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IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

_____________________________________

 : CIVIL ACTION

In Re DVI, Inc. Securities Litigation :

____________________________________ : No. 2:03-cv-05336-LDD

ORDER OF FINAL JUDGMENT AND DISMISSAL

AND NOW, on this 15th day of April 2009, upon consideration of Lead Plaintiffs’

Motion for Order Approving Fourth Settlement, Plan of Allocation, and Attorneys’ Fees and

Expenses (Doc. No. 678), and following a hearing before this Court to determine: (1) whether the

terms and conditions of the Stipulation of Settlement dated December 23, 2008 (hereinafter

referred to individually and interchangeably as the “Stipulation” and the “Settlement”), including

the releases provided for in the Stipulation, are fair, reasonable, and adequate and should be

approved; (2) whether judgment should be entered dismissing with prejudice all Released Claims

against all Released Parties (as those terms are defined in the Stipulation); and (3) whether and in

what amount to award Plaintiffs’ Lead Counsel fees and reimbursement of expenses, it is hereby

ORDERED that Lead Plaintiffs’ Motion is GRANTED.

The Court, having previously certified a class on April 29, 2008, as amended on April 30,

2008, and clarified on December 30, 2008, and having considered all matters submitted to it at

the hearing and otherwise, and it appearing that a notice of the hearing substantially in the form

approved by the Court was mailed to all persons or entities reasonably identifiable who

purchased the DVI, Inc. securities at issue in this Litigation from August 10, 1999 to August 13,

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2003 (dates inclusive) (the "Class Period"), and who were allegedly damaged thereby, except

those persons or entities excluded from the definition of the Class or who previously excluded

themselves from the Class, and that a summary notice of the hearing substantially in the form

approved by the Court was published on one occasion in the national editions of The Wall Street

Journal, USA Today, and editions of the Chicago Tribune and the Philadelphia Inquirer, as well

as published on one occasion on the PR Newswire, and having considered and determined the

fairness and reasonableness of the award of attorneys’ fees and expenses requested, and noting

that all terms used herein that are defined in the Stipulation have the definition set forth therein;

NOW, THEREFORE, IT IS FURTHER ORDERED THAT:

1. The Court has jurisdiction over the subject matter of the Litigation, the Plaintiffs,

the Class Members, Thomas J. Pritzker, and the Pritzker Organization, LLC.

2. The Court, having previously certified a class, has determined that the certified

Class which may participate in this Settlement is defined as follows:

All persons and entities who purchased or otherwise acquired the securities of

DVI, Inc. (including its common stock and 9 7/8% Senior Notes), between August

10, 1999 and August 13, 2003, inclusive and who were thereby damaged. 

Excluded from the class are Defendants; any entity in which a Defendant has a

controlling interest or is a part or subsidiary of, or is controlled by a Defendant;

the officers, directors, legal representatives, heirs, predecessors, successors and

assigns of any of the Defendants; Plaintiffs named in the WM High Yield Fund, et

al. v. O’Hanlon, et al., No. 04-CV-3423 (E.D. Pa.); and those persons or entities

who timely and validly request exclusion from the Class pursuant to the Notice of

Pendency and Settlement.

3. Notice of the pendency of this Litigation as a class action, the certification of a

Class in this case, and of the proposed Settlement was given to all Class Members who could be

identified with reasonable effort. The form and method of notifying the Class of the pendency of

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the Litigation as a class action, certification of a Class, and the terms and conditions of the

proposed Settlement met the requirements of Rule 23 of the Federal Rules of Civil Procedure,

Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. '78u-4(a)(7), as amended

by the Private Securities Litigation Reform Act of 1995, the United States Constitution

(including the Due Process Clause), and any other applicable law; constituted the best notice

practicable under the circumstances; and constituted due and sufficient notice to all persons and

entities entitled thereto.

