robert curry, et al. v. hansen medical, inc., et al. 09 …securities.stanford.edu › ... ›...

Case4:09-cv-05094-CW Document158-1 Filed05/24/13 Page1 of 88

EXHIBIT 1


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UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

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OAKLAND DIVISION

3 ROBERT CURRY, Individually and on

Lead Case No. 4:09-cv-05094-CW

4 Behalf of All Others Similarly Situated,

5

Plaintiff, STIPULATION OF SETTLEMENT

6 v.

7 HANSEN MEDICAL, INC., FREDERIC

8 H. MOLL, STEVEN M. VAN DICK,

GARY C. RESTANI, and CHRISTOPHER 9

SELLS

10 Defendants.

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12 This Document Relates To:

13 ALL ACTIONS.

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1

This Stipulation of Settlement dated as of May 9, 2013 (the “Stipulation”), is made

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I entered into by and among the following Settling Parties to the above-entitled Litigation: (i)

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I Plaintiffs Mina Farr and Nader Farr (“Lead Plaintiffs”) and Plaintiffs Robert Curry, Kim

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Prenter, Muthusamy Sivanantham, Jean Cawood, and Gary Cawood (collectively, “Settling

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Action Plaintiffs” or “Plaintiffs”) (on behalf of themselves and each of the Class Members),

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I and through their counsel of record in the Litigation; (ii) Defendants Hansen Medical,

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(“Hansen” or the “Company”), Frederic H. Moll, Steven M. Van Dick, Gary C. Restani, an

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Christopher Sells; and (iii) proposed defendants PricewaterhouseCoopers LLP (“PwC”), Russel

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C. Hirsch, John G. Freund, Christopher P. Lowe, James M. Shapiro, and Thomas C. McConnel

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(collectively, “Settling Class Action Defendants” or “Settling Defendants”), by and through thei

11 counsel of record in the Litigation. Subject to the approval of the Court, the Stipulation i

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intended by the Settling Parties to fully, finally, and forever resolve, discharge, and settle th

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Litigation and Released Claims as defined below, upon and subject to the terms and condition

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hereof (the “Settlement”).

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I. THE LITIGATION

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On or after October 23, 2009, three federal securities class action complaints, i

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I Curry v. Hansen Medical, Inc. , No. 4:09-cv-05094 (N.D. Cal.), were filed against

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Frederic H. Moll, and Steven M. Van Dick (collectively, with Hansen, the “Initial Defendants”)

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On February 25, 2010, pursuant to a Court Order, these complaints were consolidated in the

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United States District Court for the Northern District of California (the “Court”) under the

21 caption of the lead case, Curry v. Hansen Medical, Inc., et al. , No. 4:09-cv-05094-CW

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Moreover, on February 25, 2010, the Court appointed Mina Farr and Nader Farr as Lead

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Plaintiffs and designated Glancy Binkow & Goldberg LLP as Lead Counsel.

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Lead Plaintiffs filed a Consolidated Amended Class Action Complaint for Violations

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I the Federal Securities Laws on May 10, 2010 (corrected May 11, 2010); a Second

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Amended Complaint for Violations of the Federal Securities Laws on July 26, 2010; and a

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Consolidated Amended Class Action Complaint on October 18, 2011. These complaints

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Hansen, Frederic H. Moll, Steven M. Van Dick, Gary C. Restani as defendants. The

-1- STIPULATION OF SETTLEMENT


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I Consolidated Amended Class Action Complaint also named Christopher Sells as a

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I (collectively, “Defendants”)

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On August 10, 2012, the Court entered an order granting in part and denying in

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I Defendants’ motions to dismiss the Third Consolidated Amended Complaint (the

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As of now, the Third Consolidated Amended Complaint is the operative complaint in this action.

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On January 4, 2013, Lead Plaintiffs filed a motion for leave to file a proposed

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I Consolidated Amended Class Action Complaint (“Motion for Leave to Amend”) that named

8 proposed defendants the Company’s former auditor PwC and current and former directo

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Russell C. Hirsch, John G. Freund, Christopher P. Lowe, James M. Shapiro, and Thomas C

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McConnell (together with PwC, the “Proposed Defendants”). On February 11, 2013, Defendan

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filed an opposition to Lead Plaintiffs’ Motion for Leave to Amend, and Lead Plaintiffs filed

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Reply in support of their Motion on March 26, 2013.

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The operative and proposed complaints allege that Defendants (and in the case of

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I proposed complaint, Proposed Defendants) caused violations of the federal securities

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including Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Securities a

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Exchange Commission Rules 10b5-1(a),(b), and (c), by causing or allowing the Company

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disseminate to the market materially misleading inaccurate information through pub

18 statements relating to the Company’s financial results and method of recognizing revenue and

19 carrying out a common plan, scheme, and unlawful course of conduct.

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On September 29, 2010, certain of the Settling Parties participated in a

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I facilitated by the Honorable William J. Cahill (Ret.). On June 13, 2011, certain of the

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Parties participated in a mediation facilitated by Jed D. Melnick. Additionally, Robert A.

23 presided over mediations on September 10, 2012 (attended by certain of the Settling Parties)

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April 3, 2013 (attended by all of the Settling Parties).

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As a result of the final mediation and continued settlement negotiations, the

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I agreed to the material terms of a settlement of this Litigation.

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1

II. THE SETTLING DEFENDANTS’ DENIALS OF WRONGDOING

2

LIABILITY

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Each of the Settling Defendants has expressly denied and continues to deny all charges

4 wrongdoing or liability arising out of any of the conduct, statements, acts or omissions alleg

5 or that could have been alleged, in the Complaint. Specifically, the Settling Defendants ha

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denied and continue to deny, inter alia, the allegations that Plaintiffs or the Class have suffer

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damages or that any of the Settling Defendants made or caused any alleged misrepresentation

8 omission. Pursuant to the terms set forth below, this Stipulation shall in no event be constru

9 as, or deemed to be, evidence of an admission or concession by the Settling Defendants wi

10 respect to any claim of fault, liability, wrongdoing, or damage whatsoever.

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Nonetheless, the Settling Defendants have concluded that further Litigation could b

12 protracted and expensive, and that it is desirable that the Litigation be fully and finally settled i

13 the manner and upon the terms and conditions set forth in this Stipulation. The Settlin

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Defendants also have taken into account the uncertainty and risks inherent in any litigation

15 especially in complex cases like this Litigation. The Settling Defendants have, ther

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determined that it is desirable and beneficial that the Litigation be settled in the manner and

17 the terms and conditions set forth in this Stipulation.

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III. CLAIMS OF PLAINTIFFS AND BENEFITS OF SETTLEMENT

19

Plaintiffs believe that the claims asserted in the Litigation have merit and that

20 evidence developed to date supports the claims asserted. However, counsel for Plainti

21 recognizes and acknowledges the expense and length of continued proceedings necessary

22 prosecute the Litigation against Defendants through trial and through appeals. Plaintiffs a

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have taken into account the uncertain outcome and the risk of any litigation, especially

24 complex actions such as this Litigation, and the difficulties and delays inherent in such litigati

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Plaintiffs also are mindful of the inherent problems of proof under and possible defenses to

26 claims of securities law violations asserted in the Litigation. Plaintiffs believe that

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Settlement set forth in the Stipulation confers substantial benefits upon the Class. Based on th

28 evaluation, Plaintiffs and counsel for Plaintiffs have determined that the Settlement set forth



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the Stipulation is in the best interests of Plaintiffs and the Class and, therefore, determined that i

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is desirable and beneficial to Plaintiffs and the Class that the Litigation be settled upon the terms

3 and conditions set forth in this Stipulation.

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IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

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NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and am

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Plaintiffs (for themselves and the Class Members) and the Settling Defendants, by and thro

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their respective counsel or attorneys of record, that, subject to the approval of the Court,

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Litigation and the Released Claims shall be finally and fully compromised, settled and relea

9 and the Litigation shall be dismissed with prejudice, upon and subject to the terms and conditi

10 of the Stipulation, as follows.

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1. Definitions

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As used in the Stipulation, the following terms have the meanings specified below. In th

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event of any inconsistency between any definition set forth below and any definition set forth i

14 any document attached as an exhibit to this Stipulation, the definition set forth below

15 control.

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1.1 “Authorized Claimant” means any Class Member who, in accordance with

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terms of this Stipulation, is entitled to a distribution from the Settlement Fund pursuant to

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Plan of Allocation or any order of the Court.

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1.2 “Claims Administrator” means Garden City Group, which shall administer

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Settlement.

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1.3 “Class” means all persons or entities who purchased or otherwise acquired the

22 publicly traded common stock of Hansen between February 19, 2008 and October 18, 2009

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inclusive, and were allegedly damaged thereby. Excluded from the Class shall be the Settling

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Class Action Defendants and their corporate affiliates, members of their immediate families, and

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their heirs, successors and assigns, and any officers or directors of Hansen.

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1.4 “Class Member” or “Member of the Class” means a Person who falls within the

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definition of the Class as set forth in ¶ 1.3 above and who does not validly request

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1

from the Class in accordance with the procedures to be established by the Court in conne

2 with the approval of this Stipulation and the Settlement.

3

1.5 “Class Period” means the period commencing on and between February 19,

4 and October 18, 2009, inclusive.

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1.6 “Court” means the United States District Court for the Northern District

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California.

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1.7 “Effective Date” means the first date by which all of the events and

8 specified in ¶ 7.1 of this Stipulation have been met and have occurred.

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1.8 “Escrow Agent” means The Huntington National Bank, or its successor, or

10 other person or entity designated by the Court.

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1.9 “Final” means: (i) the date of final affirmance on an appeal from a judgme

12 approving the Settlement that contains a release of the Released Claims by Settling Class Actio

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Plaintiffs on behalf of the Class Members (the “Judgment”), the expiration of the time for

14 petition for a writ of certiorari to review the Judgment and if, certiorari is granted, the date

15 final affirmance of the Judgment following review pursuant to that grant; or (ii) the date of fin

16 dismissal of any appeal from the Judgment or the final dismissal of any proceeding on certiora

17 to review the Judgment; or (iii) if no appeal is filed, the expiration of the time for the filing

18 noticing of any appeal from the Judgment. Any proceeding or order, or any appeal or petitio

19 for a writ of certiorari pertaining solely to any plan of allocation and/or applications f

20 attorneys’ fees, costs or expenses shall not in any way delay or preclude the Judgment fro

21 becoming Final.

22 1.10 “Individual Defendants” means Defendants Frederic H. Moll, Steven M. Va

Dick, Gary C. Restani, and Christopher Sells (“Sells”). 23

1.11 “Judgment” means the judgment to be rendered by the Court, in the form attache 24

as Exhibit B hereto. 25

1.12 “Lead Counsel” or “Class Counsel” refers to the law firm of Glancy Binkow 26

Goldberg LLP.

27 1.13 “Lead Plaintiffs” means Lead Plaintiffs Mina Farr and Nader Farr.

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1.14 “Litigation” or “Class Action” means Curry v. Hansen Medical, Inc., et al. , No

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4:09-cv-05094-CW.

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1.15 “Operative Complaint” means the Third Consolidated Amended Class

4 Complaint filed on October 18, 2011.

5 1.16 “Person” means an individual, corporation, limited liability company

6 professional corporation, partnership, limited partnership, limited liability

7 association, joint stock company, estate, legal representative, trust, unincorporated assoc

8 government or any political subdivision or agency thereof, and any business or legal

9 together with their spouses, heirs, predecessors, successors, representatives, or assignees of a

10 of the foregoing.

11 1.17 “Plan of Allocation” means a plan or formula of allocation of the Settlem

12 Fund, to be approved by the Court, whereby the Settlement Fund shall be distributed

Authorized Claimants after payment of or provision for expenses of notice and administration 13

the Settlement, Taxes and Tax Expenses, and such attorneys’ fees, costs, expenses, and inter 14

as may be awarded by the Court. Any Plan of Allocation is not part of the Stipulation and t 15

Released Persons shall not have any responsibility or liability with respect thereto. 16

1.18 “Proposed Complaint” means the proposed Fourth Consolidated Amended 17

Action Complaint submitted to the Court on January 4, 2013. 18

1.19 “Proposed Defendants” means PwC, Russell C. Hirsch, John G. F

19 Christopher P. Lowe, James M. Shapiro, and Thomas C. McConnell.

20 1.20 “Proof of Claim and Release” means the form to be sent to Class Members, in

21 form attached as Exhibit A-2 hereto, upon further order(s) of the Court, by which any

22 Member may make claims against the Settlement Fund for damages allegedly incurred by

23 of his, her, or its investment(s) in Hansen publicly traded common stock.

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1.21 “Released Claims” or “Released Claims by Settling Class Action Plai

25 means any and all claims, causes of action, proceedings, obligations, suits, debts, da

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(including interest, attorneys’ fees, expert or consulting fees, and any other costs), dem

27 agreements, promises, controversies or liabilities whatsoever whether based on federal,

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local, statutory or common law or any other law, rule or regulation, whether fixed or conti



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I accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un

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I whether class or individual in nature, direct or indirect, past or present, which they ever had,

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I have, or claim to have had, including both claims and unknown claims, arising from both: (1)

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I purchase of Hansen stock; and (2) the acts, facts, statements or omissions that were, could

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I been, or were sought to be asserted in the Class Action against any of the Settling Class

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I Defendants or any other party.

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1.22 “Released Persons” or “Released Class Action Parties” means each and every

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I of the following: the Settling Class Action Defendants and, whether or not identified in

9 complaint filed or proposed to be filed in the Litigation, each and all of every Defendant’s pas

10 and present directors, officers and employees, controlling stockholders, partners, members

11 affiliates, principals, agents, representatives, stockholders, predecessors, successors, parents

12 subsidiaries, divisions, joint ventures, attorneys, investment bankers, commercial bankers

13 underwriters, financial or investment advisors, advisors, consultants, accountants, insurers, co

14 insurers and reinsurers, spouses, heirs, assigns, executors, personal representatives, marita

15 communities, associates, related or affiliated entities, general or limited partners or partnerships

16 limited liability companies, member firms, estates, administrators, or any members of thei

17 immediate families, or any trusts for which any of them are trustees, settlers or beneficiaries, o

18 any persons or other entities in which any Defendant has a controlling interest or which is relate

to or affiliated with any Defendant, and any other representatives of any of these Persons or othe 19

entities, whether or not any such Released Parties were named, served with process or appeare 20

in the Litigation, provided however that Released Class Action Parties shall not include Hansen’ 21

insurer Hudson Specialty Insurance Company, also known as Hudson Insurance Company or an 22

related co-insurer or reinsurer.

23 1.23 “Settlement Fund” means four million and two hundred and fifty thousand

24 ($4.25 million) in cash, plus all interest earned thereon, and $4.25 million in Hansen

25 stock.

26 1.24 “Settling Class Action Defendants” or “Settling Defendants” means

27 Hansen Medical, Inc., Frederic H. Moll, Steven M. Van Dick, Gary C. Restani, Chri

28 Sells, PwC, Russell C. Hirsch, John G. Freund, Christopher P. Lowe, James M. Shapiro,



Thomas C. McConnell.

1.25 “Settling Class Action Defendants’ Counsel” means Katten Muchin

LLP, Bingham McCutchen LLP, Pillsbury Winthrop Shaw Pittman LLP, and Gibson Dunn

Crutcher LLP.

1.26 “Settling Class Action Plaintiffs” or “Plaintiffs” means Lead Plaintiffs Mina F

and Nader Farr and Plaintiffs Robert Curry, Kim M. Prenter, Muthusamy, Sivanantham, Je

Cawood, and Gary Cawood.

1.27 “Settling Class Action Plaintiffs’ Counsel” or “Plaintiffs’ Counsel” means Le

Counsel and Robbins Geller Rudman & Dowd, LLP.

1.28 “Settling Parties” means the Plaintiffs and the Settling Defendants.

1.29 “Unknown Claims” means any and all Released Claims which Settling Parties

any Class Member does not know or suspect to exist in his, her or its favor at the time of t

release of the Released Persons which, if known by him, her or it, might have affected his, her

its settlement with and release of the Released Persons, or might have affected his, her or

decision not to object to this Settlement. Unknown Claims include those claims in which so

or all of the facts comprising the claim may be suspected, or even undisclosed, concealed,

hidden. With respect to any and all Released Claims, the Settling Parties stipulate and agree th

upon the Effective Date, Settling Parties shall expressly waive, and each of the Class Membe

shall be deemed to have, and by operation of the Judgment shall have, expressly waived t

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.

