Attention all persons who purchased within the United States a
                          Flash Memory Device
             ...
1                       SUPERIOR COURT OF THE STATE OF CALIFORNIA

 2                                        COUNTY OF SAN...
1          2.      The Court, following hearings held on February 7 and 23, 2006, in which counsel

 2   for the Parties a...
1   bind all Class Members who do not request exclusion; and (4) that any Class Member may object

 2   to the settlement....
1    GUTRIDE SAFIER LLP                                     WINSTON & STRAWN, LLP
      Adam Gutride, Esq.                ...
1   purchase and (5) a statement that they wish to opt-out of the Class Any opt-out letter must be

 2   postmarked on or ...
1   IT IS SO ORDERED.

 2
     DATED: March ____, 2006                          ______________________________
 3
        ...
EXHIBIT 4
SUPERIOR COURT OF THE STATE OF CALIFORNIA

                                COUNTY OF SAN FRANCISCO

WILLEM VROEGH, an indi...
support of the proposed settlement, and all comments and objections received regarding the

proposed settlement, and has r...
adjudication of the Litigation, and that the proposed settlement provides

               substantial benefits to the Plai...
shall apply not against the purchase price of the digital camera but only against

the value of the Digital Camera Bundled...
Claims Administrator will within thirty (30) days after the end of the Claim

Period or thirty (30) days after the Effecti...
Claim Form must be completed no later than one hundred and fifty (150) days

               after the Notice Date or thirt...
administrators, successors, and assigns, and those terms shall have res judicata, collateral

estoppel, and all other prec...
order preliminarily approving settlement, and this Judgment.

       12.     The Agreement and this Judgment are not admis...
EXHIBIT 5
Flash Memory Settlement Downloadable Claim Form*
      * Information required here is for purposes of this settlement only...
Street Address or PO Box:

City, State ZIP:

Manufacturer of Product Purchased:

Product Name, Type and Capacity (e.g. 64 ...
EXHIBIT 6
Flash Memory Settlement Online Claim Form*

Instructions:

Submit this Online Claim Form to receive a ten (10) percent Dis...
Date of Purchase:_________________

Merchant From Whom You Purchased:

Price Paid:



]Etc.]

[Validate for errors and mis...
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Attention all persons who purchased within the United States ...

