NOTICE OF PENDENCY AND PROPOSED PARTIAL SETTLEMENT … · Lewis, Dr. Louis Tomasetta,Yatin Mody,...

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UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION LOUIS GRASSO, individually and on behalf of all others similarly situated, Plaintiff, vs. CASE NO. 06-CV-2639 R VITESSE SEMICONDUCTOR CORPORATION, CLASS A CTION DR. VINCENT CHAN, PH.D., JAMES A. COLE, ALEX DALY, MOSHE GAVRIELOV, JOHN C. LEWIS, DR. LOUIS TOMASETTA, PH.D., YATIN MODY, EUGENE F. HOVANEC and EDWARD ROGAS, JR., Defendants. NOTICE OF PENDENCY AND PROPOSED PARTIAL SETTLEMENT OF CLASS ACTION TO: ALL PERSONS WHO PURCHASED THE COMMON STOCK OF VITESSE SEMICONDUCTOR CORPORATION (“VITESSE”) BETWEEN JANUARY 27, 2003 AND APRIL 27, 2006, INCLUSIVE. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. 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 POSTMARKED ON OR BEFORE APRIL 21, 2008. 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 Central District of California, Western Division (the “Court”). The purpose of this Notice is to inform you of the pendency and proposed partial settlement of this class action litigation and of the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the settlement. This Notice is not intended to be, and should not be construed as, an expression of any opinion by the Court with respect to the truth of the allegations in the Litigation or the merits of the claims or defenses asserted. This Notice describes the rights you may have in connection with the partial settlement and what steps you may take in relation to the partial settlement and this class action litigation. The proposed partial settlement creates a fund in the amount of $10,200,000 in cash and 3,922,669 shares of Vitesse common stock (the “Settlement Fund”) and will include interest that accrues on the fund prior to distribution. Your recovery from this fund will depend on a number of variables, including the number of shares of Vitesse common stock you purchased during the period January 27, 2003 to April 27, 2006 and the timing of your purchases and any sales. Depending, in part on the value of the Vitesse common stock (currently about $0.72/share) to be distributed to Class Members and if claims are submitted for 100% of the number of shares eligible for distribution under the Plan of Allocation (which is not expected to occur), the estimated average distribution per share will be approximately $0.06 before deduction of Court-approved fees and expenses. Historically, actual claim rates are less than 100% and result in higher distributions per share.

Transcript of NOTICE OF PENDENCY AND PROPOSED PARTIAL SETTLEMENT … · Lewis, Dr. Louis Tomasetta,Yatin Mody,...

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UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION

LOUIS GRASSO, individually and on behalfof all others similarly situated,

Plaintiff,vs. CASE NO. 06-CV-2639 R

VITESSE SEMICONDUCTOR CORPORATION, CLASS ACTIONDR. VINCENT CHAN, PH.D., JAMES A. COLE,ALEX DALY, MOSHE GAVRIELOV, JOHN C.LEWIS, DR. LOUIS TOMASETTA, PH.D.,YATIN MODY, EUGENE F. HOVANEC andEDWARD ROGAS, JR.,

Defendants.

NOTICE OF PENDENCY AND PROPOSEDPARTIAL SETTLEMENT OF CLASS ACTION

TO: ALL PERSONS WHO PURCHASED THE COMMON STOCK OF VITESSESEMICONDUCTOR CORPORATION (“VITESSE”) BETWEEN JANUARY 27, 2003AND APRIL 27, 2006, INCLUSIVE.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOURRIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. PLEASENOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TOSHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THISNOTICE. TO CLAIM YOUR SHARE OF THIS FUND, YOU MUST SUBMIT A VALIDPROOF OF CLAIM AND RELEASE POSTMARKED ON OR BEFORE APRIL 21, 2008.

This Notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Orderof the United States District Court for the Central District of California, Western Division (the “Court”). Thepurpose of this Notice is to inform you of the pendency and proposed partial settlement of this class actionlitigation and of the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy ofthe settlement. This Notice is not intended to be, and should not be construed as, an expression of any opinionby the Court with respect to the truth of the allegations in the Litigation or the merits of the claims or defensesasserted. This Notice describes the rights you may have in connection with the partial settlement and whatsteps you may take in relation to the partial settlement and this class action litigation.

The proposed partial settlement creates a fund in the amount of $10,200,000 in cash and 3,922,669 sharesof Vitesse common stock (the “Settlement Fund”) and will include interest that accrues on the fund prior todistribution. Your recovery from this fund will depend on a number of variables, including the number ofshares of Vitesse common stock you purchased during the period January 27, 2003 to April 27, 2006 and thetiming of your purchases and any sales. Depending, in part on the value of the Vitesse common stock (currentlyabout $0.72/share) to be distributed to Class Members and if claims are submitted for 100% of the number ofshares eligible for distribution under the Plan of Allocation (which is not expected to occur), the estimatedaverage distribution per share will be approximately $0.06 before deduction of Court-approved fees andexpenses. Historically, actual claim rates are less than 100% and result in higher distributions per share.

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Lead Plaintiff and Defendants do not agree on the average amount of damages per share that would berecoverable if the Lead Plaintiff were to have prevailed on each claim alleged. The issues on which the partiesdisagree include: (1) the appropriate economic model for determining the amount by which the price of Vitessecommon stock was allegedly artificially inflated (if at all) during the Class Period; (2) the amount by whichthe price of Vitesse common stock was allegedly artificially inflated (if at all) during the Class Period; (3) theeffect of various market forces influencing the trading price of Vitesse common stock at various times duringthe Class Period; (4) the extent to which external factors, such as general market and industry conditions,influenced the trading price of Vitesse common stock at various times during the Class Period; (5) the extentto which the various matters that Lead Plaintiff alleged were materially false or misleading influenced (if atall) the trading price of Vitesse common stock at various times during the Class Period; (6) the extent to whichthe various allegedly adverse material facts that Lead Plaintiff alleged were omitted influenced (if at all) thetrading price of Vitesse common stock at various times during the Class Period; and (7) whether the statementsmade or facts allegedly omitted were material, false, misleading or otherwise actionable under the securities laws.

The Lead Plaintiff believes that the proposed partial settlement is a good recovery and is in the bestinterests of the Class. Because of the risks associated with continuing to litigate and proceeding to trial, therewas a danger that the Class would not have prevailed on any of their claims, in which case the Class wouldreceive nothing. The amount of damages recoverable by the Class was and is challenged by Defendants.Recoverable damages in this case are limited to losses caused by conduct actionable under applicable law and,had the Litigation gone to trial, Defendants would have asserted that any losses of Class Members were causedby non-actionable market, industry or general economic factors. Defendants would also assert that throughoutthe Class Period the uncertainties and risks associated with the purchase of Vitesse common stock were fullyand adequately disclosed.

At a future date, upon further notice to the Class and an opportunity to be heard, Lead Counsel and LeadPlaintiff will apply to the Court for an award of attorneys’ fees and expenses. At the direction of the LeadPlaintiff, no attorneys’ fees or expenses are being sought at this time. However, if Lead Counsel were to applyfor fees and expenses now, the application would be for 28% of the Settlement Fund for fees plus expenses notto exceed $223,000. Each member of the Rodriguez Lead Plaintiff Group has approved these amounts. Inaddition, Lead Plaintiff would request up to $34,000 in expenses incurred in connection with representation ofthe Class. The average cost per share of the total of such amounts would be $0.02. For further informationregarding this settlement you may contact Lead Counsel: Paul O. Paradis, Horwitz, Horwitz & Paradis,Attorneys at Law, 28 West 44th Street, 16th Floor, New York, New York 10036, 212/404-2200. No attorneys’fees or expenses are being sought at this time.

I. NOTICE OF HEARING ON PROPOSED PARTIAL SETTLEMENT

A hearing (the “Settlement Hearing”) will be held on March 17, 2008, at 10:00 a.m., before the HonorableManuel L. Real, Courtroom 8, United States District Judge, United States District Court, Central District ofCalifornia, Western Division, 312 North Spring Street, Los Angeles, California. The purpose of the SettlementHearing will be to determine: (A) whether the partial settlement consisting of $10,200,000 in cash and3,948,014 shares of Vitesse common stock should be approved as fair, reasonable and adequate to theMembers of the Class (as defined below); (B) whether the proposed plan to distribute the settlement proceeds(the “Plan of Allocation”) is fair, reasonable, and adequate; and (C) whether the Litigation should be dismissedwith prejudice as to the settling defendants. The Court may adjourn or continue the Settlement Hearing withoutfurther notice to the Class.