I Settling Parties shall expressly waive, and each of the Class Members shall be deemed to

and by operation of the Judgment shall have, expressly waived any and all provisions, rights,

benefits conferred by any law of any state or territory of the United States, or principle

common law or foreign law, which is similar, comparable or equivalent in effect to

Civil Code § 1542. Settling Parties and Class Members may hereafter discover facts in additi


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to or different from those which he, she or it now knows or believes to be true with respect to

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I subject matter of the Released Claims, but Settling Parties shall expressly and each

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I Member, upon the Effective Date, shall be deemed to have, and by operation of the

4

I shall have, fully, finally, and forever settled and released any and all Released Claims, known

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I unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed

6

I hidden, which now exist, or heretofore have existed, upon any theory of law or equity

7 existing, heretofore have existed, or coming into existence in the future, including, but n

8

limited to, conduct which is negligent, reckless, intentional, with or without malice, or a brea

9 of any duty, law, rule or regulation, without regard to the subsequent discovery or existence

10 such different or additional facts. Settling Parties acknowledge, and the Class Members shall

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deemed by operation of the Judgment to have acknowledged, that the foregoing waiver w

12 separately bargained for and a key element of the Settlement of which this release is a part.

13

2. The Settlement

14

a. The Settlement Fund

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2.1 The Settling Defendants shall pay or cause to be paid the principal amount of

16

Settlement Fund ($4,250,000.00) and deposit it with the Escrow Agent as soon as practicable

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in no event later than within twenty (20) business days from the later of: (1) preliminary

18 of the settlement of the Litigation by the Court, as referenced in ¶ 3.1 below; (2) the receipt

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Katten Muchin Rosenman LLP and Gibson Dunn & Crutcher LLP of a W-9 from the payee

20 whom the Settlement Cash shall be paid; and (3) the receipt by Katten Muchin Rosenman LLP

21 and Gibson Dunn & Crutcher LLP of wire transfer information from the payee to whom th

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Settlement Cash shall be paid. The allocation of Settlement Cash to be paid by the Settling Clas

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Action Defendants has been set forth in a separate, confidential, written agreement between th

24 relevant parties (“Settlement Cash Contribution Agreement”), which shall not be filed with th

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Court unless a dispute arises as to its terms or as otherwise ordered by the Court. In the event th

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Settlement Cash Contribution Agreement must be filed with the Court, the parties will endeavo

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to do so under seal.

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1

2.2 Hansen shall cause $4.25 million in stock, valued based on the average closin

2 price of the stock for the ten (10) trading days preceding final approval of the Settlement of th

3

Litigation (the “Stock”) to be transferred into the Escrow Account for the benefit of Clas

4

Members and/or the Settling Class Action Plaintiffs’ Counsel within ten (10) business days o

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final approval of the Settlement of the Class Action. At any time after final approval and prior t

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the date of distribution of any shares of the Stock to Class Members, Settling Class Actio

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Plaintiffs’ Counsel shall have the option, at their sole discretion but consistent with thei

8

fiduciary duties to Class Members, of selling all or any portion of such shares for the benefit o

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Class Members; provided that the proceeds of any such sale shall be placed in the Settlemen

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Fund. Settling Class Action Plaintiffs’ Counsel will ensure that any sales, transfers, o

11

distribution of the Stock on any trading day will be limited to no more than 25% of the averag

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daily trading volume for Hansen’s common stock for the preceding three (3) months prior t

13 such sale, transfer, or distribution. The distribution of the Stock shall be pursuant to Sectio

14

3(a)(10) of the Securities Act of 1933. The Stock shall not constitute “restricted securities

15 pursuant to the Securities Act of 1933, and may be sold or transferred by recipients thereof wh

16 are not affiliates of Hansen (as that term is defined in Rule 144 of the Securities Act of 1933) o

17 recipients deemed to be underwriters under the Securities Act of 1933 without registration unde

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§ 5 of the Securities Act of 1933 or compliance with Rule 144. The Settling Parties shall us

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their best efforts to enable the Settlement Equity to be issued by electronic distribution. Hansen

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in its sole discretion, shall have the right to substitute cash for equity.

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2.3 Under no circumstances will the Settling Defendants collectively be required t

22 pay or cause to be paid more than the principal amount of the Settlement Fund pursuant to thi

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Stipulation and the Settlement set forth herein.

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b. The Escrow Agent

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2.4 The Escrow Agent shall invest the Settlement Fund, transferred pursuant t

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¶¶ 2.1-2.2 above, in instruments either fully insured or backed by the full faith and credit of th

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United States Government or an agency thereof and shall reinvest the proceeds of thes

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instruments as they mature in similar instruments at their then-current market rates. All risk



1 related to the investment of the Settlement Fund shall be borne by the Settlement Fund and

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by any of the Settling Defendants.

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2.5 The Escrow Agent shall permit Lead Counsel or the Claims Administrator

4 withdraw from the Escrow Account the reasonable and necessary costs of administration, no

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to Class Members, and relevant taxes without further order of the Court upon funding of

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Settlement Fund by the Settling Defendants as set forth in ¶¶ 2.1-2.2 above. Other than amou

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disbursed for providing notice to the Class, customary administration costs, Taxes and

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Expenses, and the Fee and Expense Award (which shall be paid to Lead Counsel immedia

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following the Court’s execution of an order awarding such fees and expenses), the Settlem

10

Fund shall not be distributed until the Settlement is reduced to a final, non-appealable judgm

11 subject to the provisions of ¶ 7.1.

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2.6 Subject to further order(s) and/or direction(s) as may be made by the Court, or

13 provided in this Stipulation, the Escrow Agent is authorized to execute such transactions as

14 consistent with the terms of this Stipulation.

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2.7 All funds held by the Escrow Agent shall be deemed and considered to be

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custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until su

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time as such funds shall be distributed pursuant to this Stipulation and/or further order(s) of t

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Court.

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2.8 The Escrow Agent shall not be responsible for the payment of any sums due

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Authorized Claimants or other Persons, except to the extent of maintaining account of a

21 appropriately paying sums as required by this Stipulation, but only to the limited extent that su

22 sums have been delivered into the Escrow Account as required by this Stipulation. The Escro

23 Agent shall be liable only for acts of gross negligence or willful misconduct. The assumption

24 duties as Escrow Agent shall not preclude Class Counsel from continuing to represent, as t

25 case may be, Plaintiffs or Class Members.

26 c. Taxes

27 2.9 (a) The Settling Parties and the Escrow Agent shall treat the escrow accou

28 as a “qualified settlement fund” for purposes of §468B of the Internal Revenue Code of 1986,



1

I amended, and the Treasury Regulations promulgated thereunder. The Escrow Agent and

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I Settling Parties shall timely make such elections as are necessary or advisable to carry out

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I provision of this ¶ 2.9, including, without limitation, the “relation-back election” described i

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Treas. Reg. §1.468B-1 back to the earliest permitted date. Such elections shall be made

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I compliance with the procedures and requirements contained in such regulations. It shall be

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I responsibility of the Escrow Agent to prepare and deliver timely and properly the

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documentation for signature by all necessary parties, and thereafter to cause the

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filing to occur.

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(b) The Escrow Agent shall be the escrow account’s “administrator” as

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term is used in Treas. Reg. §1.468B-2. As administrator, the Escrow Agent shall satisfy

11 administrative requirements imposed by Treas. Reg. §1.468B-2 by, e.g. , (i) obtaining a taxpaye

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identification number, (ii) satisfying any information reporting or withholding requirement

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imposed on distributions from the Settlement Fund, and (iii) timely and properly filing applicable

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federal, state or local tax returns necessary or advisable with respect to the Settlement Fund

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(including, without limitation, the returns described in Treas. Reg. §1.468B-2(k)) and paying any

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taxes reported thereon. Such returns (as well as the election described in this ¶ 2.9) shall be

17 consistent with this ¶ 2.9 and in all events shall reflect that all Taxes, as defined in ¶ 2.9(c

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below, on the income earned by the Settlement Fund shall be paid out of the Settlement Fund a

19 provided in ¶ 2.9(c) below.

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(c) All (i) taxes (including any estimated taxes, interest, or penalties) arisi

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I with respect to the income earned by the Settlement Fund, including, without limitation,

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taxes or tax detriments that may be imposed upon the Settling Defendants or their counsel with

23 respect to any income earned by the Settlement Fund for any period during which the Settlemen

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Fund does not qualify as a “qualified settlement fund” for federal or state income tax purpose

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(collectively, “Taxes”), and (ii) expenses and costs incurred in connection with the operation and

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implementation of this ¶ 2.9, including, without limitation, expenses of tax attorneys and/o

27 accountants and mailing and distribution costs and expenses relating to filing (or failing to file

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the returns described in this ¶ 2.9 (collectively, “Tax Expenses”), shall be paid out of the



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Settlement Fund; in all events neither the Settling Defendants nor their counsel shall have

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liability or responsibility for the Taxes or the Tax Expenses. With funds from the Settleme

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Fund, the Escrow Agent shall indemnify and hold harmless the Settling Defendants and th

4 counsel for Taxes and Tax Expenses (including, without limitation, Taxes payable by reason

5 any such indemnification). Further, Taxes and Tax Expenses shall be treated as, and consider

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to be, a cost of administration of the Settlement Fund and shall timely be paid by the Escro

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Agent out of the Settlement Fund without prior order from the Court and the Escrow Agent sh

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be obligated (notwithstanding anything herein to the contrary) to withhold from distribution

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Authorized Claimants any funds necessary to pay such amounts, including the establishment

10 adequate reserves for any Taxes and Tax Expenses (as well as any amounts that may be requir

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to be withheld under Treas. Reg. §1.468B-2(1)(2)); neither the Settling Defendants nor th

12 counsel are responsible therefor, nor shall they have any liability therefor. The Settling Part

13 agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants

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the extent reasonably necessary to carry out the provisions of this ¶ 2.9.

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3. Notice Order and Settlement Hearing

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3.1 Promptly after execution of this Stipulation, Lead Counsel shall submit th

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Stipulation to the Court and shall apply for entry of an order (the “Notice Order”) attached heret

18 as Exhibit A, requesting, inter alia, the preliminary approval of the Settlement set forth in thi

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Stipulation, approval for the mailing of a settlement notice (the “Notice”) in the form attached a

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Exhibit A-1 hereto, and publication of a summary notice (the “Summary Notice”) in the form

21 attached as Exhibit A-3 hereto. The Notice shall include the general terms of the Settlement se

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forth in this Stipulation, the proposed Plan of Allocation, the general terms of the Fee an

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Expense Application, and the date of the Settlement Hearing as defined below. The Settlin

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Defendants do not take any position as to the proposed Plan of Allocation at this time.

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3.2 Lead Counsel shall request that the Court hold a hearing (the “Settlemen

26

Hearing”) at which time Class Counsel shall request that the Court finally approve the Settlemen

27 of the Litigation as set forth herein.

28



1

3.3 At the Settlement Hearing, the Settling Parties shall jointly request entry of a

2

Judgment in the form attached hereto as Exhibit B:

3

(a) finally approving the Settlement as fair, reasonable, and adequate,

4

the meaning of Rule 23 of the Federal Rules of Civil Procedure, and directing its consum

5 pursuant to its terms;

6

(b) directing that the Litigation be dismissed with prejudice; directing that

7

Settling Parties are to bear their own costs, except as otherwise provided in this Stipulation,

8 releasing the Released Claims;

9

(c) permanently barring and enjoining the institution and prosecution,

10

Plaintiffs and the Class Members, of any other action against the Released Persons in any c

11 or other tribunal, forum, or proceeding, asserting any Released Claims;

12

(d) reserving jurisdiction over the Litigation, including all future proceedi

13 concerning the administration, consummation, and enforcement of this Stipulation;

14

(e) finding that the Complaint in the Litigation was filed on a good faith basi

15

in accordance with the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) an

16

Rule 11 of the Federal Rules of Civil Procedure;

17

(f) discharging and releasing, in the broadest scope permitted under law,

18 claims for contribution, equitable indemnification, or subrogation, including but not limited

19

the contribution bar as set forth in Section 201(a)(7)(A)(i) and (ii) of the Private Securiti

20

Litigation Reform Act of 1995 (15 U.S.C. § 78u-4(f)(7)(A)(i)-(ii)); and

21

(g) containing such other and further provisions consistent with the terms

22

this Stipulation to which the Settling Parties expressly consent in writing.

23

3.4 At or after the Settlement Hearing, Lead Counsel also will request that the Cou

24 approve the proposed Plan of Allocation, the Fee and Expense Application, and the request

25 payment of Plaintiffs’ expenses.

26

3.5 The Settling Class Action Plaintiffs and the Settling Class Action

27 expressly warrant that, in entering into the Settlement, they relied solely upon their

28

knowledge and investigation, and not upon any promise, representation, warranty, or



1 statement by any party or any person representing any party to this Stipulation, not expressl

2 contained in this Stipulation, except those supplemental agreements specifically identified i

3

¶ 8.6 below.

4

4. Releases and Bar Order

5

4.1 Upon the Effective Date, Plaintiffs and each of the Class Members, fo

6

themselves and for each of their respective officers, directors, shareholders, employees, agents

7 spouses, subsidiaries, heirs at law, successors and assigns, and any other Person claiming (now

8 or in the future) through or on behalf of them, and regardless of whether any such Plaintiffs o

9

Class Member ever seeks or obtains by any means, including, without limitation, by submitting

10

Proof of Claim and Release, any distribution from the Settlement Fund, shall be deemed to have

11 and by operation of the Judgment shall have, fully, finally, and forever released, relinquished

12 and discharged all Released Claims against the Released Persons and shall have covenanted no

13

to sue the Released Persons with respect to all such Released Claims, and shall be permanentl

14

barred and enjoined from instituting, commencing, or prosecuting any Released Claims agains

15

the Released Persons except to enforce the releases and other terms and conditions contained i

16

this Stipulation or the Judgment entered pursuant thereto. This release includes both know

17 claims and Unknown Claims. This release shall include the discharge and release, in the

18

broadest scope permitted under law, of all claims for contribution, equitable indemnification, o

19 subrogation, including but not limited to the contribution bar as set forth in Section

20

201(a)(7)(A)(i) and (ii) of the Private Securities Litigation Reform Act of 1995 (15 U.S.C. § 78u

21

4(f)(7)(A)(i)-(ii)).

22

4.2 Upon the Effective Date, each of the Settling Defendants shall be deemed to have

23 and by operation of the Judgment shall have, fully, finally, and forever released, relinquished

24 and discharged the Class (except any Class Member who opts out of the Settlement), Plaintiff

25 and Plaintiffs’ counsel from all claims (including Unknown Claims) arising out of, relating to, o

26

in connection with, the institution, prosecution, assertion, settlement, or resolution of th

27

Litigation or the Released Claims except to enforce the releases and other terms and condition

28



1

I contained in this Stipulation or any Court order (including, but not limited to, the Judgment

2

I entered pursuant thereto.

3

4.3 Upon the effective date, each of the Settling Class Action Defendants shall

4

I deemed to have, and by operation of the Judgment shall have, fully, finally and forever

5

I relinquished and discharged any claims they may have against each other based on the

6

I alleged or which could have been alleged in the Class Action, or which arise from or relate to

7 matters and occurrences alleged in the Class Action and the commencement and prosecution

8

that litigation, provided however that such release shall not include: (i) the right of Sells to obt

9

testimony and documents pursuant to applicable procedural rules from any Settling Class Acti

10

Defendant in any action against Sells, including but not limited to Securities Exchan

11

Commission v. Sells , Case No. 4:11-cv-4941-CW (N.D. Cal.); (ii) any rights of Sells

12 advancement of legal fees and costs and indemnification from Hansen; and (iii) any rights

13

Hansen to recovery of legal fees and costs previously advanced to Sells. The foregoing senten

14 shall not be interpreted to create or imply any new rights that did not exist prior to execution

15

this Stipulation. This release shall include, but not be limited to, any claims by Hansen agai

16

PwC for negligence, malpractice or breach of contract, and any claims by PwC against Hans

17 or any Individual Defendant for misrepresentation or other claims related to the conduct alleg

18

in the Complaints. This release shall cover both all known claims and all Unknown Claims.

