UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

BRISTOL COUNTY RETIREMENT 

SYSTEM, Individually and on Behalf of All 

Others Similarly Situated,

Plaintiff,

vs.

ALLSCRIPTS HEALTHCARE SOLUTIONS, 

INC., et al.,

Defendants.

)

)

)

)

)

)

)

)

)

)

)

)

)

No. 1:12-cv-03297

CLASS ACTION

Judge Jorge L. Alonso

Magistrate Judge Young B. Kim

ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING 

FOR NOTICE

1017966_2

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 1 of 45 PageID #:2766
WHEREAS, an action is pending before this Court styled Bristol County Retirement System 

v. Allscripts Healthcare Solutions, Inc., et al., No. 1:12-cv-03297 (the “Action”);

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

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

with a Settlement Agreement dated April 1, 2015 (the “Settlement Agreement”), which, together 

with the Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of 

the Action between the Settling Parties and for dismissal of the Action against the Defendants and 

their Related Persons with prejudice upon the terms and conditions set forth therein; and the Court 

having read and considered the Settlement Agreement and the Exhibits annexed thereto; and

WHEREAS, unless otherwise defined, all defined terms herein have the same meanings as 

set forth in the Settlement Agreement.

NOW, THEREFORE, IT IS HEREBY ORDERED:

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

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

below.

2. A hearing (the “Settlement Hearing”) shall be held before this Court on July 22, 2015, 

at 9:30 a.m., at the United States District Court for the Northern District of Illinois, Everett 

McKinley Dirksen United States Courthouse, Courtroom 1700, 219 South Dearborn Street, Chicago, 

Illinois 60604, to certify a Class of Persons for settlement purposes, to determine whether the 

proposed Settlement of the Action on the terms and conditions provided for in the Settlement 

Agreement is fair, reasonable, and adequate to the Class and should be approved by the Court; to 

determine whether a Judgment as provided in ¶1.11 of the Settlement Agreement should be entered; 

to determine whether the proposed Plan of Allocation should be approved; to determine the amount 

of fees and expenses that should be awarded to Lead Counsel; to determine the amount of expenses 

- 1 - 1017966_2

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 2 of 45 PageID #:2767
to be awarded to Lead Plaintiffs for their service to the Class; to hear any objections by Class 

Members to the Settlement Agreement or Plan of Allocation or any award of fees and expenses to 

Plaintiffs’ Counsel and to Lead Plaintiffs; and to consider such other matters as the Court may deem 

appropriate.

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 who purchased the common stock of 

Allscripts between November 8, 2010 and April 26, 2012, inclusive, and were damaged thereby. 

Excluded from the Class are Defendants, the officers and directors of Allscripts and their families 

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

themselves therefrom.

4. Pursuant to Rule 23(c) of the Federal Rules of Civil Procedure, the Court appoints the 

firm Gilardi & Co. LLC (“Claims Administrator”) to supervise and administer the notice procedure 

as well as the processing of claims as more fully set forth below:

(a) Within ten (10) calendar days after execution of the Settlement Agreement, 

counsel for Defendants, if they have not already done so, shall provide the Claims Administrator and 

Lead Counsel with a list of names and addresses of record holders of Allscripts common stock 

during the Class Period;

(b) Not later than April 23, 2015 (the “Notice Date”), Lead Counsel and/or the 

Claims Administrator shall commence mailing of the Notice and the Proof of Claim and Release 

form, substantially in the forms annexed as Exhibits A-1 and A-2 hereto, to be mailed by First-Class 

Mail to all Class Members who can be identified with reasonable effort and to be posted on the 

Claims Administrator’s website at www.allscriptssecuritieslitigation.com; 

- 2 - 1017966_2

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 3 of 45 PageID #:2768
(c) Not later than May 4, 2015, the Claims Administrator shall cause the 

Summary Notice to be published once in the national edition of Investor’s Business Daily and once 

over a national newswire service; and

(d) Not later than July 10, 2015, Lead Counsel shall serve on Defendants’ counsel 

and file with the Court proof, by affidavit or declaration, of such mailing and publishing.

5. Nominees who purchased Allscripts common stock for the benefit of another Person 

during the Class Period, shall be requested to send the Notice and Proof of Claim and Release form 

to such beneficial owners of Allscripts common stock within ten (10) calendar days after receipt 

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

Administrator within ten (10) calendar days of receipt thereof, in which event the Claims 

Administrator shall promptly mail the Notice and Proof of Claim and Release form to such 

beneficial owners.

6. Other than the cost, if any, of providing the names and addresses of Persons who 

purchased Allscripts common stock during the Class Period to Lead Counsel and/or the Claims 

Administrator, all fees, costs, and expenses incurred in identifying and notifying members of the 

Class shall be paid from the Settlement Fund and in no event shall any of the Released Persons bear 

any responsibility for such fees, costs, or expenses.

7. All members of the Class (except Persons who request exclusion pursuant to ¶10 

below) shall be bound by all determinations and judgments in the litigation concerning the 

Settlement, including, but not limited to, the releases provided for therein, whether favorable or 

unfavorable to the Class, regardless of whether such Persons seek or obtain by any means, including, 

without limitation, by submitting a Proof of Claim and Release form or any similar document, any 

distribution from the Settlement Fund or the Net Settlement Fund.

- 3 - 1017966_2

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 4 of 45 PageID #:2769
8. Class Members who wish to participate in the Settlement shall complete and submit 

the Proof of Claim and Release form in accordance with the instructions contained therein. Unless 

the Court orders otherwise, all Proofs of Claim and Release must be postmarked or submitted 

electronically no later than July 22, 2015. Any Class Member who does not submit a Proof of Claim 

and Release within the time provided shall be barred from sharing in the distribution of the proceeds 

of the Net Settlement Fund, unless otherwise ordered by the Court, but shall nevertheless be bound 

by any final judgment entered by the Court. Notwithstanding the foregoing, Lead Counsel shall 

have the discretion (but not the obligation) to accept late-submitted claims for processing by the 

Claims Administrator so long as distribution of the Net Settlement Fund is not materially delayed 

thereby.

9. Any member of the Class may enter an appearance in the Action, at his, her, or its 

own expense, individually or through counsel of their own choice. If they do not enter an 

appearance, they will be represented by Lead Counsel.

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

or “opt out” from the Class. Any such Person must submit to the Claims Administrator a request for 

exclusion (“Request for Exclusion”), postmarked no later than July 1, 2015. A Request for 

Exclusion must be signed and state (a) the name, address, and telephone number of the Person 

requesting exclusion; (b) the Person’s purchases and sales of Allscripts common stock from 

November 8, 2010 through and including April 26, 2012, including the dates, the number of shares 

of Allscripts common stock purchased or sold, and price paid or received for each such purchase or 

sale; and (c) that the Person wishes to be excluded from the Class. All Persons who submit valid and 

timely Requests for Exclusion in the manner set forth in this paragraph shall have no rights under the 

Settlement Agreement, shall not share in the distribution of the Net Settlement Fund, and shall not be 

bound by the Settlement Agreement or any final judgment.

- 4 - 1017966_2

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 5 of 45 PageID #:2770
11. Lead Counsel shall cause to be provided to Defendants’ counsel copies of all 

Requests for Exclusion, and any written revocation of Requests for Exclusion, as expeditiously as 

possible and in any event not less than fourteen (14) days prior to the Settlement Hearing.

12. Any member of the Class may appear and object if he, she, or it has any reason why 

the proposed Settlement of the Action should not be approved as fair, reasonable and adequate, or 

why a judgment should not be entered thereon, why the Plan of Allocation should not be approved, 

why attorneys’ fees and expenses should not be awarded to counsel for Lead Plaintiffs and to Lead 

Plaintiffs for their service to the Class; provided, however, that no Class Member or any other 

Person shall be heard or entitled to contest the approval of the terms and conditions of the proposed 

Settlement, or, if approved, the Judgment to be entered thereon approving the same, or the order 

approving the Plan of Allocation, or any attorneys’ fees and expenses to be awarded to Plaintiffs’ 

Counsel or Lead Plaintiffs, unless written objections and copies of any papers and briefs are received 

by Theodore J. Pintar, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San 

Diego, CA 92101; and James W. Ducayet, Sidley Austin LLP, One South Dearborn Street, Chicago, 

IL 60603, on or before July 1, 2015; and said objections, papers, and briefs are filed with the Clerk 

of the United States District Court for the Northern District of Illinois, on or before July 1, 2015. 

