UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUTsecurities.stanford.edu/filings-documents/1058/TI00_03/... · 2017-10-13 · united states district court district of connecticut

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UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT

IN RE TANGOE, INC., SECURITIES LITIGATION

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Civil Action No. 3:17-cv-00146-VLB

MEMORANDUM OF LAW IN SUPPORT OF LEAD PLAINTIFF’S UNOPPOSED MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

Case 3:17-cv-00146-VLB Document 59 Filed 10/03/17 Page 1 of 33

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Pursuant to Rule 23 of the Federal Rules of Civil Procedure, Lead Plaintiff James

Alpha Multi Strategy Alternative Income Portfolio respectfully submits this Memorandum

of Law in Support of Lead Plaintiff’s Unopposed Motion for Preliminary Approval of

Class Action Settlement.

I. INTRODUCTION

Lead Plaintiff and defendants Tangoe, Inc. (“Tangoe”), Albert Subbloie, Jr. and

Gary Martino (collectively, “Defendants”) have agreed to settle this case for two million

five hundred and fifty thousand U.S. dollars ($2,550,000.00).1 By this motion, Lead

Plaintiff respectfully requests that the Court take the first step in its approval process2

and enter an order: (i) granting preliminary approval of the proposed Settlement; (ii)

certifying, for settlement purposes only, the proposed Settlement Class; (iii) approving

the Parties’ proposed form and method of giving notice to the proposed Settlement

Class; and (iv) setting a date for a Settlement Hearing and deadlines for mailing and

publication of the Notice, the filing of Settlement Class Member objections, the filing of

Settlement Class Member opt-out notices, the filing of Lead Plaintiff’s Motion for Final 1 Lead Plaintiff and Defendants will be referenced collectively herein as the “Parties.” All capitalized terms used herein have the meanings set forth and defined in the Stipulation and Agreement of Settlement (the “Stipulation”). A true and correct copy of the Stipulation and its exhibits (Exhibit A, A-1, A-2, A-3 and A-4 and Exhibit B) are altogether attached to the accompanying Declaration of Jacob Goldberg in Support of Preliminary Approval of Class Action Settlement (“Goldberg Decl.”) as Ex. 1. 2 Court approval of a class settlement is a two-step process. First, the Court must consider whether preliminarily to approve the settlement, as well as the content and method of providing notice to the proposed settlement class. Second, after preliminary approval and after notice has been issued to settlement class members consistent with the preliminary approval order, the Court must make a final determination as to whether the Settlement is fair, reasonable and adequate, such that the Settlement should be finally approved.


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Approval of the Settlement, and the filing of Lead Counsel’s application for attorneys’

fees and expenses.

The proposed Settlement was achieved following arm’s-length negotiations with

the assistance of an independent mediator, Jed D. Melnick, Esq. of JAMS Alternative

Dispute Resolution. As set forth herein, based on, inter alia, Lead Plaintiff’s intensive

investigation in connection with preparing an amended complaint; Lead Plaintiff’s

retention of experts to evaluate potential damages; and the Parties’ preparation and

exchange of formal mediation statements, Lead Plaintiff and its counsel had a thorough

understanding of the strengths and weaknesses of its claims asserted in the Action,

including the potential limitations on damages and recovery, prior to agreeing to accept

the proposed Settlement.

The proposed Settlement represents an excellent recovery for Settlement Class

Members. Lead Plaintiff estimates that the proposed Settlement returns approximately

20.24% of estimated damages. This is well above the median settlement for similar

securities class actions. See, e.g., Cornerstone Research, Securities Class Action

Settlement 2016 Review and Analysis, at 7-8 (noting that in 2016, securities settlements

overall returned a median of 2.5% of damages, with a higher median return of 7.3%

where, as here, damages are less than $50 million). This Settlement far exceeds the

normal ranges of reasonable approval and thus warrants preliminary approval.

Likewise, Lead Plaintiff’s proposed Notice satisfies the PSLRA’s disclosure

requirements and is the best practicable notice under the circumstances.


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II. SUMMARY OF THE LITIGATION AND SETTLEMENT

A. Procedural History

On May 24, 2016, individual plaintiff Sarah Moleski filed a class action complaint

in the United States District Court for the District of New Jersey (“New Jersey District

Court”), asserting claims against Defendants on behalf of purchasers of Tangoe, Inc.

securities between March 18, 2014 and March 7, 2016, and seeking to pursue remedies

under the Securities Exchange Act of 1934. See generally Moleski v. Tangoe, Inc., No.

2:16-CV-02957 (D.N.J. 2016) (hereinafter “Moleski”).

On January 11, 2017, the New Jersey District Court appointed as Lead Plaintiff

James Alpha Multi Strategy Alternative Income Portfolio and The Rosen Law Firm, P.A.

and Finkelstein & Krinsk LLP as Lead Counsel (Moleski Dkt. No. 16).

On January 30, 2017, this case was electronically transferred by stipulation of

the Parties from the New Jersey District Court to the United States District Court for

District of Connecticut (Dkt. No. 22).

On June 23, 2017, the Parties filed a Joint Motion (Dkt. 52) informing the Court of

their mediation session scheduled for July 27, 2017, and seeking a temporary stay of

the Action pending the outcome of mediation.

On June 26, 2017, the Court granted in part the Parties Joint Motion and

temporarily stayed this Action during the pendency of mediation proceedings. (Dkt. 53).

On July 27, 2017, certain of the Parties, their liability insurers and their counsel

attended a full-day, in-person mediation session before Jed D. Melnick, Esq. of JAMS

ADR in New York City, and arrived at an agreement in principal to resolve the Action

through this Settlement.


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On August 7, 2017, upon being notified by phone of the Parties’ pending

Settlement efforts, the Court entered an order directing the Parties to submit settlement

terms for this Court’s review and approval. (Dkt. 57). Lead Plaintiff now submits its

Unopposed Motion for Preliminary Approval of Class Action Settlement in accordance

with the Court’s order.

B. Settlement Negotiations

On July 27, 2017, Lead Plaintiff and Defendants attended a mediation before Jed

D. Melnick, Esq. of JAMS in New York City. In the months leading up to this mediation

session, Lead Plaintiff and Lead Counsel conducted an extensive investigation of the

claims and the potential damages in this case, and retained multiple investigators as

well as accounting and securities class damages experts. Shortly before the mediation

session, Lead Plaintiff and Defendants exchanged detailed confidential statements and

exhibits. Those statements and exhibits were also submitted to the mediator. After

many hours of intensive mediation presentations and negotiations, the Parties were

successful in achieving a resolution to this Action. The Parties extensive negotiations

were at all times conducted at arm’s length with the assistance and oversight of the

mediator, who ultimately recommended and approved that the Parties settle the Action

for a total of $2.55 million.

C. Summary of Key Terms of the Proposed Settlement

1. Relief to Class Members

In full and final resolution of all claims asserted in this Action, and all claims that

have been or could have been asserted by Settlement Class Members or Lead Plaintiff

against Defendants and the Released Parties, the Defendants shall transfer or cause


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the Insurer to transfer two million five hundred and fifty thousand U.S. dollars

($2,550,000.00) in cash into a Settlement Fund, as set forth in the Stipulation filed

contemporaneously herewith.

2. Class Notice and Settlement Administration

a. Notice

Within eighteen (18) calendar days of the entry of the Preliminary Approval

Order, the third party Claims Administrator, Strategic Claims Services (“Claims

Administrator” or “SCS”) will transmit individual notice via mail, substantially in the form

of the “postcard notice” attached to the Stipulation as Exhibit A-1 (the “Postcard

Notice”), to each Settlement Class Member identified by records maintained by Tangoe

or its transfer agent. SCS will also transmit Postcard Notice to all persons identified by

banks, brokerage firms, or other nominees, as having purchased Tangoe common stock

during the Settlement Class Period. The Postcard Notice prompts potential Settlement

Class Members to view the long form notice (“Notice”), attached to the Goldberg Decl.

as Ex. A-2, online or to contact the Claims Administrator to request a hard copy of the

Notice. SCS shall complete the mailing as soon as practical, but in no instance later

than fourteen (14) days prior to the Settlement Hearing. Lead Counsel, through the

Claims Administrator, will cause the Settlement Stipulation and its Exhibits, this Order,

and a copy of the Notice to be posted on the Claims Administrator’s website within

sixteen (16) calendar days after entry of this Order. The Claims Administrator will also

publish the Summary Notice electronically on the GlobeNewswire, and also in print in

the Investor’s Business Daily within sixteen (16) calendar days after the entry of the

Preliminary Approval Order.


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The Notice describes in plain English the terms of the Settlement, the

considerations that led Lead Counsel and Lead Plaintiff to conclude that the Settlement

is fair and adequate, the maximum attorneys’ fees award and expense reimbursement

that may be sought, the procedures for objecting to and opting out of the Settlement, the

proposed Plan of Allocation, and the date and place of the Settlement Hearing. This

notice program will fairly apprise Settlement Class Members of the Settlement and their

options with respect thereto, and fully satisfies constitutional due process requirements.

b. Administration

The Claims Administrator will administer distribution of the Net Settlement Fund

pursuant to the Stipulation. In accordance with the Stipulation, Defendants shall pay or

cause to be paid $2.55 million into an interest-bearing escrow account in a federally-

chartered bank designated by Lead Counsel (the “Escrow Account”), to be controlled by

Lead Counsel as Escrow Co-Agents for the benefit of the Settlement Class, with all

interest to accrue for the benefit of the Settlement Class. Once the Settlement becomes

final following entry of the Court’s final judgment, substantially in the form attached to

the Stipulation as Exhibit B (the “Judgment”), no monies shall revert back to

Defendants.

c. Costs of Notice and Administration

Upon deposit in the Escrow Account of the Settlement Fund, the Escrow Agent

may transfer up to one hundred and fifty thousand U.S. dollars ($150,000.00) from the

Escrow Account to an interest-bearing account to be maintained by the Settlement

Administrator, to pay reasonable and necessary Notice and Administration Costs. After

the Settlement’s Effective Date, without further approval from the Court, the Escrow Co-


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Agents may disburse additional amounts up to a total of three hundred thousand U.S.

Dollars ($300,000.00) from the Settlement Fund to pay for any necessary, additional

Administrative Costs. For any additional Administrative Costs above three hundred

thousand dollars, the Escrow Co-Agents will obtain Court approval.

3. Opt-Out Exclusionary Provisions

Any Settlement Class Member who wishes to object to the fairness of the

Stipulation must, by the Opt-Out/Objection Deadline set forth in the Notice (see Exhibit

A-2 of the Stipulation), file any such objection with the Court, and provide copies of the

objection to Lead Counsel, Defendants’ Counsel, and the Court. Any Settlement Class

Member who does not file a timely objection to the Stipulation shall be foreclosed from

seeking adjudication or review of the Stipulation by appeal or otherwise.

Any Class Member who wishes to be excluded as a Class Member may submit a

written exclusion request to the Claims Administrator, postmarked no later than the Opt-

Out/Objection Deadline.

4. Release Provisions

Upon the Effective Date noted in the Stipulation, Lead Plaintiff and each

Settlement Class Member who does not timely exclude himself/herself/itself from the

Settlement Class, including any other person acting on his/her/its behalf or for his/her/its

benefit, shall be deemed to have released, waived, and discharged the Defendants and

the Released Parties from the Released Claims, and expressly waived and relinquished

the Released Claims, including any Unknown Claims.


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5. Attorneys’ Fees and Expenses

For their services rendered on behalf of the Settlement Class, Lead Counsel

intend to seek an attorneys’ fee award not to exceed 30% of the Settlement Amount

($765,000), as well as the reimbursement of reasonable expenses.

6. No Admission of Liability

Each of the Defendants denies any wrongdoing, and this Settlement shall in no

event be construed or deemed to be evidence or an admission or concession on the

part of any of the Defendants or the Released Parties with respect to any claim or

allegation of fault or liability or wrongdoing or damage whatsoever, or any infirmity in the

defenses that the Defendants have, or could have, asserted. Defendants expressly

deny that Lead Plaintiff has asserted any valid claims as to any of them, and expressly

deny any and all allegations of fault, liability, wrongdoing or damages whatsoever.

Similarly, the Stipulation shall in no event be construed or deemed to be evidence of an

admission or concession on the part of Lead Plaintiff of any infirmity in any of the claims

asserted in the Action, or an admission or concession that any of the Defendants’

defenses to liability had any merit. Each of the Parties recognizes and acknowledges,

however, that the Action has been initiated, filed and prosecuted by Lead Plaintiff in

good faith, and defended by Defendants in good faith, and that the Action is being

voluntarily settled with the advice of counsel and the mediator, and that the terms of the

Settlement are fair, adequate and reasonable.


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III. PRELIMINARY APPROVAL OF THE SETTLEMENT IS APPROPRIATE

A. Standards for Preliminary Approval

The law favors settlement, particularly in class actions and other complex cases

because they tie up substantial judicial resources, use up the parties’ time and money,

and, in such cases, any resolution is often significantly delayed. Palacio v. E*TRADE

Fin. Corp., No. 10 Civ. 4030 (LAP) (DCF), 2012 U.S. Dist. LEXIS 88019, at *7 (S.D.N.Y.

June 22, 2012) (quoting Wal-Mart Stores, Inc. v. Visa U.S.A. Inc., 396 F.3d 96, 116 (2d

Cir. 2005)); see also Spann v. AOL Time Warner, Inc., No. 02 Civ. 8238 (DLC), 2005

U.S. Dist. LEXIS 10848, at *18 (S.D.N.Y. June 7, 2005) (“[P]ublic policy favors

settlement, especially in the case of class actions”); Newberg on Class Actions (Fourth)

(2002) § 11.41 (“The compromise of complex litigation is encouraged by the courts and

favored by public policy.”). Due to the presumption in favor of settlement, and “[a]bsent

fraud or collusion,” courts “should be hesitant to substitute [their] judgment for that of the

parties who negotiated the settlement.” In re EVCI Career Colls. Holding Corp. Sec.

Litig., No. 05 Civ. 10240 (CM), 2007 U.S. Dist. LEXIS 57918, at *12 (S.D.N.Y. July 27,

2007). More explicitly, the Supreme Court has cautioned that in reviewing a proposed

class settlement, courts should “not decide the merits of the case or resolve unsettled

legal questions.” Carson v. Am. Brands, Inc., 450 U.S. 79, 88 n.14 (1981).

Where, as here, parties propose to resolve class action litigation through a class-

wide settlement, they must request and obtain the Court’s approval. See Fed. R. Civ.

P. 23(e); Wright v. Stern, 553 F. Supp. 2d 337, 343 (S.D.N.Y. 2008). The typical

process for approval of class action settlements is described in the Manual for Complex

Litigation (Fourth) §§ 21.632-.634 (2004). The steps are:


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1. Preliminary approval of the proposed settlement at an informal hearing;

2. Dissemination of mailed and/or published notice of the settlement and fairness hearing to all affected class members; and

3. A formal fairness hearing, or final approval hearing, at which class members may be heard regarding the settlement, and at which evidence and argument concerning the fairness, adequacy, and reasonableness of the settlement is presented.

This procedure, commonly employed by federal courts, safeguards class

members’ procedural due process rights and enables the court to fulfill its role as the

guardian of the class members’ interests. See Newberg, § 11.25 (quoting Manual for

Complex Litigation (Second) (1985)). In the Second Circuit, courts will examine the

negotiating process that led to the settlement. Wal-Mart, 396 F.3d 96 at 116. They will

also determine whether the settlement’s terms are fair, reasonable, and adequate, using

the factors set forth in City of Detroit v. Grinnell Corp., 495 F.2d 448 (2d Cir. 1974).

Preliminary approval is merely the prerequisite to giving notice that “the proposed

settlement … may be submitted to members of the prospective Class for their

acceptance or rejection.” Philadelphia Housing Authority v. American Radiator &

Standard Sanitary Corporation, 323 F.Supp. 364, 372 (E.D. Pa. 1970). Accordingly, at

this stage of the settlement process, the Court conducts only a preliminary evaluation to

determine whether the proposed Settlement is within range of possible final approval.

See 5 James Wm. Moore, Moore’s Federal Practice ¶¶ 23.83[1], 23-336.2 to 23-339 (3d

ed. 2002); see also Karvaly v. eBay, Inc., 245 F.R.D. 71, 86 (E.D.N.Y. 2007)

(“Preliminary approval of settlements should be given if the settlement is the result of

serious, informed and non-collusive negotiations and the proposed settlement has no

obvious deficiencies, such as giving preferential treatment to class representatives, or


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granting excessive attorneys fees.”) (quoting In re Medical X-Ray Film Antitrust Litig.,

1997 WL 33320580, *6 (E.D.N.Y. Dec. 26, 1997)).

B. The Settlement Negotiated By the Parties Receives a Presumption of

Fairness

“In evaluating the settlement, the Court should keep in mind the unique ability of

class and defense counsel to assess the potential risks and rewards of litigation; a

presumption of fairness, adequacy and reasonableness may attach to a class

settlement reached in arms-length negotiations between experienced, capable counsel .

. . .” Clark v. Ecolab Inc., Nos. 07 Civ. 8623, 04 Civ. 4488, 06 Civ. 5672, 2010 U.S.

Dist. LEXIS 47036, at *18 (S.D.N.Y. May 11, 2010) (citation omitted). Courts also give

weight to the parties’ judgment that the settlement is fair and reasonable. See Palacio,

2012 U.S. Dist. LEXIS 88019, at *8; Diaz v. E. Locating Serv. Inc., No. 10 Civ. 4082,

2010 U.S. Dist. LEXIS 139136, at *10 (S.D.N.Y. Nov. 29, 2010), Clark, 2010 U.S. Dist.

LEXIS 47036, at *18. Flinn v. FMC Corp., 528 F.2d 1169, 1173 (4th Cir. 1975) (“While

the opinion and recommendation of experienced counsel is not to be blindly followed by

the trial court, such opinion should be given weight in evaluating the proposed

settlement”).

On July 27, 2017, the Parties participated in an all-day, in-person mediation

before a nationally regarded mediator, Jed. D. Melnick, Esq. In advance of that

session, the Parties exchanged and provided to the Mediator detailed mediation

statements and exhibits addressing Defendants’ potential liability and damages. During

the mediation session, both sides made detailed, adversarial presentations about the

merits of Lead Plaintiff’s claims and the defenses to those claims. After numerous


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debates, proposals and counterproposals between the Parties and their Mediator, the

Parties were able to reach an agreement in principal at the end of the session.

Negotiations were at all times hard-fought and at arm’s length, and have produced a

result that Lead Plaintiff and Lead Counsel believe to be in the best interests of the

Settlement Class. The arm’s-length nature of settlement negotiations and the

supervision of an experienced mediator supports the conclusion that the Settlement is

fair and achieved free of collusion. See D’Amato v. Deutsche Bank, 236 F.3d 78, 85 (2d

Cir. 2001) (a “mediator’s involvement in . . . settlement negotiations helps to ensure that

the proceedings were free of collusion and undue pressure”).

The proponents of the Settlement are highly experienced in this type of litigation

and are intimately familiar with the legal and factual issues enmeshed in this case. See

Rosen Firm and Finkelstein & Krinsk Resumes, Goldberg Decl. Exs. 2 and 3. As one

court found in Lyons v. Marrud, Inc., 1972 WL 327, *2 (S.D.N.Y. June 6, 1972),

“[e]xperienced and competent counsel have assessed these problems and the

probability of success on the merits. They have concluded that compromise is well-

advised and necessary. The parties’ decision regarding the respective merits of their

positions has an important bearing on this case.” The same is true here. In Lead

Counsel’s view, the Settlement provides substantial benefits to the Settlement Class,

especially considering the expense, risks, difficulties, delays, and uncertainties of

litigation, trial, and post-trial proceedings.

In addition, the Parties and their counsel were knowledgeable about the

strengths and weaknesses of the case prior to their agreement to settle. Lead Plaintiffs

conducted an extensive investigation prior to filing an amended complaint, which


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included a thorough review of myriad publicly available information, including without

limitation, the entirety of Tangoe’s filings with the U.S. Securities and Exchange

Commission (“SEC”), financial analyst and media reports, as well as public statements

made by Defendants’ themselves regarding Tangoe’s business and financial condition.

Further, Lead Plaintiff engaged its own accounting expert, damages expert, and

professional investigators to fully and accurately assess the merit and value of

Settlement Class claims. Lead Plaintiff also had the benefit of Defendants’ mediation

presentation setting forth their arguments and defenses on Lead Plaintiff’s theories of

liability, damages, and loss causation. As a result of these extensive efforts, Lead

Plaintiff and Lead Counsel had an adequate basis for assessing the strength of the

Settlement Class’s claims and Defendants’ defenses when they entered into the

Settlement.

The Settlement does not provide preferential treatment to Lead Plaintiff or any

other Settlement Class Members. The proposed Plan of Allocation set forth in ¶8 of the

Notice, and developed by Lead Plaintiff’s damages expert in consultation with Lead

Counsel, provides a fair and reasonable method to allocate the Net Settlement Fund

among Settlement Class Members who submit valid Claim Forms. The Net Settlement

Fund will be allocated to Authorized Claimants on a pro rata basis based on the relative

size of their Recognized Losses. Similar plans have repeatedly been approved by

district courts within the Second Circuit. See In re Citigroup, Inc. Sec. Litig., 965 F.

Supp. 2d 369, 386-87 (S.D.N.Y. 2013); In re Marsh ERISA Litig., 265 F.R.D. 128, 145-

46 (S.D.N.Y. 2010).


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For all these reasons, the Settlement was the product of a thorough, arm’s-length

process, and as such, enjoys a presumption of fairness. See Thompson v. Metro Life

Ins. Co., 216 F.R.D. 55, 61 (S.D.N.Y. 2003) (“A strong presumption of fairness attaches

to proposed settlements that have been negotiated at arms-length.”).

C. The Settlement Benefit Falls within the Range of Possible Approval

At the Settlement Hearing, in determining whether a settlement is fair,

reasonable, and adequate, the Court will decide whether to approve the settlement

under the factors articulated in Grinnell: (1) the complexity, expense, and likely duration

of the litigation; (2) the reaction of the class to the settlement; (3) the stage of the

proceedings and the amount of discovery completed; (4) the risks of establishing

liability; (5) the risks of establishing damages; (6) the risks of maintaining the class

action through the trial; (7) the ability of the defendants to withstand a greater judgment;

(8) the range of reasonableness of the settlement fund in light of the best possible

recovery; and (9) the range of reasonableness of the settlement fund to a possible

recovery in light of all the attendant risks of litigation. 495 F.2d at 463. All nine factors

need not be satisfied; rather, the Court should consider the totality of these factors in

light of the particular circumstances. Thompson v. Metro. Life Ins. Co., 216 F.R.D. at

61.

At the Preliminary Approval stage, however, the Court need not determine

whether the Settlement should be approved. Rather, if the Court finds that the

Settlement is “within the range of possible approval” that might be approved under

Grinnell, it should then order that the Class be notified of the Settlement and given an

opportunity to be heard, and that the Settlement Hearing be held. See Manual for


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Complex Litigation (Fourth) § 40.42 (model preliminary approval order). Here, the

Settlement substantially satisfies the test announced by Grinnell. Therefore, the Court

should grant preliminary approval.

1. The Complexity, Expense and Likely Duration of the Litigation

The proposed Settlement provides the Settlement Class with substantial and

certain relief, without the delay and expense of extensive motion practice, discovery,

class certification, summary judgment, trial and post-trial proceedings. Due to the

inherent complexity of securities litigation, and particularly the stringent requirements

imposed by the Private Securities Litigation Reform Act of 1995’s (“PSLRA”)

amendments to the Exchange Act, as well as supervening case law developments,

including the Supreme Court’s recent decision in Halliburton Co. v. Erica P. John Fund,

Inc., 134 S. Ct. 2398 (2014), prosecution of securities class action litigation is inherently

complex and lengthy. This Action would have taken years to complete discovery and

proceed through class certification, summary judgment and trial – all of which would be

extremely expensive and risky for the Settlement Class. A jury would then have had to

determine: (i) whether any remaining alleged representations/omissions were material;

(ii) whether Defendants acted with scienter; (iii) whether Tangoe’s stock traded in an

efficient market, entitling Lead Plaintiff and other Settlement Class Members to a

(rebuttable) presumption of reliance, including rebuttal evidence on price impact under

Halliburton; and (iv) the artificial inflation of Tangoe’s stock and how much of the

alleged price decline was attributable to what Lead Plaintiff alleges were the disclosures

of information correcting the alleged false statements, if any.


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Moreover, not only would any recovery be uncertain, considering the near-

certainty of appeals, any available recovery at all would be delayed by years.

2. Stage of the Proceedings

Proceedings in this Action were sufficiently advanced to provide Lead Plaintiff

with a thorough understanding of the strengths and weaknesses of the Settlement

Class’s claims. Lead Plaintiff conducted an extensive investigation and consulted with

accounting and damages experts on liability, damages and market efficiency issues.

Although the parties did not engage in formal discovery, the Parties’ mediation session,

along with the extensive mediation statements prepared in conjunction therewith,

allowed Lead Counsel the opportunity to assess the relative strengths and weaknesses

of the parties’ positions, and to negotiate accordingly. In re Am. Bank Note

Holographics, Inc., 127 F. Supp. 2d 418, 426 (S.D.N.Y. 2001) (“To approve a proposed

settlement . . . the Court need not find that the parties have engaged in extensive

discovery. Instead, it is enough for the parties to have engaged in sufficient

investigation of the facts to enable the Court to intelligently make . . . an appraisal of the

Settlement.”) (quotation marks and citations omitted).

3. The Risks of Establishing Liability and Damages

There were substantial risks in prosecuting this Action, and further prosecution of

this Action to trial would have yielded a limited recovery or no recovery at all. Although

Lead Plaintiff believes its allegations have merit, this Court has previously found

accounting-related allegations against these same Defendants insufficient to survive a

motion to dismiss under the PSLRA’s heightened pleading standards. See generally

Stein v. Tangoe, Inc., No. 3:13-cv-00286-VLB, Dkt. No. 92 (D. Conn. Sep. 30, 2014)


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(dismissing securities fraud claims against Defendants premised on accounting

violations). Even if Lead Plaintiff could survive the PSLRA’s heighted pleading

standards, Lead Plaintiff would still have to prove falsity, materiality, and scienter with

respect to Defendants’ purported misstatements, to both the Court’s and a jury’s

satisfaction, which is notoriously difficult and risky.

Lead Plaintiff would have encountered loss causation defenses at the summary

judgment phase, as well as at trial. Defendants would argue that Lead Plaintiff was

foreclosed from using any alleged stock drops to prove loss causation, and Lead

Plaintiff may have been forced to disaggregate any portion of the alleged price decline

that arose from disclosures that corrected the fraud alleged by Lead Plaintiff, from those

that pertained to other information disclosed on the same date. See, e.g., Police & Fire

Ret. Sys. v. Safenet, Inc., 645 F. Supp. 2d 210, 228-29 (S.D.N.Y. 2009) (dismissing

claims based on stock drop following press release for failure to “explain why the

disclosure on page 8 – as opposed to all other information in the extended 12 page

release – caused the price decline”).

As previously noted, a material risk existed that certain Settlement Class

Members’ claims would be eliminated in their entirety. By contrast, the proposed

Settlement assures a certain and immediate recovery.

4. The Risks of Maintaining this Class Action Through Trial

In opposing Defendants’ forthcoming motion to dismiss, Settlement Class

Members would face strong arguments from Defendants regarding (at minimum) falsity,

materiality, scienter and loss causation. In connection with Lead Plaintiff’s subsequent

motion for class certification, the Settlement Class would face the risk of arguments by


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Defendants regarding any potential factual dissimilarity of claims asserted by Lead

Plaintiff and putative class members. If successful, such defenses would mandate

myriad individual lawsuits, attempting to collect minimal amounts of damages. Even if a

class were certified over Defendants’ objections, such a litigation class would face

multiple risks in proving the class-wide nature of Defendants’ securities laws violations

at trial.

Though certification of securities class actions is not unusual, it is by no means

automatic. Thus, absent a settlement, the Settlement Class would remain at risk that

any litigation class certification motion would be denied. And because the amounts of

most Settlement Class Members’ individual damages are very small, individualized

litigation would not be economically feasible for damaged investors, and therefore most

if not all Settlement Class Members would recover nothing even if their claims were

strong on the merits.

5. Reasonableness of the Settlement Fund

The Stipulation provides for a Settlement Amount of $2.55 million to be paid into

the Settlement Fund. Lead Plaintiff’s consultation with its expert indicated that, based

on the allegations in the complaint, class-wide damages using different models ranged

from $5 million to $12 million, but likely closer to the lower end of that range. As

compared to that range of damages, the Settlement represents an excellent result,

returning approximately 50% of estimated damages (using the low end of the range) or

approximately 21% of damages (using the high end of the range). As such, the

Settlement falls well within the range of possible approval. See, e.g., Rite Aid, 146 F.

Supp. at 715 (citing studies indicating that the average securities fraud class action


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settlement since 1995 has resulted in a recovery of 5.5%-6.2% of estimated losses); In

re Mego Fin Corp. Sec. Litig., 213 F.3d 454, 459 (9th Cir. 2000) (stating that even using

the objector’s damages estimates, a settlement of 14% would be fair); Grinnell, 495

F.2d at 455 n.2 (“In fact there is no reason, at least in theory, why a satisfactory

settlement could not amount to a hundredth or even a thousandth part of a single

percent of the potential recovery.”); Cornerstone Research, Securities Class Action

Settlement 2016 Review and Analysis, at 7-8 (noting that in 2016, securities settlements

overall returned a median of 2.5% of damages, with 7.3% where damages are less than

$50 million).

IV. THE PROPOSED SETTLEMENT CLASS SHOULD BE CERTIFIED FOR SETTLEMENT PURPOSES

In preliminarily approving the proposed Settlement, the Court must also consider

whether to certify the Settlement Class for purposes of Settlement under Rules 23(a)

and (b)(3). See Amchem Products, Inc., v. Windsor, 521 U.S. 591, 620 (1997) (trial

court may disregard case management issues in certifying a settlement class, but the

proposed class must still satisfy the other requirements of Rule 23). The proposed

Settlement Class, which has been stipulated by the Parties, consists of: “all persons

who purchased or acquired the securities of Tangoe during the Settlement Class Period

of May 10, 2013 through June 16, 2017, inclusive, except that excluded from the

Settlement Class are all: (i) Defendants and all officers and directors of Tangoe during

the Settlement Class Period; (ii) blood relatives and household members of any Person

excluded under section (i) of this definition; (iii) any entities affliliated with, controlled by,

or more than 5% owned by, any person excluded under sections (i) and (ii) of this

definition; [and] (iv) the legal representatives, heirs, successors or assigns of any


21

person excluded under subsections (i) through (iii) of this definition.” Also excluded

from the Settlement Class are those persons who submit valid and timely requests for

exclusion from the Settlement Class in accordance with the Court’s Preliminary

Approval Order and the Notice provided to Settlement Class Members.

The Second Circuit has long acknowledged the propriety of certifying classes

solely for settlement purposes. See Weinberger v. Kendrick, 698 F.2d 61, 73 (2d Cir.

1982). Before granting preliminary approval of a class action settlement, however, the

Court should determine that the proposed Settlement Class is proper for settlement

purposes. See Amchem Prods. v. Windsor, 521 U.S. 591, 620 (1997); Manual for

Complex Litigation (Fourth) § 21.632. To certify a class, the Court must determine

whether four threshold requirements of Federal Rule of Civil Procedure 23(a) are met:

(1) numerosity; (2) commonality; (3) typicality; and (4) adequacy of representation.

Amchem, 521 U.S. at 613. Additionally, the action must be maintainable under Fed. R.

Civ. P. 23(b)(1), (2) or (3). Id. at 614. In certifying the Settlement Class, however, the

Court need not determine whether the Action, if tried, would present intractable

management problems, “for the proposal is that there be no trial.” Id. at 620; see also

Fed. R. Civ. P. 23(b)(3)(D). Here, the proposed Settlement Class meets all of the

requirements of Rule 23(a) and satisfies the requirements of Rule 23(b)(3).