19

5. Administration and Calculation of Claims, Final Awards and Supervision and Distribution of the Settlement Fund, and

20

CAFA Notice

21 5.1 The Claims Administrator, subject to such supervision and direction of the

22 as may be necessary or as circumstances may require, shall administer and calculate the

23 submitted by Class Members and shall oversee distribution of the Net Settlement Fund (

24 below) to Authorized Claimants pursuant to the Plan of Allocation.

25 5.2 The Settlement Fund shall be applied as follows:

26

27

28



1

(i) to pay Plaintiffs’ Counsel’s attorneys’ fees and expenses with interest ther

2 and the expenses of Plaintiffs (the “Fee and Expense Award”), if and to the extent allowed by

3

Court;

4

(ii) to pay all the costs and expenses reasonably and actually incurred

5 connection with providing notice, locating Class Members, soliciting Class claims, assisting wi

6

the filing of claims, administering and distributing the Net Settlement Fund to Authoriz

7

Claimants, processing Proof of Claim and Release forms, and paying escrow fees and costs,

8 any;

9

(iii) to pay the Taxes and Tax Expenses described in ¶ 2.9 above; and

10

(iv) to distribute the balance of the Settlement Fund (the “Net Settlement Fun

11

to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, and order of

12

Court.

13

5.3 Upon the Effective Date and thereafter, and in accordance with the terms of t

14

Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court

15 may be necessary or as circumstances may require, the Net Settlement Fund shall be distribut

16

to Authorized Claimants, subject to and in accordance with the following.

17

5.4 Within one hundred-twenty (120) calendar days after the mailing of the Notice

18 such other time as may be set by the Court, each Person claiming to be an Authorized Claim

19 shall be required to submit to the Claims Administrator a completed Proof of Claim and Relea

20 substantially in the form agreed to by the Settling Parties, signed under penalty of perjury, a

21 supported by such documents as are specified in the Proof of Claim and Release and as

22 reasonably available to such Person.

23

5.5 Except as otherwise ordered by the Court, any and all Class Members who fail

24

timely submit a Proof of Claim and Release within the period described in ¶ 5.4, or such

25 period as may be ordered by the Court, or otherwise allowed, shall be forever barred

26 receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will i

27 all other respects be subject to and bound by the provisions of the Stipulation, the release

28 contained herein, and the Judgment. Notwithstanding the foregoing, Lead Counsel shall have th



1

discretion to accept late-submitted claims for processing by the Claims Administrator so long

2

distribution of the Net Settlement Fund is not materially delayed thereby.

3

5.6 The Net Settlement Fund shall be distributed to Authorized Claima

4 substantially in accordance with the Plan of Allocation set forth in the Notice and approved b

5

the Court. Any such Plan of Allocation is not a part of this Stipulation. No funds from the Ne

6

Settlement Fund shall be distributed to Authorized Claimants until the Effective Date. If there i

7 any balance remaining in the Net Settlement Fund after six (6) months from the date

8

distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate such bala

9 among Authorized Claimants in an equitable and economic fashion. Thereafter, any bala

10 which still remains in the Net Settlement Fund shall be donated to one or more

11 nonprofit §501(c)(3) organization(s) selected by Class Counsel.

12

5.7 Neither the Released Persons nor their counsel shall have any responsibility for

13

interest in, or liability whatsoever with respect to the investment or distribution of the Settlemen

14

Fund or Net Settlement Fund, the Plan of Allocation, the determination, administration, or

15 calculation of claims, the payment or withholding of Taxes, or any losses incurred in conne

16 with any such matters. Plaintiffs and each Class Member hereby fully, finally, and fo

17 release, relinquish, and discharge the Released Persons and their counsel from any and all

18

liability.

19

5.8 No Person shall have any claim against Plaintiffs, Lead Counsel, the C

20

Administrator, or their counsel based on the distributions made substantially in accordance

21

the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s)

22

the Court. No Person shall have any claim against the Released Persons or their counsel arisi

23

from or relating to the management of, distributions from, or the disposition of the Settleme

24

Fund or the Net Settlement Fund, and Plaintiffs and each Class Member hereby fully, finally, a

25

forever release, relinquish, and discharge the Released Persons and their counsel from any a

26 all such liability.

27

5.9 It is understood and agreed by the Settling Parties that any proposed Plan

28

Allocation of the Net Settlement Fund including, but not limited to, any adjustments to



1

I Authorized Claimant’s claim set forth therein, is not a part of the Stipulation and is to

2

I considered by the Court separately from the Court’s consideration of the

3

I reasonableness, and adequacy of the Settlement set forth in the Stipulation, and any order

4

I proceeding relating to the Plan of Allocation shall not operate to terminate or cancel

5

I Stipulation or affect the finality of the Court’s Judgment approving the Stipulation and

6

I Settlement set forth therein, or any other orders entered pursuant to the Stipulation. The time

7 appeal from approval of the Settlement shall commence upon the Court’s entry of the

8 regardless of whether a Plan of Allocation has been submitted to the Court or has been approved.

9

5.10 All Persons who fall within the definition of Class Members shall be subject

10

I and bound by the provisions of this Stipulation, the releases contained herein, and the

11 with respect to all Released Claims, regardless of whether such Persons seek or obtain by

12 means, including, without limitation, by submitting a Proof of Claim and Release or any

13

document, any distribution from the Settlement Fund or the Net Settlement Fund.

14

5.11 Within ten (10) business days following the Court’s entry of the

15

I Approval Order and pursuant thereto, the Claims Administrator on behalf of the

16

Defendants shall cause to be served upon the appropriate State official of each State and

17

Attorney General of the United States the Class Action Fairness Act Notice (“CAFA Notic

18 pursuant to 28 U.S.C. § 1715(b). The Claims Administrator shall promptly notice all Part

19 upon service of the CAFA Notice. All expenses incurred in connection with the preparation a

20 service of the CAFA Notice shall be borne by Settling Defendants and under no circumstan

21 will be borne by Plaintiffs Lead Counsel, Lead Plaintiffs, or the Class Members, and will not

22 payable from the Settlement Fund.

23

5.12 All costs and expenses associated with the Settlement, including but not limited

24

I any taxes, administrative costs, and costs of providing notice of the proposed Settlement to

25

Class Members, shall be paid from the Settlement Fund in the Escrow Account, and in no ev

26 shall any of the Settling Class Action Defendants, Settling Class Action Plaintiffs, Cl

27

Members, or their counsel bear any responsibility for any such costs or expenses, except

28 specifically provided in ¶ 5.11.



1

6. Lead Counsel’s Attorneys’ Fees and Expenses

2

6.1 Lead Counsel may submit an application or applications (the “Fee and

3

I Application”) for distributions to Plaintiffs’ Counsel from the Settlement Fund for: (a) an

4

I of attorneys’ fees; plus (b) the payment of reasonable expenses incurred in connection

5

I prosecuting the Litigation (including, but not limited to the fees and expenses of experts

6

I consultants), plus any interest on such attorneys’ fees and expenses at the same rate and for

7 same periods as earned by the Settlement Fund (until paid) as may be awarded by the Court, a

8

for payment of Plaintiffs’ reasonable costs and expenses (including lost wages) directly related

9

their representation of the Class in this Litigation. Lead Counsel reserve the right to ma

10 additional applications to the Court for fees and expenses incurred.

11

6.2 The fees and expenses, as awarded by the Court, shall be paid to Lead

12

from the Settlement Fund as provided in ¶ 2.5. Lead Counsel may thereafter allocate

13

attorneys’ fees among other Plaintiffs’ counsel in a manner in which they in good faith believ

14 reflects the contributions of such counsel to the initiation, prosecution, and resolution of th

15

Litigation. If, and when, as a result of any appeal and/or further proceedings on remand,

16 successful collateral attack, the Fee and Expense Award is overturned, modified, or lowered,

17

if the Settlement is terminated or is not approved by the Court, or if there is an appeal and an

18 order approving the Settlement does not become final and binding upon the Class, then, with

19

ten (10) business days from receiving notice from the Settling Defendants’ counsel or from

20 court of appropriate jurisdiction, Lead Counsel shall refund to the Settlement Fund such fees an

21

expenses previously paid to them from the Settlement Fund plus interest thereon at the same ra

22 as earned on the Settlement Fund in an amount consistent with such reversal or modificatio

23

Each such Plaintiffs’ counsel’s law firm receiving fees and expenses, as a condition of receivi

24 such fees and expenses, on behalf of itself and each partner and/or shareholder of it, agrees th

25

the law firm and its partners and/or shareholders are subject to the jurisdiction of the Court

26

the purpose of enforcing the provisions of this paragraph.

27

6.3 The procedure for and the allowance or disallowance by the Court of

28

I applications by Lead Counsel for attorneys’ fees and expenses, or the expenses of Plaintiffs,



1

be paid out of the Settlement Fund are not part of the Settlement set forth in the Stipulation, a

2 are to be considered by the Court separately from the Court’s consideration of the fairne

3 reasonableness, and adequacy of the Settlement set forth in the Stipulation; and any order

4 proceeding relating to the Fee and Expense Application or any appeal from any order relat

5

thereto or reversal or modification thereof, shall not operate to terminate or cancel

6

Stipulation, or affect or delay the finality of the Judgment and the Settlement of the Litigation

7

forth therein.

8

6.4 The Released Persons shall have no responsibility for, and no liability wha

9 with respect to, any payment of any type or nature whatsoever, including attorneys’ fees a

10

expenses to Plaintiffs’ counsel. The Released Persons do not and shall not take any position

11

to Lead Counsel’s request for attorneys’ fees and expenses and/or Lead Counsel’s request for t

12 reimbursement of Plaintiffs’ reasonable costs and expenses (including lost wages) direc

13 related to their representation of the Class in this Litigation.

14

6.5 The Released Persons shall have no responsibility for, and no liability whats

15 with respect to, the allocation among Plaintiffs’ counsel, and/or any other Person who

16 assert some claim thereto, of any Fee and Expense Award that the Court may make in

17

Litigation.

18 7. Conditions of Settlement, Effect of Disapproval, Cancellation,

19 or Termination

20

7.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of

21 of the following events:

22

(a) the Court has entered the Notice Order, as required by ¶ 3.1 above;

23

(b) the Court has approved the Settlement as described herein, followi

24 notice to the Class and a hearing, as prescribed by Rule 23 of the Federal Rules of Ci

25

Procedure, and has entered the Judgment;

26

(c) the Judgment has become Final, as defined in ¶ 1.9 above.

27

7.2 Upon the occurrence of all of the events referenced in ¶ 7.1 above, any and

28 remaining interest or right of the Settling Defendants in or to the Settlement Fund, if any,



1

be absolutely and forever extinguished. If either of the conditions specified in ¶ 7.1(a) o

2

¶ 7.1(b) above are not met, or if the condition in ¶ 7.1(c) is not met and there is no longer an

3 possibility that the condition in ¶ 7.1(c) can be met, then the Stipulation shall be canceled an

4

terminated subject to ¶ 7.3 below unless Lead Counsel and counsel for the Settling Defendant

5 mutually agree in writing to proceed with the Stipulation.

6

7.3 Unless otherwise ordered by the Court, in the event the Effective Date does no

7 occur or this Stipulation shall terminate, or be canceled, or otherwise fail to become effective fo

8 any reason, including, without limitation, in the event that the Settlement as described herein i

9 not approved by the Court or the Judgment is reversed or vacated following any appeal take

10

therefrom, then:

11

(a) within fourteen (14) business days after written notification of such eve

12

is sent by counsel for the Settling Defendants or Lead Counsel to the Escrow Agent, t

13

Settlement Fund (including accrued interest) and all payments disbursed, including all expens

14 costs, and any Fee and Expense Award, excluding only reasonable costs incurred in connecti

15 with providing notice to the Class, that have either been properly disbursed or are due and owi

16 pursuant to ¶ 2.5 and ¶ 2.9(b), and Taxes and Tax Expenses that have been paid or that ha

17 accrued and will be payable at some later date, will be refunded, reimbursed, and repaid by t

18

Escrow Agent to the entities that provided it, in proportion to their respective payments into t

19

Escrow Account per the Settlement Cash Contribution Agreement; if said amount or any porti

20

thereof is not returned within such fourteen (14) business day period, then interest shall accr

21

thereon at the same rate as earned by the Settlement Fund until the date that said amount

22 returned;

23

(b) at the request of counsel for Hansen or PwC, the Escrow Agent or

24

designee shall apply for any Tax refund owed on the Settlement Fund and pay the proceeds

25

Hansen and its insurers and PwC in amounts proportional to their funding of the Settlem

26

Fund, after deduction of any fees or expenses reasonably incurred in connection with

27 application(s) for refund pursuant to such written request;

28



1

(c) the Settling Parties shall be restored to their respective positions in

2

Litigation as of May 8, 2013 with all of their respective claims and defenses preserved as t

3

existed on that date;

4

(d) the terms and provisions of the Stipulation shall be null and void and sh

5

have no further force and effect with respect to the Settling Parties, and neither the existence n

6

the terms of this Stipulation (nor any negotiations preceding this Stipulation nor any a

7 performed pursuant to, or in furtherance of, this Stipulation) shall be used in this Litigation or

8 any other proceeding for any purpose; and

9

(e) any judgment or order entered by the Court in accordance with the ter

10 of the Stipulation shall be treated as vacated, nunc pro tunc .

11

7.4 If the Court does not enter the Judgment in the form attached as Exhibit B here

12 or if the Court enters the Judgment and appellate review is sought and, on such review, the ent

13 of the Judgment is finally vacated, modified, or reversed, then this Stipulation and the Settleme

14

incorporated therein shall be cancelled and terminated, unless all parties who are adverse

15 affected thereby, in their sole discretion within thirty (30) days from the date of the mailing

16 such ruling to such parties, provide written notice to all other parties hereto of their intent

17 proceed with the Settlement under the terms of the Judgment as modified by the Court or

18 appeal. Such notice may be provided on behalf of Plaintiffs and the Class Members by Cla

19

Counsel. No Settling Party shall have any obligation whatsoever to proceed under any term

20 other than substantially in the form provided and agreed to herein; provided, however, that

21 order of the Court concerning any Fee and Expense Application or Plan of Allocation, or a

22 modification or reversal on appeal of such order, shall constitute grounds for cancellation

23

termination of this Stipulation by any Settling Party. Without limiting the foregoing, the Settli

24

Defendants shall have, in their sole and absolute discretion, the option to terminate t

25

Settlement in its entirety in the event that the Judgment, upon becoming Final, does not provi

26

for the dismissal with prejudice of the Litigation against them.

27

7.5 If, prior to the Settlement Hearing, any Persons who otherwise would be Cl

28

Members have validly requested exclusion from the Class (“Requests for Exclusion”)



1

I accordance with the provisions of the Notice or Notice Order, and such Persons, in the

2

I during the Class Period purchased equal to or more than a certain percentage of shares

3

Hansen’s securities to be negotiated by the Settling Parties and specified in a

4

I Supplemental Agreement to the Stipulation of Settlement, then Hansen and PwC shall have,

5

I their sole and absolute discretion, the option to terminate this Stipulation on behalf of all

6

Parties in accordance with the procedures set forth in the Supplemental Agreement.

7

Counsel shall, however, have an opportunity to seek retraction of any Request for Exclusion

8

the deadline for such retractions as set forth in the Notice or Notice Order. The

9

Agreement shall not be filed with the Court. If required by the Court, the Settling Parties sh

10 request that the Supplemental Agreement and/or any of its terms be disclosed only in camera

11

the Court for purposes of approving the Settlement, and that such disclosure shall be carried o

12

to the fullest extent possible in accordance with the practices of the Court so as to preserve t

13 confidentiality of the Supplemental Agreement, particularly the threshold percentage amount

14

Hansen securities specified in the Supplemental Agreement. The Settling Defendants m

15 request from time to time summaries or copies of any or all Requests for Exclusion receive

16

together with all written revocations of Requests for Exclusion, which shall be delivered

17

Katten Muchin Rosenman LLP, Gibson Dunn & Crutcher LLP, and Pillsbury Winthrop Sh

18

Pittman LLP promptly upon request. A listing of all persons who have validly request

19

exclusion from the Class shall be provided to the Settling Defendants and the Court

20 connection with and at the time of the Settlement Hearing.

21

8. Miscellaneous Provisions

22

8.1 The Settling Parties (a) acknowledge that it is their intent to consummate thi

23

I agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate

24

implement all terms and conditions of the Stipulation and to exercise their best efforts

25 accomplish the foregoing terms and conditions of the Stipulation.

