the rosen law firm, p.a.securities.stanford.edu/filings-documents/1043/ucbh09_01/... ·...

Case3:09-cv-04208-JSW Document86 Filed 12/04/09 Pagel of 5

1 Laurence M. Rosen (SBN # 219683)THE ROSEN LAW FIRM, P.A.

2 333 South Grand Avenue, 25 th FloorLos Angeles, CA 90071

3 Telephone: (213) 785-2610Facsimile: (213) 226-4684

4 Email: lrosenWrosenlegal.com

5and

6Phillip Kim, Esq.

7 THE ROSEN LAW FIRM, P.A.8 350 Fifth Avenue, Suite 5508

New York, New York 101189 Telephone: (212) 686-1060

10 Facsimile: (212) 202-3827Email: pkimArosenlegal.com

11[Proposed] Lead Counsel for Plaintiffs

12

13 UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA

14 SAN FRANCISCO DIVISION

15 GUOHUA ZHU, INDIVIDUALLY AND ON )16 BEHALF OF ALL OTHERS SIMILARLY

) Case No. CV 09-04208-JSW

SITUATED, )17 ) DECLARATION OF LAURENCE

Plaintiff, ) ROSEN18

) CLASS ACTION

19 vs. )) Hon. Jeffrey S. White

20 UCBH HOLDINGS, INC., THOMAS S. WU, AND)21 EBRAHIM SHABUDIN, ) Hearing Date: December 18, 2009

) Time: 9:00 a.m.22 Defendants. ) Courtroom: 11, 19th Floor

)23 Ca.tion continues )

24

25

26

27

28

DECLARATION OF LAURENCE ROSEN Civil Action No. CV09-04208-JSW

Case3:09-cv-04208-JSW Document86 Filed 12/04/09 Page2 of 5

1

) Case No. CV 09-04429-JSWHUY TRAN, Individually and Behalf of All Others )

2 Similarly Situated, )) CLASS ACTION

3 Plaintiff, )

4 )vs. )

5

)UCBH HOLDINGS, INC., THOMAS S. WU, AND)

6 CRAIG ON, )

7 )Defendants. )

8 ))

9 ) Case No. CV 09-04449-MHP)10 WATERFORD TOWNSHIP GENERAL

EMPLOYEES RETIREMENT SYSTEM, )11 Individually and on Behalf of All Others ) CLASS ACTION

Similarly Situated, )12

)13 Plaintiff, )

)14 vs. )

)15 UCBH HOLDINGS, INC., THOMAS S. WU, )16 CRAIG S. ON and EBRAHIM SHABUDIN, )

)17 Defendants. )

)18 )

19 SALVADOR PEREZ, Individually and ) Case No. CV 09-04492-JSW

on Behalf of All Others Similarly Situated, )20 ) CLASS ACTION

21Plaintiff, )

)22 vs. )

)23 UCBH HOLDINGS, INC., THOMAS S. WU, )24 CRAIG S. ON and EBRAHIM SHABUDIN, )

)25 Defendants. )

)26 )

27 Caption continues )

282


Gase3:09-cv-04208-JSW Document86 Filed 12/04/09 Page3 of 5

1 DANIEL NYGAARD, WENDY FONG, and )

2 Case No. CV 09-04505-VRWJAMES ELAM, on Behalf of Themselves and All )

3 Others Similarly Situated, )) CLASS ACTION

4 Plaintiffs, )

5 )vs. )

6 )UCBH HOLDINGS, INC., THOMAS S. WU, )

7 CRAIG S. ON and EBRAHIM SHABUDIN, )

8 )Defendants. )

9 ))

10 )

DOMINIQUE DURBIN, Individually and Behalf ) Case No. CV 09-04513-JSW

11of All Others Similarly Situated, )

12 ) CLASS ACTION Plaintiff, )

13 )

14 vs. ))

15 UCBH HOLDINGS, INC., THOMAS S. WU, AND)CRAIG ON, )

16)

17 Defendants. ))

18 )

19 DECLARATION OF LAURENCE ROSEN

20 I Laurence M. Rosen, declare:

21 1. I am an attorney duly licensed to practice in the State of California and

22 before this Court. I am the managing attorney of the Rosen Law Firm, P.A., attorneys for

23 Kyung Cho ("Movant"). I make this declaration in support of Movant's reply to the

24 competing lead plaintiff motions. I have personal knowledge of the matters stated herein

25 and if called as a witness, I could and would competently testify thereto.

26 2. Attached hereto are true and correct copies of the following documents:

27

283



1 Exhibit 1: Declaration of Kyung Cho in Further Support of His

2 Motion For Appointment as Lead Plaintiff;

3 Exhibit 2: Coughlin Stoia's direct-mail solicitation;

4 Exhibit 3: Coughlin Stoia's notice in this matter;

5 Exhibit 4: Kendall Law Group's investigative notice concerning

6 UCBH;

7 Exhibit 5: Corrected Amended Complaint in Berman DeValerio &

8 Pease LLP, et al. v. Eran Rubinstein, et al., No. 07-Civ-

9 12127 (PBS) (D. Mass.); and

10 Exhibit 6: Letter agreement, dated March 26, 2007, between Berman

11 DeValerio Pease Tabacco & Pucillo and Eran Rubinstein

12 and Susan M. Boltz Rubinstein.

13 I declare under penalty of perjury under the laws of the State of California and the

14 United States of America that the foregoing is true and correct.

15Executed this 4th day of December 2009.

16/s/ Laurence M. Rosen

17 Laurence M. Rosen

18

19

20

21

22

23

24

25

26

27

284



1 CERTIFICATE OF SERVICE2

I, Laurence M. Rosen, pursuant to 28 U.S.C. §1746, hereby declare under penalty3

of perjury as follows:4

I am the managing attorney of the Rosen Law Firm, P.A.. I am over the age of56 eighteen.

On December 4, 2009, I electronically filed the following DECLARATION OF7

8 LAURENCE ROSEN with the Clerk of the Court using the CM/ECF system which sent

notification of such filing to counsel of record.9

On the same date I also caused the document to be submitted to the Stanford Law10

School Class Action Clearinghouse via email to [email protected] .11

Executed on December 4, 2009.12

13

14/s/ Laurence Rosen

15 Laurence M. Rosen

16

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27

285


Case3:09-cv-04208-JSW Document86-1 Filed 12/04/09 Pagel of 6

EXHIBIT 1

Case3:09-cv-04208-JSW Document86-1 Filed 12/04/09 Page2 of 6

Laurence M. Rosen (SBN #219683)1 THE ROSEN LAW FIRM, P.A.2 333 South Grand Avenue, 25" Floor

Los Angeles, CA 900713 Telephone: (213) 785-2610

Facsimile: (213) 22646844Email: lrosen(c4osen1eEtaLeorn

5and

6

Phillip Kim, Esq.7THE ROSEN LAW FIRM, P.A.

