has not and cannot become final (e.g., if the settlement is not approved and one of the
parties gives notice in writing that it does not intend to negotiate alternative terms).
8.3. The procedure for, and allowance or disallowance by the Court of, the
Fee and Expense Application are not a condition of the Settlement set forth in this Stipulation and
are to be considered by the Court separately from the Court’s consideration of the fairness,
reasonableness, and adequacy of the Settlement set forth in this Stipulation. Any order of or
proceeding relating to the Fee and Expense Application, or any objection to, motion regarding, or
appeal from any order or proceeding relating thereto or reversal or modification thereof, shall not
operate to modify, terminate, or cancel this Stipulation, or affect or delay the finality of the Final
Judgment or the releases contained therein or any other orders entered pursuant to this Stipulation.
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8.4. Any award of attorneys’ fees and/or expenses to Lead Counsel or
reimbursement payments to Lead Plaintiff shall be paid solely from the Settlement Fund and shall
reduce the settlement consideration paid to the Settlement Class accordingly. No Defendant shall
have any responsibility for payment of Lead Counsel’s attorneys’ fees and expenses or other
awards to Lead Plaintiff beyond the obligation of Tangoe to fund or to cause the Insurer to fund
the Settlement Amount as set forth in ¶ 2.1 above. The Released Parties shall have no
responsibility for, and no liability whatsoever with respect to, any payments to Lead Counsel, Lead
Plaintiff, the Settlement Class and/or any other Person who receives payment from the Settlement
Fund.
9. Class Certification
9.1. In the Final Judgment, the Parties agree that the Court should certify
the Settlement Class for purposes of this Settlement only. In the event that the Final Judgment
does not become Final or the Settlement fails to become effective for any reason, all Settling
Parties reserve all their rights on all issues, including class certification. For purposes of this
settlement only, in connection with the Final Judgment, Defendants shall consent to (i) the
appointment of Lead Plaintiff as the class representative, (ii) the appointment of Lead Counsel as
class counsel, and (iii) the certification of the Settlement Class pursuant to Rules 23(a) and (b)(3)
of the Federal Rules of Civil Procedure.
10. Conditions Of Settlement, Effect of Disapproval, Cancellation Or Termination
10.1. Lead Plaintiff, on behalf of the Settlement Class, and Defendants shall
each have the right to terminate the Settlement and Stipulation by providing written notice of his
or its election to do so (“Termination Notice”) to all other Settling Parties within seven (7) business
days of:
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(i) entry of a Court order declining to enter the Preliminary Approval Order in
any material respect;
(ii) entry of a Court order refusing to approve this Stipulation in any material
respect;
(iii) entry of a Court order declining to enter the Final Judgment in any material
respect;
(iv) entry of a Court order refusing to dismiss the Action with prejudice;
(v) entry of an order by which the Final Judgment is modified or reversed in
any material respect by any appeal or review;
(vi) failure on the part of any Settling Party to abide, in material respect, with
the terms of this Stipulation. In the absence of any of the events enumerated in the preceding
sentence, ¶ 10.2, ¶ 10.5 or ¶ 10.6, no Party shall have the right to terminate the Stipulation for any
reason.
10.2. If the Settlement Amount is not paid into the Escrow Account in
accordance with ¶ 2.1 of this Stipulation, then Lead Plaintiff, on behalf of the Settlement Class,
and not Defendants, shall have the right to (a) terminate the Settlement and Stipulation by
providing written notice to Defendants at any time prior to the Court’s entry of the Final Judgment;
or (b) enforce the terms of the Settlement and this Stipulation and seek a judgment effecting the
terms herein.
10.3. The Effective Date of this Stipulation (“Effective Date”) shall not
occur unless and until each of the following events occurs, and it shall be the date upon which the
last in time of the following events occurs:
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(a) Defendants have not exercised their option to terminate the
Settlement pursuant to ¶ 10.5;
(b) The Court has entered the Preliminary Approval Order attached
hereto as Exhibit A or an order containing materially the same terms;
(c) The sum of $2,550,000.00 (Two Million Five Hundred and Fifty
Thousand U.S. Dollars) has been paid into the Escrow Account, as set forth in ¶ 2.1;
(d) The Court has approved the Settlement, following notice to the
Settlement Class and the Settlement Hearing, and has entered the Final Judgment;
(e) The Final Judgment has become Final as defined in ¶ 1.13; and
(f) The Action has been dismissed with prejudice.
10.4. Upon the occurrence of the Effective Date, any and all interest or right
of Defendants or the Insurer in or to the Settlement Fund, shall be absolutely and forever
extinguished, except as set forth in this Stipulation.
10.5. If one or more Opt-Outs who in the aggregate purchased Common
Stock during the Settlement Class Period in an amount greater than the amount specified in a
separate Supplemental Agreement between the parties (the “Supplemental Agreement”), then
Defendants shall have, in their sole and absolute discretion, the option to terminate this Stipulation
and Settlement in strict accordance with the requirements and procedures set forth in the
Supplemental Agreement (hereinafter the “Supplemental Termination Option”). The
Supplemental Agreement shall be disclosed to the Court but, unless otherwise ordered by the
Court, shall not be filed with the Court unless and until a dispute among the Settling Parties
concerning its interpretation or application arises.
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10.6. If some or all of the conditions specified in ¶ 10.3 above are not met,
or in the event that this Stipulation is not approved by the Court, or the Settlement set forth in this
Stipulation is terminated or fails to become effective in accordance with its terms, then this
Stipulation shall be canceled and terminated, unless all of the Settling Parties agree in writing to
proceed with this Stipulation, except that Defendants shall not have the right to terminate the
Stipulation if the Settlement Amount is not paid pursuant to ¶ 2.1. None of the Settling Parties, or
any of them, shall have any obligation whatsoever to proceed under any terms other than those
provided for and agreed herein. If any Settling Party engages in a material breach of the terms
hereof, any other Settling Party, provided that it is in substantial compliance with the terms of this
Stipulation, may terminate this Stipulation on notice to all the Settling Parties.
10.7. In the event the Stipulation shall terminate, or be canceled, or shall not
become effective for any reason, the Settling Parties shall be restored to their respective positions
in the Action immediately prior to July 27, 2017, and they shall proceed in all respects as if the
Stipulation had not been executed and the related orders had not been entered, and in that event all
of their respective claims and defenses as to any issue in the Action shall be preserved without
prejudice.
10.8. In the event that the Stipulation is not approved by the Court or the
Settlement set forth in this Stipulation is terminated or fails to become effective in accordance with
its terms, the terms and provisions of this Stipulation, except as otherwise provided herein, shall
have no further force and effect with respect to the Settling Parties and shall not be used in the
Action or in any other proceeding for any purpose, and any judgment or order entered by the Court
in accordance with the terms of this Stipulation shall be treated as vacated, nunc pro tunc.
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10.9. In the event the Stipulation shall be terminated, or be canceled, or is
incapable of becoming effective for any reason, within seven (7) Business Days (except as
otherwise provided in the Supplemental Agreement) after the occurrence of such event, the
Settlement Fund (less taxes already paid and any Administrative Costs which have either been
disbursed or are determined to be chargeable) shall be refunded by the Escrow Co-Agents to the
Persons making a contribution to the Settlement Fund, in proportion to their contributions, plus
accrued interest attributable to that amount by check or wire transfer pursuant to written
instructions from the Insurer. At the request of the Insurer, the Escrow Co-Agents or their designee
shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction
of any fees or expenses incurred in connection with such application(s) for refund, to the Insurer
pursuant to written direction from the Insurer.
10.10. No order of the Court or modification or reversal on appeal of any order
of the Court concerning the Plan of Allocation or the Fee and Expense Application shall constitute
grounds for cancellation or termination of the Stipulation.
11. No Admission Of Liability Or Wrongdoing
11.1. The Settling Parties covenant and agree that neither this Stipulation,
nor any terms of the Settlement, nor any communication relating thereto, nor the Supplemental
Agreement, is evidence, or an admission or concession by any Settling Party or their counsel, any
Settlement Class Member, or any of the Released Parties, of any fault, liability, or wrongdoing
whatsoever, as to any facts or claims alleged or asserted in the Action, or any other actions or
proceedings, or as to the validity or merit of any of the claims or defenses alleged or asserted in
any such action or proceeding. This Stipulation is not a finding or evidence of the validity or
invalidity of any claims or defenses in the Action, any wrongdoing by any Settling Party,
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Settlement Class Member, or any of the Released Parties, or any damages or injury to any Settling
Party, Settlement Class Member, or any Released Parties. Neither this Stipulation, nor the
Supplemental Agreement, nor any of the terms and provisions of this Stipulation or the
Supplemental Agreement, nor any of the negotiations or proceedings in connection therewith, nor
any of the documents or statements referred to herein or therein, nor the Settlement, nor the fact
of the Settlement, nor the Settlement proceedings, nor any statement in connection therewith, (a)
shall (i) be argued to be, used or construed as, offered or received in evidence as, or otherwise
constitute an admission, concession, presumption, proof, evidence, or a finding of any liability,
fault, wrongdoing, injury or damages, or of any wrongful conduct, acts or omissions on the part of
any Released Party, or of any infirmity of any defense, or of any damages to the Lead Plaintiff or
any other Settlement Class Member, or (ii) otherwise be used to create or give rise to any inference
or presumption against any of the Released Parties concerning any fact or any purported liability,
fault, or wrongdoing of the Released Parties or any injury or damages to any person or entity, or
(b) shall otherwise be admissible, referred to or used in any proceeding of any nature, for any
purpose whatsoever; provided, however, that the Stipulation or the Supplemental Agreement or
the Final Judgment may be introduced in any proceeding, whether in the Court or otherwise, as
may be necessary to enforce the Settlement or Supplemental Agreement or Final Judgment, or as
otherwise required by law.
12. Miscellaneous Provisions
12.1. Except in the event of the filing of a Termination Notice pursuant to ¶¶
10.1, 10.2, 10.5 or 10.6 of this Stipulation or termination notice in accordance with the Parties’
Supplemental Agreement, the Settling Parties shall take all actions necessary to consummate this
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agreement; and agree to cooperate with each other to the extent reasonably necessary to effectuate
and implement all terms and conditions of the Stipulation.
12.2. The Settling Parties and their counsel represent that they will not
encourage or otherwise influence (or seek to influence) in any way whatsoever any Settlement
Class Members to request exclusion from, or object to, the Settlement.
12.3. Each of the attorneys executing this Stipulation, any of its exhibits, or
any related settlement documents on behalf of any Settling Party hereto hereby warrants and
represents that he or she has been duly empowered and authorized to do so by the Settling Party
he or she represents.
12.4. Lead Plaintiff and Lead Counsel represent and warrant that the Lead
Plaintiff is a Settlement Class Member and none of Lead Plaintiff’s claims or causes of action
against one or more Defendants in the Action, or referred to in this Stipulation, or that could have
been alleged against one or more Defendants in the Action have been assigned, encumbered, or in
any manner transferred in whole or in part.
12.5. This Stipulation, together with the Supplemental Agreement,
constitutes the entire agreement between the Settling Parties related to the Settlement and
supersedes any prior agreements. No representations, warranties, promises, inducements, or other
statements have been made to or relied upon by any Settling Party concerning this Stipulation,
other than the representations, warranties, and covenants expressly set forth herein and in the
Supplemental Agreement. Lead Plaintiff, on behalf of itself and the Settlement Class,
acknowledge and agree that any and all other representations and warranties of any kind or nature,
express or implied, are specifically disclaimed and were not relied upon in connection with this
Stipulation. In entering this Stipulation, the Settling Parties relied solely upon their own
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knowledge and investigation. Except as otherwise provided herein, each Settling Party shall bear
its own costs.
12.6. This Stipulation may not be modified or amended, nor may any of its
provisions be waived, except by a writing signed by all Settling Parties or their counsel or their
respective successors in interest.
12.7. This Stipulation shall be binding upon, and shall inure to the benefit of,
the Settling Parties and their respective agents, successors, executors, heirs, and assigns.
12.8. The Released Parties who do not appear on the signature lines below
are acknowledged and agreed to be third party beneficiaries of this Stipulation and Settlement.
12.9. The headings herein are used for the purpose of convenience only and
are not meant to have legal effect.
12.10. This Stipulation may be executed in any number of counterparts by any
of the signatories hereto and the transmission of an original signature page electronically
(including by facsimile or portable document format) shall constitute valid execution of the
Stipulation as if all signatories hereto had executed the same document. Copies of this Stipulation
executed in counterpart shall constitute one agreement.
12.11. This Stipulation, the Settlement, the Supplemental Agreement, and any
and all disputes arising out of or relating in any way to this Stipulation, whether in contract, tort,
or otherwise, shall be governed by and construed in accordance with the laws of the State of
Connecticut without regard to conflict of laws principles.
12.12. The Court shall retain jurisdiction with respect to the implementation
and enforcement of the terms of this Stipulation, and all parties hereto submit to the jurisdiction of
the Court for purposes of implementing and enforcing the Settlement embodied in this Stipulation.
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12.13. The Stipulation shall not be construed more strictly against one Party than
another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel
for one of the Settling Parties, it being recognized that it is the result of arm’s-length negotiations
between the Settling Parties, and all Settling Parties have contributed substantially and materially
to the preparation of this Stipulation.
12.14. Lead Plaintiff, Lead Counsel, and the attorneys, staff, experts, and
consultants assisting them in this Action agree that (a) they will not intentionally assist or cooperate
with any person or entity in the pursuit of legal action related to the Released Claims against the
Released Parties, (b) they will not intentionally assist or cooperate with any person or entity
seeking to publicly disparage or economically harm the Released Parties with respect to any matter
relating to the subject matter this Action, and (c) they will not discuss any confidential matters
related to this Action or the Settlement with anyone.
12.15. All agreements by, between, or among the Settling Parties, their
counsel, and their other advisors as to the confidentiality of information exchanged between or
among them shall remain in full force and effect, and shall survive the execution and any
termination of this Stipulation and the final consummation of the Settlement, if finally
consummated, without regard to any of the conditions of the Settlement.
12.16. The Settling Parties shall not assert or pursue any action, claim or rights
that any party violated any provision of Rule 11 of the Federal Rules of Civil Procedure and/or the
Private Securities Litigation Reform Act of 1995 in connection with the Action, the Settlement,
the Stipulation, or the Supplemental Agreement. The Settling Parties agree that the Action was
resolved in good faith following arm’s-length bargaining, in full compliance with applicable
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requirements of good faith litigation under the Securities Exchange Act of 1934, Rule 11 of the
Federal Rules of Civil Procedure and/or the Private Securities Litigation Reform Act of 1995.
12.17. Any failure by any of the Settling Parties to insist upon the strict
performance by any other Settling Party of any of the provisions of the Stipulation shall not be
deemed a waiver of any of the provisions hereof, and such Settling Party, notwithstanding such
failure, shall have the right thereafter to insist upon the strict performance of any and all of the
provisions of this Stipulation to be performed by the other Settling Parties to this Stipulation.
12.18. The waiver, express or implied, by any Settling Party of any breach or
default by any other Settling Party in the performance of such Settling Party of its obligations
under the Stipulation shall not be deemed or construed to be a waiver of any other breach, whether
prior, subsequent, or contemporaneous, under this Stipulation.
12.19. The Settling Parties reserve the right, subject to the Court’s approval,
to make any reasonable extensions of time that might be necessary to carry out any of the
provisions of this Stipulation.
Case 3:17-cv-00146-VLB Document 59-2 Filed 10/03/17 Page 30 of 34
IN WITNESS WHEREOF, the Settling Part,ies have executed this Stipulation by their
undersigned counsel effective as of the date set fbrth:below ,..
Dated: October 2,2017 . \ 0THE~ / S IRM, P.A.
sq.
f \
101 reenwood A ven , Suite 440 Jetlki\tt.o,wn, Pennsylvania 19046 Tel.: ~J5) 600-2817
FIN~.~IIN~~IfP By:~~ Jeffrey Krinsk, Esq. David Harris, Esq. 550 West "c" Street, Suite t 760 San Diego, California 92101 TeE (619) 238-1333
Co-Lead Counsellor Lead Plaintiff and the Class
-31
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Case 3:17-cv-00146-VLB Document 59-2 Filed 10/03/17 Page 34 of 34
EXHIBIT A
UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
IN RE TANGOE, INC., SECURITIES
LITIGATION
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Civil Action No. 3:17-cv-00146-VLB
[PROPOSED] ORDER GRANTING LEAD PLAINTIFF’S MOTION FOR
PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT
Case 3:17-cv-00146-VLB Document 59-3 Filed 10/03/17 Page 1 of 16
EXHIBIT A
1
WHEREAS, Lead Plaintiff James Alpha Multi Strategy Alternative Income Portfolio
(“Lead Plaintiff”), on behalf of itself and the Settlement Class, and Tangoe, Inc. (“Tangoe” or
“Company”) and Albert R. Subbloie, Jr. and Gary R. Martino, (collectively, the “Defendants”),
have entered into the Stipulation and Agreement of Settlement, dated October 2, 2017 (the
“Settlement Stipulation”), which is subject to review under Rule 23 of the Federal Rules of Civil
Procedure and which, together with the exhibits annexed thereto, sets forth the terms and
conditions for the proposed settlement and dismissal of the class action pending before the Court
entitled In re Tangoe, Inc. Securities Litigation, Case No. 3:17-cv-00146-VLB, (D. Conn.) (the
“Action”); and the Court having read and considered the Settlement Stipulation and the exhibits
thereto and submissions made relating thereto, and finding that substantial and sufficient grounds
exist for entering this Order; and the Settling Parties having consented to the entry of this Order;
NOW, THEREFORE, IT IS HEREBY ORDERED, this ____ day of __________, 2017,
that:
1. Capitalized terms used herein have the meanings defined in the Settlement
Stipulation.
2. Pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure and for
the purposes of the Settlement only, the Action is hereby preliminarily certified as a class action
on behalf of all Persons (including, without limitation, their beneficiaries) who purchased Tangoe,
Inc. securities during the period from May 10, 2013 through June 17, 2017, inclusive, and excluded
from the Settlement Class are all (i) Defendants Tangoe, Albert R. Subbloie, Jr. and Gary R.
Martino, and all current and former officers and directors of Tangoe and its subsidiaries; (ii) blood
relatives and household members of any such person excluded under (i); (iii) any entities affiliated
with, controlled by, or more than 5% owned by, any person excluded under (i) and (ii); (iv) the
Case 3:17-cv-00146-VLB Document 59-3 Filed 10/03/17 Page 2 of 16
EXHIBIT A
2
legal representatives, heirs, successors or assigns of any person excluded under (i) through (iii), in
their capacity as such; and (v) Opt-Outs (i.e., Persons who file valid and timely requests for
exclusion from the Settlement Class in accordance with this Order).
3. This Court finds, preliminarily and for purposes of this Settlement only, that the
prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure
have been satisfied in that: (a) the number of Settlement Class Members is so numerous that joinder
of all members of the Settlement Class is impracticable; (b) there are questions of law and fact
common to the Settlement Class; (c) the claims of Lead Plaintiff are typical of the claims of the
Settlement Class they seek to represent; (d) Lead Plaintiff fairly and adequately represent the
interests of the Settlement Class; (e) questions of law and fact common to the Settlement Class
predominate over any questions affecting only individual members of the Settlement Class; and
(f) a class action is superior to other available methods for the fair and efficient adjudication of the
Action.
4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, preliminarily and for
the purposes of this Settlement only, Lead Plaintiff is certified as the class representative on behalf
of the Settlement Class (“Class Representative”) and Lead Counsel, previously selected by Lead
Plaintiff and appointed by the United States District Court for the District of New Jersey, prior to
transfer, are hereby appointed as Lead Counsel for the Settlement Class (“Lead Counsel”).
5. The Court finds that (a) the Settlement Stipulation resulted from good faith, arm’s
length negotiations, and (b) the Settlement Stipulation is sufficiently fair, reasonable, and adequate
to the Settlement Class Members to warrant providing notice of the Settlement to Settlement Class
Members and holding a Settlement Hearing.
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EXHIBIT A
3
6. The Court hereby preliminarily approves the Settlement, subject to further
consideration at a hearing (the “Settlement Hearing”) pursuant to Federal Rule of Civil Procedure
23(e), which is hereby scheduled to be held before the Court on _____________ 2018 at __:___
_.m. (between one hundred (100 and one hundred ten (110) calendar days after the entry of this
Order) for the following purposes:
(a) to determine finally whether the applicable prerequisites for class action
treatment under Federal Rules of Civil Procedure 23(a) and (b) are satisfied;
(b) to determine finally whether the Settlement is fair, reasonable, and
adequate, and should be approved by the Court;
(c) to determine finally whether the Order and Final Judgment as provided
under the Settlement Stipulation should be entered, dismissing the Action on the merits and with
prejudice, and to determine whether the release by the Releasing Parties of the Released Claims
against the Released Parties, as set forth in the Settlement Stipulation, should be ordered, along
with a permanent injunction barring efforts to prosecute or attempt to prosecute any Released
Claims extinguished by the release against any of the Released Parties, as also set forth in the
Settlement Stipulation;
(d) to determine finally whether the proposed Plan of Allocation for the
distribution of the Net Settlement Fund is fair and reasonable and should be approved by the Court;
(e) to consider the application of Lead Counsel for an award of attorneys’ fees
and expenses and an award to the Class Representatives;
(f) to consider Settlement Class Members’ objections to the Settlement, if any,
whether submitted previously in writing or presented orally at the Settlement Hearing by
Settlement Class Members (or by counsel on their behalf); and
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EXHIBIT A
4
(g) to rule upon such other matters as the Court may deem appropriate.
7. The Court reserves the right to adjourn the Settlement Hearing to a later date and
to approve the Settlement with or without modification and with or without further notice of any
kind. The Court further reserves the right to enter its Order and Final Judgment approving the
Settlement and dismissing the Action, on the merits and with prejudice, regardless of whether it
has approved the Plan of Allocation or awarded attorneys’ fees and expenses.
8. The Court reserves the right to approve the Settlement with such modifications as
may be agreed upon or consented to by the Settling Parties and without further notice to the
Settlement Class where to do so would not impair Settlement Class Members’ rights in a manner
inconsistent with Rule 23 or due process of law.
9. The Court approves the form, substance and requirements of (a) the Postcard
Notice, (b) the Notice, (c) the Proof of Claim and Release Form, and (d) the Summary Notice, all
of which are exhibits to the Settlement Stipulation.