Any member of the Class who does not make his, her, or its objection in the manner provided shall 

be deemed to have waived such objection and shall forever be foreclosed from making any objection 

to the fairness, reasonableness, or adequacy of the proposed Settlement as incorporated in the 

Settlement Agreement, to the Plan of Allocation, or to the award of attorneys’ fees and expenses to 

Plaintiffs’ Counsel or Lead Plaintiffs, unless otherwise ordered by the Court.

13. All funds held by the Escrow Agent shall be deemed and considered to be in custodia 

legis, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be 

distributed pursuant to the Settlement Agreement and/or further order(s) of the Court.

- 5 - 1017966_2

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 6 of 45 PageID #:2771
14. All papers in support of the Settlement, Plan of Allocation, and any application by 

Lead Counsel and Lead Plaintiffs for attorneys’ fees and expenses shall be filed and served no later 

than June 17, 2015 and any reply papers shall be filed and served no later than July 10, 2015.

15. The Released Persons shall have no responsibility for the Plan of Allocation or any 

application for attorneys’ fees or expenses submitted by Lead Counsel or Lead Plaintiffs, and such 

matters will be considered separately from the fairness, reasonableness, and adequacy of the 

Settlement.

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

Allocation proposed by Lead Counsel, and any application for attorneys’ fees and expenses should 

be approved.

17. All reasonable expenses incurred in identifying and notifying Class Members as well 

as administering the Settlement Fund shall be paid as set forth in the Settlement Agreement. In the 

event the Court does not approve the Settlement, or it otherwise fails to become effective, neither 

Lead Plaintiffs nor any of their counsel shall have any obligation to repay any amounts actually and 

properly incurred or disbursed pursuant to ¶¶3.6 or 3.7 of the Settlement Agreement.

18. Neither the Settlement Agreement, nor any of its terms or provisions, nor any of the 

negotiations or proceedings connected with it, shall be construed as an admission or concession by 

any of the Released Persons of the truth of any of the allegations in the Action, or of any liability, 

fault, or wrongdoing of any kind.

19. All proceedings in the Action are stayed until further order of this Court, except as 

may be necessary to implement the Settlement or comply with the terms of the Settlement 

Agreement. Pending final determination of whether the Settlement should be approved, neither Lead 

Plaintiffs nor any Class Member, either directly, representatively, or in any other capacity shall 

- 6 - 1017966_2

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 7 of 45 PageID #:2772
commence or prosecute against any of the Released Persons any action or proceeding in any court or 

tribunal asserting any of the Released Claims.

20. The Court reserves the right to alter the time or the date of the Settlement Hearing 

without further notice to the members of the Class, provided that the time or the date of the 

Settlement Hearing shall not be set at a time or date earlier than the time and date set forth in ¶2 

above, and retains jurisdiction to consider all further applications arising out of or connected with the 

proposed Settlement. The Court may approve the Settlement, with such modifications as may be 

agreed to by the Settling Parties, if appropriate, without further notice to the Class.

SO ORDERED.

4/9/15 ______________________________________________

Jorge L. Alonso

United States District Judge

- 7 - 1017966_2

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 8 of 45 PageID #:2773
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

BRISTOL COUNTY RETIREMENT 

SYSTEM, Individually and on Behalf of All 

Others Similarly Situated,

Plaintiff,

vs.

ALLSCRIPTS HEALTHCARE SOLUTIONS, 

INC., et al.,

Defendants.

)

)

)

)

)

)

)

)

)

)

)

)

)

No. 1:12-cv-03297

CLASS ACTION

Judge Jorge L. Alonso

Magistrate Judge Young B. Kim

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION

EXHIBIT A-1

1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 9 of 45 PageID #:2774
TO: ALL PERSONS WHO PURCHASED THE COMMON STOCK OF ALLSCRIPTS 

HEALTHCARE SOLUTIONS, INC. (“ALLSCRIPTS” OR THE “COMPANY”) 

BETWEEN NOVEMBER 8, 2010 AND APRIL 26, 2012, INCLUSIVE

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS 

MAY BE AFFECTED BY PROCEEDINGS IN THIS ACTION. PLEASE NOTE THAT IF YOU 

ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE 

SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS FUND, 

YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM POSTMARKED 

OR SUBMITTED ONLINE ON OR BEFORE JULY 22, 2015.

A federal court authorized this Notice. This is not a solicitation from a lawyer.

This Notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure 

and an Order of the United States District Court for the Northern District of Illinois (the “Court”). 

The purpose of this Notice of Pendency and Proposed Settlement of Class Action (“Notice”) is to 

inform you of the proposed settlement of this securities class action litigation (the “Settlement”) and 

of the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the 

Settlement. The Settlement resolves the Class’s claims asserted against the Defendants. This Notice 

describes the rights you may have in connection with the Settlement and what steps you may take in 

relation to the Settlement and this class action litigation.

The proposed Settlement creates a fund in the amount of Nine Million Seven Hundred Fifty 

Thousand Dollars ($9,750,000.00) in cash plus interest that accrues on the fund prior to distribution. 

Based on the information currently available to Lead Plaintiffs and the analysis performed by their 

damages consultant, it is estimated that if Class Members submit claims for 100% of the shares 

eligible for distribution, the estimated average distribution per share will be approximately $0.10 

before deduction of Court-approved fees and expenses. Historically, actual claims rates are less than 

100%, which result in higher distributions per share. Your actual recovery from this fund will 

- 1 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 10 of 45 PageID #:2775
depend on a number of variables, including the expense of administering the Settlement, number of 

claimants, the amount of Allscripts common stock you and they purchased, the amount of Allscripts 

common stock you and they sold, and the timing of your purchases or sales, if any (see the Plan of 

Allocation below for a more detailed description of how the settlement proceeds will be allocated 

among Class Members).

The Defendants have denied and continue to deny each and all of the claims and contentions 

alleged in the Action. The issues on which the parties disagree include, but are not limited to: 

(1) whether the statements made or facts allegedly omitted were false, material, or otherwise 

actionable under the federal securities laws; (2) the extent to which the various matters that Lead 

Plaintiffs alleged were materially false or misleading influenced (if at all) the trading price of 

Allscripts common stock; (3) the extent to which the various allegedly adverse material facts that 

Lead Plaintiffs alleged were omitted influenced (if at all) the trading price of Allscripts common 

stock; (4) the extent to which external factors, such as general market conditions, influenced the 

trading price of Allscripts common stock; (5) the effect of various market forces influencing the 

trading price of Allscripts common stock; (6) the amount by which the price of Allscripts common 

stock was allegedly artificially inflated (if at all); and (7) the appropriate economic model for 

determining the amount by which the price of Allscripts common stock was allegedly artificially 

inflated (if at all). Lead Plaintiffs and Defendants do not agree on the average amount of damages 

per share that would be recoverable if Lead Plaintiffs were to have prevailed on each claim asserted. 

The Defendants deny that they have violated the federal securities laws or any laws.

Lead Plaintiffs believe that the proposed Settlement is a good recovery and is in the best 

interests of the Class. There were significant risks associated with continuing to litigate through 

trial, and if the Defendants succeeded in dismissing the Action, at summary judgment, or prevailed 

at trial, the Class would receive nothing. In addition, the amount of damages recoverable by the 

- 2 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 11 of 45 PageID #:2776
Class was and is challenged by the Defendants. Recoverable damages in this case are limited to 

losses caused by conduct actionable under applicable law, and had the Action gone to trial, the 

Defendants intended to assert that all of the losses of Class Members were caused by non-actionable 

market, industry, general economic or company-specific factors, other than the revelation of the facts 

alleged to be misleadingly stated or omitted.

Lead Counsel have not received any payment for their services in conducting this Action on 

behalf of Lead Plaintiffs and the members of the Class, nor have they been paid their litigation 

expenses. If the Settlement is approved by the Court, Lead Counsel will apply to the Court for 

attorneys’ fees of up to 33% of the settlement proceeds plus expenses not to exceed $170,000, plus 

interest on such amounts, all of which shall be paid from the Settlement Fund. If the amounts 

requested by counsel are approved by the Court, the average cost per share would be approximately 

$0.035.