8 350 Fifth Avenue, Suite 5508New York, New York 10118

9 Telephone: (212) 686-1060

10 Facsimile: (212) 202-3827Email: [email protected]

11

12[Proposed] Lead Counsel for Plaintiffs

13

UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA

14 SAN FRANCISCO DIVISION

15 GUOHUA ZHU, INDIVIDUALLY AND ON )

16 BEHALF OF ALL OTHERS SIMILARLY) Case No. CV 09-04208-JSW

SITUATED, )17

) DECLARATION OF KYUNG CHOIN FURTHER SUPPORT OF HIS

18 Plaintiff, )MOTION FOR APPOINTMENT AS

)19 vs. )

LEAD PLAINTIFF

20 ) CLASS ACTIONUCBH HOLDINGS, INC., THOMAS S. WU, AND )

21 EBRAHIM SHABUDIN, ) Hon. Jeffrey S. White)

22 Defendants. ) Hearing Date: December 18, 2009

23 ) Time: 9:00 a.m.Caption continues ) Courtroom: 11, 19(11Floor

24

25

26

27

28

DECLARATION OF K YUNG CRC— Civil Action No. CV09-04208-JSW

„„


)1HUY TRAN, Individually and Behalf of All Others ) Case No.

CV 09-04429-JSW

2 Similarly Situated, )) CLASS ACTION

3 Plaintiff; )

4 )vs. )

5

)UCBH HOLDINGS, INC., THOMAS S. WU, AND )

6 CRAIG ON, )

7 )Defendants. )

8 ))9 )

10 WATERFORD TOWNSHIP GENERAL) Case No. CV 09-04449-MHP

EMPLOYEES RETIREMENT SYSTEM, )11 Individually and on Behalf of All Others ) CLASS ACTION

12 Similarly Situated, ))

13 Plaintiff, ))

14 vs. )

15UCBH HOLDINGS, INC., THOMAS S. WU, )

16 CRAIG S. ON and EBRAHIM SHABUDIN, ))

17 Defendants. )

18 ))

1 9 SALVADOR PEREZ, Individually and ) Case No. CV 09-04492-JSW

20on Behalf of All Others Similarly Situated, )

) CLASS ACTION 21 Plaintiff, )

)22 vs. )

23 )UCBH HOLDINGS, INC., THOMAS S. WV, )

24 CRAIG S. ON and EBRAHIM SHABUDIN,)

25 Defendants. )

26 ))

27 Caption continues )

282

DECLARATION OF KYUNG CHO— Civil Action No. CV09-04208-JSW


DANIEL NYGAARD, WENDY FONG, and )2

Case No. CV 09-04505-VRWJAMES ELAM, on Behalf of Themselves and All )

3 Others Similarly Situated, )) CLASS ACTION

4 Plaintiffs, )

5 )VS. )

6 )(JCBH HOLDINGS, INC., THOMAS S. VVU, )

7 CRAIG S. ON and EBRAHIM SHABUDIN, )

8 )Defendants. )

9 ))

10)

11 DOMINIQUE DU Case No, CV 09-04513-JSWRBIN, Individually and Behalf )

of All Others Similarly Situated, )12 ) CLASS ACTION

Plaintiff, )13)

14 vs. ))

15 UCBH HOLDINGS, INC., THOMAS S. WU, AND )16 CRAIG ON, )

)17 Defendants. )

)18 )

19 DECLARATION OF KYUNG CHO IN FURTHER SUPPORT OF HIS MOTION

20 FOR APPOINTMENT AS LEAD PLAINTIFF

21 I Kyung Cho, declare:

22 I. I submit this Declaration in further support of my motion to be appointed

23 Lead Plaintiff and for approval of my selection of the Rosen Law Firm, P.A. as Lead

24 Counsel, filed pursuant to the Private Securities Litigation Reform Act of 1995.

25 2. I reside in Los Angeles County, California. I am a practicing board

26 certified neurologist and medical researcher. I am also the Chairman and CEO of

27 MITAA Wilshire Investment Group LLC ("MTTAA") a privately-held re& estate

283

DECLARATION OF KYUNG CHO— Civil Action No. CV09-04208-JSW


1 management company operating primarily in Southern California. MITAA did not and

2 does not have a banking relationship with LICSH.

3 3. 1 have been investing in securities of public companies for 6 years.

4 4. 1 have substantial experience hiring and managing attorneys as part of

5 regular business activities.

6 5. I purchased UCBH common stock for my own account as set forth in my

7 PSLRA certification previously filed with the Court. I learned about lawsuits against

8 UCBH from various notices issued by law firrns.

9 6. I understand the requirements of being a lead plaintiff in a securities class

10 action governed by the PSLRA. I understand as lead plaintiff I will have a fiduciary

II responsibility to oversee the progress of this action, and work with my attorneys to ensure

12 that class members' interests are protected and the greatest possible recovery is obtained

for the Class.13

14 7. 1 understand that the role of the lead plaintiff includes evaluating the

15strengths and weaknesses of the case and the prospects for resolution. As lead plaintiff, I

will continue to be in contact with counsel via telephone, email, and/or other modes of16

17 communication regarding the case, such as motions, the filing of the consolidated

18amended complaint, settlement discussions, depositions, trial preparation, and trial.

198. I understand that I have the authority and responsibility to direct counsel

20with respect to this litigation after receiving the benefit of counsel's advice. I understand

21that I have a fiduciary duty to the class as a whole and I intend to represent the Class fully

and faithfully.22

239. I believe the Rosen Law Firm should be approved by the Court as Lead

24 Counsel to the class. Prior to making my motion, I personally met with attorneys

25 Laurence Rosen and Phillip Kim of the Rosen Law Firm in Los Angeles, CA. At this

26 meeting we discussed this case in great detail, the lead plaintiff appointment process and

27 the duties of serving as Lead Plaintiff, and the experience of the Rosen Law Finn.