10. Lead Counsel have the authority to enter into the Settlement on behalf of the
Settlement Class and have the authority to act on behalf of the Settlement Class with respect to all
acts or consents required by or that may be given pursuant to the Settlement Stipulation or such
other acts that are reasonably necessary to consummate the Settlement.
11. Strategic Claims Services is appointed and approved as the Claims Administrator
to supervise and administer the notice procedure as well as the processing of claims.
12. Escrow Co-Agents may, at any time after entry of this Order and without further
approval from Defendants or the Court, disburse at the direction of Lead Counsel up to
$150,000.00 (One Hundred Fifty Thousand U.S. Dollars) from the Settlement Fund prior to the
Effective Date to pay Administrative Costs. After the Effective Date, additional amounts, up to a
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EXHIBIT A
5
total of $300,000.00 (Three Hundred Thousand U.S. Dollars), may be transferred from the Gross
Settlement Fund to pay for any necessary additional Administrative Costs without further order of
the Court.
13. No later than fourteen (14) calendar days after the date of this Order, Defendants
shall provide and/or cause its transfer agent to provide to Lead Counsel a list of the record owners
of Tangoe securities during the Settlement Class Period in a usable electronic format, such as an
Excel spreadsheet. This information will be kept confidential and not used for any purpose other
than to provide the notice contemplated by this Order.
14. No later than fourteen (14) days after the entry of this Order, Lead Counsel, through
the Claims Administrator, shall, (a) post the Settlement Stipulation and its exhibits, this Order, and
a copy of the Notice on the Claims Administrator’s website; (b) mail requests to nominees or
custodians who held Tangoe securities during the Settlement Class Period as record owners but
not as beneficial owners, requesting the names of all beneficial owners of Tangoe stock; (c) post
the Notice and Proof of Claim Form on the Claims Administrator’s website; and (d) publish the
Summary Notice on GlobalNewswire.
15. No later than seven (7) days after receiving the list of the record owners of Tangoe
securities during the Settlement Class Period, Lead Counsel, through the Claims Administrator,
shall mail, by first class mail, postage prepaid, the Notice and Proof of Claim to the list of record
holders of Tangoe common stock.
16. Nominees or custodians shall, within ten (10) calendar days of receipt of the Notice
and Proof of Claim and Release Form, either (i) request additional copies of the Notice and Proof
of Claim and Release Form sufficient to send the Notice and Proof of Claim and Release Form to
all beneficial owners for whom they are nominee or custodian, and within ten (10) calendar days
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EXHIBIT A
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after receipt thereof send copies to such beneficial owners; or (ii) provide the Claims Administrator
with lists of the names, last known addresses and email addresses (to the extent known) of such
beneficial owners. Nominees or custodians who elect to send the Notice and Proof of Claim and
Release Form to their beneficial owners shall send a written certification to the Claims
Administrator confirming that the mailing has been made as directed. Additional copies of the
Notice and Proof of Claim shall be made available to any nominee or custodian requesting same
for the purpose of distribution to beneficial owners. The Claims Administrator shall, if requested,
reimburse nominees or custodians out of the Settlement Fund solely for their reasonable out-of-
pocket expenses, up to $0.75 per unit, incurred in providing notice to beneficial owners, which
expenses would not have been incurred except for the sending of such notice, and subject to further
order of this Court with respect to any dispute concerning such reimbursement.
17. As soon as practical after receiving lists of beneficial owners from nominees and
custodians, the Claims Administrator shall mail the Postcard Notice to all Settlement Class
Members whom the Claims Administrator identifies by reasonable efforts. The Postcard Notice
shall contain instructions on how Settlement Class Members can obtain copies of the Notice and
the Proof of Claim, substantially in the forms annexed to the Settlement Stipulation, either
electronically or in hard copy by contacting the Claims Administrator.
18. Promptly upon receiving requests from Settlement Class Members, the Claims
Administrator shall mail, by first class mail, postage pre-paid, the Notice and Proof of Claim to
such beneficial owners who request it, or otherwise instruct Settlement Class Members how to
receive the Notice electronically and how to submit Proof of Claim and Release Forms.
19. No later than fourteen (14) calendar days before the Settlement Hearing, Lead
Counsel shall serve upon counsel for Defendants and file with the Court (a) proof of the mailing
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EXHIBIT A
7
of the Postcard Notice and details of how many persons received the Notice and Proof of Claim
and Release Form by mail and how many accessed it electronically as required by this Order, and
(b) proof of publication of the Summary Notice.
20. The forms and methods set forth herein of notifying the Settlement Class Members
of the Settlement and its terms and conditions meet the requirements of due process, Rule 23 of
the Federal Rules of Civil Procedure, and Section 21D(a)(7) of the Exchange Act, 15 U.S.C. 78u-
4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995; constitute the best
notice practicable under the circumstances; and constitute due and sufficient notice to all persons
and entities entitled thereto. No Settlement Class Member will be relieved from the terms and
conditions of the Settlement, including the releases provided for therein, based upon the contention
or proof that such Settlement Class Member failed to receive actual or adequate notice.
21. In order to be entitled to participate in recovery from the Net Settlement Fund after
the Effective Date, each Settlement Class Member shall take the following action and be subject
to the following conditions:
(a) A properly completed and executed Proof of Claim and Release Form must
be submitted to the Claims Administrator electronically or at the Post Office Box indicated in the
Postcard Notice and the Notice, postmarked no later than ______________, 20__ (no later than
fourteen (14) days prior to the Settlement Hearing). Such deadline may be further extended by
Order of the Court. Each Proof of Claim and Release Form shall be deemed to have been submitted
when legibly postmarked (if properly addressed and mailed by first class mail) provided such Proof
of Claim and Release Form is actually received before the filing of a motion for an Order of the
Court approving distribution of the Net Settlement Fund. Any Proof of Claim and Release Form
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submitted in any other manner shall be deemed to have been submitted when it was actually
received by the Claims Administrator at the address designated in the Notice.
(b) The Proof of Claim and Release Form submitted by each Settlement Class
Member must satisfy the following conditions: (i) it must be properly completed, signed and
submitted in a timely manner in accordance with the provisions of the preceding subparagraph;
(ii) it must be accompanied by adequate supporting documentation for the transactions reported
therein, in the form of broker confirmation slips, broker account statements, an authorized
statement from the broker containing the transactional information found in a broker confirmation
slip, or such other documentation as is deemed adequate by the Claims Administrator or Lead
Counsel; (iii) if the person executing the Proof of Claim and Release Form is acting in a
representative capacity, a certification of his current authority to act on behalf of the Settlement
Class Member must be provided with the Proof of Claim and Release Form; and (iv) the Proof of
Claim and Release Form must be complete and contain no material deletions or modifications of
any of the printed matter contained therein and must be signed under penalty of perjury.
(c) Once the Claims Administrator has considered a timely submitted Proof of
Claim and Release Form, it shall determine whether such claim is valid, deficient, or rejected. For
each claim determined to be either deficient or rejected, the Claims Administrator shall send a
deficiency letter or rejection letter as appropriate, describing the basis on which the claim was so
determined. Persons who timely submit a Proof of Claim and Release Form that is deficient or
otherwise rejected shall be afforded a reasonable time (at least fifteen (15) calendar days) to cure
such deficiency if it shall appear that such deficiency may be cured. If any Claimant whose claim
has been rejected in whole or in part wishes to contest such rejection, the Claimant must, within
fifteen (15) calendar days after the date of mailing of the notice of rejection, serve upon the Claims
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Administrator a notice and statement of reasons indicating the Claimant’s ground for contesting
the rejection along with any supporting documentation, and requesting a review thereof by the
Court. If an issue concerning a claim cannot be otherwise resolved, Lead Counsel shall thereafter
present the request for review to the Court.
(d) As part of the Proof of Claim and Release Form, each Settlement Class
Member shall submit to the jurisdiction of the Court with respect to the claim submitted, and shall,
upon the Effective Date, release all claims as provided in the Settlement Stipulation. No discovery
shall be allowed on the merits of the Action or the Settlement in connection with processing of the
Proof of Claim and Release Forms, nor shall any discovery from or of Defendants be allowed on
any topic.
22. All Settlement Class Members who do not submit valid and timely Proof of Claim
and Release Forms will be forever barred from receiving any payments from the Net Settlement
Fund, but will in all other respects be subject to and bound by the provisions of the Settlement
Stipulation and the Order and Final Judgment, if entered.
23. Settlement Class Members shall be bound by all determinations and judgments in
this Action, whether favorable or unfavorable, unless such Persons request exclusion from the
Settlement Class in a timely and proper manner, as hereinafter provided. A Settlement Class
Member wishing to request exclusion from the Settlement Class shall mail it, in written form, by
first class mail, postage prepaid, or otherwise deliver it, so that it is received no later than
____________, 20__ (twenty-eight (28) calendar days prior to the Settlement Hearing) (the
“Exclusion Deadline”), to the addresses listed in the Notice. In order to be valid, unless otherwise
ordered by the Court, such request for exclusion must (a) clearly indicate the name and address
and phone number and e-mail contact information (if any) of the Person seeking exclusion, and
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state that the sender specifically “requests to be excluded from the Settlement Class in In re Tangoe
Inc. Securities Litigation, Case No. 3:17-cv-00146 (D. Conn.)”, and (b) (i) state the date, number
of shares and dollar amount of each Tangoe securities purchase or acquisition during the
Settlement Class Period, and any sale transactions, and (ii) the number of shares of Tangoe
securities held by the Person as of June 16, 2017.
24. To be valid, such request for exclusion must be submitted with documentary proof
(a) of each purchase or acquisition and, if applicable, sale transaction of Tangoe securities during
the Settlement Class Period and (b) demonstrating the Person’s status as a beneficial owner of the
Tangoe securities. Any such request for exclusion must be signed and submitted by the beneficial
owner under penalty of perjury. The request for exclusion shall not be effective unless it provides
the required information, is legible, and is made within the time stated above, or the exclusion is
otherwise accepted by the Court. Lead Counsel may contact any Person filing a request for
exclusion, or their attorney if one is designated, to discuss the exclusion.
25. The Claims Administrator shall provide all requests for exclusion and supporting
documentation submitted therewith (including untimely requests) to counsel for the Settling
Parties as soon as possible and no later than three (3) days after the Exclusion Deadline or upon
the receipt thereof (if later than the Exclusion Deadline). The Settlement Class excludes any Person
who delivers a valid and timely request for exclusion.
26. Any Person that submits a request for exclusion may thereafter submit to the Claims
Administrator a written revocation of that request for exclusion, provided that it is received no
later than seven (7) Business Days before the Settlement Hearing or is accepted by the Court at
the Settlement Hearing, in which event that Person will be included in the Settlement Class.
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27. All Persons who submit a valid, timely and unrevoked request for exclusion will
be forever barred from receiving any payments from the Net Settlement Fund.
28. The Court will consider comments and/or objections to the Settlement, the Plan of
Allocation, or the Fee and Expense Application, provided, however, that no Settlement Class
Member or other Person shall be heard or entitled to contest the approval of the terms and
conditions of the proposed Settlement or, if approved, the Order and Final Judgment, or any other
order relating thereto, unless, at least twenty one (21) days prior to the Settlement Hearing, that
Person has (a) filed said objections, papers and briefs, showing due proof of service upon counsel
identified above, with the Clerk of the Court, U.S. District Court, District of Connecticut, Abraham
Ribicoff Federal Building, 450 Main Street, Hartford, CT 06103 and (b) served copies of any
objections, papers and briefs to each of the following counsel:
LEAD COUNSEL:
Jacob A. Goldberg, Esq.
THE ROSEN LAW FIRM, P.A.
101 Greenwood Avenue, Suite 440
Jenkintown, PA 19046
Jeffry Krinsk, Esq.
David J. Harris, Jr., Esq.
FINKELSTEIN & KRINSK LLP
550 West C Street, Suite 1760
San Diego, CA 92101
COUNSEL FOR DEFENDANTS:
William H. Paine, Esq.
Dan Willey, Esq.
WILMER CUTLER PICKERING HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
29. To be valid, any such objection must contain the Settlement Class Member’s (a)
name, address, and telephone number, (b) a list of all purchases and sales of Tangoe securities
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during the Settlement Class Period in order to show membership in the Settlement Class, (c) all
grounds for the objection, including any legal support known to the Settlement Class Member
and/or his, her, or its counsel, (d) the name, address, and telephone number of all counsel who
represent the Settlement Class Member, including former or current counsel who may be entitled
to compensation in connection with the objection, and (e) the number of times the Settlement Class
Member and/or his, her, or its counsel has filed an objection to a class action settlement in the last
five years, the nature of each such objection in each case, the jurisdiction in each case, and the
name of the issuer of the security or seller of the product or service at issue in each case. Attendance
at the Settlement Hearing is not necessary but Persons wishing to be heard orally in opposition to
the approval of the Settlement Stipulation, the Plan of Allocation, and/or the Fee and Expense
Application are required to indicate in their written objection (or in a separate writing that is
submitted in accordance with the deadline and after instruction pertinent to the submission of a
written objection) that they intend to appear at the Settlement Hearing and identify any witnesses
they may call to testify or exhibits they intend to introduce into evidence at the Settlement Hearing.
Settlement Class Members do not need to appear at the Settlement Hearing or take any other action
to indicate their approval.
30. Any Settlement Class Member who does not object in the manner prescribed above
shall be deemed to have waived all such objections and shall forever be foreclosed from making
any objection to the fairness, adequacy or reasonableness of the Settlement, the Order and Final
Judgment to be entered approving the Settlement, the Plan of Allocation, and/or the Fee and
Expense Application, unless otherwise ordered by the Court; shall be bound by all the terms and
provisions of the Settlement Stipulation and by all proceedings, orders and judgments in the
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Action; and shall also be foreclosed from appealing from any judgment or order entered in this
Action.
31. The Court reserves the right to adjourn the Settlement Hearing without any further
notice other than entry of an Order on the Court’s docket, and to approve the Settlement without
further notice to the Settlement Class.
32. All papers in support of the Settlement, the Plan of Allocation and/or the Fee and
Expense Application shall be filed and served no later than thirty five (35) calendar days before
the Settlement Hearing.
33. Any submissions filed in response to any objections or in further support of the
Settlement, the Plan of Allocation and/or the Fee and Expense Application shall be filed no later
than seven (7) calendar days prior to the Settlement Hearing.
34. Defendants, their counsel, their insurers and other Released Parties shall have no
responsibility for, or liability with respect to, the Plan of Allocation or any application for
attorneys’ fees or expenses or payments to the Class Representatives submitted by Lead Counsel,
and such matters will be considered separately from the fairness, reasonableness, and adequacy of
the Settlement.
35. Pending final determination of whether the Settlement should be approved, all
Releasing Parties shall be enjoined from commencing, prosecuting, or attempting to prosecute any
Released Claims against any Released Party in any court or tribunal or proceeding. Unless and
until the Settlement Stipulation is cancelled and terminated pursuant to the Settlement Stipulation,
all proceedings in the Action, other than such proceedings as may be necessary to carry out the
terms and conditions of the Settlement Stipulation, are hereby stayed and suspended until further
order of the Court.
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36. All funds held by the Escrow Co-Agents shall be deemed and considered to be in
the custody of the Court, and shall remain subject to the jurisdiction of the Court, until such time
as such funds shall be distributed or returned pursuant to the Settlement Stipulation and Plan of
Allocation and/or further order(s) of the Court.
37. Neither the Settlement Stipulation, nor any of its terms or provision, nor any of the
negotiations or proceedings connected with it, shall be construed as an admission or concession
by Defendants, their counsel, their insurers or any of the other Released Parties of the truth of any
of the allegations in the Action, or of any liability, fault, or wrongdoing of any kind and shall not
be construed as, or deemed to be evidence of or an admission or concession that Class
Representatives or any Settlement Class Members have suffered any damages, harm, or loss.
Further, neither the Settlement Stipulation, nor any of its terms or provisions, nor any of the
negotiations or proceedings connected with it, nor this Order shall be construed as an admission
or concession by the Class Representatives of the validity of any factual or legal defense or of the
infirmity of any of the claims or facts alleged in this Action.
38. In the event the Settlement is not consummated in accordance with the terms of the
Settlement Stipulation, then the Settlement Stipulation and this Order (including any
amendment(s) thereof, and except as expressly provided in the Settlement Stipulation or by order
of the Court) shall be null and void, of no further force or effect, and without prejudice to any
Settling Party, and may not be introduced as evidence or used in any action or proceeding by any
Person against the Settling Parties or the Released Parties, and each Settling Party shall be restored
to his, her or its respective litigation positions as they existed prior to July 27, 2017, pursuant to
the terms of the Settlement Stipulation.
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39. The Court retains exclusive jurisdiction over the Action to consider all further
matters arising out of, or relating to, the Settlement Stipulation, including by way of illustration
and not limitation, any dispute concerning any Proof of Claim and Release Form submitted and
any future requests by one or more of the Parties that the Order and Final Judgment, the releases
and/or the permanent injunction set forth in the Settlement Stipulation be enforced.
Dated: ___________, 2017 ______________________________
HON. VANESSA L. BRYANT
UNITED STATES DISTRICT JUDGE
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EXHIBIT A-1
Court-Ordered Legal Notice
Forwarding Service Requested
Important Notice about a Securities
Class Action Settlement
You may be entitled to a payment. This Notice may affect your legal rights.
Please read it carefully.
In re Tangoe, Inc. Securities Litigation c/o Strategic Claims Services 600 N. Jackson Street, Suite 3 Media, PA 19063
In re Tangoe, Inc. Securities Litigation, Case Number 3:17-cv-00146 (D. Conn.)
THIS CARD ONLY PROVIDES LIMITED INFORMATION ABOUT THE SETTLEMENT.
PLEASE VISIT WWW.STRATEGICCLAIMS.NET OR CALL 1-866-274-4004 FOR MORE INFORMATION.
There has been a proposed Settlement of all claims against Tangoe, Inc. (“Tangoe”), Albert R. Subbloie, Jr., and Gary R. Martino
(“Defendants”). The Settlement resolves a lawsuit in which Plaintiff alleges that, in violation of the federal securities laws, Defendants
misled investors, issuing materially false financial statements and causing damages to Settlement Class Members. Defendants deny any
wrongdoing.
You received this Notice because you or someone in your family may have acquired Tangoe common stock between May 10, 2013 and
June 17, 2016, inclusive (the “Class Period”). The Settlement provides that, in exchange for the settlement and dismissal and release of
Defendants, a fund consisting of $2,550,000 in cash, less attorneys’ fees and expenses, will be divided among all Class Members who
submit a valid Proof of Claim. For a full description of the Settlement, your rights, and to make a claim, please view the Stipulation and
Agreement of Settlement at www.strategicclaims.net and please request a copy of the NOTICE and PROOF OF CLAIM AND RELEASE
FORM by contacting the Claims Administrator in any of the following ways: (1) mail: Tangoe, Inc. Securities Litigation, c/o Strategic
Claims Services, 600 N. Jackson St., Ste. 3, P.O. Box 230, Media, PA 19063; (2) call: toll free, (866)274-4004; (3) Fax: (610)565-7985;
(4) email: [email protected]; or (5) visit the website: www.strategicclaims.net.
To qualify for payment, you must submit a Proof of Claim. A copy of the Proof of Claim can be found on the website. PROOFS OF
CLAIM ARE DUE BY _____________, 201__ TO TANGOE, INC. LITIGATION, C/O STRATEGIC CLAIMS SERVICES, P.O. BOX
230, 600 N. JACKSON STREET, SUITE 3, MEDIA, PA 19063. If you do not want to be legally bound by the Settlement, you must
exclude yourself by ____ __, 2017, or you will not be able to sue the Defendants about the legal claims in this case. If you exclude yourself,
you cannot get money from this Settlement. If you stay in the Settlement, you may object to it by _____ __, 2017. The Notice explains
how to exclude yourself or to object.
The Court will hold a hearing in this case on ___, 2017 at __:__ a.m. to consider whether to approve the Settlement, the Plan of Allocation,
and a request by the lawyers for representing all Class Members for up to 33% in attorneys’ fees, plus actual expenses, for litigating the
case and negotiating the Settlement. You may attend the hearing and ask to be heard by the Court, but you don’t have to. For more
information, call toll-free 1-866-274-4004, or visit the website, www.strategicclaims.net.
Case 3:17-cv-00146-VLB Document 59-4 Filed 10/03/17 Page 1 of 1
EXHIBIT A-2
1
UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
IN RE TANGOE, INC., SECURITIES
LITIGATION
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Civil Action No. 3:17-cv-00146-VLB
NOTICE OF PENDENCY AND
PROPOSED SETTLEMENT OF CLASS ACTION
If you purchased securities of Tangoe, Inc. (“Tangoe” or the “Company”) during the period from
May 10, 2013 and June 16, 2017, both dates inclusive (the “Settlement Class Period”), you could
get a payment from a proposed class action settlement (the “Settlement”).
Under law, a federal court has authorized this Notice. This is not attorney advertising.
If approved by the Court, the Settlement will provide two million five hundred fifty
thousand dollars ($2,550,000) (the “Settlement Amount”) gross, plus interest as it accrues,
minus attorneys’ fees, costs, administrative expenses, and net of any taxes on interest, to
pay claims of investors who purchased Tangoe securities during the Settlement Class
Period.
The Settlement represents an estimated average recovery of $0.11 per damaged share of
Tangoe for the approximately 22.5 million average shares damaged during the Settlement
Class Period. A share may have been traded more than once during the Settlement Class
Period. This estimate solely reflects the average recovery per outstanding share of Tangoe
securities. The indicated average recovery per share will be the total average recovery for
all purchasers of that share. This is not an estimate of the actual recovery per share you
should expect. Your actual recovery will depend on the aggregate losses of all Settlement
Class Members, the date(s) you purchased and sold Tangoe securities, and the total number
of claims filed.
Attorneys for Lead Plaintiff (“Co-Lead Counsel”) intend to ask the Court to award them
fees of up to one-third of the Settlement Amount or eight hundred fifty thousand dollars
($850,000), reimbursement of litigation expenses of no more than $125,000 and an award
to the Lead Plaintiff not to exceed $10,000. Collectively, the attorneys’ fees and expenses
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EXHIBIT A-2
2
and award to Lead Plaintiffs are estimated to average $0.04 per damaged share of Tangoe.
If approved by the Court, these amounts will be paid from the Settlement Amount.
The approximate recovery, after deduction of attorneys’ fees and expenses approved by the
Court, is an average of $0.07 per damaged share of Tangoe securities. This estimate is
based on the assumptions set forth in the preceding paragraph. Your actual recovery, if
any, will depend on the aggregate losses of all Settlement Class Members, the date(s) you
purchased and sold Tangoe securities, the purchase and sales prices, and the total number
and amount of claims filed.