This Notice is not an expression of any opinion by the Court about the merits of any of the 

claims or defenses asserted by any party in this Action or the fairness or adequacy of the proposed 

Settlement.

For further information regarding this Settlement you may contact: Rick Nelson, c/o 

Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San 

Diego, CA 92101, Telephone: 1-800-449-4900. Please do not call any representative of the 

Defendants or the Court.

I. NOTICE OF HEARING ON PROPOSED SETTLEMENT

A hearing (the “Settlement Hearing”) will be held on July 22, 2015, at 9:30 a.m., before the 

Honorable Jorge L. Alonso, United States District Judge, at the United States District Court for the 

Northern District of Illinois, Everett McKinley Dirksen United States Courthouse, Courtroom 1700, 

219 South Dearborn Street, Chicago, Illinois 60604. The purpose of the Settlement Hearing will be 

- 3 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 12 of 45 PageID #:2777
to determine: (1) whether the Settlement consisting of Nine Million Seven Hundred Fifty Thousand 

Dollars ($9,750,000.00) in cash plus accrued interest on the Settlement Amount should be approved 

as fair, reasonable, and adequate to the Class, which would result in this Action being dismissed with 

prejudice against the Released Persons as set forth in the Settlement Agreement dated April 1, 2015; 

(2) whether the proposed plan to distribute the settlement proceeds (the “Plan of Allocation”) is fair, 

reasonable, and adequate; and (3) whether the application by Lead Counsel and Lead Plaintiffs for 

an award of attorneys’ fees and expenses should be approved. The Court may adjourn or continue 

the Settlement Hearing without further notice to the Class.

II. DEFINITIONS USED IN THIS NOTICE

1. “Authorized Claimant” means any member of the Class who submits a timely and 

valid Proof of Claim and Release form and whose claim for recovery has been allowed pursuant to 

the terms of the Settlement Agreement.

2. “Claims Administrator” means the firm of Gilardi & Co. LLC.

3. “Class” means all persons who purchased the common stock of Allscripts between 

November 8, 2010 and April 26, 2012, inclusive, and were damaged thereby. Excluded from the 

Class are Defendants, the officers and directors of Allscripts and their families and affiliates. Also 

excluded from the Class are those Persons who timely and validly exclude themselves therefrom.

4. “Class Member” means a Person who falls within the definition of the Class as set 

forth above.

5. “Class Period” means the period from November 8, 2010 through and including 

April 26, 2012.

6. “Defendants” means Allscripts, Glen E. Tullman, William J. Davis and Lee Shapiro.

7. “Effective Date” means the first date by which all of the events and conditions 

specified in ¶8.1 of the Settlement Agreement have been met and have occurred.

- 4 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 13 of 45 PageID #:2778
8. “Escrow Account” means the account controlled by the Escrow Agent.

9. “Escrow Agent” means Robbins Geller Rudman & Dowd LLP or its successor(s).

10. “Final” means when the last of the following with respect to the Judgment approving 

the Settlement, in the form of Exhibit B attached to the Settlement Agreement, shall occur: (i) the 

expiration of the time to file a motion to alter or amend the Judgment under Federal Rule of Civil 

Procedure 59(e) has passed without any such motion having been filed; (ii) the expiration of the time 

in which to appeal the Judgment has passed without any appeal having been taken; and (iii) if a 

motion to alter or amend is filed or if an appeal is taken, the determination of that motion or appeal 

such that it is no longer subject to any further judicial review of appeal whatsoever, and in such a 

manner as to permit the consummation of the Settlement, in accordance with the terms and 

conditions of the Settlement Agreement. For purposes of this paragraph, an “appeal” shall include 

any petition for a writ of certiorari or other writ that may be filed in connection with approval or 

disapproval of this Settlement, but shall not include any appeal that concerns only the issue of 

attorneys’ fees and expenses or any Plan of Allocation of the Settlement Fund.

11. “Judgment” means the judgment and order of dismissal with prejudice to be rendered 

by the Court upon approval of the Settlement, substantially in the form attached to the Settlement 

Agreement as Exhibit B.

12. “Lead Counsel” means Robbins Geller Rudman & Dowd LLP, 655 West Broadway, 

Suite 1900, San Diego, CA 92101.

13. “Lead Plaintiffs” means The Government of Bermuda Contributory and Public 

Service Superannuation Pension Plans and the International Brotherhood of Electrical Workers 

Local Union 38 Pension Fund.

- 5 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 14 of 45 PageID #:2779
14. “Net Settlement Fund” means the portion of the Settlement Fund that shall be 

distributed to Authorized Claimants as allowed by the Settlement Agreement, the Plan of Allocation, 

or the Court, after provision for the amounts set forth in ¶6.4 of the Settlement Agreement.

15. “Person” means an individual, corporation, 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 his, 

her or its spouses, heirs, predecessors, successors, representatives, or assignees.

16. “Plaintiffs’ Counsel” means any counsel who entered an appearance in the Action or 

any action that has been consolidated with the Action.

17. “Plan of Allocation” means a plan or formula of allocation of the Net Settlement 

Fund whereby the Net Settlement Fund shall be distributed to Authorized Claimants. Any Plan of 

Allocation is not part of the Settlement Agreement and the Released Persons shall have no 

responsibility or liability with respect to the Plan of Allocation.

18. “Related Persons” means, with respect to the Defendants, each and all of their 

respective present or former parents, subsidiaries, affiliates, successors and assigns, and each and all 

of their respective present or former officers, directors, employees, employers, attorneys, 

accountants, financial advisors, commercial bank lenders, insurers, reinsurers, investment bankers, 

representatives, general and limited partners and partnerships, heirs, executors, administrators, 

successors, affiliates, agents, spouses, associates, and assigns of each of them or any trust of which 

any Defendant and/or their Related Persons is the settlor or which is for the benefit of any Defendant 

and/or their Related Persons and/or member(s) of his or her family and any entity in which any such 

Defendant and/or their Related Persons has a controlling interest.

19. “Released Claims” means any and all claims, causes of action, rights, actions, suits, 

obligations, debts, demands, judgments, agreements, promises, liabilities, damages, losses, 

- 6 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 15 of 45 PageID #:2780
controversies, costs, expenses or attorney fees, of every nature and description whatsoever that were, 

may have been, or could have been asserted in the Action and whether direct or indirect, now known 

or unknown, suspected or unsuspected, accrued or unaccrued, in law or in equity whether having 

arisen or yet to arise, including, without limitation, any claims of violations of federal or state 

securities laws and any federal or state claims of fraud, intentional misrepresentation, negligent 

misrepresentation, negligence, gross negligence, breach of fiduciary duty, or violations of any state 

or federal statutes, rules or regulations (including “Unknown Claims” as defined below), that have 

been or could have been alleged or asserted now or in the future by the Lead Plaintiffs or any Class 

Member against the Defendants or any of them or any of the Released Persons in this Action or in 

any other court action or before any administrative body, tribunal, arbitration panel, or other 

adjudicatory body, arising out of, relating to, or in connection with: (a) both a Class Member’s legal 

or beneficial acquisition of Allscripts common stock during the Class Period and the acts, facts, 

transactions, events, occurrences, disclosures, statements, omissions, or failures to act that were 

alleged, may have been alleged, or could have been alleged in the Action; or (b) any claims relating 

to the institution, prosecution, assertion, settlement, or resolution of the Action.

20. “Released Persons” means each and all of Defendants and each and all of their 

Related Persons.

21. “Settlement Amount” means Nine Million, Seven Hundred Fifty Thousand Dollars 

($9,750,000) in cash paid by or on behalf of Defendants pursuant to ¶3.1 of the Settlement 

Agreement.

22. “Settlement Fund” means the Settlement Amount, together with all interest and 

income earned thereon after being transferred to an account controlled by the Escrow Agent. Such 

amount is paid as consideration for full and complete settlement of all the Released Claims.

- 7 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 16 of 45 PageID #:2781
23. “Settling Parties” means Defendants and Lead Plaintiffs on behalf of themselves and 

the Class Members.