284

DECLARATION OF KYUNG CHO— Civil Anion No, CV09-04208-JSW

Case3:09-cv-04208-JSW Document86-1 Filed12/04/09 Page6 of 6

1 10. Based on my inquiries, I believe the Rosen Law Firm has extensive

2 experience in prosecuting complex securities class actions and is well-qualified to serve

3 as lead counsel in this class action. I will continue to work with the Rosen Law Firm in

4 prosecuting this action, and will continue to do so, after my appointment as lead plaintiff.

5 Executed on November JO , 2009.

6

7

8Kyung Cho

9

10

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285

DECLARATION OF KYUNG CHO—CivsLAction No. C\'09-04208-JSW


EXHIBIT 2


NOTICE TO PURCHASERS OF MUNICIPAL MORTGAGE ea EQUITY L.L.C. COMMON STOCKBETWEEN MAY 3, 2004 AND JANUARY 28, 2008:

Coughlin Stoia Geller Rudman & Robbins LLB ("Coughlin Stoia") has filed a class action on behalf ofpurchasers of Municipal Mortgage & Equity L.L.C. (“MuniMaC) (NYSE:MMA) common stock duringthe period between May 3, 2004 and January 28, 2008 (the -Class Period"):

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT 01' NEW YORK

NEES ROTITAS, Individually and on Behalf No. °RCS/01120of All Others Similarly Situated,

Plaintiff, CLASS ACTION vs,

MUNICIPAL MORTGAGE St EQUITYL_L.C., MARK K. JOSEPH, MICHAEL L. )FALCONE; WILLIAM'S. HA RRISON,IVIELANEE M. LUNDQUIST and DAVID B. /KAY,

Defendants. )

The complaint charges MuniMae and certain of its officers aid directors with violations of the SecuritiesExchange Act of 1934. MuniMae and its subsidiaries arrange debt and equity financing for developers andowners of real estate and clean energy projects. The Company also provides investment management andadvisory services for institutional investors.

According to the complaint, during the Class Period, defendants issued materially false and misleadingAatements that misrepresented and failed to disclose; (i) that Manilulae was materially overstating itsFrnancird performance by failing to properly account for its interests in certain entities; Iii) that MuniMacwas: (a) failing to timely write-down the fair value of its 'Meld-for-sale- loans, bonds, derivatives, mortgageservicing rights and guarantee ablitations; and (1) materially overstating the fair value of these assets; (iii)that the Company lacked adequate internal controls and was therefore unable to ascertain its true financialcondition; (iv) that MuniMac's Class Period financial statements were materially false and misleading whenissued and not prepared in accordance with Generally Accepted Accounting Principles ("a rkAr); and (v)that the Company Quits performing poorly and would soon be forced ic cut its dividend.

On January 28, 2008. the Company announced that it was reducing its dividend distribution front $0.5250 to8033 per stare. The Company also admitted Mat its previously issued financial results and financialstatements materially overstated the Company's financial performance and that the Company's financialstatements were not prepared in accordant= with GAAP. Specifically, the Company stared that it wouldlikely be restating its financial statements for the years ended December 31, 7006, 2005 and 2004. Moreover,the Company would likete lose its eligibility of trading on the New York Stock Exchange ("NYSE-) due tothe Mel that it would not be filing its Annual Report on Form I O-K for the year ended December 31, 2006 bythe deadline imposed by the NYSE. In response to these announ5ements, the price of MuniMae stockdropped from $17,20 per share to $9.19 ;a et share on extremely heavy trading volume,

On January 29, 2008, die Company filed its Farm S-K with the Securilles and Exchange Commission. TheForm 8-K provided more information on the Company's announcement regarding the restatement of itsfinancial results. Upon this news, the price of MuniMae's stock fell to $7.13 per share.

If you wish to serve as lead plaintiff, you must move the Court no later than April t, 2003. If you wish todiscuss this action or neve any questions concerning this notice or your rights or interests, please comaelplaintiff's counsel, Dairen J. Robbins of Coughlin Stoia at 800/449-4900or 619/231-1058, or via e-mail [email protected] before March 27, 2008, If you are a member of this class, you can view a copy of diecomplaint as filed or Join this class action online at hrtpillwww.esgrr gurnicascalrnunimaet Any memberof the purported class may move the Court to serve as lead plaintiff through counsel of then' choice., or maychoose to do nothing and remain an absent class member.

COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP655W, Broachvay, Suite 1900San Diego, CA 92101


Re: M ill, M ort!-:.e &Co ughlin Stela Geller - [Post Office Bar Code Redacted]Rudman dc R obbins 1.,LPAttn: Janet Silveira I •055 W. Broadway, Suite 1900 •San Diego, CA 92101-3301

Important Legal Document

•

[Shareholder Identification Barcode Redacted][Name of Shareholder Redacted] 10( 0[Address of Shareholder Redacted]

MME c

H. 'NEC

ii


EXHIBIT 3

Coughlin Stoia Geller Rudman & Robbins LLP Files Class Action Suit Ag... http://www.marketwatchcom/story/coughlin-stoia-geller-rudman-robbins-...


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December 4, 2009 5:53 PM EST

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PRESS RELEASE

Sept. 22, 2009, 5:09 p.m. EDT • Recommend • Post: Ili

Coughlin Stoia Geller Rudman & Robbins LLP Files ClassAction Suit Against UCBH Holdings, Inc.

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SAN DIEGO, Sep 22, 2009 (BUSINESS WIRE) -- Coughlin Stoia Geller Rudman & RobbinsLLP ("Coughlin Stoia") (http llotwar csgrr comicasesfuenhi) today announced that a classaction has been commenced on behalf of an institutional investor in the United States Most PopularDistrict Court for the Northern District of California on behalf of purchasers of UCBHHoldings, Inc. ("UCBH") (UCBH 0.04, - 00, -5.41%) publicly traded securities during the period /, L MD-Tbetween April 24, 2008 and September 8, 2009 (the "Class Period"). 1. AT&T gives up legal fight vs. Verizon WirelessIf you wish to serve as lead plaintiff, you must move the Court no later than 60 days from adsSeptember 11, 2009. If you wish to discuss this action or have any questions concerning

2. Gold tumbles 4% as dollar surges on jobs datathis notice or your rights or interests, please contact plaintiffs counsel, Darren Robbins ofCoughlin Stoia at 800/449-4900 or 619/231-1058, or via e-mail at djr©csgrr.com . If you are 3 U S stocks, dollar end higher as gold tumbles

a member of this class, you can view a copy of the complaint as filed or join this class 4. Latest GM CEO swiftly revises managementaction online at http //wawa csgrr comicasestuchh/. Any member of the putative class may 6 Tiger Woods to media I don't need you bumsmove the Court to serve as lead plaintiff through counsel of their choice, or may choose todo nothing and remain an absent class member.The complaint charges UCBH and certain of its officers and directors with violations of the Partner CenterSecurities Exchange Act of 1934. UCBH is a bank holding company.