The Settlement resolves the Action concerning whether Tangoe and individual defendant
Albert R. Subbloie, Jr. and Gary R. Martino (“Defendants”) violated the federal securities
laws by making misrepresentations and/or omissions of material fact in various filings with
the U.S. Securities and Exchange Commission and in other public statements to the
investing public concerning materially false financial statements Defendants disclosed to
the public and included in filings with the Securities and Exchange Commission.
Defendants have denied and continue to deny, any and all allegations of wrong doing, fault,
liability, or damage whatsoever asserted in the Action.
Your legal rights will be affected whether you act or do not act. If you do not act, you may
permanently forfeit your right to recover on this claim. Therefore, you should read this
Notice carefully.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
SUBMIT A CLAIM FORM
NO LATER THAN
________ __, 2017
The only way to get a payment.
EXCLUDE YOURSELF
NO LATER THAN
_______ __, 2017
Get no payment. This is the only option that allows
you to ever be part of any other lawsuit against
Defendants about the legal claims in this case.
OBJECT NO LATER THAN
_______ __, 2017
Write to the Court about why you object to the
Settlement.
GO TO A HEARING ON
_______ __, 2017
Ask to speak in Court about the fairness of the
Settlement and the award of attorneys’ fees and
expenses.
DO NOTHING Get no payment. Give up rights.
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EXHIBIT A-2
3
INQUIRIES
Please do not contact the Court regarding this Notice. All inquiries concerning this Notice, the
Proof of Claim and Release Form, or any other questions by Settlement Class Members should be
directed to:
Tangoe, Inc. Securities Litigation
c/o Strategic Claims Services
P.O. Box 230
600 N. Jackson St., Ste. 3
Media, PA 19063
Tel.: 866-274-4004
Fax: 610-565-7985
or Jacob A. Goldberg, Esq.
THE ROSEN LAW FIRM, P.A.
101 Greenwood Avenue, Suite 440
Jenkintown, PA 19046
Tel.: 215-600-2817
Fax: 212-202-3827
Jeffrey Krinsk, Esq.
David J. Harris, Jr., Esq.
FINKELSTEIN & KRINSK LLP
550 West C Street, Suite 1760
San Diego, CA 92101
Tel.: (619) 238-1333
DEFINITIONS
All capitalized terms not otherwise defined herein shall have the same meanings as set
forth in the Stipulation of Settlement, dated October 2, 2017 (the “Settlement Stipulation”).
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EXHIBIT A-2
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COMMON QUESTIONS AND ANSWERS CONCERNING THE SETTLEMENT
1. Why did I get this Notice?
You or someone in your family may have acquired Tangoe securities between May 10,
2013 and June 16, 2017, both dates inclusive.
2. What is this lawsuit about?
The case was originally filed as Moleski v. Tangoe, Inc., et al., Case No. 2:16-cv-02957-
KM-JBC in the United States District Court for the District of New Jersey. On January 26,
2017, the District Court for the District of New Jersey transferred the case to the United
States District Court for the District of Connecticut. The case is now known as In re
Tangoe, Inc. Securities Litigation, Case Number 3:17-cv-00146 (D. Conn.) (the “Action”).
The Court with jurisdiction over the case is the United States District Court for the District
of Connecticut.
The Action involves whether Defendants violated the federal securities laws by disclosing
materially false financial statements that Defendants included with Tangoe’s filings with
the Securities and Exchange Commission. The Complaint (“Complaint”) asserts that the
alleged misstatements or omissions artificially inflated the price of Tangoe securities, and
that the securities prices dropped in response to certain subsequent disclosures. Defendants
have denied and continue to deny the allegations in the Complaint and all charges of
wrongdoing or liability. The Settlement shall in no event be construed as, or deemed to be
evidence of, an admission or concession by any of the Defendants with respect to any claim
or any fault or wrongdoing or damage to the Settlement Class Members or any other person.
The Settlement resolves all of the claims in the Action, as well as certain other claims or
potential claims, whether known or unknown.
3. Why is this a class action?
In a class action, one or more persons and/or entities, called plaintiffs, sue on behalf of all
persons and/or entities who have similar claims. All of these persons and/or entities are
referred to collectively as a class, and these individual persons and/or entities are known
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EXHIBIT A-2
5
as class members. One court resolves all of the issues for all class members, except for
those class members who exclude themselves from the class.
4. Why is there a Settlement?
Lead Plaintiff and Defendants do not agree regarding the merits of Lead Plaintiff’s
allegations and Defendants’ defenses with respect to liability or the average amount of
damages per share, if any, that would be recoverable if Lead Plaintiff were to prevail at
trial on each claim. The issues on which Lead Plaintiff and the Defendants disagree include:
(1) whether the challenged statements were materially false or misleading or otherwise
actionable under federal securities law; (2) whether the Defendants acted with scienter; (3)
whether the alleged disclosures were corrective disclosures; (4) the causes of the loss in
the value of the securities; and (5) the amount of alleged damages, if any, that could be
recovered at trial.
This matter has not gone to trial and the Court has not decided in favor of Lead Plaintiff or
any of the Defendants. Instead, Lead Plaintiffs and Defendants have agreed to settle the
case. Lead Plaintiff and Co-Lead Counsel believe the Settlement is best for all Settlement
Class Members because of the risks associated with continued litigation and the nature of
the defenses raised by the Defendants. Among the reasons that Lead Plaintiffs and Co-Lead
Counsel believe the Settlement is fair is the fact that there is uncertainty about whether they
will be able to prove that the alleged misstatements and omissions actually caused the
Settlement Class any damages, and the amount of damages, if any.
Even if Lead Plaintiff were to win at trial, and also prevail on any appeal, Lead Plaintiff
might not be able to collect some, or all, of any judgment they are awarded. Moreover,
while litigation of this type is usually expensive, it appears that, even if Lead Plaintiff’s
allegations are eventually found to be true, the total amount of damages to which
Settlement Class Members would be entitled could be substantially reduced.
5. How do I know if I am part of the Settlement?
The Settlement Class consists of all Persons who purchased the securities of Tangoe from
May 10, 2013 through June 16, 2017, both dates inclusive, except that excluded from the
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EXHIBIT A-2
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Settlement Class are all: (i) Defendants and all officers and directors of Tangoe during the
Settlement Class Period; (ii) blood relatives and household members of any Person
excluded under section (i) of this definition; (iii) any entities affiliated with, controlled by,
or more than 5% owned by, any person excluded under sections (i) and (ii) of this
definition; (iv) the legal representatives, heirs, successors or assigns of any person excluded
under subsections (i) through (iii) of this definition; and (v) Opt-Outs, i.e, those Persons
who timely and validly request exclusion from the Settlement Class.
6. Are there exceptions to being included?
Yes. Excluded from the Settlement Class are ((i) Defendants and all officers and directors
of Tangoe, including Released Parties and Related Parties, during the Settlement Class
Period; (ii) blood relatives and household members of any Person excluded under section
(i) of this definition; (iii) any entities affiliated with, controlled by, or more than 5% owned
by, any person excluded under sections (i) and (ii) of this definition; (iv) the legal
representatives, heirs, successors or assigns of any person excluded under subsections (i)
through (iii) of this definition; and (v) Opt-Outs, i.e., those Persons who timely and validly
request exclusion from the Settlement Class..
7. I am still not sure whether I am included.
If you are still not sure whether you are included, you can ask for free help. For more
information, you can contact the Claims Administrator, Strategic Claims Services, by
phone at (866) 274-4004 or by facsimile at (610) 565-7985, visit the website
www.strategicclaims.net, or fill out and return the Proof of Claim and Release Form
described in Question 9, to see if you qualify.
8. What does the Settlement provide?
a. What is the settlement fund?
The proposed Settlement provides payment of two million five hundred fifty thousand
dollars ($2,550,000) into a settlement fund (the “Settlement Fund”). The Settlement is
subject to Court approval. Also, subject to the Court’s approval, a portion of the Settlement
Fund will be used to pay attorneys’ fees and reasonable litigation expenses to Co-Lead
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EXHIBIT A-2
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Counsel and any award to the Lead Plaintiff. A portion of the Settlement Fund also will be
used to pay taxes due on interest earned by the settlement fund, if necessary, and the costs
of the claims administration, including the costs of printing and mailing this Notice and the
costs of publishing notice. After the foregoing deductions from the Settlement Fund have
been made, the amount remaining (the “Net Settlement Fund”) will be distributed to
Settlement Class Members who submit timely, valid claims, according to the Plan of
Allocation to be approved by the Court (“Authorized Claimants”).
b. What can you expect to receive under the proposed Settlement?
Your share of the Net Settlement Fund will or may depend on: (i) the number of claims
filed; (ii) the dates you purchased and sold Tangoe securities; (iii) the prices of your
purchases and sales; (iv) the amount of administrative costs, including the costs of notice;
and (v) the amount awarded by the Court to Co-Lead Counsel for attorneys’ fees, costs,
and expenses and to Lead Plaintiff.
The Claims Administrator will determine each Authorized Claimant’s pro rata share of
the Net Settlement Fund based upon each Authorized Claimant’s valid “Recognized Loss.”
The Recognized Loss formula is not intended to be an estimate of the amount that a
Settlement Class Member might have been able to recover after a trial; it also is not an
estimate of the amount that will be paid to Authorized Claimants pursuant to the
Settlement. The Recognized Loss formula is the basis upon which the Net Settlement Fund
will be proportionately allocated to the Settlement Class Members with valid claims.
The Net Settlement Fund will be distributed to Settlement Class Members who submit a
Proof of Claim and Release Form and whose claims for recovery are allowed by the Claims
Administrator pursuant to the terms of the Settlement Stipulation or by order of the Court
under the below Plan of Allocation, which reflects Lead Plaintiff’s contention that because
of the alleged misrepresentations made by Defendants, the price of Tangoe securities was
artificially inflated during the relevant period and that certain subsequent disclosures
caused changes in the inflated price of Tangoe securities. Defendants have denied these
allegations.
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8
c. What is the Proposed Plan of Allocation of the Net Settlement Fund Among
Class Members
The Plan of Allocation is a matter separate and apart from the proposed Settlement, and
any decision by the Court concerning the Plan of Allocation shall not affect the validity or
finality of the proposed Settlement. The Court may approve the Plan of Allocation with or
without modifications agreed to among the parties, or another plan of allocation, without
further notice to Settlement Class Members. Any orders regarding a modification of the
Plan of Allocation will be posted to the Claims Administrator’s website,
www.strategicclaims.net.
The Claims Administrator shall determine each Authorized Claimant’s pro rata share of
the Net Settlement Fund based upon each Authorized Claimant’s Recognized Loss. Please
Note: The Recognized Loss formula, set forth below, is not intended to be an estimate of
the amount of what a Settlement Class Member might have been able to recover after a
trial, nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant
to the Settlement. The Recognized Loss formula is the basis upon which the Net Settlement
Fund will be proportionately allocated to the Authorized Claimants. To the extent there
are sufficient funds remaining in the Net Settlement Fund, each Authorized Claimant will
receive an amount equal to the Authorized Claimant’s Recognized Loss. If, however, the
Net Settlement Fund is not sufficient to permit payment of the total Recognized Loss of
each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of
the Net Settlement Fund that each Authorized Claimant’s Recognized Loss bears to the
total Recognized Losses of all Authorized Claimants (i.e., “pro rata share”). Payment in
this manner shall be deemed conclusive against all Authorized Claimants. No distribution
will be made on a claim where the potential distribution amount is less than ten dollars
($10.00) in cash.
If any of the Net Settlement Fund remains by reason of uncashed checks, or otherwise,
after the Claims Administrator has made reasonable and diligent efforts to have Authorized
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9
Claimants who are entitled to participate in the distribution of the Net Settlement Fund
cash their distribution checks, then any balance remaining in the Net Settlement Fund six
(6) months after the initial distribution of such funds shall be used: (i) first, to pay any
amounts mistakenly omitted from the initial distribution to Authorized Claimants or to pay
any late, but otherwise valid and fully documented claims received after the cut-off date
used to make the initial distribution, provided that such distributions to any late post-
distribution claimants meet all of the other criteria for inclusion in the initial distribution,
including the $10.00 minimum check amount set forth in the Notice; (ii) second, to pay
any additional Administrative Costs incurred in administering the Settlement; and (iii)
finally, to make a second distribution to Authorized Claimants who cashed their checks
from the initial distribution and who would receive at least $10.00 from such second
distribution, after payment of the estimated costs or fees to be incurred in administering
the Net Settlement Fund and in making this second distribution, if such second distribution
is economically feasible. If six (6) months after such second distribution, if undertaken, or
if such second distribution is not undertaken, any funds shall remain in the Net Settlement
Fund after the Claims Administrator has made reasonable and diligent efforts to have
Authorized Claimants who are entitled to participate in this Settlement cash their checks,
any funds remaining in the Net Settlement Fund shall be donated to a non-profit 501(c)(3)
organization(s) selected by Co-Lead Counsel.
THE BASIS FOR CALCULATING YOUR RECOGNIZED LOSS:
Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund
based on his, her, or its Recognized Loss as compared to the total Recognized Losses of
all Authorized Claimants.
For shares of common stock purchased between May 10, 2013 and March 7, 2016,
inclusive:
A. For shares retained at the end of trading on June 16, 2017, the Recognized Loss
shall be the lesser of:
(1) $.59 per share; or
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10
(2) the difference between the purchase price per share and $6.50 per share.1
B. For shares sold between May 10, 2013 and March 7, 2016, inclusivethe
Recognized Loss shall be zero.
C. For shares sold between March 8, 2016 and June 16, 2017, inclusive, the
Recognized Loss shall be the lesser of:
(1) $.59 per share; or
(2) the difference between the purchase price per share and the sales price per
share.
For shares of common stock purchased between March 8, 2016 and June 16, 2017,
inclusive:
A. For shares retained at the end of trading on June 16, 2017, the Recognized Loss
shall be the lesser of:
(1) $.02 per share; or
(2) the difference between the purchase price per share and $6.50 per share.
B. For shares sold between March 8, 2016 and June 16, 2017, inclusive, the
Recognized Loss shall be zero.
For purposes of calculating your Recognized Loss, the date of purchase, acquisition or sale
is the “contract” or “trade” date and not the “settlement” or “payment” date. The receipt
or grant by gifts, transfers, inheritance or operation of law of Tangoe common shares shall
not be deemed a purchase, acquisition, or sale of Tangoe common shares for the calculation
of an Authorized Claimant’s Recognized Loss.
For purposes of calculating your Recognized Loss, all purchases, acquisitions, and sales
shall be matched on a First In First Out (“FIFO”) basis in chronological order. Therefore,
on the Proof of Claim and Release Form enclosed with this Notice, you must provide all
of your purchases, acquisitions, and sales of Tangoe common stock during the time period
from May 10, 2013 through June 16, 2017, inclusive.
1 The PSLRA cap of $6.50 per share is equal to the closing price on June 16, 2017, after which trading data is
unavailable.
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11
Payment pursuant to the Plan of Allocation approved by the Court shall be conclusive
against all Authorized Claimants. No person shall have any claim against Defendants,
Defendants’ Counsel, Lead Plaintiff, Co-Lead Counsel, or the Claims Administrator or
other agent designated by Co-Lead Counsel based on the distributions made substantially
in accordance with the Settlement Stipulation and the Settlement contained therein, the
Plan of Allocation, or further orders of the Court. Each claimant shall be deemed to have
submitted to the jurisdiction of the Court with respect to the claimant’s Claim Form. All
persons involved in the review, verification, calculation, tabulation, or any other aspect of
the processing of the claims submitted in connection with the Settlement, or otherwise
involved in the administration or taxation of the Settlement Fund or the Net Settlement
Fund shall be released and discharged from any and all claims arising out of such
involvement, and all Settlement Class Members, whether or not they are to receive payment
from the Net Settlement Fund, will be barred from making any further claim against the
Net Settlement Fund beyond the amount allocated to them as provided in any distribution
orders entered by the Court.
To the extent a claimant had a trading gain or “broke even” from his overall transactions
in Tangoe shares during the Settlement Class Period, the value of the Recognized Loss will
be zero and the claimant will not be entitled to a share of the Net Settlement Fund. To the
extent that a claimant suffered a trading loss on his overall transactions in Tangoe shares
during the Class Period, but that trading loss was less than the Recognized Loss calculated
above, then the Recognized Loss shall be limited to the amount of the claimant’s actual
trading loss.
The covering purchase of a short sale is not an eligible purchase. The purchase and sales
prices exclude any brokerage commissions, transfer taxes, or other fees.
All Class Members whose claims are not approved by the Court will be barred from
participating in distributions from the Net Settlement Fund, but otherwise shall be bound
by all of the terms of the Settlement, including the terms of the Order and Final Judgment
to be entered in the Action and will be barred from bringing any Released Plaintiffs’ Claims
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EXHIBIT A-2
12
against Defendants or any of Settling Defendants’ Released Parties, including Unknown
Claims (as those terms are defined in the Settlement Stipulation, which is available on the
Internet at www.strategicclaims.net, or through the mail upon request to the Claims
Administrator). The Plan of Allocation is subject to Court approval and may be modified
by the Court.
9. How can I get a payment?
To qualify for a payment, you must send in a form entitled “Proof of Claim and Release
Form.” This Proof of Claim and Release Form is attached to this Notice. You may also
obtain a Proof of Claim and Release Form on the Internet at www.strategicclaims.net. Read
the instructions carefully, fill out the form, sign it in the location indicated, and mail the
claim form together with all documentation requested in the form, postmarked no later than
________ __, 2017, to:
Tangoe, Inc. Securities Litigation
c/o Strategic Claims Services
600 N. Jackson St., Ste. 3
P.O. Box 230
Media, PA 19063
Tel.: 866-274-4004
Fax: 610-565-7985
The Claims Administrator will process your claim and determine whether you are an
Authorized Claimant.
10. What am I giving up to get a payment or stay in the Class?
Unless you exclude yourself from the Settlement Class by the ______ deadline, you will
remain a member of the Settlement Class and will be bound by the release of claims against
the Defendants and other Released Parties if the Settlement is approved. That means you
and all other Settlement Class Members and each of their respective parent entities,
associates, affiliates, subsidiaries, predecessors, successors, assigns, attorneys, immediate
family members, heirs, representatives, administrators, executors, devisees, legatees, and
estates will release (agreeing never to sue, continue to sue, or be part of any other lawsuit)
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EXHIBIT A-2
13
as against the Defendants and other Released Parties any and all claims which arise out of,
are based upon or relate in any way to the purchase of Tangoe securities during the
Settlement Class Period. It means that all of the Court’s orders will apply to you and legally
bind you. That means you will accept a share of the Net Settlement Fund as sole
compensation for any losses you suffered in the purchase, acquisitions, sale or ownership
of Tangoe securities during the Settlement Class Period. The specific terms of the release
are included in the Settlement Stipulation.
11. How do I get out of the Settlement?
If you do not want to receive a payment from this Settlement, and you want to keep any
right you may have to sue or continue to sue Defendants or other Released Parties on your
own about the claims being released in this Settlement, then you must take steps to exclude
yourself from the Settlement. To exclude yourself from the Settlement, you must mail a
letter that (A) clearly indicates your name, address, phone number and e-mail contact
information (if any) and states that you “request to be excluded from the Settlement Class
in In re Tangoe, Inc. Securities Litigation, Case Number 3:17-cv-00146 (D. Conn.),” and
(B) states the date, number of shares, and dollar amount of each Tangoe securities purchase
or acquisition during the Settlement Class Period, and any sale transactions, and the number
of shares of Tangoe securities held by you as of June 16, 2017. To be valid, such request
for exclusion must be submitted with documentary proof (i) of each purchase and, if
applicable, sale transaction of Tangoe securities during the Settlement Class Period and (ii)
demonstrating your status as a beneficial owner of the Tangoe securities. Any such request
for exclusion must be signed and submitted by you, as the beneficial owner, under penalty
of perjury. You must mail your exclusion request, to be received no later than _____ __,
2017, to the Claims Administrator at the following address:
Tangoe, Inc. Securities Litigation
c/o Strategic Claims Services
600 N. Jackson St., Ste. 3
P.O. Box230
Media, PA 19063
You cannot exclude yourself by telephone or by e-mail.
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EXHIBIT A-2
14
If you properly exclude yourself, you will not receive a payment from the Net Settlement
Fund, you cannot object to the Settlement, and you will not be legally bound by the
judgment in this case.
12. If I do not exclude myself, can I sue the Defendants for the same thing later?
No. Unless you followed the procedure outlined in the Notice to exclude yourself, you give
up any right to sue the Defendants or other Released Parties for the claims being released
in this Settlement. If you have a pending lawsuit related to any Released Claims, speak to
your lawyer in that case immediately, since you must exclude yourself from this Settlement
Class to continue your own lawsuit.
13. Do I have a lawyer in this case?
The Court appointed The Rosen Law Firm, P.A. and Finkelstein & Krinsk LLP as Co-Lead
Counsel, to represent you and the other Settlement Class Members. If you want to be
represented by your own lawyer, you may hire one at your own expense. Contact
information for The Rosen Law Firm, P.A. and Finkelstein & Krinsk LLP is provided
below.
14. How will the lawyers be paid?
Co-Lead Counsel have expended considerable time litigating this action on a contingent
fee basis, and have paid for the expenses of the case themselves. They have not been paid
attorneys’ fees or reimbursed for their expenses in advance of this Settlement. Lead
Counsel have done so with the expectation that, if they are successful in recovering money
for the Settlement Class, they will receive attorneys’ fees and be reimbursed for their
litigation expenses from the Settlement Fund, as is customary in this type of litigation. Lead
Counsel will not receive attorneys’ fees or be reimbursed for their litigation expenses
except from the Settlement Fund. Therefore, Co-Lead Counsel will file a motion asking
the Court at the Settlement Hearing to make an award of attorneys’ fees in an amount not
to exceed one-third of the Settlement or eight hundred fifty thousand dollars ($850,000),
for reimbursement of reasonable litigation expenses not to exceed $125,000 and an award
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EXHIBIT A-2
15
to Lead Plaintiff in an amount not to exceed $10,000. The Court may award less than these
amounts. Any amounts awarded by the Court will come out of the Settlement Fund.