A. Numerosity

Rule 23(a)(1) requires a class be so large that joinder of all members is

“impracticable.” Fed. R. Civ. P. 23(a)(1). Courts generally assume that the numerosity

requirement is met in cases involving nationally traded securities. In re EVCI Career

Colleges Holding Corp. Sec. Litig., 2007 WL 2230177, *12 (S.D.N.Y. July 27, 2007).


22

Indeed, “numerosity is presumed at a level of 40 members.” Consolidated Raid Corp. v.

Town of Hyde Park, 47 F.3d 473, 483 (2d Cir. 1995). In this case, although the exact

size of the Settlement Class is not yet known, the Parties agree that there are at least

hundreds or thousands of members in the proposed Settlement Class. During the

Settlement Class Period, Tangoe’s stock was actively traded in an efficient market, the

NASDAQ exchange, at substantial daily share volumes. Thus, Rule 23’s numerosity

requirement is clearly met.

B. Commonality

The commonality element of Rule 23(a)(2) requires that “questions of law or fact

[are] common to the class.” EVCI, 2007 WL 2230177, at *13. In a securities class action

like this one, the commonality requirement “is applied permissively.” Id. The test or

standard for meeting the Rule 23(a)(2) prerequisite is qualitative rather than

quantitative; that is, there need be only a single issue common to all members of the

class. Therefore, this requirement is easily met in most securities cases. Newberg on

Class Actions, § 3.10 (4th).

Where, as here, there are common questions of law and fact pertaining to

whether false statements of material fact were made by Defendants, whether

Defendants’ made those statements with the requisite state of mind, and the causes of

a decline in the market value of a company’s securities, commonality is easily met. See,

e.g., Amgen, Inc. v. Connecticut Ret. Plans and Trust Funds, 568 U.S. 455, 475 (2013)

(“[T]his Court has held that loss causation and the falsity or misleading nature of the

defendant’s alleged statements or omissions are common questions that need not be

adjudicated before a class is certified.”); Teachers’ Retirement Sys. of Louisiana v.


23

ACLN Ltd., 2004 WL 2997957, *4 (S.D.N.Y. Dec. 27, 2004) (commonality satisfied by

allegations that class members were injured by the same fraudulent scheme).

C. Typicality

Rule 23(a)(3) requires that a class representative’s claim be typical of those of

the members of the class. A representative’s claim is typical if each class member’s

claim arose from the same course of conduct and is based on the same legal theories.

“Typical,” however, does not mean identical. EVCI, 2007 WL 2230177, at *13; see also

In re NASDAQ Market-Makers Antitrust Litig., 169 F.R.D. 493, 511 (S.D.N.Y. 1996)

(“Typicality, however, does not require that the situations of the named representatives

and the class members be identical.”) (collecting cases).

The heart of this requirement is that a plaintiff and each member of the

represented class have an interest in prevailing on similar legal claims. Assuming such

an interest, particular factual differences, differences in the amount of damages

claimed, or even the availability of certain defenses against a class representative may

not render his or her claims atypical. Gary Plastic Packaging Corp. v. Merrill Lynch,

Pierce, Fenner & Smith, Inc., 903 F.2d 176, 180 (2d Cir. 1990).

Lead Plaintiff is the proposed class representative in this case. As was the case

with all other members of the proposed Settlement Class during the Settlement Class

Period, Lead Plaintiff purchased Tangoe securities during the period from May 10, 2013

through March 7, 2016, inclusive, based on Defendants’ allegedly false and misleading

statements. Rule 23’s typicality requirement is satisfied.


24

D. Adequacy

Rule 23(a)(4) requires that a representative party fairly and adequately protect

the interests of the class. This requirement has traditionally entailed a two-pronged

inquiry: first, whether the representative party’s interests conflict with the interests of

other class members, and second, whether the counsel chosen by the representative

party is qualified, experienced, and able to vigorously conduct the proposed litigation.

EVCI, 2007 WL 2230177, at *13. Pursuant to Federal Rule of Civil Procedure 23(g), the

adequacy of class counsel is now considered separately from the the adequacy of the

class representative. Both prongs of the adequacy requirement are satisfied here.

1. Adequacy of the Proposed Class Representative

The court-appointed Lead Plaintiff in this case does not have interests

antagonistic to those of other proposed Settlement Class Members. Like other

Settlement Class Members, Lead Plaintiff purchased Tangoe securities during the

Settlement Class Period. Lead Plaintiff is seeking, on its own behalf and on behalf of all

Settlement Class Members, to recover damages caused by Defendants’ allegedly

unlawful conduct. Lead Plaintiff’s interests are manifestly congruent with and not

antagonistic to the interests of other Settlement Class Members.

2. Adequacy of the Proposed Class Counsel

Rule 23(g) requires a court to assess the adequacy of proposed class counsel.

To that end, the court must consider the following: (1) the work counsel has done in

identifying or investigating the claims in the action; (2) counsel’s experience in handling

class actions, other complex litigation, and claims of the type asserted in the action; (3)

counsel’s knowledge of the applicable law; and (4) the resources counsel brings to


25

representing the class. Fogarazzao v. Lehman Bros., Inc., 232 F.R.D. 176, 182

(S.D.N.Y. 2005).

Here, Lead Counsel is thoroughly experienced in prosecuting class actions as

class counsel and/or lead counsel, having successfully prosecuted securities class

actions in courts throughout the country. Courts have consistently found Co-Lead

Counsel, The Rosen Law Firm, P.A. and Finkelstein & Krinsk LLP to be well suited as

class counsel in securities class actions. A copy of the each firm’s resume is attached

as Exhibits 2 and 3 of the Goldberg Declaration.

E. Common Questions Predominate and the Class Action Device is Superior to Other Methods of Adjudication

Upon meeting the threshold requirements of Rule 23(a), a plaintiff must establish

that the proposed class meets the requirements of Rule 23(b)(3). To certify a class

under Rule 23(b)(3), the Court should find that: “the questions of law or fact common to

the members of the class predominate over any question affecting only individual

members, and that a class action is superior to other available methods for the fair and

efficient adjudication of the controversy.” Fed. R. Civ. P. 23(b)(3). Lead Plaintiff

satisfies the predominance and superiority criteria of Rule 23(b)(3).

It is well established that in determining whether common questions

predominate, the Court’s inquiry should be directed primarily toward the issue of liability.

”Where, as here, common questions predominate regarding liability, then courts

generally find the predominance requirement to be satisfied.” Similow v. S.W. Bell

Mobile Sys. Inc., 323 F.3d 32, 40 (1st Cir. 2003). When common questions represent a

significant aspect of a case and can be resolved in a single action, class action status is

appropriate. See 7A Wright, Miller & Kane, Federal Practice and Procedure: Civil 2d, §


26

1788, at 528 (1986). “Rule 23(b)(3) requires merely that common issues predominate,

not that all issues be common to the class.” Smilow, 323 F.3d at 39. In the instant

action, the existence of common questions predominates over individual issues,

exemplified by the fact that if each class member were to bring an individual action,

each would be required to demonstrate the same material omissions or

misrepresentations in order to prove liability. See Amgen, 568 U.S. at 475 (2013)

(“[T]his Court has held that loss causation and the falsity or misleading nature of the

defendant’s alleged statements or omissions are common questions that need not be

adjudicated before a class is certified.”). Accordingly, this case illustrates the principle

that the predominance requirement is “readily met” in many securities fraud class

actions. Amchem, 521 U.S. at 625.

Factors relevant to a finding of superiority include:

(a) the interest of members of the class in individually controlling the prosecution or defense of separate actions;

(b) the extent and nature of any litigation concerning the controversy already commenced by or against the members of the class;

(c) the desirability or undesirability of concentrating the litigation of the claims in the particular forum; and

(d) the difficulties likely to be encountered in the management of a class action.

Fed. R. Civ. P. 23(b)(3).

Many, if not most, of the Settlement Class Members are individuals for whom the

prosecution of an individual damages action on their own behalf does not provide a

realistic or efficient alternative to class litigation. Even the individualized losses of larger

institutional investors such as Lead Plaintiff would be too small to justify the duration

and expense of a complex securities case such as this. Accordingly, most if not all


27

Settlement Class Members have little or no interest in “controlling the prosecution or

defense of separate actions.” Id.

This United States District Court for the District of Connecticut is a desirable

forum for resolving this dispute pursuant to 28 U.S.C. § 1391(d) because a substantial

part of the alleged conduct complained of occurred within this District. Moreover, this

Court has particular experience adjudicating securities class actions against the

Defendants in this case. Stein v. Tangoe, Inc., No. 3:13-cv-00286-VLB, Dkt. No. 92 (D.

Conn. Sep. 30, 2014) (dismissing securities fraud claims against Defendants at the

pleading stage). Additionally, as to Rule 23(b)(3)(D), Lead Plaintiff believes that no

difficulties will be encountered in the Court’s management of this Settlement.

For all of these reasons, a class action is the superior method of adjudicating this

case, and therefore the requirements of Rule 23(b)(3) are satisfied. See Smilow, 323

F.3d at 41 (“The core purpose of Rule 23(b)(3) is to vindicate the claims of … groups of

people whose individual claims would be too small to warrant litigation”). For purposes

of this Settlement, Defendants do not dispute that the Settlement Class can and should

be certified in accordance with Rule 23(b)(3). Therefore, the Court should preliminarily

certify the proposed Settlement Class.

V. THE PROPOSED NOTICE TO SETTLEMENT CLASS MEMBERS SATISFIES RULE 23(C)(2)(B)

“Rule 23(e)(1)(B) requires the court to ‘direct notice in a reasonable manner to all

class members who would be bound by a proposed settlement, voluntary dismissal, or

compromise,’ regardless of whether the class was certified under Rule 23(b)(1), (b)(2),

or (b)(3).” See Manual for Complex Litigation (Fourth) § 21.312. To satisfy due

process, notice to class members must be “reasonably calculated, under all the


28

circumstances, to apprise interested parties of the pendency of the action and afford

them an opportunity to present their objections.” Mullane v. Cent. Hanover Bank &

Trust Co., 339 U.S. 306, 314 (1950). “‘The notice must be of such nature as reasonably

to convey the required information . . . and it must afford a reasonable time for those

interested to make their appearance.’” Soberal-Perez v. Heckler, 717 F.2d 36, 43 (2d

Cir. 1983) (quoting Mullane, 339 U.S. at 314). In securities class actions, it is

customary to provide notice by (a) publishing a summary notice in a major publication,

(b) publishing this same summary notice in a press release, (c) mailing long-form notice

to all individual shareholders who can be found, and (d) publishing notice on a website.

See, e.g., In re Marsh Erisa Litig., 265 F.R.D. at 145.

The Proposed Order Preliminarily Approving Settlement and Providing for Notice

(“Preliminary Approval Order”), which is attached as Exhibit A to the Stipulation,

requires Lead Counsel, within eighteen (18) calendar days of the Court’s order

preliminarily approving the Settlement, to provide notice to Class Members through

mailing of the proposed Postcard Notice to all identifiable Settlement Class members,

substantially in the form annexed as Exhibit A-1 to the Preliminary Approval Order,

together with a copy of the Proof of Claim and Release, substantially in the form

annexed as Exhibit A-3 to the Preliminary Approval Order, to be promptly mailed by

first-class mail to each such Settlement Class members whose name and address are

reasonably available. Fourteen (14) calendar days after entry of the Preliminary

Approval Order, Lead Counsel shall cause a Summary Notice, substantially in the form

annexed as Exhibit A-4 to the Preliminary Approval Order, to be published over the

internet on GlobeNewswire and Investor’s Business Daily.


29

The Notice meets the requirements of the PSLRA, 15 U.S.C. § 78u-4(a)(7). The

proposed Notice, attached to the Preliminary Approval Order as Exhibit A-2, provides

detailed information concerning: (a) the rights of Settlement Class Members, including

the right to accept, object, or opt out of the Settlement; (b) the nature, history, and

progress of the litigation; (c) the proposed Settlement; (d) the process for filing a proof

of claim; (e) a description of the Plan of Allocation; (f) the fees and expenses to be

sought by Lead Counsel and an incentive award to Lead Plaintiff; and (g) the necessary

information for any Settlement Class Member to examine the Court records should they

desire to do so. The Notice also sets forth instructions to securities brokers and other

nominee holders for forwarding Notice to those persons for whom the nominees hold or

held shares in street name. Additionally, the proposed Notice explains the procedures

and deadlines for opting out of the Settlement or submitting objections or other

comments.

The proposed Notice is “reasonably calculated, under all the circumstances, to

apprise interested parties of the pendency of the action and afford them an opportunity

to present their objections.” Mullane v. Central Hanover Bank & Trust Co., 339 U.S.

306, 314 (1950). Thus, the proposed method of notice described above satisfies the

requirements of due process as well as the PSLRA. See, e.g., Eisen v. Carlisle &

Jacqueline, 417 U.S. 156, 173 (1974).

VI. PROPOSED SCHEDULE OF EVENTS

Lead Plaintiff proposes the following schedule of events leading up to the

Settlement Hearing as set forth in the Preliminary Approval Order filed herewith:


30

EVENT

DEADLINE FOR COMPLIANCE

Date for Settlement Hearing. 100-110 calendar days from entry of the Preliminary Approval Order. (Preliminary Approval Order ¶ 6.)

Defendants to provide a list of record owners of Tangoe securities

No later than fourteen (14) days after the entry of this Order (Preliminary Approval Order ¶13).

Mailing of Notice and Proof of Claim and Release to record owners of Tangoe

No later than 21 days after the entry of this Order (Preliminary Approval Order ¶¶13, 15).

Mailing of Postcard Notice. As soon as practical after receiving lists of beneficial owners from nominees and custodians. (Preliminary Approval Order ¶17).

Publication of Summary Notice. No later than fourteen (14) calendar days after the entry of Preliminary Approval Order. (Preliminary Approval Order ¶14).

Deadline for filing Proofs of Claim. No later fourteen (14) calendar days prior the Settlement Hearing. (Preliminary Approval Order ¶ 21(a)).

Filing deadline for requests for exclusion. Twenty eight (28) calendar days prior to the Settlement Hearing. (Preliminary Approval Order ¶23).

Date for Lead Plaintiff to file papers in support of the Settlement, the Plan of Allocation and for application for attorneys’ fees and reimbursement of expenses.

Thirty five (35) calendar days prior to the Settlement Hearing. (Preliminary Approval Order ¶32).

Filing deadline for objections. Twenty eight (21) calendar days prior to the Settlement Hearing. (Preliminary Approval Order ¶ 28).

Date for Lead Plaintiff to file reply papers in support of the Settlement, the Plan of Allocation and for application for attorneys’ fees and reimbursement of expenses.

Seven (7) calendar days prior to the Settlement Hearing. (Preliminary Approval Order ¶ 33).

This schedule is similar to those used in numerous other class action settlements

and provides due process for the putative Settlement Class Members with respect to

their rights concerning the settlement. The Court should schedule the Settlement

Hearing for approximately one hundred (100) to one hundred ten (110) calendar days


31

after entering the Preliminary Approval Order in order for there to be sufficient time for

mailing the Notice and Proof of Claim and Release, publishing Summary Notice, making

requests for exclusion, filing Lead Plaintiff’s motion in support of final approval of the

Settlement and the Plan of Allocation and for application for attorneys’ fees and

reimbursement of expenses, filing any objections to the Settlement, filing any reply in

support of final approval, and review by the Settling Parties of any requests for

exclusion by Settlement Class Members.

VII. CONCLUSION

Counsel for the Lead Plaintiff and the Defendants have reached this Settlement

following extensive discussions and arm’s-length negotiations. At this juncture, the

Court need not answer the ultimate question: whether the Settlement is ultimately fair,

reasonable, and adequate. At this time, the Court is merely being asked to permit

Notice of the terms of the Settlement to be sent to the Settlement Class, and to

schedule a hearing to consider any views expressed by Settlement Class Members, the

fairness of the Settlement, and Lead Counsel’s request for an award of attorneys’ fees

and reimbursement of expenses. Moore, supra, §23.83[1], at 23-336.2 to 23-339. Lead

Plaintiff and Lead Counsel respectfully submit that the Settlement should be

preliminarily approved and the proposed order entered.


32

For all of the above-stated reasons, Lead Plaintiff requests that the Court: (1)

preliminarily certify the Settlement Class for purposes of the Settlement; (2) preliminarily

approve the Settlement as set forth in the Stipulation; (3) approve the form and manner

of Notice to the Settlement Class; and (4) set a Settlement Hearing date for final

approval of the proposed Settlement.

Dated: October 3, 2017 Respectfully submitted,

SHAPIRO LAW OFFICES, LLC

/s/ Jonathan M. Shapiro Jonathan M. Shapiro (ct24075) 32 Washington Street Middletown, Connecticut 06457 Telephone: (860) 347-3325 Facsimile: (860) 347-3874 [email protected] THE ROSEN LAW FIRM, P.A. Jacob A. Goldberg 101 Greenwood Avenue, Suite 440 Jenkintown, PA 19046 Telephone: (215) 600-2817 Facsimile: (212) 202-3827 Email: [email protected] FINKELSTEIN & KRINSK LLP /s/ Jeffrey Krinsk Jeffrey Krinsk (pro hac vice) David J. Harris, Jr. 550 West “C” Street, Suite 1760 San Diego, CA 92101 Telephone: (619) 238-1333 Facsimile: (619) 238-5425 Email: [email protected] Attorneys for Lead Plaintiff


mailto:[email protected]

33

CERTIFICATE OF SERVICE

I hereby certify that on the 3rd day of October, 2017, a true and correct copy of

the foregoing Memorandum of Law in Support of Unopposed Motion for Preliminary

Approval of Class Action Settlement was served by CM/ECF to the parties registered to

the Court’s CM/ECF system.

/s/ Jonathan M. Shapiro




) ) ) ) ) ) ) ) ) ) ) )


DECLARATION OF JACOB A. GOLDBERG IN SUPPORT OF LEAD PLAINTIFF’S UNOPPOSED MOTION FOR

PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

Case 3:17-cv-00146-VLB Document 59-1 Filed 10/03/17 Page 1 of 3

2

I, Jacob A. Goldberg, hereby declare as follows:

1. I am a Partner of The Rosen Law Firm, P.A., Court-appointed Co-Lead

Counsel for Lead Plaintiff and the putative Class in this action. I respectfully submit this

declaration in support of Lead Plaintiff’s Unopposed Motion for Preliminary Approval of

Class Action Settlement.

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

Exhibit 1: Stipulation and Agreement of Settlement, dated October 2, 2017 (the “Stipulation”)

Exhibit A to the Stipulation: [Proposed] Order Preliminarily

Approving Settlement

Exhibit A-1: Postcard Notice Exhibit A-2: Notice of Proposed Settlement of Class Action, Motion for Attorneys’ Fees and Expenses, and Settlement Fairness Hearing (“Notice”)

Exhibit A-3: Proof of Claim and Release (“Proof of Claim”) Exhibit A-4: Summary Notice of Pendency of Class Action,

Certification of Settlement Class, and Proposed Settlement; Settlement Fairness Hearing; and Motion for an Award of Attorneys’ Fees and Reimbursement of Litigation Expenses (“Summary Notice”)

Exhibit B to the Stipulation: [Proposed] Final Judgment and Order

of Dismissal with Prejudice (“Judgment”)

Exhibit 2: Firm Resume of Finkelstein & Krinsk LLP Exhibit 3: Firm Resume of the Rosen Law Firm, P.A.


3

I declare under penalty of perjury under the laws of the United States that the

foregoing is true and correct. Executed this 3rd day October, 2017 in Jenkintown,

Pennsylvania.

/s/ Jacob A. Goldberg Jacob A. Goldberg




) ) ) ) ) ) ) ) ) ) ) )


STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (together with all Exhibits thereto, the

“Stipulation”), dated as of October 2, 2017, which is entered into by and among (i) the Lead

Plaintiff James Alpha Multi Strategy Alternative Income Portfolio (“Lead Plaintiff”), on behalf of

itself and on behalf of the Settlement Class (as defined herein), and (ii) the Defendants Tangoe,

Inc., Albert R. Subbloie, Jr., and Gary R. Martino (collectively, the “Defendants” and with Lead

Plaintiff the “Parties”), by and through their undersigned attorneys, states all of the terms of the

settlement and resolution of this matter by the Settling Parties (as defined herein) and is intended

by the Settling Parties to fully and finally release, resolve, remise, and discharge the Released

Claims (as defined herein) against the Released Parties (as defined herein), subject to the approval

of the United States District Court for the District of Connecticut (the “Court”).

Throughout this Stipulation, all terms used with initial capitalization, but not immediately

defined, shall have the meanings ascribed to them in Section 1 below.


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WHEREAS:

A. The Action

This litigation was commenced in the United States District Court for the District of New

Jersey on May 24, 2016, alleging violations of the Securities Exchange Act of 1934 as against

Tangoe, Inc. (“Tangoe” or the “Company”), Albert R. Subbloie, Jr., and Gary R. Martino.

On January 11, 2017, the New Jersey District Court appointed James Alpha Multi Strategy

Alternative Income Portfolio as Lead Plaintiff and the Rosen Law firm, P.A. and Finkelstein &

Krinsk LLP as Co-Lead Counsel, pursuant to the Private Securities Litigation Reform Act, as

amended.

On January 26, 2017, by agreement of the Parties, the United States District Court for the

District of New Jersey transferred the Action (as defined herein) to the United States District Court

for the District of Connecticut.

B. The Settlement

On July 27, 2017, the Parties participated in a mediation proceeding facilitated by Jed

Melnick, Esq. of JAMS, leading to this Stipulation. This Stipulation memorializes the agreement

between the parties to fully and finally settle the Action and to fully release all Released Claims

against the Released Parties with prejudice in return for specified consideration.

C. The Defendants’ Denial Of Wrongdoing And Liability

Defendants deny and have not admitted any allegation of wrongdoing, fault, liability, or

damage whatsoever. Defendants have agreed to enter into this Stipulation to avoid the

uncertainties, burden, and expense of further litigation and to put the Released Claims to rest,

finally and forever. Nothing in this Stipulation shall be construed as an admission by Defendants

of any wrongdoing, fault, liability, or damages whatsoever.


-3-

D. Claims of Plaintiffs And Benefits of Settlement

Lead Plaintiff believes that the claims asserted in the Action have merit. Lead Plaintiff,

however, recognizes and acknowledges the expense and length of continued proceedings

necessary to prosecute the Action against Defendants through trial and appeals. Lead Plaintiff has

also taken into account the uncertain outcome and the risk of any litigation. In particular, Lead

Plaintiff has considered the inherent problems of proof and possible defenses to the federal

securities law violations asserted in the Action, including the defenses that have been or could be

asserted by Defendants during the litigation, motion for summary judgment, motion for class

certification, and trial. Lead Plaintiff has therefore determined that the Settlement set forth in this

Stipulation is fair, adequate, reasonable, and in the best interests of the Settlement Class.

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

the Lead Plaintiff (on behalf of itself and each of the Settlement Class Members) and Defendants

(by and through their respective undersigned counsel) that, subject to the approval of the Court, in

consideration of the benefits flowing to the Settling Parties from the Settlement set forth herein,

the Action and the Released Claims as against the Released Parties shall be finally and fully

compromised, settled, and released, the Action shall be dismissed with prejudice, and the Released

Claims shall be finally and fully released as against the Released Parties, upon and subject to the

terms and conditions of this Stipulation, as follows:

1. Definitions

In addition to the terms defined above, the following capitalized terms, used in this

Stipulation, shall have the meanings specified below:

1.1. “Action” means the putative class action captioned In re Tangoe, Inc.

Securities Litigation, Civil Action No. 3:17-cv-00146-VLB (D. Conn.).


-4-

1.2. “Administrative Costs” means all costs and expenses associated with

providing notice of the Settlement to the Settlement Class and otherwise administering or carrying

out the terms of the Settlement. Such costs may include, without limitation: escrow agent costs,

the costs of publishing the Summary Notice, the costs of printing and mailing the Notice and Proof

of Claim, as directed by the Court, and the costs of allocating and distributing the Net Settlement

Fund to the Authorized Claimants. Such costs do not include legal fees.

1.3. “Authorized Claimant” means any Settlement Class Member who is a

Claimant and whose claim for recovery has been allowed pursuant to the terms of this Stipulation,

the exhibits hereto, and any order of the Court.

1.4. “Business Day” means any day except Saturday or Sunday or any other

day on which national banks are authorized by law or executive order to close in the State of New

York.

1.5. “Claimant” means any Settlement Class Member who files a Proof of

Claim in such form and manner, and within such time, as the Court shall permit.

1.6. “Claims” means any and all manner of claims, debts, demands,

controversies, obligations, losses, costs, interest, penalties, fees, expenses, rights, duties,

judgments, sums of money, suits, contracts, agreements, promises, damages, causes of action and

liabilities, of every nature and description in law or equity (including, but not limited to, any claims

for damages, whether compensatory, special, incidental, consequential, punitive, exemplary or

otherwise, injunctive relief, declaratory relief, recession or recessionary damages, interest,

attorneys’ fees, expert or consulting fees, costs, or expenses), accrued or unaccrued, known or

unknown, arising under federal, state, common, administrative, or foreign law, or any other law,

rule, or regulation.


-5-

1.7. “Claims Administrator” means Strategic Claims Services which shall

administer the Settlement.

1.8. “Common Stock” means the shares of common stock of Tangoe, Inc.

1.9. “Defendants” means Tangoe, Albert R. Subbloie, Jr., and Gary R.

Martino.

1.10. “Escrow Account” means an interest-bearing escrow account

established by the Escrow Co-Agents at the Huntington National Bank. The Escrow Account shall

be managed by the Escrow Co-Agents, subject to the Court’s supervisory authority, for the benefit

of Lead Plaintiff and the Settlement Class in accordance with the terms of the Stipulation and any

order of the Court, provided, that no amount shall be withdrawn from the Escrow Account prior

to the Effective Date absent written approval of Tangoe or its counsel, or an order of the Court

after notice to Tangoe.

1.11. The “Escrow Co-Agents” are The Rosen Law Firm, P.A. and

Finkelstein & Krinsk LLP. The Escrow Co-Agents shall perform the duties as set forth in this

Stipulation and any order of the Court.

1.12. “Effective Date” shall have the meaning set forth in ¶ 10.3 of this

Stipulation.

1.13. “Final” when referring to the Final Judgment means exhaustion of all

possible appeals, meaning (i) if no appeal or request for review is filed, the day after the date of

expiration of any time for appeal or review of the Final Judgment, and (ii) if an appeal or request

for review is filed, the day after the date the appeal or request for review is dismissed, or the Final

Judgment is upheld on appeal or review in all material respects, and is not subject to further review

on appeal or by certiorari or otherwise; provided, however, that no order of the Court or


-6-

modification or reversal on appeal or any other order relating solely to the amount, payment, or

allocation of attorneys’ fees and expenses or to the Plan of Allocation shall constitute grounds for

cancellation or termination of this Settlement or affect its terms, including the release in ¶ 6.1, or

shall affect or delay the date on which the Final Judgment becomes Final.

1.14. “Final Judgment” means the order and judgment to be entered by the

Court finally approving the Settlement and dismissing the Action, materially in the form attached

hereto as Exhibit B.

1.15. “Insurer” means the primary insurer under director and officer liability

policies issued to Tangoe for the period July 27, 2015 to July 27, 2016, including specifically

American International Group, Inc. (Policy No. 01-582-98-88).

1.16. “Lead Plaintiff” means James Alpha Multi Strategy Alternative

Income Portfolio.

1.17. “Lead Counsel” means The Rosen Law Firm, P.A., and Finkelstein &

Krinsk LLP.

1.18. “Notice” means the “Notice of Pendency and Proposed Settlement of

Class Action,” which is to be sent to Settlement Class Members substantially in the form attached

hereto as Exhibit A-2.

1.19. “Opt-Out” means any one of, and “Opt-Outs” means all of, any Person

or Persons who otherwise would be Settlement Class Members and have timely and validly

requested exclusion from the Settlement Class in accordance with the provisions of the Preliminary

Approval Order and the Notice given pursuant thereto, or who are otherwise permitted by the Court

to exclude themselves from the Settlement Class.


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1.20. “Person” means an individual, corporation, fund, limited liability

corporation, professional corporation, limited liability partnership, partnership, limited

partnership, association, joint stock company, estate, legal representative, trust, unincorporated

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

entity and their spouses, heirs, predecessors, successors, representatives, or assigns.

1.21. “Plan of Allocation” means a plan or formula for allocating the

Settlement Fund to Authorized Claimants after payment of Administrative Costs, Taxes and Tax

Expenses, and such attorneys’ fees, costs, and expenses as may be awarded by the Court. The Plan

of Allocation is not a condition to the effectiveness of this Stipulation, and the Released Parties

shall have no responsibility or liability with respect thereto.

1.22. “Postcard Notice” means the Postcard Notice of Pendency, alerting

potential Class Members to the availability of the Notice and containing instructions on how Class

Members can obtain copies of the Notice and Proof of Claim either by electronic means or by mail,

substantially in the form attached hereto as Exhibit A-1.

1.23. “Preliminary Approval Order” means the proposed order preliminarily

approving the Settlement and directing notice thereof to the Settlement Class substantially in the

form attached hereto as Exhibit A.

1.24. “Proof of Claim” means the Proof of Claim and Release Form to be

submitted by Claimants, substantially in the form attached hereto as Exhibit A-3.

1.25. “Related Parties” means, with respect to each Released Party, the

immediate family members, employees, officers, directors, attorneys, legal representatives,

accountants, insurers, reinsurers, and agents of each of them, and any person or entity which is or

was related to or affiliated with any Released Party or in which any Released Party has a


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controlling interest, and their present and former parents, subsidiaries, divisions, affiliates,

employees, officers, directors, attorneys, legal representatives, insurers, reinsurers, and agents, and

the predecessors, heirs, administrators, successors and assigns of the foregoing.

1.26. “Released Claims” means and includes any and all Claims and

Unknown Claims (as defined in ¶ 1.40) that have been or could have been asserted by or on behalf

of any of the Releasing Parties, in any capacity, which arise out of, are based upon, or relate in any

way to the purchase or acquisition of Tangoe securities during the Settlement Class Period,

including but not limited to any claims alleged in the Action and any claims related to the

allegations, transactions, facts, events, matters, occurrences, acts, disclosures, representations,

omissions, or any other matter whatsoever involved, set forth, referred to, or otherwise related,

directly or indirectly, to the allegations in the Action or the disclosures or statements made by

Tangoe or its officers or directors during the Settlement Class Period (including the adequacy and

completeness or such disclosures or statements). Notwithstanding the foregoing, “Released

Claims” does not include (1) any claim related to the Tender Offer (as defined in ¶ 1.39), including,

without limitation, any claim in the cases captioned McArthur v. Tangoe, Inc., Civ. Action No.

3:17-cv-00832-VAB or Levine v. Tangoe, Inc., Civ. Action No. 3:17-cv-00873-AWT, both

currently pending in the United States District Court for the District of Connecticut, and (2) claims

to enforce the terms of this Stipulation or orders or judgments issued by the Court in connection

with this Settlement.

1.27. “Released Parties” means Tangoe, Albert R. Subbloie, Jr., Gary R.

Martino, and each and all of their Related Parties, including all of Tangoe’s current and former

officers, directors, and employees.


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1.28. “Releasing Parties” means Lead Plaintiff, each and every Settlement

Class Member, and each of their respective parent entities, associates, affiliates, subsidiaries,

predecessors, successors, assigns, attorneys, immediate family members, heirs, representatives,

administrators, executors, devisees, legatees, and estates.

1.29. “Settlement” means the settlement contemplated by this Stipulation.

1.30. “Settlement Amount” means the sum of $2,550,000.00 (Two Million

Five Hundred and Fifty Thousand U.S. Dollars). No additional payment shall be made by the

Settling Parties in connection with the Settlement, including for Administrative Costs, Lead

Counsel’s attorneys’ fees and expenses, as allowed by the Court, Settlement Class Member

benefits, as well as any other costs, expenses, or fees of any kind whatsoever associated with the

Settlement.