24. “Unknown Claims” means any Released Claims which Lead Plaintiffs or any Class 

Member do not know or suspect to exist in his, her or its favor at the time of the release of the 

Released Persons which, if known by him, her or it, might have affected his, her or its settlement 

with and release of the Released Persons, or might have affected his, her or its decision not to object 

to this Settlement. With respect to any and all Released Claims, the Settling Parties stipulate and 

agree that, upon the Effective Date, Lead Plaintiffs shall expressly and each of the Class Members 

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

extent permitted by law 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 Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by 

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

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

which is similar, comparable, or equivalent to California Civil Code §1542. Lead Plaintiffs and 

Class Members may hereafter discover facts in addition to or different from those which he, she or it 

now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead 

Plaintiffs shall expressly, and each Class Member, upon the Effective Date, shall be deemed to have, 

and by operation of the Judgment shall have, fully, finally, and forever settled and released any and 

all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, 

whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of 

- 8 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 17 of 45 PageID #:2782
law or equity now existing or coming into existence in the future, including, but not limited to, 

conduct that is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, 

without regard to the subsequent discovery or existence of such different or additional facts, whether 

or not previously or currently asserted in any action. Lead Plaintiffs acknowledge, and the Class 

Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing 

waiver was separately bargained for and an essential term of the Settlement of which this release is a 

part.

III. THE LITIGATION

This case is currently pending before the Honorable Jorge L. Alonso in the United States 

District Court for the Northern District of Illinois (“the Court”). It is brought on behalf of the Class 

(to be certified for settlement purposes only) of all persons who purchased the common stock of 

Allscripts between November 8, 2010 and April 26, 2012, inclusive (“the Class Period”) and were 

damaged by Defendants’ alleged violations of §§10(b), 20(a), and 20A of the Securities Exchange 

Act of 1934 (“Exchange Act”). The initial complaint was filed on May 2, 2012, and on November 9, 

2012, the Court issued an order appointing The Government of Bermuda Contributory and Public 

Service Superannuation Pension Plans and the International Brotherhood of Electrical Workers 

Local Union 38 Pension Fund as Lead Plaintiffs, and Robbins Geller Rudman & Dowd LLP Lead 

Counsel. On January 10, 2013, Lead Plaintiffs filed their complaint, which was amended on 

May 15, 2013 (“the Amended Complaint”).

Lead Plaintiffs alleged in the Amended Complaint that during the Class Period, Defendants 

made false and misleading statements to investors regarding the success of Allscripts’ merger with 

Eclipsys Corporation, and in particular regarding the progress of Defendants’ efforts to integrate the 

two companies’ software products and personnel. Lead Plaintiffs further alleged that Defendants’ 

financial guidance for 2012 did not have a reasonable basis, because of the undisclosed obstacles to 

- 9 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 18 of 45 PageID #:2783
product integration and discord within the Company. Finally, Lead Plaintiffs alleged that Defendant 

Shapiro sold 100,000 shares of Allscripts stock while in possession of material, nonpublic 

information, in violation of §20A of the Exchange Act.

From the outset of the litigation, Defendants have denied all of these allegations and have 

consistently maintained that they never made any statement to the market that was or that they 

believed was false or misleading, that their statements were forward-looking and protected by the 

Private Securities Litigation Reform Act’s Safe Harbor provisions, and that Defendants’ stock sales 

neither violated §20A of the Exchange Act nor supported an inference of scienter. Defendants 

believed at the time and still believe that, during the Class Period and at all other times, Defendants’ 

public statements were truthful, accurate, and not misleading, including those statements regarding 

the integration of products and personnel, and that their 2012 financial guidance had a reasonable 

basis. As a result, and as argued in their motion to dismiss the Action, which is pending at the time 

of this Settlement, Defendants contend that Lead Plaintiffs did not plead an actionable claim and 

cannot prove any element of securities fraud, including, but not limited to, scienter.

On May 28, 2013, Defendants moved to dismiss the Amended Complaint with prejudice, 

asserting that Lead Plaintiffs failed to state a claim for relief and that further amendments would be 

futile. Lead Plaintiffs filed their opposition on June 24, 2013, and Defendants filed their reply on 

July 22, 2013. At the time the Settling Parties reached an agreement to settle the Action, 

Defendants’ motion to dismiss the Amended Complaint was pending before the Court.

During the litigation, the Settling Parties participated in a full-day mediation session, as well 

as numerous follow up communications, with well-respected mediator Hunter R. Hughes, Esq., who 

has extensive experience mediating complex class action litigations such as this Action. The 

mediation included the exchange of lengthy briefs detailing the parties’ respective arguments 

concerning liability and damages and substantial communications with the mediator and with each 

- 10 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 19 of 45 PageID #:2784
other regarding their respective views of the merits of the Action. The parties ultimately agreed to 

settle the Action based upon a Mediator’s Proposal issued by Mr. Hughes.

IV. CLAIMS OF THE LEAD PLAINTIFFS AND BENEFITS OF 

SETTLEMENT

Lead Plaintiffs and Lead Counsel believe that the claims asserted in the Action have merit. 

But Lead Plaintiffs and Lead Counsel recognize and acknowledge the expense and length of 

continued proceedings necessary to prosecute the Action against the Defendants through trial. Lead 

Plaintiffs and Lead Counsel also have taken into account the uncertain outcome and risks in 

connection with the pending motion to dismiss, Lead Plaintiffs’ forthcoming motion for class 

certification, Defendants’ anticipated summary judgment motion, and a jury trial, especially in 

complex matters such as this Action, as well as the risks posed by and the difficulties and delays 

relating to post-trial motions, and potential appeals of the Court’s determination of said motions, or 

the verdict of a jury. Lead Plaintiffs and Lead Counsel also are aware of the risks presented by the 

defenses to the securities law violations asserted in the Action. Lead Plaintiffs and Lead Counsel 

believe that the Settlement set forth in the Settlement Agreement confers substantial benefits upon 

the Class in light of the circumstances present here. Based on their evaluation, Lead Plaintiffs and 

Lead Counsel have determined that the Settlement set forth in the Settlement Agreement is in the 

best interests of Lead Plaintiffs and the Class.

V. THE DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY

The Defendants have denied and continue to deny that they have violated the federal 

securities laws or any laws and maintain that their conduct was at all times proper and in compliance 

with all applicable provisions of law. Defendants have denied and continue to deny specifically each 

and all of the claims and contentions alleged in the Action, along with all charges of wrongdoing or 

liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that 

- 11 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 20 of 45 PageID #:2785
could have been alleged, in the Action. Defendants also have denied and continue to deny, inter 

alia, the allegations that any of the Defendants made, knowingly or otherwise, any material 

misstatements or omissions; that any member of the Class has suffered any damages; that the price 

of Allscripts common stock was artificially inflated by reason of the alleged misrepresentations, 

omissions, or otherwise; or that the members of the Class were harmed by the conduct alleged in the 

Action or that could have been alleged as part of the Action. In addition, the Defendants maintain 

that they have meritorious defenses to all claims alleged in the Action.

Nonetheless, taking into account the uncertainty, risks, and costs inherent in any litigation, 

especially in complex cases such as this Action, Defendants have concluded that further conduct of 

the Action could be protracted and distracting. Defendants have, therefore, determined that it is 

desirable and beneficial to them that the Action be settled in the manner and upon the terms and 

conditions set forth in the Settlement Agreement. As set forth in ¶¶9.2-9.3 of the Settlement 

Agreement, the Settlement Agreement shall in no event be construed as or deemed to be evidence of 

an admission or concession by Defendants or any of the Released Persons with respect to any claim 

of any fault or liability or wrongdoing or damage whatsoever.

VI. TERMS OF THE PROPOSED SETTLEMENT

Defendants shall cause the Settlement Amount to be transferred to an account controlled by 

the Escrow Agent within ten (10) business days after the later of (a) the order granting the motion for 

preliminary approval or (b) the receipt by Defendants’ counsel of wire/check payee instructions and 

a Form W-9 providing the tax identification number for the Escrow Account. These funds, together 

with any interest and income earned thereon once transferred, shall constitute the Settlement Fund. 