15. How do I tell the Court that I do not like the Settlement?
You can tell the Court you object to the Settlement, any part of the Settlement, Co-Lead
Counsel’s motion for attorneys’ fees and expenses and application for an award to Lead
Plaintiffs, and that you think the Court should not approve the Settlement, by mailing a
letter stating that you object to the Settlement in the matter of In re Tangoe, Inc. Securities
Litigation, Case Number 3:17-cv-00146 (D. Conn.). Be sure to include (1) your name,
address, and telephone number, (2) a list of all purchases and sales of Tangoe securities
during the Settlement Class Period in order to show membership in the Settlement Class,
(3) all grounds for the objection, including any legal support known to you or your counsel,
(4) the name, address and telephone number of all counsel, if any, who represent you,
including your former or current counsel who may be entitled to compensation in
connection with the objection, and (5) the number of times you and/or your counsel has
filed an objection to a class action settlement in the last five years, the nature of each such
objection in each case, the jurisdiction in each case, and the name of the issuer of the
security or seller of the product or service at issue in each case. Attendance at the
Settlement Hearing is not necessary. Objectors wishing to be heard orally at the Settlement
Hearing are required to indicate in their written objection (or in a separate writing that is
submitted in accordance with the deadline and after instruction pertinent to the submission
of a written objection) that they intend to appear at the Settlement Hearing and identify any
witnesses they may call to testify or exhibits they intend to introduce into evidence at the
Settlement Hearing. Be sure to serve copies of any objections, papers and briefs to each of
the addresses listed below, to be received no later than _________ __, 2017:
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16
Clerk of the Court
United States District Court
District of Connecticut
Abraham Ribicoff Federal
Building
450 Main Street
Hartford, CT 06103
CO-LEAD COUNSEL:
Jacob A. Goldberg, Esq.
THE ROSEN LAW FIRM, P.A.
101 Greenwood Avenue
Suite 440
Jenkintown, PA 19046
Jeffrey Krinsk, Esq.
David J. Harris, Jr. Esq.
FINKELSTEIN & KRINSK LLP
550 West C Street, Suite 1760
San Diego, CA 92101
COUNSEL FOR
DEFENDANTS TANGOE INC.
AND ALBERT R. SUBBLOIE,
JR. AND GARY R.
MARTINO:
William H. Paine, Esq.
Dan Willey, Esq.
WILMER CUTLER PICKERING
HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
16. What is the difference between objecting and requesting exclusion?
Objecting is simply telling the Court you do not like something about the Settlement or
some portion thereof. You can object only if you stay in the Settlement Class. Requesting
exclusion is telling the Court you do not want to be part of the Settlement Class and
Settlement. If you exclude yourself, you cannot object to the Settlement because it no
longer concerns you. If you stay in the Settlement Class and object, but your objection is
overruled, you will not be allowed a second opportunity to exclude yourself.
17. When and where will the Court decide whether to approve the Settlement?
The Court will hold a Settlement Hearing on _____ __, 2017, at __:__ _.m., at the Abraham
Ribicoff Federal Building, United States District Court, District of Connecticut, 450 Main
Street, Hartford, CT 06103.
At this hearing, the Court will consider whether the Settlement is fair, reasonable, and
adequate and whether to approve the Settlement. If there are objections, the Court will
consider them, and the Court will listen to people who have asked to speak at the hearing.
The Court may also decide how much to pay Co-Lead Counsel for attorneys’ fees and
expenses and how much to award to Lead Plaintiff.
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EXHIBIT A-2
17
18. Do I have to come to the hearing?
No. Co-Lead Counsel will answer any questions the Court may have. However, you are
welcome to attend at your own expense. If you send an objection, you do not have to come
to Court to talk about it. As long as you mail your written objection on time, the Court will
consider it.
19. What happens if I do nothing at all?
If you do nothing, you will not receive a payment from the Settlement. However, unless
you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be
part of any other lawsuit against Defendants about the Release Claims (as defined in the
Settlement Stipulation) ever again.
DATED: __________________________________________
BY ORDER OF THE UNITED STATES
DISTRICT COURT FOR THE DISTRICT OF
CONNECTICUT
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EXHIBIT A-3
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PROOF OF CLAIM AND RELEASE FORM Deadline for Submission: _____________________
IF YOU PURCHASED TANGOE, INC. (“TANGOE” OR “COMPANY”) SECURITIES DURING THE PERIOD MAY 10, 2013 THROUGH JUNE 16, 2017, INCLUSIVE (THE “SETTLEMENT CLASS PERIOD”), YOU ARE A “SETTLEMENT CLASS MEMBER” AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT PROCEEDS. (EXCLUDED FROM THE CLASS ARE DEFENDANTS, THE PRESENT AND FORMER OFFICERS AND DIRECTORS OF TANGOE, OR ANY SUBSIDIARY THEREOF, DURING THE SETTLEMENT CLASS PERIOD, AND THE IMMEDIATE FAMILY MEMBERS, LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS OR ASSIGNS OF SUCH EXCLUDED PERSONS AND ANY ENTITY IN WHICH ANY EXCLUDED PERSON HAS OR HAD A CONTROLLING INTEREST.)
IF YOU ARE A SETTLEMENT CLASS MEMBER, YOU MUST COMPLETE AND SUBMIT THIS FORM TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS. YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND RELEASE FORM (“PROOF OF CLAIM AND RELEASE FORM”) AND MAIL IT BY FIRST CLASS MAIL, POSTMARKED NO LATER THAN ____________, 2017 TO STRATEGIC CLAIMS SERVICES, THE CLAIMS ADMINISTRATOR, AT THE FOLLOWING ADDRESS:
Tangoe, Inc. Securities Litigation
c/o Strategic Claims Services
600 N. Jackson St., Ste. 3
P.O. Box 230
Media, PA 19063
Tel.: 866-274-4004
Fax: 610-565-7985
[email protected] YOUR FAILURE TO SUBMIT YOUR CLAIM BY ____________, 2017 WILL SUBJECT YOUR CLAIM TO REJECTION AND PRECLUDE YOU FROM RECEIVING ANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THIS ACTION. DO NOT MAIL OR DELIVER YOUR CLAIM TO THE COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL AS ANY SUCH CLAIM WILL BE DEEMED NOT TO HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM ONLY TO THE CLAIMS ADMINISTRATOR. IF YOU ARE A SETTLEMENT CLASS MEMBER AND DO NOT SUBMIT A PROPER PROOF OF CLAIM AND RELEASE FORM, YOU WILL NOT SHARE IN THE SETTLEMENT BUT YOU NEVERTHELESS WILL BE BOUND BY THE ORDER AND FINAL JUDGMENT OF THE COURT UNLESS YOU EXCLUDE YOURSELF. SUBMISSION OF A PROOF OF CLAIM AND RELEASE FORM DOES NOT ASSURE THAT YOU WILL SHARE IN THE PROCEEDS OF THE SETTLEMENT.
Case 3:17-cv-00146-VLB Document 59-6 Filed 10/03/17 Page 1 of 8
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CLAIMANT’S STATEMENT
1. I (we) purchased Tangoe, Inc. (“Tangoe” or “Company”) securities during the Settlement Class Period. (Do not submit this Proof of Claim and Release Form if you did not purchase Tangoe securities during the Settlement Class Period.)
2. By submitting this Proof of Claim and Release Form, I (we) state that I (we) believe in good faith that I am
(we are) a Settlement Class Member as defined above and in the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”), or am (are) acting for such person(s); that I am (we are) not a Defendant in the Action or anyone excluded from the Settlement Class; that I (we) have read and understand the Notice; that I (we) believe that I am (we are) entitled to receive a share of the Net Settlement Fund, as defined in the Notice; that I (we) elect to participate in the proposed Settlement described in the Notice; and that I (we) have not filed a request for exclusion. (If you are acting in a representative capacity on behalf of a Settlement Class Member [e.g., as an executor, administrator, trustee, or other representative], you must submit evidence of your current authority to act on behalf of that Settlement Class Member. Such evidence would include, for example, letters testamentary, letters of administration, or a copy of the trust documents.)
3. I (we) consent to the jurisdiction of the Court with respect to all questions concerning the validity of this
Proof of Claim and Release Form. I (we) understand and agree that my (our) claim may be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to my (our) status as a Settlement Class Member(s) and the validity and amount of my (our) claim. No discovery shall be allowed on the merits of the Action or Settlement in connection with processing of the Proof of Claim and Release Form.
4. I (we) have set forth where requested below all relevant information with respect to each purchase of
Tangoe securities during the Settlement Class Period, and each sale, if any, of such common stock. I (we) agree to furnish additional information to the Claims Administrator to support this claim if requested to do so.
5. I (we) have enclosed photocopies of the stockbroker’s confirmation slips, stockbroker’s statements, or
other documents evidencing each purchase and sale of Tangoe securities listed below in support of my (our) claim. (IF ANY SUCH DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN A COPY OR EQUIVALENT DOCUMENTS FROM YOUR BROKER OR TAX ADVISOR BECAUSE THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR CLAIM.)
6. I (we) understand that the information contained in this Proof of Claim and Release Form is subject to
such verification as the Claims Administrator may request or as the Court may direct, and I (we) agree to cooperate in any such verification. (The information requested herein is designed to provide the minimum amount of information necessary to process most simple claims. The Claims Administrator may request additional information as required to efficiently and reliably calculate your recognized loss. In some cases, the Claims Administrator may condition acceptance of the claim based upon the production of additional information, including, where applicable, information concerning transactions in any derivatives securities such as options.)
7. Upon the occurrence of the Court’s approval of the Settlement, as detailed in the Notice, I (we) agree and
acknowledge that my (our) signature(s) hereto shall effect and constitute a full and complete release, remise and discharge by me (us) and my (our) heirs, joint tenants, tenants in common, beneficiaries, executors, administrators, predecessors, successors, attorneys, insurers and assigns (or, if I am (we are) submitting this Proof of Claim and Release Form on behalf of a corporation, a partnership, estate or one
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or more other persons, by it, him, her or them, and by its, his, her or their heirs, executors, administrators, predecessors, successors, and assigns) of each of the “Released Parties” of all “Released Claims.”
8. Upon the occurrence of the Court’s approval of the Settlement, as detailed in the Notice, I (we) agree and acknowledge that my (our) signature(s) hereto shall effect and constitute a covenant by me (us) and my (our) heirs, joint tenants, tenants in common, beneficiaries, executors, administrators, predecessors, successors, attorneys, insurers and assigns (or, if I am (we are) submitting this Proof of Claim and Release Form on behalf of a corporation, a partnership, estate or one or more other persons, by it, him, her or them, and by its, his, her or their heirs, executors, administrators, predecessors, successors, and assigns) to permanently refrain from prosecuting or attempting to prosecute any Released Claims against any of the Released Parties.
9. “Released Parties” means Tangoe, Albert R. Subbloie, Jr., Gary R. Martino, and each and all of their
Related Parties, including all of Tangoe’s current and former officers, directors, and employees. 10. “Released Claims” means and includes any and all Claims and Unknown Claims that have been or could
have been asserted by or on behalf of any of the Releasing Parties, in any capacity, which arise out of, are based upon, or relate in any way to the purchase or acquisition of Tangoe securities during the Settlement Class Period, including but not limited to any claims alleged in the Action and any claims related to the allegations, transactions, facts, events, matters, occurrences, acts, disclosures, representations, omissions, or any other matter whatsoever involved, set forth, referred to, or otherwise related, directly or indirectly, to the allegations in the Action or the disclosures or statements made by Tangoe or its officers or directors during the Settlement Class Period (including the adequacy and completeness or such disclosures or statements). Notwithstanding the foregoing, “Released Claims” does not include (1) any claim related to the all cash tender offer that TAMS Inc., a wholly owned subsidiary of Asentinel LLC, commenced on or around May 12, 2017 to acquire any and all of Tangoe’s outstanding shares of common stock at a purchase price of $6.50 per share in cash that expired on or around June 15, 2017 (the “Tender Offer”), including, without limitation, any claim in the cases captioned McArthur v. Tangoe, Inc., Civ. Action No. 3:17-cv-00832-VAB or Levine v. Tangoe, Inc., Civ. Action No. 3:17-cv-00873-AWT, both currently pending in the United States District Court for the District of Connecticut and (2) claims to enforce the terms of this Settlement Stipulation or orders or judgments issued by the Court in connection with this Settlement.
11. “Unknown Claims” means all Claims of every nature and description which Lead Plaintiff or any Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Parties which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Parties, or might have affected his, her, or its decision not to opt-out or object to this Settlement.
12. I (We) acknowledge that the inclusion of “Unknown Claims” in the definition of claims released pursuant to the Settlement Stipulation was separately bargained for and is a material element of the Settlement of which this release is a part.
13. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may
request, or may be requested, to submit information regarding their transactions in electronic files. All Claimants MUST submit a manually signed paper Proof of Claim and Release Form listing all their transactions whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at [email protected] or visit their website at www. strategicclaims.net to obtain the required file layout. No electronic files will be considered to have been
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properly submitted unless the Claims Administrator issues to the Claimant a written acknowledgment of receipt and acceptance of electronically submitted data.
Case 3:17-cv-00146-VLB Document 59-6 Filed 10/03/17 Page 4 of 8
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I. CLAIMANT INFORMATION
Name:
Address:
City State ZIP
Foreign Province Foreign Country
Day Phone Evening Phone
Social Security Number (for individuals):
OR Taxpayer Identification Number (for estates, trusts, corporations, etc.):
II. SCHEDULE OF TRANSACTIONS IN TANGOE, INC. SECURITIES
Beginning Holdings: A. State the total number of shares of Tangoe, Inc, securities held at the
close of trading on May 9, 2013 (must be documented). If none, write “zero” or “0.”
Purchases/Acquisitions: B. Separately list each and every purchase or acquisition of Tangoe, Inc. securities between May 10,
2013 and June 16, 2017, both dates inclusive, and provide the following information (must be documented):
Trade Date
(List Chronologically) (Month/Day/Year) Number of Shares Purchased Price per Share
Total Cost (Excluding Commissions,
Taxes, and Fees)
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Sales: C. Separately list each and every sale of Tangoe, Inc. securities between May 10, 2013 and June 16, 2017, both dates inclusive, and provide the following information (must be documented):
Trade Date (List Chronologically)
(Month/Day/Year) Number of Shares Sold Price per Share
Amount Received (Excluding Commissions,
Taxes, and Fees)
Ending Holdings: D. State the total number of shares of Tangoe, Inc. securities held at the
close of trading on June 16, 2017 (must be documented).
If additional space is needed, attach separate, numbered sheets, giving all required information, substantially in the same format, and print your name and Social Security or Taxpayer Identification number at the top of each sheet.
III. SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number: Enter taxpayer identification number below for the Beneficial Owner(s). For most individuals, this is your Social Security Number. The Internal Revenue Service (“I.R.S.”) requires such taxpayer identification number. If you fail to provide this information, your claim may be rejected.
Social Security Number (for individuals)
or
Taxpayer Identification Number (for estates, trusts, corporations, etc.)
______________________________
_______________________________
IV. CERTIFICATION
I (We) submit this Proof of Claim and Release Form under the terms of the Settlement Stipulation described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the District of Connecticut, with respect to my (our) claim as a Settlement Class Member and for purposes of enforcing the release and covenant not to sue set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in this Action. I (We) have not submitted any other claim covering the same purchases or sales of Tangoe, Inc. securities during the Settlement Class Period and know of no other Person having done so on my (our) behalf.
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EXHIBIT A-3
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I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(c) of the Internal Revenue Code because: (a) I am (We are) exempt from backup withholding; or (b) I (We) have not been notified by the I.R.S. that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the I.R.S. has notified me (us) that I am (we are) no longer subject to backup withholding. NOTE: If you have been notified by the I.R.S. that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above. UNDER THE PENALTIES OF PERJURY UNDER THE LAWS OF THE UNITED STATES, I (WE) CERTIFY THAT ALL OF THE INFORMATION I (WE) PROVIDED ON THIS PROOF OF CLAIM AND RELEASE FORM IS TRUE, CORRECT AND COMPLETE. Signature of Claimant (If this claim is being made
on behalf of Joint Claimants, then each must sign): ________________________________________ (Signature) ________________________________________ (Signature) ________________________________________ (Capacity of person(s) signing, e.g. beneficial purchaser(s), executor, administrator, trustee, etc.)
□ Check here if proof of authority to file is enclosed.
(See Item 2 under Claimant’s Statement)
Date: ____________________
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EXHIBIT A-3
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THIS PROOF OF CLAIM AND RELEASE FORM MUST BE POSTMARKED NO LATER THAN _______________, 2017 AND MUST BE MAILED TO:
Tangoe, Inc. Securities Litigation
c/o Strategic Claims Services
600 N. Jackson St., Ste. 3
P.O. Box 230
Media, PA 19063
Tel.: 866-274-4004
Fax: 610-565-7985
[email protected] A Proof of Claim and Release Form received by the Claims Administrator shall be deemed to have been submitted when posted, if mailed by _________, 2017 and if a postmark is indicated on the envelope and it is mailed first class and addressed in accordance with the above instructions. In all other cases, a Proof of Claim and Release Form shall be deemed to have been submitted when actually received by the Claims Administrator. The Claims Administrator will acknowledge receipt of your Proof of Claim and Release Form by mail or email within 45 days of receipt. Your claim is not deemed filed until you receive such an acknowledgement. If you do not receive an acknowledgement within 45 days, please contact the Claims Administrator by telephone toll free at 866-274-4004 or by email at [email protected]. You should be aware that it will take a significant amount of time to process fully all of the Proof of Claim and Release Forms and to administer the Settlement. This work will be completed as promptly as time permits, given the need to investigate and tabulate each Proof of Claim and Release Form. Please notify the Claims Administrator of any change of address.
REMINDER CHECKLIST
o Please be sure to sign this Proof of Claim and Release Form on page 6. If this Proof of Claim and Release Form is submitted on behalf of joint claimants, then both claimants must sign.
o Please remember to attach supporting documents. Do NOT send any stock certificates. Keep
copies of everything you submit.
o Do NOT use highlighter on the Proof of Claim and Release Form or any supporting documents.
o If you move or change your address, telephone number or email address, please submit the new information to the Claims Administrator, as well as any other information that will assist us in contacting you. NOTE: Failure to submit updated information to the Claims Administrator may result in the Claims Administrator’s inability to contact you regarding issues with your claim or deliver payment to you.
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EXHIBIT A-4
1
UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
IN RE TANGOE, INC., SECURITIES
LITIGATION
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Civil Action No. 3:17-cv-00146-VLB
SUMMARY NOTICE OF PENDENCY AND
PROPOSED CLASS ACTION SETTLEMENT
TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED TANGOE,
INC. (“TANGOE”) SECURITIES FROM MAY 10, 2013 THROUGH JUNE 16,
2017, INCLUSIVE.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court
for the District of Connecticut, that a hearing will be held on __________, 2017,
at __:__ _.m. before the Honorable Vanessa L. Bryant, United States District Judge of the United
States District Court for the District of Connecticut, Abraham A. Ribicoff Federal Building, 450
Main Street, Annex 135, Hartford, Connecticut, 06103, for the purpose of determining: (1) whether
the proposed Settlement of the claims in the above-captioned Action for consideration including
the sum of $2,550,000 should be approved by the Court as fair, reasonable, and adequate; (2)
whether the proposed plan to distribute the Settlement proceeds is fair, reasonable, and adequate;
(3) whether the application of Lead Counsel for an award of attorneys’ fees of up to one third of
the Settlement Amount, reimbursement of expenses of not more than $125,000, and an incentive
payment of no more than $10,000 to Lead Plaintiff, should be approved; and (4) whether this
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EXHIBIT A-4
2
Action should be dismissed with prejudice as set forth in the Stipulation of Settlement dated
October 2, 2017 (the “Settlement Stipulation”).
If you purchased Tangoe securities during the period from May 10, 2013 and June 16,
2017, both dates inclusive (the “Settlement Class Period”), your rights may be affected by this
Settlement, including the release and extinguishment of claims you may possess relating to your
ownership interest in Tangoe securities. If you have not received a postcard, providing instructions
for receiving a detailed Notice of Pendency and Proposed Settlement of Class Action (“Notice”)
and a copy of the Proof of Claim and Release Form, you may obtain copies by writing to or calling
Tangoe, Inc. Securities Litigation, c/o Strategic Claims Services, 600 N. Jackson St., Ste. 3, P.O.
Box 230, Media, PA 19063; (Tel) (866)274-4004; (Fax) (610)565-7985; [email protected],
or going to the website, www.strategicclaims.net. If you are a member of the Settlement Class, to
share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release
Form postmarked no later than _____________, 201__ to the Claims Administrator, establishing
that you are entitled to recovery. Unless you submit a written exclusion request, you will be bound
by any judgment rendered in the Action whether or not you make a claim.
If you desire to be excluded from the Settlement Class, you must submit a request for
exclusion so that it is received no later than ____________, 201__, in the manner and form
explained in the detailed Notice to the Claims Administrator. All members of the Settlement Class
who have not requested exclusion from the Settlement Class will be bound by any judgment
entered in the Action pursuant to the Settlement Stipulation.
Any objection to the Settlement, Plan of Allocation, or Lead Counsel’s request for an award
of attorneys’ fees and reimbursement of expenses and award to Lead Plaintiffs must be in the
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EXHIBIT A-4
3
manner and form explained in the detailed Notice and received no later than ____________, 201__
to each of the following:
Clerk of the Court
United States District Court
District of Connecticut
Abraham A. Ribicoff Federal Building
450 Main Street
Hartford, CT 06103
LEAD COUNSEL:
Jacob A. Goldberg, Esq.
THE ROSEN LAW FIRM, P.A.
101 Greenwood Avenue, Suite 440
Jenkintown, PA 19046
Jeffry Krinsk, Esq.
David J. Harris, Jr., Esq.
FINKELSTEIN & KRINSK LLP
550 West C Street, Suite 1760
San Diego, CA 92101
COUNSEL FOR DEFENDANTS:
William H. Paine, Esq.
Dan Willey, Esq.
WILMER CUTLER PICKERING HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
If you have any questions about the Settlement, you may call or write to Lead Counsel:
Jacob A. Goldberg, Esq.
THE ROSEN LAW FIRM, P.A.
101 Greenwood Avenue, Suite 440
Jenkintown, PA 19046
Jeffry Krinsk, Esq.
David J. Harris, Jr., Esq.
FINKELSTEIN & KRINSK LLP
550 West C Street, Suite 1760
San Diego, CA 92101
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EXHIBIT A-4
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PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING
THIS NOTICE.