1.31. “Settlement Class” means all Persons who purchased or acquired the

securities of Tangoe during the Settlement Class Period, except that excluded from the Settlement

Class are all: (i) Defendants and all officers and directors of Tangoe during the Settlement Class

Period; (ii) blood relatives and household members of any Person excluded under section (i) of

this definition; (iii) any entities affiliated with, controlled by, or more than 5% owned by, any

person excluded under sections (i) and (ii) of this definition; (iv) the legal representatives, heirs,

successors, or assigns of any person excluded under subsections (i) through (iii) of this definition;

and (v) Opt-Outs.

1.32. “Settlement Class Member” means any one of, and “Settlement Class

Members” means all of, the members of the Settlement Class.

1.33. “Settlement Class Period” means the period from May 10, 2013

through June 16, 2017, inclusive.


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1.34. “Settlement Fund” means all funds transferred to the Escrow Account

pursuant to this Stipulation and any interest or other income earned thereon.

1.35. “Settlement Hearing” means the hearing at or after which the Court

will make a final decision pursuant to Rule 23 of the Federal Rules of Civil Procedure as to whether

the Settlement contained in the Stipulation is fair, reasonable, and adequate, and therefore, should

receive final approval from the Court.

1.36. “Settling Party” means any one of, and “Settling Parties” means all of,

the parties to the Stipulation, namely Defendants Tangoe, Albert R. Subbloie, Jr., Gary R. Martino,

and Lead Plaintiff (on behalf of itself and the Settlement Class).

1.37. “Summary Notice” means the Summary Notice of Pendency and

Proposed Class Action Settlement that the Claims Administrator will cause to be published

electronically on the GlobeNewswire, for national distribution, substantially in the form attached

hereto as Exhibit A-4.

1.38. “Tangoe” means Tangoe, Inc. and its Related Parties.

1.39. “Tender Offer” means the all cash tender offer that TAMS Inc., a

wholly owned subsidiary of Asentinel LLC, commenced on or around May 12, 2017 to acquire

any and all of Tangoe’s outstanding shares of common stock at a purchase price of $6.50 per share,

in cash that expired on or around June 15, 2017.

1.40. “Unknown Claims” means all Claims of every nature and description

which Lead Plaintiff or any Settlement Class Member does not know or suspect to exist in his, her,

or its favor at the time of the release of the Released Parties which, if known by him, her, or it,

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

have affected his, her, or its decision not to opt-out or object to this Settlement.


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2. The Settlement Consideration

2.1. In consideration of the full and final release, settlement and discharge

of all Released Claims against the Released Parties, Tangoe shall, within ten (10) Business Days

after receiving written notice that the Court has entered the Preliminary Approval Order, cause the

Settlement Amount, by wire transfer or check, to be paid to the Escrow Account, provided that the

Escrow Co-Agents have provided Tangoe’s counsel with complete wire and transfer information

and instructions and a completed Form W-9 at least three business days prior to the date of such

payment.

2.2. Under no circumstances will Defendants or any of their insurers be

required to pay, or cause payment of, more than the Settlement Amount pursuant to this Stipulation

and the Settlement for any reason whatsoever, including, without limitation, as compensation to

any Settlement Class Member, as payment of attorneys’ fees and expenses awarded by the Court,

or in payment of any fees or expenses incurred by any Settlement Class Member or Lead Counsel.

3. Handling And Disbursement Of Funds By The Escrow Co-Agents

3.1. No monies will be disbursed from the Settlement Fund until after the

Effective Date except:

(a) As provided in ¶ 3.4 below;

(b) As provided in ¶ 8.2 below;

(c) As provided in ¶ 10.9 below, if applicable; and

(d) To pay Taxes and Tax Expenses (as defined in ¶ 4.1 below) on the income

earned by the Settlement Fund. Taxes and Tax Expenses shall be paid out of the Settlement Fund

and shall be considered to be a cost of administration of the Settlement and shall be timely paid by

the Escrow Co-Agents without prior Order of the Court.


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3.2. The Escrow Co-Agents shall invest the Settlement Fund in short term

instruments backed by the full faith and credit of the United States Government or fully insured

by the United States Government or an agency thereof, and shall reinvest the proceeds of these

instruments as they mature in similar instruments at their then-current market rates. The Escrow

Co-Agents shall bear all responsibility and liability for managing the Escrow Account and cannot

assign or delegate their responsibilities without approval of the Settling Parties and the Insurer.

Defendants, their counsel, their insurers, and the other Released Parties shall have no responsibility

for, interest in, or any liability whatsoever with respect to any investment or management decisions

executed by the Escrow Co-Agents. The Settlement Fund shall bear all risks related to the

investments of the Settlement Amount in accordance with the guidelines set forth in this ¶ 3.2.

3.3. The Escrow Co-Agents shall not disburse the Settlement Fund except

as provided in this Stipulation, by an order of the Court, or with the written agreement of counsel

for Defendants.

3.4. At any time after the Court grants preliminary approval of the

Settlement, the Escrow Co-Agents may, without further approval from Defendants or the Court,

disburse at the direction of Lead Counsel up to $150,000.00 (One Hundred Fifty Thousand U.S.

Dollars) from the Settlement Fund prior to the Effective Date to pay Administrative Costs. After

the Effective Date, without further approval from the Court, the Escrow Co-Agents may disburse

additional amounts up to a total of $300,000 (Three Hundred Thousand U.S. Dollars) from the

Gross Settlement Fund to pay for any necessary, additional Administrative Costs. For any

additional Administrative Costs above $300,000, the Escrow Co-Agents shall obtain Court

approval.


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4. Taxes

4.1. The Settling Parties agree to treat the Settlement Fund as being at all

times a “qualified settlement fund” within the meaning of Treasury Regulation § 1.468B-1. In

addition, Lead Counsel or their designee shall timely make such elections as necessary or advisable

to carry out the provisions of this ¶ 4.1, including the “relation-back election” (as defined in

Treasury Regulation § 1.468B-1) back to the earliest permitted date. Such elections shall be made

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

responsibility of Lead Counsel or their designee to timely and properly prepare and deliver the

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

appropriate filing to occur.

(a) For purposes of § 1.468B of the Internal Revenue Code of 1986, as

amended, and Treasury Regulation § 1.468B-2(k)(3) promulgated thereunder, the “administrator”

shall be Lead Counsel or their designee. Lead Counsel or their designee shall timely and properly

file all informational and other tax returns necessary or advisable with respect to the Settlement

Fund (including without limitation the returns described in Treasury Regulation § 1.468B-2(k)).

Such returns (as well as the election described in this ¶ 4.1) shall be consistent with this ¶ 4.1 and

in all events shall reflect that all Taxes (including any estimated Taxes, interest, or penalties) on

the income earned by the Settlement Fund shall be paid out of the Settlement Fund.

(b) All Taxes (including any estimated Taxes, interest, or penalties) arising with

respect to the income earned by the Settlement Fund, including any Taxes or tax detriments that

may be imposed upon Defendants or their counsel or their insurers with respect to any income

earned by the Settlement Fund for any period during which the Settlement Fund does not qualify

as a “qualified settlement fund” for federal or state income tax purposes (“Taxes”), and all


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expenses and costs incurred in connection with the operation and implementation of this ¶ 4.1

(including, without limitation, expenses of tax attorneys and/or accountants and mailing and

distribution costs and expenses or penalties relating to filing (or failing to file) the returns described

in this ¶ 4.1) (“Tax Expenses”), shall be paid out of the Settlement Fund, as appropriate.

Defendants, their counsel, their insurers and the other Released Parties shall have no liability or

responsibility for the Taxes or the Tax Expenses. Taxes and Tax Expenses shall be treated as, and

considered to be, a cost of administration of the Settlement and shall be timely paid out of the

Settlement Fund without prior order from the Court. The Escrow Co-Agents shall be obligated

(notwithstanding anything herein to the contrary) to withhold from distribution to Authorized

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

reserves for any Taxes and Tax Expenses (as well as any amounts that may be withheld under

Treasury Regulation § 1.468B-2(1)(2)). Defendants, their counsel, their insurers and the other

Released Parties shall have no responsibility for, interest in, or any liability whatsoever with

respect to the foregoing provided in this ¶ 4.1. The Settling Parties agree to cooperate with each

other, and their tax attorneys and accountants, to the extent reasonably necessary to carry out the

provisions of this ¶ 4.1.

5. Preliminary Approval Order, Notice Order, And Settlement Hearing

5.1. As soon as practicable after execution of this Stipulation, Lead Counsel

shall submit this Stipulation and its exhibits to the Court and shall apply for preliminary approval

of the Settlement set forth in this Stipulation, entry of a preliminary approval order, and approval

for the mailing and dissemination of notice, substantially in the form of Exhibits A, A-1, A-2, A-

3, and A-4. The Postcard Notice (A-1) shall inform potential Class Members of the availability of

the Notice either by first class mail, postage pre-paid, or by electronic delivery. The Notice (A-2)


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shall include the general terms of the Settlement and the provisions of the Plan of Allocation, and

shall set forth the procedure by which recipients of the Notice may object to the Settlement or the

Plan of Allocation or request to be excluded from the Settlement Class. The date and time of the

Settlement Hearing shall be added to the Notice before it is mailed or otherwise provided to

Settlement Class Members. Defendants shall not object to, or have any responsibility for, Lead

Counsel’s proposed Plan of Allocation.

5.2. At the time of the submission described in ¶ 5.1 hereof, the Settling

Parties, through their counsel, shall jointly request that, after the Notice is provided, the Court hold

the Settlement Hearing and (i) approve the Settlement as set forth herein and (ii) enter a final order

and judgment substantially in the form of Exhibit B hereto, as promptly after the Settlement

Hearing as possible.

6. Releases And Covenants Not To Sue

6.1. Upon the Effective Date, the Releasing Parties, regardless of whether

any such Releasing Party ever seeks or obtains by any means, including without limitation by

submitting a Proof of Claim, any disbursement from the Settlement Fund, shall be deemed to have,

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

and discharged all Released Claims against the Released Parties and shall have covenanted not to

sue the Released Parties with respect to all such Released Claims, and shall be permanently barred

and enjoined from asserting, commencing, prosecuting, instituting, assisting, instigating, or in any

way participating in the commencement or prosecution of any action or other proceeding, in any

forum, asserting any Released Claim, in any capacity, against any of the Released Parties. Nothing

contained herein shall, however, bar the Releasing Parties from bringing any action or claim to

enforce the terms of this Stipulation or the Final Judgment.


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6.2. With respect to any and all Released Claims, the Settling Parties

stipulate and agree that, upon the Effective Date, Lead Plaintiff shall expressly waive, and each of

the Settlement Class Members shall be deemed to have waived, and by operation of the Final

Judgment shall have waived, the provisions, rights, and benefits of California Civil Code § 1542,

which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Lead Plaintiff shall expressly waive and each of the Settlement Class Members shall be deemed to

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

provisions, rights, and benefits conferred by any law of any state, territory, foreign country, or

principle of common law, which is similar, comparable, or equivalent to California Civil Code §

1542. Lead Plaintiff and/or one or more Settlement Class Members may hereafter discover facts

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

respect to the Released Claims, but Lead Plaintiff shall expressly fully, finally, and forever settle

and release, and each Settlement Class Member, upon the Effective Date, shall be deemed to have,

and by operation of the Final Judgment shall have, fully, finally, and forever settled and released,

any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-

contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon

any theory of law or equity now existing or coming into existence in the future, including, but not

limited to, conduct which is negligent, intentional, with or without malice, or a breach of fiduciary

duty, law or rule, without regard to the subsequent discovery or existence of such different or

additional facts. Lead Plaintiff acknowledges, and the Settlement Class Members shall be deemed


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by operation of the Final Judgment to have acknowledged, that the foregoing waiver was

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

6.3. Upon the Effective Date, the Released Parties shall be deemed to have,

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

and discharged all claims they may have against the Releasing Parties related to the Releasing

Parties’ prosecution of the Action or any other known or unknown counter-claim related thereto

and shall have covenanted not to sue the Releasing Parties with respect to any counter-claim, claim,

or sanction related to the Released Claims, and shall be permanently barred and enjoined from

asserting, commencing, prosecuting, instituting, assisting, instigating, or in any way participating

in the commencement or prosecution of any action or other proceeding, in any forum, asserting

any such claim, in any capacity, against any of the Releasing Parties. Nothing contained herein

shall, however, bar the Released Parties from bringing any action or claim to enforce the terms of

this Stipulation or the Final Judgment.

7. Administration And Calculation Of Claims, Final Awards And Supervision And Distribution Of The Settlement Fund

7.1. Under the supervision of Lead Counsel, acting on behalf of the

Settlement Class, and subject to such supervision and direction of the Court as may be necessary

or as circumstances may require, the Claims Administrator shall administer and calculate the

claims submitted by Settlement Class Members and shall oversee distribution of the Net Settlement

Fund (as defined below) to Authorized Claimants.

7.2. The Settlement Fund shall be applied as follows:

(a) To pay the Taxes and Tax Expenses described in ¶ 4.1 above;

(b) To pay Administrative Costs;


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(c) To pay Lead Counsel’s attorneys’ fees and expenses and payments

to the Lead Plaintiff for reimbursement of their time and expenses (the “Fee and Expense Award”),

to the extent allowed by the Court; and

(d) To distribute the balance of the Settlement Fund, that is, the

Settlement Fund less the items set forth in ¶ 7.2(a), (b), and (c) hereof (the “Net Settlement Fund”),

plus all accrued interest, to the Authorized Claimants as allowed by this Stipulation, the Plan of

Allocation, or the Court.

7.3. Upon and after the Effective Date, the Net Settlement Fund shall be

distributed to Authorized Claimants in accordance with the terms of the Plan of Allocation set

forth in the Notice and any orders of the Court.

7.4. This is not a claims-made settlement, and if all conditions of the

Stipulation are satisfied and the Final Judgment becomes Final, no portion of the Settlement Fund

will be returned to Defendants or the Insurer. Defendants, their counsel, their insurers and the

other Released Parties shall have no responsibility for, involvement in, interest in, or liability

whatsoever with respect to the investment or distribution of the Net Settlement Fund, the Plan of

Allocation, the determination, administration, or calculation of claims, the payment or withholding

of Taxes or Tax Expenses, or any losses incurred in connection therewith. No Person shall have

any claims against Lead Counsel, the Claims Administrator, or any other agent designated by Lead

Counsel based on distribution determinations or claim rejections made substantially in accordance

with this Stipulation and the Settlement contained herein, the Plan of Allocation, or orders of the

Court. Lead Counsel shall have the right, but not the obligation, to waive what they deem to be

formal or technical defects in any Proofs of Claim filed, where doing so is in the interest of

achieving substantial justice.


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7.5. It is understood and agreed by the Settling Parties that any proposed

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

Authorized Claimant’s claim set forth therein, is not a condition of this Stipulation and is to be

considered by the Court in connection with the Court’s consideration of the fairness,

reasonableness, and adequacy of the Settlement set forth in this Stipulation. Any order or

proceedings relating to the Plan of Allocation, or any appeal from any order relating thereto or

reversal or modification thereof, shall not operate to modify, terminate, or cancel this Stipulation,

or affect or delay the finality of the Final Judgment and the releases contained therein, or any other

orders entered pursuant to this Stipulation.

7.6. To assist in dissemination of notice, Tangoe will cooperate in obtaining

from the Company’s transfer records information concerning the identity of Settlement Class

Members, including any names and addresses of Settlement Class Members and nominees or

custodians that exists in such transfer records (“Settlement Class Information”). Tangoe shall

provide, or cause to be provided, to Lead Counsel or the Claims Administrator, at no cost to

Plaintiffs, within fourteen (14) calendar days after the Court signs an order preliminarily approving

the Settlement, transfer records in electronic searchable form, such as Excel, containing the

Settlement Class Information. The Parties acknowledge that any information provided to Lead

Counsel by Tangoe pursuant to this Paragraph shall be treated as confidential and will be used by

Lead Counsel solely to deliver the Postcard Notice and the Notice and/or implement the

Settlement, including the Plan of Allocation.

8. Lead Counsel’s Attorneys’ Fees And Reimbursement Of Expenses

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

Expense Application”) for distributions from the Settlement Fund to Lead Counsel for: (i) an


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award of attorneys’ fees from the Settlement Fund; (ii) reimbursement of actual costs and

expenses, including the fees and expenses of any experts or consultants, incurred in connection

with prosecuting the Action; and (iii) payments to Lead Plaintiff for reimbursement of their time

and expenses in connection with the Action. Defendants shall take no position with respect to the

Fee and Expense Application(s).

8.2. Any attorneys’ fees and expenses awarded Lead Counsel by the Court

shall be paid to Lead Counsel from the Escrow Account fifteen (15) Business Days after award,

notwithstanding the existence of any timely filed objections thereto, or potential for appeal

therefrom, or collateral attack on the Settlement or any part thereof, subject to Lead Counsel’s

several obligation to make appropriate refunds or repayments to the settlement fund, plus interest

earned thereon, within ten (10) Business Days, if, and when, as a result of any appeal and/or further

proceedings on remand, or successful collateral attack, the fee or expense award is lowered or the

Settlement has not and cannot become final (e.g., if the settlement is not approved and one of the

parties gives notice in writing that it does not intend to negotiate alternative terms).

8.3. The procedure for, and allowance or disallowance by the Court of, the

Fee and Expense Application are not a condition of the Settlement set forth in this Stipulation and

are to be considered by the Court separately from the Court’s consideration of the fairness,

reasonableness, and adequacy of the Settlement set forth in this Stipulation. Any order of or

proceeding relating to the Fee and Expense Application, or any objection to, motion regarding, or

appeal from any order or proceeding relating thereto or reversal or modification thereof, shall not

operate to modify, terminate, or cancel this Stipulation, or affect or delay the finality of the Final

Judgment or the releases contained therein or any other orders entered pursuant to this Stipulation.


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8.4. Any award of attorneys’ fees and/or expenses to Lead Counsel or

reimbursement payments to Lead Plaintiff shall be paid solely from the Settlement Fund and shall

reduce the settlement consideration paid to the Settlement Class accordingly. No Defendant shall

have any responsibility for payment of Lead Counsel’s attorneys’ fees and expenses or other

awards to Lead Plaintiff beyond the obligation of Tangoe to fund or to cause the Insurer to fund

the Settlement Amount as set forth in ¶ 2.1 above. The Released Parties shall have no

responsibility for, and no liability whatsoever with respect to, any payments to Lead Counsel, Lead

Plaintiff, the Settlement Class and/or any other Person who receives payment from the Settlement

Fund.

9. Class Certification

9.1. In the Final Judgment, the Parties agree that the Court should certify

the Settlement Class for purposes of this Settlement only. In the event that the Final Judgment

does not become Final or the Settlement fails to become effective for any reason, all Settling

Parties reserve all their rights on all issues, including class certification. For purposes of this

settlement only, in connection with the Final Judgment, Defendants shall consent to (i) the

appointment of Lead Plaintiff as the class representative, (ii) the appointment of Lead Counsel as

class counsel, and (iii) the certification of the Settlement Class pursuant to Rules 23(a) and (b)(3)

of the Federal Rules of Civil Procedure.

10. Conditions Of Settlement, Effect of Disapproval, Cancellation Or Termination

10.1. Lead Plaintiff, on behalf of the Settlement Class, and Defendants shall

each have the right to terminate the Settlement and Stipulation by providing written notice of his

or its election to do so (“Termination Notice”) to all other Settling Parties within seven (7) business

days of:


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(i) entry of a Court order declining to enter the Preliminary Approval Order in

any material respect;

(ii) entry of a Court order refusing to approve this Stipulation in any material

respect;

(iii) entry of a Court order declining to enter the Final Judgment in any material

respect;

(iv) entry of a Court order refusing to dismiss the Action with prejudice;

(v) entry of an order by which the Final Judgment is modified or reversed in

any material respect by any appeal or review;

(vi) failure on the part of any Settling Party to abide, in material respect, with

the terms of this Stipulation. In the absence of any of the events enumerated in the preceding

sentence, ¶ 10.2, ¶ 10.5 or ¶ 10.6, no Party shall have the right to terminate the Stipulation for any

reason.

10.2. If the Settlement Amount is not paid into the Escrow Account in

accordance with ¶ 2.1 of this Stipulation, then Lead Plaintiff, on behalf of the Settlement Class,

and not Defendants, shall have the right to (a) terminate the Settlement and Stipulation by

providing written notice to Defendants at any time prior to the Court’s entry of the Final Judgment;

or (b) enforce the terms of the Settlement and this Stipulation and seek a judgment effecting the

terms herein.

10.3. The Effective Date of this Stipulation (“Effective Date”) shall not

occur unless and until each of the following events occurs, and it shall be the date upon which the

last in time of the following events occurs:


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(a) Defendants have not exercised their option to terminate the

Settlement pursuant to ¶ 10.5;

(b) The Court has entered the Preliminary Approval Order attached

hereto as Exhibit A or an order containing materially the same terms;

(c) The sum of $2,550,000.00 (Two Million Five Hundred and Fifty

Thousand U.S. Dollars) has been paid into the Escrow Account, as set forth in ¶ 2.1;

(d) The Court has approved the Settlement, following notice to the

Settlement Class and the Settlement Hearing, and has entered the Final Judgment;

(e) The Final Judgment has become Final as defined in ¶ 1.13; and

(f) The Action has been dismissed with prejudice.

10.4. Upon the occurrence of the Effective Date, any and all interest or right

of Defendants or the Insurer in or to the Settlement Fund, shall be absolutely and forever

extinguished, except as set forth in this Stipulation.

10.5. If one or more Opt-Outs who in the aggregate purchased Common

Stock during the Settlement Class Period in an amount greater than the amount specified in a

separate Supplemental Agreement between the parties (the “Supplemental Agreement”), then

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

and Settlement in strict accordance with the requirements and procedures set forth in the

Supplemental Agreement (hereinafter the “Supplemental Termination Option”). The

Supplemental Agreement shall be disclosed to the Court but, unless otherwise ordered by the

Court, shall not be filed with the Court unless and until a dispute among the Settling Parties

concerning its interpretation or application arises.


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10.6. If some or all of the conditions specified in ¶ 10.3 above are not met,

or in the event that this Stipulation is not approved by the Court, or the Settlement set forth in this

Stipulation is terminated or fails to become effective in accordance with its terms, then this

Stipulation shall be canceled and terminated, unless all of the Settling Parties agree in writing to

proceed with this Stipulation, except that Defendants shall not have the right to terminate the

Stipulation if the Settlement Amount is not paid pursuant to ¶ 2.1. None of the Settling Parties, or

any of them, shall have any obligation whatsoever to proceed under any terms other than those

provided for and agreed herein. If any Settling Party engages in a material breach of the terms

hereof, any other Settling Party, provided that it is in substantial compliance with the terms of this

Stipulation, may terminate this Stipulation on notice to all the Settling Parties.

10.7. In the event the Stipulation shall terminate, or be canceled, or shall not

become effective for any reason, the Settling Parties shall be restored to their respective positions

in the Action immediately prior to July 27, 2017, and they shall proceed in all respects as if the

Stipulation had not been executed and the related orders had not been entered, and in that event all

of their respective claims and defenses as to any issue in the Action shall be preserved without

prejudice.

10.8. In the event that the Stipulation is not approved by the Court or the

Settlement set forth in this Stipulation is terminated or fails to become effective in accordance with

its terms, the terms and provisions of this Stipulation, except as otherwise provided herein, shall

have no further force and effect with respect to the Settling Parties and shall not be used in the

Action or in any other proceeding for any purpose, and any judgment or order entered by the Court

in accordance with the terms of this Stipulation shall be treated as vacated, nunc pro tunc.


-25-

10.9. In the event the Stipulation shall be terminated, or be canceled, or is

incapable of becoming effective for any reason, within seven (7) Business Days (except as

otherwise provided in the Supplemental Agreement) after the occurrence of such event, the

Settlement Fund (less taxes already paid and any Administrative Costs which have either been

disbursed or are determined to be chargeable) shall be refunded by the Escrow Co-Agents to the

Persons making a contribution to the Settlement Fund, in proportion to their contributions, plus

accrued interest attributable to that amount by check or wire transfer pursuant to written

instructions from the Insurer. At the request of the Insurer, the Escrow Co-Agents or their designee

shall apply for any tax refund owed on the Settlement Fund and pay the proceeds, after deduction

of any fees or expenses incurred in connection with such application(s) for refund, to the Insurer

pursuant to written direction from the Insurer.

10.10. No order of the Court or modification or reversal on appeal of any order

of the Court concerning the Plan of Allocation or the Fee and Expense Application shall constitute

grounds for cancellation or termination of the Stipulation.

11. No Admission Of Liability Or Wrongdoing

11.1. The Settling Parties covenant and agree that neither this Stipulation,

nor any terms of the Settlement, nor any communication relating thereto, nor the Supplemental

Agreement, is evidence, or an admission or concession by any Settling Party or their counsel, any

Settlement Class Member, or any of the Released Parties, of any fault, liability, or wrongdoing

whatsoever, as to any facts or claims alleged or asserted in the Action, or any other actions or

proceedings, or as to the validity or merit of any of the claims or defenses alleged or asserted in

any such action or proceeding. This Stipulation is not a finding or evidence of the validity or

invalidity of any claims or defenses in the Action, any wrongdoing by any Settling Party,


-26-

Settlement Class Member, or any of the Released Parties, or any damages or injury to any Settling

Party, Settlement Class Member, or any Released Parties. Neither this Stipulation, nor the

Supplemental Agreement, nor any of the terms and provisions of this Stipulation or the

Supplemental Agreement, nor any of the negotiations or proceedings in connection therewith, nor

any of the documents or statements referred to herein or therein, nor the Settlement, nor the fact

of the Settlement, nor the Settlement proceedings, nor any statement in connection therewith, (a)

shall (i) be argued to be, used or construed as, offered or received in evidence as, or otherwise

constitute an admission, concession, presumption, proof, evidence, or a finding of any liability,

fault, wrongdoing, injury or damages, or of any wrongful conduct, acts or omissions on the part of

any Released Party, or of any infirmity of any defense, or of any damages to the Lead Plaintiff or

any other Settlement Class Member, or (ii) otherwise be used to create or give rise to any inference

or presumption against any of the Released Parties concerning any fact or any purported liability,

fault, or wrongdoing of the Released Parties or any injury or damages to any person or entity, or

(b) shall otherwise be admissible, referred to or used in any proceeding of any nature, for any

purpose whatsoever; provided, however, that the Stipulation or the Supplemental Agreement or

the Final Judgment may be introduced in any proceeding, whether in the Court or otherwise, as

may be necessary to enforce the Settlement or Supplemental Agreement or Final Judgment, or as

otherwise required by law.

12. Miscellaneous Provisions

12.1. Except in the event of the filing of a Termination Notice pursuant to ¶¶

10.1, 10.2, 10.5 or 10.6 of this Stipulation or termination notice in accordance with the Parties’

Supplemental Agreement, the Settling Parties shall take all actions necessary to consummate this


-27-

agreement; and agree to cooperate with each other to the extent reasonably necessary to effectuate

and implement all terms and conditions of the Stipulation.

12.2. The Settling Parties and their counsel represent that they will not

encourage or otherwise influence (or seek to influence) in any way whatsoever any Settlement

Class Members to request exclusion from, or object to, the Settlement.

12.3. Each of the attorneys executing this Stipulation, any of its exhibits, or

any related settlement documents on behalf of any Settling Party hereto hereby warrants and

represents that he or she has been duly empowered and authorized to do so by the Settling Party

he or she represents.

12.4. Lead Plaintiff and Lead Counsel represent and warrant that the Lead

Plaintiff is a Settlement Class Member and none of Lead Plaintiff’s claims or causes of action

against one or more Defendants in the Action, or referred to in this Stipulation, or that could have

been alleged against one or more Defendants in the Action have been assigned, encumbered, or in

any manner transferred in whole or in part.

12.5. This Stipulation, together with the Supplemental Agreement,

constitutes the entire agreement between the Settling Parties related to the Settlement and

supersedes any prior agreements. No representations, warranties, promises, inducements, or other

statements have been made to or relied upon by any Settling Party concerning this Stipulation,

other than the representations, warranties, and covenants expressly set forth herein and in the

Supplemental Agreement. Lead Plaintiff, on behalf of itself and the Settlement Class,

acknowledge and agree that any and all other representations and warranties of any kind or nature,

express or implied, are specifically disclaimed and were not relied upon in connection with this

Stipulation. In entering this Stipulation, the Settling Parties relied solely upon their own


-28-

knowledge and investigation. Except as otherwise provided herein, each Settling Party shall bear

its own costs.

12.6. This Stipulation may not be modified or amended, nor may any of its

provisions be waived, except by a writing signed by all Settling Parties or their counsel or their

respective successors in interest.

12.7. This Stipulation shall be binding upon, and shall inure to the benefit of,

the Settling Parties and their respective agents, successors, executors, heirs, and assigns.

12.8. The Released Parties who do not appear on the signature lines below

are acknowledged and agreed to be third party beneficiaries of this Stipulation and Settlement.

12.9. The headings herein are used for the purpose of convenience only and

are not meant to have legal effect.

12.10. This Stipulation may be executed in any number of counterparts by any

of the signatories hereto and the transmission of an original signature page electronically

(including by facsimile or portable document format) shall constitute valid execution of the

Stipulation as if all signatories hereto had executed the same document. Copies of this Stipulation

executed in counterpart shall constitute one agreement.

12.11. This Stipulation, the Settlement, the Supplemental Agreement, and any

and all disputes arising out of or relating in any way to this Stipulation, whether in contract, tort,

or otherwise, shall be governed by and construed in accordance with the laws of the State of

Connecticut without regard to conflict of laws principles.

12.12. The Court shall retain jurisdiction with respect to the implementation

and enforcement of the terms of this Stipulation, and all parties hereto submit to the jurisdiction of

the Court for purposes of implementing and enforcing the Settlement embodied in this Stipulation.


-29-

12.13. The Stipulation shall not be construed more strictly against one Party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel

for one of the Settling Parties, it being recognized that it is the result of arm’s-length negotiations

between the Settling Parties, and all Settling Parties have contributed substantially and materially

to the preparation of this Stipulation.

12.14. Lead Plaintiff, Lead Counsel, and the attorneys, staff, experts, and

consultants assisting them in this Action agree that (a) they will not intentionally assist or cooperate

with any person or entity in the pursuit of legal action related to the Released Claims against the

Released Parties, (b) they will not intentionally assist or cooperate with any person or entity

seeking to publicly disparage or economically harm the Released Parties with respect to any matter

relating to the subject matter this Action, and (c) they will not discuss any confidential matters

related to this Action or the Settlement with anyone.

12.15. All agreements by, between, or among the Settling Parties, their

counsel, and their other advisors as to the confidentiality of information exchanged between or

among them shall remain in full force and effect, and shall survive the execution and any

termination of this Stipulation and the final consummation of the Settlement, if finally

consummated, without regard to any of the conditions of the Settlement.

12.16. The Settling Parties shall not assert or pursue any action, claim or rights

that any party violated any provision of Rule 11 of the Federal Rules of Civil Procedure and/or the

Private Securities Litigation Reform Act of 1995 in connection with the Action, the Settlement,

the Stipulation, or the Supplemental Agreement. The Settling Parties agree that the Action was

resolved in good faith following arm’s-length bargaining, in full compliance with applicable


-30-

requirements of good faith litigation under the Securities Exchange Act of 1934, Rule 11 of the

Federal Rules of Civil Procedure and/or the Private Securities Litigation Reform Act of 1995.

12.17. Any failure by any of the Settling Parties to insist upon the strict

performance by any other Settling Party of any of the provisions of the Stipulation shall not be

deemed a waiver of any of the provisions hereof, and such Settling Party, notwithstanding such

failure, shall have the right thereafter to insist upon the strict performance of any and all of the

provisions of this Stipulation to be performed by the other Settling Parties to this Stipulation.

12.18. The waiver, express or implied, by any Settling Party of any breach or

default by any other Settling Party in the performance of such Settling Party of its obligations

under the Stipulation shall not be deemed or construed to be a waiver of any other breach, whether

prior, subsequent, or contemporaneous, under this Stipulation.