4. The Court finds that the Stipulation provides a beneficial result for the Class and

is the product of good faith, informed and non-collusive negotiations between experienced and

able counsel. The Settlement is approved as fair, reasonable, and adequate, and the parties are

directed to and shall consummate and abide by the Settlement in accordance with its terms and

provisions. To the extent that they are defined in the Settlement, capitalized terms used herein

have the meanings set forth in the Settlement.

5. The Fifth Amended Complaint is hereby dismissed with prejudice and without

costs, except as provided in the Stipulation, only as against Thomas J. Pritzker, The Pritzker

Organization, LLC, and the Released Parties as defined in the Stipulation (including unknown

members of the Pritzker family, John Does 1 through 10).

6. Lead Plaintiffs and all other Class Members, whether or not any such Person

submits a Proof of Claim and Release or shares in the Settlement Fund, on behalf of themselves

and each of their present or past subsidiaries and affiliates, and their respective heirs, executors,

estates, administrators, predecessors, successors, assigns, parents, subsidiaries, associates,

affiliates, employers, employees, agents, consultants, insurers, directors, managing directors,

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officers, partners, principals, members, attorneys, accountants, financial and other advisors,

investment bankers, underwriters, lenders, and any other representatives of any of these Persons

and entities, as well as anyone claiming through or on behalf of any of the foregoing (the

“Releasors”) are hereby permanently barred and enjoined from instituting, commencing or

prosecuting all claims, demands, rights, liabilities, and causes of action of any nature whatsoever,

whether known or unknown, including, without limitation, any claims, whether direct, derivative,

representative, or in any other capacity, arising under federal, state, local, statutory, or common

law or any other law, rule, or regulation, including the law of any jurisdiction within or outside of

the United States that are based upon, arise out of, or relate, directly or indirectly, to the

purchase, other acquisition, sale, or other disposition of any of the securities of DVI, including

common stock and debt securities, during the Class Period, and all facts, statements, or

omissions that were or could have been alleged in the Litigation (but excluding any claims to

enforce the terms of the Settlement) (the “Released Claims”) against Thomas J. Pritzker and The

Pritzker Organization, LLC, as well as (a) all lineal descendents of Nicholas J. Pritzker

(deceased), and their spouses (whether past, current, or future) and their children (whether now

living, deceased, or unborn) who are not otherwise lineal descendents of Nicholas J. Pritzker

(deceased); (b) all trusts (whether past, current or future, direct or indirect, vested, or contingent)

for the benefit of the individuals identified in subpart (a) above; (c) all trustees (whether past,

current, or future) of the trusts identified in subpart (b) above; (d) all entities (including, but not

limited to, corporations, partnerships, associations, limited liability companies, sole

proprietorships, business trusts, and charitable foundations), whether past, present, or future,

directly or indirectly owned or controlled by any individual, trust, or trustee identified in subpart

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(a), (b) or (c) above (including, but not limited to, Diversified Capital, L.L.C., that provides

services principally for individuals, trusts, trustees, and entities identified in subpart (a), (b), (c)

and (d) above, and Pritzker and Pritzker, an entity whose partners are certain individuals

identified in subpart (a) above); (e) International Financial Advisors, Inc., an Illinois corporation

that provides services to certain trustees identified in subpart (c) above of certain trusts identified

in subpart (b) above and certain entities identified in subpart (d) above; (f) Diversified Financial

Management Corp., a Delaware corporation that provides services to certain trustees identified in

subpart (c) above of certain trusts identified in subpart (b) above and certain entities identified in

subpart (d) above; (g) U.S. Financial Advisors, Inc., an Illinois corporation that provides services

to certain trustees identified in subpart (c) above of certain trusts identified in subpart (b) above

and certain entities identified in subpart (d) above; and, (h) all current, former, and future heirs,

executors, estates, administrators, predecessors, successors, assigns, direct and indirect parents,

subsidiaries, affiliates, stockholders, members, owners, directors, managing directors, partners,

principals, officers, employees, agents, associates, attorneys, accountants, consultants, financial

and other advisors, investment bankers, insurers, and all other representatives (whether past,

present, or future) of each person and entity identified in subparts (a) through (g) above, both

individually and collectively (the “Released Parties”). Specifically excluded from this release are

all named Defendants in the Litigation other than Thomas J. Pritzker, The Pritzker Organization,