  1. 1. Attention all persons who purchased within the United States a Flash Memory Device from SanDisk, Kodak, Fuji, PNY or Lexar between February 1, 2000 and February 7, 2006: A class action lawsuit may affect your rights. The lawsuit claims that SanDisk, Kodak, Fuji, PNY and Lexar (“Defendants”) overstated the memory capacity of their Flash Memory Devices. Flash Memory Devices includes flash memory cards (typically used in digital cameras), USB flash drives and other devices incorporating flash memory. The settlement will affect all persons who purchased within the United States a Flash Memory Device manufactured, branded, and/or sold by SanDisk, Kodak, Fuji, PNY or Lexar between February 1, 2000 and February 7, 2006. Defendants denied all of Plaintiffs’ allegations and asserted affirmative defenses. Under the settlement, Class Members will receive one of the following for each Flash Memory Device purchased: • 5% refund of your purchase price; or • 10% discount towards a new Flash Memory Device. To receive these benefits, you must fill out the form at www.flash-settlement.com by November 14, 2006. If the settlement is approved, class members will be barred from bringing other lawsuits about advertising and marketing of Flash Memory Devices. In addition, Defendants will agree to pay up to $2,400,000 in attorneys’ fees and expenses to Class Counsel. You will not be responsible to pay these fees or expenses. Class Counsel is Gutride Safier LLP (www.gutridesafier.com) and Milberg, Weiss, Bershad and Schulman LLP (www.milbergweiss.com). You have the right to object to the settlement, or to opt-out of the settlement and retain your right to bring a separate lawsuit. The deadline to opt-out is July 26, 2006 and the deadline to object is also July 26, 2006. For important additional information and instructions visit www.flash-settlement.com. 05478/1826216.1 1
  2. 2. 1 SUPERIOR COURT OF THE STATE OF CALIFORNIA 2 COUNTY OF SAN FRANCISCO 3 WILLEM VROEGH, an individual, and California resident, on behalf of himself, CASE NO. CGC-04-428953 4 the general public and one or more classes 5 of similarly situated persons; ET AL CLASS ACTION 6 Plaintiffs, Action Filed: February 20, 2004 7 v. [PROPOSED] ORDER PRELIMINARILY APPROVING CLASS ACTION 8 EASTMAN KODAK COMPANY, a SETTLEMENT 9 foreign corporation; ET AL 10 Defendants 11 12 WHEREAS, a class action lawsuit is pending before this Court entitled Vroegh, et al v. 13 Eastman Kodak Company, et al., Case No. CGC-04-428953 (the “Litigation”); and 14 WHEREAS, the Parties have applied to the Court for an Order approving a settlement of 15 the Litigation in accordance with a Settlement Agreement dated February 2, 2006 (the 16 “Agreement”), which has been entered into by Plaintiffs, on behalf of himself and the Settlement 17 Class defined therein, and Defendants; and 18 WHEREAS, the Court has read and considered the Agreement and its attached exhibits, 19 and has listened to and considered the arguments of counsel for the Parties at a hearing held on 20 February 7 and 23, 2006, in this matter and, good cause appearing, 21 IT IS HEREBY ORDERED AS FOLLOWS: 22 1. The Court preliminarily certifies the Settlement Class, for settlement purposes 23 only, consisting of: 24 All persons who purchased within the United States a Flash Memory Device 25 manufactured, branded, and/or sold by one of the Defendants between February 1, 2000 and February 7, 2006, except Excluded Class Members. Such persons must be the original 26 purchaser for his/her own personal use and not for business use. Excluded from the Class are Defendants, their directors, officers, and employees; Judge Kramer and his immediate 27 family; Antonio Piazza and his immediate family; and all persons who timely and validly request exclusion from the Class in compliance with the requirements of the Long Form 28 Settlement Notice. -1- [Proposed] Order Preliminarily Approving Class Action Settlement – Case No., CGC-04-428953
  3. 3. 1 2. The Court, following hearings held on February 7 and 23, 2006, in which counsel 2 for the Parties appeared and were heard by the Court, and after reading and considering the 3 Agreement and related exhibits, preliminarily approves the Agreement and the settlement terms 4 described therein. The settlement appears to fall within the range of possible approval, it merits 5 submission to the Settlement Class for consideration. The Court finds that the proposed 6 settlement results from extensive arms-length negotiations, including mediation before Antonio 7 Piazza, between counsel for the Parties and only after counsel conducted a thorough examination 8 and review of the relevant law, facts, and allegations to assess the merits of Plaintiffs’ claims. 9 3. The Court preliminarily approves Plaintiffs Willem Vroegh and Scott Witthoff as 10 class representatives, and preliminarily approves Plaintiffs’ attorneys, Gutride Safier LLP and 11 Milberg Weiss Bershad & Schulman LLP, as Settlement Class Counsel in this Litigation. 