In Re AOL TIME WARNER, INC.
SECURITIES & “ERISA” LITIGATION
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT NEW YORK
)
) MDL Docket 1500
)
) 02-CIV-5575 (SWK)
)
) CLASS ACTION
)
PROOF OF CLAIM AND RELEASE
GENERAL INSTRUCTIONS
1. It is important that you completely read and understand the Notice of Proposed $2.65 Billion Settlement of
Securities Class Action, Certification of a Settlement Class, Final Approval Hearing, Application for Attorneys’ Fees and
Expenses, and Proposed Plan of Allocation (the “Notice”) that accompanies this Proof of Claim and Release. The Notice
describes the proposed Settlement, how Class Members are affected by the Settlement, and the manner in which the
Settlement monies will be distributed, if the Settlement is approved by the Court. The Notice also contains the definitions
of many of the defined terms (which are indicated by initial capital letters) used in this Proof of Claim and Release. By
signing and submitting the Proof of Claim and Release, you will be certifying that you have read and understood the
Notice.
2. IN ORDER TO PARTICIPATE IN THE SETTLEMENT, YOU MUST MAIL YOUR COMPLETED AND SIGNED
PROOF OF CLAIM AND RELEASE, BY FIRST-CLASS MAIL, POSTAGE PREPAID, POSTMARKED ON OR BEFORE
FEBRUARY 21, 2006 , ADDRESSED TO:
AOL Time Warner Litigation
Settlement Administrator
c/o Gilardi & Co., LLC
P.O. Box 808061
Petaluma, CA 94975-8061
(877) 800-7852
Website: www.aoltimewarnersettlement.com
This Proof of Claim and Release is directed to: all persons or entities who purchased, exchanged or otherwise acquired
publicly traded common stock of AOL and/or bought or sold options on AOL common stock during the period January 27,
1999 through and including January 11, 2001, and all persons and entities who purchased, exchanged or otherwise
acquired publicly traded common stock or bonds of AOL Time Warner and/or bought or sold options on AOL Time Warner
common stock during the period January 11, 2001 through and including August 27, 2002, and were damaged thereby
(the "Securities Class"). Excluded from the Securities Class are (1) Defendants (including individuals proposed to be
made Defendants in the pending motion to amend the Complaint), Defendants' immediate families, and the legal
representatives, heirs, successors or assigns of any Defendant, and any Entity in which any Defendant has or had a
controlling interest; and (2) the senior Officers and Directors of AOL and Time Warner1 at any time during the Class
Period (defined, in the case of Officers, as those individuals at AOL and Time Warner with a title of Senior Vice President
or above). Also excluded from the Securities Class are any putative Securities Class members who exclude themselves
by filing a request for exclusion in accordance with the requirements set forth in the Notice. The above–mentioned AOL
and AOL Time Warner common stock, options on AOL or AOL Time Warner common stock, and AOL Time Warner
Bonds are collectively referred to herein as the “Subject Securities.”
3. “Securities Class Member” means any person or entity who is a member of the Securities Class.
4. “Claimant” means the person or entity who submits a Proof of Claim and Release or on whose behalf a Proof of
Claim and Release is submitted.
5. IF YOU ARE NOT A SECURITIES CLASS MEMBER, OR IF YOU, OR SOMEONE ACTING ON YOUR
BEHALF, HAS FILED A REQUEST FOR EXCLUSION FROM THE CLASS, DO NOT SUBMIT A PROOF OF CLAIM AND
RELEASE. YOU MAY NOT PARTICIPATE IN THE SETTLEMENT IF YOU ARE NOT A SECURITIES CLASS MEMBER.
IF YOU HAVE FILED A REQUEST FOR EXCLUSION, ANY PROOF OF CLAIM AND RELEASE THAT YOU SUBMIT,
OR WHICH MAY BE SUBMITTED ON YOUR BEHALF, WILL NOT BE ACCEPTED.