LLC, and unknown members of the Pritzker family, John Does 1 through 10; provided, however,

that nothing herein shall bar or enjoin any Members of the Class from instituting or pursuing any

claims against Defendants Michael A. O’Hanlon, Steven R. Garfinkel, John P. Boyle, Terry

Cady, Gerald Cohn, Harry T.J. Roberts, Deloitte & Touche, LLP, Radnet Management, Inc.,

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Richard E. Miller, Anthony J. Turek, Clifford Chance LLP and Clifford Chance (US) LLP. 

Upon the Effective Date, the Released Claims are hereby compromised, settled, released,

discharged, and dismissed as against the Released Parties with prejudice by virtue of the

proceedings herein and this Order of Final Judgment and Dismissal. All Releasors will be

deemed on the Effective Date to release and forever discharge all Released Parties from any and

all of the Released Claims.

7. All Releasors shall be deemed to have, and shall have, expressly waived and

relinquished all provisions, rights, and benefits conferred by any law of any state or territory of

the United States, or the principles of common law, including § 1542 of the California Civil

Code and any provision that is similar, comparable or equivalent to § 1542 of the California Civil

Code, 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.

A Releasor may hereafter discover facts in addition to or different from those that any of them

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

each Lead Plaintiff shall expressly have, and each Releasor shall be deemed to have, and by

operation of this Order 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, that 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

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

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

8. To the maximum extent permitted by law, the Court hereby permanently bars,

enjoins and restrains (a) any other Person who is or may be liable to Lead Plaintiffs and/or the

Class, including without limitation the other Defendants in the Litigation and any other Persons

later named as defendants in the Litigation, and the successors and assigns of any of them, from

commencing, prosecuting, or asserting any action, claim, cross-claim, counterclaim, third-party,

or other claim against the Pritzker Defendants or any other Released Party for indemnification or

contribution or otherwise seeking the recovery of all or part of any actual or threatened liability

or settlement which they pay or are obligated to pay or agree to pay arising out of such Person’s

or Persons’ participation in any acts, facts, statements, or omissions giving rise to any claims that

could properly have been brought in the Litigation; and (b) all claims by the Pritzker Defendants

against any Person for indemnity or contribution arising out of the Litigation, provided, however, 

that any Pritzker Defendant may assert any such claim against any party that initiates a lawsuit or

claim against it.

9. Any non-settling defendant shall be entitled to a reduction in any final verdict or

judgment in an amount calculated as provided for in 15 U.S.C. § 78u-4(f)(7)(B). 

10. Neither this Order and Final Judgment, the Stipulation, nor any of their terms and

provisions, nor any of the negotiations or proceedings connected therewith, nor any of the

documents or statements referred to therein shall be:

a. construed as or deemed in any judicial, administrative, arbitration,

mediation, or other type of proceedings to be evidence of a presumption, suggestion, concession,

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or an admission in any respect whatsoever by any of the Released Parties, including, but not

limited to, of the truth of any fact alleged or the validity of any claim that has been, could have

been, or in the future might be asserted in the Litigation, or otherwise against the Released

Parties, or of any purported liability, fault, wrongdoing, or otherwise of the Released Parties; or

b. offered or received in evidence in any judicial, administrative, arbitration,

mediation, or other type of proceeding for any purpose whatsoever, including, but not limited to,

as a presumption, concession, acknowledgment, or an admission of any purported liability,

wrongdoing, fault, misrepresentation, or omission, except that the Settling Parties may file the

Stipulation and/or the Order of Final Judgment and Dismissal in any action that may be brought

against them solely to support a defense, counterclaim, or cross-claim, if any, based on principles

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

any other theory of claim preclusion or similar defense, counterclaim, or cross-claim; or 

c. construed as a concession or admission that the Lead Plaintiffs or the Class

have suffered any damage or the amount thereof; or

 d. construed as or received in evidence as an admission, concession, or

presumption against the Lead Plaintiffs or the Class or any of them that any of their claims are

without merit or that damages recoverable in the Litigation would not have exceeded the

Settlement Fund.