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II. DEFINITIONS USED IN THIS NOTICE

1. “Authorized Claimant” means any Class Member whose claim for recovery has been allowed pursuantto the terms of the Stipulation.

2. “Claims Administrator” means the firm of Berdon Claims Administration, LLC.

3. “Class” means all Persons who purchased Vitesse Semiconductor Corporation common stock betweenJanuary 27, 2003 and April 27, 2006, inclusive. Excluded from the Class are the Company, the officers anddirectors, employees, affiliates, legal representatives, heirs, predecessors, successors and assigns, and anyentity in which the Company has a controlling interest or of which the Company is a parent or subsidiary.

4. “Class Member” or “Member of the Class” mean a Person who falls within the definition of the Classas set forth in paragraph 3 above.

5. “Class Period” means the period commencing on January 27, 2003 through April 27, 2006, inclusive.

6. “Defendants” means Vitesse, Dr. Vincent Chan, James A. Cole, Alex Daly, Moshe Gavrielov, John C.Lewis, Dr. Louis Tomasetta, Yatin Mody, Eugene F. Hovanec, and Edward Rogas, Jr. Messrs. Chan, Cole, Daly,Gavrielov, Lewis, and Rogas were not named as defendants in the operative Consolidated Amended ClassAction Complaint for Securities Fraud, although each was named as a defendant in one or more of thecomplaints filed in this Litigation before the filing of the Consolidated Amended Class Action Complaint forSecurities Fraud. “Defendants” does not include the Non-Settling Defendants, as defined below.

7. “Lead Counsel” means Paul O. Paradis, Horwitz, Horwitz & Paradis, Attorneys at Law, 28 West 44thStreet, 16th Floor, New York, New York 10036.

8. “Lead Plaintiff” means The Rodriguez Group.

9. “Person” means an individual, corporation, partnership, limited partnership, association, joint stockcompany, estate, legal representative, trust, unincorporated association, government or any politicalsubdivision or agency thereof, and any business or legal entity and their spouses, heirs, predecessors,successors, representatives, or assignees.

10. “Plan of Allocation” means a plan or formula of allocation of the Settlement Fund whereby theSettlement Fund shall be distributed to Authorized Claimants after payment of expenses of notice andadministration of the settlement, Taxes and Tax Expenses and such attorneys’ fees, costs, expenses and interestas may be awarded by the Court. Any Plan of Allocation is not part of the Stipulation and neither Defendantsnor their Related Parties shall have any responsibility or liability with respect thereto.

11. “Released Claims” shall collectively mean all claims (including “Unknown Claims” as defined below),demands, rights, liabilities and causes of action of every nature and description whatsoever, known orunknown, whether or not concealed or hidden, asserted or that might have been asserted, including, withoutlimitation, claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty,fraud, breach of fiduciary duty, or violations of any state or federal statutes, rules or regulations, by the LeadPlaintiff or any Class Member against the Defendants or their Related Parties arising out of, based upon orrelated in any way to both the purchase of Vitesse common stock during the Class Period and the facts,transactions, events, occurrences, acts, disclosures, statements, omissions, or failures to act which were orcould have been alleged in the Litigation.

12. “Released Persons” means each and all of the Defendants and each and all of the Related Parties.Released Persons does not include the Non-Settling Defendants, as defined below.

13. “Related Parties” means any Defendants’ past or present directors, officers, employees, partners,insurers, co-insurers, reinsurers, agents, controlling shareholders, attorneys, personal or legal representatives,predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, related oraffiliated entities, any entity in which a Defendant has a controlling interest, any members of a Defendant’s

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immediate family, any trust of which any Defendant is the settlor or which is for the benefit of a Defendant’sfamily, and all officers, directors, employees and insurers of Vitesse’s current and former subsidiaries. RelatedParties does not include the Non-Settling Defendants.

14. “Settling Parties” means, collectively, the Defendants and the Lead Plaintiff on behalf of itself and theMembers of the Class.

15. “Unknown Claims” means any Released Claims which the Lead Plaintiff or any Class Member doesnot know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, ifknown 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 allReleased Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Lead Plaintiff shallexpressly and each of the Class Members shall be deemed to have, and by operation of the Judgment shallhave, expressly waived 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 suspectto exist in his or her favor at the time of executing the release, which if known by him orher must have materially affected his or her settlement with the debtor.

The Lead Plaintiff shall expressly waive and each of the Class Members shall be deemed to have waived, andby operation of the Judgment shall have expressly waived any and all provisions, rights and benefits conferredby 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. The Lead Plaintiff and Class Members may hereafterdiscover facts in addition to or different from those which he, she or it now knows or believes to be true withrespect to the subject matter of the Released Claims, but the Lead Plaintiff shall expressly fully, finally andforever settle and release, and each Class Member, upon the Effective Date, shall be deemed to have, and byoperation of the Judgment shall have, fully, finally, and forever settled and released any and all ReleasedClaims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealedor hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing orcoming into existence in the future, including, but not limited to, conduct which is negligent, intentional, withor without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existenceof such different or additional facts. The Lead Plaintiff acknowledges, and the Class Members shall be deemedby operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained forand a key element of the settlement of which this release is a part.

16. “Non-Settling Defendants” means KPMG LLP and each of its auditors, partners, officers, directors,employees, predecessors, successors, parents, subsidiaries, affiliates, custodians, agents, assigns, andrepresentatives, including but not limited to KPMG International; Silicon Valley Bank and each of its officers,directors, employees, predecessors, successors, parents, subsidiaries, assigns, and representatives; NuHorizons Electronic Corp. and each of its officers, directors, employees, predecessors, successors, parents,subsidiaries, assigns, and representatives; and Titan Supply Chain Services Corp. (f/n/a Titan Logistics Corp.)and each of its officers, directors, employees, predecessors, successors, parents, subsidiaries, assigns, andrepresentatives.

III. THE LITIGATION

On and after May 1, 2006, actions were filed in the United States District Court for the Central District ofCalifornia (the “Court”) as securities class actions on behalf of purchasers of Vitesse SemiconductorCorporation (“Vitesse”) publicly traded securities during a defined period of time.

These actions were consolidated for all purposes by an order filed June 30, 2006. The consolidated actionsare referred to herein collectively as the “Litigation” or “Action.” On September 26, 2006, The Rodriguez Groupwas appointed Lead Plaintiff, and Paul O. Paradis was appointed as Lead Counsel for The Rodriguez Group.

The operative complaint in the Litigation is the Consolidated Amended Class Action Complaint forSecurities Fraud (the “Complaint”), filed by The Rodriguez Group on October 4, 2007. The Complaint alleges

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violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b 5 promulgated thereunderon behalf of a class of purchasers of Vitesse common stock.

IV. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OF PARTIAL SETTLEMENT

The Lead Plaintiff believes that the claims asserted in the Litigation have merit and that the evidencedeveloped to date supports the claims. However, Lead Plaintiff and Lead Counsel recognize and acknowledgethe expense and length of continued proceedings necessary to prosecute the Litigation against the Defendantsthrough trial and through appeals. Lead Plaintiff and Lead Counsel have also taken into account the uncertainoutcome and the risk of any litigation, especially in complex actions such as the Litigation, as well as thedifficulties and delays inherent in such litigation. Lead Plaintiff and Lead Counsel also are mindful of theinherent problems of proof under and possible defenses to the securities law violations asserted in theLitigation. Lead Plaintiff and Lead Counsel believe that the partial settlement set forth in the Stipulationconfers substantial benefits upon the Class. Based on their evaluation, Lead Plaintiff and Lead Counsel havedetermined that the partial settlement set forth in the Stipulation is in the best interests of the Lead Plaintiff andthe Class.

V. DEFENDANTS’ STATEMENT AND DENIALS OF WRONGDOING AND LIABILITY

The Defendants have denied and continue to deny each and all of the claims and contentions alleged in theLitigation. The Defendants expressly have denied and continue to deny all charges of wrongdoing or liabilityagainst them arising out of any of the conduct, statements, acts or omissions alleged, or that could have beenalleged, in the Litigation. The Defendants also have denied and continue to deny, inter alia, the allegations thatthe Lead Plaintiff or the Class have suffered damage, that the price of Vitesse publicly traded securities wasartificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise, or that the LeadPlaintiff or the Class were harmed by the conduct alleged in the Complaint.