6. To recover as a Securities Class Member, you must complete and sign this Proof of Claim and Release and
mail it to the Settlement Administrator postmarked on or before February 21, 2006. If you fail to submit a timely, properly
addressed, and completed Proof of Claim and Release, your claim may be rejected and you may be precluded from
receiving any distribution of the Settlement monies.
1
In October of 2003, AOL Time Warner Inc. changed its name to Time Warner Inc.
1
7. Submission of this Proof of Claim and Release does not ensure that you will share in the proceeds of the
Settlement or any other monies distributed as part of the Settlement. Distributions to Securities Class Members are
governed by the Plan of Allocation and must be approved by the Court. The proposed Plan, which is subject to the
Court's approval, is referred to in and attached to the accompanying Notice.
8. If you have questions concerning the Proof of Claim and Release, or need additional copies of the Proof of
Claim and Release or Notice, you may contact the Settlement Administrator, Gilardi & Co., LLC, at the above address or
877-800-7852, or you can e-mail your inquiries through the Settlement Administrator's Internet web site,
www.aoltimewarnersettlement.com
9. Whether or not you submit a Proof of Claim and Release, if you are a Securities Class Member and do not
exclude yourself by letter postmarked no later than January 9, 2006 which provides the information set forth in the Notice,
you will be bound by the terms of any judgment that the Court enters, including that part of the judgment that enjoins the
filing or continued prosecution of Released Claims and that releases the Released Claims against the Released Persons
if the Court approves the Settlement.
10. You are required to submit genuine and sufficient documentation for all your transactions and relevant
positions in the Subject Securities during the period from January 26, 1999 through November 22, 2002 (and
through December 6, 2002 for AOL Time Warner Bonds). This documentation may be photocopies of stockbrokers'
confirmation slips; stockbrokers' monthly statements (reflecting your opening and closing balances for the months
specified on the claim form, and in which transactions during the Class Period occurred); schedules attached to tax filings;
or signed letters from brokers, on their letterheads, giving all the information that would be found on a confirmation slip. IF
SUCH DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN COPIES OR EQUIVALENT
CONTEMPORANEOUS DOCUMENTS FROM YOUR BROKER OR TAX ADVISOR. FAILURE TO SUPPLY THIS
DOCUMENTATION COULD RESULT IN REJECTION OF YOUR CLAIM. DO NOT SEND ORIGINAL STOCK
CERTIFICATES.
11. All joint purchasers and/or sellers must sign this Proof of Claim and Release.
12. Agents, executors, administrators, guardians, and trustees must complete and sign the Proof of Claim and
Release on behalf of persons represented by them and they must:
(a) expressly state the capacity in which they are acting;
(b) identify the name, account number, Social Security Number (or taxpayer identification number), address
and telephone number of the beneficial owner of (or other person or entity on whose behalf they are acting
with respect to) the Subject Securities; and
(c) furnish herewith evidence of their authority to bind the person or entity on whose behalf they are acting as
to the Proof of Claim and Release. (Authority to complete and sign a Proof of Claim and Release cannot
be established by stockbrokers only demonstrating that they have discretionary authority to trade stock in
another's accounts.)
13. By submitting a signed Proof of Claim and Release, you will be swearing that you:
(a) own(ed) the Subject Securities you have listed in the Proof of Claim and Release; or
(b) are expressly authorized to act on behalf of the owner thereof.
14. By submitting a signed Proof of Claim and Release, you will be swearing to the truth of the statements
contained therein and the genuineness of the documents attached thereto, subject to penalties of perjury under the laws
of the United States of America. The making of false statements, or the submission of forged or fraudulent documentation,
will result in the rejection of your claim and may subject you to civil liability or criminal prosecution.
15. Please understand that all information required by this Proof Claim and Release form is necessary for the
Settlement Administrator to accurately evaluate and process your potential claim according to the Plan of Allocation.