11. On the Effective Date of the Settlement, all Releasors, whether or not any such

Person submits a Proof of Claim and Release or shares in the Settlement Fund, will be forever

barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any

action or other proceeding in any court of law or equity, arbitration tribunal, or administrative

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forum, asserting the Released Claims against any of the Released Parties, except that these

releases shall not bar any suit or action to enforce the terms of the Stipulation or this Order of

Final Judgment and Dismissal.

12. The Court finds that all parties to the Stipulation and their counsel have complied

with each requirement of Rule 11 of the Federal Rules of Civil Procedure as to all proceedings

herein.

13. Plaintiffs’ Lead Counsel are hereby awarded $2,333,333 in attorneys’ fees, which

shall be paid from the Settlement Fund after the Effective Date, which the Court finds to be fair

and reasonable, and $2,300,000 in reimbursement of expenses, both of which shall be paid to

Plaintiffs’ Lead Counsel from the Settlement Fund after the Effective Date with interest from the

date such Settlement Fund was funded to the date of payment at the same interest rate that the

Settlement Fund earns. No payment authorized by this Paragraph shall be made prior to the

Effective Date.

14. The Settlement Fund shall be administered and distributed in accordance with the

Settlement.

15. Exclusive jurisdiction is hereby retained over the parties and the Class Members

for all matters relating to this Litigation, including the administration, interpretation, effectuation,

or enforcement of the Stipulation and this Order and Final Judgment, and including any

application for fees and expenses incurred in connection with administering and distributing the

settlement proceeds to the Members of the Class.

16. In the event the Effective Date does not occur, the Order of Final Judgment and

Dismissal shall be rendered null and void, and shall be vacated nunc pro tunc, and the provisions

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of paragraphs 37 and 38 and the last two sentences of paragraph 27 of the Stipulation shall

apply.

17. Except as provided herein, each party shall bear its own costs.

18. Without further order of the Court, the parties may agree to reasonable extensions

of time to carry out any provisions of the Stipulation.

19. Except for The Pritzker Organization, LLC’s obligation to pay the Settlement

Amount as set forth herein, neither the Pritzker Defendants nor their counsel shall have any

rights, responsibility for, interest in, obligation, or liability whatsoever with respect to the

administration, investment, or distribution of the Settlement Fund or the Net Settlement Fund,

including without limitation, (a) the determination, administration, calculation, processing, or

payment of claims, (b) the payment or withholding of Taxes, (c) the payment of other monies

from the Settlement Fund or the Net Settlement Fund, (d) the investment or distribution of the

Settlement Fund and the Net Settlement Fund, (e) the Plan of Allocation, (f) any payment to Lead

Counsel or to any Person with respect to any attorneys’ fees, costs and expenses from the

Settlement Fund, and (g) any losses incurred in connection with any such matters. The Releasors

hereby release all claims against all Released Parties arising out of or relating to such matters. 

Notwithstanding the foregoing, the Pritzker Defendants shall be liable to the Settlement Fund for

any portion thereof that they improperly seek and obtain from the Settlement Fund.

20. There is no just reason for delay in the entry of this Order of Final Judgment and

Dismissal, and immediate entry by the Clerk of Court is expressly directed pursuant to Rule

54(b) of the Federal Rules of Civil Procedure.

Accordingly, Lead Plaintiffs’ Motion for Order Approving Fourth Settlement, Plan of

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Allocation, and Attorneys’ Fees and Expenses (Doc No. 606) is GRANTED.

BY THE COURT:

/S/LEGROME D. DAVIS

Legrome D. Davis, J.

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