26

8.2 The Settling Parties intend this Settlement to be a final and complete resolution

27

I all disputes between them. The Settlement compromises claims which are contested and

28 not be deemed an admission by any Settling Party as to the merits of any claim or defense.



1

8.3 While the Settling Defendants deny that the claims advanced in the Liti

2 were meritorious, they will not assert in any public statement that the Litigation was not filed i

3

I good faith and/or is not being settled voluntarily after consultation with competent legal

4

I The Judgment will contain a finding that, during the course of the Litigation, the parties and

5

I respective counsel at all times complied with the requirements of Federal Rule of

6

Procedure 11. The Settling Parties agree that the amount paid to the Settlement Fund and

7

I other terms of the Settlement were negotiated in good faith by the Settling Parties and reflect

8 settlement that was reached voluntarily after consultation with competent legal counsel and w

9

the assistance of Robert A. Meyer. The Settling Parties reserve their right to rebut, in a man

10

that such party determines to be appropriate, any contention made in any public forum that

11

Litigation was brought or defended in bad faith or without a reasonable basis.

12

8.4 Neither this Stipulation nor the Settlement contained herein, nor any

13

I performed or document executed pursuant to or in furtherance of this Stipulation or

14

Settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, t

15 validity of any Released Claim, any allegation made in the Litigation, or any wrongdoing

16

liability of the Settling Defendants; or (b) is or may be deemed to be or may be used as

17 admission of, or evidence of, any liability, fault, or omission of any of the Settling Defendants

18 any civil, criminal, or administrative proceeding in any court, administrative agency, or oth

19

tribunal. Neither this Stipulation nor the Settlement, nor any act performed or docume

20

I executed pursuant to or in furtherance of this Stipulation or the Settlement shall be admissible

21 any proceeding for any purpose, except to enforce the terms of the Settlement, and except

22

the Settling Defendants may file the Stipulation and/or the Judgment in any action that may

23

brought against them in order to support a defense or counterclaim based on principles of

24 , collateral estoppel, release, good faith settlement, judgment bar or reduction, or

25

I other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

26

8.5 The Stipulation may be amended or modified only by a written instrument

27

I by or on behalf of all Settling Parties or their respective successors-in-interest.

28



1

8.6 The Stipulation, the Settlement Cash Contribution Agreement referred to in ¶ 2.1

2

I above, the Insurance Release separately entered into between certain of the parties, and

3

I Supplemental Agreement referred to in ¶ 7.5 above constitute the entire agreement among

4

I parties hereto and no representations, warranties, or inducements have been made to any

5

I concerning the Stipulation other than the representations, warranties, and covenants

6

I and memorialized in such documents. It is understood by the Settling Parties that, except for

7 matters expressly represented herein, the facts or law with respect to which this Stipulation i

8

entered into may turn out to be other than or different from the facts now known to each party o

9

believed by such party to be true; each party therefore expressly assumes the risk of the facts o

10

law turning out to be so different, and agrees that this Stipulation shall be in all respects effectiv

11 and not subject to termination by reason of any such different facts or law. Except as otherwis

12 provided herein, each party shall bear her, his, or its own costs.

13

8.7 Lead Counsel, on behalf of the Class, is expressly authorized by Plaintiffs to

14

I all appropriate action required or permitted to be taken by the Class pursuant to the Stipulation

15 effectuate its terms and also are expressly authorized to enter into any modifications

16 amendments to the Stipulation on behalf of the Class which they deem appropriate. Plaint

17 and Lead Counsel represent and warrant that none of Plaintiffs’ claims or causes of act

18 referred to herein or that could have been alleged in the Litigation have been assign

19

encumbered or in any manner transferred in whole or in part.

20

8.8 Each counsel or other Person executing the Stipulation and any

21

I prepared in furtherance of the Stipulation on behalf of any party hereto hereby represents

22 warrants that such Person has the full authority to do so and has the authority to bind the party

23 whose behalf they are executing this Stipulation. The performance by any Class Member and

24

Settling Parties of their obligations under this Stipulation have been duly authorized and a

25 necessary third-party consents, if any, have been obtained.

26

8.9 The Stipulation may be executed in one or more counterparts. All

27 counterparts and each of them shall be deemed to be one and the same instrument, each of whi

28 shall be deemed an original notwithstanding that all of the parties hereto are not signatories to



1 same counterpart. A complete set of executed counterparts shall be filed with the Court. T

2

Settling Parties agree that facsimile or scanned signatures shall have the same force and effect

3 original signatures.

4

8.10 The Stipulation shall be binding upon, and inure to the benefit of, the successo

5 and assigns of the parties hereto, including any corporation or other entity into or with which a

6 party merges, consolidates, or reorganizes or has merged, consolidated, or reorganized.

7

8.11 The Court shall retain jurisdiction with respect to implementation a

8

enforcement of the terms of the Stipulation, and all parties and counsel for the parties here

9 submit to the jurisdiction of the Court for purposes of implementing and enforcing the Settleme

10

embodied in the Stipulation.

11

8.12 This Stipulation shall be considered to have been negotiated, executed

12

delivered, and to be wholly performed, in the State of California, and the rights and obliga

13 of the parties to the Stipulation shall be construed and enforced in accordance with, and gove

14

by, the internal, substantive laws of the State of California without giving effect to that State’

15 choice-of-law principles.

16

8.13 All of the Exhibits to this Stipulation are material and integral parts hereof and ar

17

fully incorporated herein by this reference.

18

(the remainder of this page has been intentionally left blank)

19

20

21

22

23

24

25

26

27

28


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IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by

duly authorized attorneys, dated as of May ', 2013.

/2 Dated: 2013

GLANCY BINKOW & GOLDBERG LLP

By: Lead Counsel for Lead Plaintiffs

Dated: , 2013

ROBBINS GELLER RUDMAN & DOWD LLP

By: Additional Counsel for Plaintiffs

Dated: 2013

KA'llTEN MIJCHIN ROSENMAN LLP

By: Counsel for Defendants Hansen Medical, Inc., Frederic C. Moll, Steven M. Van Dick, and Gary C. Restani and for Proposed Defendants Russell C. Hirsch, John G. Freund, Christopher P. Lowe, James M. Shapiro, and Thomas C. McConnell

Dated: ,2013

PILLSBURY WINTHROP SHAW PullMAN

By: Counsel for Defendant Christopher Sells

Dated: 2013

GIBSON DUNN & CRUTCHER LLP

By: Counsel for Proposed Defendant PricewaterhouseCoopers LLP


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IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by thei

duly authorized attorneys, dated as of May -, 2013.





KATTEN MUCHIN ROSENMAN LLP


PILLSBURY WINTHROP SHAW PIYITMAN




Dated: ,2013

Dated: (tttU4k ,2013

Dated: ,2013

Dated: ,2013

Dated: ,2013


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1 IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by thei

2 duly authorized attorneys, dated as of May , 2013.

3

4 Dated: 2013


5

By:

ra Lead Counsel for Lead Plaintiffs

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13

IEM

Dated: 2013

Dated: 1 2013




By: Counsel for Defendants Haah Medical, Inc., Frederic C. Moll, Steven MVan Dick, and Gary C. Restani and for Proposed Defendants Russell C. Hirsch, John G. Freund, Christopher P. Lowe, James M. Shapiro, and Thomas C. McConnell

15 Dated: ,2013

PILLSBURY WINTHROP SHAW PITTMAN 16

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pan

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Dated: ,2013


GIBSON DU1\N & CRUTCHER LLP




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IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by the

duly authorized attorneys, dated as of May , 2013.



niuuauJ.ir.Yu1mm



Dated: 1 2013

Dated: ,2013

Dated: ,2013

Dated: lily 1, 2013

Dated: 2013


By: Counsel for Defendants Hansen Medical, inc.. Frederic C. Moll, Steven M. Van Dick, and Gary C. Restani and for Proposed Defendants Russell C. Hirsch, John G. Freund, Christopher P. Lowe, James M. Shapiro, and Thomas C. McConnell

PILLSBURY WINT ROP W ITTMAN LLP

By: ZAJ Sells



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1 IN WITNESS WHEREOF, the parties hereto have caused the Stipulation to be executed, by

2 duly authorized attorneys, dated as of May -, 2013.

3

4 Dated: 5 2013


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El

Dated: ,2013

Dated: 1 2013


ROBB[NS GELLER RUDMAN & DOWD LLP




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Dated: 5 2013 PILLSBURY WINTHROP SHAW PITTMAN LLP


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Dated"1-1-12013 GIBSON DUNN & CRUTCHE LLP aJBy: Counsel for Proposed Defendant PricewaterhouseCoopers LLP

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WE



EXHIBIT A


1


2

OAKLAND DIVISION




EXHIBIT A Plaintiff,

v.

HANSEN MEDICAL, INC., FREDERIC H. MOLL, STEVEN M. VAN DICK, GARY C. RESTANI, and CHRISTOPHER SELLS

Defendants.

This Document Relates To:

ALL ACTIONS.

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ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE OF PROPOSED SETTLEMENT

ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE OF PROPOSED SETTLEMENT


1

WHEREAS, a class action is pending before the Court entitled Curry v. Hansen

2

Medical, Inc. , No. 4:09-cv-05094-CW, United States District Court for the Northern District of

3 California (the “Litigation”);

4 WHEREAS, the Court has received the Stipulation of Settlement dated May __, 2013

5

6 (the “Stipulation”), 1 which has been entered into by the Plaintiffs and the Settling Defendants,

7 and the Court has reviewed the Stipulation and the Exhibits annexed thereto;

8 WHEREAS, the Settling Parties having made application, pursuant to Federal Rule of

9

Civil Procedure 23(e), for an order preliminarily approving the settlement of this Litigation, in

10 accordance with the Stipulation of Settlement which, together with the Exhibits annexed

11 thereto, sets forth the terms and conditions for a proposed settlement of the Litigation and for

12 dismissal of the Litigation with prejudice upon the terms and conditions set forth therein; and

13

14 the Court having read and considered the Stipulation of Settlement and the Exhibits annexed

15 thereto;

16

NOW, THEREFORE, IT IS HEREBY ORDERED:

17

1. The Court does hereby preliminarily approve the Stipulation and the Settlement

18 set forth therein, subject to further consideration at the Settlement Hearing described below.

19 2. The Court finds that: (a) the Stipulation resulted from arm’s-length negotiations;

20 and (b) the Settlement is sufficiently fair, reasonable and adequate as to the Class Members to

21

22 warrant providing notice of the Settlement to Class Members and holding a Settlement Hearing.

23 3. The Settlement Hearing shall be held before this Court on _____,

24

2013, at ___:___ __.m. (approximately 100 days from the Notice Date as defined in ¶ 8(a)), to

25

determine whether the proposed Settlement of the Litigation on the terms and conditions

26

27 1 For purposes of this Order, the Court adopts all defined terms as set forth in the Stipulation,

28 the terms used herein shall have the same meaning as in the Stipulation.

-1- ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE

OF PROPOSED SETTLEMENT


1

I provided for in the Stipulation is fair, reasonable and adequate to the Class and should be

2 approved by the Court; whether a Judgment as provided in the Stipulation should be entered

3 herein; whether the proposed Plan of Allocation should be approved; whether to approve the

4 Plaintiffs’ application for their reasonable costs and expenses (including lost wages) directly

5

6 relating to their representation of the Class; and to determine the amount of fees and expenses

7 that should be awarded to counsel for Plaintiffs. The Court may adjourn the Settlement Hearing

8 without further notice to Members of the Class.

9

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court

10 preliminarily certifies, solely for the purposes of effectuating this Settlement, a Settlement Class

11 consisting of all persons or entities who purchased or otherwise acquired the publicly traded

12 common stock of Hansen between February 19, 2008 and October 18, 2009, inclusive, and were

13

14 allegedly damaged thereby. Excluded from the Class shall be the Settling Defendants and their

15 corporate affiliates, members of their immediate families, and their heirs, successors and

16 assigns, and any officers or directors of Hansen. There has been no prior notice to Class

17

Members of the certification of the Class in this Litigation or prior opportunity for any Person

18 or entity to request to be excluded from the Class.

19 5. In preliminarily certifying this Settlement Class, the Court finds that the

20 Settlement Class appears to satisfy the requirements of Rules 23(a) and (b)(3) of the Federal

21

22 Rules of Civil Procedure in that: (a) the number of Class Members is so numerous that joinder

23 of all members thereof is impracticable; (b) there are questions of law and fact common to the

24

Class; (c) the claims of the Court appointed Class Representatives, Mina Farr and Nader Farr,

25 are typical of the claims of the Class they represents; (d) the Class Representatives have and

26 will continue to fairly and adequately represent the interests of the Class; (e) the questions of

27 law and fact common to the members of the Class predominate over any questions affecting

28




1

I only individual members of the Class; and (f) a class action is superior to other available

2 methods for the fair and efficient adjudication of the controversy.

3 6. The Court approves, as to form and content, the Notice of Proposed Settlement

4 of Class Action, Motion for Attorneys’ Fees and Settlement Fairness Hearing (the “Notice”), the

5

6 Proof of Claim and Release form (the “Proof of Claim”), and Summary Notice (“Summary

7 Notice”) annexed as Exhibits A-1, A-2 and A-3 to the Stipulation, and finds that the mailing and

8

distribution of the Notice and publishing of the Summary Notice substantially in the manner and

9

form set forth in this Order meet the requirements of Federal Rule of Civil Procedure 23 and

10 Due Process, and is the best notice practicable under the circumstances and shall constitute due

11 and sufficient notice to all Persons entitled thereto.

12

7. Pending final determination by the Court as to whether the Settlement, as set 13

14 forth in the Stipulation, is fair, reasonable and adequate and should be finally approved and

15 whether the Judgment dismissing the Litigation with prejudice should be approved, no Class

16

Member, either directly, representatively or in any other capacity, shall assert, commence or

17 prosecute against any of the Settling Defendants or the Released Persons, any of the Released

18 Claims in this Litigation, or in any other proceeding or forum. This injunction is necessary to

19 protect and effectuate the settlement, this Order, and the Court’s flexibility and authority to

20 effectuate the settlement and to enter judgment when appropriate, and is ordered in aid of the

21

22 Court’s jurisdiction and to protect its judgments.

23 8. The Court appoints Garden City Group (“Claims Administrator”) to supervise

24 and administer the notice procedure as well as the processing of claims as more fully set forth

25

below:

26 (a) Not later than July 1, 2013 (the “Notice Date”), the Claims Administrator

27 shall cause a copy of the Notice and the Proof of Claim, substantially in the forms

28




1 annexed as Exhibits A-1 and A-2 to the Stipulation of Settlement, to be mailed by first

2 class mail to all Class Members who can be identified with reasonable effort;

3 (b) Not later than July 1, 2013, the Claims Administrator shall cause the

4 Stipulation and its Exhibits and a copy of the Notice to be posted on the following

5

6 website: www.gcginc.com ;

7 (c) Not later than July 15, 2013, the Claims Administrator shall cause the

8 Summary Notice to be published once in Investor’s Business Daily , and on a different

9

day shall cause the Summary Notice to be published once in Globe Newswire ; and

10 (d) Not later than September 13, 2013, Lead Counsel shall cause to be served

11 on the Settling Defendants’ counsel and filed with the Court proof, by affidavit or

12 declaration, of such mailing, publishing and posting. Hansen shall, at its own cost,

13

14 provide transfer records to the Claims Administrator in an electronic format acceptable

15 to the Claims Administrator.

16

9. Nominees who purchased or acquired Hansen common stock between

17

February 19, 2008 and October 18, 2009, inclusive, shall send the Notice and the Proof of

18 Claim to all beneficial owners of such Hansen common stock within twenty (20) days after

19 receipt thereof, or send a list of the names and addresses of such beneficial owners to the Claims

20 Administrator within twenty (20) days of receipt thereof, in which event the Claims

21

22 Administrator shall promptly mail the Notice and the Proof of Claim to such beneficial owners.

23 Lead Counsel shall, if requested, reimburse banks, brokerage houses or other nominees solely

24

for their reasonable out-of-pocket expenses incurred in providing the Notice to beneficial

25 owners who are Class Members out of the Settlement Fund, which expenses would not have

26 been incurred except for the sending of such Notice, subject to further order of this Court with

27 respect to any dispute concerning such compensation.