2
Official
Office
Use
Only
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
Must be Postmarked
No Later Than
February 21, 2006
IN RE: AOL TIME WARNER SECURITIES & ERISA
LITIGATION
ALTW1
MDL DOCKET 1500 02-CIV 5575 (SWK)
PROOF OF CLAIM
Please Print in the Boxes Below
Do not use Red Ink, Pencil, or Staples
STATEMENT OF CLAIM
Last Name (Beneficial Owner)
First Name (Beneficial Owner)
Last Name (Co-Beneficial Owner)
First Name (Co-Beneficial Owner)
Company/Beneficial Owner (If Claimant is not an Individual)
Trustee/Custodian/Nominee
Account#/Fund# (Not Necessary for Individual Filers)
Social Security Number
Trust/Pension Date
Employer Identification Number
or
Telephone Number (Day)
Telephone Number (Evening)
Email Address
MAILING INFORMATION
Address
Address
State
City
Foreign Province
For Claims
Processing Only
Foreign Zip Code
PC
LS
BC1
3
Zip Code
Foreign Country Abbreviation
DEF
LATE
AOL TIME WARNER COMMON STOCK:
1. Number of shares of AOL common stock held at the close of trading
on January 26, 1999:
Proof Enclosed?
N
Y
2. Number of shares of AOL common stock or AOL Time Warner common stock purchased or acquired during the period
January 27, 1999 through August 27, 2002, inclusive (with the exclusion of shares covered by questions 3 and 4 below):
PURCHASES
Date(s) of Purchase
(List Chronologically)
*Type
M
M
D
D
Y
Number of Shares
of Common Stock Purchased
Purchase Price
(not including commissions,
taxes and fees)
Proof
Enclosed?
Y
1.
$
2.
$
3.
$
4.
$
5.
$
3. Number of shares of AOL Time Warner common stock received
in exchange for AOL common stock in January 2001, as part of
the AOL Time Warner merger:
Y
N
Y
N
Y
N
Y
N
Y
N
Proof of Exchange
Enclosed?
Y
4. Number of shares of AOL Time Warner common stock received
in exchange for Time Warner common stock in January 2001, as
part of the AOL Time Warner Merger:
N
Proof of Exchange
Enclosed?
Y
5. Sales of AOL or AOL Time Warner common stock sold from January 27, 1999 through August 27, 2002, inclusive:
N
SALES
Date(s) of Sales
(List Chronologically)
*Type
M
M
D
D
Y
Number of Shares
of Common Stock Sold
Sale Price
(not including commissions,
taxes and fees)
Proof of
Sale
Enclosed?
Y
1.
$
2.
$
3.
$
4.
$
5.
$
6. Number of shares of AOL Time Warner common stock held at the
close of trading on August 27, 2002:
Y
N
Y
N
Y
N
Y
N
Y
N
Proof Enclosed?
N
Y
*SECURITY TYPE
*Type of Securities
A
: AOL
B : AOL Time Warner
COMMON STOCK CONTINUED ON NEXT PAGE
If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page.
YOU MUST READ AND SIGN THIS PROOF OF CLAIM AND RELEASE. FAILURE TO SIGN MAY RESULT
IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.
4
AOL TIME WARNER COMMON STOCK (CONT.):
7. Sales of AOL Time Warner common stock sold from August 28, 2002 through November 22, 2002, inclusive:
SALES
Date(s) of Sales
(List Chronologically)
*Type
M
M
D
D
Y
Sale Price
(not including commissions,
taxes and fees)
Number of Shares
of Common Stock Sold
Proof of
Sale
Enclosed?
Y
1.
$
2.
$
3.
$
4.
$
5.
$
Y
N
Y
N
Y
N
Y
N
Y
N
*SECURITY TYPE
*Type of Securities
A : AOL
B : AOL Time Warner
AOL TIME WARNER BONDS:
8. I purchased or acquired AOL Time Warner bonds during the period April 1, 2001 through December 6, 2002, inclusive:
PURCHASES
Purchase Price
Date(s) of Purchase
Proof of
(not including commissions,
(List Chronologically)
Purchase
*Type
taxes and fees)
Face Value
(Month/Day/Year)
Enclosed?
M
M
D
D
Y
Y
1.