Nonetheless, the Defendants have concluded that further conduct of the Litigation would be protracted andexpensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon theterms and conditions set forth in this Stipulation. The Defendants also have taken into account the uncertaintyand risks inherent in any litigation, especially in complex cases like the Litigation. The Defendants have,therefore, determined that it is desirable and beneficial to them that the Litigation be settled in the manner andupon the terms and conditions set forth in this Stipulation.

VI. TERMS OF THE PROPOSED PARTIAL SETTLEMENT

The Defendants have paid or caused to be paid or will pay or cause to be paid, pursuant to the terms of theStipulation of Settlement dated as of October 5, 2007 (the “Stipulation”), cash in the amount of $10,200,000which has been earning and will continue to earn interest for the benefit of the Class and 3,922,669 shares ofVitesse common stock.

The $10,200,000 in cash is comprised of the following payments: (a) $8,750,000 from the Defendants’directors’ and officers’ liability insurers, (b) $1,200,000 from Louis R. Tomasetta, and (c) $250,000 fromEugene F. Hovanec.

The 3,922,669 shares of Vitesse common stock is comprised of the following: (a) 2,650,000 shares ofVitesse common stock transferred from Vitesse, (b) 814,655 shares of Vitesse common stock transferred fromLouis R. Tomasetta, and (c) 458,014 shares of Vitesse common stock transferred from Eugene F. Hovanec.

Defendants Chan, Cole, Daly, Gavrielov, Lewis, Mody, and Rogas will make no direct payment as part ofthis settlement or the settlement of the Federal Derivative Action. However, each of these individuals is anamed insured under the two directors’ and officers’ liability insurance policies which are contributing to theSettlement Fund. Moreover, Mr. Mody will cooperate in the prosecution of class claims against other personsand entities.

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A portion of the settlement proceeds will be used for certain administrative expenses, including costs ofprinting and mailing this Notice, the cost of publishing a newspaper notice, payment of any taxes assessedagainst the Settlement Fund and costs associated with the processing of claims submitted. In addition, asexplained below, a portion of the Settlement Fund may be awarded by the Court to Lead Counsel as attorneys’fees and for payment of the attorneys’ and the Lead Plaintiff’s expenses. The balance of the Settlement Fund(the “Net Settlement Fund”) will be distributed according to the Plan of Allocation described below to ClassMembers who submit valid and timely Proof of Claim and Release forms.

VII. THE RIGHTS OF CLASS MEMBERS

If you are a Class Member, you may receive the benefit of, and you will be bound by the terms of, theproposed partial settlement described in this Notice, upon approval of it by the Court.

If you are a Class Member, you have the following options:

1. You may file a Proof of Claim and Release as described below. If you choose this option, you willremain a Class Member, you will share in the proceeds of the proposed settlement if your claim is timely andvalid and if the proposed settlement is finally approved by the Court, and you will be bound by the Judgmentand release described below.

2. If you do not wish to be included in the Class and you do not wish to participate in the proposedsettlement described in this Notice, you may request to be excluded. To do so, you must so state in writingpostmarked no later than February 25, 2008. You must set forth: (a) your name, address and telephonenumber; (b) the number of shares of Vitesse common stock purchased and the number of shares sold duringthe Class Period and the dates and prices of such purchase(s) and/or sale(s); and (c) that you wish to beexcluded from the Class. The exclusion request should be addressed to the Claims Administrator as follows:

Vitesse Securities Litigation – Exclusionsc/o Berdon Claims Administration, LLC

P.O. Box 9014Jericho, NY 11753-8914

NO REQUEST FOR EXCLUSION WILL BE CONSIDERED VALID UNLESS ALL OF THEINFORMATION DESCRIBED ABOVE IS INCLUDED IN ANY SUCH REQUEST.

3. If you validly request exclusion from the Class, (a) you will be excluded from the Class, (b) you willnot share in the proceeds of the settlement described herein, (c) you will not be bound by any judgment enteredin the Litigation, and (d) you will not be precluded, by reason of your decision to request exclusion from theClass, from otherwise prosecuting an individual claim, if timely, against Defendants based on the matterscomplained of in the Litigation.

4. If you do not request in writing to be excluded from the Class as set forth in paragraph 2 above, youwill be bound by any and all determinations or judgments in the Litigation in connection with the settlemententered into or approved by the Court, whether favorable or unfavorable to the Class, and you shall be deemedto have, and by operation of the Judgment shall have, fully released all of the Released Claims against theReleased Persons, whether or not you submit a valid Proof of Claim and Release form.

5. You may do nothing at all. If you choose this option, you will not share in the proceeds of thesettlement, but you will be bound by any judgment entered by the Court, and you shall be deemed to have, andby operation of the Judgment shall have, fully released all of the Released Claims against the ReleasedPersons.

6. If you are a Class Member, you may, but are not required to, enter an appearance through counsel ofyour own choosing at your own expense. If you do not do so, you will be represented by Lead Counsel: Paul

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O. Paradis, Horwitz, Horwitz & Paradis, Attorneys at Law, 28 West 44th Street, 16th Floor, New York, NewYork 10036.

VIII. PLAN OF ALLOCATION

The Net Settlement Fund will be distributed to Class Members who submit valid, timely Proof of Claimand Release forms (“Authorized Claimants”) under the Plan of Allocation described below. The Plan ofAllocation provides that you will be eligible to participate in the distribution of the Net Settlement Fund onlyif you have a net loss on all transactions in Vitesse common stock during the Class Period.

For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation,Lead Counsel have consulted with their damage consultants and the Plan of Allocation reflects an assessmentof the damages that they believe could have been recovered had Lead Plaintiff prevailed at trial.

To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receivean amount equal to the Authorized Claimant’s claim, as defined below. If, as is more likely than not, theamount in the Net Settlement Fund is not sufficient to permit payment of the total claim of each AuthorizedClaimant, then each Authorized Claimant shall be paid the percentage of the Net Settlement Fund that eachAuthorized Claimant’s claim bears to the total of the claims of all Authorized Claimants. Payment in thismanner shall be deemed conclusive against all Authorized Claimants.

A claim will be calculated as follows:

1. For each share of Vitesse common stock that was purchased on or after January 27, 2003 and thatwas still held as of the close of trading on April 27, 2006, the Recognized Loss per share is the AllegedInflation amount on the date of purchase indicated on Table A.

2. For each share of Vitesse common stock that was purchased on or after January 27, 2003 and soldbefore April 19, 2006, there is no Recognized Loss. This determination was made because the purchase andthe sale occurred before any adverse information was publicly disclosed. Thus, any losses that Class Membersmay have suffered with respect to shares of Vitesse common stock that were purchased from January 27, 2003through and including April 18, 2006, that were sold before April 19, 2006, were not related to the allegedmisstatements or omissions and are not compensable through an action for violation of the securities laws.

3. For each share of Vitesse common stock that was purchased on or after January 27, 2003 andbefore April 19, 2006, and then sold between April 19, 2006 and April 27, 2006 (inclusive), the RecognizedLoss per share is the Alleged Inflation amount on the date of purchase indicated on Table A minus the AllegedInflation amount on the date of sale indicated on Table A.

4. For each share of Vitesse common stock that was purchased from April 19, 2006 through andincluding April 27, 2006, and subsequently sold on or before April 27, 2006, the Recognized Loss per shareis the Alleged Inflation amount on the date of purchase indicated on Table A minus the Alleged Inflationamount on the date of sale indicated on Table A.

5. “Aggregate Recognized Loss” in Vitesse common stock during the Class Period, is the sum totalof the Claimant’s Recognized Losses per share multiplied by the number of shares associated with eachtransaction described above pursuant to subparagraphs 1 through 4.

The date of purchase or sale is the “contract” or “trade” date as distinguished from the “settlement” date.

For Class Members who held Vitesse common stock at the beginning of the Class Period or made multiplepurchases or sales during the Class Period, the first-in, first-out (“FIFO”) method will be applied to suchholdings, purchases and sales for purposes of calculating a claim. Under the FIFO method, sales of sharesduring the Class Period will be matched, in chronological order, first against securities held at the beginningof the Class Period. The remaining sales of securities during the Class Period will then be matched, inchronological order, against securities purchased during the Class Period.

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A Class Member will be eligible to receive a distribution from the Net Settlement Fund only if a ClassMember had a net loss, after all profits from transactions in Vitesse common stock during the Class Period aresubtracted from all losses. However, the proceeds from sales of securities which have been matched againststock held at the beginning of the Class Period will not be used in the calculation of such net loss. Nodistributions will be made to Authorized Claimants who would otherwise receive a distribution of less than$10.00.

The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Class Member onequitable grounds.

Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all AuthorizedClaimants. No Person shall have any claim against Lead Counsel, Plaintiff’s Counsel, the ClaimsAdministrator or other agent designated by Lead Counsel, or Defendants or Defendants’ counsel based ondistributions made substantially in accordance with the Stipulation and the settlement contained therein, thePlan of Allocation herein, or further orders of the Court.

All Class Members who fail to complete and file a valid and timely Proof of Claim and Release form shallbe barred from participating in distributions from the net Settlment Fund, (unless otherwise ordered by theCourt), but otherwise shall be bound by all of the terms of the Stipulation, including the terms of any judgmententered and the releases given.

IX. PARTICIPATION IN THE PARTIAL SETTLEMENT

TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU MUSTTIMELY COMPLETE AND RETURN THE PROOF OF CLAIM AND RELEASE FORM THATACCOMPANIES THIS NOTICE. The Proof of Claim and Release must be postmarked on or before April21, 2008, and delivered to the Claims Administrator at the address below. Unless the Court orders otherwise,if you do not timely submit a valid Proof of Claim and Release, you will be barred from receiving anypayments from the Net Settlement Fund, but will in all other respects be bound by the provisions of theStipulation and the Judgment.

X. DISMISSAL AND RELEASES

If the proposed partial settlement is approved, the Court will enter a Final Judgment and Order ofDismissal with Prejudice (“Judgment”). The Judgment will dismiss the Released Claims with prejudice as toall Defendants except the Non-Settling Defendants. The Judgment will provide that all Class Members shallbe deemed to have released and forever discharged all Released Claims (to the extent Members of the Classhave such claims) against all Released Persons and that the Released Persons shall be deemed to have releasedand discharged all Class Members, Lead Plaintiff, Lead Counsel and Plaintiffs’ Counsel from all claims arisingout of the prosecution and settlement of the Litigation or the Released Claims.

XI. APPLICATION FOR FEES AND EXPENSES

Lead Counsel do not intend to seek an award of attorneys’ fees and expenses at this time. Any suchapplication will only occur after a further notice to the Class and an opportunity to be heard.

XII. CONDITIONS FOR PARTIAL SETTLEMENT

The partial settlement is conditioned upon the occurrence of certain events described in the Stipulation.Those events include, among other things: (1) entry of the Judgment by the Court, as provided for in theStipulation; (2) expiration of the time to appeal from or alter or amend the Judgment; and (3) the dismissal ofrelated derivative actions pending in federal and state court. If, for any reason, any one of the conditionsdescribed in the Stipulation is not met, the Stipulation might be terminated and, if terminated, will become null

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and void, and the parties to the Stipulation will be restored to their respective positions as of September 23,2007. In addition, Vitesse has the option to terminate the settlement if persons who are otherwise ClassMembers and purchased in the aggregate 98.6 million shares or more of Vitesse common stock during theClass Period request exclusion from the Class.

XIII. THE RIGHT TO BE HEARD AT THE HEARING

Any Class Member who objects to any aspect of the settlement or the Plan of Allocation may appear andbe heard at the Settlement Hearing. Any such Person must submit a written notice of objection, received on orbefore February 25, 2008, by each of the following:

Court: Counsel for Plaintiffs:

CLERK OF THE COURT HORWITZ, HORWITZ & PARADISUNITED STATES DISTRICT COURT ATTORNEYS AT LAWCENTRAL DISTRICT OF CALIFORNIA PAUL O. PARADISWESTERN DIVISION 28 West 44th Street, 16th Floor312 North Spring Street New York, NY 10036Los Angeles, CA 90012 Lead Counsel for Lead Plaintiff

The Rodriguez Group

Counsel for Defendants:

KATTEN MUCHIN ROSENMAN LLP O’MELVENY & MYERS LLPBRUCE G. VANYO SETH ARONSONANNISA D. SEYMOUR DAVID I. HURWITZMARISA WESTERVELT MARC S. WILLIAMS2029 Century Park East, Suite 2600 TRISTAN SORAH-REYESLos Angeles, CA 90067-6042 400 South Hope Street, Suite 1060Attorneys for Defendants Vincent Chan, Los Angeles, CA 90071-2899James A. Cole, Alex Daly and John C. Lewis Attorneys for Defendants Moshe Gavrielov,

Edward Rogas, Jr. and Vitesse SemiconductorCorporation

MICHAEL GREEN HELLER EHRMAN LLPVICE PRESIDENT, GENERAL COUNSEL SARA B. BRODY

AND SECRETARY HOWARD CAROVITESSE SEMICONDUCTOR CORP. MADELEINE LOH741 Calle Plano 333 Bush Street, Suite 3100Camarillo, CA 93012 San Francisco, CA 94104-2878Attorneys for Defendant Vitesse Attorney for Defendant Eugene F. HovanecSemiconductor Corporation

MORRISON & FOERSTER, LLP IRELL & MANELLA LLPDAN MARMALEFSKY DAVID SIEGELJAMES P. MANISCALCO DANIEL LEFLER555 West Fifth Street GLENN VANZURASuite 3500 1800 Avenue of the Stars, Suite 900Los Angeles, CA 90013-1024 Los Angeles, CA 90067-4276Attorney for Defendant Louis R. Tomasetta Attorney for Defendant Yatin Mody

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The notice of objection must demonstrate the objecting Person’s membership in the Class, including thenumber of shares of Vitesse common stock purchased and sold during the Class Period and contain a statementof the reasons for objection. Only Members of the Class who have submitted written notices of objection inthis manner will be entitled to be heard at the Settlement Hearing, unless the Court orders otherwise.

XIV. SPECIAL NOTICE TO NOMINEES

If you hold any Vitesse common stock purchased during the Class Period as nominee for a beneficialowner, then, within ten (10) days after you receive this Notice, you must either: (1) send a copy of this Noticeand the Proof of Claim and Release by first class mail to all such Persons; or (2) provide a list of the namesand addresses of such Persons to the Claims Administrator:

Vitesse Securities Litigationc/o Berdon Claims Administration, LLC

P.O. Box 9014Jericho, NY 11753-8914

Telephone: (800) 766-3330Facsimile: (516) 931-0810

Website: www.berdonclaims.com

If you choose to mail the Notice and Proof of Claim and Release yourself, you may obtain from the ClaimsAdministrator (without cost to you) as many additional copies of these documents as you will need to completethe mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performedfor you, you may obtain reimbursement of reasonable administrative costs actually incurred in connection withforwarding the Notice and Proof of Claim and Release and which would not have been incurred but for theobligation to forward the Notice and Proof of Claim and Release, after submission of appropriatedocumentation to the Claims Administrator.

XV. EXAMINATION OF PAPERS

This Notice is a summary and does not describe all of the details of the Stipulation. For full details of thematters discussed in this Notice, you may review the Stipulation filed with the Court, which may be inspectedduring business hours, at the office of the Clerk of the Court, Central District of California, Western Division,312 North Spring Street, Los Angeles, California, or at www.berdonclaims.com.

If you have any questions about the settlement of the Litigation, you may contact Lead Counsel by writing:

HORWITZ, HORWITZ & PARADISATTORNEYS AT LAW

PAUL O. PARADIS28 West 44th Street, 16th Floor

New York, NY 10036

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

Dated: January 18, 2008 BY ORDER OF UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIAWESTERN DIVISION

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11

01/27/2003 0.57101/28/2003 0.61101/29/2003 0.62301/30/2003 0.58701/31/2003 0.56802/03/2003 0.53502/04/2003 0.53802/05/2003 0.56802/06/2003 0.56802/07/2003 0.56802/10/2003 0.56202/11/2003 0.55702/12/2003 0.55102/13/2003 0.54602/14/2003 0.55402/18/2003 0.58202/19/2003 0.60402/20/2003 0.63102/21/2003 0.62302/24/2003 0.63402/25/2003 0.63402/26/2003 0.61202/27/2003 0.61702/28/2003 0.62003/03/2003 0.61203/04/2003 0.59003/05/2003 0.58203/06/2003 0.57303/07/2003 0.58703/10/2003 0.56503/11/2003 0.55103/12/2003 0.56803/13/2003 0.62303/14/2003 0.60603/17/2003 0.65603/18/2003 0.67503/19/2003 0.67803/20/2003 0.70503/21/2003 0.68003/24/2003 0.66403/25/2003 0.675