A portion of the settlement proceeds will be used for certain administrative expenses, including costs 

of printing and mailing this Notice, the cost of publishing a newspaper notice, payment of any taxes 

assessed against the Settlement Fund, and costs associated with the processing of claims submitted. 

- 12 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 21 of 45 PageID #:2786
In addition, as explained below, a portion of the Settlement Fund may be awarded by the Court to 

Lead Counsel and Lead Plaintiffs as attorneys’ fees and for expenses in litigating the case. The 

balance of the Settlement Fund (the “Net Settlement Fund”) will be distributed according to the Plan 

of Allocation described below to Class Members who submit valid and timely Proof of Claim and 

Release forms.

VII. PLAN OF ALLOCATION

The Net Settlement Fund will be distributed to Class Members who submit valid, timely 

Proof of Claim and Release forms (“Authorized Claimants”) under the Plan of Allocation described 

below. To the extent there are sufficient funds in the Net Settlement Fund, each Authorized 

Claimant will receive an amount equal to the Authorized Claimant’s claim, as defined below. If, 

however, and as is more likely, the amount in the Net Settlement Fund is not sufficient to permit 

payment of the total claim of each Authorized Claimant, then each Authorized Claimant shall be 

paid the percentage of the Net Settlement Fund that each Authorized Claimant’s claim bears to the 

total of the claims of all Authorized Claimants. Payment in this manner shall be deemed conclusive 

against all Authorized Claimants.

PLAN OF ALLOCATION

The calculation of claims below is not an estimate of the amount you will receive. It is a 

formula for allocating the Net Settlement Fund among all Authorized Claimants.

For shares of Allscripts common stock purchased on or after November 8, 2010 through on 

or before April 26, 2012, the claim per share shall be as follows:

1. If sold prior to April 27, 2012, then the claim per share is zero.

2. If sold on or after April 27, 2012 through on or before July 25, 2012, then the claim 

per share shall be the least of: 

- 13 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 22 of 45 PageID #:2787
(a) $4.86 per share;

(b) the difference between the purchase price per share and the sales price per 

share; and

(c) the difference between the purchase price per share and the average closing 

price per share from April 27, 2012 up to the date of sale, as set forth in Table A below.

3. If retained at the close of trading on July 25, 2012, or sold thereafter, the claim per 

share shall be the lesser of: 

(a) $4.86 per share; and 

(b) the difference between the purchase price per share and $10.55 per share. 

TABLE A:

Average Closing Price

Closing from April 27, 2012

Date Price through Sales Date

4/27/2012 $10.30 $10.30 

4/30/2012 $11.10 $10.70 

5/1/2012 $10.93 $10.77 

5/2/2012 $10.71 $10.76 

5/3/2012 $10.61 $10.73 

5/4/2012 $10.57 $10.70 

5/7/2012 $10.71 $10.70 

5/8/2012 $10.75 $10.71 

5/9/2012 $10.86 $10.73 

5/10/2012 $10.97 $10.75 

5/11/2012 $11.08 $10.78 

5/14/2012 $11.03 $10.80 

5/15/2012 $10.94 $10.81 

5/16/2012 $10.95 $10.82 

5/17/2012 $10.75 $10.82 

5/18/2012 $10.81 $10.82 

5/21/2012 $10.97 $10.83 

5/22/2012 $11.20 $10.85 

5/23/2012 $11.05 $10.86 

5/24/2012 $10.93 $10.86 

5/25/2012 $10.99 $10.87 

- 14 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 23 of 45 PageID #:2788
5/29/2012 $11.21 $10.88 

5/30/2012 $10.97 $10.89 

5/31/2012 $10.82 $10.88 

6/1/2012 $10.45 $10.87 

6/4/2012 $10.58 $10.85 

6/5/2012 $10.53 $10.84 

6/6/2012 $10.59 $10.83 

6/7/2012 $10.86 $10.83 

6/8/2012 $11.04 $10.84 

6/11/2012 $10.83 $10.84 

6/12/2012 $10.91 $10.84 

6/13/2012 $10.70 $10.84 

6/14/2012 $11.00 $10.84 

6/15/2012 $10.90 $10.85 

6/18/2012 $10.93 $10.85 

6/19/2012 $10.98 $10.85 

6/20/2012 $10.63 $10.85 

6/21/2012 $10.09 $10.83 

6/22/2012 $10.10 $10.81 

6/25/2012 $9.87 $10.79 

6/26/2012 $9.98 $10.77 

6/27/2012 $9.99 $10.75 

6/28/2012 $9.95 $10.73 

6/29/2012 $10.93 $10.73 

7/2/2012 $10.72 $10.73 

7/3/2012 $10.79 $10.74 

7/5/2012 $10.71 $10.73 

7/6/2012 $10.45 $10.73 

7/9/2012 $10.42 $10.72 

7/10/2012 $10.01 $10.71 

7/11/2012 $10.21 $10.70 

7/12/2012 $10.15 $10.69 

7/13/2012 $10.34 $10.68 

7/16/2012 $9.94 $10.67 

7/17/2012 $9.79 $10.65 

7/18/2012 $9.49 $10.63 

7/19/2012 $9.99 $10.62 

7/20/2012 $9.90 $10.61 

7/23/2012 $9.51 $10.59 

7/24/2012 $9.30 $10.57 

7/25/2012 $9.33 $10.55 

- 15 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 24 of 45 PageID #:2789
The date of purchase or sale is the “contract” or “trade” date as distinguished from the 

“settlement” date.

For Class Members who held Allscripts common stock at the beginning of the Class Period 

or made multiple purchases or sales during the Class Period, the First-In, First-Out (“FIFO”) method 

will be applied to such holdings, purchases, and sales for purposes of calculating a claim. Under the 

FIFO method, sales of Allscripts common stock during the Class Period will be matched, in 

chronological order, first against shares of common stock held at the beginning of the Class Period. 

The remaining sales of common stock during the Class Period will then be matched, in chronological 

order, against common stock purchased during the Class Period.

A Class Member will be eligible to receive a distribution from the Net Settlement Fund only 

if a Class Member had a net overall loss, after all profits from transactions in all Allscripts common 

stock described above during the Class Period are subtracted from all losses. However, the proceeds 

from sales of common stock that have been matched against the common stock held at the beginning 

of the Class Period will not be used in the calculation of such net loss. No distributions will be made 

to Authorized Claimants who would otherwise receive a distribution of less than $10.00.

The Court has reserved jurisdiction over an appeal by any Class Member of the Claims 

Administrator’s determinations regarding a Class Member’s claim or to allow, disallow, or adjust the 

claim of any Class Member on equitable grounds.

Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all 

Authorized Claimants. Defendants, their respective counsel, and all other Released Persons will 

have no responsibility or liability whatsoever for the investment of the Settlement Fund, the 

distribution of the Net Settlement Fund, the Plan of Allocation or the payment of any claim. No 

Person shall have any claim against the Lead Plaintiffs, Lead Plaintiffs’ counsel, any claims 

administrator, or other Person designated by Lead Plaintiffs’ counsel, or Defendants or Defendants’ 

- 16 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 25 of 45 PageID #:2790
counsel based on distributions made substantially in accordance with the Settlement Agreement and 

the settlement contained therein, the Plan of Allocation, or further orders of the Court.

VIII. PARTICIPATION IN THE CLASS

If you fall within the definition of the Class, you are a Class Member unless you elect to be 

excluded from the Class pursuant to this Notice. If you do not request to be excluded from the Class, 

you will be bound by any judgment entered with respect to the Settlement in the litigation against the 

Defendants whether or not you file a Proof of Claim and Release form.

If you are a Class Member, you need do nothing (other than timely file a Proof of Claim 

and Release if you wish to participate in the distribution of the Net Settlement Fund). Your 

interests will be represented by Lead Counsel. If you choose, you may enter an appearance 

individually or through your own counsel at your own expense.

TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU 

MUST TIMELY SUBMIT A PROOF OF CLAIM AND RELEASE. A Proof of Claim and Release 

is enclosed with this Notice or it may be downloaded at www.allscriptssecuritieslitigation.com. The 

Proof of Claim and Release must be postmarked (if mailed) or received (if filed electronically) on or 

before July 22, 2015. The claim form may be submitted online at 

www.allscriptssecuritieslitigation.com. Unless the Court orders otherwise, if you do not timely 

submit a valid Proof of Claim and Release, you will be barred from receiving any payments from the 

Net Settlement Fund, but will in all other respects be bound by the provisions of the Settlement 

Agreement and the Final Judgment.