12 4. A final hearing (the “Settlement Hearing”) shall be held before this Court on 13 August 16, 2006, at 1:30 p.m. to determine: (1) whether the proposed settlement of the Litigation 14 as set forth in the Settlement Agreement is just, fair, reasonable, and adequate for the Class and 15 should be granted final approval; (2) whether certification of the Class should be made final; (3) 16 whether the Court should enter the proposed judgment dismissing the Litigation with prejudice; 17 (4) whether the Court should award Class Counsel’s attorneys’ fees and costs in the amount set 18 forth in the Settlement Agreement; and (5) whether the Court should award Plaintiffs $1,000 each 19 for their time and effort in the Litigation. The Settlement Hearing may be postponed, adjourned, 20 or rescheduled by the Court without further notice to the Settlement Class. 21 5. The Court approves as to form and content the Notice of Class Litigation and 22 Proposed Settlement (the “Long Form Notice”), in the form of Exhibit 1 to the Settlement 23 Agreement, and the Summary Notice of Class Litigation and Proposed Settlement (collectively, 24 the “Summary Notice”), in the form of Exhibit 2 to the Settlement Agreement. The Court finds 25 that the Long Form Notice and Summary Notice are written in plain English and are readily 26 understandable by Class Members. The Court finds that the Long Form Notice and Summary 27 Notice fairly apprise the Class Members: (1) of the pendency of the Litigation; (2) of their right 28 to exclude themselves from the Class and the proposed settlement; (3) that any Judgment will -2- [Proposed] Order Preliminarily Approving Class Action Settlement – Case No., CGC-04-428953
  4. 4. 1 bind all Class Members who do not request exclusion; and (4) that any Class Member may object 2 to the settlement. 3 6. The Court finds that the method of publication for the Notice to the Settlement 4 Class as set forth in the Agreement is reasonably calculated to apprise Class Members of the 5 pendency of the Litigation, and shall constitute valid, due, and sufficient notice to all Class 6 Members in the Settlement Class, and that such Notice complies with California Code of Civil 7 Procedure § 382, the Federal Rules of Civil Procedure, the Constitution of the State of California, 8 the Constitution of the United States, and all other applicable laws. 9 7. The Court approves the Claim Forms, attached to the Settlement Agreement as 10 Exhibits 5 and 6, for submission to the Settlement Class. 11 8. Defendants are ordered to publish Notice to Class Members, as set forth in the 12 Agreement, no later than forty-five (45) days following entry of this Order. 13 9. Any person may appear at the Settlement Hearing and object to the proposed 14 settlement or any part thereof or request to intervene. However, objections to the proposed 15 settlement and requests to intervene shall be heard, and any papers or briefs submitted in support 16 of said objections/intervention shall be considered by the Court (unless the Court in its discretion 17 shall otherwise direct), only if, on or before July 26, 2006, said objectors have filed with the 18 Court written notice of their intention to appear and all papers and briefs they propose to discuss 19 at the Settlement Hearing. Such written notices must be received by the Court (not merely 20 postmarked) by July 26, 2006 and must include a certification that identical copies thereof have 21 been actually delivered, or if mailed, post-marked, on or before July 21, 2006 to the following: 22 23 24 25 26 27 28 -3- [Proposed] Order Preliminarily Approving Class Action Settlement – Case No., CGC-04-428953
  5. 5. 1 GUTRIDE SAFIER LLP WINSTON & STRAWN, LLP Adam Gutride, Esq. Ronald Y. Rothstein, Esq. 2 Seth A. Safier, Esq. 101 California Street, Suite 3900 835 Douglass Street San Francisco, CA 94111 3 San Francisco, CA 94114 (Eastman Kodak Company) 4 MILBERG WEISS BERSHAD PACHULSKI, STANG, ZIEHL, YOUNG, 5 & SCHULMAN LLP JONES & WEINTRAUB Michael R. Reese, Esq. Ellen Bender, Esq. 6 One Pennsylvania Plaza 10100 Santa Monica Blvd., 11th Floor 7 New York, NY 10119-0165 Los Angeles, CA 90067 Counsel for Plaintiffs (Fuji Photo Film USA, Inc.) 8 Quinn Emanuel Urquhart Oliver & Hedges, LLP 9 Jeff McFarland, Esq. 865 South Figueroa Street,10th Floor 10 Los Angeles, CA 90017 11 (Lexar Media, Inc.) 12 McCARTER & ENGLISH, LLP William J. Heller, Esq. 13 Four Gateway Center 100 Mulberry St. 14 Newark, NJ 07102 15 (PNY Technologies, Inc.) 16 WILSON SONSINI GOODRICH & ROSATI, PC 17 Keith E. Eggleton 650 Page Mill Road 18 Palo Alto, CA 94304 19 (SanDisk Corporation) Counsel for Defendants 20 10. All requests for exclusion from the Settlement Class must be sent, by postage-paid, 21 first class mail to: 22 Flash Memory Settlement Opt Out 23 P.O. Box #210340 San Francisco, CA 94121-0340 24 A request for exclusion must contain all the following: (1) the name, address, and telephone 25 number of the person requesting exclusion, a (2) reference to this Litigation (i.e., Vroegh, et al v. 26 Eastman Kodak Company, et al., Case No. CGC-04-428953), (3) identification of the Flash 27 Memory Device(s) purchased, including the brand, (4) identification of the approximate date of 28 -4- [Proposed] Order Preliminarily Approving Class Action Settlement – Case No., CGC-04-428953