12.19. The Settling Parties reserve the right, subject to the Court’s approval,

to make any reasonable extensions of time that might be necessary to carry out any of the

provisions of this Stipulation.


IN WITNESS WHEREOF, the Settling Part,ies have executed this Stipulation by their

undersigned counsel effective as of the date set fbrth:below ,..

Dated: October 2,2017 . \ 0THE~ / S IRM, P.A.

sq.

f \

101 reenwood A ven , Suite 440 Jetlki\tt.o,wn, Pennsylvania 19046 Tel.: ~J5) 600-2817

FIN~.~IIN~~IfP By:~~ Jeffrey Krinsk, Esq. David Harris, Esq. 550 West "c" Street, Suite t 760 San Diego, California 92101 TeE (619) 238-1333

Co-Lead Counsellor Lead Plaintiff and the Class

-31





EXHIBIT A

UNITED STATES DISTRICT COURT

DISTRICT OF CONNECTICUT

IN RE TANGOE, INC., SECURITIES

LITIGATION

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[PROPOSED] ORDER GRANTING LEAD PLAINTIFF’S MOTION FOR

PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT


EXHIBIT A

1

WHEREAS, Lead Plaintiff James Alpha Multi Strategy Alternative Income Portfolio

(“Lead Plaintiff”), on behalf of itself and the Settlement Class, and Tangoe, Inc. (“Tangoe” or

“Company”) and Albert R. Subbloie, Jr. and Gary R. Martino, (collectively, the “Defendants”),

have entered into the Stipulation and Agreement of Settlement, dated October 2, 2017 (the

“Settlement Stipulation”), which is subject to review under Rule 23 of the Federal Rules of Civil

Procedure and which, together with the exhibits annexed thereto, sets forth the terms and

conditions for the proposed settlement and dismissal of the class action pending before the Court

entitled In re Tangoe, Inc. Securities Litigation, Case No. 3:17-cv-00146-VLB, (D. Conn.) (the

“Action”); and the Court having read and considered the Settlement Stipulation and the exhibits

thereto and submissions made relating thereto, and finding that substantial and sufficient grounds

exist for entering this Order; and the Settling Parties having consented to the entry of this Order;

NOW, THEREFORE, IT IS HEREBY ORDERED, this ____ day of __________, 2017,

that:

1. Capitalized terms used herein have the meanings defined in the Settlement

Stipulation.

2. Pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure and for

the purposes of the Settlement only, the Action is hereby preliminarily certified as a class action

on behalf of all Persons (including, without limitation, their beneficiaries) who purchased Tangoe,

Inc. securities during the period from May 10, 2013 through June 17, 2017, inclusive, and excluded

from the Settlement Class are all (i) Defendants Tangoe, Albert R. Subbloie, Jr. and Gary R.

Martino, and all current and former officers and directors of Tangoe and its subsidiaries; (ii) blood

relatives and household members of any such person excluded under (i); (iii) any entities affiliated

with, controlled by, or more than 5% owned by, any person excluded under (i) and (ii); (iv) the


EXHIBIT A

2

legal representatives, heirs, successors or assigns of any person excluded under (i) through (iii), in

their capacity as such; and (v) Opt-Outs (i.e., Persons who file valid and timely requests for

exclusion from the Settlement Class in accordance with this Order).

3. This Court finds, preliminarily and for purposes of this Settlement only, that the

prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure

have been satisfied in that: (a) the number of Settlement Class Members is so numerous that joinder

of all members of the Settlement Class is impracticable; (b) there are questions of law and fact

common to the Settlement Class; (c) the claims of Lead Plaintiff are typical of the claims of the

Settlement Class they seek to represent; (d) Lead Plaintiff fairly and adequately represent the

interests of the Settlement Class; (e) questions of law and fact common to the Settlement Class

predominate over any questions affecting only individual members of the Settlement Class; and

(f) a class action is superior to other available methods for the fair and efficient adjudication of the

Action.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, preliminarily and for

the purposes of this Settlement only, Lead Plaintiff is certified as the class representative on behalf

of the Settlement Class (“Class Representative”) and Lead Counsel, previously selected by Lead

Plaintiff and appointed by the United States District Court for the District of New Jersey, prior to

transfer, are hereby appointed as Lead Counsel for the Settlement Class (“Lead Counsel”).

5. The Court finds that (a) the Settlement Stipulation resulted from good faith, arm’s

length negotiations, and (b) the Settlement Stipulation is sufficiently fair, reasonable, and adequate

to the Settlement Class Members to warrant providing notice of the Settlement to Settlement Class

Members and holding a Settlement Hearing.


EXHIBIT A

3

6. The Court hereby preliminarily approves the Settlement, subject to further

consideration at a hearing (the “Settlement Hearing”) pursuant to Federal Rule of Civil Procedure

23(e), which is hereby scheduled to be held before the Court on _____________ 2018 at __:___

_.m. (between one hundred (100 and one hundred ten (110) calendar days after the entry of this

Order) for the following purposes:

(a) to determine finally whether the applicable prerequisites for class action

treatment under Federal Rules of Civil Procedure 23(a) and (b) are satisfied;

(b) to determine finally whether the Settlement is fair, reasonable, and

adequate, and should be approved by the Court;

(c) to determine finally whether the Order and Final Judgment as provided

under the Settlement Stipulation should be entered, dismissing the Action on the merits and with

prejudice, and to determine whether the release by the Releasing Parties of the Released Claims

against the Released Parties, as set forth in the Settlement Stipulation, should be ordered, along

with a permanent injunction barring efforts to prosecute or attempt to prosecute any Released

Claims extinguished by the release against any of the Released Parties, as also set forth in the

Settlement Stipulation;

(d) to determine finally whether the proposed Plan of Allocation for the

distribution of the Net Settlement Fund is fair and reasonable and should be approved by the Court;

(e) to consider the application of Lead Counsel for an award of attorneys’ fees

and expenses and an award to the Class Representatives;

(f) to consider Settlement Class Members’ objections to the Settlement, if any,

whether submitted previously in writing or presented orally at the Settlement Hearing by

Settlement Class Members (or by counsel on their behalf); and


EXHIBIT A

4

(g) to rule upon such other matters as the Court may deem appropriate.

7. The Court reserves the right to adjourn the Settlement Hearing to a later date and

to approve the Settlement with or without modification and with or without further notice of any

kind. The Court further reserves the right to enter its Order and Final Judgment approving the

Settlement and dismissing the Action, on the merits and with prejudice, regardless of whether it

has approved the Plan of Allocation or awarded attorneys’ fees and expenses.

8. The Court reserves the right to approve the Settlement with such modifications as

may be agreed upon or consented to by the Settling Parties and without further notice to the

Settlement Class where to do so would not impair Settlement Class Members’ rights in a manner

inconsistent with Rule 23 or due process of law.

9. The Court approves the form, substance and requirements of (a) the Postcard

Notice, (b) the Notice, (c) the Proof of Claim and Release Form, and (d) the Summary Notice, all

of which are exhibits to the Settlement Stipulation.

10. Lead Counsel have the authority to enter into the Settlement on behalf of the

Settlement Class and have the authority to act on behalf of the Settlement Class with respect to all

acts or consents required by or that may be given pursuant to the Settlement Stipulation or such

other acts that are reasonably necessary to consummate the Settlement.

11. Strategic Claims Services is appointed and approved as the Claims Administrator

to supervise and administer the notice procedure as well as the processing of claims.

12. Escrow Co-Agents may, at any time after entry of this Order and without further

approval from Defendants or the Court, disburse at the direction of Lead Counsel up to

$150,000.00 (One Hundred Fifty Thousand U.S. Dollars) from the Settlement Fund prior to the

Effective Date to pay Administrative Costs. After the Effective Date, additional amounts, up to a


EXHIBIT A

5

total of $300,000.00 (Three Hundred Thousand U.S. Dollars), may be transferred from the Gross

Settlement Fund to pay for any necessary additional Administrative Costs without further order of

the Court.

13. No later than fourteen (14) calendar days after the date of this Order, Defendants

shall provide and/or cause its transfer agent to provide to Lead Counsel a list of the record owners

of Tangoe securities during the Settlement Class Period in a usable electronic format, such as an

Excel spreadsheet. This information will be kept confidential and not used for any purpose other

than to provide the notice contemplated by this Order.

14. No later than fourteen (14) days after the entry of this Order, Lead Counsel, through

the Claims Administrator, shall, (a) post the Settlement Stipulation and its exhibits, this Order, and

a copy of the Notice on the Claims Administrator’s website; (b) mail requests to nominees or

custodians who held Tangoe securities during the Settlement Class Period as record owners but

not as beneficial owners, requesting the names of all beneficial owners of Tangoe stock; (c) post

the Notice and Proof of Claim Form on the Claims Administrator’s website; and (d) publish the

Summary Notice on GlobalNewswire.

15. No later than seven (7) days after receiving the list of the record owners of Tangoe

securities during the Settlement Class Period, Lead Counsel, through the Claims Administrator,

shall mail, by first class mail, postage prepaid, the Notice and Proof of Claim to the list of record

holders of Tangoe common stock.

16. Nominees or custodians shall, within ten (10) calendar days of receipt of the Notice

and Proof of Claim and Release Form, either (i) request additional copies of the Notice and Proof

of Claim and Release Form sufficient to send the Notice and Proof of Claim and Release Form to

all beneficial owners for whom they are nominee or custodian, and within ten (10) calendar days


EXHIBIT A

6

after receipt thereof send copies to such beneficial owners; or (ii) provide the Claims Administrator

with lists of the names, last known addresses and email addresses (to the extent known) of such

beneficial owners. Nominees or custodians who elect to send the Notice and Proof of Claim and

Release Form to their beneficial owners shall send a written certification to the Claims

Administrator confirming that the mailing has been made as directed. Additional copies of the

Notice and Proof of Claim shall be made available to any nominee or custodian requesting same

for the purpose of distribution to beneficial owners. The Claims Administrator shall, if requested,

reimburse nominees or custodians out of the Settlement Fund solely for their reasonable out-of-

pocket expenses, up to $0.75 per unit, incurred in providing notice to beneficial owners, which

expenses would not have been incurred except for the sending of such notice, and subject to further

order of this Court with respect to any dispute concerning such reimbursement.

17. As soon as practical after receiving lists of beneficial owners from nominees and

custodians, the Claims Administrator shall mail the Postcard Notice to all Settlement Class

Members whom the Claims Administrator identifies by reasonable efforts. The Postcard Notice

shall contain instructions on how Settlement Class Members can obtain copies of the Notice and

the Proof of Claim, substantially in the forms annexed to the Settlement Stipulation, either

electronically or in hard copy by contacting the Claims Administrator.

18. Promptly upon receiving requests from Settlement Class Members, the Claims

Administrator shall mail, by first class mail, postage pre-paid, the Notice and Proof of Claim to

such beneficial owners who request it, or otherwise instruct Settlement Class Members how to

receive the Notice electronically and how to submit Proof of Claim and Release Forms.

19. No later than fourteen (14) calendar days before the Settlement Hearing, Lead

Counsel shall serve upon counsel for Defendants and file with the Court (a) proof of the mailing


EXHIBIT A

7

of the Postcard Notice and details of how many persons received the Notice and Proof of Claim

and Release Form by mail and how many accessed it electronically as required by this Order, and

(b) proof of publication of the Summary Notice.

20. The forms and methods set forth herein of notifying the Settlement Class Members

of the Settlement and its terms and conditions meet the requirements of due process, Rule 23 of

the Federal Rules of Civil Procedure, and Section 21D(a)(7) of the Exchange Act, 15 U.S.C. 78u-

4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995; constitute the best

notice practicable under the circumstances; and constitute due and sufficient notice to all persons

and entities entitled thereto. No Settlement Class Member will be relieved from the terms and

conditions of the Settlement, including the releases provided for therein, based upon the contention

or proof that such Settlement Class Member failed to receive actual or adequate notice.

21. In order to be entitled to participate in recovery from the Net Settlement Fund after

the Effective Date, each Settlement Class Member shall take the following action and be subject

to the following conditions:

(a) A properly completed and executed Proof of Claim and Release Form must

be submitted to the Claims Administrator electronically or at the Post Office Box indicated in the

Postcard Notice and the Notice, postmarked no later than ______________, 20__ (no later than

fourteen (14) days prior to the Settlement Hearing). Such deadline may be further extended by

Order of the Court. Each Proof of Claim and Release Form shall be deemed to have been submitted

when legibly postmarked (if properly addressed and mailed by first class mail) provided such Proof

of Claim and Release Form is actually received before the filing of a motion for an Order of the

Court approving distribution of the Net Settlement Fund. Any Proof of Claim and Release Form


EXHIBIT A

8

submitted in any other manner shall be deemed to have been submitted when it was actually

received by the Claims Administrator at the address designated in the Notice.

(b) The Proof of Claim and Release Form submitted by each Settlement Class

Member must satisfy the following conditions: (i) it must be properly completed, signed and

submitted in a timely manner in accordance with the provisions of the preceding subparagraph;

(ii) it must be accompanied by adequate supporting documentation for the transactions reported

therein, in the form of broker confirmation slips, broker account statements, an authorized

statement from the broker containing the transactional information found in a broker confirmation

slip, or such other documentation as is deemed adequate by the Claims Administrator or Lead

Counsel; (iii) if the person executing the Proof of Claim and Release Form is acting in a

representative capacity, a certification of his current authority to act on behalf of the Settlement

Class Member must be provided with the Proof of Claim and Release Form; and (iv) the Proof of

Claim and Release Form must be complete and contain no material deletions or modifications of

any of the printed matter contained therein and must be signed under penalty of perjury.

(c) Once the Claims Administrator has considered a timely submitted Proof of

Claim and Release Form, it shall determine whether such claim is valid, deficient, or rejected. For

each claim determined to be either deficient or rejected, the Claims Administrator shall send a

deficiency letter or rejection letter as appropriate, describing the basis on which the claim was so

determined. Persons who timely submit a Proof of Claim and Release Form that is deficient or

otherwise rejected shall be afforded a reasonable time (at least fifteen (15) calendar days) to cure

such deficiency if it shall appear that such deficiency may be cured. If any Claimant whose claim

has been rejected in whole or in part wishes to contest such rejection, the Claimant must, within

fifteen (15) calendar days after the date of mailing of the notice of rejection, serve upon the Claims


EXHIBIT A

9

Administrator a notice and statement of reasons indicating the Claimant’s ground for contesting

the rejection along with any supporting documentation, and requesting a review thereof by the

Court. If an issue concerning a claim cannot be otherwise resolved, Lead Counsel shall thereafter

present the request for review to the Court.

(d) As part of the Proof of Claim and Release Form, each Settlement Class

Member shall submit to the jurisdiction of the Court with respect to the claim submitted, and shall,

upon the Effective Date, release all claims as provided in the Settlement Stipulation. No discovery

shall be allowed on the merits of the Action or the Settlement in connection with processing of the

Proof of Claim and Release Forms, nor shall any discovery from or of Defendants be allowed on

any topic.

22. All Settlement Class Members who do not submit valid and timely Proof of Claim

and Release Forms will be forever barred from receiving any payments from the Net Settlement

Fund, but will in all other respects be subject to and bound by the provisions of the Settlement

Stipulation and the Order and Final Judgment, if entered.

23. Settlement Class Members shall be bound by all determinations and judgments in

this Action, whether favorable or unfavorable, unless such Persons request exclusion from the

Settlement Class in a timely and proper manner, as hereinafter provided. A Settlement Class

Member wishing to request exclusion from the Settlement Class shall mail it, in written form, by

first class mail, postage prepaid, or otherwise deliver it, so that it is received no later than

____________, 20__ (twenty-eight (28) calendar days prior to the Settlement Hearing) (the

“Exclusion Deadline”), to the addresses listed in the Notice. In order to be valid, unless otherwise

ordered by the Court, such request for exclusion must (a) clearly indicate the name and address

and phone number and e-mail contact information (if any) of the Person seeking exclusion, and


EXHIBIT A

10

state that the sender specifically “requests to be excluded from the Settlement Class in In re Tangoe

Inc. Securities Litigation, Case No. 3:17-cv-00146 (D. Conn.)”, and (b) (i) state the date, number

of shares and dollar amount of each Tangoe securities purchase or acquisition during the

Settlement Class Period, and any sale transactions, and (ii) the number of shares of Tangoe

securities held by the Person as of June 16, 2017.

24. To be valid, such request for exclusion must be submitted with documentary proof

(a) of each purchase or acquisition and, if applicable, sale transaction of Tangoe securities during

the Settlement Class Period and (b) demonstrating the Person’s status as a beneficial owner of the

Tangoe securities. Any such request for exclusion must be signed and submitted by the beneficial

owner under penalty of perjury. The request for exclusion shall not be effective unless it provides

the required information, is legible, and is made within the time stated above, or the exclusion is

otherwise accepted by the Court. Lead Counsel may contact any Person filing a request for

exclusion, or their attorney if one is designated, to discuss the exclusion.

25. The Claims Administrator shall provide all requests for exclusion and supporting

documentation submitted therewith (including untimely requests) to counsel for the Settling

Parties as soon as possible and no later than three (3) days after the Exclusion Deadline or upon

the receipt thereof (if later than the Exclusion Deadline). The Settlement Class excludes any Person

who delivers a valid and timely request for exclusion.

26. Any Person that submits a request for exclusion may thereafter submit to the Claims

Administrator a written revocation of that request for exclusion, provided that it is received no

later than seven (7) Business Days before the Settlement Hearing or is accepted by the Court at

the Settlement Hearing, in which event that Person will be included in the Settlement Class.


EXHIBIT A

11

27. All Persons who submit a valid, timely and unrevoked request for exclusion will

be forever barred from receiving any payments from the Net Settlement Fund.

28. The Court will consider comments and/or objections to the Settlement, the Plan of

Allocation, or the Fee and Expense Application, provided, however, that no Settlement Class

Member or other Person shall be heard or entitled to contest the approval of the terms and

conditions of the proposed Settlement or, if approved, the Order and Final Judgment, or any other

order relating thereto, unless, at least twenty one (21) days prior to the Settlement Hearing, that

Person has (a) filed said objections, papers and briefs, showing due proof of service upon counsel

identified above, with the Clerk of the Court, U.S. District Court, District of Connecticut, Abraham

Ribicoff Federal Building, 450 Main Street, Hartford, CT 06103 and (b) served copies of any

objections, papers and briefs to each of the following counsel:

LEAD COUNSEL:

Jacob A. Goldberg, Esq.

THE ROSEN LAW FIRM, P.A.

101 Greenwood Avenue, Suite 440

Jenkintown, PA 19046

Jeffry Krinsk, Esq.

David J. Harris, Jr., Esq.

FINKELSTEIN & KRINSK LLP

550 West C Street, Suite 1760

San Diego, CA 92101

COUNSEL FOR DEFENDANTS:

William H. Paine, Esq.

Dan Willey, Esq.

WILMER CUTLER PICKERING HALE AND DORR LLP

60 State Street

Boston, Massachusetts 02109

29. To be valid, any such objection must contain the Settlement Class Member’s (a)

name, address, and telephone number, (b) a list of all purchases and sales of Tangoe securities


EXHIBIT A

12

during the Settlement Class Period in order to show membership in the Settlement Class, (c) all

grounds for the objection, including any legal support known to the Settlement Class Member

and/or his, her, or its counsel, (d) the name, address, and telephone number of all counsel who

represent the Settlement Class Member, including former or current counsel who may be entitled

to compensation in connection with the objection, and (e) the number of times the Settlement Class

Member and/or his, her, or its counsel has filed an objection to a class action settlement in the last

five years, the nature of each such objection in each case, the jurisdiction in each case, and the

name of the issuer of the security or seller of the product or service at issue in each case. Attendance

at the Settlement Hearing is not necessary but Persons wishing to be heard orally in opposition to

the approval of the Settlement Stipulation, the Plan of Allocation, and/or the Fee and Expense

Application are required to indicate in their written objection (or in a separate writing that is

submitted in accordance with the deadline and after instruction pertinent to the submission of a

written objection) that they intend to appear at the Settlement Hearing and identify any witnesses

they may call to testify or exhibits they intend to introduce into evidence at the Settlement Hearing.

Settlement Class Members do not need to appear at the Settlement Hearing or take any other action

to indicate their approval.

30. Any Settlement Class Member who does not object in the manner prescribed above

shall be deemed to have waived all such objections and shall forever be foreclosed from making

any objection to the fairness, adequacy or reasonableness of the Settlement, the Order and Final

Judgment to be entered approving the Settlement, the Plan of Allocation, and/or the Fee and

Expense Application, unless otherwise ordered by the Court; shall be bound by all the terms and

provisions of the Settlement Stipulation and by all proceedings, orders and judgments in the


EXHIBIT A

13

Action; and shall also be foreclosed from appealing from any judgment or order entered in this

Action.

31. The Court reserves the right to adjourn the Settlement Hearing without any further

notice other than entry of an Order on the Court’s docket, and to approve the Settlement without

further notice to the Settlement Class.

32. All papers in support of the Settlement, the Plan of Allocation and/or the Fee and

Expense Application shall be filed and served no later than thirty five (35) calendar days before

the Settlement Hearing.

33. Any submissions filed in response to any objections or in further support of the

Settlement, the Plan of Allocation and/or the Fee and Expense Application shall be filed no later

than seven (7) calendar days prior to the Settlement Hearing.

34. Defendants, their counsel, their insurers and other Released Parties shall have no

responsibility for, or liability with respect to, the Plan of Allocation or any application for

attorneys’ fees or expenses or payments to the Class Representatives submitted by Lead Counsel,

and such matters will be considered separately from the fairness, reasonableness, and adequacy of

the Settlement.

35. Pending final determination of whether the Settlement should be approved, all

Releasing Parties shall be enjoined from commencing, prosecuting, or attempting to prosecute any

Released Claims against any Released Party in any court or tribunal or proceeding. Unless and

until the Settlement Stipulation is cancelled and terminated pursuant to the Settlement Stipulation,

all proceedings in the Action, other than such proceedings as may be necessary to carry out the

terms and conditions of the Settlement Stipulation, are hereby stayed and suspended until further

order of the Court.


EXHIBIT A

14

36. All funds held by the Escrow Co-Agents shall be deemed and considered to be in

the custody of the Court, and shall remain subject to the jurisdiction of the Court, until such time

as such funds shall be distributed or returned pursuant to the Settlement Stipulation and Plan of

Allocation and/or further order(s) of the Court.

37. Neither the Settlement Stipulation, nor any of its terms or provision, nor any of the

negotiations or proceedings connected with it, shall be construed as an admission or concession

by Defendants, their counsel, their insurers or any of the other Released Parties of the truth of any

of the allegations in the Action, or of any liability, fault, or wrongdoing of any kind and shall not

be construed as, or deemed to be evidence of or an admission or concession that Class

Representatives or any Settlement Class Members have suffered any damages, harm, or loss.

Further, neither the Settlement Stipulation, nor any of its terms or provisions, nor any of the

negotiations or proceedings connected with it, nor this Order shall be construed as an admission

or concession by the Class Representatives of the validity of any factual or legal defense or of the

infirmity of any of the claims or facts alleged in this Action.

38. In the event the Settlement is not consummated in accordance with the terms of the

Settlement Stipulation, then the Settlement Stipulation and this Order (including any

amendment(s) thereof, and except as expressly provided in the Settlement Stipulation or by order

of the Court) shall be null and void, of no further force or effect, and without prejudice to any

Settling Party, and may not be introduced as evidence or used in any action or proceeding by any

Person against the Settling Parties or the Released Parties, and each Settling Party shall be restored

to his, her or its respective litigation positions as they existed prior to July 27, 2017, pursuant to

the terms of the Settlement Stipulation.


EXHIBIT A

15

39. The Court retains exclusive jurisdiction over the Action to consider all further

matters arising out of, or relating to, the Settlement Stipulation, including by way of illustration

and not limitation, any dispute concerning any Proof of Claim and Release Form submitted and

any future requests by one or more of the Parties that the Order and Final Judgment, the releases

and/or the permanent injunction set forth in the Settlement Stipulation be enforced.

Dated: ___________, 2017 ______________________________

HON. VANESSA L. BRYANT

UNITED STATES DISTRICT JUDGE


EXHIBIT A-1

Court-Ordered Legal Notice

Forwarding Service Requested

Important Notice about a Securities

Class Action Settlement

You may be entitled to a payment. This Notice may affect your legal rights.

Please read it carefully.

In re Tangoe, Inc. Securities Litigation c/o Strategic Claims Services 600 N. Jackson Street, Suite 3 Media, PA 19063

In re Tangoe, Inc. Securities Litigation, Case Number 3:17-cv-00146 (D. Conn.)

THIS CARD ONLY PROVIDES LIMITED INFORMATION ABOUT THE SETTLEMENT.

PLEASE VISIT WWW.STRATEGICCLAIMS.NET OR CALL 1-866-274-4004 FOR MORE INFORMATION.

There has been a proposed Settlement of all claims against Tangoe, Inc. (“Tangoe”), Albert R. Subbloie, Jr., and Gary R. Martino

(“Defendants”). The Settlement resolves a lawsuit in which Plaintiff alleges that, in violation of the federal securities laws, Defendants

misled investors, issuing materially false financial statements and causing damages to Settlement Class Members. Defendants deny any

wrongdoing.

You received this Notice because you or someone in your family may have acquired Tangoe common stock between May 10, 2013 and

June 17, 2016, inclusive (the “Class Period”). The Settlement provides that, in exchange for the settlement and dismissal and release of

Defendants, a fund consisting of $2,550,000 in cash, less attorneys’ fees and expenses, will be divided among all Class Members who

submit a valid Proof of Claim. For a full description of the Settlement, your rights, and to make a claim, please view the Stipulation and

Agreement of Settlement at www.strategicclaims.net and please request a copy of the NOTICE and PROOF OF CLAIM AND RELEASE

FORM by contacting the Claims Administrator in any of the following ways: (1) mail: Tangoe, Inc. Securities Litigation, c/o Strategic

Claims Services, 600 N. Jackson St., Ste. 3, P.O. Box 230, Media, PA 19063; (2) call: toll free, (866)274-4004; (3) Fax: (610)565-7985;

(4) email: [email protected]; or (5) visit the website: www.strategicclaims.net.

To qualify for payment, you must submit a Proof of Claim. A copy of the Proof of Claim can be found on the website. PROOFS OF

CLAIM ARE DUE BY _____________, 201__ TO TANGOE, INC. LITIGATION, C/O STRATEGIC CLAIMS SERVICES, P.O. BOX

230, 600 N. JACKSON STREET, SUITE 3, MEDIA, PA 19063. If you do not want to be legally bound by the Settlement, you must

exclude yourself by ____ __, 2017, or you will not be able to sue the Defendants about the legal claims in this case. If you exclude yourself,

you cannot get money from this Settlement. If you stay in the Settlement, you may object to it by _____ __, 2017. The Notice explains

how to exclude yourself or to object.

The Court will hold a hearing in this case on ___, 2017 at __:__ a.m. to consider whether to approve the Settlement, the Plan of Allocation,

and a request by the lawyers for representing all Class Members for up to 33% in attorneys’ fees, plus actual expenses, for litigating the

case and negotiating the Settlement. You may attend the hearing and ask to be heard by the Court, but you don’t have to. For more

information, call toll-free 1-866-274-4004, or visit the website, www.strategicclaims.net.


EXHIBIT A-2

1




LITIGATION

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NOTICE OF PENDENCY AND

PROPOSED SETTLEMENT OF CLASS ACTION

If you purchased securities of Tangoe, Inc. (“Tangoe” or the “Company”) during the period from

May 10, 2013 and June 16, 2017, both dates inclusive (the “Settlement Class Period”), you could

get a payment from a proposed class action settlement (the “Settlement”).

Under law, a federal court has authorized this Notice. This is not attorney advertising.

If approved by the Court, the Settlement will provide two million five hundred fifty

thousand dollars ($2,550,000) (the “Settlement Amount”) gross, plus interest as it accrues,

minus attorneys’ fees, costs, administrative expenses, and net of any taxes on interest, to

pay claims of investors who purchased Tangoe securities during the Settlement Class

Period.

The Settlement represents an estimated average recovery of $0.11 per damaged share of

Tangoe for the approximately 22.5 million average shares damaged during the Settlement

Class Period. A share may have been traded more than once during the Settlement Class

Period. This estimate solely reflects the average recovery per outstanding share of Tangoe

securities. The indicated average recovery per share will be the total average recovery for

all purchasers of that share. This is not an estimate of the actual recovery per share you

should expect. Your actual recovery will depend on the aggregate losses of all Settlement

Class Members, the date(s) you purchased and sold Tangoe securities, and the total number

of claims filed.

Attorneys for Lead Plaintiff (“Co-Lead Counsel”) intend to ask the Court to award them

fees of up to one-third of the Settlement Amount or eight hundred fifty thousand dollars

($850,000), reimbursement of litigation expenses of no more than $125,000 and an award

to the Lead Plaintiff not to exceed $10,000. Collectively, the attorneys’ fees and expenses


EXHIBIT A-2

2

and award to Lead Plaintiffs are estimated to average $0.04 per damaged share of Tangoe.

If approved by the Court, these amounts will be paid from the Settlement Amount.

The approximate recovery, after deduction of attorneys’ fees and expenses approved by the

Court, is an average of $0.07 per damaged share of Tangoe securities. This estimate is

based on the assumptions set forth in the preceding paragraph. Your actual recovery, if

any, will depend on the aggregate losses of all Settlement Class Members, the date(s) you

purchased and sold Tangoe securities, the purchase and sales prices, and the total number

and amount of claims filed.

The Settlement resolves the Action concerning whether Tangoe and individual defendant

Albert R. Subbloie, Jr. and Gary R. Martino (“Defendants”) violated the federal securities

laws by making misrepresentations and/or omissions of material fact in various filings with

the U.S. Securities and Exchange Commission and in other public statements to the

investing public concerning materially false financial statements Defendants disclosed to

the public and included in filings with the Securities and Exchange Commission.

Defendants have denied and continue to deny, any and all allegations of wrong doing, fault,

liability, or damage whatsoever asserted in the Action.

Your legal rights will be affected whether you act or do not act. If you do not act, you may

permanently forfeit your right to recover on this claim. Therefore, you should read this

Notice carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM

NO LATER THAN

________ __, 2017

The only way to get a payment.

EXCLUDE YOURSELF

NO LATER THAN

_______ __, 2017

Get no payment. This is the only option that allows

you to ever be part of any other lawsuit against

Defendants about the legal claims in this case.

OBJECT NO LATER THAN

_______ __, 2017

Write to the Court about why you object to the

Settlement.

GO TO A HEARING ON

_______ __, 2017

Ask to speak in Court about the fairness of the

Settlement and the award of attorneys’ fees and

expenses.

DO NOTHING Get no payment. Give up rights.


EXHIBIT A-2

3

INQUIRIES

Please do not contact the Court regarding this Notice. All inquiries concerning this Notice, the

Proof of Claim and Release Form, or any other questions by Settlement Class Members should be

directed to:

Tangoe, Inc. Securities Litigation

c/o Strategic Claims Services

P.O. Box 230

600 N. Jackson St., Ste. 3

Media, PA 19063

Tel.: 866-274-4004

Fax: 610-565-7985

[email protected]

or Jacob A. Goldberg, Esq.




Tel.: 215-600-2817

Fax: 212-202-3827

[email protected]

Jeffrey Krinsk, Esq.




San Diego, CA 92101

Tel.: (619) 238-1333

[email protected]

[email protected]

DEFINITIONS

All capitalized terms not otherwise defined herein shall have the same meanings as set

forth in the Stipulation of Settlement, dated October 2, 2017 (the “Settlement Stipulation”).


EXHIBIT A-2

4

COMMON QUESTIONS AND ANSWERS CONCERNING THE SETTLEMENT

1. Why did I get this Notice?

You or someone in your family may have acquired Tangoe securities between May 10,

2013 and June 16, 2017, both dates inclusive.

2. What is this lawsuit about?

The case was originally filed as Moleski v. Tangoe, Inc., et al., Case No. 2:16-cv-02957-

KM-JBC in the United States District Court for the District of New Jersey. On January 26,

2017, the District Court for the District of New Jersey transferred the case to the United

States District Court for the District of Connecticut. The case is now known as In re

Tangoe, Inc. Securities Litigation, Case Number 3:17-cv-00146 (D. Conn.) (the “Action”).