$
$
2.
$
$
Y
N
Y
N
3.
$
$
Y
N
4.
$
$
Y
N
5.
$
$
Y
N
6.
$
$
Y
N
7.
$
$
Y
N
*TYPE OF BOND
C :
6.125%
Notes Due
4/15/2006
F :
5.625%
Notes Due
5/1/2005
D :
6.750%
Notes Due
4/15/2011
G :
6.150%
Notes Due
5/1/2007
E :
7.625%
Debentures Due
4/15/2031
H :
6.875%
Notes Due
5/1/2012
I :
7.7%
Debentures Due
5/1/2031
*BONDS CONTINUED ON NEXT PAGE
If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page.
YOU MUST READ AND SIGN THIS PROOF OF CLAIM AND RELEASE. FAILURE TO SIGN MAY RESULT
IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.
5
AOL TIME WARNER BONDS (CONT.):
9. I sold AOL Time Warner bonds during the period April 1, 2001 through December 6, 2002, inclusive:
SALES
Date(s) of Sale
(List Chronologically)
(Month/Day/Year)
*Type
M
M
D
D
Y
Proof of
Sale Price
Sale
(not including commissions,
Enclosed?
taxes and fees)
Face Value
Y
1.
$
$
2.
$
$
Y
N
Y
N
3.
$
$
Y
N
4.
$
$
Y
N
5.
$
$
Y
N
6.
$
$
Y
N
7.
$
$
Y
N
10. Number of bonds of AOL Time Warner held as of close of trading on December 6, 2002, inclusive:
*Type
Number Held
Proof
Enclosed?
*Type
Y
N
Y
N
Y
N
G
H
I
Number Held
Proof
Enclosed?
Y
N
Y
N
Y
N
J
K
L
Y
N
M
*TYPE OF BOND
C :
6.125%
Notes Due
4/15/2006
F :
5.625%
Notes Due
5/1/2005
D :
6.750%
Notes Due
4/15/2011
G :
6.150%
Notes Due
5/1/2007
E :
7.625%
Debentures Due
4/15/2031
H :
6.875%
Notes Due
5/1/2012
7.7%
Debentures Due
5/1/2031
I
:
If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page.
YOU MUST READ AND SIGN THIS PROOF OF CLAIM AND RELEASE. FAILURE TO SIGN MAY RESULT
IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.
6
FOR CALL OPTIONS ON AOL TIME WARNER COMMON STOCK
11. At the close of trading on January 26, 1999 I owned the following call options of AOL common stock:
Strike Price
Number of Call Option Contracts
Expiration Date (Month/Day/Year)
$
12. I made the following purchases of call options on AOL or AOL Time Warner common stock during the period from
January 27, 1999 through November 22, 2002, inclusive:
*Type
Date(s) of Purchase
(List Chronologically)
(Month/Day/Year)
Number of
Contracts
Strike Price
Expiration Date
(Month/Day/Year)
Proof of
Purchase Price
(net of commissions, Purchase
taxes and fees) Enclosed?
Y N
1.
$
$
2.
$
$
3.
$
$
Y N
Y N
13. I made the following sales of call options on AOL or AOL Time Warner common stock during the period from
January 27, 1999 through November 22, 2002, inclusive:
*Type
Date(s) of Sale
(List Chronologically)
(Month/Day/Year)
Number of
Contracts
Strike Price
Expiration Date
(Month/Day/Year)
Proof of
Sale Price
Sale
(net of commissions,
taxes and fees) Enclosed?
Y N
1.
$
$
2.
$
$
3.
$
$
Y N
Y N
14. I exercised the following call options on AOL or AOL Time Warner common stock during the period from January 27, 1999
through November 22, 2002, inclusive:
*Type
Date(s) of Sale
(List Chronologically)
(Month/Day/Year)
Number of
Contracts
Strike Price
Expiration Date
(Month/Day/Year)
Purchase Price
(net of commissions, Proof
taxes and fees) Enclosed?
Y N
1.
$
$
2.