  6. 6. 1 purchase and (5) a statement that they wish to opt-out of the Class Any opt-out letter must be 2 postmarked on or before July 26, 2006. 3 11. No later than August 9, 2006, counsel for Plaintiffs shall file a status report on the 4 number of opt-outs. The Parties’ counsel shall also file any supplemental briefs in support of the 5 settlement by that date. 6 12. To the extent permitted by law, pending final determination of whether the 7 settlement contained in the Agreement should be approved, neither Plaintiffs nor any member of 8 the Settlement Class either directly, indirectly, representatively, or in any other capacity shall 9 commence or prosecute, or cause to be commenced or prosecuted, any Litigation or proceeding in 10 any court or tribunal asserting any of the Released Claims against Defendants, or any of them, 11 unless such member of the Settlement Class shall have sought and received leave from this Court 12 on such terms as are just, including, without limitation, being required to file a request for 13 exclusion from the Settlement Class. 14 13. The Agreement and settlement are not to be deemed admissions of liability or fault 15 by Defendants, or a finding of the validity of any claims in the Litigation. The Agreement and 16 settlement are not a concession by the Parties. Neither the Agreement, nor any of its terms or 17 provisions, nor any of the negotiations or proceedings connected with it, shall be offered as 18 evidence or received in evidence in any pending or future civil, criminal, or administrative 19 Litigation or proceeding, except in a proceeding to enforce the Agreement or Final Judgment, or 20 to defend against the assertion of the Released Claims, or as otherwise required by law. 21 14. This Order shall be without prejudice to the rights of the parties, all of whom shall 22 be restored to their respective positions existing as of December 5, 2005, if, for any reason, the 23 Agreement is terminated or the Effective Date does not occur. In such event, as set forth in the 24 Agreement, the Litigation shall proceed as though the Settlement Class had never been certified 25 and the Agreement never had been executed and the Defendants will not be deemed to have 26 consented to certification of any class and will retain all rights to fully object to or oppose any 27 motion for class certification. 28 -5- [Proposed] Order Preliminarily Approving Class Action Settlement – Case No., CGC-04-428953
  7. 7. 1 IT IS SO ORDERED. 2 DATED: March ____, 2006 ______________________________ 3 Honorable Judge Richard A. Kramer 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -6- [Proposed] Order Preliminarily Approving Class Action Settlement – Case No., CGC-04-428953
  8. 8. EXHIBIT 4
  9. 9. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO WILLEM VROEGH, an individual, and California resident, on behalf of himself, CASE NO. CGC-04-428953 the general public and one or more classes of similarly situated persons; ET CLASS ACTION AL Action Filed: February 20, 2004 Plaintiffs, [PROPOSED] FINAL JUDGMENT v. Date: August 16, 2006 Time: 1:30 p.m. EASTMAN KODAK COMPANY, a Dept.: 304 foreign corporation; ET AL Defendants WHEREAS, proceedings regarding the proposed settlement of the above-referenced case (“Litigation”) have been regularly conducted before this Court, the Honorable Richard A. Kramer presiding; and WHEREAS, on March ___, 2006, this Court, following a public hearing and after reading and considering the proposed Settlement Agreement and listening to and considering the arguments of counsel for the Parties, preliminarily approved the Class for purposes of settlement and directed that notice of the proposed settlement be directed to Class Members; and WHEREAS, on August 16, 2006 a Settlement Hearing was held in this Court to consider the fairness, reasonableness, and adequacy of the proposed settlement, and to consider any objections to the settlement; and WHEREAS, the Court has reviewed and considered the executed Settlement Agreement and its related exhibits (“Agreement”) between the Parties, argument of counsel for the Parties in 1
  10. 10. support of the proposed settlement, and all comments and objections received regarding the proposed settlement, and has reviewed the entire record in the Litigation. Good cause appearing, IT IS HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS: 1. The Court has subject matter jurisdiction over all claims of all Class Members asserted in the Litigation and personal jurisdiction over the Plaintiffs, the Class Members, and Defendants. 2. The Court finds that the requirements for class certification under California and Federal law have been met in that: a. Plaintiffs have alleged questions of fact and law common to the Class, including whether Defendants engaged in a nationwide common course of conduct whereby Defendants represented that Class Members would received a certain amount of useable storage capacity on the Flash Memory Devices that they purchased from Defendants, but Class Members in fact received less than represented. The Court finds these common questions of fact and law predominate over questions of fact and law affecting only individual Class Members. b. The Court finds that the claims of the Class Representatives, as purchasers of one or more of the Defendants’ Flash Memory Devices during the Refund Class Period and the Discount Class Period, are typical of the claims of the Class, that there appear to be no conflicts between the interests of the Class Representatives and the Class, and that the Class Representatives and Class Counsel will fairly and adequately protect the interests of the Class. c. The Class comprises more than 80,000,000 Flash Memory Device purchases. The Court finds that the resolution of the Litigation in the manner proposed by the Agreement is superior to all other available methods for a fair and efficient 2