03/26/2003 0.66103/27/2003 0.64703/28/2003 0.63103/31/2003 0.58704/01/2003 0.59804/02/2003 0.64704/03/2003 0.64704/04/2003 0.64204/07/2003 0.70504/08/2003 0.67804/09/2003 0.66904/10/2003 0.68604/11/2003 0.69704/14/2003 0.70804/15/2003 0.70504/16/2003 0.65604/17/2003 0.65804/21/2003 0.66904/22/2003 0.74104/23/2003 0.74304/24/2003 0.78704/25/2003 0.77604/28/2003 0.81204/29/2003 0.84304/30/2003 0.84305/01/2003 0.84305/02/2003 0.84305/05/2003 0.84305/06/2003 0.84305/07/2003 0.84305/08/2003 0.84305/09/2003 0.84305/12/2003 0.84305/13/2003 0.84305/14/2003 0.84305/15/2003 0.84305/16/2003 0.84305/19/2003 0.84305/20/2003 0.84305/21/2003 0.84305/22/2003 0.843

05/23/2003 0.84305/27/2003 0.84305/28/2003 0.84305/29/2003 0.84305/30/2003 0.84306/02/2003 0.84306/03/2003 0.84306/04/2003 0.84306/05/2003 0.84306/06/2003 0.84306/09/2003 0.84306/10/2003 0.84306/11/2003 0.84306/12/2003 0.84306/13/2003 0.84306/16/2003 0.84306/17/2003 0.84306/18/2003 0.84306/19/2003 0.84306/20/2003 0.84306/23/2003 0.84306/24/2003 0.84306/25/2003 0.84306/26/2003 0.84306/27/2003 0.84306/30/2003 0.84307/01/2003 0.84307/02/2003 0.84307/03/2003 0.84307/07/2003 0.84307/08/2003 0.84307/09/2003 0.84307/10/2003 0.84307/11/2003 0.84307/14/2003 0.84307/15/2003 0.84307/16/2003 0.84307/17/2003 0.84307/18/2003 0.84307/21/2003 0.84307/22/2003 0.843

TABLE AVitesse Semiconductor Corporation

Settlement Analysis of Alleged Inflation January 27, 2003 Through July 27, 2006

Alleged Alleged Alleged AllegedTrade Date Inflation Trade Date Inflation Trade Date Inflation Trade Date Inflation

07/23/2003 0.84307/24/2003 0.84307/25/2003 0.84307/28/2003 0.84307/29/2003 0.84307/30/2003 0.84307/31/2003 0.84308/01/2003 0.84308/04/2003 0.84308/05/2003 0.84308/06/2003 0.84308/07/2003 0.84308/08/2003 0.84308/11/2003 0.84308/12/2003 0.84308/13/2003 0.84308/14/2003 0.84308/15/2003 0.84308/18/2003 0.84308/19/2003 0.84308/20/2003 0.84308/21/2003 0.84308/22/2003 0.84308/25/2003 0.84308/26/2003 0.84308/27/2003 0.84308/28/2003 0.84308/29/2003 0.84309/02/2003 0.84309/03/2003 0.84309/04/2003 0.84309/05/2003 0.84309/08/2003 0.84309/09/2003 0.84309/10/2003 0.84309/11/2003 0.84309/12/2003 0.84309/15/2003 0.84309/16/2003 0.84309/17/2003 0.84309/18/2003 0.843

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09/19/2003 0.84309/22/2003 0.84309/23/2003 0.84309/24/2003 0.84309/25/2003 0.84309/26/2003 0.84309/29/2003 0.84309/30/2003 0.84310/01/2003 0.84310/02/2003 0.84310/03/2003 0.84310/06/2003 0.84310/07/2003 0.84310/08/2003 0.84310/09/2003 0.84310/10/2003 0.84310/13/2003 0.84310/14/2003 0.84310/15/2003 0.84310/16/2003 0.84310/17/2003 0.84310/20/2003 0.84310/21/2003 0.84310/22/2003 0.84310/23/2003 0.84310/24/2003 0.84310/27/2003 0.84310/28/2003 0.84310/29/2003 0.84310/30/2003 0.84310/31/2003 0.84311/03/2003 0.84311/04/2003 0.84311/05/2003 0.84311/06/2003 0.84311/07/2003 0.84311/10/2003 0.84311/11/2003 0.84311/12/2003 0.84311/13/2003 0.84311/14/2003 0.84311/17/2003 0.84311/18/2003 0.84311/19/2003 0.84311/20/2003 0.84311/21/2003 0.843

11/24/2003 0.84311/25/2003 0.84311/26/2003 0.84311/28/2003 0.84312/01/2003 0.84312/02/2003 0.84312/03/2003 0.84312/04/2003 0.84312/05/2003 0.84312/08/2003 0.84312/09/2003 0.84312/10/2003 0.84312/11/2003 0.84312/12/2003 0.84312/15/2003 0.84312/16/2003 0.84312/17/2003 0.84312/18/2003 0.84312/19/2003 0.84312/22/2003 0.84312/23/2003 0.84312/24/2003 0.84312/26/2003 0.84312/29/2003 0.84312/30/2003 0.84312/31/2003 0.84301/02/2004 0.84301/05/2004 0.84301/06/2004 0.84301/07/2004 0.84301/08/2004 0.84301/09/2004 0.84301/12/2004 0.84301/13/2004 0.84301/14/2004 0.84301/15/2004 0.84301/16/2004 0.84301/20/2004 0.84301/21/2004 0.84301/22/2004 0.84301/23/2004 0.84301/26/2004 0.84301/27/2004 0.84301/28/2004 0.84301/29/2004 0.84301/30/2004 0.843

02/02/2004 0.84302/03/2004 0.84302/04/2004 0.84302/05/2004 0.84302/06/2004 0.84302/09/2004 0.84302/10/2004 0.84302/11/2004 0.84302/12/2004 0.84302/13/2004 0.84302/17/2004 0.84302/18/2004 0.84302/19/2004 0.84302/20/2004 0.84302/23/2004 0.84302/24/2004 0.84302/25/2004 0.84302/26/2004 0.84302/27/2004 0.84303/01/2004 0.84303/02/2004 0.84303/03/2004 0.84303/04/2004 0.84303/05/2004 0.84303/08/2004 0.84303/09/2004 0.84303/10/2004 0.84303/11/2004 0.84303/12/2004 0.84303/15/2004 0.84303/16/2004 0.84303/17/2004 0.84303/18/2004 0.84303/19/2004 0.84303/22/2004 0.84303/23/2004 0.84303/24/2004 0.84303/25/2004 0.84303/26/2004 0.84303/29/2004 0.84303/30/2004 0.84303/31/2004 0.84304/01/2004 0.84304/02/2004 0.84304/05/2004 0.84304/06/2004 0.843

04/07/2004 0.84304/08/2004 0.84304/12/2004 0.84304/13/2004 0.84304/14/2004 0.84304/15/2004 0.84304/16/2004 0.84304/19/2004 0.84304/20/2004 0.84304/21/2004 0.84304/22/2004 0.84304/23/2004 0.84304/26/2004 0.84304/27/2004 0.84304/28/2004 0.84304/29/2004 0.84304/30/2004 0.84305/03/2004 0.84305/04/2004 0.84305/05/2004 0.84305/06/2004 0.84305/07/2004 0.84305/10/2004 0.84305/11/2004 0.84305/12/2004 0.84305/13/2004 0.84305/14/2004 0.84305/17/2004 0.84305/18/2004 0.84305/19/2004 0.84305/20/2004 0.84305/21/2004 0.84305/24/2004 0.84305/25/2004 0.84305/26/2004 0.84305/27/2004 0.84305/28/2004 0.84306/01/2004 0.84306/02/2004 0.84306/03/2004 0.84306/04/2004 0.84306/07/2004 0.84306/08/2004 0.84306/09/2004 0.84306/10/2004 0.84306/14/2004 0.843

Alleged Alleged Alleged AllegedTrade Date Inflation Trade Date Inflation Trade Date Inflation Trade Date Inflation

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06/15/2004 0.84306/16/2004 0.84306/17/2004 0.84306/18/2004 0.84306/21/2004 0.84306/22/2004 0.84306/23/2004 0.84306/24/2004 0.84306/25/2004 0.84306/28/2004 0.84306/29/2004 0.84306/30/2004 0.84307/01/2004 0.84307/02/2004 0.84307/06/2004 0.84307/07/2004 0.84307/08/2004 0.84307/09/2004 0.84307/12/2004 0.84307/13/2004 0.84307/14/2004 0.84307/15/2004 0.84307/16/2004 0.84307/19/2004 0.84307/20/2004 0.84307/21/2004 0.84307/22/2004 0.84307/23/2004 0.74107/26/2004 0.66907/27/2004 0.68907/28/2004 0.68007/29/2004 0.72407/30/2004 0.76808/02/2004 0.73808/03/2004 0.68608/04/2004 0.68008/05/2004 0.66908/06/2004 0.65308/09/2004 0.65308/10/2004 0.65308/11/2004 0.58408/12/2004 0.57108/13/2004 0.60108/16/2004 0.61208/17/2004 0.62808/18/2004 0.656