$
$
3.
$
$
Y N
Y N
15. At the close of trading on November 22, 2002, I held AOL Time Warner calls:
Number of Contracts
Strike Price
Expiration Date (Month/Day/Year)
$
*TYPE OF CALL OPTION
*Type of Call Options
J
: AOL
K
: AOL Time Warner
If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page.
YOU MUST READ AND SIGN THIS PROOF OF CLAIM AND RELEASE. FAILURE TO SIGN MAY RESULT
IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.
7
FOR PUT OPTIONS ON AOL TIME WARNER COMMON STOCK:
16. At the close of trading on January 26, 1999 I was obligated on the following put options on AOL common stock:
Strike Price
Number of Contracts
Expiration Date (Month/Day/Year)
$
17. I wrote (sold) put options on AOL or AOL Time Warner common stock during the period January 27, 1999 through
November 22, 2002, inclusive, as follows:
*Type
Date(s) of Writing/Sale
(List Chronologically)
(Month/Day/Year)
Number of
Contracts
Strike Price
Expiration Date
(Month/Day/Year)
Sale Price
(net of commissions, Proof
taxes and fees) Enclosed?
Y N
1.
$
$
2.
$
$
3.
$
$
Y N
Y N
18. I made the following re-purchases of put options on AOL or AOL Time Warner common stock during the period from
January 27, 1999 through November 22, inclusive:
*Type
Date(s) of Purchase
(List Chronologically)
(Month/Day/Year)
Number of
Contracts
Strike Price
Expiration Date
(Month/Day/Year)
Cost
(net of commissions, Proof
taxes and fees) Enclosed?
Y N
1.
$
$
2.
$
$
3.
$
$
Y N
Y N
19. The following put options on AOL or AOL Time Warner common stock which I wrote (sold) during the period from January 27,
1999 through November 22, 2002, inclusive, were exercised by the holders thereof and assigned to me:
*Type
Date(s) of Exercise
(List Chronologically)
(Month/Day/Year)
Number of
Contracts
Exercised
Strike Price
Expiration Date
(Month/Day/Year)
Sale Price
(net of commissions, Proof
taxes and fees) Enclosed?
Y N
1.
$
$
2.
$
$
3.
$
$
Y N
Y N
20. At the close of trading on November 22, 2002, I was obligated on the following put options on AOL Time Warner common
stock:
Number of Contracts
Strike Price
Expiration Date (Month/Day/Year)
$
*TYPE OF PUT OPTION
*Type of Put Options
L
: AOL
M
: AOL Time Warner
If you require additional space, attach copies of this page as necessary. Sign and print your name on each additional page.
YOU MUST READ AND SIGN THIS PROOF OF CLAIM AND RELEASE. FAILURE TO SIGN MAY RESULT
IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.
8
YOU MUST READ THE FOLLOWING RELEASE AND SIGN ON PAGE 12.
RELEASE OF CLAIMS
Release
1. By submitting this Proof of Claim and Release, I state that I believe in good faith that I am a Securities Class
Member as defined above and in the Notice of Proposed $2.65 Billion Settlement of Securities Class Action, Certification
of a Settlement Class, Final Approval Hearing, Application for Attorneys’ Fees and Expenses and Proposed Plan of
Allocation (the “Notice”), or am acting for such person; that I have read and understand the Notice; that I have not
excluded myself from the Class; that I believe that I am entitled to receive a share of the Net Settlement Fund; and that I
elect to participate in the proposed Settlement described in the Notice.
2. I have set forth where requested above all relevant information with respect to each purchase or other
acquisition of the Subject Securities, and each sale, if any, of such Subject Securities.
3. I have enclosed photocopies of the stockbroker's confirmation slips, stockbroker's statements, relevant
portions of my tax returns or other documents evidencing each purchase, acquisition, sale or retention of the Subject
Securities in support of my 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.