  11. 11. adjudication of the Litigation, and that the proposed settlement provides substantial benefits to the Plaintiffs, the Class, and the Court. 3. Based on the foregoing findings, the Court finds that there is a well-defined community of interests among the Class Members and certifies the following Class: All persons who purchased within the United States a Flash Memory Device manufactured, branded, and/or sold by one of the Defendants between February 1, 2000 and February 7, 2006, except Excluded Class Members. Such persons must be the original purchaser for his/her own personal use and not for business use. Excluded from the Class are Defendants, their directors, officers, and employees; Judge Kramer and his immediate family; Antonio Piazza and his immediate family; and all persons who timely and validly request exclusion from the Class in compliance with the requirements of the Long Form Settlement Notice. 4. The Court reaffirms its Order of March __, 2006 and finds that the Notice to the Settlement Class of the pendency of this Litigation and of this settlement constituted the best notice practicable under the circumstances to all persons within the definition of the Settlement Class, and fully complied with the requirements of due process and all other applicable laws. 5. The Court approves the settlement as set forth in the Agreement as fair, reasonable, and adequate to the Class Members. The Court finds that the consideration to be provided by Defendants as set forth in Section 6 of the Agreement is fair, reasonable, and adequate. 6. For one hundred and fifty (150) days following the Notice Date, or thirty (30) days following Final Approval, whichever is longer, as set forth in the Settlement Agreement, Defendants shall provide one of the following to Class Members who have completed a Claim Form: (i) A cash refund equal to five percent (5%) of the purchase price of each Flash Memory Device purchased during the Refund Class Period (“Refund”). For any digital camera purchased from Defendants FujiFilm or Kodak during the Refund Purchase Period that included Digital Camera Bundled Flash Memory, the Refund 3
  12. 12. shall apply not against the purchase price of the digital camera but only against the value of the Digital Camera Bundled Flash Memory. Exclusively for purposes of this Class Action Settlement, each Digital Camera Bundled Flash Memory is deemed to have had a purchase price of $20.00. To receive the Refund, each Class Member must complete the Downloadable Claim Form available on the Settlement Website, an example of which is attached to the Settlement Agreement as Exhibit 5. Class Members shall submit their completed Downloadable Claim Form online, and then print and send the completed Downloadable Claim Form to the Claims Administrator along with an original or copy of a valid receipt or equivalent proof of purchase from a merchant or financial institution. Each such receipt or equivalent proof of purchase must specify the Flash Memory Device that was purchased, the brand (i.e., Defendant), the price paid, date of purchase and the merchant from whom the Flash Memory Device was purchased. A Class Member may complete multiple Downloadable Claim Forms if the Class Member has purchased multiple Flash Memory Devices eligible for the Refund. The envelope containing the Downloadable Claim Forms and supporting documentation must be postmarked no later than one hundred and fifty (150) days after the Notice Date or thirty (30) days after Final Approval, whichever is later. Within thirty (30) days after the end of the Claim Period or thirty (30) days after the Effective Date, whichever is later, the Claims Administrator shall pay the Refund(s) for all portions of the claim that are valid, on behalf of the Defendant(s) whose product(s) were purchased. If the claim is rejected in whole or in part, the 4
  13. 13. Claims Administrator will within thirty (30) days after the end of the Claim Period or thirty (30) days after the Effective Date, whichever is later, inform the Class Member in writing of the reasons for rejection. If the claim is rejected on the grounds that the Class Member’s receipt or other proof of purchase is insufficient, but the Class Member would have been entitled to receive one or more Discount codes had the Class Member elected to make a claim under Section 8.2, the Claims Administrator shall provide the Class Member with the number of Discount codes to which the Class Member would have been entitled had the Class Member elected to make a claim under Section 8.2, along with written instructions as to how to use the Discount codes. Claims Administrator shall not be obligated to return original receipts or proofs of purchase. (ii) A discount of ten percent (10%) off a future purchase of a Lexar, PNY or SanDisk Flash Memory Device from Defendants’ Online Stores (“Discount”). The Discount shall not be provided on purchases of Flash Memory Devices as to which Lexar, PNY and SanDisk were contractually or legally prohibited from providing such discounts as of December 6, 2005, which are: Lexar’s LockTight flash memory cards, Lexar’s ActiveMemory flash memory cards, and Lexar’s Professional Series flash memory cards. To receive the Discount, Class Members must accurately complete the Online Claim Form on the Settlement Website, an example of which is attached to the Settlement Agreement as Exhibit 6. The Online Claim Form will require the Class Member, under penalty of perjury, to specify the Flash Memory Device purchased, the price paid, date of purchase and the merchant from whom the Flash Memory Device was purchased. The Online 5
  14. 14. Claim Form must be completed no later than one hundred and fifty (150) days after the Notice Date or thirty (30) days after Final Approval, whichever is later. Upon completing the Online Claim Form, the Class Member will receive one Discount code for each prior purchase of a Flash Memory Product during the claim period, limited to one Discount code per Defendant whose Flash Memory Products were purchased. Each Discount code may be limited to a single use towards a single purchase of a Flash Memory Product at Defendants’ Online Stores, and may not be able to be combined with any other offer. The Discount code will expire one year after the Effective Date, or one year after the date that it is sent to Class Members, whichever is later. 7. Defendants shall be responsible for processing the Claim Form and administering the Class Benefit redemption process described herein; shall ensure the operability of the Settlement Website; shall provide online instructions and telephone assistance to Class Members who have technical difficulties with the Online Claim Form or the Discount codes; shall update the online instructions to reflect frequently asked questions; and shall bear all costs associated therewith, including all costs, fees or expenses incurred by the Claims Administrator. Defendants shall use personal identifying information collected through the Online Claim Form and the Downloadable Claim Form only for the purpose of fulfilling the terms of the Settlement Agreement and shall so inform Class Members on the Settlement Website, the Online Claim Form and the Downloadable Claim Form. 8. The terms of the Settlement Agreement and of this Final Judgment shall be forever binding on Plaintiffs and all Class Members (except those persons who have timely and validly elected to be excluded from the Class) as well as their heirs, executors, and 6
  15. 15. administrators, successors, and assigns, and those terms shall have res judicata, collateral estoppel, and all other preclusive effect in all pending and future claims, lawsuits or other proceedings maintained by or on behalf of any such persons, to the extent those claims, lawsuits or other proceedings involve matters that were or could have been raised in the Litigation or are otherwise encompassed by the Released Claims set forth in the Settlement Agreement. Any persons who have validly and timely requested exclusion from the Settlement Class are identified in the Exclusions from Settlement Class filed by Class Counsel in this Litigation. 9. The Parties shall, as of the Effective Date, be deemed conclusively to have fully, finally, and forever irrevocably settled and released any and all of the Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether concealed or hidden, which now exist, may hereafter exist, or heretofore have existed, upon any theory of law or equity including, but not limited to, conduct which is negligent, intentional, with or without malice, or breach of any duty of law or rule, without regard to the subsequent discovery or existence of such different or additional facts, and to have forever discharged the Released Persons from all such Released Claims. 10. The Parties, as well as their counsel and all others acting in concert with them, are permanently barred and enjoined from commencing, instituting or prosecuting, in any capacity, or causing to be commenced, instituted or prosecuted, any action or proceeding in any court or tribunal that involves or asserts any of the Released Claims against the Released Persons, or any of them. 11. The Court reserves exclusive and continuing jurisdiction over the Litigation, the Plaintiffs, the Settlement Class, and the Defendants for the purposes of supervising the implementation, enforcement, construction, and interpretation of the Settlement Agreement, the 7
  16. 16. order preliminarily approving settlement, and this Judgment. 12. The Agreement and this Judgment are not admissions of liability or fault by the Defendants, or a finding of the validity of any claims in the Litigation or any wrongdoing or violation of law by Defendants. The Agreement and settlement are not a concession by the Parties. Neither this Judgment, nor the Agreement, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, nor any actions required to be performed by this Judgment or the Agreement, shall be offered as evidence or received in evidence in any pending or future civil, criminal, or administrative action or proceeding, except in a proceeding before this Court to consummate or to enforce the Agreement or Judgment, or defend against the assertion of the Released Claims, or as otherwise required by law. 13. The Litigation, and all claims contained therein, as against all Defendants is dismissed on the merits and with prejudice to the Plaintiffs and all Class Members. IT IS SO ORDERED. Dated: ________, 2006 Honorable Judge Richard A. Kramer 8