—Ingo >0] Trade Now atThe complaint alleges that during the Class Period, defendants issued materially false and A t Fidelitymisleading statements regarding the Company's business and financial results and failed to ******************************************** record certain loan impairments required by Generally Accepted Accounting Principles

r Serntrar Switch to Scottrade,("GAAP"). get up to $100 backOn April 23, 2009, the Company announced a significant increase in its loan lossprovisions. On May 18, 2009, UCBH announced that it would restate its financial results for

„.„23423 woo 41 a o Get 100 Free Trades2008 and the first quarter of 2009 due to its failure to properly record loan losses and FREiffiseigbergi ETTRADE Secuntiesimpairments. On September 8, 2009, the Company announced the results of an I smartphaneinvestigation by the Subcommittee of the Board Audit Committee, which found that the

' Trade free for 30 daysrestatement was necessitated by "improper actions and omissions of certain Bank Awattrentwe

, atOfficers." The report also concluded that the accounting improprieties were "driven by an , $9-99 wanes TD AMERITRADE

apparent desire to downplay deteriorating financial conditions by delaying or abating riskFree 30-Day Trial.rating downgrades and minimizing the Bank's overall loan loss allowance." Finally, UCBH ..i:7,44.x.i.x44,E.u:T=F444.F::i:' Click Here

announced a consent agreement with the FDIC and DFI relating to an order to cease anddesist, which formally outlined specific steps the Company must undertake to strengthen itspolicies and procedures. As result of these disclosures the price of UCBH common stock fell iniabingrat ulp°°t0fr;eiotorl,aecsk8Iforover 60%. I OSOGOTRADE switching.

According to the complaint, the true facts, which were known by the defendants butconcealed from the investing public during the Class Period, were as follows: (a) UCBH's et" UCBH Holdings Inc iUCBthloan portfolio was materially impaired; (b) UCBH's Class Period financial statements failed The market is open5:53:15 pm The market is closed5:53:15 pmto account properly for the impairment of the Company's loan portfolio as required by GAAP; n A(c) defendants failure to account properly for the impairment of UCBH's loan portfolio $ •11.1 ft Change 0.00 -6 41%materially inflated the Company's publicly reported net income and earnings during the Class Volume 2.63m Reai time quotesPeriod; (d) defendants deliberately and improperly failed to account for the impairment in U iiddtJ unkal UCBH it Cook k to

UCBH's loan portfolio in order to downplay the Company's deteriorating financial condition,delay or abate risk rating downgrades, and minimize the Company's overall loan lossalinwanri p• anti (p1 fhp C nmnanv fiirI fn imnipm prif infprnal rinnfrnic ci iffirii pnf fn nrpvpnf

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1 of 2 12/4/2009 5:53 PM

Coughlin Stoia Geller Rudman & Robbins LLP Files Class Action Suit Ag... http://www.marketwatchcom/story/coughlin-stoia-geller-rudman-robbins-...


Plaintiff seeks to recover damages on behalf of all purchasers of UCBH publicly tradedsecurities during the Class Period (the "Class"). The plaintiff is represented by CoughlinStoia, which has expertise in prosecuting investor class actions and extensive experiencein actions involving financial fraud.Coughlin Stoia, a 190-lawyer firm with offices in San Diego, San Francisco, Los Angeles,New York, Boca Raton, Washington, D.C., Philadelphia and Atlanta, is active in majorlitigations pending in federal and state courts throughout the United States and has taken aleading role in many important actions on behalf of defrauded investors, consumers, andcompanies, as well as victims of human rights violations. The Coughlin Stoia Web site(http //ww.A., csgrr com) has more information about the firm.SOURCE: Coughlin Stoia Geller Rudman & Robbins LLP

Coughlin Stole Geller Ruchan & Robbins LLP

Darren Robbins, 800-999-9900 or 619-231-1058

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Copyright Business Wire 2009

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EXHIBIT 4

Kendall Law Group Announces Shareholder Investigation Into UCBH Hol... http://www.marketwatch.com/story/kendall-law-group-announces-shareh..


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December 4, 2009 5:59 PM EST

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PRESS RELEASE

Sept 11, 2009, 1:23 p.m. EDT • Recommend • Post: firei Esi.TRADEKendall Law Group Announces Shareholder Investigation -Into UCBH Holdings, Inc.

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DALLAS, Sep 11, 2009 (GlobeNewswire via COMTEX) Kendall Law Group, led by a $ 99former federal judge and former U.S. Attorney, announces a shareholder investigationagainst UCBH Holdings, Inc. (UCBH 0.04, 0.00, -5 41%) for possible securities violations in MCK OFIION5TRADESrelation to public statements made between April 24, 2008 and May 12, 2009. 63n06416.1.Mal 216E$ITNISOn May 12, 2009, UCBH disclosed that it was delaying filing its first quarter of 2009 reportwith the SEC due to an ongoing assessment of the adequacy of their allowance for loan

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losses and that additional general reserve provisions to its allowance for loan losses werepossible. The Company also disclosed that additional provisioning would further increasetheir net loss for the quarter ending March 31, 2009. As a result of these disclosures, UCBH Meet popularshares dropped more than 20% to close on May 13, 2009 at $1.66 on heavy trade volume.Then, on September 8, 2009, UCBH announced the results of its investigation of theseissues and determined that its management had concealed non-performing loans and 1. AT&T gives up legal fight vs. Verizon Wirelessmisrepresented its financial condition through improper accounting methods. As a result, adsUCBH's CEO and Chief Credit Officer have resigned and UCBH will have to restate its 2. Gold tumbles 4% as dollar surges on jobs datafinancial statements for 2008.