IX. EXCLUSION FROM THE CLASS

You may request to be excluded from the Class. To do so, you must mail a written request 

stating that you wish to be excluded from the Class to:

- 17 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 26 of 45 PageID #:2791
Allscripts Securities Litigation

Claims Administrator

c/o Gilardi & Co. LLC

P.O. Box 8040

San Rafael, CA 94912-8040

The request for exclusion must state: (1) your name, address, and telephone number; and 

(2) all purchases and sales of Allscripts common stock made from November 8, 2010 through 

April 26, 2012, inclusive, including the dates and prices of each purchase or sale, and the number of 

shares purchased or sold. YOUR EXCLUSION REQUEST MUST BE POSTMARKED ON OR 

BEFORE JULY 1, 2015. If you submit a valid and timely request for exclusion, you shall have no 

rights under the Settlement, shall not share in the distribution of the Net Settlement Fund, and shall 

not be bound by the Settlement Agreement or the Judgment.

X. DISMISSAL AND RELEASES

If the proposed Settlement is approved, the Court will enter a Final Judgment. The Judgment 

will dismiss the Released Claims with prejudice as to all Released Persons as provided in the 

Settlement Agreement.

The Judgment will provide that all Class Members who have not validly and timely requested 

to be excluded from the Class shall be deemed to have released and forever discharged all Released 

Claims, including Unknown Claims, against all Released Persons as provided in the Settlement 

Agreement.

XI. APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES

At the Settlement Hearing, Lead Counsel will request the Court to award attorneys’ fees of 

up to 33% of the Settlement Amount, plus litigation expenses not to exceed $170,000, plus interest 

thereon. Class Members are not personally liable for any such fees, expenses, or compensation. In 

addition, Lead Plaintiffs may seek an amount not to exceed a total of $5,000 for their time and 

expenses incurred in representing the Class.

- 18 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 27 of 45 PageID #:2792
To date, Lead Counsel have not received any payment for their services in conducting this 

Action on behalf of Lead Plaintiffs and the members of the Class, nor have counsel been paid for 

their expenses. The fee requested by Lead Counsel would compensate counsel for their efforts in 

achieving the Settlement Fund for the benefit of the Class, and for their risk in undertaking this 

representation on a contingency basis. The fee requested is within the range of fees awarded to 

plaintiff’s counsel under similar circumstances in litigation of this type.

XII. CONDITIONS FOR SETTLEMENT

The Settlement is conditioned upon the occurrence of certain events described in the 

Settlement Agreement. Those events include, among other things: (1) entry of the Judgment by the 

Court, as provided for in the Settlement Agreement; and (2) expiration of the time to appeal from or 

alter or amend the Judgment. Pending the Court’s consideration of this Settlement, the Court has 

stayed all proceedings, and Class Members are precluded from bringing or pursuing any litigation 

that seeks to prosecute the Released Claims.

If, for any reason, any one of the conditions described in the Settlement Agreement is not 

met, the Settlement Agreement might be terminated and, if terminated, will become null and void, 

and the Settling Parties to the Settlement Agreement will be restored to their respective positions as 

of February 17, 2015.

XIII. THE RIGHT TO BE HEARD AT THE SETTLEMENT HEARING

Any Class Member who has not validly and timely requested to be excluded from the Class, 

and who objects to any aspect of the Settlement, the Plan of Allocation, or the application for 

attorneys’ fees and expenses may appear and be heard at the Settlement Hearing.1

 Any such Person 

1 Lead Counsel’s pleadings in support of these matters will be filed with the Court on or before June 

17, 2015.

- 19 - 1010218_5

 

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 28 of 45 PageID #:2793
must submit and serve a written notice of objection, to be received on or before July 1, 2015, by each 

of the following:

CLERK OF THE COURT

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

Everett McKinley Dirksen United States Courthouse

219 South Dearborn Street

Chicago, IL 60604

ROBBINS GELLER RUDMAN

 & DOWD LLP

THEODORE J. PINTAR

655 West Broadway, Suite 1900

San Diego, CA 92101

Counsel for Lead Plaintiffs

SIDLEY AUSTIN LLP

JAMES W. DUCAYET

One South Dearborn Street

Chicago, IL 60603

Counsel for Defendants

The notice of objection must demonstrate the objecting Person’s membership in the Class, 

including the number of shares of Allscripts common stock purchased and sold from November 8, 

2010 through April 26, 2012, inclusive, and contain a statement of the reasons for objection. Only 

Class Members who have submitted written notices of objection in this manner will be entitled to be 

heard at the Settlement Hearing, unless the Court orders otherwise.

XIV. SPECIAL NOTICE TO BANKS, BROKERS AND OTHER NOMINEES

If you hold or held any Allscripts common stock purchased between November 8, 2010 and 

April 26, 2012, inclusive, as nominee for a beneficial owner, then, within ten (10) calendar days after 

you receive this Notice, you must either: (1) send a copy of this Notice and the Proof of Claim and 

Release by First-Class Mail to all such Persons; or (2) provide a list of the names and addresses of 

such Persons to the Claims Administrator:

- 20 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 29 of 45 PageID #:2794
Allscripts Securities Litigation

Claims Administrator

c/o Gilardi & Co. LLC

P.O. Box 8040

San Rafael, CA 94912-8040

If you choose to mail the Notice and Proof of Claim and Release yourself, you may obtain 

from the Claims Administrator (without cost to you) as many additional copies of these documents 

as you will need to complete the mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the 

mailing performed for you, you may obtain reimbursement for, or advancement of, reasonable 

administrative costs actually incurred or expected to be incurred in connection with forwarding the 

Notice and Proof of Claim and Release and which would not have been incurred but for the 

obligation to forward the Notice and Proof of Claim and Release, upon submission of appropriate 

documentation to the Claims Administrator.

XV. EXAMINATION OF PAPERS

This Notice is a summary and does not describe all of the details of the Settlement 

Agreement. For full details of the matters discussed in this Notice, you may review the Settlement 

Agreement filed with the Court, which may be inspected during business hours, at the office of the 

Clerk of the Court, United States District Court, Northern District of Illinois, Everett McKinley 

Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, IL 60604. The motion 

papers, with exhibits, including the Settlement Agreement, are also available on the Court’s ECF 

website (for a fee). Certain papers relating to the Settlement, including the Settlement Agreement, 

are also available at the Claims Administrator’s website www.allscriptssecuritieslitigation.com.

If you have any questions about the Settlement of the Action, you may contact a 

representative of Lead Counsel: Rick Nelson, c/o Shareholder Relations, Robbins Geller Rudman & 

Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, 1-800-449-4900.

- 21 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 30 of 45 PageID #:2795
DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

DATED: _______________, 2015 BY ORDER OF THE COURT

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

- 22 - 1010218_5

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 31 of 45 PageID #:2796
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

BRISTOL COUNTY RETIREMENT 

SYSTEM, Individually and on Behalf of All 

Others Similarly Situated,

Plaintiff,

vs.

ALLSCRIPTS HEALTHCARE SOLUTIONS, 

INC., et al.,

Defendants.

)

)

)

)

)

)

)

)

)

)

)

)

)

No. 1:12-cv-03297

CLASS ACTION

Judge Jorge L. Alonso

Magistrate Judge Young B. Kim

PROOF OF CLAIM AND RELEASE

EXHIBIT A-2

1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 32 of 45 PageID #:2797
I. GENERAL INSTRUCTIONS

1. To recover as a member of the Class based on your claims in the action entitled 

Bristol County Retirement System v. Allscripts Healthcare Solutions, et al., No. 1:12-cv-03297 (the 

“Action”), you must complete and, on page __ hereof, sign this Proof of Claim and Release. If you 

fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release, your 

claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund 

created in connection with the proposed Settlement of the Action.

2. Submission of this Proof of Claim and Release, however, does not assure that you 

will share in the proceeds of the Settlement of the Action.

