UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

LINDA WONG, Individually and on Behalf of

All Others Similarly Situated,

Plaintiff,

vs.

ACCRETIVE HEALTH, INC., et al.,

Defendants.

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No. 1:12-cv-03102

CLASS ACTION

Judge Sharon Johnson Coleman

Magistrate Judge Arlander Keys 

FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

This matter came before the Court for hearing pursuant to the Order Preliminarily

Approving Settlement and Providing for Notice (“Notice Order”) dated October 4, 2013, on the

application of the Settling Parties for approval of the Settlement set forth in the Settlement

Agreement dated September 19, 2013 (the “Stipulation” or the “Settlement Agreement”). Due

and adequate notice having been given to the Class as required in said Notice Order, and the

Court having considered all papers filed and proceedings had herein and otherwise being fully

informed in the premises and good cause appearing therefore, IT IS HEREBY ORDERED,

ADJUDGED, AND DECREED that:

1. This Final Judgment incorporates by reference the definitions in the Settlement

Agreement, and all terms used herein shall have the same meanings as set forth in the Settlement

Agreement, unless otherwise set forth herein.

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2. This Court has jurisdiction over the subject matter of the Action and over all

Settling Parties to the Action, including all members of the Class.

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court certifies a

Class for settlement purposes only defined as: All persons, without geographic limitation, who

purchased or otherwise acquired Accretive Health common stock during the period from

November 10, 2010 through and including April 27, 2012, or their successor in interest, and who

were damaged by Defendants’ alleged violations of Sections 10(b) and/or 20(a) of the Securities

Exchange Act of 1934. Excluded from the Class are Defendants, the current officers and

directors of the Company, members of their immediate families, any entity in which a Defendant

has a controlling interest, and the legal representatives, heirs, successors or assigns of any such

excluded party. Also excluded from the Class are those Persons who timely and validly

excluded themselves therefrom (identified in Exhibit 1 attached hereto).

4. Pursuant to Federal Rule of Civil Procedure 23, this Court hereby approves the

Settlement set forth in the Settlement Agreement and finds that said Settlement is, in all respects,

fair, reasonable, and adequate to the Class.

5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court finds that

the Settlement Agreement and Settlement are fair, reasonable, and adequate as to each of the

Settling Parties, and that the Settlement Agreement and Settlement are hereby finally approved

in all respects, and the Settling Parties are hereby directed to perform its terms.

6. Accordingly, the Court authorizes and directs implementation of all the terms and

provisions of the Settlement Agreement, as well as the terms and provisions hereof. The Court

hereby dismisses, as to Defendants, the Action and all Released Claims of the Class with

prejudice, without costs as to any of the Released Persons, except as and to the extent provided

in the Settlement Agreement and herein.

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7. Upon the Effective Date hereof, and as provided in the Settlement Agreement,

Lead Plaintiff shall, and each of the Class Members shall be deemed to have, and by operation of

this Final Judgment shall have, fully, finally, and forever released, relinquished, and discharged

all Released Claims (including, without limitation, Unknown Claims) against the Released

Persons, whether or not such Class Member executes and delivers the Proof of Claim and

Release.

8. Upon the Effective Date hereof, and as provided in the Settlement Agreement,

each of the Released Persons shall be deemed to have, and by operation of this Final Judgment

shall have, fully, finally, and forever released, relinquished, and discharged Lead Plaintiff, each

and all of the Class Members, and Plaintiffs’ Counsel from all claims (including, without

limitation, Unknown Claims) arising out of, relating to, or in connection with, the institution,

prosecution, assertion, settlement, or resolution of the Action or the Released Claims.

9. Upon the Effective Date hereof, and as provided in the Settlement Agreement,

Lead Plaintiff and each of the Class Members, and their heirs, executors, administrators,

successors, and assigns, shall also be deemed to have, and by operation of this Judgment shall

have, fully, finally, and forever released, relinquished, and discharged the Released Persons and

their counsel from all Released Claims (including, without limitation, Unknown Claims) arising

out of the defense, conduct, settlement, or resolution of the Action or the Released Claims.

10. Upon the Effective Date, Lead Plaintiff and each of the Class Members who have

not timely opted out of the Class, and their predecessors, successors, agents, representatives,

attorneys, and affiliates, and the heirs, executors, administrators, successors, and assigns of each

of them, directly or indirectly, individually, representatively, or in any other capacity, shall be

permanently barred and enjoined from the assertion, institution, maintenance, prosecution, or

enforcement against any Released Person, in any state or federal court or arbitral forum, or in the

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court of any foreign jurisdiction, of any and all Released Claims (including, without limitation,

Unknown Claims), as well as any other claims arising out of, relating to, or in connection with,

the defense, settlement, or resolution of the Action or the Released Claims.

11. The Notice of Pendency and Proposed Settlement of Class Action given to the

Class in accordance with the Notice Order entered on October 4, 2013 was the best notice

practicable under the circumstances, including the individual notice to all members of the Class

who could be identified through reasonable effort. Said notice provided the best notice

practicable under the circumstances of those proceedings and of the matters set forth therein,

including the proposed Settlement set forth in the Settlement Agreement, to all Persons entitled

to such notice, and said notice fully satisfied the requirements of Federal Rule of Civil Procedure

23 and the requirements of due process.

12. Any plan of distribution submitted by Lead Counsel or any order entered

regarding any attorneys’ fee and expense application shall in no way disturb or affect this

Judgment and shall be considered separate from this Judgment.

13. Neither the Settlement Agreement nor the Settlement contained therein, nor any

act performed or document executed pursuant to or in furtherance of the Settlement Agreement

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

of, the validity of any Released Claim, or of any wrongdoing or liability of the Released Persons;

or (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or

omission of any of the Released Persons; or (c) is or may be deemed to be or may be used as an

admission or evidence that any claims asserted by Lead Plaintiff were not valid or that the

amount recoverable was not greater than the Settlement amount, in any civil, criminal, or

administrative proceeding in any court, administrative agency, or other tribunal. The Released

Persons may file the Settlement Agreement and/or this Judgment in any action that may be

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

judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any

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

14. Without affecting the finality of this Judgment in any way, this Court hereby

retains continuing exclusive jurisdiction over: (a) implementation of this Settlement and any

award or distribution of the Settlement Fund, including interest earned thereon; (b) disposition of

the Settlement Fund; (c) hearing and determining applications for attorneys’ fees, interest, and

expenses in the Action; and (d) all Settling Parties hereto for the purpose of construing,

enforcing, and administering the Settlement Agreement.

15. The Court finds that during the course of the Action, the Settling Parties and their

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

Procedure 11.

16. The Court has considered the objection filed by James Hayes, and finds it to be

without merit. The objection is therefore overruled in its entirety.

17. In the event that the Settlement does not become effective in accordance with the

terms of the Settlement Agreement, or the Effective Date does not occur, or in the event that the

Settlement Fund, or any portion thereof, is returned to the Defendants, then this Judgment shall

be rendered null and void to the extent provided by and in accordance with the Settlement

Agreement and shall be vacated and, in such event, all orders entered and releases delivered in

connection herewith shall be null and void to the extent provided by and in accordance with the

Settlement Agreement.

18. Without further order of the Court, the Settling Parties may agree to reasonable

extensions of time to carry out any of the provisions of the Settlement Agreement.

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19. The Court directs immediate entry of this Final Judgment by the Clerk of the

Court.

IT IS SO ORDERED.

DATED: April 30, 2014 ______________________________________________

SHARON JOHNSON COLEMAN

UNITED STATES DISTRICT JUDGE

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