28




1

10. Any Person falling within the definition of the Class may, upon request, be

2 excluded from the Class. Unless otherwise ordered by the Court, for the request to be valid, any

3 such Person must submit to the Claims Administrator a request for exclusion (“Request for

4 Exclusion”), postmarked no later than September 20, 2013, which must state: (a) the name,

5

6 address, and telephone number of the Person requesting exclusion; (b) each of the Person’s

7 purchases and sales of Hansen common stock made during the Class Period, including the dates

8 of purchase or sale, the number of shares purchased and/or sold, and the price paid or received

9

per share for each such purchase or sale; and (c) that the Person wishes to be excluded from the

10 Class. All Persons who submit valid and timely Requests for Exclusion in the manner set forth

11 in this paragraph shall have no rights under the Settlement, shall not share in the distribution of

12 the Net Settlement Fund, and shall not be bound by the Settlement or the Judgment entered in

13

14 this Litigation.

15 11. All Members of the Class (other than those Persons or entities who shall timely

16 and validly request exclusion from the Class) shall be bound by all determinations and

17

judgments in the Litigation concerning the settlement, whether favorable or unfavorable to the

18 Class.

19 12. Class Members (other than those Persons or entities who shall timely and validly

20 request exclusion from the Class) who wish to collect in the settlement shall complete and

21

22 submit Proof of Claim forms in accordance with the instructions contained therein. Unless the

23 Court orders otherwise, all Proof of Claim forms must be postmarked no later than September

24

20, 2013. Any Class Member who does not timely submit a Proof of Claim within the time

25 provided for shall be barred from sharing in the distribution of the proceeds of the Net

26 Settlement Fund, unless otherwise ordered by the Court.

27

28




1

13. Any Member of the Class may enter an appearance in the Litigation, at his, her

2 or its own expense, individually or through counsel of his, her or its own choice. If they do not

3 enter an appearance, Lead Counsel will represent them.

4

14. Any Member of the Class (other than those Persons or entities who timely and 5

6 validly request exclusion from the Class) may appear and show cause, if he, she or it has any

7 reason, why the proposed settlement of the Litigation should or should not be approved as fair,

8 reasonable and adequate, why a Judgment should or should not be entered thereon, why the Plan

9

of Allocation should or should not be approved, or why attorneys’ fees and expenses should or

10 should not be awarded to Settling Class Action Plaintiffs’ Counsel or Plaintiffs; provided,

11 however, that no Class Member or any other Person shall be heard or entitled to contest the

12 approval of the terms and conditions of the proposed Settlement, or, if approved, the Judgment

13

14 to be entered thereon approving the same, or the order approving the Plan of Allocation, or the

15 attorneys’ fees and expenses to be awarded to Settling Class Action Plaintiffs’ Counsel or

16

Plaintiffs, unless that Person has filed said objections, papers and briefs with the Clerk of the

17

United States District Court for the Northern District of California, no later than September 20,

18 2013, and delivered copies of any such papers to counsel identified in the Notice, such that they

19 are received on or before such date. Any Member of the Class who does not make his, her or its

20 objection in the manner provided shall be deemed to have waived such objection and shall

21

22 forever be foreclosed from making any such objection, unless otherwise ordered by the Court.

23 15. All funds held by the Escrow Agent shall be deemed and considered to be in

24

custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such

25 time as such funds shall be distributed pursuant to the Stipulation or further order(s) of the

26 Court.

27 16. All papers in support of the settlement, the Plan of Allocation, Plaintiffs’

28 plication for reimbursement of expenses, and the application for attorneys’ fees or




1 shall be filed and served not later than September 6, 2013. Any papers in further support of the

2

Settlement, the Plan of Allocation and the application for attorneys’ fees or expenses, shall be

3 filed and served no later than September 30, 2013.

4

17. The Settling Defendants shall not have any responsibility for or liability with 5

6 respect to the Plan of Allocation or any application for attorneys’ fees or expenses submitted by

7 Lead Counsel, and such matters will be considered separately from the fairness, reasonableness

8 and adequacy of the Settlement.

9

18. At or after the Settlement Hearing, the Court shall determine whether the Plan of

10 Allocation proposed by Plaintiffs and any application for attorneys’ fees or expenses shall be

11 approved.

12

19. All reasonable expenses incurred in identifying and notifying Class Members, as 13

14 well as administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the

15 event the Settlement is not approved by the Court, or otherwise fails to become effective,

16 neither the Plaintiffs nor Lead Counsel shall have any obligation to repay any amounts actually

17 and properly disbursed from the Settlement Fund.

18 20. Neither the Stipulation, nor any of its terms or provisions, nor any of the

19 negotiations or proceedings connected with it, shall be construed as an admission or concession

20 by the Settling Defendants of the truth of any of the allegations in the Litigation, or of any

21

22 liability, fault, or wrongdoing of any kind and shall not be construed as, or deemed to be

23 evidence of or an admission or concession that Plaintiffs or any Class Members have suffered

24 any damages, harm, or loss.

25

21. In the event that the Settlement does not become effective in accordance with the

26 terms of the Stipulation of Settlement or the Effective Date does not occur, or in the event that

27 the Settlement Fund, or any portion thereof, is returned to the Settling Defendants, then this

28 Order shall be rendered null and void to the extent provided by and in accordance with the




1

Stipulation and shall be vacated and, in such event, all orders entered and Releases delivered in

2 connection herewith shall be null and void to the extent provided by and in accordance with the

3 Stipulation of Settlement.

4

22. Pending the Settlement Hearing, the Court stays all proceedings in the Litigation, 5

6 other than proceedings necessary to carry out or enforce the terms and conditions of the

7 Stipulation.

8 23. The Court reserves the right to adjourn the date of the Settlement Hearing

9

without further notice to the Members of the Class, and retains jurisdiction to consider all

10 further applications arising out of or connected with the Settlement. The Court may approve the

11 Settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate,

12 without further notice to the Class.

13

14

15 DATED:

16 The Honorable Claudia Wilken

17 Chief United States District Judge

18

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EXHIBIT B


1


2

OAKLAND DIVISION




EXHIBIT B 5

Plaintiff, FINAL JUDGMENT AND ORDER OF

6 v. DISMISSAL WITH PREJUDICE




SELLS

10 Defendants.

11


13 ALL ACTIONS.

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FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE


1

This matter came before the Court for hearing pursuant to an Order of this Court, dated

2 ___, 2013 (the “Preliminary Approval Order”), on the application of the Settling

3 Parties for approval of the Settlement set forth in the Stipulation of Settlement dated as of May

4 ___, 2013 (the “Stipulation”). Due and adequate notice having been given of the Settlement as

5

6 required in said Order, and the Court having considered all papers filed and proceedings held

7 herein and otherwise being fully informed in the premises and good cause appearing therefore,

8 IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

9

1. This Judgment incorporates by reference the Stipulation and the definitions in the

10 Stipulation, and all terms used herein shall have the same meanings set forth in the Stipulation.

11 2. This Court has jurisdiction over the subject matter of the Litigation and over all

12 parties to the Litigation, including all Members of the Class who did not timely file a request for

13

14 exclusion from the Class by the _________, 2013 deadline pursuant to the Preliminary

15 Approval Order.

16

3. The Court certifies this Litigation as a class action for the purposes of

17 and finds that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Fede

18

Rules of Civil Procedure have been satisfied in that: (a) the number of Class Members is

19 numerous that joinder of all members thereof is impracticable; (b) there are questions of law a

20

fact common to the Class; (c) the claims of the Court appointed Class Representatives, Mina F

21 and Nader Farr, are typical of the claims of the Class they represent; (d) the Cla

22

Representatives have and will continue to fairly and adequately represent the interests of t

23

Class; (e) the questions of law and fact common to the members of the Class predominate ov

24 any questions affecting only individual members of the Class; and (f) a class action is superior

25 other available methods for the fair and efficient adjudication of the controversy.

26

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby

27

finally certifies this Litigation for settlement as a class action on behalf of all persons or entities

28 who purchased or otherwise acquired the publicly traded common stock of Hansen between

-1- FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE


1

February 19, 2008 and October 18, 2009, inclusive, and were allegedly damaged thereby.

2

Excluded from the Class shall be the Settling Defendants and their corporate affiliates, members

3 of their immediate families, and their heirs, successors and assigns, and any officers or directors

4 of Hansen. Also excluded from the Class are persons and entities who submitted valid and

5

6 timely requests for exclusion in accordance with the Notice, who are listed on Exhibit 1 hereto.

7 5. The distribution of the Notice and the publication of the Summary Notice,

8 provided for in the Preliminary Approval Order, constituted the best notice practicable under

9

circumstances, including individual notice to all members of the Class who could be

10 through reasonable effort. Said notices provided the best notice practicable under

11 circumstances of those proceedings and of the matters set forth therein, including the

12 Settlement set forth in the Stipulation, to all Persons entitled to such notices, and said

13

14 fully satisfied the requirements of Federal Rule of Civil Procedure 23, Section 21D(a)(7) of

15 Securities and Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7), the requirements of Due

16 and any other applicable law.

17

6. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court

18 approves the Settlement set forth in the Stipulation and finds that said Settlement is, in

19 respects, fair, reasonable and adequate to, and is in the best interests of the Plaintiffs, the

20 and each of the Class Members. This Court further finds the Settlement set forth in

21

22 Stipulation is the result of arm’s-length negotiations between experienced counsel

23 the interests of the Plaintiffs, Class Members and the Settling Defendants. Accordingly,

24

Settlement embodied in the Stipulation is hereby approved in all respects and shall

25 consummated in accordance with its terms and provisions. The Settling Parties are

26 directed to perform the terms of the Stipulation.

27 7. To the broadest scope permitted under law, any and all claims for contributi

28 table indemnification, or subrogation, including but not limited to the contribution bar as



1

forth in 15 U.S.C. § 78u4(f)(7)(A), are hereby permanently barred, extinguished,

2 satisfied, and unenforceable. For purposes of clarity, this provision shall not apply to

3 exclusions set forth in ¶ 9 below.

4 8. Except as to any individual claim of those Persons (identified in Exhibit

5

6 attached hereto), who timely requested exclusion from the Class before the _________, 201

7 deadline, the Litigation and all claims contained therein, including all of the Released

8

both known and unknown, are dismissed with prejudice. The Settling Parties are to bear

9

own costs, except as otherwise provided in the Stipulation.

10 9. Any and all claims, either known or unknown, that each of the Settling

11 Action Defendants may have against each other based on the facts alleged, or which could

12 been alleged in the Class Action, or which arise from or relate to the matters and

13

14 alleged in the Class Action and the commencement and prosecution of that litigation (

15 but not limited to any claims by Hansen against PwC for negligence, malpractice or breach

16 contract, and any claims by PwC against Hansen or any Individual Defendant

17 misrepresentation or other claims related to the conduct alleged in the Complaints) are

18 released and/or dismissed with prejudice. This dismissal and/or release, however, shall

19 include: (i) the right of Sells to obtain testimony and documents pursuant to

20 procedural rules from any Settling Class Action Defendant in any action against Sells, i

21

22 but not limited to Securities Exchange Commission v. Sells , Case No. 4:11-cv-4941-CW (N

23 Cal.); (ii) any rights of Sells to advancement of legal fees and costs and indemnification

24

Hansen; and (iii) any rights by Hansen to recovery of legal fees and costs previously advanced

25

Sells, subject to the terms set forth in the Stipulation.

26 10. Upon the Effective Date, the Plaintiffs and each of the Class Members (other

27 those Persons or entities listed on Exhibit 1 who have timely and validly requested

28 from the Class), for themselves and for each of their respective officers, directors,



1

I employees, agents, spouses, subsidiaries, heirs at law, successors and assigns, and any

2

Person claiming (now or in the future) through or on behalf of them, and regardless of

3 any such Plaintiffs or Class Member ever seeks or obtains by any means, including, wi

4 limitation, by submitting a Proof of Claim and Release, any distribution from the

5

6 Fund, shall be deemed to have, and by operation of the Judgment shall have, fully, finally,

7 forever released, relinquished, and discharged all Released Claims (including known claims

8 Unknown Claims) against the Released Persons and shall have covenanted not to sue

9

Released Persons with respect to all such Released Claims, and shall be permanently barred

10 enjoined from instituting, commencing, or prosecuting any Released Claims against the

11 Persons except to enforce the releases and other terms and conditions contained in thi

12 Stipulation or the Judgment entered pursuant thereto.

13

14 11. Upon the Effective Date hereof, each of the Released Persons shall be deemed

15 have, and by operation of this Judgment shall have, fully, finally, and forever

16 relinquished and discharged the Plaintiffs, each and all of the Class Members, and Plaintiffs

17

Counsel from all claims (including Unknown Claims), arising out of, relating to, or in

18 with the institution, prosecution, assertion, settlement or resolution of the Litigation.

19 12. Any further orders or proceedings solely regarding the Plan of Allocation shall

20 no way disturb or affect this Judgment and shall be separate and apart from this Judgment.

21

22 13. Neither the Stipulation nor the Settlement contained therein, nor any

23 performed or document executed pursuant to or in furtherance of the Stipulation or

24

Settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of,

25 validity of any Released Claim, or of any wrongdoing or liability of the Settling Defendants;

26 (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault

27 omission of any of the Released Persons in any civil, criminal or administrative proceeding

28 court, administrative agency or other tribunal. The Released Persons may file the



1 and/or the Judgment in any other litigation that may be brought against them in order to

2 a defense or counterclaim based on principles of res judicata, collateral estoppel, release,

3 faith settlement, judgment bar or reduction or any other theory of claim preclusion or

4 preclusion or similar defense or counterclaim.

5

6 14. Without affecting the finality of this Judgment in any way, this Court

7 retains continuing jurisdiction over: (a) implementation of this Settlement as set forth in

8 Stipulation and any award or distribution of the Settlement Fund, including interest

9

thereon; (b) disposition of the Settlement Fund; (c) hearing and determining applications

10 attorneys’ fees and expenses in the Litigation; and (d) all Parties hereto for the purpose

11 construing, enforcing and administering the Stipulation. With respect to any future hearing

12 determination of any investment or distribution of the Settlement Fund to Class Members,

13

14 Plan of Allocation, the determination, administration or calculation of claims by claimants

15 attorneys’ fees of Plaintiff’s counsel, or the payment or withholding of Taxes of the

16

Fund, Settling Defendants have no responsibility for, interest in, or liability in connection wi

17 such matters and do not have to appear or participate in any hearing for or determination of

18 separate matters.

19 15. The Court finds that during the course of the Litigation and after review of

20 record of this case, the Settling Parties and their respective counsel at all times complied with

21

22 requirements of Federal Rule of Civil Procedure 11 and particularly with Rule 11(b) of

23 Federal Rules of Civil Procedure.

24

16. In the event that the Settlement does not become effective in accordance with

25 terms of the Stipulation or the Effective Date does not occur, or in the event that the

26 Fund, or any portion thereof, is returned to the Settling Defendants, then this Judgment shall

27 rendered null and void and shall be vacated and, in such event, all orders entered and

28 delivered in connection herewith shall be null and void.



1

17. The Court hereby GRANTS Lead Counsel’s attorneys’ fees of ______ %

2 the Settlement Fund, comprised of $_________ in cash and _________ in stock, and

3 in an amount of $

together with the interest earned thereon for the same

4 period and at the same rate as that earned on the Settlement Fund until paid. Said fees shall

5

6 allocated by Lead Counsel among Plaintiffs’ counsel in a manner which, in Lead Counsel’

7 good-faith judgment, reflects each counsel’s contribution to the institution, prosecution

8 resolution of the Litigation. The Court finds that the amount of fees awarded is fair

9

reasonable in light of the time and labor required, the novelty and difficulty of the case, the

10 required to prosecute the case, the experience and ability of the attorneys, awards in

11 cases, the contingent nature of the representation and the result obtained for the Class.

12

18. The Court hereby GRANTS Lead Plaintiffs their reasonable costs and 13

14 (including lost wages) directly related to their representation of the Class in the amount

15 $ each.

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19. The awarded attorneys’ fees and expenses and Lead Plaintiffs’ costs

17 expenses, and interest earned thereon, shall be paid to Lead Counsel and Lead Plaintiffs from

18 Settlement Fund immediately after the date this Order is executed subject to the

19 conditions, and obligations of the Stipulation and in particular ¶ 6.2 thereof, which

20 conditions, and obligations are incorporated herein.