4. I understand that the information contained in this Proof of Claim and Release is subject to such verification
as the Court may direct, and I agree to cooperate in any such verification
5. By operation of the Judgment, upon the Effective Date, the Lead Securities Plaintiff and each of the
Securities Class Members (who do not include Persons that elect to exclude themselves from the Securities Class), on
behalf of themselves and their respective heirs, executors, administrators, successors and assigns shall, with respect to
each and every Released Claim (including Unknown Claims as defined herein), waive, release, forever discharge and
dismiss and agree not to institute, maintain or prosecute any or all Released Claims against any or all of the Defendants'
Released Persons, and shall be permanently and finally enjoined, without the necessity of posting a bond, from
commencing or prosecuting any actions or other proceedings asserting any of the Released Claims against any of the
Defendants' Released Persons.
6. Upon the Effective Date, each of the Defendants' Released Persons, on behalf of themselves and their
respective heirs, executors, administrators, successors and assigns, shall be deemed to have, and by operation of the
Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Lead Securities Plaintiff's
Released Persons from all claims (including Unknown Claims as defined herein) arising out of, relating to, or in
connection with the institution, prosecution, assertion, or resolution of the Securities Class Action or the Released
Defendants' Claims and shall be permanently and finally enjoined, without the necessity of posting a bond, from
commencing or prosecuting any actions or other proceedings asserting any such claims against Lead Securities Plaintiff's
Released Persons.
7. “Released Claims” shall collectively mean any and all claims, debts, demands, rights, or causes of action or
liabilities (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any
other costs, expenses or liability), whether based on federal, state, local, statutory or common law or any other law, rule or
regulation (including, but not limited to, claims for violation of federal or state securities laws, negligence, gross
negligence, indemnification, breach of duty of care and/or breach of duty of loyalty, fraud, misrepresentation, breach of
fiduciary duty, negligent misrepresentation, unfair competition, insider trading, professional negligence, malpractice,
mismanagement, corporate waste, or breach of contract), whether fixed or contingent, accrued or unaccrued, liquidated or
not liquidated, at law or in equity, matured or not matured, including both known claims and Unknown Claims, (i) that have
been asserted in this Securities Class Action against any of the Defendants’ Released Persons, or (ii) that could have
been asserted in this Securities Class Action against any of the Defendants’ Released Persons, which arise out of, or are
based upon, or relate to the allegedly false financial statements, the scheme to inflate revenues, as well as the other
allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in
any of the complaints filed by the Lead Securities Plaintiff in this Securities Class Action, or which arise out of, are based
upon, the purchase or exchange or other acquisition of AOL and Time Warner1 stock or options to purchase or sell AOL
and Time Warner stock, or the purchase of Time Warner bonds, during the Securities Class Period. Released Claims do
not include claims to enforce the Settlement. Released Claims also do not include any existing derivative claims, any
existing books and records actions, any amendments or supplements thereto (including related to potential third parties)
(together “the Actions”) or any current of future supplemental, ancillary, or third-party proceedings arising out of the
Actions; and any claims brought under the Employees Retirement Income Security Act (“ERISA”), including the claims
which have been asserted in In re AOL Time Warner ERISA Litigation, Civil Action No. 02 CV 8853 (SWK).
1
In October of 2003, AOL Time Warner Inc. changed its name to Time Warner Inc.
9
8. "Unknown Claims" means any Released Claims which the Lead Securities Plaintiff or any Securities Class
Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Defendants' Released
Persons, and any Released Defendants' Claims that any Defendant does not know or suspect to exist in his or its favor at
the time of the release of the Lead Securities Plaintiff's Released Persons, which, if known by him, her, or it, might have
affected his, her, or its decision(s) with respect to this Settlement. With respect to any and all Released Claims and
Released Defendants' Claims, the Parties stipulate and agree that, upon the Effective Date, Lead Securities Plaintiff and
Defendants expressly waive and relinquish, and the Securities Class Members and Defendants’ Released Persons shall
be deemed to have, and by operation of the Judgment shall have expressly waived and relinquished, to the fullest extent
permitted by law, the provisions, rights, and benefits of § 1542 of the California Civil Code, which provides:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.
