FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

GEORGE H. WU, District Judge.

This matter came before the Court for hearing pursuant to the Amended Order Preliminarily Approving Settlement and Providing for Notice ("Order") dated July 28, 2014, on the application of the parties for approval of the Settlement set forth in the Stipulation of Settlement dated April 16, 2014 (the "Stipulation"). Due and adequate notice having been given to the Settlement Class as required in said Order, and the Court having considered all papers filed and proceedings had herein and otherwise being fully informed in the premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:

1. This Judgment incorporates by reference the definitions in the Stipulation, and all terms used herein shall have the same meanings as set forth in the Stipulation, unless otherwise set forth herein.

2. This Court has jurisdiction over the subject matter of the Action and over all parties to the Action, including all members of the Settlement Class.

3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure ("Rule 23"), and solely for purposes of the Settlement, the Court hereby finally certifies a Settlement Class defined as: "all Persons who purchased or otherwise acquired Hansen common stock between November 9, 2006 and November 8, 2007, inclusive. Excluded from the Settlement Class are: Defendants, the officers and directors of Hansen, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which Defendants have or had a controlling interest. Also excluded from the Settlement Class are those Settlement Class Members who submit valid and timely requests for exclusion pursuant to the Notice of Proposed Settlement of Class Action."1 With respect to the Settlement Class, this Court finds, solely for the purposes of the Settlement, that the prerequisites for a class action under Rules 23(a) and (b)(3) have been satisfied.

4. Pursuant to Rule 23, the Court hereby approves the Settlement set forth in the Stipulation as fair, reasonable, and adequate. The Court further finds that the Settlement set forth in the Stipulation is the result of good-faith, informed, arm's-length negotiations between competent, experienced counsel representing the interests of the respective Settling Parties. The Court further finds that the record is sufficiently developed and complete to have enabled the Settling Parties to have adequately evaluated and considered their positions. Accordingly, the Settlement embodied in the Stipulation is hereby finally approved in all respects.

5. Accordingly, the Court authorizes and directs implementation and performance of all the terms and provisions of the Stipulation, as well as the terms and provisions hereof. The Court hereby dismisses the Action and all Released Claims of the Settlement Class with prejudice and without costs as to any party, except as and to the extent provided in the Stipulation and herein.

6. Upon the Effective Date, the Lead Plaintiff, and each and every Settlement Class Member, for themselves, and anyone claiming (now or in the future) through or on behalf of any of them, shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever waived, released, relinquished, discharged, and dismissed each and every one of the Released Claims (including Unknown Claims) against each and every one of the Released Persons, whether or not such Settlement Class Member executes and delivers the Proof of Claim and Release, and whether or not such Settlement Class Member shares in the Settlement Fund. The Settling Parties acknowledge, and the Settlement Class Members shall be deemed by operation of law and of this Judgment to have acknowledged, that the waiver of Unknown Claims and of the provisions, rights and benefits of §1542 of the California Civil Code was separately bargained for and is a material element of the Settlement of which the release in this paragraph is a part.

7. All Settlement Class Members are hereby forever barred and enjoined from prosecuting any of the Released Claims against any of the Released Persons.

8. Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and discharged Lead Plaintiff, each and all of the Settlement Class Members, Lead Counsel, and Plaintiff's Counsel from all claims (including Unknown Claims) arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement or resolution of the Action or the Released Claims.

9. The Notice of Proposed Settlement of Class Action given to the Settlement Class was the best notice practicable under the circumstances, including the individual notice to all Settlement Class Members who could be identified through reasonable effort. Said notice provided the best notice practicable under the circumstances of those proceedings and of the matters set forth therein, including the proposed Settlement set forth in the Stipulation, to all Persons entitled to such notice, and said notice fully satisfied the requirements of Federal Rule of Civil Procedure 23 and the requirements of due process, and any other applicable law. Thus, it is hereby determined that all Settlement Class Members are bound by this Judgment.

10. Any Plan of Distribution submitted by Lead Counsel or any order entered regarding any attorneys' fee and expense application shall in no way disturb or affect this Judgment and shall be considered separate from this Judgment.

11. Neither the Stipulation nor the Settlement contained therein, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement is or may be deemed to be or may be used as an admission of, or evidence of: (a) the validity of any Released Claim, or of any liability, negligence, gross negligence, recklessness, deliberate recklessness, fault or other wrongdoing of any kind; or (b) any liability, fault, misrepresentation or omission with respect to any statement or written document; or (c) the validity or invalidity of any claims asserted by Lead Plaintiff or the amount of any recoverable damages in connection with those claims; or (d) any infirmity in the defenses that have been or could have been asserted in this Action. The provisions set forth in this paragraph 11 (a)-(d) above each apply with respect to any civil, criminal, or administrative proceeding in any court, administrative agency or other tribunal. The Released Persons may file the Stipulation and/or the Judgment in any action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

12. Without affecting the finality of this Judgment in any way, this Court hereby retains continuing jurisdiction over: (a) implementation of this Settlement and any award or distribution of the Settlement Fund, including interest earned thereon; (b) disposition of the Settlement Fund; (c) hearing and determining applications for attorneys' fees, interest, and expenses in the Action; and (d) all parties hereto for the purpose of construing, enforcing, and administering the Stipulation.

13. The Court finds that during the course of the Action, the Settling Parties and their respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure 11.

14. In the event that the Settlement does not become effective in accordance with the terms of the Stipulation, or the Effective Date does not occur, or in the event that the Settlement Fund, or any portion thereof, is returned to the Defendants or their insurers, then this Judgment shall be rendered null and void to the extent provided by and in accordance with the Stipulation and shall be vacated and, in such event, all orders entered and releases delivered in connection herewith shall be null and void to the extent provided by and in accordance with the Stipulation and the Settling Parties shall be restored to their respective positions in the Action as of the date of the Stipulation.

15. Without further order of the Court, the Settling Parties may agree to reasonable extensions of time to carry out any of the provisions of the Stipulation.

16. This Court finds, for purposes of the Federal Rules of Civil Procedure, that there is no just reason for delay and expressly directs the Clerk of the Court to enter this Judgment as set forth herein immediately. This Judgment is a final Judgment in the Action as to all claims asserted therein at any time and as to all of the Settlement Class Member's Released Claims against the Released Persons.

17. Judgment shall be, and hereby is, entered dismissing the Action in its entirety with prejudice.

IT IS SO ORDERED.

EXHIBIT 1