08/19/2004 0.64708/20/2004 0.71308/23/2004 0.73008/24/2004 0.72408/25/2004 0.71908/26/2004 0.69408/27/2004 0.70208/30/2004 0.68608/31/2004 0.69109/01/2004 0.71309/02/2004 0.70509/03/2004 0.67809/07/2004 0.69109/08/2004 0.68309/09/2004 0.76009/10/2004 0.79609/13/2004 0.80609/14/2004 0.84309/15/2004 0.80909/16/2004 0.79609/17/2004 0.80109/20/2004 0.81509/21/2004 0.83109/22/2004 0.77109/23/2004 0.77409/24/2004 0.75409/27/2004 0.71309/28/2004 0.71609/29/2004 0.72409/30/2004 0.74910/01/2004 0.78710/04/2004 0.74110/05/2004 0.74110/06/2004 0.74610/07/2004 0.74310/08/2004 0.69710/11/2004 0.71310/12/2004 0.69410/13/2004 0.70210/14/2004 0.68310/15/2004 0.68310/18/2004 0.67510/19/2004 0.66710/20/2004 0.70210/21/2004 0.76510/22/2004 0.749

10/25/2004 0.74110/26/2004 0.70010/27/2004 0.70810/28/2004 0.74310/29/2004 0.74611/01/2004 0.73011/02/2004 0.72711/03/2004 0.74611/04/2004 0.76011/05/2004 0.78711/08/2004 0.80111/09/2004 0.78511/10/2004 0.75411/11/2004 0.79011/12/2004 0.78211/15/2004 0.84311/16/2004 0.84311/17/2004 0.84311/18/2004 0.84311/19/2004 0.84311/22/2004 0.84311/23/2004 0.84311/24/2004 0.84311/26/2004 0.84311/29/2004 0.84311/30/2004 0.84312/01/2004 0.84312/02/2004 0.84312/03/2004 0.84312/06/2004 0.84312/07/2004 0.84312/08/2004 0.84312/09/2004 0.84312/10/2004 0.84312/13/2004 0.84312/14/2004 0.84312/15/2004 0.84312/16/2004 0.84312/17/2004 0.84312/20/2004 0.84312/21/2004 0.84312/22/2004 0.84312/23/2004 0.84312/27/2004 0.84312/28/2004 0.84312/29/2004 0.843

12/30/2004 0.84312/31/2004 0.84301/03/2005 0.84301/04/2005 0.84301/05/2005 0.84301/06/2005 0.84301/07/2005 0.84301/10/2005 0.84301/11/2005 0.84301/12/2005 0.84301/13/2005 0.84301/14/2005 0.84301/18/2005 0.84301/19/2005 0.84301/20/2005 0.84301/21/2005 0.84301/24/2005 0.84301/25/2005 0.84301/26/2005 0.82301/27/2005 0.81701/28/2005 0.80401/31/2005 0.79602/01/2005 0.80602/02/2005 0.80102/03/2005 0.75702/04/2005 0.81502/07/2005 0.82302/08/2005 0.84302/09/2005 0.84302/10/2005 0.84302/11/2005 0.84302/14/2005 0.84302/15/2005 0.84302/16/2005 0.84302/17/2005 0.84302/18/2005 0.84302/22/2005 0.84302/23/2005 0.83702/24/2005 0.84302/25/2005 0.84302/28/2005 0.83703/01/2005 0.84303/02/2005 0.83403/03/2005 0.81703/04/2005 0.82303/07/2005 0.843

Alleged Alleged Alleged AllegedTrade Date Inflation Trade Date Inflation Trade Date Inflation Trade Date Inflation

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03/08/2005 0.83703/09/2005 0.83103/10/2005 0.84303/11/2005 0.82303/14/2005 0.81703/15/2005 0.77603/16/2005 0.76803/17/2005 0.75403/18/2005 0.72103/21/2005 0.73503/22/2005 0.72403/23/2005 0.70803/24/2005 0.73003/28/2005 0.75705/26/2005 0.68905/27/2005 0.67805/31/2005 0.68606/01/2005 0.69106/02/2005 0.68906/03/2005 0.67206/06/2005 0.65306/07/2005 0.63406/08/2005 0.62006/09/2005 0.67206/10/2005 0.65006/13/2005 0.65006/14/2005 0.66906/15/2005 0.66106/16/2005 0.66406/17/2005 0.64506/20/2005 0.63106/21/2005 0.63906/22/2005 0.63606/23/2005 0.63906/24/2005 0.62506/27/2005 0.60606/28/2005 0.60606/29/2005 0.60106/30/2005 0.57107/01/2005 0.57607/05/2005 0.60607/06/2005 0.61407/07/2005 0.61207/08/2005 0.63407/11/2005 0.65607/12/2005 0.664

07/13/2005 0.65607/14/2005 0.66407/15/2005 0.66707/18/2005 0.66407/19/2005 0.70507/20/2005 0.72407/21/2005 0.68607/22/2005 0.60907/25/2005 0.60607/26/2005 0.61407/27/2005 0.62007/28/2005 0.61707/29/2005 0.60908/01/2005 0.60908/02/2005 0.61708/03/2005 0.60408/04/2005 0.57908/05/2005 0.57608/08/2005 0.57908/09/2005 0.58208/10/2005 0.57608/11/2005 0.58708/12/2005 0.57908/15/2005 0.58408/16/2005 0.57608/17/2005 0.60408/18/2005 0.59308/19/2005 0.59808/22/2005 0.60608/23/2005 0.58408/24/2005 0.58408/25/2005 0.59308/26/2005 0.58708/29/2005 0.60108/30/2005 0.59508/31/2005 0.60109/01/2005 0.60409/02/2005 0.59809/06/2005 0.61709/07/2005 0.64509/08/2005 0.65009/09/2005 0.65009/12/2005 0.63909/13/2005 0.64209/14/2005 0.63409/15/2005 0.609

09/16/2005 0.62009/19/2005 0.58709/20/2005 0.58409/21/2005 0.56509/22/2005 0.56009/23/2005 0.56009/26/2005 0.56509/27/2005 0.52709/28/2005 0.52709/29/2005 0.50709/30/2005 0.51310/03/2005 0.46110/04/2005 0.49110/05/2005 0.48010/06/2005 0.46910/07/2005 0.46410/10/2005 0.46610/11/2005 0.46910/12/2005 0.46410/13/2005 0.48010/14/2005 0.48010/17/2005 0.48010/18/2005 0.47210/19/2005 0.47510/20/2005 0.46910/21/2005 0.47210/24/2005 0.46910/25/2005 0.47710/26/2005 0.47210/27/2005 0.45010/28/2005 0.42210/31/2005 0.45011/01/2005 0.44711/02/2005 0.46911/03/2005 0.47511/04/2005 0.46411/07/2005 0.46911/08/2005 0.46911/09/2005 0.48011/10/2005 0.48311/11/2005 0.47511/14/2005 0.47211/15/2005 0.47511/16/2005 0.47711/17/2005 0.47711/18/2005 0.505

11/21/2005 0.51011/22/2005 0.50511/23/2005 0.53511/25/2005 0.56211/28/2005 0.58411/29/2005 0.56811/30/2005 0.58212/01/2005 0.63112/02/2005 0.65812/05/2005 0.63412/06/2005 0.62312/07/2005 0.61712/08/2005 0.61412/09/2005 0.63912/12/2005 0.62812/13/2005 0.62812/14/2005 0.62012/15/2005 0.57912/16/2005 0.57912/19/2005 0.55112/20/2005 0.55112/21/2005 0.56012/22/2005 0.56512/23/2005 0.56512/27/2005 0.53812/28/2005 0.54012/29/2005 0.53212/30/2005 0.52701/03/2006 0.56201/04/2006 0.58401/05/2006 0.64201/06/2006 0.63901/09/2006 0.61701/10/2006 0.62301/11/2006 0.65301/12/2006 0.62501/13/2006 0.60901/17/2006 0.60101/18/2006 0.61201/19/2006 0.64701/20/2006 0.60401/23/2006 0.60901/24/2006 0.75201/25/2006 0.74901/26/2006 0.74901/27/2006 0.738