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22

23 DATED:

The Honorable Claudia Wilken

24 Chief United States District Judge

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28



EXHIBIT 1

List of Persons and Entities Excluded from the Class in

Curry v. Hansen Medical, Inc. , No. 4:09-cv-05094-CW

The following persons and entities, and only the following persons and entities, prop excluded themselves from the Class by the _____________, 2013 deadline pursuant to Court’s Order dated____________, 2013:

IN RESPONSE TO THE NOTICE OF PENDENCY OF CLASS ACTION


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EXHIBIT A-1


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OAKLAND DIVISION




EXHIBIT A-1 Plaintiff,

v.

HANSEN MEDICAL, INC., FREDERIC H. MOLL, STEVEN M. VAN DICK, GARY C. RESTANI, and CHRISTOPHER SELLS

Defendants.

This Document Relates To:

ALL ACTIONS.

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FOR ATTORNEYS’ FEES AND EXPENSES, AND SETTLEMENT FAIRNESS HEARING

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IF YOU PURCHASED OR ACQUIRED HANSEN MEDICAL, INC. COMMON STOCK

2

BETWEEN FEBRUARY 19, 2008 AND OCTOBER 18, 2009, INCLUSIVE, YOU

3 COULD RECEIVE A PAYMENT FROM A CLASS ACTION SETTLEMENT .

4 A federal court authorized this Notice. This is not a solicitation from a lawyer.

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6 Your legal rights are affected whether you act, or don’t act.

7 Read this Notice carefully.

8 Security and Time Period: Hansen Medical, Inc. (“Hansen” or the “Company”)

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common stock (stock symbol: HNSN) purchased or acquired between February 19, 2008 and

10 October 18, 2009, inclusive (the “Class Period”).

11 Settlement Fund: $8,500,000, comprised of $4,250,000 in cash and $4,250,000 in

12 Hansen stock. Your individual recovery will depend on the number of shares of Hansen

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14 common stock you, and other Class Members who file valid claims, purchased and sold and the

15 prices at which you, and the other Class Members who file valid claims, purchased and sold

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those shares. Based upon information currently available to Plaintiffs and the analysis

17 performed by their damages consultant, it is estimated that if class members submit claims for

18 100% of the common stock eligible for distribution, the estimated average distribution per share

19 of common stock will be approximately $0.34 per share before deduction of Court-approved

20 fees and expenses and costs of notice and claims administration. Historically, actual claims

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22 rates are less than 100%, which will result in a higher distribution per share.

23 Reasons for Settlement: The case has been litigated since October 2009. The Plaintiffs

24 and Lead Counsel believe that the Settlement provides the Class with a benefit now, instead of

25 after years of further uncertain litigation, including disposition of summary judgment motions, a

26 contested trial and likely appeals, with the possibility of no recovery at all.

27 Plaintiffs allege that Hansen’s stock price was artificially inflated as a result of a series

28 of untrue or materially misleading statements concerning Hansen’s improper revenue

-1- NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION , MOTION FOR ATTORNEYS ’

FEES AND EXPENSES , AND SETTLEMENT FAIRNESS HEARING


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I recognition and accounting irregularities as disclosed by Hansen’s restatement of several

2 quarters of financial results. Plaintiffs further contend that the Settling Defendants made these

3 statements knowing them to be false or misleading, or recklessly disregarding their false or

4 misleading natures, and that investors suffered injury as a result of the alleged inflation.

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6 The Settling Defendants have denied and continue to deny each and all of the allegations

7 made and claims brought by Plaintiffs, maintain that they have meritorious defenses and

8 contend that many of the factual allegations are materially inaccurate. The Settling Defendants

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also have denied and continue to deny, inter alia, the allegations that Plaintiffs or the Class have

10 suffered damages, that the prices of Hansen common stock were artificially inflated by reason

11 of alleged misrepresentations, non-disclosures, or otherwise, or that Plaintiffs or the Class were

12 harmed by the conduct alleged in the Operative or Proposed Complaints or otherwise.

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14 Nonetheless, the Settling Defendants have concluded that further conduct of the

15 Litigation would be protracted and expensive, and that it is desirable that the Litigation be fully

16 and finally settled in the manner and upon the terms and conditions set forth in the Stipulation

17 of Settlement (the “Stipulation”) entered into between Plaintiffs and the Settling Defendants.

18 The Settling Defendants also have taken into account the uncertainty and risks inherent in any

19 litigation, especially in complex cases like this Litigation. The Settlement shall in no event be

20 construed as, or deemed to be evidence of, an admission or concession by any of the Settling

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22 Defendants with respect to any claim of any fault or liability or wrongdoing or damage to the

23 Class Members in this Litigation.

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If the Case Had Not Settled: The Settlement must be compared to the risk of no

25 recovery after contested dispositive motions, trial and likely appeals. A trial is a risky

26 proposition. The claims in the Litigation involve numerous complex legal and factual issues,

27 many of which would require expert testimony. The Settling Parties disagree on both liability

28 and damages and do not agree on the average amount of damages per share, if any, that would




1

I be recoverable if Plaintiffs were to have prevailed on each claim alleged. Among the many key

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issues about which Plaintiffs and the Settling Defendants do not agree are: (1) whether the

3 Defendants violated the securities laws or otherwise engaged in any wrongdoing; (2) whether

4 the misrepresentations and omissions alleged by the Plaintiffs were material, false, misleading

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6 or otherwise actionable under the securities laws; (3) the extent (if any) that the alleged

7 misrepresentations and omissions influenced the trading prices of Hansen common stock during

8 the Class Period; and (4) the method for determining whether, and the extent to which,

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purchasers of Hansen stock suffered injury and damages that could be recovered at trial.

10 Attorneys’ Fees and Expenses: Lead Counsel have not received any payment for their

11 work or expenses incurred in investigating the facts, conducting this Litigation and negotiating

12 the Settlement on behalf of the Plaintiffs and the Class. Lead Counsel will ask the Court for

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14 attorneys’ fees not to exceed 30% of the Settlement Fund and expenses not to exceed $175,000

15 to be paid from the Settlement Fund, plus interest on both amounts. The Lead Plaintiffs will

16 also request payment for their actual costs and expenses (including lost wages) directly related

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to their representation of the Class, not to exceed $3,500.00 each.

18 If the above amounts are requested and approved by the Court, the average cost per

19 share of common stock will be approximately $0.11 per share, making the estimated recovery

20 per share after fees and expenses approximately $0.23.

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22 Dismissal and Releases: If the proposed Settlement is approved, the Court will enter a

23 Final Judgment and Order of Dismissal with Prejudice (the “Judgment”). The Judgment will

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dismiss the Released Claims with prejudice as to the Released Persons, which include the

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Settling Defendants (including, but not limited to, their parents, subsidiaries and affiliates, and

26 all of their employees, directors and officers). The Judgment will provide that all Class

27 Members shall be deemed to have released and forever discharged all Released Claims (to the

28 extent Members of the Class have such claims) against all Released Persons. The terms of the




releases, including the meaning of the term “Released Claims,” are set forth in the Proof of

Claim and Release form that is enclosed.

Deadlines:

Submit Claim: _______________, 2013

File Objection: 2013

Request Exclusion 2013

Court Hearing on Fairness of Settlement: _______________, 2013

More Information: www.HansenMedicalSecuritiesLitigation.com

Claims Administrator:

Garden City Group, Inc. Curry v. Hansen Medical, Inc . P.O. Box 35067 Seattle, WA 98124-3508 (888) 985-9896

Lead Counsel:

Lionel Z. Glancy, Esq. Glancy Binkow & Goldberg LLP 1925 Century Park East, Suite 2100 Los Angeles, California 90067 1-888-773-9224 [email protected]

Your legal rights are affected whether you act, or don’t act. Read this Notice carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:

SUBMIT A CLAIM The only way to receive a payment.



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OBJECT

You may write to the Court if you do not like this

3 Settlement.

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6 EXCLUDE

Receive no payment. This is the only option that

7 YOURSELF allows you to participate in another lawsuit against the

8 Settling Defendants relating to the class claims being

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released in this case.

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11 GO TO A HEARING

You may ask to speak in Court about the fairness of

12 the Settlement.

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15 DO NOTHING

Receive no payment.

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You may submit a claim or object, or do both, or do nothing. However, if you timely

18 exclude yourself, that is the only thing you can do: you may not object in writing, you may not

19 appear at the Court Hearing on Fairness of Settlement to state any objections, and you may not

20 submit a claim.

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22 If you object and do not request exclusion, you will remain a member of the Settlement

23 Class, and if the Court approves the Settlement, you will be bound by the terms of the

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Settlement in the same way as Settlement Class Members who do not object.

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Unless you timely request exclusion from the Class, or unless the Court rejects the

26 proposed Settlement, you are bound by the Stipulation of Settlement and its Releases, whether

27 or not you submit a claim or object.

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1

These rights and options — and the deadlines to exercise them — are explained in this

2

Notice.

3 The Court presiding over this case must decide whether to approve the Settlement.

4 Payments will be made only if the Court approves the Settlement and, if there are any appeals,

after appeals are resolved. Please be patient.

The Court has authorized this Notice, but no money will be paid to anyone until the

Court holds the Settlement Hearing on __________, 2013. The Court has not decided the

merits of this case.

WHAT THIS NOTICE CONTAINS BASIC INFORMATION

1. Why did I receive this notice package? 2. What is this lawsuit about? 3. Why is this a class action? 4. Why is there a settlement?

WHO IS IN THE SETTLEMENT

5. How do I know if I am part of the settlement? 6. Where are the exceptions to being included? 7. I’m still not sure if I’m included.

THE SETTLEMENT BENEFITS – WHAT YOU GET

8. What does the settlement provide? 9. How much will my payment be?

HOW YOU GET A PAYMENT – SUBMITTING A CLAIM FORM

10. How can I obtain a payment? 11. When will I receive my payment? 12. What am I giving up to receive a payment?

EXCLUDING YOURSELF FROM THE CLASS ACTION SETTLEMENT

13. How do I get out of the Class? 14. If I do not exclude myself, can I sue the Settling Defendants for the same thing later? 15. If I exclude myself, can I receive money from the settlement?



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THE LAWYERS REPRESENTING YOU

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16. Do I have a lawyer in the case?

3 17. How will the lawyers be paid?

4 OBJECTING TO THE SETTLEMENT

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18. How do I tell the Court that I do not like the settlement?

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THE COURT’S SETTLEMENT HEARING

7 19. When and where will the Court decide whether to approve the Settlement?

8 20. Do I have to come to the hearing?

21. May I speak at the hearing? 9

IF YOU DO NOTHING 10

11 22. What happens if I do nothing at all?

12

GETTING MORE INFORMATION

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23. Are there more details about the settlement?

14 UNDERSTANDING YOUR PAYMENT

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16

BASIC INFORMATION

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1. Why Did I Receive This Notice Package?

18 You or someone in your family may have purchased or acquired Hansen common stock

19 between February 19, 2008 and October 18, 2009, inclusive.

20 This Notice was sent because you have a right to know about a proposed Settlement of a

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22 class action lawsuit, and about all of your options, before the Court decides whether to approve

23 the Settlement. If the Court approves the Settlement and after any objections or appeals are

24 resolved, the Claims Administrator appointed by the Court will make the payments to those

25 persons who timely submit claims in the manner described below.

26 This package explains the lawsuit, the Settlement, your legal rights, what benefits are

27 available, who is eligible for them, and how to get them.

28




1

The Court in charge of the case is the United States District Court for the Northern

2

District of California, and the case is known as Curry v. Hansen Medical, Inc., et al. , No. 4:09-

3 cv-05094-CW. Mina Farr and Nader Farr are called Lead Plaintiffs, and the Lead Plaintiffs, and

4 plaintiffs Robert Curry, Kim M. Prenter, Muthusamy, Sivanantham, Jean Cawood, and Gary

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6 Cawood are collectively referred to as Plaintiffs. The companies and persons they have sued, or

7 intend to sue, including Hansen, are collectively called the Settling Defendants. The Settling

8 Parties include Plaintiffs and the Settling Defendants.

9

2. What Is This Lawsuit About?

10 This Litigation alleges violations of the Federal Securities Laws (specifically Sections

11 10(b) and 20(a) of the Exchange Act (15 U.S.C. §78j(b) and 78(t)(a)) and Rule 10b-5

12 promulgated thereunder (17 C.F.R. §240.10b-5)) against Defendants.

13

14 Hansen is a Delaware corporation with its principal executive offices located in

15 Mountain View, California. Hansen develops, manufactures, and sells medical robotics

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designed for the positioning, manipulation, and control of catheters and catheter-based

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technologies. Hansen’s primary product is a large robotic navigation system called the Sensei

18 Robotic Catheter System (“Sensei System” or “System”). The System is designed to manipulate

19 and place catheters in locations within the heart during surgery for the diagnosis and treatment

20 of patients who suffer from arrhythmia. During the Class Period, Hansen common stock traded

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22 on the NASDAQ Stock Exchange (NASDAQ) under the ticker symbol “HNSN.”

23 Plaintiffs allege that, during the Class Period, Hansen’s stock price was artificially

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inflated as a result of a series of untrue or materially misleading statements concerning

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Hansen’s improper revenue recognition and accounting irregularities as disclosed by Hansen’s

26 restatement of several quarters of financial results. Plaintiffs further contend that the Settling

27 Defendants made these statements knowing them to be false or misleading, or recklessly

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I disregarding their false or misleading natures, and that investors suffered injury as a result of the

2 alleged inflation.

3 3. Why Is This A Class Action?

4 Class actions are generally used in lawsuits that affect a large number of individuals; in

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6 effect, the class action operates to consolidate into a single action all of the claims of individuals

7 allegedly harmed by the same conduct or course of conduct, thus alleviating the need for

8 members of the class to file their own individual lawsuits to recover for the harm alleged. Once

9

the class is certified, the Court is empowered to resolve all issues on behalf of members of the

10 class, except for those members of the class, if any, who specifically choose to exclude

11 themselves from the Class.

12 As part of the preliminary approval process, Plaintiffs will ask the court to certify a

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14 Class for settlement purposes only. The proposed class will consist of all persons or entities

15 who purchased or otherwise acquired the publicly traded common stock of Hansen between

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February 19, 2008 and October 18, 2009, inclusive, and were allegedly damaged thereby,

17 except defendants and persons and entities related to them. All Class Period purchasers of

18 Hansen common stock are members of the Class, except those persons who timely file a request

19 for exclusion by [21 days prior to the Settlement Hearing]______________, 2013. All persons

20 who do not timely exclude themselves from the Class will be bound by the proposed Settlement

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22 and its accompanying Release.

23 4. Why Is There a Settlement?

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The Court did not decide in favor of the Plaintiffs or the Settling Defendants. Instead,

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both sides agreed to a Settlement. This permits them to avoid the cost and uncertainty of a trial,

26 and permits eligible Class Members who submit valid claims to receive compensation. The

27 Plaintiffs and their attorneys believe the Settlement is best for all Class Members. The Settling

28 Defendants have concluded that further defense of the Litigation would be protracted and




1 expensive, and that it is desirable that the Litigation be fully and finally settled in the manner

2 and upon the terms and conditions set forth in the Stipulation of Settlement. The Settling

3 Defendants also have taken into account the uncertainty and risks inherent in any litigation,

4 especially in complex cases such as the Litigation.

5 WHO IS IN THE SETTLEMENT

6

7 To see if you will receive money from this Settlement, you first have to determine if you

8 are a Class Member.

9

5. How Do I Know if I Am Part of the Settlement?

10 The Class includes all persons or entities who purchased or otherwise acquired the

11 publicly traded common stock of Hansen between February 19, 2008 and October 18,

12 2009, inclusive, and were allegedly damaged thereby.

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14 6. What Are the Exceptions to Being Included?

15 You are not a Class Member if you are a Settling Defendant, their corporate affiliates,

16 members of their immediate families, and their heirs, successors and assigns, and any officers or

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directors of Hansen.

18 7. I’m Still Not Sure if I Am Included.

19 If you are still not sure whether you are included, you can ask for free help. You can

20 call Lionel Z. Glancy of Glancy Binkow & Goldberg LLP at 1-888-773-9224 for more

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22 information or Garden City Group at 888-985-9896. Or you can fill out and return the claim

23 form described in question 10, to see if you qualify, or go to

24 www.HansenMedicalSecuritiesLitigation.com for more information.