The Court with jurisdiction over the case is the United States District Court for the District

of Connecticut.

The Action involves whether Defendants violated the federal securities laws by disclosing

materially false financial statements that Defendants included with Tangoe’s filings with

the Securities and Exchange Commission. The Complaint (“Complaint”) asserts that the

alleged misstatements or omissions artificially inflated the price of Tangoe securities, and

that the securities prices dropped in response to certain subsequent disclosures. Defendants

have denied and continue to deny the allegations in the Complaint and all charges of

wrongdoing or liability. The Settlement shall in no event be construed as, or deemed to be

evidence of, an admission or concession by any of the Defendants with respect to any claim

or any fault or wrongdoing or damage to the Settlement Class Members or any other person.

The Settlement resolves all of the claims in the Action, as well as certain other claims or

potential claims, whether known or unknown.

3. Why is this a class action?

In a class action, one or more persons and/or entities, called plaintiffs, sue on behalf of all

persons and/or entities who have similar claims. All of these persons and/or entities are

referred to collectively as a class, and these individual persons and/or entities are known


EXHIBIT A-2

5

as class members. One court resolves all of the issues for all class members, except for

those class members who exclude themselves from the class.

4. Why is there a Settlement?

Lead Plaintiff and Defendants do not agree regarding the merits of Lead Plaintiff’s

allegations and Defendants’ defenses with respect to liability or the average amount of

damages per share, if any, that would be recoverable if Lead Plaintiff were to prevail at

trial on each claim. The issues on which Lead Plaintiff and the Defendants disagree include:

(1) whether the challenged statements were materially false or misleading or otherwise

actionable under federal securities law; (2) whether the Defendants acted with scienter; (3)

whether the alleged disclosures were corrective disclosures; (4) the causes of the loss in

the value of the securities; and (5) the amount of alleged damages, if any, that could be

recovered at trial.

This matter has not gone to trial and the Court has not decided in favor of Lead Plaintiff or

any of the Defendants. Instead, Lead Plaintiffs and Defendants have agreed to settle the

case. Lead Plaintiff and Co-Lead Counsel believe the Settlement is best for all Settlement

Class Members because of the risks associated with continued litigation and the nature of

the defenses raised by the Defendants. Among the reasons that Lead Plaintiffs and Co-Lead

Counsel believe the Settlement is fair is the fact that there is uncertainty about whether they

will be able to prove that the alleged misstatements and omissions actually caused the

Settlement Class any damages, and the amount of damages, if any.

Even if Lead Plaintiff were to win at trial, and also prevail on any appeal, Lead Plaintiff

might not be able to collect some, or all, of any judgment they are awarded. Moreover,

while litigation of this type is usually expensive, it appears that, even if Lead Plaintiff’s

allegations are eventually found to be true, the total amount of damages to which

Settlement Class Members would be entitled could be substantially reduced.

5. How do I know if I am part of the Settlement?

The Settlement Class consists of all Persons who purchased the securities of Tangoe from

May 10, 2013 through June 16, 2017, both dates inclusive, except that excluded from the


EXHIBIT A-2

6

Settlement Class are all: (i) Defendants and all officers and directors of Tangoe during the

Settlement Class Period; (ii) blood relatives and household members of any Person

excluded under section (i) of this definition; (iii) any entities affiliated with, controlled by,

or more than 5% owned by, any person excluded under sections (i) and (ii) of this

definition; (iv) the legal representatives, heirs, successors or assigns of any person excluded

under subsections (i) through (iii) of this definition; and (v) Opt-Outs, i.e, those Persons

who timely and validly request exclusion from the Settlement Class.

6. Are there exceptions to being included?

Yes. Excluded from the Settlement Class are ((i) Defendants and all officers and directors

of Tangoe, including Released Parties and Related Parties, during the Settlement Class

Period; (ii) blood relatives and household members of any Person excluded under section

(i) of this definition; (iii) any entities affiliated with, controlled by, or more than 5% owned

by, any person excluded under sections (i) and (ii) of this definition; (iv) the legal

representatives, heirs, successors or assigns of any person excluded under subsections (i)

through (iii) of this definition; and (v) Opt-Outs, i.e., those Persons who timely and validly

request exclusion from the Settlement Class..

7. I am still not sure whether I am included.

If you are still not sure whether you are included, you can ask for free help. For more

information, you can contact the Claims Administrator, Strategic Claims Services, by

phone at (866) 274-4004 or by facsimile at (610) 565-7985, visit the website

www.strategicclaims.net, or fill out and return the Proof of Claim and Release Form

described in Question 9, to see if you qualify.

8. What does the Settlement provide?

a. What is the settlement fund?

The proposed Settlement provides payment of two million five hundred fifty thousand

dollars ($2,550,000) into a settlement fund (the “Settlement Fund”). The Settlement is

subject to Court approval. Also, subject to the Court’s approval, a portion of the Settlement

Fund will be used to pay attorneys’ fees and reasonable litigation expenses to Co-Lead


EXHIBIT A-2

7

Counsel and any award to the Lead Plaintiff. A portion of the Settlement Fund also will be

used to pay taxes due on interest earned by the settlement fund, if necessary, and the costs

of the claims administration, including the costs of printing and mailing this Notice and the

costs of publishing notice. After the foregoing deductions from the Settlement Fund have

been made, the amount remaining (the “Net Settlement Fund”) will be distributed to

Settlement Class Members who submit timely, valid claims, according to the Plan of

Allocation to be approved by the Court (“Authorized Claimants”).

b. What can you expect to receive under the proposed Settlement?

Your share of the Net Settlement Fund will or may depend on: (i) the number of claims

filed; (ii) the dates you purchased and sold Tangoe securities; (iii) the prices of your

purchases and sales; (iv) the amount of administrative costs, including the costs of notice;

and (v) the amount awarded by the Court to Co-Lead Counsel for attorneys’ fees, costs,

and expenses and to Lead Plaintiff.

The Claims Administrator will determine each Authorized Claimant’s pro rata share of

the Net Settlement Fund based upon each Authorized Claimant’s valid “Recognized Loss.”

The Recognized Loss formula is not intended to be an estimate of the amount that a

Settlement Class Member might have been able to recover after a trial; it also is not an

estimate of the amount that will be paid to Authorized Claimants pursuant to the

Settlement. The Recognized Loss formula is the basis upon which the Net Settlement Fund

will be proportionately allocated to the Settlement Class Members with valid claims.

The Net Settlement Fund will be distributed to Settlement Class Members who submit a

Proof of Claim and Release Form and whose claims for recovery are allowed by the Claims

Administrator pursuant to the terms of the Settlement Stipulation or by order of the Court

under the below Plan of Allocation, which reflects Lead Plaintiff’s contention that because

of the alleged misrepresentations made by Defendants, the price of Tangoe securities was

artificially inflated during the relevant period and that certain subsequent disclosures

caused changes in the inflated price of Tangoe securities. Defendants have denied these

allegations.


EXHIBIT A-2

8

c. What is the Proposed Plan of Allocation of the Net Settlement Fund Among

Class Members

The Plan of Allocation is a matter separate and apart from the proposed Settlement, and

any decision by the Court concerning the Plan of Allocation shall not affect the validity or

finality of the proposed Settlement. The Court may approve the Plan of Allocation with or

without modifications agreed to among the parties, or another plan of allocation, without

further notice to Settlement Class Members. Any orders regarding a modification of the

Plan of Allocation will be posted to the Claims Administrator’s website,

www.strategicclaims.net.

The Claims Administrator shall determine each Authorized Claimant’s pro rata share of

the Net Settlement Fund based upon each Authorized Claimant’s Recognized Loss. Please

Note: The Recognized Loss formula, set forth below, is not intended to be an estimate of

the amount of what a Settlement Class Member might have been able to recover after a

trial, nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant

to the Settlement. The Recognized Loss formula is the basis upon which the Net Settlement

Fund will be proportionately allocated to the Authorized Claimants. To the extent there

are sufficient funds remaining in the Net Settlement Fund, each Authorized Claimant will

receive an amount equal to the Authorized Claimant’s Recognized Loss. If, however, the

Net Settlement Fund is not sufficient to permit payment of the total Recognized Loss of

each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of

the Net Settlement Fund that each Authorized Claimant’s Recognized Loss bears to the

total Recognized Losses of all Authorized Claimants (i.e., “pro rata share”). Payment in

this manner shall be deemed conclusive against all Authorized Claimants. No distribution

will be made on a claim where the potential distribution amount is less than ten dollars

($10.00) in cash.

If any of the Net Settlement Fund remains by reason of uncashed checks, or otherwise,

after the Claims Administrator has made reasonable and diligent efforts to have Authorized


http://www.strategicclaims.net/

EXHIBIT A-2

9

Claimants who are entitled to participate in the distribution of the Net Settlement Fund

cash their distribution checks, then any balance remaining in the Net Settlement Fund six

(6) months after the initial distribution of such funds shall be used: (i) first, to pay any

amounts mistakenly omitted from the initial distribution to Authorized Claimants or to pay

any late, but otherwise valid and fully documented claims received after the cut-off date

used to make the initial distribution, provided that such distributions to any late post-

distribution claimants meet all of the other criteria for inclusion in the initial distribution,

including the $10.00 minimum check amount set forth in the Notice; (ii) second, to pay

any additional Administrative Costs incurred in administering the Settlement; and (iii)

finally, to make a second distribution to Authorized Claimants who cashed their checks

from the initial distribution and who would receive at least $10.00 from such second

distribution, after payment of the estimated costs or fees to be incurred in administering

the Net Settlement Fund and in making this second distribution, if such second distribution

is economically feasible. If six (6) months after such second distribution, if undertaken, or

if such second distribution is not undertaken, any funds shall remain in the Net Settlement

Fund after the Claims Administrator has made reasonable and diligent efforts to have

Authorized Claimants who are entitled to participate in this Settlement cash their checks,

any funds remaining in the Net Settlement Fund shall be donated to a non-profit 501(c)(3)

organization(s) selected by Co-Lead Counsel.

THE BASIS FOR CALCULATING YOUR RECOGNIZED LOSS:

Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund

based on his, her, or its Recognized Loss as compared to the total Recognized Losses of

all Authorized Claimants.

For shares of common stock purchased between May 10, 2013 and March 7, 2016,

inclusive:

A. For shares retained at the end of trading on June 16, 2017, the Recognized Loss

shall be the lesser of:

(1) $.59 per share; or


EXHIBIT A-2

10

(2) the difference between the purchase price per share and $6.50 per share.1

B. For shares sold between May 10, 2013 and March 7, 2016, inclusivethe

Recognized Loss shall be zero.

C. For shares sold between March 8, 2016 and June 16, 2017, inclusive, the

Recognized Loss shall be the lesser of:


(2) the difference between the purchase price per share and the sales price per

share.

For shares of common stock purchased between March 8, 2016 and June 16, 2017,

inclusive:

A. For shares retained at the end of trading on June 16, 2017, the Recognized Loss

shall be the lesser of:


(2) the difference between the purchase price per share and $6.50 per share.

B. For shares sold between March 8, 2016 and June 16, 2017, inclusive, the

Recognized Loss shall be zero.

For purposes of calculating your Recognized Loss, the date of purchase, acquisition or sale

is the “contract” or “trade” date and not the “settlement” or “payment” date. The receipt

or grant by gifts, transfers, inheritance or operation of law of Tangoe common shares shall

not be deemed a purchase, acquisition, or sale of Tangoe common shares for the calculation

of an Authorized Claimant’s Recognized Loss.

For purposes of calculating your Recognized Loss, all purchases, acquisitions, and sales

shall be matched on a First In First Out (“FIFO”) basis in chronological order. Therefore,

on the Proof of Claim and Release Form enclosed with this Notice, you must provide all

of your purchases, acquisitions, and sales of Tangoe common stock during the time period

from May 10, 2013 through June 16, 2017, inclusive.

1 The PSLRA cap of $6.50 per share is equal to the closing price on June 16, 2017, after which trading data is

unavailable.


EXHIBIT A-2

11

Payment pursuant to the Plan of Allocation approved by the Court shall be conclusive

against all Authorized Claimants. No person shall have any claim against Defendants,

Defendants’ Counsel, Lead Plaintiff, Co-Lead Counsel, or the Claims Administrator or

other agent designated by Co-Lead Counsel based on the distributions made substantially

in accordance with the Settlement Stipulation and the Settlement contained therein, the

Plan of Allocation, or further orders of the Court. Each claimant shall be deemed to have

submitted to the jurisdiction of the Court with respect to the claimant’s Claim Form. All

persons involved in the review, verification, calculation, tabulation, or any other aspect of

the processing of the claims submitted in connection with the Settlement, or otherwise

involved in the administration or taxation of the Settlement Fund or the Net Settlement

Fund shall be released and discharged from any and all claims arising out of such

involvement, and all Settlement Class Members, whether or not they are to receive payment

from the Net Settlement Fund, will be barred from making any further claim against the

Net Settlement Fund beyond the amount allocated to them as provided in any distribution

orders entered by the Court.

To the extent a claimant had a trading gain or “broke even” from his overall transactions

in Tangoe shares during the Settlement Class Period, the value of the Recognized Loss will

be zero and the claimant will not be entitled to a share of the Net Settlement Fund. To the

extent that a claimant suffered a trading loss on his overall transactions in Tangoe shares

during the Class Period, but that trading loss was less than the Recognized Loss calculated

above, then the Recognized Loss shall be limited to the amount of the claimant’s actual

trading loss.

The covering purchase of a short sale is not an eligible purchase. The purchase and sales

prices exclude any brokerage commissions, transfer taxes, or other fees.

All Class Members whose claims are not approved by the Court will be barred from

participating in distributions from the Net Settlement Fund, but otherwise shall be bound

by all of the terms of the Settlement, including the terms of the Order and Final Judgment

to be entered in the Action and will be barred from bringing any Released Plaintiffs’ Claims


EXHIBIT A-2

12

against Defendants or any of Settling Defendants’ Released Parties, including Unknown

Claims (as those terms are defined in the Settlement Stipulation, which is available on the

Internet at www.strategicclaims.net, or through the mail upon request to the Claims

Administrator). The Plan of Allocation is subject to Court approval and may be modified

by the Court.

9. How can I get a payment?

To qualify for a payment, you must send in a form entitled “Proof of Claim and Release

Form.” This Proof of Claim and Release Form is attached to this Notice. You may also

obtain a Proof of Claim and Release Form on the Internet at www.strategicclaims.net. Read

the instructions carefully, fill out the form, sign it in the location indicated, and mail the

claim form together with all documentation requested in the form, postmarked no later than

________ __, 2017, to:




P.O. Box 230

Media, PA 19063

Tel.: 866-274-4004

Fax: 610-565-7985

[email protected]

The Claims Administrator will process your claim and determine whether you are an

Authorized Claimant.

10. What am I giving up to get a payment or stay in the Class?

Unless you exclude yourself from the Settlement Class by the ______ deadline, you will

remain a member of the Settlement Class and will be bound by the release of claims against

the Defendants and other Released Parties if the Settlement is approved. That means you

and all other Settlement Class Members and each of their respective parent entities,

associates, affiliates, subsidiaries, predecessors, successors, assigns, attorneys, immediate

family members, heirs, representatives, administrators, executors, devisees, legatees, and

estates will release (agreeing never to sue, continue to sue, or be part of any other lawsuit)


EXHIBIT A-2

13

as against the Defendants and other Released Parties any and all claims which arise out of,

are based upon or relate in any way to the purchase of Tangoe securities during the

Settlement Class Period. It means that all of the Court’s orders will apply to you and legally

bind you. That means you will accept a share of the Net Settlement Fund as sole

compensation for any losses you suffered in the purchase, acquisitions, sale or ownership

of Tangoe securities during the Settlement Class Period. The specific terms of the release

are included in the Settlement Stipulation.

11. How do I get out of the Settlement?

If you do not want to receive a payment from this Settlement, and you want to keep any

right you may have to sue or continue to sue Defendants or other Released Parties on your

own about the claims being released in this Settlement, then you must take steps to exclude

yourself from the Settlement. To exclude yourself from the Settlement, you must mail a

letter that (A) clearly indicates your name, address, phone number and e-mail contact

information (if any) and states that you “request to be excluded from the Settlement Class

in In re Tangoe, Inc. Securities Litigation, Case Number 3:17-cv-00146 (D. Conn.),” and

(B) states the date, number of shares, and dollar amount of each Tangoe securities purchase

or acquisition during the Settlement Class Period, and any sale transactions, and the number

of shares of Tangoe securities held by you as of June 16, 2017. To be valid, such request

for exclusion must be submitted with documentary proof (i) of each purchase and, if

applicable, sale transaction of Tangoe securities during the Settlement Class Period and (ii)

demonstrating your status as a beneficial owner of the Tangoe securities. Any such request

for exclusion must be signed and submitted by you, as the beneficial owner, under penalty

of perjury. You must mail your exclusion request, to be received no later than _____ __,

2017, to the Claims Administrator at the following address:




P.O. Box230

Media, PA 19063

You cannot exclude yourself by telephone or by e-mail.


EXHIBIT A-2

14

If you properly exclude yourself, you will not receive a payment from the Net Settlement

Fund, you cannot object to the Settlement, and you will not be legally bound by the

judgment in this case.

12. If I do not exclude myself, can I sue the Defendants for the same thing later?

No. Unless you followed the procedure outlined in the Notice to exclude yourself, you give

up any right to sue the Defendants or other Released Parties for the claims being released

in this Settlement. If you have a pending lawsuit related to any Released Claims, speak to

your lawyer in that case immediately, since you must exclude yourself from this Settlement

Class to continue your own lawsuit.

13. Do I have a lawyer in this case?

The Court appointed The Rosen Law Firm, P.A. and Finkelstein & Krinsk LLP as Co-Lead

Counsel, to represent you and the other Settlement Class Members. If you want to be

represented by your own lawyer, you may hire one at your own expense. Contact

information for The Rosen Law Firm, P.A. and Finkelstein & Krinsk LLP is provided

below.

14. How will the lawyers be paid?

Co-Lead Counsel have expended considerable time litigating this action on a contingent

fee basis, and have paid for the expenses of the case themselves. They have not been paid

attorneys’ fees or reimbursed for their expenses in advance of this Settlement. Lead

Counsel have done so with the expectation that, if they are successful in recovering money

for the Settlement Class, they will receive attorneys’ fees and be reimbursed for their

litigation expenses from the Settlement Fund, as is customary in this type of litigation. Lead

Counsel will not receive attorneys’ fees or be reimbursed for their litigation expenses

except from the Settlement Fund. Therefore, Co-Lead Counsel will file a motion asking

the Court at the Settlement Hearing to make an award of attorneys’ fees in an amount not

to exceed one-third of the Settlement or eight hundred fifty thousand dollars ($850,000),

for reimbursement of reasonable litigation expenses not to exceed $125,000 and an award


EXHIBIT A-2

15

to Lead Plaintiff in an amount not to exceed $10,000. The Court may award less than these

amounts. Any amounts awarded by the Court will come out of the Settlement Fund.

15. How do I tell the Court that I do not like the Settlement?

You can tell the Court you object to the Settlement, any part of the Settlement, Co-Lead

Counsel’s motion for attorneys’ fees and expenses and application for an award to Lead

Plaintiffs, and that you think the Court should not approve the Settlement, by mailing a

letter stating that you object to the Settlement in the matter of In re Tangoe, Inc. Securities

Litigation, Case Number 3:17-cv-00146 (D. Conn.). Be sure to include (1) your name,

address, and telephone number, (2) a list of all purchases and sales of Tangoe securities

during the Settlement Class Period in order to show membership in the Settlement Class,

(3) all grounds for the objection, including any legal support known to you or your counsel,

(4) the name, address and telephone number of all counsel, if any, who represent you,

including your former or current counsel who may be entitled to compensation in

connection with the objection, and (5) the number of times you and/or your counsel has

filed an objection to a class action settlement in the last five years, the nature of each such

objection in each case, the jurisdiction in each case, and the name of the issuer of the

security or seller of the product or service at issue in each case. Attendance at the

Settlement Hearing is not necessary. Objectors wishing to be heard orally at the Settlement

Hearing are required to indicate in their written objection (or in a separate writing that is

submitted in accordance with the deadline and after instruction pertinent to the submission

of a written objection) that they intend to appear at the Settlement Hearing and identify any

witnesses they may call to testify or exhibits they intend to introduce into evidence at the

Settlement Hearing. Be sure to serve copies of any objections, papers and briefs to each of

the addresses listed below, to be received no later than _________ __, 2017:


EXHIBIT A-2

16

Clerk of the Court

United States District Court

District of Connecticut

Abraham Ribicoff Federal

Building

450 Main Street

Hartford, CT 06103

CO-LEAD COUNSEL:



101 Greenwood Avenue

Suite 440


Jeffrey Krinsk, Esq.

David J. Harris, Jr. Esq.



San Diego, CA 92101

COUNSEL FOR

DEFENDANTS TANGOE INC.

AND ALBERT R. SUBBLOIE,

JR. AND GARY R.

MARTINO:


Dan Willey, Esq.

WILMER CUTLER PICKERING

HALE AND DORR LLP

60 State Street


16. What is the difference between objecting and requesting exclusion?

Objecting is simply telling the Court you do not like something about the Settlement or

some portion thereof. You can object only if you stay in the Settlement Class. Requesting

exclusion is telling the Court you do not want to be part of the Settlement Class and

Settlement. If you exclude yourself, you cannot object to the Settlement because it no

longer concerns you. If you stay in the Settlement Class and object, but your objection is

overruled, you will not be allowed a second opportunity to exclude yourself.

17. When and where will the Court decide whether to approve the Settlement?

The Court will hold a Settlement Hearing on _____ __, 2017, at __:__ _.m., at the Abraham

Ribicoff Federal Building, United States District Court, District of Connecticut, 450 Main

Street, Hartford, CT 06103.

At this hearing, the Court will consider whether the Settlement is fair, reasonable, and

adequate and whether to approve the Settlement. If there are objections, the Court will

consider them, and the Court will listen to people who have asked to speak at the hearing.

The Court may also decide how much to pay Co-Lead Counsel for attorneys’ fees and

expenses and how much to award to Lead Plaintiff.


EXHIBIT A-2

17

18. Do I have to come to the hearing?

No. Co-Lead Counsel will answer any questions the Court may have. However, you are

welcome to attend at your own expense. If you send an objection, you do not have to come

to Court to talk about it. As long as you mail your written objection on time, the Court will

consider it.

19. What happens if I do nothing at all?

If you do nothing, you will not receive a payment from the Settlement. However, unless

you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be

part of any other lawsuit against Defendants about the Release Claims (as defined in the

Settlement Stipulation) ever again.

DATED: __________________________________________

BY ORDER OF THE UNITED STATES

DISTRICT COURT FOR THE DISTRICT OF

CONNECTICUT


EXHIBIT A-3

-1-

PROOF OF CLAIM AND RELEASE FORM Deadline for Submission: _____________________

IF YOU PURCHASED TANGOE, INC. (“TANGOE” OR “COMPANY”) SECURITIES DURING THE PERIOD MAY 10, 2013 THROUGH JUNE 16, 2017, INCLUSIVE (THE “SETTLEMENT CLASS PERIOD”), YOU ARE A “SETTLEMENT CLASS MEMBER” AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT PROCEEDS. (EXCLUDED FROM THE CLASS ARE DEFENDANTS, THE PRESENT AND FORMER OFFICERS AND DIRECTORS OF TANGOE, OR ANY SUBSIDIARY THEREOF, DURING THE SETTLEMENT CLASS PERIOD, AND THE IMMEDIATE FAMILY MEMBERS, LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS OR ASSIGNS OF SUCH EXCLUDED PERSONS AND ANY ENTITY IN WHICH ANY EXCLUDED PERSON HAS OR HAD A CONTROLLING INTEREST.)

IF YOU ARE A SETTLEMENT CLASS MEMBER, YOU MUST COMPLETE AND SUBMIT THIS FORM TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS. YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND RELEASE FORM (“PROOF OF CLAIM AND RELEASE FORM”) AND MAIL IT BY FIRST CLASS MAIL, POSTMARKED NO LATER THAN ____________, 2017 TO STRATEGIC CLAIMS SERVICES, THE CLAIMS ADMINISTRATOR, AT THE FOLLOWING ADDRESS:




P.O. Box 230

Media, PA 19063

Tel.: 866-274-4004

Fax: 610-565-7985

[email protected] YOUR FAILURE TO SUBMIT YOUR CLAIM BY ____________, 2017 WILL SUBJECT YOUR CLAIM TO REJECTION AND PRECLUDE YOU FROM RECEIVING ANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THIS ACTION. DO NOT MAIL OR DELIVER YOUR CLAIM TO THE COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL AS ANY SUCH CLAIM WILL BE DEEMED NOT TO HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM ONLY TO THE CLAIMS ADMINISTRATOR. IF YOU ARE A SETTLEMENT CLASS MEMBER AND DO NOT SUBMIT A PROPER PROOF OF CLAIM AND RELEASE FORM, YOU WILL NOT SHARE IN THE SETTLEMENT BUT YOU NEVERTHELESS WILL BE BOUND BY THE ORDER AND FINAL JUDGMENT OF THE COURT UNLESS YOU EXCLUDE YOURSELF. SUBMISSION OF A PROOF OF CLAIM AND RELEASE FORM DOES NOT ASSURE THAT YOU WILL SHARE IN THE PROCEEDS OF THE SETTLEMENT.


EXHIBIT A-3

-2-

CLAIMANT’S STATEMENT

1. I (we) purchased Tangoe, Inc. (“Tangoe” or “Company”) securities during the Settlement Class Period. (Do not submit this Proof of Claim and Release Form if you did not purchase Tangoe securities during the Settlement Class Period.)

2. By submitting this Proof of Claim and Release Form, I (we) state that I (we) believe in good faith that I am

(we are) a Settlement Class Member as defined above and in the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”), or am (are) acting for such person(s); that I am (we are) not a Defendant in the Action or anyone excluded from the Settlement Class; that I (we) have read and understand the Notice; that I (we) believe that I am (we are) entitled to receive a share of the Net Settlement Fund, as defined in the Notice; that I (we) elect to participate in the proposed Settlement described in the Notice; and that I (we) have not filed a request for exclusion. (If you are acting in a representative capacity on behalf of a Settlement Class Member [e.g., as an executor, administrator, trustee, or other representative], you must submit evidence of your current authority to act on behalf of that Settlement Class Member. Such evidence would include, for example, letters testamentary, letters of administration, or a copy of the trust documents.)

3. I (we) consent to the jurisdiction of the Court with respect to all questions concerning the validity of this

Proof of Claim and Release Form. I (we) understand and agree that my (our) claim may be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall be limited to my (our) status as a Settlement Class Member(s) and the validity and amount of my (our) claim. No discovery shall be allowed on the merits of the Action or Settlement in connection with processing of the Proof of Claim and Release Form.

4. I (we) have set forth where requested below all relevant information with respect to each purchase of

Tangoe securities during the Settlement Class Period, and each sale, if any, of such common stock. I (we) agree to furnish additional information to the Claims Administrator to support this claim if requested to do so.

5. I (we) have enclosed photocopies of the stockbroker’s confirmation slips, stockbroker’s statements, or

other documents evidencing each purchase and sale of Tangoe securities listed below in support of my (our) claim. (IF ANY SUCH DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN A COPY OR EQUIVALENT DOCUMENTS FROM YOUR BROKER OR TAX ADVISOR BECAUSE THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR CLAIM.)

6. I (we) understand that the information contained in this Proof of Claim and Release Form is subject to

such verification as the Claims Administrator may request or as the Court may direct, and I (we) agree to cooperate in any such verification. (The information requested herein is designed to provide the minimum amount of information necessary to process most simple claims. The Claims Administrator may request additional information as required to efficiently and reliably calculate your recognized loss. In some cases, the Claims Administrator may condition acceptance of the claim based upon the production of additional information, including, where applicable, information concerning transactions in any derivatives securities such as options.)

7. Upon the occurrence of the Court’s approval of the Settlement, as detailed in the Notice, I (we) agree and

acknowledge that my (our) signature(s) hereto shall effect and constitute a full and complete release, remise and discharge by me (us) and my (our) heirs, joint tenants, tenants in common, beneficiaries, executors, administrators, predecessors, successors, attorneys, insurers and assigns (or, if I am (we are) submitting this Proof of Claim and Release Form on behalf of a corporation, a partnership, estate or one


EXHIBIT A-3

-3-

or more other persons, by it, him, her or them, and by its, his, her or their heirs, executors, administrators, predecessors, successors, and assigns) of each of the “Released Parties” of all “Released Claims.”

8. Upon the occurrence of the Court’s approval of the Settlement, as detailed in the Notice, I (we) agree and acknowledge that my (our) signature(s) hereto shall effect and constitute a covenant by me (us) and my (our) heirs, joint tenants, tenants in common, beneficiaries, executors, administrators, predecessors, successors, attorneys, insurers and assigns (or, if I am (we are) submitting this Proof of Claim and Release Form on behalf of a corporation, a partnership, estate or one or more other persons, by it, him, her or them, and by its, his, her or their heirs, executors, administrators, predecessors, successors, and assigns) to permanently refrain from prosecuting or attempting to prosecute any Released Claims against any of the Released Parties.

9. “Released Parties” means Tangoe, Albert R. Subbloie, Jr., Gary R. Martino, and each and all of their

Related Parties, including all of Tangoe’s current and former officers, directors, and employees. 10. “Released Claims” means and includes any and all Claims and Unknown Claims that have been or could

have been asserted by or on behalf of any of the Releasing Parties, in any capacity, which arise out of, are based upon, or relate in any way to the purchase or acquisition of Tangoe securities during the Settlement Class Period, including but not limited to any claims alleged in the Action and any claims related to the allegations, transactions, facts, events, matters, occurrences, acts, disclosures, representations, omissions, or any other matter whatsoever involved, set forth, referred to, or otherwise related, directly or indirectly, to the allegations in the Action or the disclosures or statements made by Tangoe or its officers or directors during the Settlement Class Period (including the adequacy and completeness or such disclosures or statements). Notwithstanding the foregoing, “Released Claims” does not include (1) any claim related to the all cash tender offer that TAMS Inc., a wholly owned subsidiary of Asentinel LLC, commenced on or around May 12, 2017 to acquire any and all of Tangoe’s outstanding shares of common stock at a purchase price of $6.50 per share in cash that expired on or around June 15, 2017 (the “Tender Offer”), including, without limitation, any claim in the cases captioned McArthur v. Tangoe, Inc., Civ. Action No. 3:17-cv-00832-VAB or Levine v. Tangoe, Inc., Civ. Action No. 3:17-cv-00873-AWT, both currently pending in the United States District Court for the District of Connecticut and (2) claims to enforce the terms of this Settlement Stipulation or orders or judgments issued by the Court in connection with this Settlement.

11. “Unknown Claims” means all Claims of every nature and description which Lead Plaintiff or any Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Parties which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Parties, or might have affected his, her, or its decision not to opt-out or object to this Settlement.

12. I (We) acknowledge that the inclusion of “Unknown Claims” in the definition of claims released pursuant to the Settlement Stipulation was separately bargained for and is a material element of the Settlement of which this release is a part.

13. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may

request, or may be requested, to submit information regarding their transactions in electronic files. All Claimants MUST submit a manually signed paper Proof of Claim and Release Form listing all their transactions whether or not they also submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at [email protected] or visit their website at www. strategicclaims.net to obtain the required file layout. No electronic files will be considered to have been


EXHIBIT A-3

-4-

properly submitted unless the Claims Administrator issues to the Claimant a written acknowledgment of receipt and acceptance of electronically submitted data.


EXHIBIT A-3

-5-

I. CLAIMANT INFORMATION

Name:

Address:

City State ZIP

Foreign Province Foreign Country

Day Phone Evening Phone

Email

Social Security Number (for individuals):

OR Taxpayer Identification Number (for estates, trusts, corporations, etc.):

II. SCHEDULE OF TRANSACTIONS IN TANGOE, INC. SECURITIES

Beginning Holdings: A. State the total number of shares of Tangoe, Inc, securities held at the

close of trading on May 9, 2013 (must be documented). If none, write “zero” or “0.”