Dated: ______________, 2017 __________________________________
BY ORDER OF THE UNITED STATES
DISTRICT COURT FOR THE DISTRICT
OF CONNECTICUT
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EXHIBIT B
UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
IN RE TANGOE, INC., SECURITIES
LITIGATION
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Civil Action No. 3:17-cv-00146-VLB
[PROPOSED] ORDER AND FINAL JUDGMENT
Case 3:17-cv-00146-VLB Document 59-8 Filed 10/03/17 Page 1 of 10
EXHIBIT B
1
On the ____ day of ____________, 2017, a hearing having been held before this Court to
determine: (1) whether the terms and conditions of the Stipulation and Agreement of Settlement
dated October 2, 2017 (the “Settlement Stipulation”) are fair, reasonable and adequate for the
settlement of all claims asserted by the Settlement Class against the Defendants (as defined in the
Settlement Stipulation), including the release of the Released Claims against the Released Parties,
and should be approved; (2) whether judgment should be entered dismissing this Action with
prejudice; (3) whether to approve the proposed Plan of Allocation as a fair and reasonable method
to allocate the Net Settlement Fund among Settlement Class Members; (4) whether and in what
amount to award Lead Counsel as fees and reimbursement of expenses; and (5) whether and in
what amount to award Lead Plaintiffs as incentive fees; and
The Court having considered all matters submitted to it at the hearing and otherwise; and
It appearing in the record that the Notice substantially in the form approved by the Court
in the Court’s Order Granting Lead Plaintiffs’ Motion for Preliminary Approval of Class Action
Settlement, dated _____________, 2017 (“Preliminary Approval Order”) was mailed to all
reasonably identifiable Settlement Class Members and posted to the website of the Claims
Administrator, both in accordance with the Preliminary Approval Order and the specifications of
the Court; and
It appearing in the record that the Summary Notice substantially in the form approved by
the Court in the Preliminary Approval Order was published in accordance with the Preliminary
Approval Order and the specifications of the Court;
NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED
THAT:
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EXHIBIT B
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1. All capitalized terms used herein have the same meanings as set forth and defined
in the Settlement Stipulation.
2. The Court has jurisdiction over the subject matter of the Action, Lead Plaintiff, all
Settlement Class Members, and the Defendants.
3. The Court finds that the prerequisites for a class action under Rule 23(a) and (b)(3)
of the Federal Rules of Civil Procedure have been satisfied in that: (a) the number of Settlement
Class Members is so numerous that joinder of all members thereof is impracticable; (b) there are
questions of law and fact common to the Settlement Class; (c) the claims of the Lead Plaintiff are
typical of the claims of the Settlement Class they seek to represent; (d) Lead Plaintiff fairly and
adequately represent the interests of the Settlement Class; (e) questions of law and fact common
to the members of the Settlement Class predominate over any questions affecting only individual
members of the Settlement Class; and (f) a class action is superior to other available methods for
the fair and efficient adjudication of this Action. The Settlement Class is being certified for
settlement purposes only.
4. The Court hereby finally certifies this action as a class action for purposes of the
Settlement, pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure, on behalf of
all Persons (including, without limitation, their beneficiaries) who purchased Tangoe, Inc.
(“Tangoe”) securities during the period from May 10, 2013 through June 16, 2017, inclusive
(“Settlement Class Period”), except that excluded from the Settlement Class are all: (i) Defendants
and all officers and directors of Tangoe during the Settlement Class Period; (ii) blood relatives and
household members of any Person excluded under section (i) of this definition; (iii) any entities
affiliated with, controlled by, or more than 5% owned by, any person excluded under sections (i)
and (ii) of this definition; (iv) the legal representatives, heirs, successors or assigns of any person
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EXHIBIT B
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excluded under subsections (i) through (iii) of this definition; and (v) Opt-Outs. Pursuant to Rule
23 of the Federal Rules of Civil Procedure, Lead Plaintiff is certified as the class representative on
behalf of the Settlement Class (“Class Representatives”) and Lead Counsel previously selected by
Lead Plaintiff and appointed by the Court are hereby appointed as Co-Class Counsel for the
Settlement Class (“Co-Class Counsel”).
5. In accordance with the Court’s Preliminary Approval Order, the Court hereby finds
that the forms and methods of notifying the Settlement Class of the Settlement and its terms and
conditions met the requirements of due process, Rule 23 of the Federal Rules of Civil Procedure,
and Section 21D(a)(7) of the Exchange Act, 15 U.S.C. § 78u-4(a)(7), as amended by the Private
Securities Litigation Reform Act of 1995; constituted the best notice practicable under the
circumstances; and constituted due and sufficient notice of these proceedings and the matters set
forth herein, including the Settlement and Plan of Allocation, to all persons and entities entitled to
such notice. No Settlement Class Member is relieved from the terms and conditions of the
Settlement, including the releases provided for in the Settlement Stipulation, based upon the
contention or proof that such Settlement Class Member failed to receive actual or adequate notice.
A full opportunity has been offered to the Settlement Class Members to object to the proposed
Settlement and to participate in the hearing thereon. The Court further finds that the notice
provisions of the Class Action Fairness Act, 28 U.S.C. § 1715, were fully discharged. Thus, it is
hereby determined that all Settlement Class Members are bound by this Order and Final Judgment
except those persons listed on Exhibit A to this Order and Final Judgment.
6. The Settlement is approved as fair, reasonable, and adequate, and in the best
interests of the Settlement Class. This Court further finds that the Settlement set forth in the
Settlement Stipulation is the result of good faith, arm’s-length negotiations between experienced
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EXHIBIT B
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counsel representing the interests of the Class Representative, Settlement Class Members, and
Defendants. The Settling Parties are directed to consummate the Settlement in accordance with the
terms and provisions of the Settlement Stipulation.
7. The Action and all claims contained therein, as well as all of the Released Claims,
are dismissed with prejudice as against each and all of the Defendants. The Parties are to bear their
own costs, except as otherwise provided in the Settlement Stipulation.
8. The Releasing Parties, on behalf of themselves, their successors and assigns, and
any other Person claiming (now or in the future) through or on behalf of them, regardless of
whether any such Releasing Party ever seeks or obtains by any means, including without limitation
by submitting a Proof of Claim and Release Form, any disbursement from the Settlement Fund,
shall be deemed to have, and by operation of this Order and Final Judgment shall have, fully,
finally, and forever released, relinquished, and discharged all Released Claims against the
Released Parties. The Releasing Parties shall be deemed to have, and by operation of this Order
and Final Judgment shall have, covenanted not to sue the Released Parties with respect to any and
all Released Claims in any forum and in any capacity. The Releasing Parties shall be and hereby
are permanently barred and enjoined from asserting, commencing, prosecuting, instituting,
assisting, instigating, or in any way participating in the commencement or prosecution of any
action or other proceeding, in any forum, asserting any Released Claim, in any capacity, against
any of the Released Parties. Nothing contained herein shall, however, bar the Releasing Parties
from bringing any action or claim to enforce the terms of the Settlement Stipulation or this Order
and Final Judgment.
9. The Released Parties, on behalf of themselves, their heirs, executors, predecessors,
successors and assigns, shall be deemed to have, and by operation of this Order and Final Judgment
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EXHIBIT B
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shall have, fully, finally, and forever released, relinquished, and discharged the Lead Plaintiff,
Settlement Class Members and Lead Counsel from all Claims which arise out of or relate in any
way to the institution, prosecution, or settlement of the claims against the Defendants (the
“Defendant Released Claims”), and shall be permanently enjoined from prosecuting the Defendant
Released Claims against the Lead Plaintiff, Settlement Class Members and Lead Counsel. Nothing
contained herein shall, however, bar the Defendants or any Released Party from bringing any
action or claim to enforce the terms of the Settlement Stipulation or this Order and Final Judgment.
10. To the fullest extent permitted by law, all Persons shall be permanently enjoined,
barred and restrained from bringing, commencing, prosecuting or asserting any claims, actions, or
causes of action for contribution, indemnity or otherwise against any of the Released Parties
seeking as damages or otherwise the recovery of all or any part of any liability, judgment or
settlement which they pay or are obligated to pay or agree to pay to the Settlement Class or any
Settlement Class Member arising out of, relating to or concerning such Persons’ participation in
any acts, facts, statements or omissions that were or could have been alleged in the Action, whether
arising under state, federal or foreign law as claims, cross-claims, counterclaims, third-party claims
or otherwise, in the Court or any other federal, state, or foreign court, or in any arbitration
proceeding, administrative agency proceeding, tribunal, or any other proceeding or forum. Further,
nothing in the Settlement Stipulation or this Order and Final Judgment shall apply to bar or
otherwise affect any claim for insurance coverage by any Defendant.
11. The Court hereby finds that the proposed Plan of Allocation is a fair and reasonable
method to allocate the Net Settlement Fund among Settlement Class Members, and Lead Counsel
and the Claims Administrator are directed to administer the Plan of Allocation in accordance with
its terms and the terms of the Settlement Stipulation.
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EXHIBIT B
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12. The Court finds that all Settling Parties and their counsel have complied with all
requirements of Rule 11 of the Federal Rules of Civil Procedure and the Private Securities
Litigation Record Act of 1995 as to all proceedings herein.
13. Neither this Order and Final Judgment, the Settlement Stipulation (nor the
Settlement contained therein), nor any of its terms and provisions, nor any of the negotiations,
documents or proceedings connected with them:
(a) is or may be deemed to be, or may be used as an admission, concession, or
evidence of, the validity or invalidity of any Released Claims, the truth or falsity of any
fact alleged by the Lead Plaintiff, the sufficiency or deficiency of any defense that has been
or could have been asserted in the Action, or of any wrongdoing, liability, negligence or
fault of the Defendants, the Released Parties, or any of them;
(b) is or may be deemed to be or may be used as an admission of, or evidence
of, any fault or misrepresentation or omission with respect to any statement or written
document attributed to, approved or made by any of the Defendants or Released Parties in
any civil, criminal or administrative proceeding in any court, administrative agency or
other tribunal;
(c) is or may be deemed to be or shall be used, offered or received against the
Settling Parties, Defendants or the Released Parties, or each or any of them, as an
admission, concession or evidence of the validity or invalidity of the Released Claims, the
infirmity or strength of any claim raised in the Action, the truth or falsity of any fact alleged
by the Plaintiffs or the Settlement Class, or the availability or lack of availability of
meritorious defenses to the claims raised in the Action;
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EXHIBIT B
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(d) is or may be deemed to be or shall construed as or received in evidence as
an admission or concession against Defendants, or the Released Parties, or each or any of
them, that any of Lead Plaintiff’s or Settlement Class Members’ claims are with or without
merit, that a litigation class should or should not be certified, that damages recoverable in
the Action would have been greater or less than the Settlement Fund or that the
consideration to be given pursuant to the Stipulation represents an amount equal to, less
than or greater than the amount which could have or would have been recovered after trial.
14. The Released Parties may file the Settlement Stipulation and/or this Order and Final
Judgment in any other action that may be brought against them to support a defense or
counterclaim based on principles of res judicata, collateral estoppel, full faith and credit, release,
good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue
preclusion or similar defense or counterclaim.
15. Except as otherwise provided herein or in the Settlement Stipulation, all funds held
by the Co-Escrow Agents shall be deemed to be in custodia legis and shall remain subject to the
jurisdiction of the Court until such time as the funds are distributed or returned pursuant to the
Settlement Stipulation and/or further order of the Court.
16. Exclusive jurisdiction is hereby retained over the Settling Parties and the Settlement
Class Members for all matters relating to the Action, including the administration, interpretation,
effectuation or enforcement of the Settlement Stipulation and this Order and Final Judgment, and
including any application for fees and expenses incurred in connection with administering and
distributing the Settlement proceeds to the Settlement Class Members.
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EXHIBIT B
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17. Without further order of the Court, the Defendants and Class Representatives may
agree to reasonable extensions of time to carry out any of the provisions of the Settlement
Stipulation.
18. There is no just reason for delay in the entry of this Order and Final Judgment and
immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the
Federal Rules of Civil Procedure.
19. The finality of this Order and Final Judgment shall not be affected, in any manner,
by rulings that the Court may make on Co-Class Counsel’s application for an award of attorneys’
fees and expenses or an award to the Class Representatives.
20. Co-Class Counsel are hereby awarded ______% of the Settlement Amount in fees,
which the Court finds to be fair and reasonable, and $___________ in reimbursement of expenses.
Defendants shall have no responsibility for any allocations of attorneys’ fees and expenses, and
shall have no liability to Co-Class Counsel or any other person in connection with the allocation
of attorneys’ fees and expenses. Class Representatives are each hereby awarded $_____________,
which the Court finds to be fair and reasonable.
21. In the event the Settlement is not consummated in accordance with the terms of the
Settlement Stipulation, then the Settlement Stipulation and this Order and Final Judgment
(including any amendment(s) thereof, and except as expressly provided in the Settlement
Stipulation or by order of the Court) shall be null and void, of no further force or effect, and without
prejudice to any Settling Party, and may not be introduced as evidence or used in any action or
proceeding by any Person against the Settling Parties or the Released Parties, and each Settling
Party shall be restored to his, her or its respective litigation positions as they existed prior to July
27, 2017, pursuant to the terms of the Settlement Stipulation.
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Dated: ___________, 2017 ______________________________
HON. VANESSA L. BRYANT
UNITED STATES DISTRICT JUDGE
Case 3:17-cv-00146-VLB Document 59-8 Filed 10/03/17 Page 10 of 10
EXHIBIT 2
FINKELSTEIN & KRINSK LLP ATTORNEYS AT LAW
FINKELSTEIN & KRINSK, LLP
PAGE 1
The following is a concise summary of the resume of the law firm of Finkelstein &
Krinsk LLP. The named partners of this San Diego, California-based law firm have been
recognized for successfully prosecuting hundreds of class action lawsuits since 1987. The firm’s
experience centers on the prosecution of violations of the federal and state securities and antitrust
laws, the laws of corporate governance, including derivative actions, and business/consumer
fraud cases.
THE FIRM
Since its inception, the firm has specialized in investigating and prosecuting large-scale
securities violations on behalf of private and institutional investors, as well as derivative claims
arising from directors’ failure to comply with their statutory duties. The firm is a long-standing
member of the National Association of Securities and Commercial Law Attorneys and has
received consistent recognition for its creative persistence in handling complex litigation.
The credentials of the firm include being appointed lead counsel and to executive
committee positions on behalf of plaintiff classes in multiple successful securities fraud,
shareholder derivative and consumer class action cases, including, for example, In Re Chiron
Shareholders Derivative Litigation, a shareholder derivative action alleging various breaches of
fiduciary duties; In Re Chiron Shareholders Deal Litigation, a shareholder class action involving
a $4.5 billion merger transaction; In Re Great American Bank Securities Litigation, a class action
alleging violations of the Federal Securities Acts; In Re Safeskin Sec. Litig. (same); In Re Revlon
Sec. Litig. (same); Risk v. Caribiner International; Hurst v. Monarch Equities Corporation, a
class action alleging violations of the Commodities & Exchange Act; Weld v. Chiron Corp.;
Chiment v. M/A-COM, Inc., a class action alleging violations of ERISA; In Re State Farm
Mutual Automobile Insurance Company, a California resident consumer class action alleging
unfair business practices; In Re Manufacturers Life Insurance Premium Litigation, a nationwide
consumer class action alleging insurance fraud; Levine v. The Guardian Life Insurance Company
of America, a California resident disability policyholder class action; In Re Massachusetts
Mutual Life Ins. Co. Vanishing Premium Sales Litig., a nationwide policyholder class arising out
of “vanishing premium” life insurance policy sales practices; Campbell v. AirTouch Cellular,
nationwide consumer class action against Verizon Wireless for violations of unfair trade
practices (lead counsel in a nationwide consumer class of over 43 million consumers); In Re DSL
Service Cases, a J.C.C.P. California resident class action involving claims of false advertising
and consumer fraud (lead counsel in coordinated action); Burton v. MTL Ins. Co., a nationwide
policyholder class action involving violations of Illinois consumer fraud laws; Kushner v. AT&T
Corp., a California resident consumer class action (lead counsel); Maugeri v. The Credit Store, a
nationwide consumer class action involving deceptive debt collection practices; and Smith v.
Wells Fargo, a California resident consumer class action involving false advertisement claims
(lead counsel); Phebus v. Wells Fargo Bank (lead counsel in coordinated action); Feferman v.
Hewlett Packard (lead counsel); Berensen v. Toyota Motor Corp. (lead counsel); Maugeri v. The
Case 3:17-cv-00146-VLB Document 59-9 Filed 10/03/17 Page 1 of 5
EXHIBIT 2
FINKELSTEIN & KRINSK LLP ATTORNEYS AT LAW
FINKELSTEIN & KRINSK, LLP
PAGE 2
Credit Store, (lead counsel); Sanai v. BMW of North America, LLC; Hahn v. Massage Envy
Franchising LLC (lead counsel).
The firm has successfully prosecuted hundreds of class action securities and consumer
cases recovering hundreds of millions of dollars in losses suffered by victims of business,
consumer and similar fraud recovering billions of dollars in losses.
In the insurance related area, the firm was lead counsel in Tench v. Jackson National Life
Ins. Co., an Illinois resident policyholder class for violations of Illinois consumer fraud laws
arising from the sale of “vanishing premium” life insurance products; and Albanoski v. American
National Insurance Company, a California resident class arising out of unlawful and deceptive
sales practices involving the sale of universal life insurance products. In addition, the firm has
also jointly prosecuted a number of cases throughout the United States against numerous
insurance companies for various improper claims practices.
MANAGING PARTNER
JEFFREY R. KRINSK
Jeffrey R. Krinsk graduated in 1974 from Boston University Law School in Boston,
Massachusetts, and was admitted to active practice in the State of New York on November 17,
1975. As an associate at the New York law firm of Norton & Christenson, he contributed to
numerous cases involving intricate violations of federal law and, thereafter, participated in
assorted complex litigation against large corporations and particularly the United States
Government and/or the Corps of Engineers.
This extensive litigation experience resulted in Mr. Krinsk relocating to California after
being asked to join Hang Ten International, Inc. as Staff Counsel and, shortly thereafter, became
General Counsel and Chief Legal Officer. Mr. Krinsk was subsequently promoted to Chief
Operating Officer and General Counsel for the corporation, overseeing and managing in excess
of thirty-five law firms in over sixty countries while fulfilling corporate litigation and
transactional needs. In 1983, Mr. Krinsk relocated to Los Angeles, California, after joining
Guess?, Inc. as its President, assuming a broad array of related legal and operational
responsibilities as its licensing head. Thereafter, Mr. Krinsk was elected Chairman and CEO of
publicly-traded Fabulous Inns of America, conducting complex derivative and securities
litigation on behalf of its shareholders. This substantial business experience has provided an
invaluable perspective in the prosecution of class actions against corporate defendants. Mr.
Krinsk has effectively prosecuted and managed a host of class actions for Finkelstein & Krinsk
over the last twenty-five years.
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FINKELSTEIN & KRINSK LLP ATTORNEYS AT LAW
FINKELSTEIN & KRINSK, LLP
PAGE 3
ASSOCIATES
DAVID J. HARRIS, JR.
David J. Harris, Jr. joined Finkelstein & Krinsk LLP in 2015 and specializes in securities
and consumer class actions. Prior to joining the Firm, Mr. Harris specialized in class action
litigation at another leading plaintiffs’ firm, representing institutional and individual investors in
securities fraud actions nationwide. Mr. Harris was a member of two litigation teams that
recovered over $100 million on behalf of aggrieved investors in mortgage-backed securities class
actions. He was also part of a trial team that recovered $65 million from a healthcare services
company on the eve of trial, in an action alleging securities fraud under the Securities Exchange
Act of 1934. In addition, Mr. Harris achieved a $10 million recovery on behalf of damaged
investors in an oil company that allegedly overstated its oil production prospects in an initial
public offering. Mr. Harris was a member of the appellate team that won a landmark victory
before the United States Supreme Court in Omnicare, Inc. v. Laborers Dist. Council
Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), which shaped and refined
securities issuers’ disclosure obligations under the Securities Act of 1933. He is currently
representing the petitioner in a complex case pending before the California Supreme Court,
which will determine the meaning of “insurance” under California law and the proper application
of the California Insurance Code to risk-related consumer transactions.
Mr. Harris graduated from the Boston University School of Law in 2012. While in law
school, Mr. Harris served as an editor of the Review of Banking & Financial Law, and as a
student-attorney in Boston University’s Criminal Practice Clinic. Mr. Harris was also selected as
a Legal Writing Fellow to assist in teaching first-year law students’ writing courses. Prior to law
school, he worked as an operations analyst and project manager for a leading e-discovery
services provider. Mr. Harris graduated magna cum laude from Rensselaer Polytechnic Institute
in 2006, with a Bachelor of Science degree in Mathematics and a concentration in Operations
Research.
Mr. Harris is admitted to practice in the State of California and in the United States
District Courts for the Northern, Southern, Central, and Eastern Districts of California, and in the
United States District Court for the Western District of Wisconsin.
TRENTON R. KASHIMA
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FINKELSTEIN & KRINSK LLP ATTORNEYS AT LAW
FINKELSTEIN & KRINSK, LLP
PAGE 4
Trenton R. Kashima joined Finkelstein & Krinsk LLP as an associate attorney in 2013
upon graduating from the University of San Diego School of Law. Mr. Kashima currently
specializes in consumer class actions, with a particular emphasis on the false advertising of food
and beverage products. While at Finkelstein & Krinsk LLP, Mr. Kashima lead discovery efforts
in Hahn v. Massage Envy Franchising LLC, 3:12-cv-00153-DMS-BGS (S.D. Cal.). Mr.
Kashima also helped develop Finkelstein & Krinsk LLP’s appellate practice, assisting in briefing
Heckart v. A-1 Self Storage et al., No. S232322 (Cal. 2016) and leading the firm’s efforts in
Wiseley v. Amazon.com Inc., No. 15-56799 (9th Cir. 2015). In addition to practicing law, Mr.
Kashima is currently an Adjunct Professor at the University of San Diego School of Law.
Prior to attending law school, Mr. Kashima was a student at the Maastricht University, in
the Netherlands, where he earned an LL.M. in Globalization and Law. During his time at
Maastricht University, Mr. Kashima was a Dutch National Semi-Finalist in the International
Client Counseling Competition. Mr. Kashima earned his Juris Doctorate from the University of
San Diego School of Law, where he was the Senior Editor of the San Diego Journal of Climate
and Energy Law, an Honor Court Justice, and President of the VICAM (Vis International
Commercial Arbitration Moot) team. During his time at USD School of Law, Mr. Kashima
earned CALI Awards in Agency, Partnership & the LLC, Climate Change Law & Policy, and
Anti-Trust. He also received the 2013 USD Enhancement Award.