3 U S stocks, dollar end higher as gold tumblesKendall Law Group has participated in the recovery of $800 million for investors insecurities class actions. For information about your rights as a UCBH shareholder or 4 Latest GM CEO swiftly revises management

recovering your losses in UCBH stock, contact attorney Hamilton Lindley at 877-744-3728 5 Tiger Woods to media I don't need you burnsor by email at [email protected] .The Kendall Law Group, LLP logo is available at http //www.globenewswtre corn/newsroom Parttprsi,pkgid=6273 ner CenterThis news release was distributed by GlobeNewswire, www.globenewswire.com Trade Now atSOURCE: Kendall Law Group, LLP .tatPwre ' Fidelit

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Case3:09-cv-04208-JSW Document86-5 Filedl 2/04/09 Pagel of 15

EXHIBIT 5


UNITED STATES DISTRICT COURTDISTRICT OF MASSACHUSETTS

BERMAN DEVALERIO& PEASE LLP, BERMAN DEVALERIOPEASE & TABACCO P.C. and BURT & Civil Action No.: 07 Civ. 12127 (PBS)PUCILLO LLP, as general partners inBERMAN DEVALERIO PEASE TABACCOBURT & PUCILLO, CORRECTED

AMENDED COMPLAINTPlaintiffs,

v.

ERAN RUBINSTEIN and SUSAN M. BOLTZRUBINSTEIN,

Defendants.

INTRODUCTION

1. This action is brought by Berman DeValerio Pease LLP, a Massachusetts limited

partnership, Berman DeValerio Pease & Tabacco P.C., a California Professional Corporation and

Burt & Pucillo LLP, a Florida limited partnership, each of which is a general partner of Berman

DeValerio Pease Tabacco Burt & Pucillo, a general partnership engaged in the practice of law

with offices in Boston ("BD"). Plaintiffs seeks damages against Eran Rubinstein and Susan M.

Boltz Rubinstein (hereinafter referred to together as "the Rubinsteins"), two attorneys who

became "of counsel" to BD pursuant to a written agreement dated March 26, 2007 (the

"Agreement"). The Agreement provided, among other things, that the Rubinsteins would focus

their efforts on marketing BD's legal services to international institutional investors.

2. The Rubinsteins terminated their relationship with BD after five months to

become associated with Coughlin Stoia Geller Rudman & Robbins LLP ("the Coughlin firm"), a

Case3:09-cv-04208-JSW Document86-5 Filed1210 ,4/09 Page3 of 15

law firm with offices in New York and California that competes with BD. They subsequently

became associated with another law firm, Chitwood Harley Harnes (the "Chitwood firm"), a firm

with offices in Atlanta, Georgia and New York that also competes with BD.

3. Despite making a significant investment of time and money in their relationship

with the Rubinsteins, BD has received none of the benefits of the Rubinsteins' purported efforts

on BD's behalf. While accepting compensation and reimbursement of expenses, they were

working for themselves or for others and failed to perform their obligations under the agreement.

PARTIES

4. Plaintiff Berman, DeValerio & Pease LLP (BDP LLP) is a Massachusetts limited

partnership with offices at One Liberty Square, Boston, MA. It is a general partner in Berman

DeValerio Pease Tabacco Burt & Pucillo, a general partnership engaged in the practice of law

with offices in Boston, Massachusetts, West Palm Beach, Florida and San Francisco, California.

5. Plaintiff Berman, DeValerio, Pease & Tabacco P.C. (BDP&T P.C.) is a California

Professional Corporation with offices at 425 California Street, Suite 2100, San Francisco, CA. It

is a general partner in Berman DeValerio Pease Tabacco Burt & Pucillo.

6. Plaintiff Burt & Pucillo LLP (B&P LLP) is a Florida limited partnership with

offices at the Esperante Building, 222 Lakeview Avenue, Suite 900, West Palm Beach, FL. It is

a general partner in Berman DeValerio Pease Tabacco Burt & Pucillo.

7. Berman DeValerio Pease Tabacco Burt & Pucillo ("BD"), is a general partnership

engaged in the practice of law with offices at One Liberty Square in Boston, Massachusetts,

West Palm Beach, Florida and San Francisco, California. BD specializes in the prosecution of

securities fraud class actions on behalf of defrauded investors.

8. Defendant Eran Rubinstein is an individual residing at 3444 Wiltshire Road,

2


Furlong, Pennsylvania 18925. He is admitted to practice in the Commonwealth of Pennsylvania.

He is married to Susan M. Boltz Rubinstein. He is currently of counsel to Chitwood Harley

Harnes LLP (the "Chitwood firm") a law firm with offices in Atlanta, Georgia and New York.

Prior to his association with the Chitwood firm, he was associated with Coughlin Stoia Geller

Rudman and Robbins LLP ("the Coughlin firm"), the successor firm to Lerach Coughlin Stoia

Geller Rudman and Robbins LLP, ("Lerach Coughlin"). Prior to his association with BD, he was

associated with Lerach Coughlin.

9. Defendant Susan M. Boltz Rubinstein is an individual residing at 3444 Wiltshire

Road, Furlong, Pennsylvania 18925. She is admitted to practice law in the Commonwealth of

Pennsylvania and New York. She is married to Eran Rubinstein. She is currently of counsel to the

Chitwood firm. Prior to her association with the Chitwood firm, she was associated with the

Coughlin firm. Prior to her association with BD, she was associated with Lerach Coughlin.

STATEMENT OF FACTS

10. For one year prior to their contacting BD, the Rubinsteins served as "of counsel"

to Lerach Coughlin. In that capacity, they were responsible for international client outreach and

development. On or about August 31, 2007 Lerach Coughlin changed its name to Coughlin

Stoia. For purposes of this complaint, Lerach Coughlin and Coughlin Stoia are the same firm

with the only material difference being the retirement of named partner, William Lerach. Both

Lerach Coughlin and Coughlin Stoia will be referred to in this complaint as "the Coughlin firm."

The Rubinsteins' agreement with the Coughlin firm expired in March 2007.

11. Upon the expiration of their agreement with the Coughlin firm, the Rubinsteins

approached BD and offered to become associated with BD as "of counsel." The Rubinsteins

claimed that they had developed valuable contacts with international clients and that they had

3


"important clients in the Middle East and Europe ready to sign up for portfolio monitoring — they

did not wish to sign with Lerach." The Rubinsteins complained about the Coughlin firm's heavy

handed actions and claimed that international clients were reluctant to become associated with

the Coughlin firm. The Rubinsteins claimed that they offered BD a unique opportunity and that

they had a previously scheduled meeting for April 1, 2007 set to sign up two major clients in

Israel for portfolio monitoring.

12. After a meeting with the Rubinsteins in New York and after lengthy meetings in

Boston where the parties engaged in extensive discussions and negotiations, BD undertook to

negotiate an "of counsel" agreement with the Rubinsteins. The Agreement was executed by all

parties on March 26, 2007.