3. YOU MUST MAIL OR SUBMIT ONLINE YOUR COMPLETED AND SIGNED 

PROOF OF CLAIM AND RELEASE, ACCOMPANIED BY COPIES OF THE DOCUMENTS 

REQUESTED HEREIN, NO LATER THAN JULY 22, 2015, ADDRESSED AS FOLLOWS:

Allscripts Securities Litigation

Claims Administrator

c/o Gilardi & Co. LLC

P.O. Box 8040

San Rafael, CA 94912-8040

If you are NOT a member of the Class (as defined in the Notice of Pendency and Proposed 

Settlement of Class Action (the “Notice”)), DO NOT submit a Proof of Claim and Release form.

4. If you are a member of the Class and you do not timely request exclusion in 

connection with the proposed Settlement, you will be bound by the terms of any judgment entered in 

the Action, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF 

OF CLAIM AND RELEASE FORM.

II. CLAIMANT IDENTIFICATION

If you purchased the common stock of Allscripts Healthcare Solutions, Inc. (“Allscripts” or 

the “Company”) during the period from November 8, 2010 through and including April 26, 2012, 

- 1 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 33 of 45 PageID #:2798
and held the common stock in your name, you are the beneficial purchaser as well as the record 

purchaser. If, however, you purchased common stock that was registered in the name of a third 

party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the 

record purchaser.

Use Part I of this form entitled “Claimant Identification” to identify each purchaser of record 

(“nominee”), if different from the beneficial purchaser of the common stock which form the basis of 

this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S) 

OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OF THE COMMON STOCK 

UPON WHICH THIS CLAIM IS BASED.

All joint purchasers must sign this claim. Executors, administrators, guardians, conservators 

and trustees must complete and sign this claim on behalf of persons represented by them and their 

authority must accompany this claim and their titles or capacities must be stated. The Social 

Security (or taxpayer identification) number and telephone number of the beneficial owner may be 

used in verifying the claim. Failure to provide the foregoing information could delay verification of 

your claim or result in rejection of the claim.

If you are acting in a representative capacity on behalf of a Class Member (for example, as an 

executor, administrator, trustee, or other representative), you must submit evidence of your current 

authority to act on behalf of that Class Member. Such evidence would include, for example, letters 

testamentary, letters of administration, or a copy of the trust documents.

NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of 

transactions may request to, or may be requested to, submit information regarding their transactions 

in electronic files. 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 1-888-569-1643 to 

- 2 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 34 of 45 PageID #:2799
obtain the required file layout. No electronic files will be considered to have been properly 

submitted unless the Claims Administrator issues to the claimant a written acknowledgement of 

receipt and acceptance of electronically submitted data.

II. CLAIM FORM

Use Part II of this form entitled “Schedule of Transactions in Allscripts Common Stock” to 

supply all required details of your transaction(s) in Allscripts common stock. If you need more 

space or additional schedules, attach separate sheets giving all of the required information in 

substantially the same form. Sign and print or type your name on each additional sheet.

On the schedules, provide all of the requested information with respect to all of your 

purchases and all of your sales of Allscripts common stock between November 8, 2010 and July 25, 

2012, inclusive, whether such transactions resulted in a profit or a loss. You must also provide all of 

the requested information with respect to all of the Allscripts common stock you held at the close of 

trading on November 7, 2010, April 26, 2012, and July 25, 2012. Failure to report all such 

transactions may result in the rejection of your claim.

List these transactions separately and in chronological order, by trade date, beginning with 

the earliest. You must accurately provide the month, day and year of each transaction you list.

The date of covering a “short sale” is deemed to be the date of purchase of Allscripts 

common stock. The date of a “short sale” is deemed to be the date of sale of Allscripts common 

stock.

Copies of stockbroker confirmation slips, stockbroker statements, or other documents 

evidencing your transactions in Allscripts common stock should be attached to your claim. If any 

such documents are not in your possession, please obtain a copy or equivalent documents from your 

broker because these documents are necessary to prove and process your claim. Failure to provide 

this documentation could delay verification of your claim or result in rejection of your claim.

- 3 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 35 of 45 PageID #:2800
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

Bristol County Retirement System v. Allscripts Healthcare Solutions, Inc., et al.,

No. 1:12-cv-03297

PROOF OF CLAIM AND RELEASE

Must Be Postmarked (if Mailed) or Received (if Filed Electronically) No Later Than:

July 22, 2015

Please Type or Print

PART I: CLAIMANT IDENTIFICATION

Beneficial Owner’s Name (First, Middle, Last)

Street Address

City State or Province

Zip Code or Postal Code Country

Social Security Number or

Taxpayer Identification Number

___________ Individual

___________ Corporation/Other

Area Code Telephone Number (work)

Area Code Telephone Number (home)

Record Owner’s Name (if different from beneficial owner listed above)

- 4 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 36 of 45 PageID #:2801
PART II: SCHEDULE OF TRANSACTIONS IN ALLSCRIPTS COMMON STOCK

A. Number of shares of Allscripts common stock held at the close of trading on

November 7, 2010: ____________________.

B. Purchases of Allscripts common stock between November 8, 2010 and July 25, 2012, 

inclusive:

Trade Date

Mo. Day Year

Number of Shares 

Purchased Total Purchase Price

1. _______________

2. _______________

3. _______________

1. _______________

2. _______________

3. _______________

1. _______________

2. _______________

3. _______________

IMPORTANT: Identify by number listed above all purchases in which you covered a “short 

sale”: ________________________

C. Sales of Allscripts common stock between November 8, 2010 and April 26, 2012, 

inclusive:

Trade Date

Mo. Day Year

Number of Shares 

Sold Total Sales Price

1. _______________

2. _______________

3. _______________

1. _______________

2. _______________

3. _______________

1. _______________

2. _______________

3. _______________

D. Sales of Allscripts common stock between April 26, 2012 and July 25, 2012, 

inclusive:

Trade Date

Mo. Day Year

Number of Shares 

Sold Total Sales Price

1. _______________

2. _______________

3. _______________

1. _______________

2. _______________

3. _______________

1. _______________

2. _______________

3. _______________

E. Number of shares of Allscripts common stock held at the close of trading on 

April 26, 2012: __________________.

F. Number of shares of Allscripts common stock held at the close of trading on July 25, 

2012: __________________.

- 5 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 37 of 45 PageID #:2802
If you require additional space, attach extra schedules in the same format as above. Sign and

print your name on each additional page.

YOUR SIGNATURE ON PAGE __ WILL CONSTITUTE YOUR 

ACKNOWLEDGMENT OF THE RELEASE.

III. SUBMISSION TO JURISDICTION OF COURT AND 

ACKNOWLEDGMENTS

I (We) submit this Proof of Claim and Release under the terms of the Settlement Agreement 

described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for 

the Northern District of Illinois with respect to my (our) claim as a Class Member and for purposes 

of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by 

and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish 

additional information to the Claims Administrator to support this claim if requested to do so. I 

(We) have not submitted any other claim in connection with the purchase of Allscripts common 

stock and know of no other person having done so on my (our) behalf.

IV. RELEASE

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, 

finally and forever settle, release and discharge from the Released Claims each and all of the 

Released Persons as provided in the Settlement Agreement.

2. “Related Persons” means, with respect to the Defendants, each and all of their 

respective present or former parents, subsidiaries, affiliates, successors and assigns, and each and all 

of their respective present or former officers, directors, employees, employers, attorneys, 

accountants, financial advisors, commercial bank lenders, insurers, reinsurers, investment bankers, 

representatives, general and limited partners and partnerships, heirs, executors, administrators, 

successors, affiliates, agents, spouses, associates, and assigns of each of them or any trust of which 

- 6 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 38 of 45 PageID #:2803
any Defendant and/or their Related Persons is the settlor or which is for the benefit of any Defendant 

and/or their Related Persons and/or member(s) of his or her family and any entity in which any such 

Defendant and/or their Related Persons has a controlling interest.