Mr. Kashima was admitted to practice in the State of California on November 26, 2013.
Mr. Kashima is also admitted to practice in the United States District Courts for the Northern and
Southern Districts of California, and Ninth Circuit Court of Appeals.
LAUREN R. PRESSER
Lauren R. Presser joined Finkelstein & Krinsk LLP as an associate attorney in 2017. Ms.
Presser currently focuses on consumer class actions. Prior to joining Finkelstein & Krinsk, Ms.
Presser has litigated on behalf of corporations in regards to labor and employment disputes,
intellectual property issues, and real property disputes. During her short time at Finkelstein &
Krinsk LLP, Ms. Presser has lead discovery law and motion efforts in Krinsk v. Monster
Beverage Company, et al., 37-2014-20192-CU-BT-CTL.
Ms. Presser earned her Juris Doctorate from the University of San Diego School of Law,
with a concentration in Business and Corporate law. During her time at USD School of Law,
Ms. Presser successfully litigated a 9th Circuit case against the State of Arizona and a private
company in Castle v. Eurofresh, Inc., 734 F.Supp. 2d 938. Ms. Presser has additionally used her
mastery of six languages to assist in immigration cases pro bono, and was awarded the
Certificate of Merit in Recognition of Service for her pro bono work. Prior to law school, Ms.
Presser helped found a successful private company while obtaining her degree from University
of California, San Diego with Provost Honors.
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FINKELSTEIN & KRINSK LLP ATTORNEYS AT LAW
FINKELSTEIN & KRINSK, LLP
PAGE 5
Ms. Presser was admitted to practice in the State of California on December 3, 2013. Ms.
Presser is also admitted to practice in the United States District Court for the Southern District of
California.
For more information regarding the firm and a list of cases successfully prosecuted by the
firm, please contact:
FINKELSTEIN & KRINSK LLP
Carol L. Grace
Firm Administrator
550 West C Street, Suite 1760
San Diego, California 92101
Tel: 619/238-1333 Fax: 619/238-5425
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ROSEN LAW FIRM BIOGRAPHY 1
THE ROSEN LAW FIRM P.A.
BIOGRAPHY
I. ATTORNEYS
LAURENCE ROSEN - MANAGING PARTNER
Laurence Rosen is a 1988 graduate of New York University School of Law. He earned
an M.B.A. in finance and accounting at the University of Chicago Graduate School of Business
and a B.A. in Economics from Emory University. Mr. Rosen served as a law clerk to the
Honorable Stanley S. Brotman, Senior United States District Judge for the District of New
Jersey. Mr. Rosen entered private practice as an associate at the law firm of Skadden Arps Slate
Meagher & Flom in New York City where he participated in a number of complex securities
class action and derivative litigation matters. He later served as an associate at McCarter &
English in Newark, New Jersey where he specialized in securities and business litigation.
After practicing general securities and commercial litigation in New York City with
Solton Rosen & Balakhovsky LLP, Mr. Rosen founded The Rosen Law Firm to represent
investors exclusively in securities class actions and derivative litigation. Mr. Rosen is admitted
to practice law in New York, California, Florida, New Jersey and the District of Columbia. Mr.
Rosen is also admitted to practice before numerous United States District Courts throughout the
country and the United States Court of Appeals for the Second, Fourth, and Sixth Circuits.
PHILLIP KIM – PARTNER
Mr. Kim graduated from Villanova University School of Law in 2002. He received a
B.A. in Economics from The Johns Hopkins University in Baltimore, Maryland in 1999. Prior to
joining The Rosen Law Firm, Mr. Kim served as Assistant Corporation Counsel for the City of
New York in the Special Federal Litigation Division. In that position, Mr. Kim defended a
number of class action lawsuits, litigated numerous individual actions, and participated in more
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ROSEN LAW FIRM BIOGRAPHY 2
than seven trials. Mr. Kim focuses his practice on securities class actions and shareholder
derivative litigation. Mr. Kim is admitted to the bar of the State of New York and admitted to
practice in the United States District Courts for the Southern District of New York, the Eastern
District of New York and the District of Colorado, and the United States Court of Appeals for
the Second Circuit.
JACOB A. GOLDBERG – PARTNER
Mr. Goldberg is a 1988 graduate of Columbia University. Mr. Goldberg received his
J.D., cum laude, from the Temple University School of Law in 1992. For over 23 years, Mr.
Goldberg has litigated complex cases at the highest levels, championing the rights of investors,
employees and consumers. Mr. Goldberg has recovered over $200 million for investors in
securities class actions. In addition to serving in leadership roles in securities class actions, Mr.
Goldberg has litigated many cases under state corporations laws, against faithless boards of
directors both on behalf of shareholders, in the mergers and acquisitions context, and,
derivatively, on behalf of corporations, to remedy harm to the corporation itself. Mr. Goldberg is
admitted to practice law in the Commonwealth of Pennsylvania, the United States Supreme
Court, the United States Court of Appeals for the Second, Third, Fourth and Sixth Circuits, and
various United States District Courts across the country.
JONATHAN A. SAIDEL – PARTNER
Mr. Saidel has had a long and distinguished career in Pennsylvania politics, as well as in
the roles of attorney, accountant and author. He served as Philadelphia city controller for four
consecutive terms, each time earning reelection by a wide margin, and enacting financial reforms
that have saved taxpayers upwards of $500 million. Later, in 2010 he went on to campaign for
lieutenant governor of Pennsylvania, where he was runner-up to Scott Conklin by only a few
thousand votes out of almost 1 million cast. A Lifelong resident of Northeast Philadelphia, Mr.
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Saidel’s tireless dedication to fiscal discipline reduced the city's tax burden and spurred
economic development. Mr. Saidel also pushed for important business tax incentives and
expanded minority and small business lending, all of which have revitalized the city, helping it
prosper and come back from the brink of bankruptcy in the early 1990's to become one of the
most vibrant cities on the East Coast.
Mr. Saidel’s book, "Philadelphia: A New Urban Direction", is widely considered an
essential guide for effective government and corporate governance and is required reading at
many colleges and universities.
Mr. Saidel received his JD from the Widener University of Law and is a graduate of
Temple University. He is also an adjunct lecturer at the University of Pennsylvania Fels Institute
of Government, and Drexel University's MBA Program. In addition to being a Certified Public
Account, Jonathan is a recipient of the National Association of Local Government Auditor's
Knighton Award, the President's Council on Integrity and Efficiency Award for Excellence,
multiple special project awards from the National Association of Local Government Auditors,
and the "Controller of the Year" award, a peer recognition presented by the Pennsylvania City
Controllers Association.
JOSHUA BAKER – ATTORNEY
Mr. Baker is a graduated from the New York University School of Law in 2013. He
received a B.A. from the University of Maryland in 2009. Prior to joining the Rosen Law Firm,
Mr. Baker practiced complex commercial litigation for a New York firm. He is admitted to
practice in New York, Massachusetts, and United States District Courts for the Eastern and
Southern Districts of New York.
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ROSEN LAW FIRM BIOGRAPHY 4
KEVIN CHAN - ATTORNEY
Mr. Chan graduated from Brooklyn Law School in 2012. He received an A.B. in
Psychology from Harvard University in 2007. Prior to joining the Rosen Law Firm, Mr. Chan
gained substantive experience as an intern with the U.S. Securities and Exchange Commission as
part of its Summer Honors Law Program. He is admitted to practice in the State of New York
and in the United States District Courts for the Eastern and Southern Districts of New York.
JING CHEN - ATTORNEY
Ms. Chen received a Juris Doctor degree from Pace University School of Law in 2011,
Juris Master degree from China University of Political Science and Law in Beijing, China and
B.A. in English Literature and Linguistics from Shandong University in Jinan, China. She is
admitted to practice in New York, New Jersey and China. Prior to joining The Rosen Law Firm,
Ms. Chen practiced corporate law, commercial transactions and arbitration for over two years.
SARA FUKS – ATTORNEY
Ms. Fuks graduated from Fordham University School of Law, cum laude, in February
2005, where she was a member of Fordham Law Review. She received her B.A. in Political
Science, magna cum laude, from New York University in 2001. Ms. Fuks began her practice at
Dewey Ballantine, LLP where she focused on general commercial litigation and then went on to
prosecute numerous ERISA and securities class actions as an associate at Milberg LLP. Ms.
Fuks is admitted to the bar of the State of New York and admitted to practice in the United States
Southern and Eastern District Courts of New York.
GONEN HAKLAY – ATTORNEY
Mr. Haklay graduated from Stanford University School of Law in 1995. He received a
B.A. in Political Science from The University of Massachusetts at Amherst in 1992. After
several years as an associate at a large Philadelphia law firm, Mr. Haklay joined the Philadelphia
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District Attorney’s office. As a prosecutor, he tried over 100 criminal jury cases and handled
both capital and non-capital homicide cases. After 12 years as prosecutor, Mr. Haklay joined a
prominent plaintiffs’ firm where he tried over ten asbestos cases, recovering millions of dollars
for his clients. As a young man, Mr. Haklay served as an infantryman in the Israel Defense
Forces. Mr. Haklay is admitted to the bars of the Commonwealth of Pennsylvania, the State of
New Jersey, the United States District Court for the Eastern District of Pennsylvania, and the
United States Third Circuit Court of Appeals.
LEAH HEIFETZ - ATTORNEY
Ms. Heifetz is a 2009 graduate of Columbia University Law School, and received a B.A.
from the University of Pennsylvania. Ms. Heifetz served as a Law Clerk to the Honorable
Cynthia S. Kern, New York State Supreme Court, New York County. She has extensive
experience in class action litigation, having previously practiced at a large class action firm
representing shareholders in merger and acquisition litigation as well as shareholder derivative
actions. Ms. Heifetz has worked on case teams that secured significant financial recoveries for
stockholders as well as corporate governance reforms in the Delaware Court of Chancery and
other courts throughout the country.
JONATHAN HORNE- ATTORNEY
Mr. Horne is a 2009 graduate of New York University School of Law, where he received
the Lederman/Milbank Law, Economics, and Business fellowship, and holds a B.A. in
Economics & Philosophy from the University of Toronto. Mr. Horne began his practice at Kaye
Scholer LLP. Mr. Horne specializes in securities litigation. He is admitted to practice in New
York and the United States District Courts for the District of Colorado and the Southern and
Eastern Districts of New York. Mr. Horne was named a Super Lawyer – Rising Star for the New
York Metro Area.
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ROSEN LAW FIRM BIOGRAPHY 6
KEITH R. LORENZE – ATTORNEY
Mr. Lorenze graduated from the University of Virginia School of Law in 2002. He
received a B.A. in Political Science & History, summa cum laude, from the State University of
New York at Binghamton, where he was elected to Phi Beta Kappa. Mr. Lorenze served as a
judicial law clerk at both the trial and appellate court levels. Following the completion of his
clerkships, he entered private practice, where he worked at small, mid-sized, and large law firms
in Philadelphia, New York, and Houston. Mr. Lorenze is admitted to practice in the
Commonwealth of Pennsylvania, New York, Texas, and various United States District Courts
around the country.
DANIEL SADEH – ATTORNEY
Mr. Sadeh graduated from the Georgetown University Law Center in 2015. He received
his B.A. from CUNY Queens College in 2012. Mr. Sadeh focuses his practice on securities
litigation. He is admitted to practice in the State of New York.
YU SHI – ATTORNEY
Mr. Shi received his J.D. from Columbia University School of Law in 2011 and his B.A.,
cum laude, from Columbia University in 2008. Prior to joining The Rosen Law Firm, Mr. Shi
served as a Special Assistant Corporation Counsel in the New York City Law Department’s
Economic Development Division, where he worked on business and commercial transactions
involving the City of New York. Mr. Shi focuses his practice on securities litigation. He is
admitted to practice in the State of New York and the United States District Court for the
Southern District of New York.
JONATHAN STERN – ATTORNEY
Mr. Stern graduated from New York University School of Law in May of 2008, where he
was a Development Editor of the Annual Survey of American Law. He received his B.A. in
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Philosophy with Honors from McGill University. Mr. Stern began his practice in the litigation
department of Simpson Thacher & Bartlett LLP, and then went on to practice at the litigation
boutique of Simon & Partners LLP, where he participated in a Federal trial. Mr. Stern is
admitted to the bar of the State of New York and admitted to practice in the United States
Southern and Eastern District Courts of New York.
ERICA STONE- ATTORNEY
Ms. Stone graduated from the Benjamin N. Cardozo School of Law in 2013. She received
her B.A. in Political Science and Communications, cum laude, from the University of
Pennsylvania in 2009. She is admitted to practice in New York, New Jersey, and the United
States District Courts for the Southern District of New York and the District of New Jersey.
CHRISTOPHER S. HINTON – OF COUNSEL
Mr. Hinton is admitted to the bars of the State of New York, the United States District
Court for the Southern District of New York, United States District Court for the Eastern District
of Wisconsin, and the United States District Court for the District of Nebraska. He received a
B.A. degree in Economics and Political Science in 1997, magna cum laude, from Marquette
University, where he was elected to Phi Beta Kappa, and received a J.D. degree, cum laude, from
University of Illinois College of Law at Champaign in 2002. His primary area of practice is
securities and ERISA class action litigation. He co-authored Foreign Investors Serving as Lead
Plaintiffs in U.S.- Based Securities Cases, International Practice Section Newsletter (Association
of Trial Lawyers of America, Washington, D.C.), Winter 2004 and Spring 2005. Mr. Hinton has
been a member of the plaintiffs’ bar since 2003 and has focused on class action litigation.
II. RECENT ACCOMPLISHMENTS OF THE ROSEN LAW FIRM PA
Hayes v. Magnachip Semiconductor Corp., No. 12-CV-1160-JST. The Rosen Law Firm
is currently serving as co-Class Counsel in this certified class action pending in the U.S. District
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Court for Northern District of California. The complaint alleges violations of §§10b and 20(a) of
the Securities Exchange Act arising out of the Company’s issuance of false financial statements.
The parties agreed to a partial settlement of the action for $23.5 million in cash with company
defendants. Plaintiffs secured an additional $6.2 million cash settlement from certain controlling
shareholder defendants—pending Court approval. The total settlement in this case is $29.7
million.
Beck v. Walter Investment Management, No. 14-cv-20880-UU. The Rosen Law Firm
was co-Lead Counsel in this consolidated class action in the U.S. District Court for Southern
District of Florida. The complaint alleged violations of §§10b and 20(a) of the Securities
Exchange Act arising out of the Company concealing its true financial condition. The parties
settled the action for $24 million in cash.
Deering v. Galena Biopharma, Inc., No. 3:14-cv-00367-SI (Partial Settlement). The
Rosen Law Firm is currently serving as co-Lead Counsel in this class action pending in the U.S.
District Court for District of Oregon. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company concealing an undisclosed stock promotion
scheme. The parties have agreed to a partial settlement of the action for $20 million consisting
of $19 million in cash and $1 million in stock.
Yang v. Tibet Pharmaceuticals, Inc., No. 14-cv-3538. The Rosen Law Firm was sole
Lead Counsel in this consolidated class action in the U.S. District Court for the District of New
Jersey. The complaint alleged violations of the Securities Act of 1933 in connection with
material misrepresentations in the Company’s Registration Statement and Prospectus. Plaintiffs
and the underwriters have agreed to settle their claims for $14 million proof of claim in
bankruptcy court. Plaintiffs have also agreed to a $2.075 million settlement with Tibet’s auditor.
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In re Silvercorp Metals, Inc. Securities Litigation, No. 12-CV-9456 (JSR). The Rosen
Law Firm was counsel to lead plaintiff in this consolidated class action in the U.S. District Court
for Southern District of New York. The complaint alleged violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading financial information. The parties agreed to settle this action for $14 million in cash.
Hellum v. Prosper Marketplace, Inc., No. CGC-08-482329. The Rosen Law Firm was
class counsel in this certified class action in California Superior Court, San Francisco County
alleging violations of the Securities Act of 1933 and the California Corporations Code in
connection with defendants’ offer and sale of unregistered securities. Plaintiffs settled this action
for $10 million in cash.
In re Textainer Financial Servs. Corp., No. CGC 05-440303. The Rosen Law Firm was
Co-Lead Counsel in this class action in the California Superior Court, San Francisco County
alleging breach of fiduciary duty in connection with the sale of the assets of six related publicly
traded limited partnerships. After winning the first phase of a multi-phase bench trial, Plaintiffs
obtained a $10 million cash settlement for class members.
Friedman v. Quest Energy Partners LP, et al., No. CIV-08-936-M. The Rosen Law Firm
was sole Lead Counsel on behalf of purchasers of Quest Resource Corporation’s securities in this
consolidated class action filed in the U.S. District Court for the Western District of Oklahoma.
The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out
of the Company’s issuance of materially false and misleading statements in connection with the
Company’s former CEO and CFO misappropriating nearly $10 million. All classes and parties
to this litigation settled this action for $10.1 million in cash.
In re Puda Coal Securities Litigation, No. 11-CV-2598 (DLC) (Partial Settlement). The
Rosen Law Firm is currently serving as co-Lead Counsel in this consolidated class action
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pending in the U.S. District Court for the Southern District of New York. The complaint alleges
violations of the Exchange Act and Securities Act arising out of the Company’s issuance of
materially false and misleading financial statements. The parties agreed to settle Plaintiffs’
claims against the underwriters and certain other defendants for $8.7 million. The case continues
against other defendants.
Hufnagle v. RINO International Corporation, No. CV 10-8695-VBF (VBKx). The Rosen
Law Firm was sole Lead Counsel in this consolidated class action in the U.S. District Court for
the Central District of California. The complaint alleged violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading statements of revenue and earnings. The parties settled this action against the
company and its auditor for a total of $8,685,000 in cash.
In re Montage Technology Group Limited Securities Litigation, No. 3:2014-cv-0722 (SI).
The Rosen Law Firm is currently serving as sole Lead Counsel in this consolidated class action
pending in the U.S. District Court for the Northern District of California. The complaint alleges
violations of §§ 10b and 20(a) of the Securities Exchange Act arising out of the Company’s
issuance of false statements relating to certain undisclosed related party transactions and the
Company’s revenue. The parties agreed to settle this action for $7.25 million pending Court
approval.
Blitz v. AgFeed Industries, No. 3:11-0992. The Rosen Law Firm was co-Lead Counsel
in this consolidated class action in the U.S. District Court for the Middle District of Tennessee.
The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out
of the Company’s issuance of materially false and misleading financial information. The parties
agreed to settle this action for $7 million in cash.
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Cole v. Duoyuan Printing, Inc., No. 10-CV-7325(GBD). The Rosen Law Firm was Co-
Lead Counsel in this class action in the U.S. District Court for the Southern District of New
York. The complaint alleged violations of §§ 11, 12(a)(2), and 15 of the Securities Act of 1933
and §§10b and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of
materially false and misleading statements about the Company’s true financial condition and
adequacy of the Company’s internal controls. Plaintiffs and the issuer defendants agreed to a
partial settlement of $4.3 million cash payment to class members. Plaintiffs and the underwriters
agreed to a separate $1,893,750 cash payment to class members. The total settlement was
$6,193,750 in cash.
In re Nature’s Sunshine Products, Inc. Securities Litigation, No. 2:06-cv-00267-TS-SA.
The Rosen Law Firm was sole Lead Class Counsel in this class action in the U.S. District Court
for the District of Utah. The complaint alleged violations of §§ 10b and 20(a) of the Securities
Exchange Act arising out of the Company’s materially false and misleading statements
concerning its financial statements and business practices. Following the certification of the
class and extensive discovery, Plaintiffs agreed to settle this case for $6 million in cash.
Miller v. Global Geophysical Services, No. 14-CV-708. The Rosen Law Firm was Lead
Counsel in this consolidated class action in the U.S. District Court for Southern of Texas. The
complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act and Sections 11
and 15 of the Securities Act arising out a financial restatement. The parties settled this case for
$5.3 million in cash.
Bensley v. FalconStor Software, Inc., No. 10-CV-4672 (ERK) (CLP). The Rosen Law
Firm was sole Lead Counsel in this consolidated class action in the U.S. District Court for the
Eastern District of New York. The complaint alleged violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and
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misleading statements about the Company’s true financial and business condition. The parties
agreed to settle this action for $5 million in cash.
Berry v. KIOR, Inc., No. 13-CV-2443. The Rosen Law Firm was co-Lead Counsel in
this class action in the U.S. District Court for the Southern District of Texas. The complaint
alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out of the
Company’s issuance of materially false and misleading financial statements. The parties settled
this action for $4.5 million.
In re Entropin, Inc. Securities Litigation, Case No. CV 04-6180-RC. The Rosen Law
Firm was counsel to Plaintiff in this securities class action in the United States District Court for
the Central District of California, and Lead Counsel in the related class action brought in
California state court against Entropin, Inc., a defunct pharmaceutical company. These actions
alleged violations of §§ 10b and 20(a) of the Securities Exchange Act and violations various
state securities laws arising out of allegedly false and misleading statements about the
Company’s lead drug candidate Esterom, respectively. On the eve of trial, Defendants agreed to
settle these cases for a $4.5 million cash payment to class members.
Fitzpatrick v. Uni-Pixel, Inc., No. 13-CV-01649. The Rosen Law Firm was co-Lead
Counsel in this class action pending in the U.S. District Court for the Southern District of Texas.
The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out
of the Company concealing its true financial condition. The parties settled this action for $4.5
million consisting of $2.35 million in cash and $2.15 million in stock.
Munoz v. China Expert Technology, Inc., Case No. 07-CV-10531 (AKH). The Rosen
Law Firm was sole Lead Counsel in this class action in the U.S. District Court for the Southern
District of New York. The complaint alleged violations of §§10b and 20(a) of the Securities
Exchange Act arising out of: (a) the Company’s issuance of materially false statements of
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revenues and earnings; and (b) the Company’s auditors’ issuance of materially false and
misleading “clean” audit opinions. The parties settled this action for $4.2 million cash payment
to class members.
Snellink v. Universal Travel Group, Inc., Case No.11-CV-2164. The Rosen Law Firm
was sole Lead Counsel in this class action in the U.S. District Court for the District of New
Jersey. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act
arising the issuance of false statements concerning the Company’s true financial condition. The
parties settled this action for $4.075 million.
Stanger v. China Electric Motor, Inc., Case no. CV 11-2794-R (AGRx). The Rosen Law
Firm was sole Lead Counsel in this class action in the U.S. District Court for the Central District
of California. The complaint alleged violations of §§ 11, 12(a)(2), and 15 of the Securities Act
of 1933 in connection with the Company’s $22.5 million initial public offering. The parties
settled this action for $3,778,333.33 in cash.