25

THE SETTLEMENT BENEFITS — WHAT YOU GET

26 8. What Does the Settlement Provide?

27 The Settlement will result in a fund of $8.5 million, comprised of $4.25 million in cash

28 and $4.25 million in stock. Per the Stipulation of Settlement, Hansen will contribute $4.25




1 million in stock to the Net Settlement Fund, valued based on the average closing price of the

2 stock for the ten (10) trading days prior to final approval of the Settlement. The stock shall not

3 constitute “restricted securities” pursuant to the Securities Act of 1933, and may be sold or

4 transferred by Authorized Claimants without registration under §5 of the Securities Act of 1933

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6 or compliance with Rule 144 of the Securities Act of 1933.

7 The balance of this fund after payment of Court-approved attorneys’ fees and expenses,

8 and the costs of claims administration, including the costs of printing and mailing this Notice

9

and the cost of publishing the newspaper notice (the “Net Settlement Fund”) will be divided

10 among all eligible Class Members who send in valid claim forms.

11 9. How Much Will My Payment Be?

12 Your share of the Net Settlement Fund will depend on the number of valid claim forms

13

14 that Class Members send in, the number of Hansen common shares you purchased or acquired

15 during the relevant period, and the timing of your purchases and sales. You will not receive a

16 payment, however, if your proportionate share of the Net Settlement Fund is less than $10.00.

17

You can calculate your Recognized Claim in accordance with the formula shown below

18 in the Plan of Allocation. The payment you receive will reflect your Recognized Claim in

19 relation to the Recognized Claims of all persons submitting valid Claim Forms. Because the

20 total of all recognized claims is expected to exceed the amount of the Net Settlement Fund, your

21

22 Recognized Claim is not the amount of the payment that you can expect, but is used to

23 determine how the Net Settlement Fund is allocated among all persons submitting claims.

24

HOW YOU OBTAIN A PAYMENT — SUBMITTING A CLAIM FORM

25

10. How Will I Obtain a Payment?

26 To qualify for payment, you must be an eligible Class Member, send in a valid Proof of

27 Claim and Release form, and properly document your claim as requested in the Claim Form. A

28 Proof of Claim and Release form is enclosed with this Notice. You may also get a Proof of




1

Claim and Release form on the internet at www.HansenMedicalSecuritiesLitigation.com . Read

2 the instructions carefully, fill out the Proof of Claim and Release form, include the documents

3 the form asks for, sign it, and mail it in the enclosed envelope postmarked no later than

4 __________, 2013.

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6 11. When Will I Receive My Payment?

7 The Court will hold a hearing on __________, 2013, to decide whether to approve the

8 Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain

9

when these appeals will be resolved, and resolving them can take time, perhaps more than a

10 year. Even if no appeals are filed, it will take several months for the Claims Administrator to

11 process all of the Proof of Claim and Release forms and determine the ultimate distribution

12 amounts.

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14 12. What Am I Giving Up to Receive a Payment?

15 As a Class Member, you will be giving up certain rights that you currently have if the

16

Court approves the Settlement. Unless you timely exclude yourself from the Class by the [21

17

days prior to the Settlement Hearing] __________, 2013 deadline, you are a Member of the

18 Class and will be bound by the Release of claims against the Defendants. That means that you

19 cannot sue, continue to sue, or be part of any other lawsuit against the Settling Defendants about

20 the Released Claims in this case. It also means that all of the Court’s orders will apply to you

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22 and legally bind you and you will release your claims in this case against the Settling

23 Defendants. The terms of the Release are included in the claim form that is enclosed. Note: If

24 you object, but the Court approves the Settlement, you will be bound by the terms of the

25

Settlement in the same way as Members of the Class who do not object.

26 EXCLUDING YOURSELF FROM THE CLASS ACTION SETTLEMENT

27 If you do not want a payment from the class action Settlement, but you want to keep the

28 to sue or continue to sue the Settling Defendants on your own for the Released Claims in




the class action then you must take steps to get out of the Class. This is called excluding

yourself or is sometimes referred to as opting out of the Class.

13. How Do I Get Out of the Class?

To exclude yourself from the Class, you must send a letter by mail stating that you want

to be excluded from Curry v. Hansen Medical, Inc. , No. 4:09-cv-05094-CW. To be valid, your

request must include your name, address, telephone number, your signature, and the number of

shares of Hansen common stock you purchased or acquired between February 19, 2008 and

October 18, 2009, inclusive, the number of shares sold during this time period, if any, the dates

of such purchases and/or sales, and the price(s) paid or received per share for each such

purchase or sale. You must mail your exclusion request postmarked no later than __________,

2013 to:

Garden City Group, Inc. Curry v. Hansen Medical, Inc . P.O. Box 35067 Seattle, WA 98124-3508 888-985-9896

You cannot exclude yourself on the phone or by e-mail. If you ask to be excluded, you

are not eligible to receive any settlement payment, and you cannot object to the class action

Settlement. You will not be legally bound by anything that happens in the class action lawsuit.

14. If I Do Not Exclude Myself, Can I Sue the Settling Defendants for the Same

Thing Later?

No. Unless you exclude yourself from the Class, you give up any right to sue the

Settling Defendants or their Released Persons for the Released Claims in the class action

Settlement. If you have a pending lawsuit against any of the Defendants, speak to your lawyer

in that case immediately. Remember, the exclusion deadline is [21 days prior to the Settlement

2013. -13-

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION , MOTION FOR ATTORNEYS ’ FEES AND EXPENSES , AND SETTLEMENT FAIRNESS HEARING

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15. If I Exclude Myself, Can I Receive Money from the Class Action

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Settlement?

3 No. If you exclude yourself, do not send in a Claim Form.

4 THE LAWYERS REPRESENTING YOU

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6 16. Do I Have a Lawyer in This Case?

7 The Court appointed the law firm of Glancy Binkow & Goldberg LLP to represent you

8 and other Class Members. These lawyers are called Lead Counsel. You will not be personally

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liable for the fees and expenses incurred by these lawyers. If you want to be represented by

10 your own lawyer, you may hire one at your own expense.

11 17. How Will the Lawyers Be Paid?

12 Lead Counsel and the other Settling Class Action Plaintiffs’ Counsel will ask the Court

13

14 for attorneys’ fees of 30% of the Settlement Fund and for expenses up to $175,000 in

15 connection with the Litigation. The Lead Plaintiffs will also request payment of their actual

16 costs and expenses (including lost wages) directly related to their representation of the Class,

17 not to exceed $3,500.00 each. Such sums as may be approved by the Court will be paid from

18 the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

19 The attorneys’ fees and expenses requested will be the only payment to Lead Counsel

20 and the other Settling Class Action Plaintiffs’ Counsel for their efforts in achieving this

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22 Settlement and for their risk in undertaking this representation on a wholly contingent basis.

23 Since the case began in 2009, Lead Counsel and the other Settling Class Action Plaintiffs’

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Counsel have conducted all of the investigation, briefing and motions practice necessary to

25

litigate the action, and consulted experts regarding the damages. To date, Lead Counsel and the

26 other Settling Class Action Plaintiffs’ Counsel have not been paid for their services in

27 conducting this Litigation on behalf of the Plaintiffs and the Class, nor for their expenses. Lead

28 Counsel and the other Settling Class Action Plaintiffs’ Counsel have expended to date more




1

than ___ hours of attorney time in prosecuting the Class’s claims and will ask the Court for

2 actual expenses not to exceed $175,000 in prosecuting the Litigation. The fee requested will

3 compensate Lead Counsel for their work in achieving the Settlement Fund.

4 Lead Counsel shall file a formal motion with the District Court for approval of the

5

6 Settlement, the Plan of Allocation, and the request for attorneys’ fees and expenses not later

7 than 35 days prior to the Settlement Hearing. That motion will argue that the requested fees are

8 well within the range of fees awarded to class counsel under similar circumstances in other

9

cases of this type. The Court determines what counsel should receive from the Settlement Fund

10 for fees and expenses, and may award less than this amount.

11 OBJECTING TO THE SETTLEMENT

12 You can tell the Court that you do not agree with the Settlement or some part of it.

13 18. How Do I Tell the Court that I Do Not Like the Settlement?

14

15 If you are a Class Member, you can object to the Settlement if you do not like any part

16 of it, including the Plan of Allocation and the request for attorneys’ fees and expenses. You can

17 state the reasons why you think the Court should not approve it, and the Court will consider

18 your views. To object, you must send a letter saying that you object to the Settlement in Curry

19 v. Hansen Medical, Inc. , No. 4:09-cv-05094-CW. Be sure to include your name, address,

20 telephone number, your signature, the number of shares of Hansen common stock purchased

21

22 and/or acquired between February 19, 2008 and October 18, 2009, inclusive, and the reasons

23 you object. The motions in support of the Settlement and the request for attorneys’ fees will be

24

filed no later than [35 days prior to the Settlement Hearing], _____________, 2013, and they

25 will be available from Lead Counsel, the Claims Administrator or the Court: their contact

26 information is listed in Section 23, below. Any objection must be mailed or delivered such that

27 it is received by each of the following no later than [21 days prior to the Settlement Hearing],

28 2013:




Court:

Clerk of the Court Office of the Clerk United States District Court 450 Golden Gate Avenue San Francisco, CA 94102-3489.

Lead Counsel Designee:

Lionel Z. Glancy, Esq. Glancy Binkow & Goldberg LLP 1925 Century Park East, Suite 2100 Los Angeles, California 90067

Defendants’ Counsel Designee :

Bruce Vanyo Katten Muchin Rosenman LLP 2029 Century Park East, Suite 2600 Los Angeles, CA 90067-3012

THE COURT’S SETTLEMENT HEARING

The Court will hold a hearing to decide whether to approve the Settlement. You may

attend and you may ask to speak, but you do not have to.

19. When and Where Will the Court Decide Whether to Approve the

Settlement?

The Court will hold a Settlement Hearing on __________, 2013, at __:__ __.m., before

The Honorable Claudia Wilken, at the United States District Court - Oakland Courthouse,

Courtroom 2 - 4th Floor, 1301 Clay Street, Oakland, CA 94612. At this hearing the Court will

consider whether the Settlement is fair, reasonable and adequate. If there are objections, the

Court will consider them. The Court will also consider how much to pay to Plaintiffs’ Counsel

and whether the Plan of Allocation is fair, reasonable and adequate. The Court may decide

these issues at the hearing or take them under consideration for a later decision.

20. Do I Have to Come to the Hearing?



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No. Lead Counsel will answer questions the Court may have. But, you are welcome to

2 come at your own expense. If you send an objection, you do not have to come to Court to talk

3 about it. As long as you mailed your written objection on time, the Court will consider it. You

4 may also send your own lawyer to attend (at your own expense), but it is not necessary.

5

6 21. May I Speak at the Hearing?

7 You may ask the Court for permission to speak at the Settlement Hearing. To do so, you

8 must send a letter saying that it is your intention to appear in Curry v. Hansen Medical, Inc. ,

9

No. 4:09-cv-05094-CW. Be sure to include your name, address, telephone number, your

10 signature, the number of shares of Hansen common stock purchased and/or acquired between

11 February 19, 2008 and October 18, 2009, inclusive. Your notice of intention to appear must be

12 received no later than [21 days prior to the Settlement Hearing], 2013, by the

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14 Clerk of the Court, Lead Counsel Designee and the Settling Defendants’ Counsel Designee, at

15 the three addresses listed in question 18.

16

IF YOU DO NOTHING

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22. What Happens if I Do Nothing at All?

18 If you do nothing, all of your Released Claims against the Settling Defendants will be

19 released, but you will not receive any money from this Settlement because it is necessary to

20 submit a Proof of Claim and Release form.

21

22 GETTING MORE INFORMATION

23 23. Are There More Details About the Settlement?

24

This Notice summarizes the proposed Settlement. More details are in the Stipulation of

25

Settlement dated May 9, 2013. You can obtain a copy of the Stipulation of Settlement or more

26 information about the Settlement by contacting Lead Counsel:

27 Lionel Z. Glancy, Esq.

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Glancy Binkow & Goldberg LLP 1925 Century Park East, Suite 2100




1 Los Angeles, California 90067 1-888-773-9224

.com

or the Claims Administrator:

Garden City Group, Inc. Curry v. Hansen Medical, Inc . P.O. Box 35067 Seattle, WA 98124-3508 888-985-9896

or by visiting www.HansenMedicalSecuritiesLitigation.com .

You can also obtain a copy from the Clerk’s office during regular business hours:

Clerk of the Court Office of the Clerk United States District Court 450 Golden Gate Avenue San Francisco, CA 94102-3489.

UNDERSTANDING YOUR PAYMENT

The Net Settlement Fund shall be distributed to Class Members who submit acceptable

Proofs of Claim (“Authorized Claimants”) in the following manner:

a. The Claims Administrator shall determine each Authorized Claimant’s share of

the Net Settlement Fund based upon the recognized loss formula (the “Recognized Loss”)

described below. The Recognized Loss formula is intended to equitably apportion the Net

Settlement Fund among Class Members. The Recognized Loss formula, which is also known as

the Plan of Allocation, is not an estimate of what a Class Member would have recovered after

trial; nor is it the amount that the Authorized Claimant will be paid pursuant to the Settlement.

b. A Class Member’s actual share of the Net Settlement Fund will be determined by

the ratio of the Class Member’s Recognized Loss divided by the aggregate of the Recognized

Loss of all Class Members who submit valid Proof of Claim and Release forms.



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c. This Plan of Allocation is based on the following principles applicable to Class

Members:

i. Plaintiffs asserted claims pursuant to Section 10(b) of the Securities

Exchange Act of 1934 (“Section 10(b)”). Damages under Section 10(b) are calculated, among

other things, by determining the stock price drop caused by the disclosure of information

correcting prior materially false and misleading statements or reflecting materializations of risks

which were a foreseeable consequence of the alleged concealment.

d. For shares of common stock purchased or otherwise acquired between February

19, 2008 and October 18, 2009:

i. For shares held at the end of trading on January 15, 2010, the

Loss shall be that number of shares multiplied by the lesser of:

(1) the applicable purchase date artificial inflation per share figure, as

found in Table A; or

(2) the difference between the purchase price per share and $2.82. 1

ii. For shares sold between February 19, 2008 and October 18, 2009,

Recognized Loss shall be that number of shares multiplied by the lesser of:

(1) the applicable purchase date artificial inflation per share figure les

the applicable sales date artificial inflation per share figure, as


1 Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, “i any private action arising under this title in which the plaintiff seeks to establish damages b reference to the market price of a security, the award of damages to the plaintiff shall not excee the difference between the purchase or sale price paid or received, as appropriate, by the plaintif for the subject security and the mean trading price of that security during the 90-day perio beginning on the date on which the information correcting the misstatement or omission that i the basis for the action is disseminated.” $2.82 was the mean closing price of Hansen Medica common stock during the 90-day period beginning on October 19, 2009 and ending on Januar 15, 2010.




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(2)

the difference between the purchase price per share and the sales

price per share.

iii. For shares sold between October 19, 2009 and January 15, 2010,

Recognized Loss shall be the lesser of:

(1) the applicable purchase date artificial inflation per share figure, as


(2) the difference between the purchase price per share and the

average closing price between June 25, 2009 and the date of sale. 2

Table A Artificial Inflation

Purchase or Sale Date Range Per Share

02/19/2008 – 07/06/2009

$1.86 07/07/2009 – 10/18/2009

$0.36

e. A purchase or sale of Hansen common stock shall be deemed to have occurred

on the “contract” or “trade” date as opposed to the “settlement” or “payment” date.

f. The receipt or grant by gift, devise or operation of law of Hansen common stock

during the Class Period shall not be deemed a purchase or sale of Hansen common stock shares

for the calculation of an Authorized Claimant’s Recognized Loss nor shall it be deemed an

assignment of any claim relating to the purchase of such securities. The grantor of the gift or

devise, who purchased Hansen common stock during the Class Period, shall retain the right to

2 Pursuant to Section 21(D)(e)(2) of the Private Securities Litigation Reform Act of 1995, “ any private action arising under this title in which the plaintiff seeks to establish damages b reference to the market price of a security, if the plaintiff sells or repurchases the subject securi prior to the expiration of the 90-day period described in paragraph (1), the plaintiff’s damag shall not exceed the difference between the purchase or sale price paid or received, appropriate, by the plaintiff for the security and the mean trading price of the security during th period beginning immediately after dissemination of information correcting the misstatement omission and ending on the date on which the plaintiff sells or repurchases the security.”