3. “Released Claims” means any and all claims, causes of action, rights, actions, suits, 

obligations, debts, demands, judgments, agreements, promises, liabilities, damages, losses, 

controversies, costs, expenses or attorney fees, of every nature and description whatsoever that were,

may have been, or could have been asserted in the Action and whether direct or indirect, now known 

or unknown, suspected or unsuspected, accrued or unaccrued, in law or in equity whether having 

arisen or yet to arise, including, without limitation, any claims of violations of federal or state 

securities laws and any federal or state claims of fraud, intentional misrepresentation, negligent 

misrepresentation, negligence, gross negligence, breach of fiduciary duty, or violations of any state 

or federal statutes, rules or regulations (including “Unknown Claims” as defined below), that have 

been or could have been alleged or asserted now or in the future by the Lead Plaintiffs or any Class 

Member against the Defendants or any of them or any of the Released Persons in this Action or in 

any other court action or before any administrative body, tribunal, arbitration panel, or other 

adjudicatory body, arising out of, relating to, or in connection with: (a) both a Class Member’s legal 

or beneficial acquisition of Allscripts common stock during the Class Period and the acts, facts, 

transactions, events, occurrences, disclosures, statements, omissions, or failures to act that were 

alleged, may have been alleged, or could have been alleged in the Action; or (b) any claims relating 

to the institution, prosecution, assertion, settlement, or resolution of the Action.

4. “Released Persons” means each and all of Defendants and each and all of their 

Related Persons.

5. “Unknown Claims” means any Released Claims which Lead Plaintiffs or any Class 

Member do not know or suspect to exist in his, her or its favor at the time of the release of the 

- 7 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 39 of 45 PageID #:2804
Released Persons which, if known by him, her or it, might have affected his, her or its settlement 

with and release of the Released Persons, or might have affected his, her or its decision not to object 

to this Settlement. With respect to any and all Released Claims, the Settling Parties stipulate and 

agree that, upon the Effective Date, Lead Plaintiffs shall expressly and each of the Class Members 

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

extent permitted by law 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 Plaintiffs shall expressly and each of the Class Members shall be deemed to have, and by 

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

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

which is similar, comparable, or equivalent to California Civil Code §1542. Lead Plaintiffs and 

Class Members may hereafter discover facts in addition to or different from those which he, she or it 

now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead 

Plaintiffs shall expressly, and each Class Member, upon the Effective Date, shall be deemed to have, 

and by operation of the Judgment shall have, fully, finally, and forever settled and released any and 

all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, 

whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of 

law or equity now existing or coming into existence in the future, including, but not limited to, 

conduct that is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, 

without regard to the subsequent discovery or existence of such different or additional facts, whether 

or not previously or currently asserted in any action. Lead Plaintiffs acknowledge, and the Class 

- 8 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 40 of 45 PageID #:2805
Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing 

waiver was separately bargained for and an essential term of the Settlement of which this release is a 

part.

6. This release shall be of no force or effect unless and until the Court approves the 

Settlement Agreement and the Settlement becomes effective on the Effective Date.

7. I (We) hereby warrant and represent that I (we) have not assigned or transferred or 

purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this 

release or any other part or portion thereof.

8. I (We) hereby warrant and represent that I (we) have included information about all 

of my (our) purchases and sales of Allscripts common stock between November 8, 2010 and July 25, 

2012, inclusive, and the number of Allscripts common stock held by me (us) at the close of trading 

on November 7, 2010, April 26, 2012, and July 25, 2012.

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

foregoing information supplied by the undersigned is true and correct.

Executed this ________________ day of __________________

(Month/Year)

in ____________________________________________________

(City) (State/Country)

(Sign your name here)

(Type or print your name here)

(Capacity of person(s) signing,

e.g., Beneficial Purchaser,

Executor or Administrator)

- 9 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 41 of 45 PageID #:2806
ACCURATE CLAIMS PROCESSING TAKES A

SIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above release and declaration.

2. Remember to attach supporting documentation, if available.

3. Do not send original stock certificates.

4. Keep a copy of your claim form and all supporting documentation for your records.

5. If you desire an acknowledgment of receipt of your claim form, please send it 

Certified Mail, Return Receipt Requested.

6. If you move, please send your new address to:

Allscripts Securities Litigation

Claims Administrator

c/o Gilardi & Co. LLC

P.O. Box 8040

San Rafael, CA 94912-8040

7. Do not use red pen or highlighter on the Proof of Claim and Release form or 

supporting documentation.

THIS PROOF OF CLAIM AND RELEASE MUST BE SUBMITTED ONLINE OR, IF 

MAILED, POSTMARKED NO LATER THAN JULY 22, 2015, ADDRESSED AS 

FOLLOWS:

Allscripts Securities Litigation

Claims Administrator

c/o Gilardi & Co. LLC

P.O. Box 8040

San Rafael, CA 94912-8040

www.allscriptssecuritieslitigation.com

- 10 - 1010229_4

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 42 of 45 PageID #:2807
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

BRISTOL COUNTY RETIREMENT 

SYSTEM, Individually and on Behalf of All 

Others Similarly Situated,

Plaintiff,

vs.

ALLSCRIPTS HEALTHCARE SOLUTIONS, 

INC., et al.,

Defendants.

)

)

)

)

)

)

)

)

)

)

)

)

)

No. 1:12-cv-03297

CLASS ACTION

Judge Jorge L. Alonso

Magistrate Judge Young B. Kim

SUMMARY NOTICE

EXHIBIT A-3

1010234_3

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 43 of 45 PageID #:2808
TO: ALL PERSONS WHO PURCHASED THE COMMON STOCK OF ALLSCRIPTS 

HEALTHCARE SOLUTIONS, INC. (“ALLSCRIPTS” OR THE “COMPANY”) 

BETWEEN NOVEMBER 8, 2010 AND APRIL 26, 2012, INCLUSIVE (“CLASS 

PERIOD”)

YOU ARE HEREBY NOTIFIED that pursuant to an Order of the United States District 

Court for the Northern District of Illinois, a hearing will be held on July 22, 2015, at 9:30 a.m., 

before the Honorable Jorge L. Alonso, United States District Judge, at the Everett McKinley Dirksen 

United States Courthouse, Courtroom 1700, 219 South Dearborn Street, Chicago, IL 60604, for the 

purpose of determining (1) whether the proposed settlement of the Action for the sum of Nine 

Million Seven Hundred Fifty Thousand Dollars ($9,750,000.00) in cash should be approved by the 

Court as fair, reasonable, and adequate, which would result in this Action being dismissed with 

prejudice against the Released Persons as set forth in the Settlement Agreement dated April 1, 2015; 

(2) whether the Plan of Allocation of settlement proceeds is fair, reasonable, and adequate and 

therefore should be approved; and (3) the reasonableness of the application of Lead Counsel and 

Lead Plaintiffs for an award of attorneys’ fees and expenses in connection with this Action, together 

with interest thereon.

If you purchased Allscripts common stock during the Class Period, your rights may be 

affected by this Action and the settlement thereof. If you have not received a detailed Notice of 

Pendency and Proposed Settlement of Class Action and a copy of the Proof of Claim and Release 

form, you may obtain copies by writing to Allscripts Securities Litigation, Claims Administrator, c/o 

Gilardi & Co. LLC, P.O. Box 8040, San Rafael, CA 94912-8040, or by downloading this 

information at www.allscriptssecuritieslitigation.com. If you are a Class Member, in order to share 

in the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release form 

by mail (postmarked no later than July 22, 2015) or submitted electronically no later than July 22, 

2015, establishing that you are entitled to a recovery. You will be bound by any judgment rendered 

- 1 - 1010234_3

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 44 of 45 PageID #:2809
in the Action unless you request to be excluded, in writing, to the above address, postmarked by July 

1, 2015.

Any objection to any aspect of the settlement must be filed with the Clerk of the Court no 

later than July 1, 2015, and received by the following no later than July 1, 2015:

ROBBINS GELLER RUDMAN

 & DOWD LLP

THEODORE J. PINTAR

655 West Broadway, Suite 1900

San Diego, CA 92101

SIDLEY AUSTIN LLP

JAMES W. DUCAYET

One South Dearborn Street

Chicago, IL 60603

PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING 

THIS NOTICE.

DATED: ______________________, 2015 BY ORDER OF THE COURT

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

- 2 - 1010234_3

Case: 1:12-cv-03297 Document #: 108 Filed: 04/09/15 Page 45 of 45 PageID #:2810