In re IsoRay, Inc. Securities Litigation, No. 15-cv-5046-LRD. The Rosen Law Firm was
co-Lead Counsel in this consolidated class action in the U.S. District Court for Eastern District
of Washington. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange
Act arising out of the Company misstating certain study results relating to the Company’s
products. The parties settled this action for $3,537,500 in cash.
Rose v. Deer Consumer Products, Inc., No. CV11-3701 –DMG (MRWx). The Rosen
Law Firm was sole Lead Counsel in this class action pending in the U.S. District Court for the
Central District of California. The complaint alleged violations of §§10b and 20(a) of the
Securities Exchange Act arising from the issuance of false statements concerning the Company’s
true financial condition. Plaintiffs settled their claims against Deer and its auditor through two
settlements totaling $3.55 million in cash.
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In re L&L Energy, Inc. Securities Litigation, No. 13-CV-6704 (RA). The Rosen Law
Firm was co-Lead Counsel in this class action in the U.S. District Court for the Southern District
of New York. The complaint alleged violations of §§ 10b and 20(a) of the Securities Exchange
Act arising out of the Company’s issuance of false financial statements. The parties settled this
action for $3.5 million in cash.
Sood v. Catalyst Pharmaceutical Partners, Inc., No. 13-CV-23878-UU. The Rosen Law
Firm was sole lead counsel in this class action filed in the U.S. District Court for the Southern
District of Florida. The complaint alleged that the Company failed to disclose material facts
about its primary drug candidate. The parties settled this action for $3.5 million in cash.
Cheung v. Keyuan Petrochemicals, Inc., No. 13-cv-6057 (PAC). The Rosen Law firm
was sole Lead Counsel in this class action in the U.S. District Court for the Southern District of
New York. The complaint alleged violations of §§ 10b and 20(a) of the Securities Exchange Act
of 1934 in connection with the Company’s failure to disclose material related party transactions
in periodic reports it filed with the SEC. The parties settled this action for $2.65 million in cash.
Separately, in the related case Omanoff v. Patrizio & Zhao LLC, No. 2:14-cv-723-FSH-JBC, The
Rosen Law Firm was sole lead counsel in this class action in the U.S. District Court for the
District of New Jersey. The complaint alleged that Patrizio & Zhao, LLC, as auditor for Keyuan
Petrochemicals, Inc., issued materially false and misleading audit opinions. The parties have
settled this action for $850,000 in cash. The total recovery for Keyuan investors was $3.5
million.
In re StockerYale, Inc. Securities Litigation, Case No. 1:05-cv-00177. The Rosen Law
Firm served as sole Lead Counsel in this consolidated class action in the U.S. District Court for
the District of New Hampshire. The complaint alleged violations of §§ 10b, 20(a) and 20A of
the Securities Exchange Act arising out of the issuance of allegedly false and misleading press
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releases regarding certain contracts the Company claimed to have signed. Plaintiffs settled this
class action for $3.4 million cash payment to class members.
Mallozzi v. Industrial Enterprises of America, Inc., Case No. 07-CV-10321 (GBD). The
Rosen Law Firm was Co-Lead Counsel in this class action in the U.S. District Court for the
Southern District of New York. The complaint alleged violations of §§ 10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading statements of revenues and earnings. During the pendency of the Company’s
bankruptcy, the parties settled this class action for $3.4 million in cash.
Napoli v. Ampio Pharmaceuticals, Inc., CV-3474-TJH. The Rosen Law Firm is currently
serving as sole Lead Counsel in this class action pending in the U.S. District Court for the
Central District of California. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false statements
regarding the clinical testing of one its products. The parties have agreed to settle this action for
$3.4 million in cash, pending court approval.
Kelsey v. Textura Corporation, No. 14 C 7837. The Rosen Law Firm is currently serving
as Lead Counsel in this class action pending in the U.S. District Court for Northern District of
Illinois. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act
arising out allegations that the Company misstated its true financial condition. The parties agreed
to settle this action for $3.3 million pending Court approval.
Ding v. Roka Bioscience, Inc., No. 14-8020 (FLW). The Rosen Law Firm was sole Lead
Counsel in this class action in the U.S. District Court for District of New Jersey. The complaint
alleges violations of §§11 and 15 of the Securities Act arising out of the Company’s issuance of
materially false and misleading business information. The parties agreed to settle this case for
$3.275 million in cash.
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Meruelo Capital Partners 2, LLC et al. v. Wedbush Morgan Securities, Inc., Case no. BC
352498. The Rosen Law Firm was co-counsel to plaintiffs in this action brought in California
Superior Court, Los Angeles County for violations of the California State securities laws against
the securities issuer and broker-dealer in connection with the sale of $2.5 million worth of
securities. On the eve of trial, plaintiffs settled the claims against the issuer for a cash payment
of $1 million. Following an eight day jury trial, Plaintiffs obtained a jury verdict in their favor
and against the underwriter for over $2.2 million (which included prejudgment interest). In sum,
plaintiffs recovered over $3.2 million, which represented 100% of plaintiffs’ principal
investment of $2.5 million and over $700,000 in prejudgment interest. The verdict was affirmed
by the California 2nd District Court of Appeal.
Ray v. TierOne Corporation, Case No. 10CV199. The Rosen Law Firm was sole Lead
Counsel in this class action brought in the U.S. District Court for the District of Nebraska. The
complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out of the
Company’s issuance of materially false and misleading statements of earnings and the
Company’s banking operations and business. The parties settled this action for $3.1 million in
cash.
Van Wingerden v. Cadiz, Inc., No. CV-15-3080-JAK-JEM. The Rosen Law Firm was
co-Lead Counsel in this class action in the U.S. District Court for Central District of California.
The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out
of the Company’s issuance of materially false and misleading financial statements. The parties
settled this action for $3 million in cash.
Pham v. China Finance Online Co. Limited, No. CV 15-CV-7894 (RMB). The Rosen
Law Firm was sole Lead Counsel in this consolidated class action in the U.S. District Court for
Southern District of New York. The complaint alleged violations of §§10b and 20(a) of the
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Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading financial statements. The parties settled this action for $3 million in cash.
In re Skilled Healthcare Group, Inc. Securities Litigation, Case No. 2:09-CV-5416-DOC
(RZx). The Rosen Law Firm was Co-Lead Counsel in this class action in the U.S. District Court
for the Central District of California. The complaint alleged violations of the §§ 11, 12(a)(2),
and 15 of the Securities Act of 1933 and §§10b and 20(a) of the Securities Exchange Act arising
out of the Company’s issuance of materially false and misleading statements of revenue and
earnings. Plaintiffs settled this action for $3 million in cash.
Abrams v. MiMedx Group, Inc., No. 1:13-cv-03074-TWT. The Rosen Law Firm was
sole Lead Counsel in this consolidated class action in the U.S. District Court for the Northern
District of Georgia. The complaint alleged violations of §§ 10b and 20(a) of the Securities
Exchange Act arising out of the Company’s issuance of false statements relating the regulatory
compliance of its products. The parties settled this action for $2.979 million.
Madden v. Pegasus Communications Corp, Case No. 2:05-cv-0568. The Rosen Law
Firm was sole Lead Counsel in this class action in the U.S. District Court for the Eastern District
of Pennsylvania. The action alleged violations of §§ 10b and 20(a) of the Securities Exchange
Act arising out of the issuance of allegedly false and misleading statements concerning the
Company’s direct broadcast satellite agreement with DirecTV and the Company’s reported
subscriber growth and totals. Plaintiffs settled this action for a $2.95 million cash payment to
class members.
Gauquie v. Albany Molecular Research, No. 14-CV-6637 (FB) (SMG). The Rosen Law
Firm is currently serving as sole Lead Counsel in this class action pending in the U.S. District
Court for the Eastern District of New York. The complaint alleges violation of §10b and 20(a)
of the Securities Exchange Act out of the Company’s misstatements about its true financial
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condition and prospects. The parties have agreed to settle this action for $2.868 million, pending
court approval.
In re Lihua International, Inc. Sec. Litig., No. 14-CV-5037 (RA). The Rosen Law Firm is
currently serving as sole Lead Counsel in this class action pending in the U.S. District Court for
the Southern District of New York. The complaint alleges violations of the Securities Exchange
Act of 1934 in connection with the Company’s issuance of materially false and misleading
financial statements. The collective settlement of the class action and consolidated derivative
actions are $2.865 million, pending court approval.
In re TVIA, Inc. Securities Litigation, Case No. C-06-06403-RMW. The Rosen Law
Firm was sole Lead Counsel in this consolidated class action in the U.S. District Court for the
Northern District of California. The complaint alleged violations of §§ 10b, 20(a), 20A of the
Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading financial statements by virtue of the Company improper recognition of revenues in
violation of GAAP. Plaintiffs settled this action for a $2.85 million cash payment to class
members.
Vaccaro v. New Source Energy Partners LP, No. 15-CV-8954 (KMW). The Rosen Law
Firm is currently serving as co-Lead Counsel in this class action pending in the U.S. District
Court for Southern District of New York. The complaint alleges violations of §§11 and 15 of the
Securities Act arising out of the company’s issuance of materially false and misleading business
information. The parties have agreed to settle this action for $2.85 million, pending Court
approval.
Zagami v. Natural Health Trends Corp., et al., Case No. 3:06-CV-1654-D. The Rosen
Law Firm served as sole Lead Counsel in this class action in the U.S. District Court for the
Northern District of Texas. The complaint alleged violations of § 10b and 20(a) of the Securities
Case 3:17-cv-00146-VLB Document 59-10 Filed 10/03/17 Page 18 of 40
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Exchange Act arising out of the Company’s issuance of materially false and misleading financial
statements in violation of GAAP. Plaintiffs settled this case for $2.75 million cash payment to
class members.
Romero v. Growlife, Inc., Case No. 2:14-cv-03015-CAS (JEMx). The Rosen Law Firm
was sole Lead Counsel in this consolidated class action in the U.S. District Court for the Central
District of California. The complaint alleged violations of §§10b and 20(a) of the Securities
Exchange Act arising the issuance of false statements concerning the Company’s true financial
condition. The parties settled this action for total consideration of $2.7 million, comprised of
$700,000 in cash and $2 million in stock.
Nguyen v. Radient Pharmaceuticals Corporation, Case No. CV11-0405-DOC (MLGx).
The Rosen Law Firm was sole Lead Counsel in this class in the U.S. District Court for the
Central District of California. The complaint alleged violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the issuance of false statements concerning the
Company’s clinical trial involving its principal product. The parties agreed to settle this action
for $2.5 million in cash.
In re Robert T. Harvey Securities Litigation, Case No. SA CV-04-0876 DOC (PJWx).
The Rosen Law Firm served as Co-Lead Counsel in this class action in the U.S. District Court
for the Central District of California and the related California state court class actions. This
action alleged violations of §§ 10b and 20(a) of the Securities Exchange Act arising out of the
sale of partnership interests that corresponded to the securities of Chaparral Network Storage and
AirPrime, Inc., n/.k/a Sierra Wireless, Inc. Plaintiffs settled this and the related state court
actions for an aggregate $2.485 million cash payment to class members.
In re China Education Alliance, Inc. Securities Litigation, No. C 10-9239-CAS (JCx).
The Rosen Law Firm was sole Lead Counsel in this consolidated class in the U.S. District Court
Case 3:17-cv-00146-VLB Document 59-10 Filed 10/03/17 Page 19 of 40
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for the Central District of California. The complaint alleges violations of §§10b and 20(a) of the
Exchange Act arising out of the Company’s issuance of materially false and misleading
statements of revenue and earnings. The parties settled this action for $2.425 million in cash.
Kubala v. SkyPeople Fruit Juice, No. 11-CV-2700 (PKC). The Rosen Law Firm was sole
Lead Counsel in this consolidated class action in the U.S. District Court for the Southern District
of New York. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange
Act out of the Company’s failure to disclose material related party transactions that rendered the
Company’s financial statements false. The parties agreed to settle this action for $2.2 million in
cash.
Tapia-Matos v. Caesarstone Sdot-Yam Ltd., No. 15-CV-6726 (JMF). The Rosen Law
Firm is currently serving as co-Lead Counsel in this class action pending in the U.S. District
Court for Southern District of New York. The complaint alleges violations of §§10b and 20(a)
of the Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading statements about the Company’s true financial condition and business prospects. The
parties agreed to settle this action for $2.2 million in cash.
In re Fuwei Films Securities Litigation, Case no. 07-CV-9416 (RJS). The Rosen Law
Firm was sole Lead Counsel in this consolidated class action in the U.S. District Court for the
Southern District of New York. The complaint alleged violations of §§ 11, 12(a)(2), and 15 of
the Securities Act of 1933 in connection with material misrepresentations in the Company’s
Registration Statement and Prospectus in connection with the Company’s $35 million IPO. The
parties settled this action for $2.15 million cash payment to class members.
Snellink v. Gulf Resources, Inc., No.CV11-3722-ODW (MRWx). The Rosen Law Firm
was co-Lead Counsel in this class action in the U.S. District Court for the Central District of
California. The complaint alleged violations of §§ 10b and 20(a) of the Securities Exchange Act
Case 3:17-cv-00146-VLB Document 59-10 Filed 10/03/17 Page 20 of 40
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arising out of the Company’s failure to disclose the related party nature of certain transactions,
and the Company’s issuance of false financial statements. The parties agreed to settle this action
for $2.125 million in cash.
Crandall v. PTC Inc., No. 16-cv-10471-WGY. The Rosen Law Firm is Lead Counsel in
this class action pending the U.S. District Court for District of Massachusetts. The complaint
alleges violations of §§10b and 20(a) of the Securities Exchange Act and certain violations of the
Securities Act arising out of the Company’s issuance of materially false and misleading
statements about the Company’s true financial condition. The parties have agreed to settle this
action for $2.1 million in cash, pending court approval.
In re DS Healthcare Group, Inc. Sec. Litig., No. 16-60661-CIV-DIMITROULEAS. The
Rosen Law Firm is currently serving as sole Lead Counsel in this class action pending in the
U.S. District Court for the Southern District of Florida. The complaint alleges violations of
§§10b and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of
materially false and misleading business information. The parties have agreed to settle this
action for $2.1 million in cash, pending court approval.
Henning v. Orient Paper, Inc., No. CV 10-5887-VBF (AJWx). The Rosen Law Firm was
sole Lead Counsel in this class action in the U.S. District Court for the Central District of
California. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act
and certain violations of the Securities Act arising out of the Company’s issuance of materially
false and misleading statements about the Company’s true financial condition and business
prospects. The parties settled this action for $2 million in cash.
Pena v. iBio, Inc., 14-CV-1343-RGA. The Rosen Law Firm was sole Lead Counsel in
this class action in the U.S. District Court for the District of Delaware. The complaint alleged
violations of §§10b and 20(a) of the Securities Exchange Act arising out misstatements and
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omissions relating to the Company’s purported involvement with an Ebola treatment. The
parties settled this action for $1.875 million in cash.
Campton v. Ignite Restaurant Group, Inc., No. 12-CV-2196. The Rosen Law Firm was
sole Lead Counsel in this class action in the U.S. District Court for the Southern District of
Texas. The complaint alleged violations of the Securities Act of 1933 in connection with
material misrepresentations in the Company’s Registration Statement and Prospectus issued for
the company’s IPO. The parties settled this action for $1.8 million in cash.
Petrie v. Electronic Game Card, Inc., No. SACV 10-0252-DOC (RNBx). The Rosen
Law Firm was sole Lead Counsel in this class action in the United States District Court for the
Central District of California. Following dismissal of the complaint by the district court, the
Rosen Firm obtained a reversal of the dismissal from U.S. Court of Appeals for the Ninth
Circuit. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act
arising out of the Company’s issuance of materially false and misleading financial statements in
violation of Generally Accepted Accounting Principles and the Company’s publicly stated
internal policies. The parties settled this case for $1.755 million in cash.
Hayden v. Wang, et al., No. Civ. 518333. The Rosen Law Firm was sole lead counsel in
this class action in the California Superior Court of San Mateo County brought on behalf of
purchasers of Worldwide Energy & Manufacturing USA, Inc. common stock in two private
placements. The Complaint alleged that the offering documents were materially false. The
parties settled this action for $1,615,000 in cash.
Burritt v. Nutracea, Inc., Case No.CV-09-00406-PHX-FJM. The Rosen Law Firm was
sole Lead Counsel in this consolidated class action in the U.S. District Court for the District of
Arizona. This action alleged violations of §§ 10b and 20(a) of the Securities Exchange Act of
1934 and the Arizona securities laws in connection with the Company’s issuance of materially
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false and misleading statements of earnings and revenues. During the pendency of the
Company’s bankruptcy, Plaintiffs settled this action for $1.5 million in cash and a remainder
interest of 50% of the issuer’s directors’ and officers’ liability insurance policy.
Press v. Delstaff LLC, No. MSC 09-01051. The Rosen Law Firm was sole Lead Counsel
in this class action in the California Superior Court for Contra Costa County, brought in
connection with a “going private” transaction valued at $1.25/share for the 6.4 million shares
implicated in the transaction. The parties settled this action for $1,642,500 in additional
compensation to shareholders.
In re Lightinthebox Holding Co., Ltd., 13-CV-6016 (PKC). The Rosen Law Firm was
sole Lead Counsel in this class action in the U.S. District Court for Southern District of New
York. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act
arising out of the Company concealing its true financial condition. The parties agreed to settle
this action for $1.55 million in cash.
Pankowski v. BlueNRGY Group Ltd, f/k/a CBD Energy Ltd., No. 4:15-cv-1668. The
Rosen Law Firm is currently serving as sole Lead Counsel in this class action pending in the
U.S. District Court for the Southern District of Texas. The complaint alleges violations Securities
Act and Exchange Act arising out of the Company’s issuance of materially false financial
statements. The parties have agreed to settle this action for $1.5 million in cash, pending court
approval.
Guimetla v. Ambow Education Holding Ltd., No. CV-12-5062-PSG (AJWx). The Rosen
Law Firm was sole Lead Counsel in this class action filed in the U.S. District Court for the
Central District of California. The complaint alleged violations of the Securities Exchange Act
of 1934 in connection with the Company’s issuance of materially false and misleading financial
statements. The parties agreed to settle this action for $1.5 million.
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Lee v. Active Power, Inc., No. l:13-cv-00797. The Rosen Law Firm was sole Lead
Counsel in this class action in the U.S. District Court for the Western District of Texas. The
complaint alleged violations of §§ 10b and 20(a) of the Securities Exchange Act arising out of
the Company’s issuance of false statements relating to a purported distribution agreement with a
major information technology provider. The parties agreed to settle this action for $1.5 million.
In re Northfield Laboratories, Inc. Securities Litigation, Case No. 06 C 1493. The Rosen
Law Firm was sole Lead Counsel in this consolidated class action in the U.S. District Court for
the Northern District of Illinois. The complaint alleged violations of §§ 10b and 20(a) of the
Securities Exchange Act arising out of the Company’s materially false and misleading statements
concerning its PolyHeme blood substitute product and business prospects. Following extensive
class discovery and litigation activity in bankruptcy court, the parties agreed to settle this action
for $1.5 million in cash.
In re PartsBase.com, Inc. Securities Litigation, Case No. 01-8319. The Rosen Law Firm
was Co-Lead Counsel in this class action in the U.S. District Court for the Southern District of
Florida. The action arose from a $45.5 million initial public offering of common stock by the
defendant issuer and a syndicate of underwriters including Roth Capital Partners and PMG
Capital Corp. Plaintiffs settled this action for $1.5 million in cash.
Vandevelde v. China Natural Gas, Inc., No. 10-728-SLR. The Rosen Law Firm was sole
Lead Counsel in the class action pending in the U.S. District Court for the District of Delaware.
The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out
of the issuance of materially false and misleading financial statements. Plaintiffs settled this
action for $1.5 million in cash.
Simmons v. FAB Universal Corp., No. 13-CV-8216 (RWS). The Rosen Law Firm was
co-Lead Counsel in this consolidated class action in the U.S. District Court for Southern District
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of New York. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange
Act arising out of the Company concealing its true financial condition. The parties agreed to
settle this action for $1.5 million in cash.
In re Empyrean Bioscience Securities Litigation, Case No. 1:02CV1439. This class
action in which the Rosen Law Firm was sole Lead Counsel was filed in the U.S. District Court
for the Northern District of Ohio. The action alleged violations of §§10b and 20(a) of the
Securities Exchange Act based on misrepresentations in defendants’ SEC filings and press
releases concerning the clinical testing of the Company’s GEDA Plus microbicide gel. After the
court denied defendants’ motion to dismiss the complaint, the parties briefed the issue of whether
the securities were traded in an efficient market. Prior to a decision on market efficiency,
Plaintiffs settled the case for a $1.4 million payment to class members.
Balon v. Agria, Inc., No. 16-8376 (SDW). The Rosen Law Firm is currently serving as
sole Lead Counsel in this class action pending in the U.S. District Court for the District of New
Jersey. The complaint alleges violation of §10b and 20(a) of the Securities Exchange Act out of
the Company’s manipulation of its stock price. The parties have agreed to settle this case for
$1.3 million payment to class members, pending Court approval.
In re Himax Technologies, Inc. Securities Litigation, Case No. C 07-4891-DDP. The
Rosen Law Firm served as Co-Lead Counsel in this consolidated class action in the U.S. District
Court for the Central District of California, Western Division. The complaint alleged violations
of §§ 11 and 15 of the Securities Act arising out of the Company’s IPO. Plaintiffs agreed to
settle this case for $1.2 million cash payment to class members.
In re Flight Safety Technologies, Inc. Securities Litigation, Case No. 3:04-cv-1175. The
Rosen Law Firm was sole Lead Counsel in this consolidated class action in the U.S. District
Court for the District of Connecticut. The action alleged violations of §§ 10b and 20(a) of the
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Securities Exchange Act arising out of the defendants alleged failure to disclose material adverse
information concerning the Company’s products under development and misrepresenting the
amount of time it would take to commercialize the products. Plaintiffs settled the case for a $1.2
million cash payment to class members.
In re: M.H. Meyerson & Co. Securities Litigation, Case No. 02-CV-2724. This class
action, in which the Rosen Law Firm was sole Lead Counsel, was filed in U.S. District Court for
District of New Jersey. The complaint alleged violations of §§10b and 20(a) of the Securities
Exchange Act based on allegedly false and misleading SEC filings related to the planned launch
of an online brokerage business, and other material misrepresentations, which allegedly inflated
the price of Meyerson stock during the class period. Plaintiffs settled the case for a $1.2 million
payment to class members.