Alleged Alleged Alleged AllegedTrade Date Inflation Trade Date Inflation Trade Date Inflation Trade Date Inflation

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01/30/2006 0.73001/31/2006 0.71302/01/2006 0.75202/02/2006 0.76302/03/2006 0.76502/06/2006 0.80402/07/2006 0.76002/08/2006 0.78702/09/2006 0.84302/10/2006 0.84202/13/2006 0.83902/14/2006 0.83902/15/2006 0.84302/16/2006 0.84302/17/2006 0.84302/21/2006 0.84302/22/2006 0.84302/23/2006 0.84202/24/2006 0.83402/27/2006 0.84302/28/2006 0.84303/01/2006 0.84303/02/2006 0.84303/03/2006 0.84303/06/2006 0.84303/07/2006 0.84303/08/2006 0.84303/09/2006 0.84303/10/2006 0.84303/13/2006 0.84303/14/2006 0.843

03/15/2006 0.84303/16/2006 0.84303/17/2006 0.84303/20/2006 0.84303/21/2006 0.84303/22/2006 0.84303/23/2006 0.84303/24/2006 0.84303/27/2006 0.84303/28/2006 0.84303/29/2006 0.84303/30/2006 0.84303/31/2006 0.84304/03/2006 0.84304/04/2006 0.84304/05/2006 0.84304/06/2006 0.84304/07/2006 0.84304/10/2006 0.84304/11/2006 0.84304/12/2006 0.84304/13/2006 0.84304/17/2006 0.84304/18/2006 0.84304/19/2006 0.18404/20/2006 0.35304/21/2006 0.34804/24/2006 0.34104/25/2006 0.35104/26/2006 0.34804/27/2006 0.000

04/28/2006 0.00005/01/2006 0.00005/02/2006 0.00005/03/2006 0.00005/04/2006 0.00005/05/2006 0.00005/08/2006 0.00005/09/2006 0.00005/10/2006 0.00005/11/2006 0.00005/12/2006 0.00005/15/2006 0.00005/16/2006 0.00005/17/2006 0.00005/18/2006 0.00005/19/2006 0.00005/22/2006 0.00005/23/2006 0.00005/24/2006 0.00005/25/2006 0.00005/26/2006 0.00005/30/2006 0.00005/31/2006 0.00006/01/2006 0.00006/02/2006 0.00006/05/2006 0.00006/06/2006 0.00006/07/2006 0.00006/08/2006 0.00006/09/2006 0.00006/12/2006 0.000

06/13/2006 0.00006/14/2006 0.00006/15/2006 0.00006/16/2006 0.00006/19/2006 0.00006/20/2006 0.00006/21/2006 0.00006/22/2006 0.00006/23/2006 0.00006/26/2006 0.00006/27/2006 0.00006/28/2006 0.00006/29/2006 0.00006/30/2006 0.00007/03/2006 0.00007/05/2006 0.00007/06/2006 0.00007/07/2006 0.00007/10/2006 0.00007/11/2006 0.00007/12/2006 0.00007/13/2006 0.00007/14/2006 0.00007/17/2006 0.00007/18/2006 0.00007/19/2006 0.00007/20/2006 0.00007/21/2006 0.00007/24/2006 0.000

Alleged Alleged Alleged AllegedTrade Date Inflation Trade Date Inflation Trade Date Inflation Trade Date Inflation

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UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION

LOUIS GRASSO, individually and on behalfof all others similarly situated,

Plaintiff,vs. CASE NO. 06-CV-2639 R

VITESSE SEMICONDUCTOR CORPORATION, CLASS ACTIONDR. VINCENT CHAN, PH.D., JAMES A. COLE,ALEX DALY, MOSHE GAVRIELOV, JOHN C.LEWIS, DR. LOUIS TOMASETTA, PH.D.,YATIN MODY, EUGENE F. HOVANEC andEDWARD ROGAS, JR.,

Defendants.

PROOF OF CLAIM AND RELEASE

I. GENERAL INSTRUCTIONS

1. To recover as a Member of the Class based on your claims in the action entitled Grasso v. VitesseSemiconductor Corporation, et al., Case No. 06-2639-R(CTx) (the “Litigation”), you must complete and, onpage 22 hereof, sign this Proof of Claim and Release. If you fail to submit a properly addressed (as set forthin paragraph 3 below) Proof of Claim and Release, your claim may be rejected and you may be precluded fromany recovery from the Net Settlement Fund created in connection with the proposed settlement of theLitigation.

2. Submission of this Proof of Claim and Release, however, does not assure that you will share in theproceeds of settlement in the Litigation.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASEPOSTMARKED ON OR BEFORE APRIL 21, 2008, ADDRESSED AS FOLLOWS:

Vitesse Securities LitigationBerdon Claims Administration, LLC

P.O. Box 9014Jericho, NY 11753-8914

If you are NOT a Member of the Class (as defined in the “Notice of Pendency and Proposed Settlement ofClass Action”) 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, you are bound by the termsof any judgment entered in the Litigation, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM ANDRELEASE FORM.

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II. DEFINITIONS

1. “Defendants” means Vitesse, Dr. Vincent Chan, James A. Cole, Alex Daly, Moshe Gavrielov, John C.Lewis, Dr. Louis Tomasetta, Yatin Mody, Eugene F. Hovanec, and Edward Rogas, Jr.

2. “Released Persons” means each and all of the Defendants and each and all of the Related Parties.Released Persons does not include the Non-Settling Defendants.

3. “Related Parties” means any Defendants’ past or present directors, officers, employees, partners,insurers, co-insurers, reinsurers, agents, controlling shareholders, attorneys, personal or legal representatives,predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, related oraffiliated entities, any entity in which a Defendant has a controlling interest, any members of a Defendant’simmediate family, any trust of which any Defendant is the settlor or which is for the benefit of a Defendant’sfamily, and all officers, directors, employees and insurers of Vitesse’s current and former subsidiaries. RelatedParties does not include the Non-Settling Defendants.

III. CLAIMANT IDENTIFICATION INSTRUCTIONS

If you purchased or acquired Vitesse common stock and held the certificate(s) in your name, you are thebeneficial owner as well as the record owner. If, however, the certificate(s) were registered in the name of athird party, such as a nominee or brokerage firm, you are the beneficial owner and the third party is the recordowner.

Use Part I of this form entitled “Claimant Identification” to identify each purchaser of record (“nominee”),if different from the beneficial owner of Vitesse common stock which forms the basis of this claim. THISCLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER(S), OR THE LEGALREPRESENTATIVE OF SUCH OWNER(S), OF THE VITESSE COMMON STOCK UPON WHICH THISCLAIM IS BASED.

All joint purchasers or acquirors must sign this claim. Executors, administrators, guardians, conservatorsand trustees must complete and sign this claim on behalf of Persons represented by them and their authoritymust accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayeridentification) 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 theclaim.

IV. CLAIM FORM INSTRUCTIONS

1. Use Part II of this form entitled “Schedule of Transactions in Vitesse Common Stock” to supply allrequired details of your transaction(s) in Vitesse common stock. If you need additional space, attach therequired information in substantially the same format on separate, numbered sheets and print your name at thetop of each additional sheet.

2. On the schedules, provide all of the requested information with respect to all of your purchases oracquisitions and all of your sales of Vitesse common stock which took place at any time beginning January 27,2003 through April 27, 2006, inclusive (the “Class Period”), whether such transactions resulted in a profit ora loss. Failure to report all such transactions may result in the rejection of your claim. Shares of Vitessecommon stock acquired during the Class Period by means of a gift, inheritance or operation of law, do notqualify as the purchase of such shares on the date of such acquisition. If, however, such stock was purchasedduring the Class Period by the donor, descendent or transferor, then the recipient’s claim will be computedusing the original purchase price on the original date of purchase, not the date of transfer.

3. The date of purchase or sale is the “contract” or “trade” date and not the “settlement” date. Since, inprocessing claims, the first-in, first-out (“FIFO”) basis will be applied to purchases and sales, list eachtransaction in the Class Period separately and in chronological order, by trade date, beginning with the earliest.

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

4. The date of covering a “short sale” is deemed to be the date of purchase of Vitesse common stock. Thedate of a “short sale” is deemed to be the date of sale of Vitesse common stock. Shares of Vitesse commonstock originally sold short prior to the Class Period shall receive no compensatory damages.

5. You must attach to this form copies of brokerage confirmations, monthly statements, or otherdocumentation of your transactions in Vitesse common stock as listed in Part II in order for your claim to bevalid. If such documents are not available, a complete list of acceptable supporting documentation can befound at the Claims Administrator’s website: www.berdonclaims.com. Failure to provide this documentationcould delay verification of your claim or result in rejection of your claim.