13. The Agreement created a one year "Of Counsel" relationship between BD and the

Rubinsteins, terminable at BD's option after 6 months. The Rubinsteins' duties were to engage in

"international outreach to communicate with and secure clients for the Berman DeValerio

institutional investor portfolio monitoring program." The Rubinsteins were to be paid $25,000

per month in advance and BD agreed to reimburse the Rubinsteins for their out-of-pocket

expenses. The Agreement provided that any clients obtained through the Rubinsteins' efforts

were to be clients of BD. The Agreement expressly provided that the Rubinsteins "will not .. .

encourage such a client to terminate its relationship with BD or establish a relationship with any

competitor firm."

14. Pursuant to the Agreement, BD immediately provided the Rubinsteins with

letterhead, business cards, cellular telephones, email accounts, marketing materials and the like.

BD revised the firm website and added the Rubinsteins' profiles, photographs and contact

information. BD also arranged for an office in New York City which would serve as the base of

operations for the Rubinsteins.

4


15. BD instructed its personnel to provide full support for the Rubinsteins in their

marketing efforts. The Rubinsteins made numerous demands of BD personnel, marketing

personnel, investigators, attorneys, finance employees, and assistants. The Rubinsteins demanded

to be included in high level meetings with BD personnel so that they could learn the identity of

service providers, client contacts and a broad range of confidential and sensitive information

about BD's practice. BD offered its full support to the Rubinsteins, and shared this information

with them believing that the Rubinsteins' efforts were intended to benefit BD's practice.

16. For six months, the Rubinsteins demanded and received $25,000 monthly draws

and received thousands of dollars in reimbursed expenses while they took trips and cultivated

clients. BD paid the Rubinsteins $25,000 per month for the months of April, May, June, July,

August and September 2007— a total of $150,000.

17. BD paid over $84,775 to the Rubinsteins to reimburse them for travel and related

business expenses.

18. At the Rubinsteins' insistence, BD paid a previously outstanding bill to

MeetChinaBiz for $10,000 for services rendered to the Rubinsteins while they were of counsel to

the Coughlin firm. Also, at the Rubinsteins' insistence, BD paid an additional $5,000 to

MeetChinaBiz to enable the Rubinsteins to continue their international business development

activities.

19. At some point during their association with BD, the Rubinsteins, while claiming

that they were continuing to work for BD and building relationships with prospective clients for

BD, decided that they would no longer devote their efforts to helping to build BD's international

practice. They entered into discussions with the Coughlin firm which competes with BD and

with which the Rubinsteins had been previously associated The Rubinsteins offered to return to

the Coughlin firm and to bring with them those clients they had been cultivating during their

5


association with BD.

20. As early as mid-May 2007, the Rubinsteins began to breach their Agreement with

BD. Instead, they were using BD's payments, expense reimbursements, resources and personnel

to fund and support their own client development activities which they planned to keep for

themselves or to deliver to the Coughlin firm or some other firm with whom they would

subsequently affiliate.

21. On May 16, 2007, BD signed a securities monitoring and evaluation agreement

with an international institutional investor client. The Rubinsteins served as the contact between

BD and the client. On May 18, 2007, the BD partner responsible for oversight of BD's portfolio

monitoring program attempted to implement the agreement with the client. Despite repeated

requests to be put in contact with the client, the Rubinsteins refused that partner's requests. By

late June 2007, the Rubinsteins were still preventing BD from directly contacting the client,

leaving Plaintiffs unable to implement the monitoring agreement.

22. On July 24, 2007, BD signed a securities monitoring and evaluation agreement

with a second international institutional investor client. As with the first institutional investor

client, the Rubinsteins failed to facilitate the implementation of the monitoring agreement. The

Rubinsteins' refusal to communicate with the responsible partner rendered the monitoring

agreement of no use or value to BD.

23. During the time the Rubinsteins were of counsel, BD partners repeatedly asked

for details concerning the Rubinsteins' outreach efforts and the clients with whom the

Rubinsteins were meeting. In response, the Rubinsteins were evasive, hostile and defensive.

The Agreement provided that the Rubinsteins would interact most frequently with a designated

partner at BD who would have day to day responsibilities for the operation of the firm's

international outreach program. However, the Rubinsteins found excuses to avoid providing

6


information about their activities and ultimately provided very little meaningful information.

Indeed, in breach of the Agreement, the Rubinsteins refused to report to BD's partner responsible

for coordinating international outreach efforts. They ultimately refused to have any interaction

with that partner.

24. An essential element of the Agreement between BD and the Rubinsteins was that

the Rubinsteins communicate with BD regarding their client outreach and development efforts.

In early July 2007, the Rubinsteins began refusing to communicate with BD partners concerning

such efforts.

25. By mid-July 2007 the Rubinsteins were openly rejecting requests for information

and the status of their efforts and were contriving excuses for refusing to cooperate. On July 12,

2007, Eran Rubinstein wrote an email complaining that a copy of his memorandum providing

some information about the Rubinsteins' client development efforts was sent to other BD

partners. On July 18, 2007 the Rubinsteins sent an email to a BD partner in which they

announced that they would no longer communicate with the several BD partners who were

charged with supporting the firm's international client development. Instead, the Rubinsteins

declared that they would now only report to one BD partner who was not directly involved in the

firm's international client development efforts.

26. The Rubinsteins' refusal to communicate with all but one of the partners of BD

effectively cut off any chance of communication between BD and its existing and prospective

clients. The Rubinsteins refused to enable BD to provide information to and receive information

from its new clients. BD was also rendered unable to finalize the relationships which had been

cultivated by the Rubinsteins on behalf of BD. The Rubinsteins postponed meetings and

telephone conferences. Despite their commitment to do so, the Rubinsteins failed to assist BD in

implementing its agreement with its clients.

7


27. Despite their unwarranted reluctance to communicate with BD and their

interference with BD's efforts to serve its new clients, the Rubinsteins continued to claim that

they were about to deliver several additional significant clients to BD and that BD should

continue to work with them and continue to pay their monthly draws and expenses. Indeed, in a

July 18, 2007 email to BD, the Rubinsteins claimed to be on the verge of signing on two new

clients.

28. At the end of August 2007, the Rubinsteins contacted BD to demand that the

$25,000 monthly draw for September be deposited into their account. Within days of receiving

their September draw payment, which was to compensate them for the upcoming month of work,

the Rubinsteins notified BD that they were terminating the Agreement. BD learned that the

Rubinsteins had returned to the Coughlin firm.