In re OPUS360 Corp. Securities Litigation, Case No. 01-Civ-2938. The Rosen Law Firm
was Co-Lead Counsel for this action brought in the Southern District of New York alleging
violations of the federal securities laws arising from a $75.0 million initial public offering of
common stock by the defendant issuer and a syndicate of underwriters including JP Morgan and
Robertson Stephens, Inc. The Court certified the action as a class action and approved a final
settlement.
Ansell v. National Lampoon, Inc., Case No. CV10-9292-PA (AGRx). The Rosen Law
Firm was sole Lead Counsel in this class action in the U.S. District Court for the Central District
of California. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange
Act arising out of a market manipulation scheme involving National Lampoon’s common stock.
The parties agreed to settle this action for $1 million in cash.
Garcia v. Lentuo International, Inc., CV-15-1862-MWF (MRWx). The Rosen Law Firm
was sole Lead Counsel in this class action in the U.S. District Court for the Central District of
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California. The complaint alleged violations of the Exchange Act arising out of the Company’s
issuance of materially false and misleading financial statements. The parties settled this action
for $1 million in cash.
Fouladian v. Busybox.com, Inc., Case No. BC 248048. The Rosen Law Firm was Co-
Lead Counsel in this class action brought in California Superior Court, Los Angeles County.
The action arose from a $12.8 million initial public offering of securities by the defendant issuer
and underwriter. California and federal securities laws claims (Cal. Corp. Code §25401 and §11
of 1933 Act) were brought on behalf of a nationwide class of public offering investors. The
Court approved a $1.0 million cash settlement to a nationwide class of investors.
Springer v. Code Rebel Corp., No. 16-cv-3492 (AJN). The Rosen Law Firm is currently
serving as co-Lead Counsel in this class action pending in the U.S. District Court for the
Southern District of New York. The complaint alleges violations of the Exchange Act in
connection with the Company’s issuance of materially false and misleading financial statements.
Following the bankruptcy of the Company, the parties have agreed to settle this action for $1
million, pending Court approval.
Singh v. Tri-Tech Holding, Inc., No. 13-CV-9031 (KMW). The Rosen Law Firm was
co-Lead Counsel in this class action in the U.S. District Court for Southern District of New
York. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act
arising out of the Company concealing its true financial condition. The parties settled this action
for $975,000 in cash.
Howard v. Chanticleer Holdings, Inc.., No. 12-CV-81123-JIC. The Rosen Law Firm was
sole Lead Counsel in this class action in the U.S. District Court for the Southern District of
Florida. The complaint alleged violations of the Securities Act of 1933 in connection with
material misrepresentations in the Company’s Registration Statement and Prospectus issued for
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the Company’s public offering of common stock and warrants. The parties agreed to settle this
action for $850,000 in cash.
Pollock v. China Ceramics Co. Ltd, No. 1:14-cv-4100 (VSB). The Rosen Law Firm was
co-Lead Counsel in this consolidated class action in the U.S. District Court for Southern District
of New York. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange
Act arising out of the Company’s lack of internal controls. The parties settled this action for
$850,000, consisting of $310,000 in cash and $540,000 in stock.
Katz v. China Century Dragon Media, Inc., Case no. CV 11-02769 JAK (SSx). The
Rosen Law Firm is currently serving as sole Lead Counsel in this class action pending in the
U.S. District Court for the Central District of California. The complaint alleges violations of §§
11, 12(a)(2), and 15 of the Securities Act of 1933 and §§10b and 20(a) of the Securities
Exchange Act arising out of the Company’s issuance of materially false and misleading financial
statements. Following entry of default against the issuer and certification of the class, the non-
issuer defendants and Plaintiffs have preliminarily agreed to resolve the claims against the non-
issuer defendants for $778,333.33, subject to court approval.
In re China Intelligent Lighting and Electronics, Inc. Securities Litigation, No. 2:11-CV-
02768 PSG (SSx). The Rosen Law Firm was co-Lead Counsel in this consolidated class action
in the U.S. District Court for the Central District of California. The complaint alleged violations
of §§ 11, 12(a)(2), and 15 of the Securities Act of 1933 and §§10b and 20(a) of the Securities
Exchange Act arising out of the Company’s issuance of materially false and misleading financial
statements. The parties agreed to partially settle this action for $631,600 in cash. A default
judgment was obtained against the issuer.
Gianoukas v. Tullio and Riiska, Case No. 02CC18223. The Rosen Law Firm was lead
counsel to a group of twenty-one plaintiffs that brought claims of fraud and negligent
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misrepresentation in California Superior Court, Orange County against the former Chief
Executive and Chief Financial Officers of a publicly traded software company, NQL Inc. The
complaint alleged that the officers issued a series of false and misleading press releases
concerning the business of NQL for the purpose of inducing the purchase and retention of NQL
securities. Plaintiffs settled the action favorably for a confidential amount.
The BoxLot Company v. InfoSpace, Inc., Case No. GIC 779231. The Rosen Law Firm
was plaintiff’s counsel for this action filed in California Superior Court, San Diego County
which arose from the aborted merger agreement and ultimate sale of The BoxLot Company’s
assets to InfoSpace. The action alleged violations of California securities laws (Cal. Corp. Code
§25400 & §25401) and common laws and sought damages of $92.8 million from InfoSpace and
its CEO, Naveen Jain. The case settled favorably for plaintiffs for a confidential amount.
Scalfani v. Misonix Inc., No. 16-cv-5215 (ADS) (AKT). The Rosen Law Firm is
currently serving as sole Lead Counsel in this class action pending in the U.S. District Court for
the Eastern District of New York. The complaint alleges violations of §§ 10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of false financial statements.
The parties have agreed to settle this action for $500,000, pending Court approval.
Teague v. Alternate Energy Holdings, Inc., No. 10-CV-634-BLW. The Rosen Law Firm
was sole Lead Counsel in this class action in the U.S. District Court for the District of Idaho.
The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out
of the Company’s issuance of materially false and misleading financial statements and business
condition. The parties settled this action for $450,000.
Huttenstine v. Mast, Case No. 4:05-cv-152 F(3). The Rosen Law Firm is currently
serving as sole Lead Counsel in this class action pending in the U.S. District Court for the
Eastern District of North Carolina. The complaint alleges violations of §§10b and 20(a) of the
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Securities Exchange Act arising out of the Company’s material misstatements and omissions
concerning the nature of certain sales contracts it had entered into. Plaintiffs have preliminarily
agreed to settle this action for a $425,000 cash payment to class members.
Kinzinger v. Paradigm Medical Industries, Inc., Case No. 03-0922608. The Rosen Law
Firm served as sole Lead Counsel in this class action filed in Utah state court alleged violations
of the Utah Securities Act against Paradigm Medical arising out of false and misleading
statements made to investors in a $5.0 million private placement of securities. The court
approved a $625,000 settlement on behalf of the private placement purchasers.
III. SECURITIES CLASS ACTIONS IN WHICH THE ROSEN LAW FIRM P.A. IS CURRENTLY
LEAD COUNSEL
In re Puda Coal Securities Litigation, No. 11-CV-2598 (DLC). The Rosen Law Firm is
currently serving as co-Lead Counsel in this consolidated class action pending in the U.S.
District Court for the Southern District of New York. The complaint alleges violations of the
Exchange Act and Securities Act arising out of the Company’s issuance of materially false and
misleading financial statements. The class is certified and this action is in discovery.
Meyer v. Concordia International Corp., No. 16-cv-6467 (RMB). The Rosen Law Firm is
currently serving as sole Lead Counsel in this class action pending in the U.S. District Court for
the Southern District of New York. The complaint alleges violations of the Securities Exchange
Act of 1934 in connection with the Company’s issuance of materially false and misleading
business information. This action is in discovery.
Luo v. Qiao Xing Universal Resources, Inc., No. 12-45-WAL-GWC. The Rosen Law
Firm is currently serving as sole Lead Counsel in this consolidated class action pending in the
U.S. District Court of the Virgin Islands, St. Croix Division. The complaint alleges violations of
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the Exchange Act in connection with the Company’s issuance of materially false and misleading
financial statements. The action is at the pleading stage.
Lechner v. InfuSystem Holdings, Inc., 16-cv-8295-ODW. The Rosen Law Firm is
currently serving as sole Lead Counsel in this class action pending in the U.S. District Court for
the Central District of California. The complaint alleges violations of the Exchange Act in
connection with the Company’s issuance of materially false and misleading financial statements.
This action is at the pleading stage.
Chan v. New Oriental Education & Technology Group Inc., No. 16-CV-9279-KSH. The
Rosen Law Firm is currently serving as co-Lead Counsel in this class action pending in the U.S.
District Court for the District of New Jersey. The complaint alleges violations of the Exchange
Act in connection with the Company’s issuance of materially false and misleading financial
statements. This action is at the pleading stage.
Anshen v. Facebook, Inc., No. 17-cv-679. The Rosen Law Firm is currently serving as
co-Lead Counsel in this class action pending in the U.S. District Court for the Central District of
California. The complaint alleges violations of the Exchange Act in connection with the
Company’s issuance of materially false and misleading business information. This action is at
the pleading stage.
Pepicelli v. Innocoll Holdings Public Ltd., No. 17-341. The Rosen Law Firm is currently
serving as sole Lead Counsel in this class action pending in the U.S. District Court for the
Eastern District of Pennsylvania. The complaint alleges violations of the Exchange Act in
connection with the Company’s issuance of materially false and misleading business
information. This action is at the pleading stage.
In re Stemline Therapeutics, Inc. Securities Litigation, 17-cv-832 (PAC). The Rosen
Law Firm is currently serving as co-Lead Counsel in this class action pending in the U.S. District
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Court for the Southern District of New York. The complaint alleges violations of the Exchange
Act in connection with the Company’s issuance of materially false and misleading financial
statements. This action is at the pleading stage.
Nguyen v. Endologix, Inc., No. 17-CV-17-AB. The Rosen Law Firm is currently serving
as sole Lead Counsel in this class action pending in the U.S. District Court for the Central
District of California. The complaint alleges violations of the Exchange Act in connection with
the Company’s issuance of materially false and misleading financial statements. This action is at
the pleading stage.
Youngers v. Virtus Investment Partners, Inc., No. CV-15-8262 (WHP). The Rosen Law
Firm is currently serving as sole Lead Counsel in this class action pending in the U.S. District
Court for the Southern District of New York. The complaint alleges violations of the Exchange
Act and Securities Action in connection with the Company’s issuance of materially false and
misleading financial statements to investors in the Company’s Virtus AlphaSector Mutual Funds.
This action is in discovery.
In re Poseidon Concepts Securities Litigation, No. 13-CV-1213 (DLC). The Rosen Law
Firm is currently serving as sole Lead Counsel in this class action pending in the U.S. District
Court for the Southern District of New York. The complaint alleges violations of §§ 10b and
20(a) of the Securities Exchange Act arising out of the Company’s issuance of false financial
statements. This action is at the pleading stage.
Deering v. Galena Biopharma, Inc., No. 3:14-cv-00367-SI. The Rosen Law Firm is
currently serving as co-Lead Counsel in this class action pending in the U.S. District Court for
District of Oregon. The complaint alleges violations of §§10b and 20(a) of the Securities
Exchange Act arising out of the Company concealing an undisclosed stock promotion scheme.
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A partial settlement for $20 million was reached with certain defendants, pending Court
approval. The case proceeds against other defendants.
In re Forcefield Energy, Inc. Securities Litigation, No. 15-cv-3020 (NRB). The Rosen
Law Firm is currently serving as Lead Counsel in this class action pending in the U.S. District
Court for Southern District of New York. The complaint alleges violations of §§10b and 20(a)
of the Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading information. The case is in discovery.
In re Silver Wheaton Corp. Securities Litigation, No. 15-cv-5146-CAS. The Rosen Law
Firm is currently serving as sole Lead Counsel in this certified class action pending in the U.S.
District Court for the Central District of California. The complaint alleges violations of §§10b
and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of materially
false and misleading financial statements. This action is in discovery.
In re Akari Therapeutics PLC Securities Litigation, No. 17-cv-3577 (KPF). The Rosen
Law Firm is currently serving as sole Lead Counsel in this class action pending in the U.S.
District Court for the Southern District of New York. The complaint alleges violations of §§10b
and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of materially
false and misleading statements about the results of a clinical study. This action is at the
pleading stage.
In re Mazor Robotics Ltd Securities Litigation, No. 17-cv-4387 (WHP). The Rosen Law
Firm is currently serving as sole Lead Counsel in this class action pending in the U.S. District
Court for the Southern District of New York. The complaint alleges violations of §§10b and
20(a) of the Securities Exchange Act arising out of the Company’s issuance of materially false
and misleading statements about the Company’s true condition. This action is at the pleading
stage.
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Pirnik v. Fiat Chrysler Automobiles, N.V., 15-CV-7199 (JMF). The Rosen Law Firm is
currently serving as co-Lead Counsel in this class action pending in the U.S. District Court for
the Southern District of New York. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading statements about its true business condition. This action is in discovery.
In re Sunpower Corporation Securities Litigation, No. 16-cv-4710-RS. The Rosen Law
Firm is currently serving as Co-Lead Counsel in this class action pending in the U.S. District
Court for the Northern District of California . The complaint alleges violations of §§10b and
20(a) of the Securities Exchange Act arising out of the Company’s issuance of materially false
and misleading statements about the Company’s true condition. This action is at the pleading
stage.
In re Intra-Cellular Therapies, Inc. Securities Litigation, No. 17-cv-2928-NG-JO. The
Rosen Law Firm is currently serving as sole Lead Counsel in this class action pending in the
U.S. District Court for the Eastern District of New York. The complaint alleges violations of
§§10b and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of
materially false and misleading statements about a clinical study. This action is at the pleading
stage.
In re Dynavax Securities Litigation, No. 16-cv-6690. The Rosen Law Firm is currently
serving as sole Lead Counsel in this class action pending in the U.S. District Court for the
Northern District of California. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false statements
about its true business condition and prospects. This action is at the pleading stage.
In re IDreamSky Technology Limited Securities Litigation, No. 15-cv-2514 (JPO). The
Rosen Law Firm is currently serving as co-Lead Counsel in this consolidated class action
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pending in the U.S. District Court for the Southern District of New York. The complaint alleges
violations of §§10b and 20(a) of the Securities Exchange Act §§ 11 and 20(a) of the Securities
Act and arising out of the issuance of misleading business information. This action is in
discovery.
Edgar v. Anadarko Petroleum Corporation, No. 167cv-1372. The Rosen Law Firm is
currently serving as sole Lead Counsel in this class action pending in the U.S. District Court for
the Southern District of Texas. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the company’s issuance of materially false and
misleading business information. This action is at the pleading stage.
Yamany v. Tenet Healthcare Corp., No. 16-cv-2848-C. The Rosen Law Firm is currently
serving as co-Lead Counsel in this class action pending in the U.S. District Court for the
Northern District of Texas. The complaint alleges violations of §§10b and 20(a) of the Securities
Exchange Act arising out of the company’s issuance of materially false and misleading business
information. This action is at the pleading stage.
Miller v. PCM, Inc., No. 17-cv-3364-VAP-KS. The Rosen Law Firm is currently serving
as sole Lead Counsel in this class action pending in the U.S. District Court for the Central
District of California. The complaint alleges violations of §§10b and 20(a) of the Securities
Exchange Act arising out of the company’s issuance of materially false and misleading financial
information. This action is at the pleading stage.
Ford v. Natural Health Trends Corp., No. 16-00255 TJH (AFM). The Rosen Law Firm is
currently serving as co-Lead Counsel in this class action pending in the U.S. District Court for
the Central District of California. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the company’s issuance of materially false and
misleading business information. This action is in discovery.
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Menaldi v. Och-Ziff Capital Management Group LLC, No. 14-CV-3251 (JPO). The
Rosen Law Firm is currently serving as co-Lead Counsel in this class action pending in the U.S.
District Court for Southern District of New York. The complaint alleges violations of §§10b and
20(a) of the Securities Exchange Act arising out of the Company’s issuance of materially false
and misleading business information. This action is in discovery.
Li v. Aeterna Zentaris. Inc., No. 14-CV-07081 (PGS). The Rosen Law Firm is currently
serving as co-Lead Counsel in this class action pending in the U.S. District Court for District of
New Jersey. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act
arising out of the Company’s issuance of materially false and misleading business information.
This action is in discovery.
Thomas v. Shiloh Industries, Inc., No. 15-CV-7449 (KMW). The Rosen Law Firm is
currently serving as co-Lead Counsel in this class action pending in the U.S. District Court for
the Southern District of New York. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading financial statements. The case is at the pleading stage.
Hull v. Global Digital Solutions, Inc., No. 16-5153 (FLW). The Rosen Law Firm is
currently serving as sole Lead Counsel in this class action pending in the U.S. District Court for
District of New Jersey. The complaint alleges violations of §§10b and 20(a) of the Securities
Exchange Act arising out of the Company’s issuance of materially false and misleading business
information. The case is at the pleading stage.
Zamier v. Bridgepoint Education, Inc., No. 3:15-CV-408-JLS-DHB. The Rosen Law
Firm is currently serving as co-Lead Counsel in this class action pending in the U.S. District
Court for Southern District of California. The complaint alleges violations of §§10b and 20(a) of
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the Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading business information. The case is at the pleading stage.
Duane & Virginia Lanier Trust v. Sandridge Energy, Inc., et al. The Rosen Law Firm is
currently serving as co-Lead Counsel in this class action pending in the U.S. District Court for
the Western District of Oklahoma. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act and Sections 11, 12(a)(2), and 15 of the Securities Act arising out of the
Company’s issuance of materially false and misleading business information. This action is in
discovery.
Turocy v. El Pollo Loco Holdings, Inc., No. CV-15-1343-DOC. The Rosen Law Firm is
currently serving as co-Lead Counsel in this class action pending in the U.S. District Court for
the Central District of California. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading business information. This action in is in discovery.
Carmack v. Amaya, Inc., No. 16-cv-1884-JHR-JS. The Rosen Law Firm is currently
serving as sole Lead Counsel in this class action pending in the U.S. District Court for the
District of New Jersey. The complaint alleges violations of §§10b and 20(a) of the Securities
Exchange Act arising out of the Company’s issuance of materially false and misleading business
information. The case action is in discovery.
In re ChinaCast Education Corporation Sec. Litig., No. CV 12-4621- JFW (PLAx). The
Rosen Law Firm is currently serving as co-Lead Counsel in this consolidated class action.
Following dismissal of the complaint by the district court, the U.S. Court of Appeals for the
Ninth Circuit overturned the dismissal. The complaint alleges violations of §§10b and 20(a) of
the Securities Exchange Act arising out of the Company overstating it assets and cash balances
and misstating the Company’s internal controls. The action is in discovery.
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Parmelee v. Santander Consumer USA Holdings Inc., No. 3:16-cv-783-K. The Rosen
Law Firm is currently serving as co-Lead Counsel in this class action pending in the U.S. District
Court for the Northern District of Texas. The complaint alleges violations of §§10b and 20(a) of
the Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading business information. The case is at the pleading stage.
Moleski v. Tangoe, Inc., No. 3:17-cv-00146. The Rosen Law Firm is currently serving as
co-Lead Counsel in this class action pending in the U.S. District Court for the District of
Connecticut. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange
Act arising out of the Company’s issuance of materially false and misleading financial
statements. The case is at the pleading stage.
In re Global Brokerage, Inc. f/k/a FXCM, Inc. Sec. Litig., 17-cv-916 (RA). The Rosen
Law Firm is currently serving as sole Lead Counsel in this class action pending in the U.S.
District Court for Southern District of New York. The complaint alleges violations of §§10b and
20(a) of the Securities Exchange Act arising out of the Company’s issuance of materially false
and business information. The case is at the pleading stage.
Desta v. Wins Financial Holdings, Inc., 17-cv-2983-CAS-AGR. The Rosen Law Firm is
currently serving as sole Lead Counsel in this class action pending in the U.S. District Court for
Central District of California. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and business
information. The case is at the pleading stage.
Gamboa v. Citizens, Inc., 17-cv-241-RP. The Rosen Law Firm is currently serving as
sole Lead Counsel in this class action pending in the U.S. District Court for Western District of
Texas. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act
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arising out of the Company’s issuance of materially false and business information. The case is
at the pleading stage.
Chu v. BioAmber, Inc., 17-cv-1531 (ADS) (GRB). The Rosen Law Firm is currently
serving as Co-Lead Counsel in this class action pending in the U.S. District Court for Eastern
District of New York. The complaint alleges violations of §§10b and 20(a) of the Securities
Exchange Act arising out of the Company’s issuance of materially false and business
information. The case is at the pleading stage.
Delorosa v. State Street, 17-cv-671-BRO-FFM. The Rosen Law Firm is currently
serving as sole Lead Counsel in this class action pending in the U.S. District Court for the
Central District of California. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and business
information. The case is at the pleading stage.
Tran v. ERBA Diagnostics, Inc., No. 15-cv-24440. The Rosen Law Firm is currently
serving as co-Lead Counsel in this class action on appeal with the U.S. Court of Appeals for the
Eleventh Circuit. The complaint alleges violations of §§10b and 20(a) of the Securities
Exchange Act arising out of the Company’s issuance of materially false and misleading financial
statements.
Wyche v. Advanced Drainage Systems, Inc., No. 15-cv-5955 (KPF). The Rosen Law
Firm is serving as sole Lead Counsel in this class action currently on appeal with the U.S. Court
of Appeals for the Second Circuit. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false financial
statements.
Castillo v. 6D Global Technologies, Inc., No. 15-cv-8061 (RWS). The Rosen Law Firm
is serving as sole Lead Counsel in this class action currently on appeal with the U.S. Court of
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Appeals for the Second Circuit. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false statements
about the improper stock manipulation.
Khunt v. Alibaba Group Holding Ltd., No. 15-CV-759 (CM). The Rosen Law Firm is
serving as sole lead counsel in this class action currently on appeal with the U.S. Court of
Appeals for the Second Circuit. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false and
misleading business information.
Knox v. Yingli Green Energy Holding Co. Ltd., No. 2:15-cv-4003. The Rosen Law Firm
is serving as sole Lead Counsel in this class action currently on appeal with the U.S. Court of
Appeals for the Ninth Circuit. The complaint alleges violations of §§10b and 20(a) of the
Securities Exchange Act arising out of the Company’s issuance of materially false financial
statements.
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