Purchases/Acquisitions: B. Separately list each and every purchase or acquisition of Tangoe, Inc. securities between May 10,

2013 and June 16, 2017, both dates inclusive, and provide the following information (must be documented):

Trade Date

(List Chronologically) (Month/Day/Year) Number of Shares Purchased Price per Share

Total Cost (Excluding Commissions,

Taxes, and Fees)


EXHIBIT A-3

-6-

Sales: C. Separately list each and every sale of Tangoe, Inc. securities between May 10, 2013 and June 16, 2017, both dates inclusive, and provide the following information (must be documented):

Trade Date (List Chronologically)

(Month/Day/Year) Number of Shares Sold Price per Share

Amount Received (Excluding Commissions,

Taxes, and Fees)

Ending Holdings: D. State the total number of shares of Tangoe, Inc. securities held at the

close of trading on June 16, 2017 (must be documented).

If additional space is needed, attach separate, numbered sheets, giving all required information, substantially in the same format, and print your name and Social Security or Taxpayer Identification number at the top of each sheet.

III. SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number: Enter taxpayer identification number below for the Beneficial Owner(s). For most individuals, this is your Social Security Number. The Internal Revenue Service (“I.R.S.”) requires such taxpayer identification number. If you fail to provide this information, your claim may be rejected.

Social Security Number (for individuals)

or

Taxpayer Identification Number (for estates, trusts, corporations, etc.)

______________________________

_______________________________

IV. CERTIFICATION

I (We) submit this Proof of Claim and Release Form under the terms of the Settlement Stipulation described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the District of Connecticut, with respect to my (our) claim as a Settlement Class Member and for purposes of enforcing the release and covenant not to sue set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in this Action. I (We) have not submitted any other claim covering the same purchases or sales of Tangoe, Inc. securities during the Settlement Class Period and know of no other Person having done so on my (our) behalf.


EXHIBIT A-3

-7-

I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(c) of the Internal Revenue Code because: (a) I am (We are) exempt from backup withholding; or (b) I (We) have not been notified by the I.R.S. that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the I.R.S. has notified me (us) that I am (we are) no longer subject to backup withholding. NOTE: If you have been notified by the I.R.S. that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above. UNDER THE PENALTIES OF PERJURY UNDER THE LAWS OF THE UNITED STATES, I (WE) CERTIFY THAT ALL OF THE INFORMATION I (WE) PROVIDED ON THIS PROOF OF CLAIM AND RELEASE FORM IS TRUE, CORRECT AND COMPLETE. Signature of Claimant (If this claim is being made

on behalf of Joint Claimants, then each must sign): ________________________________________ (Signature) ________________________________________ (Signature) ________________________________________ (Capacity of person(s) signing, e.g. beneficial purchaser(s), executor, administrator, trustee, etc.)

□ Check here if proof of authority to file is enclosed.

(See Item 2 under Claimant’s Statement)

Date: ____________________


EXHIBIT A-3

-8-

THIS PROOF OF CLAIM AND RELEASE FORM MUST BE POSTMARKED NO LATER THAN _______________, 2017 AND MUST BE MAILED TO:




P.O. Box 230

Media, PA 19063

Tel.: 866-274-4004

Fax: 610-565-7985

[email protected] A Proof of Claim and Release Form received by the Claims Administrator shall be deemed to have been submitted when posted, if mailed by _________, 2017 and if a postmark is indicated on the envelope and it is mailed first class and addressed in accordance with the above instructions. In all other cases, a Proof of Claim and Release Form shall be deemed to have been submitted when actually received by the Claims Administrator. The Claims Administrator will acknowledge receipt of your Proof of Claim and Release Form by mail or email within 45 days of receipt. Your claim is not deemed filed until you receive such an acknowledgement. If you do not receive an acknowledgement within 45 days, please contact the Claims Administrator by telephone toll free at 866-274-4004 or by email at [email protected]. You should be aware that it will take a significant amount of time to process fully all of the Proof of Claim and Release Forms and to administer the Settlement. This work will be completed as promptly as time permits, given the need to investigate and tabulate each Proof of Claim and Release Form. Please notify the Claims Administrator of any change of address.

REMINDER CHECKLIST

o Please be sure to sign this Proof of Claim and Release Form on page 6. If this Proof of Claim and Release Form is submitted on behalf of joint claimants, then both claimants must sign.

o Please remember to attach supporting documents. Do NOT send any stock certificates. Keep

copies of everything you submit.

o Do NOT use highlighter on the Proof of Claim and Release Form or any supporting documents.

o If you move or change your address, telephone number or email address, please submit the new information to the Claims Administrator, as well as any other information that will assist us in contacting you. NOTE: Failure to submit updated information to the Claims Administrator may result in the Claims Administrator’s inability to contact you regarding issues with your claim or deliver payment to you.


EXHIBIT A-4

1




LITIGATION

)

)

)

)

)

)

)

)

)

)

)

)


SUMMARY NOTICE OF PENDENCY AND

PROPOSED CLASS ACTION SETTLEMENT

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED TANGOE,

INC. (“TANGOE”) SECURITIES FROM MAY 10, 2013 THROUGH JUNE 16,

2017, INCLUSIVE.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District Court

for the District of Connecticut, that a hearing will be held on __________, 2017,

at __:__ _.m. before the Honorable Vanessa L. Bryant, United States District Judge of the United

States District Court for the District of Connecticut, Abraham A. Ribicoff Federal Building, 450

Main Street, Annex 135, Hartford, Connecticut, 06103, for the purpose of determining: (1) whether

the proposed Settlement of the claims in the above-captioned Action for consideration including

the sum of $2,550,000 should be approved by the Court as fair, reasonable, and adequate; (2)

whether the proposed plan to distribute the Settlement proceeds is fair, reasonable, and adequate;

(3) whether the application of Lead Counsel for an award of attorneys’ fees of up to one third of

the Settlement Amount, reimbursement of expenses of not more than $125,000, and an incentive

payment of no more than $10,000 to Lead Plaintiff, should be approved; and (4) whether this


EXHIBIT A-4

2

Action should be dismissed with prejudice as set forth in the Stipulation of Settlement dated

October 2, 2017 (the “Settlement Stipulation”).

If you purchased Tangoe securities during the period from May 10, 2013 and June 16,

2017, both dates inclusive (the “Settlement Class Period”), your rights may be affected by this

Settlement, including the release and extinguishment of claims you may possess relating to your

ownership interest in Tangoe securities. If you have not received a postcard, providing instructions

for receiving a detailed Notice of Pendency and Proposed Settlement of Class Action (“Notice”)

and a copy of the Proof of Claim and Release Form, you may obtain copies by writing to or calling

Tangoe, Inc. Securities Litigation, c/o Strategic Claims Services, 600 N. Jackson St., Ste. 3, P.O.

Box 230, Media, PA 19063; (Tel) (866)274-4004; (Fax) (610)565-7985; [email protected],

or going to the website, www.strategicclaims.net. If you are a member of the Settlement Class, to

share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release

Form postmarked no later than _____________, 201__ to the Claims Administrator, establishing

that you are entitled to recovery. Unless you submit a written exclusion request, you will be bound

by any judgment rendered in the Action whether or not you make a claim.

If you desire to be excluded from the Settlement Class, you must submit a request for

exclusion so that it is received no later than ____________, 201__, in the manner and form

explained in the detailed Notice to the Claims Administrator. All members of the Settlement Class

who have not requested exclusion from the Settlement Class will be bound by any judgment

entered in the Action pursuant to the Settlement Stipulation.

Any objection to the Settlement, Plan of Allocation, or Lead Counsel’s request for an award

of attorneys’ fees and reimbursement of expenses and award to Lead Plaintiffs must be in the


EXHIBIT A-4

3

manner and form explained in the detailed Notice and received no later than ____________, 201__

to each of the following:

Clerk of the Court

United States District Court

District of Connecticut

Abraham A. Ribicoff Federal Building

450 Main Street

Hartford, CT 06103

LEAD COUNSEL:





Jeffry Krinsk, Esq.




San Diego, CA 92101

COUNSEL FOR DEFENDANTS:


Dan Willey, Esq.

WILMER CUTLER PICKERING HALE AND DORR LLP

60 State Street


If you have any questions about the Settlement, you may call or write to Lead Counsel:





Jeffry Krinsk, Esq.




San Diego, CA 92101


EXHIBIT A-4

4

PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING

THIS NOTICE.

Dated: ______________, 2017 __________________________________

BY ORDER OF THE UNITED STATES

DISTRICT COURT FOR THE DISTRICT

OF CONNECTICUT


EXHIBIT B




LITIGATION

)

)

)

)

)

)

)

)

)

)

)

)


[PROPOSED] ORDER AND FINAL JUDGMENT


EXHIBIT B

1

On the ____ day of ____________, 2017, a hearing having been held before this Court to

determine: (1) whether the terms and conditions of the Stipulation and Agreement of Settlement

dated October 2, 2017 (the “Settlement Stipulation”) are fair, reasonable and adequate for the

settlement of all claims asserted by the Settlement Class against the Defendants (as defined in the

Settlement Stipulation), including the release of the Released Claims against the Released Parties,

and should be approved; (2) whether judgment should be entered dismissing this Action with

prejudice; (3) whether to approve the proposed Plan of Allocation as a fair and reasonable method

to allocate the Net Settlement Fund among Settlement Class Members; (4) whether and in what

amount to award Lead Counsel as fees and reimbursement of expenses; and (5) whether and in

what amount to award Lead Plaintiffs as incentive fees; and

The Court having considered all matters submitted to it at the hearing and otherwise; and

It appearing in the record that the Notice substantially in the form approved by the Court

in the Court’s Order Granting Lead Plaintiffs’ Motion for Preliminary Approval of Class Action

Settlement, dated _____________, 2017 (“Preliminary Approval Order”) was mailed to all

reasonably identifiable Settlement Class Members and posted to the website of the Claims

Administrator, both in accordance with the Preliminary Approval Order and the specifications of

the Court; and

It appearing in the record that the Summary Notice substantially in the form approved by

the Court in the Preliminary Approval Order was published in accordance with the Preliminary

Approval Order and the specifications of the Court;

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED

THAT:


EXHIBIT B

2

1. All capitalized terms used herein have the same meanings as set forth and defined

in the Settlement Stipulation.

2. The Court has jurisdiction over the subject matter of the Action, Lead Plaintiff, all

Settlement Class Members, and the Defendants.

3. The Court finds that the prerequisites for a class action under Rule 23(a) and (b)(3)

of the Federal Rules of Civil Procedure have been satisfied in that: (a) the number of Settlement

Class Members is so numerous that joinder of all members thereof is impracticable; (b) there are

questions of law and fact common to the Settlement Class; (c) the claims of the Lead Plaintiff are

typical of the claims of the Settlement Class they seek to represent; (d) Lead Plaintiff fairly and

adequately represent the interests of the Settlement Class; (e) questions of law and fact common

to the members of the Settlement Class predominate over any questions affecting only individual

members of the Settlement Class; and (f) a class action is superior to other available methods for

the fair and efficient adjudication of this Action. The Settlement Class is being certified for

settlement purposes only.

4. The Court hereby finally certifies this action as a class action for purposes of the

Settlement, pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure, on behalf of

all Persons (including, without limitation, their beneficiaries) who purchased Tangoe, Inc.

(“Tangoe”) securities during the period from May 10, 2013 through June 16, 2017, inclusive

(“Settlement Class Period”), except that excluded from the Settlement Class are all: (i) Defendants

and all officers and directors of Tangoe during the Settlement Class Period; (ii) blood relatives and

household members of any Person excluded under section (i) of this definition; (iii) any entities

affiliated with, controlled by, or more than 5% owned by, any person excluded under sections (i)

and (ii) of this definition; (iv) the legal representatives, heirs, successors or assigns of any person


EXHIBIT B

3

excluded under subsections (i) through (iii) of this definition; and (v) Opt-Outs. Pursuant to Rule

23 of the Federal Rules of Civil Procedure, Lead Plaintiff is certified as the class representative on

behalf of the Settlement Class (“Class Representatives”) and Lead Counsel previously selected by

Lead Plaintiff and appointed by the Court are hereby appointed as Co-Class Counsel for the

Settlement Class (“Co-Class Counsel”).

5. In accordance with the Court’s Preliminary Approval Order, the Court hereby finds

that the forms and methods of notifying the Settlement Class of the Settlement and its terms and

conditions met the requirements of due process, Rule 23 of the Federal Rules of Civil Procedure,

and Section 21D(a)(7) of the Exchange Act, 15 U.S.C. § 78u-4(a)(7), as amended by the Private

Securities Litigation Reform Act of 1995; constituted the best notice practicable under the

circumstances; and constituted due and sufficient notice of these proceedings and the matters set

forth herein, including the Settlement and Plan of Allocation, to all persons and entities entitled to

such notice. No Settlement Class Member is relieved from the terms and conditions of the

Settlement, including the releases provided for in the Settlement Stipulation, based upon the

contention or proof that such Settlement Class Member failed to receive actual or adequate notice.

A full opportunity has been offered to the Settlement Class Members to object to the proposed

Settlement and to participate in the hearing thereon. The Court further finds that the notice

provisions of the Class Action Fairness Act, 28 U.S.C. § 1715, were fully discharged. Thus, it is

hereby determined that all Settlement Class Members are bound by this Order and Final Judgment

except those persons listed on Exhibit A to this Order and Final Judgment.

6. The Settlement is approved as fair, reasonable, and adequate, and in the best

interests of the Settlement Class. This Court further finds that the Settlement set forth in the

Settlement Stipulation is the result of good faith, arm’s-length negotiations between experienced


EXHIBIT B

4

counsel representing the interests of the Class Representative, Settlement Class Members, and

Defendants. The Settling Parties are directed to consummate the Settlement in accordance with the

terms and provisions of the Settlement Stipulation.

7. The Action and all claims contained therein, as well as all of the Released Claims,

are dismissed with prejudice as against each and all of the Defendants. The Parties are to bear their

own costs, except as otherwise provided in the Settlement Stipulation.

8. The Releasing Parties, on behalf of themselves, their successors and assigns, and

any other Person claiming (now or in the future) through or on behalf of them, regardless of

whether any such Releasing Party ever seeks or obtains by any means, including without limitation

by submitting a Proof of Claim and Release Form, any disbursement from the Settlement Fund,

shall be deemed to have, and by operation of this Order and Final Judgment shall have, fully,

finally, and forever released, relinquished, and discharged all Released Claims against the

Released Parties. The Releasing Parties shall be deemed to have, and by operation of this Order

and Final Judgment shall have, covenanted not to sue the Released Parties with respect to any and

all Released Claims in any forum and in any capacity. The Releasing Parties shall be and hereby

are permanently barred and enjoined from asserting, commencing, prosecuting, instituting,

assisting, instigating, or in any way participating in the commencement or prosecution of any

action or other proceeding, in any forum, asserting any Released Claim, in any capacity, against

any of the Released Parties. Nothing contained herein shall, however, bar the Releasing Parties

from bringing any action or claim to enforce the terms of the Settlement Stipulation or this Order

and Final Judgment.

9. The Released Parties, on behalf of themselves, their heirs, executors, predecessors,

successors and assigns, shall be deemed to have, and by operation of this Order and Final Judgment


EXHIBIT B

5

shall have, fully, finally, and forever released, relinquished, and discharged the Lead Plaintiff,

Settlement Class Members and Lead Counsel from all Claims which arise out of or relate in any

way to the institution, prosecution, or settlement of the claims against the Defendants (the

“Defendant Released Claims”), and shall be permanently enjoined from prosecuting the Defendant

Released Claims against the Lead Plaintiff, Settlement Class Members and Lead Counsel. Nothing

contained herein shall, however, bar the Defendants or any Released Party from bringing any

action or claim to enforce the terms of the Settlement Stipulation or this Order and Final Judgment.

10. To the fullest extent permitted by law, all Persons shall be permanently enjoined,

barred and restrained from bringing, commencing, prosecuting or asserting any claims, actions, or

causes of action for contribution, indemnity or otherwise against any of the Released Parties

seeking as damages or otherwise the recovery of all or any part of any liability, judgment or

settlement which they pay or are obligated to pay or agree to pay to the Settlement Class or any

Settlement Class Member arising out of, relating to or concerning such Persons’ participation in

any acts, facts, statements or omissions that were or could have been alleged in the Action, whether

arising under state, federal or foreign law as claims, cross-claims, counterclaims, third-party claims

or otherwise, in the Court or any other federal, state, or foreign court, or in any arbitration

proceeding, administrative agency proceeding, tribunal, or any other proceeding or forum. Further,

nothing in the Settlement Stipulation or this Order and Final Judgment shall apply to bar or

otherwise affect any claim for insurance coverage by any Defendant.

11. The Court hereby finds that the proposed Plan of Allocation is a fair and reasonable

method to allocate the Net Settlement Fund among Settlement Class Members, and Lead Counsel

and the Claims Administrator are directed to administer the Plan of Allocation in accordance with

its terms and the terms of the Settlement Stipulation.


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6

12. The Court finds that all Settling Parties and their counsel have complied with all

requirements of Rule 11 of the Federal Rules of Civil Procedure and the Private Securities

Litigation Record Act of 1995 as to all proceedings herein.

13. Neither this Order and Final Judgment, the Settlement Stipulation (nor the

Settlement contained therein), nor any of its terms and provisions, nor any of the negotiations,

documents or proceedings connected with them:

(a) is or may be deemed to be, or may be used as an admission, concession, or

evidence of, the validity or invalidity of any Released Claims, the truth or falsity of any

fact alleged by the Lead Plaintiff, the sufficiency or deficiency of any defense that has been

or could have been asserted in the Action, or of any wrongdoing, liability, negligence or

fault of the Defendants, the Released Parties, or any of them;

(b) is or may be deemed to be or may be used as an admission of, or evidence

of, any fault or misrepresentation or omission with respect to any statement or written

document attributed to, approved or made by any of the Defendants or Released Parties in

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

other tribunal;

(c) is or may be deemed to be or shall be used, offered or received against the

Settling Parties, Defendants or the Released Parties, or each or any of them, as an

admission, concession or evidence of the validity or invalidity of the Released Claims, the

infirmity or strength of any claim raised in the Action, the truth or falsity of any fact alleged

by the Plaintiffs or the Settlement Class, or the availability or lack of availability of

meritorious defenses to the claims raised in the Action;


EXHIBIT B

7

(d) is or may be deemed to be or shall construed as or received in evidence as

an admission or concession against Defendants, or the Released Parties, or each or any of

them, that any of Lead Plaintiff’s or Settlement Class Members’ claims are with or without

merit, that a litigation class should or should not be certified, that damages recoverable in

the Action would have been greater or less than the Settlement Fund or that the

consideration to be given pursuant to the Stipulation represents an amount equal to, less

than or greater than the amount which could have or would have been recovered after trial.

14. The Released Parties may file the Settlement Stipulation and/or this Order and Final

Judgment in any other action that may be brought against them to support a defense or

counterclaim based on principles of res judicata, collateral estoppel, full faith and credit, release,

good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue

preclusion or similar defense or counterclaim.

15. Except as otherwise provided herein or in the Settlement Stipulation, all funds held

by the Co-Escrow Agents shall be deemed to be in custodia legis and shall remain subject to the

jurisdiction of the Court until such time as the funds are distributed or returned pursuant to the

Settlement Stipulation and/or further order of the Court.

16. Exclusive jurisdiction is hereby retained over the Settling Parties and the Settlement

Class Members for all matters relating to the Action, including the administration, interpretation,

effectuation or enforcement of the Settlement Stipulation and this Order and Final Judgment, and

including any application for fees and expenses incurred in connection with administering and

distributing the Settlement proceeds to the Settlement Class Members.


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8

17. Without further order of the Court, the Defendants and Class Representatives may

agree to reasonable extensions of time to carry out any of the provisions of the Settlement

Stipulation.

18. There is no just reason for delay in the entry of this Order and Final Judgment and

immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the

Federal Rules of Civil Procedure.

19. The finality of this Order and Final Judgment shall not be affected, in any manner,

by rulings that the Court may make on Co-Class Counsel’s application for an award of attorneys’

fees and expenses or an award to the Class Representatives.

20. Co-Class Counsel are hereby awarded ______% of the Settlement Amount in fees,

which the Court finds to be fair and reasonable, and $___________ in reimbursement of expenses.

Defendants shall have no responsibility for any allocations of attorneys’ fees and expenses, and

shall have no liability to Co-Class Counsel or any other person in connection with the allocation

of attorneys’ fees and expenses. Class Representatives are each hereby awarded $_____________,

which the Court finds to be fair and reasonable.

21. In the event the Settlement is not consummated in accordance with the terms of the

Settlement Stipulation, then the Settlement Stipulation and this Order and Final Judgment

(including any amendment(s) thereof, and except as expressly provided in the Settlement

Stipulation or by order of the Court) shall be null and void, of no further force or effect, and without

prejudice to any Settling Party, and may not be introduced as evidence or used in any action or

proceeding by any Person against the Settling Parties or the Released Parties, and each Settling

Party shall be restored to his, her or its respective litigation positions as they existed prior to July

27, 2017, pursuant to the terms of the Settlement Stipulation.


EXHIBIT B

9

Dated: ___________, 2017 ______________________________

HON. VANESSA L. BRYANT

UNITED STATES DISTRICT JUDGE


EXHIBIT 2

FINKELSTEIN & KRINSK LLP ATTORNEYS AT LAW

FINKELSTEIN & KRINSK, LLP

PAGE 1

The following is a concise summary of the resume of the law firm of Finkelstein &

Krinsk LLP. The named partners of this San Diego, California-based law firm have been

recognized for successfully prosecuting hundreds of class action lawsuits since 1987. The firm’s

experience centers on the prosecution of violations of the federal and state securities and antitrust

laws, the laws of corporate governance, including derivative actions, and business/consumer

fraud cases.

THE FIRM

Since its inception, the firm has specialized in investigating and prosecuting large-scale

securities violations on behalf of private and institutional investors, as well as derivative claims

arising from directors’ failure to comply with their statutory duties. The firm is a long-standing

member of the National Association of Securities and Commercial Law Attorneys and has

received consistent recognition for its creative persistence in handling complex litigation.

The credentials of the firm include being appointed lead counsel and to executive

committee positions on behalf of plaintiff classes in multiple successful securities fraud,

shareholder derivative and consumer class action cases, including, for example, In Re Chiron

Shareholders Derivative Litigation, a shareholder derivative action alleging various breaches of

fiduciary duties; In Re Chiron Shareholders Deal Litigation, a shareholder class action involving

a $4.5 billion merger transaction; In Re Great American Bank Securities Litigation, a class action

alleging violations of the Federal Securities Acts; In Re Safeskin Sec. Litig. (same); In Re Revlon

Sec. Litig. (same); Risk v. Caribiner International; Hurst v. Monarch Equities Corporation, a

class action alleging violations of the Commodities & Exchange Act; Weld v. Chiron Corp.;

Chiment v. M/A-COM, Inc., a class action alleging violations of ERISA; In Re State Farm

Mutual Automobile Insurance Company, a California resident consumer class action alleging

unfair business practices; In Re Manufacturers Life Insurance Premium Litigation, a nationwide

consumer class action alleging insurance fraud; Levine v. The Guardian Life Insurance Company

of America, a California resident disability policyholder class action; In Re Massachusetts

Mutual Life Ins. Co. Vanishing Premium Sales Litig., a nationwide policyholder class arising out

of “vanishing premium” life insurance policy sales practices; Campbell v. AirTouch Cellular,

nationwide consumer class action against Verizon Wireless for violations of unfair trade

practices (lead counsel in a nationwide consumer class of over 43 million consumers); In Re DSL

Service Cases, a J.C.C.P. California resident class action involving claims of false advertising

and consumer fraud (lead counsel in coordinated action); Burton v. MTL Ins. Co., a nationwide

policyholder class action involving violations of Illinois consumer fraud laws; Kushner v. AT&T

Corp., a California resident consumer class action (lead counsel); Maugeri v. The Credit Store, a

nationwide consumer class action involving deceptive debt collection practices; and Smith v.

Wells Fargo, a California resident consumer class action involving false advertisement claims

(lead counsel); Phebus v. Wells Fargo Bank (lead counsel in coordinated action); Feferman v.

Hewlett Packard (lead counsel); Berensen v. Toyota Motor Corp. (lead counsel); Maugeri v. The


EXHIBIT 2



PAGE 2

Credit Store, (lead counsel); Sanai v. BMW of North America, LLC; Hahn v. Massage Envy

Franchising LLC (lead counsel).

The firm has successfully prosecuted hundreds of class action securities and consumer

cases recovering hundreds of millions of dollars in losses suffered by victims of business,

consumer and similar fraud recovering billions of dollars in losses.

In the insurance related area, the firm was lead counsel in Tench v. Jackson National Life

Ins. Co., an Illinois resident policyholder class for violations of Illinois consumer fraud laws

arising from the sale of “vanishing premium” life insurance products; and Albanoski v. American

National Insurance Company, a California resident class arising out of unlawful and deceptive

sales practices involving the sale of universal life insurance products. In addition, the firm has

also jointly prosecuted a number of cases throughout the United States against numerous

insurance companies for various improper claims practices.

MANAGING PARTNER

JEFFREY R. KRINSK

Jeffrey R. Krinsk graduated in 1974 from Boston University Law School in Boston,

Massachusetts, and was admitted to active practice in the State of New York on November 17,

1975. As an associate at the New York law firm of Norton & Christenson, he contributed to

numerous cases involving intricate violations of federal law and, thereafter, participated in

assorted complex litigation against large corporations and particularly the United States

Government and/or the Corps of Engineers.

This extensive litigation experience resulted in Mr. Krinsk relocating to California after

being asked to join Hang Ten International, Inc. as Staff Counsel and, shortly thereafter, became

General Counsel and Chief Legal Officer. Mr. Krinsk was subsequently promoted to Chief

Operating Officer and General Counsel for the corporation, overseeing and managing in excess

of thirty-five law firms in over sixty countries while fulfilling corporate litigation and

transactional needs. In 1983, Mr. Krinsk relocated to Los Angeles, California, after joining

Guess?, Inc. as its President, assuming a broad array of related legal and operational

responsibilities as its licensing head. Thereafter, Mr. Krinsk was elected Chairman and CEO of

publicly-traded Fabulous Inns of America, conducting complex derivative and securities

litigation on behalf of its shareholders. This substantial business experience has provided an

invaluable perspective in the prosecution of class actions against corporate defendants. Mr.

Krinsk has effectively prosecuted and managed a host of class actions for Finkelstein & Krinsk

over the last twenty-five years.


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PAGE 3

ASSOCIATES

DAVID J. HARRIS, JR.

David J. Harris, Jr. joined Finkelstein & Krinsk LLP in 2015 and specializes in securities

and consumer class actions. Prior to joining the Firm, Mr. Harris specialized in class action

litigation at another leading plaintiffs’ firm, representing institutional and individual investors in

securities fraud actions nationwide. Mr. Harris was a member of two litigation teams that

recovered over $100 million on behalf of aggrieved investors in mortgage-backed securities class

actions. He was also part of a trial team that recovered $65 million from a healthcare services

company on the eve of trial, in an action alleging securities fraud under the Securities Exchange

Act of 1934. In addition, Mr. Harris achieved a $10 million recovery on behalf of damaged

investors in an oil company that allegedly overstated its oil production prospects in an initial

public offering. Mr. Harris was a member of the appellate team that won a landmark victory

before the United States Supreme Court in Omnicare, Inc. v. Laborers Dist. Council

Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), which shaped and refined

securities issuers’ disclosure obligations under the Securities Act of 1933. He is currently

representing the petitioner in a complex case pending before the California Supreme Court,

which will determine the meaning of “insurance” under California law and the proper application

of the California Insurance Code to risk-related consumer transactions.

Mr. Harris graduated from the Boston University School of Law in 2012. While in law

school, Mr. Harris served as an editor of the Review of Banking & Financial Law, and as a

student-attorney in Boston University’s Criminal Practice Clinic. Mr. Harris was also selected as

a Legal Writing Fellow to assist in teaching first-year law students’ writing courses. Prior to law

school, he worked as an operations analyst and project manager for a leading e-discovery

services provider. Mr. Harris graduated magna cum laude from Rensselaer Polytechnic Institute

in 2006, with a Bachelor of Science degree in Mathematics and a concentration in Operations

Research.

Mr. Harris is admitted to practice in the State of California and in the United States

District Courts for the Northern, Southern, Central, and Eastern Districts of California, and in the

United States District Court for the Western District of Wisconsin.

TRENTON R. KASHIMA


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PAGE 4

Trenton R. Kashima joined Finkelstein & Krinsk LLP as an associate attorney in 2013

upon graduating from the University of San Diego School of Law. Mr. Kashima currently

specializes in consumer class actions, with a particular emphasis on the false advertising of food

and beverage products. While at Finkelstein & Krinsk LLP, Mr. Kashima lead discovery efforts

in Hahn v. Massage Envy Franchising LLC, 3:12-cv-00153-DMS-BGS (S.D. Cal.). Mr.

Kashima also helped develop Finkelstein & Krinsk LLP’s appellate practice, assisting in briefing

Heckart v. A-1 Self Storage et al., No. S232322 (Cal. 2016) and leading the firm’s efforts in

Wiseley v. Amazon.com Inc., No. 15-56799 (9th Cir. 2015). In addition to practicing law, Mr.

Kashima is currently an Adjunct Professor at the University of San Diego School of Law.

Prior to attending law school, Mr. Kashima was a student at the Maastricht University, in

the Netherlands, where he earned an LL.M. in Globalization and Law. During his time at

Maastricht University, Mr. Kashima was a Dutch National Semi-Finalist in the International

Client Counseling Competition. Mr. Kashima earned his Juris Doctorate from the University of

San Diego School of Law, where he was the Senior Editor of the San Diego Journal of Climate

and Energy Law, an Honor Court Justice, and President of the VICAM (Vis International

Commercial Arbitration Moot) team. During his time at USD School of Law, Mr. Kashima

earned CALI Awards in Agency, Partnership & the LLC, Climate Change Law & Policy, and

Anti-Trust. He also received the 2013 USD Enhancement Award.

Mr. Kashima was admitted to practice in the State of California on November 26, 2013.

Mr. Kashima is also admitted to practice in the United States District Courts for the Northern and

Southern Districts of California, and Ninth Circuit Court of Appeals.

LAUREN R. PRESSER

Lauren R. Presser joined Finkelstein & Krinsk LLP as an associate attorney in 2017. Ms.

Presser currently focuses on consumer class actions. Prior to joining Finkelstein & Krinsk, Ms.

Presser has litigated on behalf of corporations in regards to labor and employment disputes,

intellectual property issues, and real property disputes. During her short time at Finkelstein &

Krinsk LLP, Ms. Presser has lead discovery law and motion efforts in Krinsk v. Monster

Beverage Company, et al., 37-2014-20192-CU-BT-CTL.

Ms. Presser earned her Juris Doctorate from the University of San Diego School of Law,

with a concentration in Business and Corporate law. During her time at USD School of Law,

Ms. Presser successfully litigated a 9th Circuit case against the State of Arizona and a private

company in Castle v. Eurofresh, Inc., 734 F.Supp. 2d 938. Ms. Presser has additionally used her

mastery of six languages to assist in immigration cases pro bono, and was awarded the

Certificate of Merit in Recognition of Service for her pro bono work. Prior to law school, Ms.

Presser helped found a successful private company while obtaining her degree from University

of California, San Diego with Provost Honors.


EXHIBIT 2



PAGE 5

Ms. Presser was admitted to practice in the State of California on December 3, 2013. Ms.

Presser is also admitted to practice in the United States District Court for the Southern District of

California.

For more information regarding the firm and a list of cases successfully prosecuted by the

firm, please contact:


Carol L. Grace

Firm Administrator


San Diego, California 92101

Tel: 619/238-1333 Fax: 619/238-5425


EXHIBIT 3

ROSEN LAW FIRM BIOGRAPHY 1

THE ROSEN LAW FIRM P.A.