6. If your trading activity during the Class Period exceeds 50 transactions, you must provide, in anelectronic file, all purchase and sale information required in the Schedule of Transactions. For a copy ofinstructions and parameters concerning such a submission, contact the Claims Administrator by phone at (800) 766-3330; by fax at (516) 931-0810; or by visiting the website www.berdonclaims.com.

7. The above requests are designed to provide the minimum amount of information necessary to processthe most simple claims. The Claims Administrator may request additional information as required toefficiently and reliably calculate your losses. In some cases where the Claims Administrator cannot performthe calculation accurately or at a reasonable cost to the Class with the information provided, the ClaimsAdministrator may condition acceptance of the claim upon the production of additional information.

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UNITED STATES DISTRICT COURTCENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION

Grasso v. Vitesse Semiconductor Corporation, et al.CASE NO. 06-CV-2639 R

PROOF OF CLAIM AND RELEASE

Must be Postmarked on or Before: April 21, 2008

PART I: CLAIMANT IDENTIFICATION

Please Type or Print

_______________________________________________________________________________________Beneficial Owner’s Name (as it appears on your brokerage statement)

_______________________________________________________________________________________Joint Beneficial Owner’s Name (as it appears on your brokerage statement)

_______________________________________________________________________________________Street Address

_________________________________________ __________________ ______________________City State Zip/Postal Code

_________________________________________ _________________________________________Foreign Province Foreign Country

_________________________________________ or _________________________________________Social Security Number Taxpayer Identification Number

Specify one of the following:

□ Individual(s) □ Corporation □ UGMA Custodian □ IRA

□ Partnership □ Estate □ Trust □ Other: ______________________________

__________ _________________________ (Day) ___________ __________________________ (Eve)Area Code Telephone Number Area Code Telephone Number

__________________________________________ ___________________________________________Facsimile Number E-Mail Address

_______________________________________________________________________________________Record Owner’s Name and Address (if different from beneficial owner listed above)

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PART II: SCHEDULE OF TRANSACTIONS IN VITESSE COMMON STOCK

A. State the total number of shares of Vitesse common stock owned at the beginning of trading on January27, 2003, long or short (must be documented): ___________

B. Separately list each and every purchase and acquisition of Vitesse common stock during the periodJanuary 27, 2003 through April 27, 2006, inclusive, and provide the following information (must bedocumented):

Trade Date Price Per Share(list chronologically) Number of Shares (excluding commissions,

Month/Day/Year Purchased or Acquired taxes, and fees)

C. Separately list each and every sale of Vitesse common stock during the period January 27, 2003through April 27, 2006, inclusive, and provide the following information (must be documented):

Trade Date Price Per Share(list chronologically) (excluding commissions,

Month/Day/Year Number of Shares Sold taxes, and fees)

D. State the total number of shares of Vitesse common stock owned at the close of trading on April 27,2006, long or short (must be documented): ____________

If you need additional space, attach the required information on separate,numbered sheets in the same format, and print your name and SocialSecurity or Taxpayer Identification number at the top of each sheet.

BE SURE TO ATTACH DOCUMENTATION TO THIS FORM

YOU MUST READ THE RELEASE AND SIGN ON PAGE 22

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V. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

1. I/We submit this Proof of Claim and Release under the terms of the Stipulation of Settlement(“Stipulation”) described in the Notice. I/We also submit to the jurisdiction of the United States District Courtfor the Central District of California, Western Division, with respect to my/our claim as a Class Member andfor purposes of enforcing the release set forth herein. I/We further acknowledge that I am/we are bound by andsubject to the terms of any judgment that may be entered in the Litigation. I/We agree to furnish additionalinformation such as transactions in other securities (including options) to the Claims Administrator to supportthis claim if required to do so. I/ We have not submitted any other claim covering the same purchases or salesof Vitesse common stock during the Class Period and know of no other Person having done so on my/ourbehalf.

VI. RELEASE

1. I/We hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and foreversettle, release and discharge from the Released Claims each and all of the Released Persons.

2. “Released Claims” shall collectively mean all claims (including “Unknown Claims” as defined below),demands, rights, liabilities and causes of action of every nature and description whatsoever, known orunknown, whether or not concealed or hidden, asserted or that might have been asserted, including, withoutlimitation, claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty,fraud, breach of fiduciary duty, or violations of any state or federal statutes, rules or regulations, by the LeadPlaintiffs or any Class Member against the Defendants or their Related Parties arising out of, based upon orrelated in any way to both the purchase of Vitesse common stock during the Class Period and the facts,transactions, events, occurrences, acts, disclosures, statements, omissions, or failures to act which were orcould have been alleged in the Litigation.

3. “Unknown Claims” means any Released Claims which the Lead Plaintiff or any Class Member doesnot know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, ifknown 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 allReleased Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Lead Plaintiff shallexpressly and each of the Class Members shall be deemed to have, and by operation of the Judgment shallhave, expressly waived 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 suspectto exist in his or her favor at the time of executing the release, which if known by him orher must have materially affected his or her settlement with the debtor.

The Lead Plaintiff shall expressly waive and each of the Class Members shall be deemed to have waived, andby operation of the Judgment shall have, expressly waived any and all provisions, rights and benefits conferredby 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. The Lead Plaintiff and Class Members may hereafterdiscover facts in addition to or different from those which he, she or it now knows or believes to be true withrespect to the subject matter of the Released Claims, but the Lead Plaintiff shall expressly fully, finally andforever settle and release, and each Class Member, upon the Effective Date, shall be deemed to have, and byoperation of the Judgment shall have, fully, finally, and forever settled and released any and all ReleasedClaims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealedor hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing orcoming into existence in the future, including, but not limited to, conduct which is negligent, intentional, withor without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence

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of such different or additional facts. The Lead Plaintiff acknowledge, and the Class Members shall be deemedby operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained forand a key element of the settlement of which this release is a part.

4. This release shall be of no force or effect unless and until the Court approves the Stipulation ofSettlement and the Stipulation becomes effective on the Effective Date (as defined in the Stipulation).

5. I/We hereby warrant and represent that I/we have not assigned or transferred or purported to assign ortransfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

6. I/We hereby warrant and represent that I/we have included information about all of my/ourtransactions in Vitesse common stock which occurred during the Class Period as well as the number and typeof Vitesse common stock held by me/us at the opening of trading on January 27, 2003 and at the close oftrading on April 27, 2006.

VII. CERTIFICATION

UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT:

1. The number shown on this form is my correct Social Security or Employer Identification Number; and

2. I/We certify that I am/we are NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(C) of the Internal Revenue Code.

NOTE: If you have been notified by the Internal Revenue Service that you are subject to backupwithholding, you must cross out the word “NOT” in paragraph B above.

The Internal Revenue Service does not require your consent to any provision of this document other thanthe certification required to avoid backup withholding.

3. I/We have read the foregoing Proof of Claim and Release and certify under penalty of perjury that allof the information contained herein, and the supporting documentation attached hereto, are true, correct andcomplete to the best of my/our knowledge, information and belief, and that this form was executed this_________ day of ___________________, in __________________________ _______________________.

(month/year) (city) (state/country)

___________________________________________Signature of Claimant

___________________________________________(Print your name here)

___________________________________________Signature of Joint Claimant, if any

___________________________________________(Print your name here)

___________________________________________Signature of person signing on behalf of Claimant

___________________________________________(Print your name here)

___________________________________________Capacity of person signing on behalf of Claimant,if other than an individual, (e.g., Executor, President,Custodian, etc.)

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ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANTAMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above Release and Certification.

2. If this claim is being made on behalf of joint claimants, both must sign.

3 Remember to attach only copies of acceptable supporting documentation, a complete list of which can befound on the Claims Administrator’s website.

4. Do not send original stock certificates.

5. Keep copies of your completed claim form and documents for your own records.

6. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, ReturnReceipt Requested, or its equivalent. You will bear all risks of delay or non-delivery of your claim.

7. If your address changes in the future, or if these documents were sent to an old or incorrect address, pleasesend us written notification of your new address.

8. If you have any questions or concerns regarding your claim, please contact the Claims Administrator at:

Vitesse Securities Litigationc/o Berdon Claims Administration LLC

P.O. Box 9014Jericho, NY 11753-8914

Telephone: (800) 766-3330Facsimile: (516) 931-0810

Website: www.berdonclaims.com

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