The Released Persons shall be deemed to waive, and upon the Effective Date and by operation of the Judgment
shall have waived, any and all provisions, rights, and benefits conferred by any law of the United States or any state or
territory of the United States, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the
California Civil Code. The Lead Securities Plaintiff and the Securities Class Members may hereafter discover facts in
addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter
of the Released Claims, but each of them hereby stipulates and agrees that the Lead Securities Plaintiff does settle and
release, and each Securities Class Member shall be deemed to settle and release, and upon the Effective Date and by
operation of the Judgment shall have settled and released, fully, finally, and forever, 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 which 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 that is negligent or intentional and with or without malice, or a breach of any
duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. Similarly,
Defendants and the Defendants' Released Persons may hereafter discover facts in addition to or different from those
which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Defendants'
Claims, but each of them hereby stipulates and agrees that Defendants do settle and release, and each Defendants'
Released Person shall be deemed, upon the Effective Date and by operation of the Judgment, to have fully, finally, and
forever settled and released any and all Released Defendants' Claims, known or unknown, suspected or unsuspected,
contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any
theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is
negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent
discovery or existence of such different or additional facts. The Parties acknowledge that the foregoing waiver was
bargained for and a key element of the Settlement, of which this release is a part.
9. “Effective Date” for purposes of this Proof of Claim and Release means the date when all the following shall
have occurred:
(i)
entry of the Order preliminarily approving the terms and conditions of the Stipulation;
(ii)
approval by the Court of the Settlement, following notice to the Class and a hearing, as prescribed by
Rule 23 of the Federal Rules of Civil Procedure;
(iii) entry by the Court of an Order and Final Judgment, and the expiration of any time for appeal or review
of such Order and Final Judgment, substantially in the form agreed to by the parties, or, if any appeal
is filed and not dismissed, after such Order and Final Judgment is upheld on appeal in all material
respects and is no longer subject to review upon appeal or review by writ of certiorari, or, in the event
that the Court enters an order and final judgment in a form other than that agreed to by the parties
("Alternative Judgment") and none of the parties elects to terminate the Settlement, the date that such
Alternative Judgment becomes final and no longer subject to appeal or review; and
(iv) the Settlement has not been terminated pursuant to the terms of the Stipulation.
10. Without further action by anyone, on and after the Effective Date, each Class Member, including Class
Members who are parties to any other actions, arbitrations, or other proceedings against any of the Defendants that are
pending on the Effective Date, on behalf of themselves, their heirs, executors, administrators, successors, assigns, and
any person they represent, for good and sufficient consideration, the receipt and adequacy of which are hereby
acknowledged, shall be deemed to have, and by operation of law and of the Final Order Approving Settlement and Plan of
Allocation, and Dismissing Securities Class Action shall have fully, finally, and forever released relinquished, settled and
discharged the Defendants’ Released Persons from all Released Claims (including Unknown Claims) and all claims
(including Unknown Claims) arising out of, relating to, or in connection with the defense or resolution of the Securities
Class Action or the Released Claims, whether or not such Class Member executes and delivers a Proof of Claim and
Release.
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Signature and Certification
By signing and submitting this Proof of Claim and Release, the Claimant or the person who represents the
Claimant certifies, as follows:
1. that the Claimant is a Securities Class Member, as defined in the Notice;
2.
that I (we) have read and understand the contents of the Notice and the Proof of Claim and Release;
3. that I (we) are not acting for any of the Defendants, nor am I (are we) such a Defendant or otherwise
excluded from the Securities Class;
4. that, I (we) have not filed a Request for Exclusion from the Securities Class and that I (we) do not know of
any Request for Exclusion from the Securities Class filed on my (our) behalf.