BIOGRAPHY

I. ATTORNEYS

LAURENCE ROSEN - MANAGING PARTNER

Laurence Rosen is a 1988 graduate of New York University School of Law. He earned

an M.B.A. in finance and accounting at the University of Chicago Graduate School of Business

and a B.A. in Economics from Emory University. Mr. Rosen served as a law clerk to the

Honorable Stanley S. Brotman, Senior United States District Judge for the District of New

Jersey. Mr. Rosen entered private practice as an associate at the law firm of Skadden Arps Slate

Meagher & Flom in New York City where he participated in a number of complex securities

class action and derivative litigation matters. He later served as an associate at McCarter &

English in Newark, New Jersey where he specialized in securities and business litigation.

After practicing general securities and commercial litigation in New York City with

Solton Rosen & Balakhovsky LLP, Mr. Rosen founded The Rosen Law Firm to represent

investors exclusively in securities class actions and derivative litigation. Mr. Rosen is admitted

to practice law in New York, California, Florida, New Jersey and the District of Columbia. Mr.

Rosen is also admitted to practice before numerous United States District Courts throughout the

country and the United States Court of Appeals for the Second, Fourth, and Sixth Circuits.

PHILLIP KIM – PARTNER

Mr. Kim graduated from Villanova University School of Law in 2002. He received a

B.A. in Economics from The Johns Hopkins University in Baltimore, Maryland in 1999. Prior to

joining The Rosen Law Firm, Mr. Kim served as Assistant Corporation Counsel for the City of

New York in the Special Federal Litigation Division. In that position, Mr. Kim defended a

number of class action lawsuits, litigated numerous individual actions, and participated in more


EXHIBIT 3


than seven trials. Mr. Kim focuses his practice on securities class actions and shareholder

derivative litigation. Mr. Kim is admitted to the bar of the State of New York and admitted to

practice in the United States District Courts for the Southern District of New York, the Eastern

District of New York and the District of Colorado, and the United States Court of Appeals for

the Second Circuit.

JACOB A. GOLDBERG – PARTNER

Mr. Goldberg is a 1988 graduate of Columbia University. Mr. Goldberg received his

J.D., cum laude, from the Temple University School of Law in 1992. For over 23 years, Mr.

Goldberg has litigated complex cases at the highest levels, championing the rights of investors,

employees and consumers. Mr. Goldberg has recovered over $200 million for investors in

securities class actions. In addition to serving in leadership roles in securities class actions, Mr.

Goldberg has litigated many cases under state corporations laws, against faithless boards of

directors both on behalf of shareholders, in the mergers and acquisitions context, and,

derivatively, on behalf of corporations, to remedy harm to the corporation itself. Mr. Goldberg is

admitted to practice law in the Commonwealth of Pennsylvania, the United States Supreme

Court, the United States Court of Appeals for the Second, Third, Fourth and Sixth Circuits, and

various United States District Courts across the country.

JONATHAN A. SAIDEL – PARTNER

Mr. Saidel has had a long and distinguished career in Pennsylvania politics, as well as in

the roles of attorney, accountant and author. He served as Philadelphia city controller for four

consecutive terms, each time earning reelection by a wide margin, and enacting financial reforms

that have saved taxpayers upwards of $500 million. Later, in 2010 he went on to campaign for

lieutenant governor of Pennsylvania, where he was runner-up to Scott Conklin by only a few

thousand votes out of almost 1 million cast. A Lifelong resident of Northeast Philadelphia, Mr.


EXHIBIT 3


Saidel’s tireless dedication to fiscal discipline reduced the city's tax burden and spurred

economic development. Mr. Saidel also pushed for important business tax incentives and

expanded minority and small business lending, all of which have revitalized the city, helping it

prosper and come back from the brink of bankruptcy in the early 1990's to become one of the

most vibrant cities on the East Coast.

Mr. Saidel’s book, "Philadelphia: A New Urban Direction", is widely considered an

essential guide for effective government and corporate governance and is required reading at

many colleges and universities.

Mr. Saidel received his JD from the Widener University of Law and is a graduate of

Temple University. He is also an adjunct lecturer at the University of Pennsylvania Fels Institute

of Government, and Drexel University's MBA Program. In addition to being a Certified Public

Account, Jonathan is a recipient of the National Association of Local Government Auditor's

Knighton Award, the President's Council on Integrity and Efficiency Award for Excellence,

multiple special project awards from the National Association of Local Government Auditors,

and the "Controller of the Year" award, a peer recognition presented by the Pennsylvania City

Controllers Association.

JOSHUA BAKER – ATTORNEY

Mr. Baker is a graduated from the New York University School of Law in 2013. He

received a B.A. from the University of Maryland in 2009. Prior to joining the Rosen Law Firm,

Mr. Baker practiced complex commercial litigation for a New York firm. He is admitted to

practice in New York, Massachusetts, and United States District Courts for the Eastern and

Southern Districts of New York.


EXHIBIT 3


KEVIN CHAN - ATTORNEY

Mr. Chan graduated from Brooklyn Law School in 2012. He received an A.B. in

Psychology from Harvard University in 2007. Prior to joining the Rosen Law Firm, Mr. Chan

gained substantive experience as an intern with the U.S. Securities and Exchange Commission as

part of its Summer Honors Law Program. He is admitted to practice in the State of New York

and in the United States District Courts for the Eastern and Southern Districts of New York.

JING CHEN - ATTORNEY

Ms. Chen received a Juris Doctor degree from Pace University School of Law in 2011,

Juris Master degree from China University of Political Science and Law in Beijing, China and

B.A. in English Literature and Linguistics from Shandong University in Jinan, China. She is

admitted to practice in New York, New Jersey and China. Prior to joining The Rosen Law Firm,

Ms. Chen practiced corporate law, commercial transactions and arbitration for over two years.

SARA FUKS – ATTORNEY

Ms. Fuks graduated from Fordham University School of Law, cum laude, in February

2005, where she was a member of Fordham Law Review. She received her B.A. in Political

Science, magna cum laude, from New York University in 2001. Ms. Fuks began her practice at

Dewey Ballantine, LLP where she focused on general commercial litigation and then went on to

prosecute numerous ERISA and securities class actions as an associate at Milberg LLP. Ms.

Fuks is admitted to the bar of the State of New York and admitted to practice in the United States

Southern and Eastern District Courts of New York.

GONEN HAKLAY – ATTORNEY

Mr. Haklay graduated from Stanford University School of Law in 1995. He received a

B.A. in Political Science from The University of Massachusetts at Amherst in 1992. After

several years as an associate at a large Philadelphia law firm, Mr. Haklay joined the Philadelphia


EXHIBIT 3


District Attorney’s office. As a prosecutor, he tried over 100 criminal jury cases and handled

both capital and non-capital homicide cases. After 12 years as prosecutor, Mr. Haklay joined a

prominent plaintiffs’ firm where he tried over ten asbestos cases, recovering millions of dollars

for his clients. As a young man, Mr. Haklay served as an infantryman in the Israel Defense

Forces. Mr. Haklay is admitted to the bars of the Commonwealth of Pennsylvania, the State of

New Jersey, the United States District Court for the Eastern District of Pennsylvania, and the

United States Third Circuit Court of Appeals.

LEAH HEIFETZ - ATTORNEY

Ms. Heifetz is a 2009 graduate of Columbia University Law School, and received a B.A.

from the University of Pennsylvania. Ms. Heifetz served as a Law Clerk to the Honorable

Cynthia S. Kern, New York State Supreme Court, New York County. She has extensive

experience in class action litigation, having previously practiced at a large class action firm

representing shareholders in merger and acquisition litigation as well as shareholder derivative

actions. Ms. Heifetz has worked on case teams that secured significant financial recoveries for

stockholders as well as corporate governance reforms in the Delaware Court of Chancery and

other courts throughout the country.

JONATHAN HORNE- ATTORNEY

Mr. Horne is a 2009 graduate of New York University School of Law, where he received

the Lederman/Milbank Law, Economics, and Business fellowship, and holds a B.A. in

Economics & Philosophy from the University of Toronto. Mr. Horne began his practice at Kaye

Scholer LLP. Mr. Horne specializes in securities litigation. He is admitted to practice in New

York and the United States District Courts for the District of Colorado and the Southern and

Eastern Districts of New York. Mr. Horne was named a Super Lawyer – Rising Star for the New

York Metro Area.


EXHIBIT 3


KEITH R. LORENZE – ATTORNEY

Mr. Lorenze graduated from the University of Virginia School of Law in 2002. He

received a B.A. in Political Science & History, summa cum laude, from the State University of

New York at Binghamton, where he was elected to Phi Beta Kappa. Mr. Lorenze served as a

judicial law clerk at both the trial and appellate court levels. Following the completion of his

clerkships, he entered private practice, where he worked at small, mid-sized, and large law firms

in Philadelphia, New York, and Houston. Mr. Lorenze is admitted to practice in the

Commonwealth of Pennsylvania, New York, Texas, and various United States District Courts

around the country.

DANIEL SADEH – ATTORNEY

Mr. Sadeh graduated from the Georgetown University Law Center in 2015. He received

his B.A. from CUNY Queens College in 2012. Mr. Sadeh focuses his practice on securities

litigation. He is admitted to practice in the State of New York.

YU SHI – ATTORNEY

Mr. Shi received his J.D. from Columbia University School of Law in 2011 and his B.A.,

cum laude, from Columbia University in 2008. Prior to joining The Rosen Law Firm, Mr. Shi

served as a Special Assistant Corporation Counsel in the New York City Law Department’s

Economic Development Division, where he worked on business and commercial transactions

involving the City of New York. Mr. Shi focuses his practice on securities litigation. He is

admitted to practice in the State of New York and the United States District Court for the

Southern District of New York.

JONATHAN STERN – ATTORNEY

Mr. Stern graduated from New York University School of Law in May of 2008, where he

was a Development Editor of the Annual Survey of American Law. He received his B.A. in


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Philosophy with Honors from McGill University. Mr. Stern began his practice in the litigation

department of Simpson Thacher & Bartlett LLP, and then went on to practice at the litigation

boutique of Simon & Partners LLP, where he participated in a Federal trial. Mr. Stern is

admitted to the bar of the State of New York and admitted to practice in the United States

Southern and Eastern District Courts of New York.

ERICA STONE- ATTORNEY

Ms. Stone graduated from the Benjamin N. Cardozo School of Law in 2013. She received

her B.A. in Political Science and Communications, cum laude, from the University of

Pennsylvania in 2009. She is admitted to practice in New York, New Jersey, and the United

States District Courts for the Southern District of New York and the District of New Jersey.

CHRISTOPHER S. HINTON – OF COUNSEL

Mr. Hinton is admitted to the bars of the State of New York, the United States District

Court for the Southern District of New York, United States District Court for the Eastern District

of Wisconsin, and the United States District Court for the District of Nebraska. He received a

B.A. degree in Economics and Political Science in 1997, magna cum laude, from Marquette

University, where he was elected to Phi Beta Kappa, and received a J.D. degree, cum laude, from

University of Illinois College of Law at Champaign in 2002. His primary area of practice is

securities and ERISA class action litigation. He co-authored Foreign Investors Serving as Lead

Plaintiffs in U.S.- Based Securities Cases, International Practice Section Newsletter (Association

of Trial Lawyers of America, Washington, D.C.), Winter 2004 and Spring 2005. Mr. Hinton has

been a member of the plaintiffs’ bar since 2003 and has focused on class action litigation.

II. RECENT ACCOMPLISHMENTS OF THE ROSEN LAW FIRM PA

Hayes v. Magnachip Semiconductor Corp., No. 12-CV-1160-JST. The Rosen Law Firm

is currently serving as co-Class Counsel in this certified class action pending in the U.S. District


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Court for Northern District of California. The complaint alleges violations of §§10b and 20(a) of

the Securities Exchange Act arising out of the Company’s issuance of false financial statements.

The parties agreed to a partial settlement of the action for $23.5 million in cash with company

defendants. Plaintiffs secured an additional $6.2 million cash settlement from certain controlling

shareholder defendants—pending Court approval. The total settlement in this case is $29.7

million.

Beck v. Walter Investment Management, No. 14-cv-20880-UU. The Rosen Law Firm

was co-Lead Counsel in this consolidated class action in the U.S. District Court for Southern

District of Florida. The complaint alleged violations of §§10b and 20(a) of the Securities

Exchange Act arising out of the Company concealing its true financial condition. The parties

settled the action for $24 million in cash.

Deering v. Galena Biopharma, Inc., No. 3:14-cv-00367-SI (Partial Settlement). The

Rosen Law Firm is currently serving as co-Lead Counsel in this class action pending in the U.S.

District Court for District of Oregon. The complaint alleges violations of §§10b and 20(a) of the

Securities Exchange Act arising out of the Company concealing an undisclosed stock promotion

scheme. The parties have agreed to a partial settlement of the action for $20 million consisting

of $19 million in cash and $1 million in stock.

Yang v. Tibet Pharmaceuticals, Inc., No. 14-cv-3538. The Rosen Law Firm was sole

Lead Counsel in this consolidated class action in the U.S. District Court for the District of New

Jersey. The complaint alleged violations of the Securities Act of 1933 in connection with

material misrepresentations in the Company’s Registration Statement and Prospectus. Plaintiffs

and the underwriters have agreed to settle their claims for $14 million proof of claim in

bankruptcy court. Plaintiffs have also agreed to a $2.075 million settlement with Tibet’s auditor.


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In re Silvercorp Metals, Inc. Securities Litigation, No. 12-CV-9456 (JSR). The Rosen

Law Firm was counsel to lead plaintiff in this consolidated class action in the U.S. District Court

for Southern District of New York. The complaint alleged violations of §§10b and 20(a) of the

Securities Exchange Act arising out of the Company’s issuance of materially false and

misleading financial information. The parties agreed to settle this action for $14 million in cash.

Hellum v. Prosper Marketplace, Inc., No. CGC-08-482329. The Rosen Law Firm was

class counsel in this certified class action in California Superior Court, San Francisco County

alleging violations of the Securities Act of 1933 and the California Corporations Code in

connection with defendants’ offer and sale of unregistered securities. Plaintiffs settled this action

for $10 million in cash.

In re Textainer Financial Servs. Corp., No. CGC 05-440303. The Rosen Law Firm was

Co-Lead Counsel in this class action in the California Superior Court, San Francisco County

alleging breach of fiduciary duty in connection with the sale of the assets of six related publicly

traded limited partnerships. After winning the first phase of a multi-phase bench trial, Plaintiffs

obtained a $10 million cash settlement for class members.

Friedman v. Quest Energy Partners LP, et al., No. CIV-08-936-M. The Rosen Law Firm

was sole Lead Counsel on behalf of purchasers of Quest Resource Corporation’s securities in this

consolidated class action filed in the U.S. District Court for the Western District of Oklahoma.

The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out

of the Company’s issuance of materially false and misleading statements in connection with the

Company’s former CEO and CFO misappropriating nearly $10 million. All classes and parties

to this litigation settled this action for $10.1 million in cash.

In re Puda Coal Securities Litigation, No. 11-CV-2598 (DLC) (Partial Settlement). The

Rosen Law Firm is currently serving as co-Lead Counsel in this consolidated class action


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pending in the U.S. District Court for the Southern District of New York. The complaint alleges

violations of the Exchange Act and Securities Act arising out of the Company’s issuance of

materially false and misleading financial statements. The parties agreed to settle Plaintiffs’

claims against the underwriters and certain other defendants for $8.7 million. The case continues

against other defendants.

Hufnagle v. RINO International Corporation, No. CV 10-8695-VBF (VBKx). The Rosen

Law Firm was sole Lead Counsel in this consolidated class action in the U.S. District Court for

the Central District of California. The complaint alleged violations of §§10b and 20(a) of the


misleading statements of revenue and earnings. The parties settled this action against the

company and its auditor for a total of $8,685,000 in cash.

In re Montage Technology Group Limited Securities Litigation, No. 3:2014-cv-0722 (SI).

The Rosen Law Firm is currently serving as sole Lead Counsel in this consolidated class action

pending in the U.S. District Court for the Northern District of California. The complaint alleges

violations of §§ 10b and 20(a) of the Securities Exchange Act arising out of the Company’s

issuance of false statements relating to certain undisclosed related party transactions and the

Company’s revenue. The parties agreed to settle this action for $7.25 million pending Court

approval.

Blitz v. AgFeed Industries, No. 3:11-0992. The Rosen Law Firm was co-Lead Counsel

in this consolidated class action in the U.S. District Court for the Middle District of Tennessee.


of the Company’s issuance of materially false and misleading financial information. The parties

agreed to settle this action for $7 million in cash.


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Cole v. Duoyuan Printing, Inc., No. 10-CV-7325(GBD). The Rosen Law Firm was Co-

Lead Counsel in this class action in the U.S. District Court for the Southern District of New

York. The complaint alleged violations of §§ 11, 12(a)(2), and 15 of the Securities Act of 1933

and §§10b and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of

materially false and misleading statements about the Company’s true financial condition and

adequacy of the Company’s internal controls. Plaintiffs and the issuer defendants agreed to a

partial settlement of $4.3 million cash payment to class members. Plaintiffs and the underwriters

agreed to a separate $1,893,750 cash payment to class members. The total settlement was

$6,193,750 in cash.

In re Nature’s Sunshine Products, Inc. Securities Litigation, No. 2:06-cv-00267-TS-SA.

The Rosen Law Firm was sole Lead Class Counsel in this class action in the U.S. District Court

for the District of Utah. The complaint alleged violations of §§ 10b and 20(a) of the Securities

Exchange Act arising out of the Company’s materially false and misleading statements

concerning its financial statements and business practices. Following the certification of the

class and extensive discovery, Plaintiffs agreed to settle this case for $6 million in cash.

Miller v. Global Geophysical Services, No. 14-CV-708. The Rosen Law Firm was Lead

Counsel in this consolidated class action in the U.S. District Court for Southern of Texas. The

complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act and Sections 11

and 15 of the Securities Act arising out a financial restatement. The parties settled this case for

$5.3 million in cash.

Bensley v. FalconStor Software, Inc., No. 10-CV-4672 (ERK) (CLP). The Rosen Law

Firm was sole Lead Counsel in this consolidated class action in the U.S. District Court for the

Eastern District of New York. The complaint alleged violations of §§10b and 20(a) of the



EXHIBIT 3


misleading statements about the Company’s true financial and business condition. The parties

agreed to settle this action for $5 million in cash.

Berry v. KIOR, Inc., No. 13-CV-2443. The Rosen Law Firm was co-Lead Counsel in

this class action in the U.S. District Court for the Southern District of Texas. The complaint

alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out of the

Company’s issuance of materially false and misleading financial statements. The parties settled

this action for $4.5 million.

In re Entropin, Inc. Securities Litigation, Case No. CV 04-6180-RC. The Rosen Law

Firm was counsel to Plaintiff in this securities class action in the United States District Court for

the Central District of California, and Lead Counsel in the related class action brought in

California state court against Entropin, Inc., a defunct pharmaceutical company. These actions

alleged violations of §§ 10b and 20(a) of the Securities Exchange Act and violations various

state securities laws arising out of allegedly false and misleading statements about the

Company’s lead drug candidate Esterom, respectively. On the eve of trial, Defendants agreed to

settle these cases for a $4.5 million cash payment to class members.

Fitzpatrick v. Uni-Pixel, Inc., No. 13-CV-01649. The Rosen Law Firm was co-Lead

Counsel in this class action pending in the U.S. District Court for the Southern District of Texas.


of the Company concealing its true financial condition. The parties settled this action for $4.5

million consisting of $2.35 million in cash and $2.15 million in stock.

Munoz v. China Expert Technology, Inc., Case No. 07-CV-10531 (AKH). The Rosen

Law Firm was sole Lead Counsel in this class action in the U.S. District Court for the Southern

District of New York. The complaint alleged violations of §§10b and 20(a) of the Securities

Exchange Act arising out of: (a) the Company’s issuance of materially false statements of


EXHIBIT 3


revenues and earnings; and (b) the Company’s auditors’ issuance of materially false and

misleading “clean” audit opinions. The parties settled this action for $4.2 million cash payment

to class members.

Snellink v. Universal Travel Group, Inc., Case No.11-CV-2164. The Rosen Law Firm

was sole Lead Counsel in this class action in the U.S. District Court for the District of New

Jersey. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act

arising the issuance of false statements concerning the Company’s true financial condition. The

parties settled this action for $4.075 million.

Stanger v. China Electric Motor, Inc., Case no. CV 11-2794-R (AGRx). The Rosen Law

Firm was sole Lead Counsel in this class action in the U.S. District Court for the Central District

of California. The complaint alleged violations of §§ 11, 12(a)(2), and 15 of the Securities Act

of 1933 in connection with the Company’s $22.5 million initial public offering. The parties

settled this action for $3,778,333.33 in cash.

In re IsoRay, Inc. Securities Litigation, No. 15-cv-5046-LRD. The Rosen Law Firm was

co-Lead Counsel in this consolidated class action in the U.S. District Court for Eastern District

of Washington. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange

Act arising out of the Company misstating certain study results relating to the Company’s

products. The parties settled this action for $3,537,500 in cash.

Rose v. Deer Consumer Products, Inc., No. CV11-3701 –DMG (MRWx). The Rosen

Law Firm was sole Lead Counsel in this class action pending in the U.S. District Court for the

Central District of California. The complaint alleged violations of §§10b and 20(a) of the

Securities Exchange Act arising from the issuance of false statements concerning the Company’s

true financial condition. Plaintiffs settled their claims against Deer and its auditor through two

settlements totaling $3.55 million in cash.


EXHIBIT 3


In re L&L Energy, Inc. Securities Litigation, No. 13-CV-6704 (RA). The Rosen Law

Firm was co-Lead Counsel in this class action in the U.S. District Court for the Southern District

of New York. The complaint alleged violations of §§ 10b and 20(a) of the Securities Exchange

Act arising out of the Company’s issuance of false financial statements. The parties settled this

action for $3.5 million in cash.

Sood v. Catalyst Pharmaceutical Partners, Inc., No. 13-CV-23878-UU. The Rosen Law

Firm was sole lead counsel in this class action filed in the U.S. District Court for the Southern

District of Florida. The complaint alleged that the Company failed to disclose material facts

about its primary drug candidate. The parties settled this action for $3.5 million in cash.

Cheung v. Keyuan Petrochemicals, Inc., No. 13-cv-6057 (PAC). The Rosen Law firm

was sole Lead Counsel in this class action in the U.S. District Court for the Southern District of

New York. The complaint alleged violations of §§ 10b and 20(a) of the Securities Exchange Act

of 1934 in connection with the Company’s failure to disclose material related party transactions

in periodic reports it filed with the SEC. The parties settled this action for $2.65 million in cash.

Separately, in the related case Omanoff v. Patrizio & Zhao LLC, No. 2:14-cv-723-FSH-JBC, The

Rosen Law Firm was sole lead counsel in this class action in the U.S. District Court for the

District of New Jersey. The complaint alleged that Patrizio & Zhao, LLC, as auditor for Keyuan

Petrochemicals, Inc., issued materially false and misleading audit opinions. The parties have

settled this action for $850,000 in cash. The total recovery for Keyuan investors was $3.5

million.

In re StockerYale, Inc. Securities Litigation, Case No. 1:05-cv-00177. The Rosen Law

Firm served as sole Lead Counsel in this consolidated class action in the U.S. District Court for

the District of New Hampshire. The complaint alleged violations of §§ 10b, 20(a) and 20A of

the Securities Exchange Act arising out of the issuance of allegedly false and misleading press


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releases regarding certain contracts the Company claimed to have signed. Plaintiffs settled this

class action for $3.4 million cash payment to class members.

Mallozzi v. Industrial Enterprises of America, Inc., Case No. 07-CV-10321 (GBD). The

Rosen Law Firm was Co-Lead Counsel in this class action in the U.S. District Court for the

Southern District of New York. The complaint alleged violations of §§ 10b and 20(a) of the


misleading statements of revenues and earnings. During the pendency of the Company’s

bankruptcy, the parties settled this class action for $3.4 million in cash.

Napoli v. Ampio Pharmaceuticals, Inc., CV-3474-TJH. The Rosen Law Firm is currently

serving as sole Lead Counsel in this class action pending in the U.S. District Court for the

Central District of California. The complaint alleges violations of §§10b and 20(a) of the

Securities Exchange Act arising out of the Company’s issuance of materially false statements

regarding the clinical testing of one its products. The parties have agreed to settle this action for

$3.4 million in cash, pending court approval.

Kelsey v. Textura Corporation, No. 14 C 7837. The Rosen Law Firm is currently serving

as Lead Counsel in this class action pending in the U.S. District Court for Northern District of

Illinois. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act

arising out allegations that the Company misstated its true financial condition. The parties agreed

to settle this action for $3.3 million pending Court approval.

Ding v. Roka Bioscience, Inc., No. 14-8020 (FLW). The Rosen Law Firm was sole Lead

Counsel in this class action in the U.S. District Court for District of New Jersey. The complaint

alleges violations of §§11 and 15 of the Securities Act arising out of the Company’s issuance of

materially false and misleading business information. The parties agreed to settle this case for

$3.275 million in cash.


EXHIBIT 3


Meruelo Capital Partners 2, LLC et al. v. Wedbush Morgan Securities, Inc., Case no. BC

352498. The Rosen Law Firm was co-counsel to plaintiffs in this action brought in California

Superior Court, Los Angeles County for violations of the California State securities laws against

the securities issuer and broker-dealer in connection with the sale of $2.5 million worth of

securities. On the eve of trial, plaintiffs settled the claims against the issuer for a cash payment

of $1 million. Following an eight day jury trial, Plaintiffs obtained a jury verdict in their favor

and against the underwriter for over $2.2 million (which included prejudgment interest). In sum,

plaintiffs recovered over $3.2 million, which represented 100% of plaintiffs’ principal

investment of $2.5 million and over $700,000 in prejudgment interest. The verdict was affirmed

by the California 2nd District Court of Appeal.

Ray v. TierOne Corporation, Case No. 10CV199. The Rosen Law Firm was sole Lead

Counsel in this class action brought in the U.S. District Court for the District of Nebraska. The

complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act arising out of the

Company’s issuance of materially false and misleading statements of earnings and the

Company’s banking operations and business. The parties settled this action for $3.1 million in

cash.

Van Wingerden v. Cadiz, Inc., No. CV-15-3080-JAK-JEM. The Rosen Law Firm was

co-Lead Counsel in this class action in the U.S. District Court for Central District of California.


of the Company’s issuance of materially false and misleading financial statements. The parties

settled this action for $3 million in cash.

Pham v. China Finance Online Co. Limited, No. CV 15-CV-7894 (RMB). The Rosen


Southern District of New York. The complaint alleged violations of §§10b and 20(a) of the


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misleading financial statements. The parties settled this action for $3 million in cash.

In re Skilled Healthcare Group, Inc. Securities Litigation, Case No. 2:09-CV-5416-DOC

(RZx). The Rosen Law Firm was Co-Lead Counsel in this class action in the U.S. District Court

for the Central District of California. The complaint alleged violations of the §§ 11, 12(a)(2),

and 15 of the Securities Act of 1933 and §§10b and 20(a) of the Securities Exchange Act arising

out of the Company’s issuance of materially false and misleading statements of revenue and

earnings. Plaintiffs settled this action for $3 million in cash.

Abrams v. MiMedx Group, Inc., No. 1:13-cv-03074-TWT. The Rosen Law Firm was

sole Lead Counsel in this consolidated class action in the U.S. District Court for the Northern

District of Georgia. The complaint alleged violations of §§ 10b and 20(a) of the Securities

Exchange Act arising out of the Company’s issuance of false statements relating the regulatory

compliance of its products. The parties settled this action for $2.979 million.

Madden v. Pegasus Communications Corp, Case No. 2:05-cv-0568. The Rosen Law

Firm was sole Lead Counsel in this class action in the U.S. District Court for the Eastern District

of Pennsylvania. The action alleged violations of §§ 10b and 20(a) of the Securities Exchange

Act arising out of the issuance of allegedly false and misleading statements concerning the

Company’s direct broadcast satellite agreement with DirecTV and the Company’s reported

subscriber growth and totals. Plaintiffs settled this action for a $2.95 million cash payment to

class members.

Gauquie v. Albany Molecular Research, No. 14-CV-6637 (FB) (SMG). The Rosen Law

Firm is currently serving as sole Lead Counsel in this class action pending in the U.S. District

Court for the Eastern District of New York. The complaint alleges violation of §10b and 20(a)

of the Securities Exchange Act out of the Company’s misstatements about its true financial


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condition and prospects. The parties have agreed to settle this action for $2.868 million, pending

court approval.

In re Lihua International, Inc. Sec. Litig., No. 14-CV-5037 (RA). The Rosen Law Firm is

currently serving as sole Lead Counsel in this class action pending in the U.S. District Court for

the Southern District of New York. The complaint alleges violations of the Securities Exchange

Act of 1934 in connection with the Company’s issuance of materially false and misleading

financial statements. The collective settlement of the class action and consolidated derivative

actions are $2.865 million, pending court approval.

In re TVIA, Inc. Securities Litigation, Case No. C-06-06403-RMW. The Rosen Law


Northern District of California. The complaint alleged violations of §§ 10b, 20(a), 20A of the


misleading financial statements by virtue of the Company improper recognition of revenues in

violation of GAAP. Plaintiffs settled this action for a $2.85 million cash payment to class

members.

Vaccaro v. New Source Energy Partners LP, No. 15-CV-8954 (KMW). The Rosen Law

Firm is currently serving as co-Lead Counsel in this class action pending in the U.S. District

Court for Southern District of New York. The complaint alleges violations of §§11 and 15 of the

Securities Act arising out of the company’s issuance of materially false and misleading business

information. The parties have agreed to settle this action for $2.85 million, pending Court

approval.

Zagami v. Natural Health Trends Corp., et al., Case No. 3:06-CV-1654-D. The Rosen

Law Firm served as sole Lead Counsel in this class action in the U.S. District Court for the

Northern District of Texas. The complaint alleged violations of § 10b and 20(a) of the Securities


EXHIBIT 3


Exchange Act arising out of the Company’s issuance of materially false and misleading financial

statements in violation of GAAP. Plaintiffs settled this case for $2.75 million cash payment to

class members.

Romero v. Growlife, Inc., Case No. 2:14-cv-03015-CAS (JEMx). The Rosen Law Firm

was sole Lead Counsel in this consolidated class action in the U.S. District Court for the Central

District of California. The complaint alleged violations of §§10b and 20(a) of the Securities

Exchange Act arising the issuance of false statements concerning the Company’s true financial

condition. The parties settled this action for total consideration of $2.7 million, comprised of

$700,000 in cash and $2 million in stock.

Nguyen v. Radient Pharmaceuticals Corporation, Case No. CV11-0405-DOC (MLGx).

The Rosen Law Firm was sole Lead Counsel in this class in the U.S. District Court for the

Central District of California. The complaint alleged violations of §§10b and 20(a) of the

Securities Exchange Act arising out of the issuance of false statements concerning the

Company’s clinical trial involving its principal product. The parties agreed to settle this action

for $2.5 million in cash.

In re Robert T. Harvey Securities Litigation, Case No. SA CV-04-0876 DOC (PJWx).

The Rosen Law Firm served as Co-Lead Counsel in this class action in the U.S. District Court

for the Central District of California and the related California state court class actions. This

action alleged violations of §§ 10b and 20(a) of the Securities Exchange Act arising out of the

sale of partnership interests that corresponded to the securities of Chaparral Network Storage and

AirPrime, Inc., n/.k/a Sierra Wireless, Inc. Plaintiffs settled this and the related state court

actions for an aggregate $2.485 million cash payment to class members.

In re China Education Alliance, Inc. Securities Litigation, No. C 10-9239-CAS (JCx).

The Rosen Law Firm was sole Lead Counsel in this consolidated class in the U.S. District Court


EXHIBIT 3


for the Central District of California. The complaint alleges violations of §§10b and 20(a) of the

Exchange Act arising out of the Company’s issuance of materially false and misleading

statements of revenue and earnings. The parties settled this action for $2.425 million in cash.

