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Fragala v. 500.Com Limited

United States District Court, C.D. California

March 6, 2017

JOSEPH FRAGALA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, Plaintiff,
v.
500.COM LIMITED, MAN SAN LAW, ZHENGMING PAN, DEUTSCHE BANK SECURITIES INC., PIPER JAFFRAY & CO., AND OPPENHEIMER & CO. INC., Defendants.

          FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

          Honorable John F. Walter United States District Judge.

         This matter came before the Court for hearing pursuant to the Order Preliminarily Approving Settlement and Providing for Notice of Proposed Settlement (“Preliminary Approval Order”), dated November 1, 2016, on the application of the Lead Plaintiff for approval of the Settlement set forth in the Stipulation of Settlement dated as of September 12, 2016 (the “Stipulation”). Due and adequate notice having been given to the Settlement Class as required in said Preliminary Approval Order, and the Court having considered all papers filed and proceedings held herein, and otherwise being fully informed in the premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

         1. This Final Judgment and Order of Dismissal With Prejudice (the “Final 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.

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

         3. The distribution of the Notice and the issuance of the Publication Notice, as provided for in the Preliminary Approval Order, constituted the best notice practicable under the circumstances, including individual notice to all Settlement Class Members who could be identified through reasonable effort. Said notices fully satisfied the requirements of Federal Rule of Civil Procedure 23, Section 21D(a)(7) of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995 (15 U.S.C. ¶78u-4(a)(7)), the requirements of due process and any other applicable law.

         4. The Court finds that 500.com has provided notice pursuant to the Class Action Fairness Act of 2005, 28 U.S.C. §§ 1715.

         5. The Court finds that the prerequisites for a class action under Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure have been satisfied for purposes of this Settlement in that: (a) the number of Settlement Class Members is so numerous that joinder of all members thereof is impracticable; (b) there are questions of law or fact common to the Settlement Class that predominate over any individual questions; (c) the claims of the Lead Plaintiff are typical of the claims of the Settlement Class he seeks to represent; (d) the Lead Plaintiff fairly and adequately represents the interests of the Settlement Class; and (e) a class action is superior to other available methods for the fair and efficient adjudication of this Action.

         6. Pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure, the Court hereby certifies the Action as a class action for purposes of this Settlement only, and certifies as the Settlement Class all Persons (including, without limitation, their beneficiaries) who purchased or otherwise acquired American Depository Shares (ADSs) of 500.com between November 22, 2013 and March 2, 2015, inclusive, excluding (i) those Persons who timely and validly request exclusion from the Settlement Class; and (ii) the Defendants and any entity in which the Defendants have a controlling interest, and the officers, directors, affiliates, legal representatives, immediate family members, heirs, successors, subsidiaries and/or assigns of any such individual or entity in their capacity as such (“Settlement Class Members”).

         7. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby approves the Settlement set forth in the Stipulation and finds that said Settlement is, in all respects, fair, reasonable and adequate to, and is in the best interests of, the Lead Plaintiff, the Settlement Class and each of the Settlement Class Members. This Court further finds the Settlement set forth in the Stipulation is the result of good faith, arm's-length negotiations between experienced counsel representing the interests of the Lead Plaintiff, Settlement Class Members and Defendants. Accordingly, the Settlement embodied in the Stipulation is hereby approved in all respects and shall be consummated in accordance with its terms and provisions. The Settling Parties are hereby directed to perform the terms of the Stipulation.

         8. In accordance with Paragraph 1.7 of the Stipulation, for purposes of this Final Judgment, the term “Claims” shall mean: any and all manner of claims, demands, rights, actions, potential actions, causes of action, liabilities, duties, damages, losses, diminutions in value, obligations, agreements, suits, fees, attorneys' fees, expert or consulting fees, debts, expenses, costs, sanctions, judgments, decrees, matters, issues and/or controversies of any kind or nature whatsoever, whether known or unknown, contingent or absolute, liquidated or not liquidated, accrued or unaccrued, suspected or unsuspected, disclosed or undisclosed, apparent or not apparent, foreseen or unforeseen, matured or not matured, which now exist, or heretofore or previously existed, or may hereafter exist (including, but not limited to, any claims arising under federal, state or foreign law, common law, bankruptcy law, statute, rule or regulation relating to alleged fraud, breach of any duty, negligence, fraudulent conveyance, avoidance, violations of the Securities Act of 1933, as amended and rules promulgated thereunder, violations of the Securities Exchange Act of 1934, as amended and rules promulgated thereunder, violations of other federal securities laws or otherwise), whether individual, class, direct, derivative, representative, on behalf of others, legal, equitable, regulatory, governmental or of any other type or in any other capacity.

         9. In accordance with Paragraph 1.9 of the Stipulation, for purposes of this Final Judgment, the term “Defendants” shall mean: 500.com Limited, Man San Law and Zhengming Pan.

         10. In accordance with Paragraph 1.26 of the Stipulation, for purposes of this Final Judgment, the term “Released Claims” shall mean: any and all Claims, including Unknown Claims, that have been, could have been or in the future can or might be asserted in any federal, state or foreign court, tribunal, forum or proceeding by or on behalf of any of the Releasing Parties against any one or more of the Released Parties, whether any such Released Parties were named, served with process or appeared in the Action, which directly or indirectly arise out of or relate to (i) the Action; (ii) 500.com's Prospectus and Registration Statement for its November 22, 2013 initial public offering; (iii) marketing and/or selling of the ADSs by one or more of the Defendants and/or the Released Parties in connection with 500.com's initial public offering and/or during the Class Period; (iv) the purchase, sale or decision not to sell the ADS by any of the Releasing Parties in connection with 500.com's initial public offering and/or during the Class Period; or (v) any claims in connection with, based upon, arising out of or relating to the Settlement (but excluding any claims to enforce the terms of the Settlement).

         11. In accordance with Paragraph 1.27 of the Stipulation, for purposes of this Final Judgment, the term “Released Parties” shall mean: (i) 500.com, its past, present and future, direct or indirect, parent entities, associates, affiliates and subsidiaries, each and all of their respective past, present and future directors, officers, partners, alleged partners, stockholders, predecessors, successors and employees and each and all of their underwriters, attorneys, advisors, consultants, trustees, insurers, co-insurers, reinsurers, representatives and assigns; (ii) each of the Individual Defendants and their respective present, past and future spouses, parents, siblings, children, grandparents and grandchildren, the present, past and future spouses of their respective parents, siblings and children and the present, past and future parents and siblings of their respective spouses, including step and adoptive relationships; (iii) any and all persons, firms, trusts, corporations and other entities in which any of the Defendants or foregoing Released Parties has a financial interest or was a founder, settler or creator and, in their capacity as such, any and all officers, directors, employees, trustees, beneficiaries, settlers, creators, attorneys, consultants, agents or representatives of any such person, firm, trust, corporation or other entity; and (iv) in their capacity as such, the legal representatives, heirs, executors, administrators, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns of any of the foregoing.

         12. In accordance with Paragraph 1.28 of the Stipulation, for the purposes of this Final Judgment, the term “Releasing Parties” shall mean: the Lead Plaintiff, each and every member of the Settlement Class and each of their respective parent entities, associates, affiliates, subsidiaries, predecessors, successors, assigns, ...


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