1

file a claim in this Litigation unless that right to file a claim was specifically transferred in the

2

instrument of gift or assignment.

3 g. The receipt of Hansen common stock during the Class Period in exchange for

4 securities of any other corporation or entity shall not be deemed a purchase or sale of Hansen

5 common stock.

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7 h. Any gains on sales of Hansen common stock shall be offset against losses in

8 calculating the Recognized Loss. To the extent a Claimant had an overall gain from

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transactions in Hansen common stock during the Class Period, the value of the Recognized Loss

10 will be zero.

11 i. Because of the relative size of the cost of such distributions, no Authorized

12 Claimant whose proportionate share of the Net Settlement Fund is less than $10.00 shall receive

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14 a distribution from the Net Settlement Fund. Such accounts shall be distributed among all

15 remaining Authorized Claimants.

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j. Class Members who do not submit a timely request for exclusion and do not

17 submit an acceptable Proof of Claim by the deadline for submitting claims, will not share in the

18 recovery, but nevertheless will be bound by the Settlement and the Order and Final Judgment of

19 the Court dismissing this Litigation.

20 k. Distributions will be made to Authorized Claimants after all claims have been

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22 processed and after the Court has finally approved the Settlement.

23 DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

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3 SPECIAL NOTICE TO NOMINEES

4 The Court has ordered that if you held any Hansen common stock purchased or acquired

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6 between February 19, 2008 and October 18, 2009, inclusive, as nominee for a beneficial owner,

7 then, within twenty (20) days after you receive this Notice, you must either: (1) send a copy of

8 this Notice by first class mail to all such Persons; or (2) provide a list of the names and

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addresses of such Persons to the Claims Administrator:

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11 Garden City Group, Inc.

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Curry v. Hansen Medical, Inc . P.O. Box 35067

13

Seattle, WA 98124-3508

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15 If you choose to mail the Notice and Proof of Claim and Release yourself, you may

16 obtain from the Claims Administrator (without cost to you) as many additional copies of these

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18 documents as you will need to complete the mailing.

19 Regardless of whether you choose to complete the mailing yourself or elect to have the

20 mailing performed for you, you may obtain reimbursement for administrative costs actually

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incurred in connection with forwarding the Notice and which would not have been incurred but

22 for the obligation to forward the Notice, upon submission of appropriate documentation to the

23 Claims Administrator.

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EXHIBIT A-2


Curry v. Hansen Medical, Inc. co GCG Must be Postmarked

P.O. Box 35067 H NS , 2013

No Later Than Seattle, WA 98124-3508

Ih IU ii ii iiii I ui


OAKLAND DIVISION Curry v. Hansen Medical, Inc., et al.

Case No. 4:09-cv-05094-CW

PROOF OF CLAIM AND RELEASE

YOU MUST COMPLETE THIS PROOF OF CLAIM AND RELEASE AND SUBMIT IT BY ________ __, 2013, TO BE

POTENTIALLY ELIGIBLE TO SHARE IN THE SETTLEMENT.

TABLE OF CONTENTS PAGE #

SECTION A - CLAIMANT IDENTIFICATION ......................................................................................2

SECTION B - SCHEDULE OF TRANSACTIONS IN HANSEN MEDICAL COMMON STOCK..........3

SECTION C - SIGNATURE AND CERTIFICATION.............................................................................4

REMINDER CHECKLIST.....................................................................................................................6

IMPORTANT: Before Completing This Proof of Claim And Release, Please Carefully Read the Enclosed Instruction Sheet.

Questions? Call toll-F ree 1 (888) 985-9896 or Visit www .Hansen M ediCalseCuritiesl itigation . CoM

.

To view GCG’s Privacy Notice, please visit http://www.gcginc.com/pages/privacy-policy.php

.


2 *P-HNS-POC/2* .

SECTION A - CLAIMANT IDENTIFICATION

Beneficial Owner’s Name (First, Middle, Last):

Joint Owner’s Name (First, Middle, Last):

If you are a bank or other institution filing on behalf of a third-party, and an account is needed to identify the claimant for your records, indicate the account number here:

- - I

Last 4 digits of Claimant Social Security Number/Taxpayer ID Number:

Name of the Person you would like the Claims Administrator to Contact Regarding This Claim (if different from the name(s) listed above):

Claimant or Representative Contact Information:

The Claims Administrator will use this information for all communications relevant to this Claim (including the check, if eligible for

payment). If this information changes, you MUST notify the Claims Administrator in writing.

Street Address:

City:

State:

Zip Code:

Country (Other than U.S.):

Daytime Telephone Number: Evening Telephone Number:

Email Address:

(Email address is not required, but if you provide it you authorize the Claims Administrator to use it in providing you with information relevant to this claim.)

NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request to, or may be requested to, submit information regarding their transactions in electronic files. To obtain the mandatory electronic filing requirements and file layout, you may visit the website at www.gcginc.com or you may e-mail the Claims Administrator at [email protected] . Any file not in accordance with the required electronic filing format will be subject to rejection. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues an email after processing your file with your claim numbers and respective account information. Do not assume that your file has been received or processed until you receive this email. If you do not receive such an email within 10 days of your submission, you should contact the electronic filing department at [email protected] to inquire about your file and confirm it was received and acceptable. NOTE: Separate Proof of Claim and Release forms should be submitted for each separate legal entity (e.g., a claim from Joint Owners should not include separate transactions of just one of the Joint Owners, an Individual should not combine his or her IRA transactions with transactions made solely in the Individual’s name). Conversely, a single Proof of Claim should be submitted on behalf of one legal entity including all transactions made by that entity no matter how many separate accounts that entity has (e.g., a corporation with multiple brokerage accounts should include all transactions in Hansen Medical common stock) during the Class Period on one Proof of Claim, no matter how many accounts the transactions were made in. •

Case4:09-cv-05094-CW Document158-1 Filed0Hft 1 ftffNftIu u ii v ii . SECTION B - SCHEDULE OF TRANSACTIONS IN HANSEN MEDICAL COMMON STOCK

NOTE: Separately list each of your applicable purchases or sales in Hansen Medical common stock below. Attach a separate schedule if more space is needed. Be sure to include and sign your name and the last four digits of your Social Security number or Tax ID number on any additional sheets. The date of purchase or sale is the “trade” date, and not the “settlement” or “payment” date.

1. BEGINNING HOLDINGS: State the number of shares of Hansen Medical common stock the Claimant owned at the beginning of trading on February 19, 2008 (must be documented; if none, write “0” or zero):

2. PURCHASES / ACQUISITIONS: State the number of shares of Hansen Medical common stock purchased or acquired between February 19, 2008 and October 18, 2009 , inclusive (must be documented; if none, write “0” or zero):

Trade Date(s) (List Chronologically)

Month/Day/Year

/ /

/ /

/ /

/ /

Number of Shares Purchase/Acquisition Total Purchase Price

(excluding commissions, Purchased/Acquired Price Per Share transfer taxes or other fees)

. .

.

.

.

3. PURCHASES: Please list the number of shares of Hansen Medical common stock purchased during the period October 19, 2009, through January 15, 2010 , inclusive (must be documetned; if none, write “0” or zero):

4. SALES: List all sales of Hansen Medical common stock made between February 19, 2008, through January 15, 2010 , inclusive (must be documented; if none, write “0” or zero). **Please be aware of the extended sale period:

Trade Date(s) (List Chronologically)

Month/Day/Year

/ /

/ /

/ /

/ /

Total Sale Price Number of Shares Sale (excluding commissions,

Sold Price Per Share transfer taxes or other fees)

. .

.

.

.

5. UNSOLD HOLDINGS: State the number of shares of Hansen Medical common stock owned at the close of trading on January 15, 2010 (must be documented; if none, write “0” or zero):

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PLEASE PHOTOCOPY THIS PAGE AND CHECK THIS BOX LI

IF YOU DO NOT CHECK THIS BOX, THESE ADDITIONAL PAGES MAY NOT BE REVIEWED

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Case4:09-cv-05094-CW Document158-1 Filed0Hftflflft

H . 4

YOU MUST READ THE RELEASE BELOW. YOUR SIGNATURE ON PAGE 5 WILL CONSTITUTE YOUR ACKNOWLEDGMENT OF THE RELEASE.

SECTION C - SIGNATURE AND CERTIFICATION

SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

I (We) submit this Proof of Claim and Release under the terms of the Stipulation of Settlement described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the Northern District of California, Oakland Division, with respect to my (our) claim as a Class Member (as defined in the Notice) and for purposes of enforcing the release 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 the Litigation. I (We) agree to furnish additional information to Lead Counsel or the Claims Administrator to support this claim if required to do so. I (We) have not submitted any other claim covering the same purchases/acquisitions or sales of Hansen Medical common stock during the Class Period and know of no other Person having done so on my (our) behalf.

DEFINITIONS

(i) “Settling Class Action Defendants” or “Settling Defendants” means Defendants Hansen Medical, Inc., Frederic H. Moll, Steven M. Van Dick, Gary C. Restani, Christopher Sells, PwC, Russell C. Hirsch, John G. Freund, Christopher P. Lowe, James M. Shapiro, and Thomas C. McConnell.

(ii) “Released Claims” or “Released Claims by Settling Class Action Plaintiffs” means any and all claims, causes of action, proceedings, obligations, suits, debts, damages (including interest, attorneys’ fees, expert or consulting fees, and any other costs), demands, agreements, promises, controversies or liabilities whatsoever whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class or individual in nature, direct or indirect, past or present, which they ever had, now have, or claim to have had, including both claims and unknown claims, arising from both: (1) the purchase of Hansen stock; and (2) the acts, facts, statements or omissions that were, could have been, or were sought to be asserted in the Class Action against any of the Settling Class Action Defendants or any other party.

(iii) “Released Persons” or “Released Class Action Parties” means each and every one of the following: the Settling Class Action Defendants and, whether or not identified in any complaint filed or proposed to be filed in the Litigation, each and all of every Defendant’s past and present directors, officers and employees, controlling stockholders, partners, members, affiliates, principals, agents, representatives, stockholders, predecessors, successors, parents, subsidiaries, divisions, joint ventures, attorneys, investment bankers, commercial bankers, underwriters, financial or investment advisors, advisors, consultants, accountants, insurers, coinsurers and reinsurers, spouses, heirs, assigns, executors, personal representatives, marital communities, associates, related or affiliated entities, general or limited partners or partnerships, limited liability companies, member firms, estates, administrators, or any members of their immediate families, or any trusts for which any of them are trustees, settlers or beneficiaries, or any persons or other entities in which any Defendant has a controlling interest or which is related to or affiliated with any Defendant, and any other representatives of any of these Persons or other entities, whether or not any such Released Parties were named, served with process or appeared in the Litigation, provided however that Released Class Action Parties shall not include Hansen’s insurer Hudson Specialty Insurance Company, also known as Hudson Insurance Company or any related co-insurer or reinsurer.

(iv) “Unknown Claims” means any and all Released Claims which Settling Parties or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this Settlement. Unknown Claims include those claims in which some or all of the facts comprising the claim may be suspected, or even undisclosed, concealed, or hidden. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Settling Parties shall expressly waive, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly 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.

Settling Parties shall expressly waive, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable or equivalent in effect to California Civil Code § 1542. Settling Parties and 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 Settling Parties shall expressly and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the 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, heretofore have existed, or coming into existence in the future, including, but not limited to, conduct which is negligent, reckless, intentional, with or without malice, or a breach of any duty, law, rule or regulation, without regard to the subsequent discovery or existence of such different or additional facts. Settling Parties acknowledge, and the Class Members shall be deemed by operation of the 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.

0 0

Case4:09-cv-05094-CW Document158-1 Filed0Hftflflft Iu II H I IH II . SECTION C - SIGNATURE AND CERTIFICATION (CONTINUED)

RELEASE

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever settle, release, relinquish, and discharge, all of the Released Claims against each and all of the Settling Defendants and all of the Released Persons.

2. This Release shall be of no force or effect unless and until the Court approves the Stipulation of Settlement and it becomes effective on the Effective Date.

3. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this Release or any other part or portion thereof.

CERTIFICATION

Under penalty of perjury, I (we) hereby certify and represent that I (we) have included information about all of my (our) transactions of Hansen Medical common stock, and detailed information concerning purchases/acquisitions which took place at any time between February 19, 2008 and October 18, 2009, inclusive, and sales which took place at any time between February 19, 2008, and January 15, 2010, inclusive, and that such information and documentation is true and correct to the best of my (our) knowledge. By executing this certification, I (we) acknowledge and agree to be bound by the Release set forth above.

Executed this _______________________ day of (Month/Year)

in _______________________________________________________, __________________________________. (City) (State/Province, Country)

(Sign your name here)

(Joint Owner – Sign your name here)

(Type or print your name here)

(Joint Owner – Type or print your name here)

(Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor or Administrator)

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Case4:09-cv-05094-CW Document158-1 Filed0Hftflfl1ftH ii ll H UI IH II . • 6

REMINDER CHECKLIST:

1. Please sign the Proof of Claim and Release form at Section C.

2. Remember to attach supporting documentation and please sign and print/type

your name on each additional sheet.

3. Do not send original or copies of stock certificates.

4. Keep a copy of your Proof of Claim and Release form for your records.

5. If you desire an acknowledgment of receipt of your Proof of Claim and Release form, please send it Certified Mail, Return Receipt Requested.

6. If you move after submitting your Proof of Claim and Release form, please send your new address to the Claims Administrator.

THIS PROOF OF CLAIM AND RELEASE MUST BE POSTMARKED NO LATER THAN ________ __, 2013 AND MUST BE MAILED TO:

Curry v. Hansen Medical, Inc. c/o GCG

P.O. Box 35067 Seattle, WA 98124-3508

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

• •


EXHIBIT A-3


1


2

OAKLAND DIVISION




EXHIBIT A-3 5

Plaintiff, SUMMARY NOTICE

6 v.




SELLS

10 Defendants.

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13 ALL ACTIONS.

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1

TO: ALL PERSONS OR ENTITIES WHO PURCHASED OR ACQUIRED HA MEDICAL, INC. COMMON STOCK BETWEEN FEBRUARY 19, 2008

2

OCTOBER 18, 2009, INCLUSIVE.

3 YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District

4

5 Court for the Northern District of California, that a hearing will be held on __________, 2013,

6 at __:__ __.m., before The Honorable Claudia Wilken, at the United States District Court -

7

Oakland Courthouse, Courtroom 2 - 4th Floor, 1301 Clay Street, Oakland, CA 94612, for the

8

purpose of determining: (1) whether the proposed Settlement of the claims in the Litigation for

9 the sum of $4.25 million in cash and $4.25 million in stock should be approved by the Court as

10 fair, reasonable and adequate to Members of the Class; (2) whether to certify the Settlement

11 Class; (3) whether, thereafter, this Litigation should be dismissed with prejudice pursuant to the

12

13 terms and conditions set forth in the Stipulation of Settlement dated May __, 2013; (4) whether

14 the proposed plan to distribute the settlement proceeds (the “Plan of Allocation”) is fair,

15 reasonable and adequate and therefore should be approved; and (5) whether the application of

16

Lead Counsel and Lead Plaintiffs for the payment of attorneys’ fees and expenses incurred in

17 connection with this Litigation should be approved. If you purchased or acquired Hansen

18 Medical, Inc. common stock between February 19, 2008 and October 18, 2009, inclusive, your

19 rights may be affected by this Settlement. If you have not received a detailed Notice of

20

21 Proposed Settlement of Class Action, Motion for Attorneys’ Fees and Settlement Fairness

22 Hearing (the “Notice”) and a copy of the Proof of Claim and Release, you may obtain copies by

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writing to Curry v. Hansen Medical, Inc. , c/o or you can download a copy at

24 www.HansenMedicalSecuritiesLitigation.com . If you are a Class Member, in order to share in

25 the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release

26 postmarked no later than

2013, establishing that you are entitled to recovery. 27

28

-1-


PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING

THIS NOTICE. If you have any questions about the Settlement, you may contact Lead

at the address listed below:

Lionel Z. Glancy Esq. Glancy Binkow & Goldberg LLP 1925 Century Park East, Suite 2100 Los Angeles, California 90067 1-888-773-9224 [email protected]

or go to the following website: www.gcginc.com

DATED:

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