Kubala v. SkyPeople Fruit Juice, No. 11-CV-2700 (PKC). The Rosen Law Firm was sole

Lead Counsel in this consolidated class action in the U.S. District Court for the Southern District

of New York. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange

Act out of the Company’s failure to disclose material related party transactions that rendered the

Company’s financial statements false. The parties agreed to settle this action for $2.2 million in

cash.

Tapia-Matos v. Caesarstone Sdot-Yam Ltd., No. 15-CV-6726 (JMF). The Rosen Law


Court for Southern District of New York. The complaint alleges violations of §§10b and 20(a)

of the Securities Exchange Act arising out of the Company’s issuance of materially false and

misleading statements about the Company’s true financial condition and business prospects. The

parties agreed to settle this action for $2.2 million in cash.

In re Fuwei Films Securities Litigation, Case no. 07-CV-9416 (RJS). The Rosen Law


Southern District of New York. The complaint alleged violations of §§ 11, 12(a)(2), and 15 of

the Securities Act of 1933 in connection with material misrepresentations in the Company’s

Registration Statement and Prospectus in connection with the Company’s $35 million IPO. The

parties settled this action for $2.15 million cash payment to class members.

Snellink v. Gulf Resources, Inc., No.CV11-3722-ODW (MRWx). The Rosen Law Firm

was co-Lead Counsel in this class action in the U.S. District Court for the Central District of

California. The complaint alleged violations of §§ 10b and 20(a) of the Securities Exchange Act


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arising out of the Company’s failure to disclose the related party nature of certain transactions,

and the Company’s issuance of false financial statements. The parties agreed to settle this action


Crandall v. PTC Inc., No. 16-cv-10471-WGY. The Rosen Law Firm is Lead Counsel in

this class action pending the U.S. District Court for District of Massachusetts. The complaint

alleges violations of §§10b and 20(a) of the Securities Exchange Act and certain violations of the

Securities Act arising out of the Company’s issuance of materially false and misleading

statements about the Company’s true financial condition. The parties have agreed to settle this

action for $2.1 million in cash, pending court approval.

In re DS Healthcare Group, Inc. Sec. Litig., No. 16-60661-CIV-DIMITROULEAS. The

Rosen Law Firm is currently serving as sole Lead Counsel in this class action pending in the

U.S. District Court for the Southern District of Florida. The complaint alleges violations of

§§10b and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of

materially false and misleading business information. The parties have agreed to settle this

action for $2.1 million in cash, pending court approval.

Henning v. Orient Paper, Inc., No. CV 10-5887-VBF (AJWx). The Rosen Law Firm was

sole Lead Counsel in this class action in the U.S. District Court for the Central District of

California. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act

and certain violations of the Securities Act arising out of the Company’s issuance of materially

false and misleading statements about the Company’s true financial condition and business

prospects. The parties settled this action for $2 million in cash.

Pena v. iBio, Inc., 14-CV-1343-RGA. The Rosen Law Firm was sole Lead Counsel in

this class action in the U.S. District Court for the District of Delaware. The complaint alleged

violations of §§10b and 20(a) of the Securities Exchange Act arising out misstatements and


EXHIBIT 3


omissions relating to the Company’s purported involvement with an Ebola treatment. The

parties settled this action for $1.875 million in cash.

Campton v. Ignite Restaurant Group, Inc., No. 12-CV-2196. The Rosen Law Firm was

sole Lead Counsel in this class action in the U.S. District Court for the Southern District of

Texas. The complaint alleged violations of the Securities Act of 1933 in connection with

material misrepresentations in the Company’s Registration Statement and Prospectus issued for

the company’s IPO. The parties settled this action for $1.8 million in cash.

Petrie v. Electronic Game Card, Inc., No. SACV 10-0252-DOC (RNBx). The Rosen

Law Firm was sole Lead Counsel in this class action in the United States District Court for the

Central District of California. Following dismissal of the complaint by the district court, the

Rosen Firm obtained a reversal of the dismissal from U.S. Court of Appeals for the Ninth

Circuit. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act

arising out of the Company’s issuance of materially false and misleading financial statements in

violation of Generally Accepted Accounting Principles and the Company’s publicly stated

internal policies. The parties settled this case for $1.755 million in cash.

Hayden v. Wang, et al., No. Civ. 518333. The Rosen Law Firm was sole lead counsel in

this class action in the California Superior Court of San Mateo County brought on behalf of

purchasers of Worldwide Energy & Manufacturing USA, Inc. common stock in two private

placements. The Complaint alleged that the offering documents were materially false. The

parties settled this action for $1,615,000 in cash.

Burritt v. Nutracea, Inc., Case No.CV-09-00406-PHX-FJM. The Rosen Law Firm was

sole Lead Counsel in this consolidated class action in the U.S. District Court for the District of

Arizona. This action alleged violations of §§ 10b and 20(a) of the Securities Exchange Act of

1934 and the Arizona securities laws in connection with the Company’s issuance of materially


EXHIBIT 3


false and misleading statements of earnings and revenues. During the pendency of the

Company’s bankruptcy, Plaintiffs settled this action for $1.5 million in cash and a remainder

interest of 50% of the issuer’s directors’ and officers’ liability insurance policy.

Press v. Delstaff LLC, No. MSC 09-01051. The Rosen Law Firm was sole Lead Counsel

in this class action in the California Superior Court for Contra Costa County, brought in

connection with a “going private” transaction valued at $1.25/share for the 6.4 million shares

implicated in the transaction. The parties settled this action for $1,642,500 in additional

compensation to shareholders.

In re Lightinthebox Holding Co., Ltd., 13-CV-6016 (PKC). The Rosen Law Firm was

sole Lead Counsel in this class action in the U.S. District Court for Southern District of New

York. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act

arising out of the Company concealing its true financial condition. The parties agreed to settle

this action for $1.55 million in cash.

Pankowski v. BlueNRGY Group Ltd, f/k/a CBD Energy Ltd., No. 4:15-cv-1668. The


U.S. District Court for the Southern District of Texas. The complaint alleges violations Securities

Act and Exchange Act arising out of the Company’s issuance of materially false financial

statements. The parties have agreed to settle this action for $1.5 million in cash, pending court

approval.

Guimetla v. Ambow Education Holding Ltd., No. CV-12-5062-PSG (AJWx). The Rosen

Law Firm was sole Lead Counsel in this class action filed in the U.S. District Court for the

Central District of California. The complaint alleged violations of the Securities Exchange Act

of 1934 in connection with the Company’s issuance of materially false and misleading financial

statements. The parties agreed to settle this action for $1.5 million.


EXHIBIT 3


Lee v. Active Power, Inc., No. l:13-cv-00797. The Rosen Law Firm was sole Lead

Counsel in this class action in the U.S. District Court for the Western District of Texas. The

complaint alleged violations of §§ 10b and 20(a) of the Securities Exchange Act arising out of

the Company’s issuance of false statements relating to a purported distribution agreement with a

major information technology provider. The parties agreed to settle this action for $1.5 million.

In re Northfield Laboratories, Inc. Securities Litigation, Case No. 06 C 1493. The Rosen


the Northern District of Illinois. The complaint alleged violations of §§ 10b and 20(a) of the

Securities Exchange Act arising out of the Company’s materially false and misleading statements

concerning its PolyHeme blood substitute product and business prospects. Following extensive

class discovery and litigation activity in bankruptcy court, the parties agreed to settle this action


In re PartsBase.com, Inc. Securities Litigation, Case No. 01-8319. The Rosen Law Firm

was Co-Lead Counsel in this class action in the U.S. District Court for the Southern District of

Florida. The action arose from a $45.5 million initial public offering of common stock by the

defendant issuer and a syndicate of underwriters including Roth Capital Partners and PMG

Capital Corp. Plaintiffs settled this action for $1.5 million in cash.

Vandevelde v. China Natural Gas, Inc., No. 10-728-SLR. The Rosen Law Firm was sole

Lead Counsel in the class action pending in the U.S. District Court for the District of Delaware.


of the issuance of materially false and misleading financial statements. Plaintiffs settled this

action for $1.5 million in cash.

Simmons v. FAB Universal Corp., No. 13-CV-8216 (RWS). The Rosen Law Firm was

co-Lead Counsel in this consolidated class action in the U.S. District Court for Southern District


EXHIBIT 3


of New York. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange

Act arising out of the Company concealing its true financial condition. The parties agreed to

settle this action for $1.5 million in cash.

In re Empyrean Bioscience Securities Litigation, Case No. 1:02CV1439. This class

action in which the Rosen Law Firm was sole Lead Counsel was filed in the U.S. District Court

for the Northern District of Ohio. The action alleged violations of §§10b and 20(a) of the

Securities Exchange Act based on misrepresentations in defendants’ SEC filings and press

releases concerning the clinical testing of the Company’s GEDA Plus microbicide gel. After the

court denied defendants’ motion to dismiss the complaint, the parties briefed the issue of whether

the securities were traded in an efficient market. Prior to a decision on market efficiency,

Plaintiffs settled the case for a $1.4 million payment to class members.

Balon v. Agria, Inc., No. 16-8376 (SDW). The Rosen Law Firm is currently serving as

sole Lead Counsel in this class action pending in the U.S. District Court for the District of New

Jersey. The complaint alleges violation of §10b and 20(a) of the Securities Exchange Act out of

the Company’s manipulation of its stock price. The parties have agreed to settle this case for

$1.3 million payment to class members, pending Court approval.

In re Himax Technologies, Inc. Securities Litigation, Case No. C 07-4891-DDP. The

Rosen Law Firm served as Co-Lead Counsel in this consolidated class action in the U.S. District

Court for the Central District of California, Western Division. The complaint alleged violations

of §§ 11 and 15 of the Securities Act arising out of the Company’s IPO. Plaintiffs agreed to

settle this case for $1.2 million cash payment to class members.

In re Flight Safety Technologies, Inc. Securities Litigation, Case No. 3:04-cv-1175. The

Rosen Law Firm was sole Lead Counsel in this consolidated class action in the U.S. District

Court for the District of Connecticut. The action alleged violations of §§ 10b and 20(a) of the


EXHIBIT 3


Securities Exchange Act arising out of the defendants alleged failure to disclose material adverse

information concerning the Company’s products under development and misrepresenting the

amount of time it would take to commercialize the products. Plaintiffs settled the case for a $1.2

million cash payment to class members.

In re: M.H. Meyerson & Co. Securities Litigation, Case No. 02-CV-2724. This class

action, in which the Rosen Law Firm was sole Lead Counsel, was filed in U.S. District Court for

District of New Jersey. The complaint alleged violations of §§10b and 20(a) of the Securities

Exchange Act based on allegedly false and misleading SEC filings related to the planned launch

of an online brokerage business, and other material misrepresentations, which allegedly inflated

the price of Meyerson stock during the class period. Plaintiffs settled the case for a $1.2 million

payment to class members.

In re OPUS360 Corp. Securities Litigation, Case No. 01-Civ-2938. The Rosen Law Firm

was Co-Lead Counsel for this action brought in the Southern District of New York alleging

violations of the federal securities laws arising from a $75.0 million initial public offering of

common stock by the defendant issuer and a syndicate of underwriters including JP Morgan and

Robertson Stephens, Inc. The Court certified the action as a class action and approved a final

settlement.

Ansell v. National Lampoon, Inc., Case No. CV10-9292-PA (AGRx). The Rosen Law

Firm was sole Lead Counsel in this class action in the U.S. District Court for the Central District

of California. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange

Act arising out of a market manipulation scheme involving National Lampoon’s common stock.

The parties agreed to settle this action for $1 million in cash.

Garcia v. Lentuo International, Inc., CV-15-1862-MWF (MRWx). The Rosen Law Firm

was sole Lead Counsel in this class action in the U.S. District Court for the Central District of


EXHIBIT 3


California. The complaint alleged violations of the Exchange Act arising out of the Company’s

issuance of materially false and misleading financial statements. The parties settled this action

for $1 million in cash.

Fouladian v. Busybox.com, Inc., Case No. BC 248048. The Rosen Law Firm was Co-

Lead Counsel in this class action brought in California Superior Court, Los Angeles County.

The action arose from a $12.8 million initial public offering of securities by the defendant issuer

and underwriter. California and federal securities laws claims (Cal. Corp. Code §25401 and §11

of 1933 Act) were brought on behalf of a nationwide class of public offering investors. The

Court approved a $1.0 million cash settlement to a nationwide class of investors.

Springer v. Code Rebel Corp., No. 16-cv-3492 (AJN). The Rosen Law Firm is currently

serving as co-Lead Counsel in this class action pending in the U.S. District Court for the

Southern District of New York. The complaint alleges violations of the Exchange Act in

connection with the Company’s issuance of materially false and misleading financial statements.

Following the bankruptcy of the Company, the parties have agreed to settle this action for $1

million, pending Court approval.

Singh v. Tri-Tech Holding, Inc., No. 13-CV-9031 (KMW). The Rosen Law Firm was

co-Lead Counsel in this class action in the U.S. District Court for Southern District of New

York. The complaint alleged violations of §§10b and 20(a) of the Securities Exchange Act

arising out of the Company concealing its true financial condition. The parties settled this action

for $975,000 in cash.

Howard v. Chanticleer Holdings, Inc.., No. 12-CV-81123-JIC. The Rosen Law Firm was

sole Lead Counsel in this class action in the U.S. District Court for the Southern District of

Florida. The complaint alleged violations of the Securities Act of 1933 in connection with

material misrepresentations in the Company’s Registration Statement and Prospectus issued for


EXHIBIT 3


the Company’s public offering of common stock and warrants. The parties agreed to settle this

action for $850,000 in cash.

Pollock v. China Ceramics Co. Ltd, No. 1:14-cv-4100 (VSB). The Rosen Law Firm was

co-Lead Counsel in this consolidated class action in the U.S. District Court for Southern District

of New York. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange

Act arising out of the Company’s lack of internal controls. The parties settled this action for

$850,000, consisting of $310,000 in cash and $540,000 in stock.

Katz v. China Century Dragon Media, Inc., Case no. CV 11-02769 JAK (SSx). The


U.S. District Court for the Central District of California. The complaint alleges violations of §§

11, 12(a)(2), and 15 of the Securities Act of 1933 and §§10b and 20(a) of the Securities


statements. Following entry of default against the issuer and certification of the class, the non-

issuer defendants and Plaintiffs have preliminarily agreed to resolve the claims against the non-

issuer defendants for $778,333.33, subject to court approval.

In re China Intelligent Lighting and Electronics, Inc. Securities Litigation, No. 2:11-CV-

02768 PSG (SSx). The Rosen Law Firm was co-Lead Counsel in this consolidated class action

in the U.S. District Court for the Central District of California. The complaint alleged violations

of §§ 11, 12(a)(2), and 15 of the Securities Act of 1933 and §§10b and 20(a) of the Securities


statements. The parties agreed to partially settle this action for $631,600 in cash. A default

judgment was obtained against the issuer.

Gianoukas v. Tullio and Riiska, Case No. 02CC18223. The Rosen Law Firm was lead

counsel to a group of twenty-one plaintiffs that brought claims of fraud and negligent


EXHIBIT 3


misrepresentation in California Superior Court, Orange County against the former Chief

Executive and Chief Financial Officers of a publicly traded software company, NQL Inc. The

complaint alleged that the officers issued a series of false and misleading press releases

concerning the business of NQL for the purpose of inducing the purchase and retention of NQL

securities. Plaintiffs settled the action favorably for a confidential amount.

The BoxLot Company v. InfoSpace, Inc., Case No. GIC 779231. The Rosen Law Firm

was plaintiff’s counsel for this action filed in California Superior Court, San Diego County

which arose from the aborted merger agreement and ultimate sale of The BoxLot Company’s

assets to InfoSpace. The action alleged violations of California securities laws (Cal. Corp. Code

§25400 & §25401) and common laws and sought damages of $92.8 million from InfoSpace and

its CEO, Naveen Jain. The case settled favorably for plaintiffs for a confidential amount.

Scalfani v. Misonix Inc., No. 16-cv-5215 (ADS) (AKT). The Rosen Law Firm is


the Eastern District of New York. The complaint alleges violations of §§ 10b and 20(a) of the

Securities Exchange Act arising out of the Company’s issuance of false financial statements.

The parties have agreed to settle this action for $500,000, pending Court approval.

Teague v. Alternate Energy Holdings, Inc., No. 10-CV-634-BLW. The Rosen Law Firm

was sole Lead Counsel in this class action in the U.S. District Court for the District of Idaho.


of the Company’s issuance of materially false and misleading financial statements and business

condition. The parties settled this action for $450,000.

Huttenstine v. Mast, Case No. 4:05-cv-152 F(3). The Rosen Law Firm is currently


Eastern District of North Carolina. The complaint alleges violations of §§10b and 20(a) of the


EXHIBIT 3


Securities Exchange Act arising out of the Company’s material misstatements and omissions

concerning the nature of certain sales contracts it had entered into. Plaintiffs have preliminarily

agreed to settle this action for a $425,000 cash payment to class members.

Kinzinger v. Paradigm Medical Industries, Inc., Case No. 03-0922608. The Rosen Law

Firm served as sole Lead Counsel in this class action filed in Utah state court alleged violations

of the Utah Securities Act against Paradigm Medical arising out of false and misleading

statements made to investors in a $5.0 million private placement of securities. The court

approved a $625,000 settlement on behalf of the private placement purchasers.

III. SECURITIES CLASS ACTIONS IN WHICH THE ROSEN LAW FIRM P.A. IS CURRENTLY

LEAD COUNSEL

In re Puda Coal Securities Litigation, No. 11-CV-2598 (DLC). The Rosen Law Firm is

currently serving as co-Lead Counsel in this consolidated class action pending in the U.S.

District Court for the Southern District of New York. The complaint alleges violations of the

Exchange Act and Securities Act arising out of the Company’s issuance of materially false and

misleading financial statements. The class is certified and this action is in discovery.

Meyer v. Concordia International Corp., No. 16-cv-6467 (RMB). The Rosen Law Firm is


the Southern District of New York. The complaint alleges violations of the Securities Exchange

Act of 1934 in connection with the Company’s issuance of materially false and misleading

business information. This action is in discovery.

Luo v. Qiao Xing Universal Resources, Inc., No. 12-45-WAL-GWC. The Rosen Law

Firm is currently serving as sole Lead Counsel in this consolidated class action pending in the

U.S. District Court of the Virgin Islands, St. Croix Division. The complaint alleges violations of


EXHIBIT 3


the Exchange Act in connection with the Company’s issuance of materially false and misleading

financial statements. The action is at the pleading stage.

Lechner v. InfuSystem Holdings, Inc., 16-cv-8295-ODW. The Rosen Law Firm is


the Central District of California. The complaint alleges violations of the Exchange Act in

connection with the Company’s issuance of materially false and misleading financial statements.

This action is at the pleading stage.

Chan v. New Oriental Education & Technology Group Inc., No. 16-CV-9279-KSH. The


District Court for the District of New Jersey. The complaint alleges violations of the Exchange

Act in connection with the Company’s issuance of materially false and misleading financial

statements. This action is at the pleading stage.

Anshen v. Facebook, Inc., No. 17-cv-679. The Rosen Law Firm is currently serving as

co-Lead Counsel in this class action pending in the U.S. District Court for the Central District of

California. The complaint alleges violations of the Exchange Act in connection with the

Company’s issuance of materially false and misleading business information. This action is at

the pleading stage.

Pepicelli v. Innocoll Holdings Public Ltd., No. 17-341. The Rosen Law Firm is currently


Eastern District of Pennsylvania. The complaint alleges violations of the Exchange Act in

connection with the Company’s issuance of materially false and misleading business

information. This action is at the pleading stage.

In re Stemline Therapeutics, Inc. Securities Litigation, 17-cv-832 (PAC). The Rosen

Law Firm is currently serving as co-Lead Counsel in this class action pending in the U.S. District


EXHIBIT 3


Court for the Southern District of New York. The complaint alleges violations of the Exchange

Act in connection with the Company’s issuance of materially false and misleading financial


Nguyen v. Endologix, Inc., No. 17-CV-17-AB. The Rosen Law Firm is currently serving

as sole Lead Counsel in this class action pending in the U.S. District Court for the Central

District of California. The complaint alleges violations of the Exchange Act in connection with

the Company’s issuance of materially false and misleading financial statements. This action is at

the pleading stage.

Youngers v. Virtus Investment Partners, Inc., No. CV-15-8262 (WHP). The Rosen Law


Court for the Southern District of New York. The complaint alleges violations of the Exchange

Act and Securities Action in connection with the Company’s issuance of materially false and

misleading financial statements to investors in the Company’s Virtus AlphaSector Mutual Funds.

This action is in discovery.

In re Poseidon Concepts Securities Litigation, No. 13-CV-1213 (DLC). The Rosen Law


Court for the Southern District of New York. The complaint alleges violations of §§ 10b and

20(a) of the Securities Exchange Act arising out of the Company’s issuance of false financial


Deering v. Galena Biopharma, Inc., No. 3:14-cv-00367-SI. The Rosen Law Firm is

currently serving as co-Lead Counsel in this class action pending in the U.S. District Court for

District of Oregon. The complaint alleges violations of §§10b and 20(a) of the Securities

Exchange Act arising out of the Company concealing an undisclosed stock promotion scheme.


EXHIBIT 3


A partial settlement for $20 million was reached with certain defendants, pending Court

approval. The case proceeds against other defendants.

In re Forcefield Energy, Inc. Securities Litigation, No. 15-cv-3020 (NRB). The Rosen

Law Firm is currently serving as Lead Counsel in this class action pending in the U.S. District

Court for Southern District of New York. The complaint alleges violations of §§10b and 20(a)

of the Securities Exchange Act arising out of the Company’s issuance of materially false and

misleading information. The case is in discovery.

In re Silver Wheaton Corp. Securities Litigation, No. 15-cv-5146-CAS. The Rosen Law

Firm is currently serving as sole Lead Counsel in this certified class action pending in the U.S.

District Court for the Central District of California. The complaint alleges violations of §§10b

and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of materially

false and misleading financial statements. This action is in discovery.

In re Akari Therapeutics PLC Securities Litigation, No. 17-cv-3577 (KPF). The Rosen

Law Firm is currently serving as sole Lead Counsel in this class action pending in the U.S.

District Court for the Southern District of New York. The complaint alleges violations of §§10b

and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of materially

false and misleading statements about the results of a clinical study. This action is at the

pleading stage.

In re Mazor Robotics Ltd Securities Litigation, No. 17-cv-4387 (WHP). The Rosen Law


Court for the Southern District of New York. The complaint alleges violations of §§10b and

20(a) of the Securities Exchange Act arising out of the Company’s issuance of materially false

and misleading statements about the Company’s true condition. This action is at the pleading

stage.


EXHIBIT 3


Pirnik v. Fiat Chrysler Automobiles, N.V., 15-CV-7199 (JMF). The Rosen Law Firm is


the Southern District of New York. The complaint alleges violations of §§10b and 20(a) of the


misleading statements about its true business condition. This action is in discovery.

In re Sunpower Corporation Securities Litigation, No. 16-cv-4710-RS. The Rosen Law

Firm is currently serving as Co-Lead Counsel in this class action pending in the U.S. District

Court for the Northern District of California . The complaint alleges violations of §§10b and


and misleading statements about the Company’s true condition. This action is at the pleading

stage.

In re Intra-Cellular Therapies, Inc. Securities Litigation, No. 17-cv-2928-NG-JO. The


U.S. District Court for the Eastern District of New York. The complaint alleges violations of

§§10b and 20(a) of the Securities Exchange Act arising out of the Company’s issuance of

materially false and misleading statements about a clinical study. This action is at the pleading

stage.

In re Dynavax Securities Litigation, No. 16-cv-6690. The Rosen Law Firm is currently


Northern District of California. The complaint alleges violations of §§10b and 20(a) of the


about its true business condition and prospects. This action is at the pleading stage.

In re IDreamSky Technology Limited Securities Litigation, No. 15-cv-2514 (JPO). The

Rosen Law Firm is currently serving as co-Lead Counsel in this consolidated class action


EXHIBIT 3


pending in the U.S. District Court for the Southern District of New York. The complaint alleges

violations of §§10b and 20(a) of the Securities Exchange Act §§ 11 and 20(a) of the Securities

Act and arising out of the issuance of misleading business information. This action is in

discovery.

Edgar v. Anadarko Petroleum Corporation, No. 167cv-1372. The Rosen Law Firm is


the Southern District of Texas. The complaint alleges violations of §§10b and 20(a) of the

Securities Exchange Act arising out of the company’s issuance of materially false and

misleading business information. This action is at the pleading stage.

Yamany v. Tenet Healthcare Corp., No. 16-cv-2848-C. The Rosen Law Firm is currently

serving as co-Lead Counsel in this class action pending in the U.S. District Court for the

Northern District of Texas. The complaint alleges violations of §§10b and 20(a) of the Securities

Exchange Act arising out of the company’s issuance of materially false and misleading business


Miller v. PCM, Inc., No. 17-cv-3364-VAP-KS. The Rosen Law Firm is currently serving

as sole Lead Counsel in this class action pending in the U.S. District Court for the Central

District of California. The complaint alleges violations of §§10b and 20(a) of the Securities

Exchange Act arising out of the company’s issuance of materially false and misleading financial


Ford v. Natural Health Trends Corp., No. 16-00255 TJH (AFM). The Rosen Law Firm is


the Central District of California. The complaint alleges violations of §§10b and 20(a) of the

Securities Exchange Act arising out of the company’s issuance of materially false and

misleading business information. This action is in discovery.


EXHIBIT 3


Menaldi v. Och-Ziff Capital Management Group LLC, No. 14-CV-3251 (JPO). The


District Court for Southern District of New York. The complaint alleges violations of §§10b and


and misleading business information. This action is in discovery.

Li v. Aeterna Zentaris. Inc., No. 14-CV-07081 (PGS). The Rosen Law Firm is currently

serving as co-Lead Counsel in this class action pending in the U.S. District Court for District of

New Jersey. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act

arising out of the Company’s issuance of materially false and misleading business information.

This action is in discovery.

Thomas v. Shiloh Industries, Inc., No. 15-CV-7449 (KMW). The Rosen Law Firm is


the Southern District of New York. The complaint alleges violations of §§10b and 20(a) of the


misleading financial statements. The case is at the pleading stage.

Hull v. Global Digital Solutions, Inc., No. 16-5153 (FLW). The Rosen Law Firm is


District of New Jersey. The complaint alleges violations of §§10b and 20(a) of the Securities

Exchange Act arising out of the Company’s issuance of materially false and misleading business

information. The case is at the pleading stage.

Zamier v. Bridgepoint Education, Inc., No. 3:15-CV-408-JLS-DHB. The Rosen Law


Court for Southern District of California. The complaint alleges violations of §§10b and 20(a) of


EXHIBIT 3


the Securities Exchange Act arising out of the Company’s issuance of materially false and

misleading business information. The case is at the pleading stage.

Duane & Virginia Lanier Trust v. Sandridge Energy, Inc., et al. The Rosen Law Firm is


the Western District of Oklahoma. The complaint alleges violations of §§10b and 20(a) of the

Securities Exchange Act and Sections 11, 12(a)(2), and 15 of the Securities Act arising out of the

Company’s issuance of materially false and misleading business information. This action is in

discovery.

Turocy v. El Pollo Loco Holdings, Inc., No. CV-15-1343-DOC. The Rosen Law Firm is


the Central District of California. The complaint alleges violations of §§10b and 20(a) of the


misleading business information. This action in is in discovery.

Carmack v. Amaya, Inc., No. 16-cv-1884-JHR-JS. The Rosen Law Firm is currently


District of New Jersey. The complaint alleges violations of §§10b and 20(a) of the Securities

Exchange Act arising out of the Company’s issuance of materially false and misleading business

information. The case action is in discovery.

In re ChinaCast Education Corporation Sec. Litig., No. CV 12-4621- JFW (PLAx). The

Rosen Law Firm is currently serving as co-Lead Counsel in this consolidated class action.

Following dismissal of the complaint by the district court, the U.S. Court of Appeals for the

Ninth Circuit overturned the dismissal. The complaint alleges violations of §§10b and 20(a) of

the Securities Exchange Act arising out of the Company overstating it assets and cash balances

and misstating the Company’s internal controls. The action is in discovery.


EXHIBIT 3


Parmelee v. Santander Consumer USA Holdings Inc., No. 3:16-cv-783-K. The Rosen

Law Firm is currently serving as co-Lead Counsel in this class action pending in the U.S. District

Court for the Northern District of Texas. The complaint alleges violations of §§10b and 20(a) of

the Securities Exchange Act arising out of the Company’s issuance of materially false and

misleading business information. The case is at the pleading stage.

Moleski v. Tangoe, Inc., No. 3:17-cv-00146. The Rosen Law Firm is currently serving as

co-Lead Counsel in this class action pending in the U.S. District Court for the District of

Connecticut. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange

Act arising out of the Company’s issuance of materially false and misleading financial

statements. The case is at the pleading stage.

In re Global Brokerage, Inc. f/k/a FXCM, Inc. Sec. Litig., 17-cv-916 (RA). The Rosen

Law Firm is currently serving as sole Lead Counsel in this class action pending in the U.S.

District Court for Southern District of New York. The complaint alleges violations of §§10b and


and business information. The case is at the pleading stage.

Desta v. Wins Financial Holdings, Inc., 17-cv-2983-CAS-AGR. The Rosen Law Firm is



Securities Exchange Act arising out of the Company’s issuance of materially false and business


Gamboa v. Citizens, Inc., 17-cv-241-RP. The Rosen Law Firm is currently serving as

sole Lead Counsel in this class action pending in the U.S. District Court for Western District of

Texas. The complaint alleges violations of §§10b and 20(a) of the Securities Exchange Act


EXHIBIT 3


arising out of the Company’s issuance of materially false and business information. The case is

at the pleading stage.

Chu v. BioAmber, Inc., 17-cv-1531 (ADS) (GRB). The Rosen Law Firm is currently

serving as Co-Lead Counsel in this class action pending in the U.S. District Court for Eastern

District of New York. The complaint alleges violations of §§10b and 20(a) of the Securities

Exchange Act arising out of the Company’s issuance of materially false and business


Delorosa v. State Street, 17-cv-671-BRO-FFM. The Rosen Law Firm is currently



Securities Exchange Act arising out of the Company’s issuance of materially false and business


Tran v. ERBA Diagnostics, Inc., No. 15-cv-24440. The Rosen Law Firm is currently

serving as co-Lead Counsel in this class action on appeal with the U.S. Court of Appeals for the

Eleventh Circuit. The complaint alleges violations of §§10b and 20(a) of the Securities


statements.

Wyche v. Advanced Drainage Systems, Inc., No. 15-cv-5955 (KPF). The Rosen Law

Firm is serving as sole Lead Counsel in this class action currently on appeal with the U.S. Court

of Appeals for the Second Circuit. The complaint alleges violations of §§10b and 20(a) of the

Securities Exchange Act arising out of the Company’s issuance of materially false financial

statements.

Castillo v. 6D Global Technologies, Inc., No. 15-cv-8061 (RWS). The Rosen Law Firm

is serving as sole Lead Counsel in this class action currently on appeal with the U.S. Court of


EXHIBIT 3


Appeals for the Second Circuit. The complaint alleges violations of §§10b and 20(a) of the


about the improper stock manipulation.

Khunt v. Alibaba Group Holding Ltd., No. 15-CV-759 (CM). The Rosen Law Firm is

serving as sole lead counsel in this class action currently on appeal with the U.S. Court of

Appeals for the Second Circuit. The complaint alleges violations of §§10b and 20(a) of the


misleading business information.

Knox v. Yingli Green Energy Holding Co. Ltd., No. 2:15-cv-4003. The Rosen Law Firm

is serving as sole Lead Counsel in this class action currently on appeal with the U.S. Court of

Appeals for the Ninth Circuit. The complaint alleges violations of §§10b and 20(a) of the

Securities Exchange Act arising out of the Company’s issuance of materially false financial

statements.


Documents

UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUTsecurities.stanford.edu/filings-documents/1058/TI00_03/... · 2017-10-13 · united states district court district of connecticut