29. The Rubinsteins terminated their association with BD and went back to work for

the Coughlin firm at a point where their client cultivation efforts had reached a certain degree of

success. The Rubinsteins took with them all of the clients, contacts and relationships that they

had developed while they were of counsel to BD.

30. Within one day of notifying BD that they were no longer associated as of counsel,

BD received letters from the two clients that had been retained by BD through the Rubinsteins'

efforts, notifying BD of the clients' decision to terminate their relationships with BD. The

terminations of these clients' relationships with BD were encouraged and facilitated by the

Rubinsteins. Indeed, the letters from the clients were identical in wording and were each

received on the same day - just one day after the Rubinsteins notified BD of their departure.

31. The two clients who had signed portfolio monitoring agreements with BD, as well

as three other clients who Defendants had claimed were on the verge of signing portfolio

monitoring agreements with BD are now represented by the Chitwood firm.

8

Case3:09-cv-04208-JSW Document86-5 Filedl 2/04/09 Pagel 0 of 15

COUNT I

BREACH OF CONTRACT

32. Plaintiffs repeat the allegations contained in paragraphs 1 - 31 and, by this

reference, incorporates them herein.

33. The Defendants signed the Agreement with Plaintiffs to establish the terms of

their "of counsel" relationship and to receive compensation for their services. In reliance on the

promises contained in that Agreement, Plaintiffs entrusted the Defendants with confidential and

competitively sensitive information about its practice.

34. Plaintiffs have performed all of their obligations under the Agreement with

Defendants.

35. Defendants failed to perform their obligations under the Agreement. Instead,

Defendants used BD's payments, expense reimbursements, resources and personnel to fund and

support their own client development activities, and then took the clients, contacts and other

information gained during their association with BD and put these resources to use for

themselves and their current firm.

36. Defendants insisted that Plaintiffs pay a total of $15,000 to MeetChinaBiz in

reliance on Defendants' claims that payment was necessary to enable Defendants to perform

their agreement with BD.

37. By ceasing their communication with BD's partners, refusing to assist in

implementing the monitoring agreements with BD's clients and soliciting association with and,

in fact, going to work for a competitor while still both associated with Plaintiffs and demanding

payment of their monthly draws and by soliciting, encouraging and facilitating Plaintiffs' clients

to terminate their relationship with Plaintiffs and become clients of a competitor, the Defendants

9

Case3:09-cv-04208-JSW Document86-5 Filedl 2/04/09 Pagel 1 of 15

have each breached their obligations to Plaintiffs under the Agreement.

38. As a result of this conduct, Plaintiffs have suffered damages and harm for which

the Defendants are liable.

COUNT II

PROCURING BREACH OF CONTRACT


reference, incorporates them herein.

40. Plaintiffs have an attorney-client relationship with their clients.

41. Plaintiffs have entered into Monitoring Agreements with certain of their clients.

42. Defendants knew of such relationships. Indeed, Defendants assisted in

establishing the relationship between Plaintiffs and certain of its clients and in getting certain

clients to enter into monitoring agreements with Plaintiffs.

43. By their conduct as set forth above, the Defendants have solicited, encouraged

and induced Plaintiffs' clients to terminate their relationship with Plaintiff and to terminate the

monitoring agreements with Plaintiffs, causing Plaintiff damages and harm for which the

Defendants are liable.

COUNT III

INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONS


reference incorporates them herein.

45. Plaintiffs have developed business relationships with their clients wherein the

firm provides securities portfolio monitoring services and litigation advice to its clients.

46. Defendants had detailed knowledge of such relationships. Such detailed

knowledge was entrusted to them by Plaintiffs on the condition that Defendants would not

10

Case3:09-cv-04208-JSW Document86-5 Filed12/04/09 Pagel 2 of 15

disclose it to any third party; that they would not use it except in furtherance of Plaintiffs'

business interests and that they would certainly not use it to compete with Plaintiff.

47. By their conduct as set forth above, the Defendants have intentionally and

unjustifiably interfered with Plaintiffs' business and advantageous relationships, causing

Plaintiffs damages and harm for which the Defendants are liable.

COUNT IV

BREACH OF FIDUCIARY DUTY

48. Plaintiffs repeat the allegations contained in paragraphs 1- 47 and, by this


49. By entering into the Agreement with Plaintiffs and becoming associated with

Plaintiffs as "of counsel", the Defendants owed a fiduciary duty to Plaintiffs.

50. By their conduct as set forth above, and by demanding compensation and

reimbursement of expenses to fund and support client development activities and then taking the

clients, contacts and other information gained by virtue of such compensation and

reimbursement and using those resources to work for their current law firm, Defendants have

breached their fiduciary duties to Plaintiffs causing them damages and harm for which the

Defendants are liable.

COUNT V

MONEY HAD AND RECEIVED

51. Plaintiff repeats the allegations contained in paragraphs 1 - 50 and, by this


52. Defendants obtained over $234,775 from Plaintiffs over a six-month period.

53. Defendants obtained these payments from Plaintiffs by claiming to be engaged in

activities designed to secure international clients for Plaintiffs and to provide a valuable benefit

11


to the Plaintiffs.

54. Defendants failed to perform their obligations to Plaintiffs and instead diverted

the benefits of their efforts to themselves and to other law firms.

55. Defendants have been unjustly enriched at Plaintiffs' expense. Defendants should

not in justice retain these funds and in equity and good conscience these funds should be returned

to Plaintiffs.

REQUESTS FOR RELIEF

WHEREFORE, Plaintiffs request that this Court:

1. Enter judgment for Plaintiffs on all Counts of its Complaint;

2. Order the Defendants to provide an accounting of all earnings wrongfully gained

by their breach of their agreement with Plaintiffs and by breach of their fiduciary duties to

Plaintiffs;

3. Order the Defendants to repay the sum of $234,775 which Plaintiffs paid to

Defendants between April 1, 2007 and September 9, 2007;

4. Award Plaintiffs damages as determined at trial, plus interest and costs as

provided by law, and

5. Grant Plaintiffs such other and further relief as the Court deems just and proper.

12


JURY DEMAND

Plaintiffs demand a jury trial on all issues so triable.