  17. 17. EXHIBIT 5
  18. 18. Flash Memory Settlement Downloadable Claim Form* * Information required here is for purposes of this settlement only and will not be used for any other purpose Name: Email Address: Street Address or PO Box: City, State ZIP: Manufacturer of Product Purchased: (checkboxes for Fuji, Kodak, Lexar, PNY and SanDisk) Product Name, Type and Capacity (e.g. 64 MB Compact Flash Card) Date of Purchase: Merchant Where Purchased: Price Paid: Instructions: 1. Fill out this form to receive a Refund of five (5) percent of the purchase price of your Flash Memory Device. 2. You must be a Class Member and have an original or copy of a valid receipt or equivalent proof of purchase. The receipt or proof of purchase must be from a merchant or a financial institution. Each receipt or equivalent proof of purchase must specify the Flash Memory Device that was purchased, the brand, the price paid, date of purchase and the merchant name. 3. If you do not have an original or copy of a valid receipt or proof of purchase, please visit www.flash-settlement.com and fill out a claim for a Discount off future purchases of flash memory devices. SUBMIT [Validate for errors and missing fields, then next page with Print option] CONFIRMATION PAGE Here is the information you have submitted: Name: Email Address: 05478/1826168.1
  19. 19. Street Address or PO Box: City, State ZIP: Manufacturer of Product Purchased: Product Name, Type and Capacity (e.g. 64 MB Compact Flash Card) Date of Purchase: Merchant Where Purchased: Price Paid: Instructions: 1. Print and mail this page with your original or copy of a valid receipt or proof of purchase to the address below by [date]. [address of claims administrator] 2. Remember that the receipt or proof of purchase must be from a merchant or a financial institution. The receipt or equivalent proof of purchase must specify the Flash Memory Device that was purchased, the brand, the price paid, date of purchase and the merchant name. Please note that original receipts and proofs of purchase will NOT be returned. 3. If you would like to make claims for more than one Flash Memory Device, please complete, print and mail one form for each Flash Memory Device. You may place multiple forms in the same envelope. To fill out another form, click here <link>. Make sure to include an original or copy of a valid receipt or equivalent original proof of purchase for each Flash Memory Device claimed. 4. A Refund check will be sent to you by mail when the settlement becomes effective. 05478/1826168.1 (0) -2-
  20. 20. EXHIBIT 6
  21. 21. Flash Memory Settlement Online Claim Form* Instructions: Submit this Online Claim Form to receive a ten (10) percent Discount code toward a future purchase of a Flash Memory Device. You must be a Class Member who has purchased a Flash Memory Device from SanDisk, Lexar, Fuji, Kodak or PNY. You can receive up to one Discount code per Defendant. Each Discount code can be used once, towards a single purchase of a Flash Memory Device at Defendants’ Online Stores, and cannot be combined with any other offer. Each Discount code will expire one year after the settlement becomes effective, or one year after the date that it is sent to you, whichever is later. Please provide the following information * Information required here is for purposes of this settlement only and will not be used for any other purpose Name: Email Address: Mailing Address: City/State/Zip Products purchased (check all that apply): SanDisk, Lexar, PNY Electronics, Fuji, Kodak [Validate for errors and missing fields, then next page] [Page 2 one set of fields appears for each manufacturer checked on previous page] Please complete the following information SanDisk Name and Capacity of Product: [number of megabytes (MB) or gigabytes (GB)] Date of Purchase:_________________ Merchant From Whom You Purchased: Price Paid: Lexar Name and Capacity of Product: [number of megabytes (MB) or gigabytes (GB)] 05478/1826179.1
  22. 22. Date of Purchase:_________________ Merchant From Whom You Purchased: Price Paid: ]Etc.] [Validate for errors and missing fields, then next page. ] [Page 3—] [show all information entered on previous pages for verification] Declaration: I declare under penalty of perjury pursuant to the laws of the United States and the state of California that the foregoing information is true and correct and that the purchase reflected above was for personal, and not business use. SUBMIT [Page 4] Your claim form has been received. You are eligible for __ Discount code(s). An email verification has been sent to you at ________________. After the settlement becomes effective, you will receive another email with the Discount codes and instructions on how to use them at the following websites: [ ] 05478/1826179.1 (0) -2-

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