5. that I (we) own(ed) the Subject Securities identified in the Proof of Claim and Release, or that, in signing and
submitting this Proof of Claim and Release, I (we) have the authority to act on behalf of the owner(s) thereof;
6.
that Claimant may be entitled to share in the distribution of monies distributed under the Settlement;
7. that Claimant desires to participate in the Settlement described in the Notice and agrees to the terms and
conditions thereof;
8. that I (we) submit to the jurisdiction of the United States District Court for the Southern District of New York
for purposes of investigation and discovery under the Federal Rules of Civil Procedure and submission and resolution of
all issues with respect to this Proof of Claim and Release, including the enforcement of the Release set forth herein and
any Judgment which may be entered in the Securities Class Action;
9. that I (we) agree to furnish such additional information with respect to this Proof of Claim and Release as the
Settlement Administrator, Stipulation or the Court may require;
10. that I (we) agree to be bound by and subject to the terms of any Judgment entered in the Securities Class
Action, and waive trial by jury, to the extent it exists, and agree to the Court's summary disposition of the determination of
the validity or amount of the claim made by this Proof of Claim and Release; and
11. that I (we) agree to the foregoing Release of Claims.
I declare, under penalty of perjury under the laws of the United States of America, that the statements made and
answers given in this Proof of Claim and Release are true and correct and that the documents submitted herewith are true
and genuine.
Executed this ______________ day of ____________________in _________________________________________ .
(Month/Year)
(City/State/Country)
(Sign your name here)
(Sign your name here)
(Type or print your name here)
(Type or print your name here)
(Capacity of person(s) signing, e.g.,
Beneficial Purchaser,Executor or Administrator)
Proof of Authority to File Enclosed?
Y
(Capacity of person(s) signing, e.g.,
Beneficial Purchaser,Executor or Administrator)
Y
Proof of Authority to File Enclosed?
N
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N
SUBSTITUTE FORM W-9
PART I Request for Taxpayer Identification Number (“TIN”) and Certification
I.
Last Name
First Name
Check appropriate box:
Individual/Sole Proprietor
IRA
Estate
Corporation
Joint Owners
Other ___________
(specify)
Enter TIN on the appropriate line.
− For individuals, this is your Social Security Number (“SSN”)
− However, for a resident alien, sole proprietor, or disregard entity, see Part 1 of the enclosed W-9 instructions.
− For sole proprietors, you must show your individual name, but you may also enter your business or “doing business as” name.
You may enter either your SSN or your Employer Identification Number (“EIN”).
− For other entities, it is your EIN.
Social Security Number
Employer Identification Number
or
PART II For Payees Exempt from Backup Withholding
If you are exempt from backup withholding, enter your correct TIN in Part I and write “exempt” on the following line:___________
PART III Certification
UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT:
(1) The Number shown on this form is my correct TIN; and
(2) I (We) certify that I am (we are) NOT subject to backup withholding under provisions of Section 3106(a)(1)(C) of
the Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) have not been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all
interest or dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to
backup withholding.
NOTE: If you have been notified by the I.R.S. that you are subject to backup withholding, you must cross out item 2
above.
SEE ENCLOSED FORM W-9 INSTRUCTIONS
The Internal Revenue Service does not require your consent to any provision of this document other than the certification required to avoid backup withholding.
Executed this ______________ day of ____________________ in _________________________________________ .
(Month/Year)
(City/State/Country)
(Sign your name here)
(Sign your name here)
(Type or print your name here)
(Type or print your name here)
(Capacity of person(s) signing, e.g.,
Beneficial Purchaser, Executor or Administrator)
Proof of Authority to File Enclosed?
Y
N
(Capacity of person(s) signing, e.g.,
Beneficial Purchaser, Executor or Administrator)
Y
N
Proof of Authority to File Enclosed?
ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME.
THANK YOU FOR YOUR PATIENCE.
Reminder Checklist:
1.
2.
3.
4.
Please sign the Proof of Claim and Release.
Remember to attach supporting documentation.
Do not send originals of stock certificates.
Keep a copy of your claim form for your records.
5. If you desire an acknowledgement of receipt of your
claim form please send it Certified Mail, Return Receipt Requested.
6. If you move, please send the Settlement Administrator
your new address.
7. Please complete and sign the Substitute Form W-9.
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