BDP LLP, a Massachusetts limited partnership,BDP&T P.C., a California professionalcorporation, and B&P LLP, a Florida limitedpartnership, general partners of BermanDeValerio Pease Tabacco Burt & Pucillo,

By their attomys:

/s/ Edward J. Barshak Edward J. Barshak, BBO#032040Serena D. Madnar, BBO#654326SUGARMAN ROGERS, BARSHAK &

COHEN, P.C.101 Merrimac Street, 9 th FloorBoston, MA 02114(617) 227-3030barshaVit,srbc.comrnadatlisrbc.com

Dated: March 20, 2008

13

Ca se3:09-cv-04208-JSW Document86-5 Filed12/04/09 Page15 of 15

CERTIFICATE OF SERVICE

I, Edward J. Barshak, hereby certify that this document, filed through the ECF system,

will be sent electronically to the registered participants as identified on the Notice of Electronic

Filing (NEF) and paper copies will be sent to those indicated as non-registered participants on

March 20, 2008.

/s/ Edward' Barshak Edward J. Barshak

14


EXHIBIT 6

Case3:09-cv-04208-JSW Document86-6 Filedl 2/04/09 Page2 of 4

BERMAN DEVALERIO PEASE TABACCO BURT & PUCILLO

ATTORNEYS AT LAW

ORE LIBERTY SQUAREBOSTON. MA OWORTER 45! 7I542R3oO

44E. CALIFICAMA STRfl. %Cr FLOM FAX, 16,5 04H • 1164 ez2 taHAAVIEW AVCNUE. Sun's SOOSAN FRANCISCO. CA 04M4 WM/ PALM MACH, Fl. 3340/

ICC 14 +6! 433.3200 WWW SERMANESQ.COM TEL CHNI n a3C.C.30FAX

4 ' 5' 433-"" LAWAHSVANCANMQ.COM PAX. i5611835.0355

March 26, 2007By DHL and email

Susan M. Boltz Rubinstein, Esq.Bran Rubinstein, Esq.41 0 Park Avenue, Suite 1530NY, NY 10022

Re: Of Counsel Relationship with Berman DeValerio Pease Tobacco Burt &Pucillo

Dear Susan and Fran:

Berman DeValerio Pease Tobacco Burt & Pucillo ("Berman DeValerio") hasagreed to offer you an "Of Counsel" relationship with our Finn on the terms set forthherein. The term of this agreement will be 12 months, effective March 26, 2007. At theend of the first 6-month period, however, Berman DeViderio has the option to terminatethe retationshi • IT Berman DeValerio chooses not to terminate the relationship after 6months, the relationship will expire at the end of the 12-month period unless we mutuallyagree to extend it.

The terms of the 32-month agreement are as follows:009 in

61.16-rr I. You both will assume an "Of Counsel" relationship with BermanDeValerio. Your principal duties will be institutional outreach to

4'hA4.. cAlea4t5) communicate with and secure clients for the Berman DeValcrioez,e hot institutional investor portfolio monitoring program. We will cooperate

it with you and assist you in your outreach efforts.

—11)2. In performing your institutional outreach work you will interact most

frequently and directly with Kathleen Donovan-Maher, a partner in ourFirm, with the day-today responsibility for the operation of ourinternational outreach program. However, other Biainan DeValeriopartners will be available to you as needed and, of course, assist in anyclient presentations, etc. You will act as the primary liaison on behalf ofour Firm with the clients you introduce to the Finn.

•

Case3:09-cv-04208-JSW Document86-6 Filedl 2/04/09 Page3 of 4

BERMAN IDEVALER/O PEASE TABACCO BURT & PUCILLO

Susan M. Boltz Rubinstein, Esq.Fran Rubinstein, Esq.March 26, 2007Page 2 of 3

3. You will be independent contractors and we will pay you $25,000 permonth for this work, commencing April I, 2007.

4. You will receive 10% of any fees Berman DeValerio receives as a resultof representing clients you produce in cases where the client is appointedlead plaintiff The total of the $25,000 per month payments you will haveDeceived wilt he credited against, Le., deducted from the tO% of fees to bepaid to you.

5. There may be instances when the client you produced is only partlyresponsible for the leadership position, or when it is nceresary to adjustthe percentage of fees to be paid to you on account of other payments thatthe Finn may be obliged to make in connection with a particular matter.This may result in a reduction of your percentage. For example, if a groupof Selman DeValettio's clients come together to form a group to bedesignated lead plaintiff under the PSLRA. then the client you producedwill be only proportionately responsible for the leadership position, andthe percentage may be reduced accordingly. Similarly, compensation maybe owing to others outside the firm when more than one client has beenappointed lead plaintiff, In such eases the percentage lobe paid to you andothers may be negotiated. In such an instance, we may be willing, at ourdiscretion, to increase the total percentage paid to no more than 15% toaccommodate these vatious interests.

6. To assist you in doing your outreach work, we will reimburse you for yourreasonable and necessary out-of-pocket expenses of up to $50,000 on anannual basis. This limit reflects our mutual expectation of the totalamount. It may, with our advance permission, be exceeded. To obtain •reimbursement, you must comply with our Finn's expense approval anddocumentation policies and practices, working with our accountingdepartment in Boston. Proper receipts and records are required.

7. Any clients obtained through your efforts while operating as Of CounselIn our Firm will be considered clients of the Berman DeValerio Finn, Inthe event our relationship later terminates, those clients will remain withour Finn unless and until the client independently decides to terminate the •relationship with our Firm. You will not, in such a circumstance,encourage such a client to terminate its relationship with our Finn orestablish a relationship with any competitor firm.

Case3:09-cv-04208-JSW Document86-6 FUedi 2/04/09 Page4 of 4

•

BERMAN DEVALER/O PEASE TABACCO BURT PUCILLO

Susan M. Boltz Rubinstein, Esq.atm Rubinstein. Esq.March 26, 2007Page 3 of 3

S. This agreement is subject to and shall be performed in all respects in Ku/compliance with all requirements of law and ethical rules in effect in allapplicable jurisdictions.

lithe foregoing is acceptable and agreeable to you, would you both please sign whereindicated below and return one of the duplicate originals enclosed herewith to me as soonas possible. We are very enthusiastic about your international efforts and look forward toworking with you.

Very uly yours,

Noilman Borman

cc: Kathleen M. Donovan-Maher, Esq.

Agreed to this 2cday of March, 2007

41,o),..416 &to:-Susan M. Boltz Rubinstein

AA—erEran Rubinstein

the rosen law firm, p.a.securities.stanford.edu/filings-documents/1043/ucbh09_01/... ·...

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