UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS IN RE LERNOUT & HAUSPIE Civil Action No . 00-Civ-11589-PBS SECURITIES LITIGATIO N THIS DOCUMENT RELATES TO ALL ACTIONS 1 FINAL JUDGMENT On this 201 day of May, 2005, a hearing having been held before this Court to determine : (1) whether the terms and conditions of the Stipulation and Agreement of Settlement, date d December 3, 2004 (the "Directors Settlement Agreement"), are fair, reasonable and adequate fo r the settlement of all claims asserted by the Class against the Director Releasees in the above- captioned litigation, including whether the release of the Director Releasees should be approved ; (2) whether the terms and conditions of the Stipulation and Agreement of Settlement Wit h Flanders Language Valley Fund c.v.a., dated March 2, 2005 (the "FLV Settlement Agreement") , are fair, reasonable and adequate for the settlement of all claims asserted by the Class against th e FLV Releasees in the above-captioned litigation, including whether the release of the FLV Releasees should be approved ; (3) whether the Final Judgment should be entered dismissing th e Class Action with prejudice in favor of the Director Releasees and FLV Releasees and against all Persons or entities who are members of the Class ("Class Members") and who have no t requested exclusion from the Class; (4) whether to approve the proposed Plan of Allocation se t forth in the Notice for distributing the proceeds of the Directors Settlement and the FL V Settlement to the Lead Plaintiffs and Settling Class Members, and (5) whether and in wha t amount to award Class Counsel attorneys' fees and reimbursement of expenses . The Cour t having considered all matters submitted to it at the Hearing and otherwise; and it appearing that 40074093v1 the Notice substantially in the form approved by the Court was mailed to all reasonabl y identifiable Class Members, and that the Publication Notice substantially in the form approved by the Court was published in the National Edition of The Wall Street Journal pursuant to the specifications of the Court ; and the Court having considered and determined the fairness and reasonableness of the proposed settlements of the claims of the Class Members against the Director Releasees and FLV Releasees, and of the Plan of Allocation as set forth in the Notice and of the award of attorneys' fees and expenses requested . NOW, THEREFORE, IT IS HEREBY ORDERED THAT : The Director Settlement Agreement and the FLV Settlement Agreement , including the definitions contained therein, are incorporated by reference in this Final Judgment . For the purposes of this Final Judgment, "Director Releasees" refers to the Releasees defined in the Director Settlement Agreement, "FLV Releasees" refers to the Releasees defined in the FL V Settlement Agreement . Collectively, Director Releasees and FLV Releasees are referred to a s "Releasees". 2. The Court has jurisdiction over the subject matter of the Class Action and over al l Parties to the Director Settlement Agreement and the FLV Settlement Agreement, including al l Class Members . The Court is a proper and convenient venue for the consideration, approval, an d administration of the Class Settlements. The Notice was disseminated in accordance with the Preliminary Order, and the Publication Notice was published in accordance with that Order . The notice given was the best notice to the Class practicable under the circumstances, and provided due and adequate notice o f the terms of the Directors Settlement Agreement, the FLV Settlement Agreement, the Clas s Settlements, the Settlement Hearing, the terms of this Final Judgment, and all other matters set 2 forth herein to all Persons entitled to notice, and satisfied the requirements of Rule 23 of th e Federal Rules of Civil Procedure and the requirements of due process . 4 . A full opportunity having been offered to Class Members to participate in the Settlement Hearing, it is hereby determined that all Class Members, other than those persons an d entities who have requested exclusion from the Class in accordance with the terms of the Notic e (as set forth in Exhibits A and B hereto), are bound by this Final Judgment . The Director Settlement Agreement, FLV Settlement Agreement, and the Clas s Settlement set forth therein, are hereby approved and confirmed as fair, adequate and reasonable . 6. Upon the Effective Date (as defined in the Directors Settlement Agreement) , without any further action by anyone, each of the Class Members who has not duly requeste d exclusion from the Class, for good and sufficient consideration, by operation of this judgment , shall be deemed to have released and forever discharged all of the Class Settled Claims agains t all of the Director Releasees . 7. Upon the Effective Date, without any further action by anyone, the Settling Defendants and the Dismissed Defendants, for due and sufficient consideration, by operation o f this judgment, shall be deemed to have released and forever discharged all of the Settle d Defendants' Claims against the Lead Plaintiffs, all Class Members and Plaintiffs' Counsel . 8 . Upon the Effective Date, the Class Members who have not timely requeste d exclusion from the Class, by operation of this judgment, shall be severally and permanentl y barred and enjoined from instituting, maintaining, prosecuting or enforcing against any of th e Director Releasees any of the Class Settled Claims, either directly or indirectly, representatively , derivatively or in any other capacity . 9. Upon the Effective Date (as defined in the FLV Settlement Agreement), withou t any further action by anyone, each of the Class Members who has not duly requested exclusion 3 from the Class, for good and sufficient consideration, by operation of this judgment, shall b e deemed to have released and forever discharged all of the Class Settled Claims against all of th e FLV Releasees . 10. Upon the Effective Date, without any further action by anyone, FLV Fund, fo r due and sufficient consideration, by operation of this judgment, shall be deemed to have release d and forever discharged all of the Settled Defendant's Claims against the Lead Plaintiffs, all Clas s Members and Plaintiffs' Counsel . 11 . Upon the Effective Date, the Class Members who have not timely requeste d exclusion from the Class, by operation of this judgment, shall be severally and permanentl y barred and enjoined from instituting, maintaining, prosecuting or enforcing against the FL V Releasees any of the Class Settled Claims, either directly or indirectly, representatively , derivatively or in any other capacity . 12 . The Persons listed on Exhibit A hereto have properly excluded themselves fro m the Class. The Persons listed on Exhibit B hereto have filed requests for exclusion from th e Class that did not provide all of the information requested in the Notice concerning thei r transactions in L&H Securities during the Class Period . To the extent that those individual s listed on Exhibit B are member of the Class, they are deemed to have properly exclude d themselves from the Class and these Settlements . All persons listed on the Exhibits A and B are not bound by this Final Judgment, and they shall not share in the benefits of the Class Settlements. 13 . The Directors Settlement Agreement and FLV Settlement Agreement are approved as fair, reasonable and adequate, and in the best interests of the Class, and Lea d Counsel and the Settling Defendants' Counsel are directed to consummate the Directors 4 Settlement Agreement in accordance with its terms and provisions . Lead Counsel and FLV Fund ' s Counsel are directed to consummate the FLV Settlement Agreement in accordance with its terms and provisions. 14. The Class Action is hereby dismissed with prejudice and without costs as agains t all of the Director Releasees, except as expressly provided in the Directors Settlemen t Agreement. 15 . The Class Action is hereby dismissed with prejudice and without costs as against the FLV Releasees, except as expressly provided in the FLV Settlement Agreement. 16. Pursuant to 15 U.S .C. § 78u-4(f)(7), the Court hereby permanently bars and enjoins any future claims for contribution arising out of the Class Action : (a) by any person or entity against Settling Defendants and Dismissed Defendants ; or (b) by Settling Defendants and Dismissed Defendants against any person or entity other than a person or entity whose liabilit y has been extinguished by the Class Settlement reached with Settling Defendants and Dismisse d Defendants . 17 . Pursuant to 15 U .S.C . § 78u-4(f)(7), the Court hereby permanently bars and enjoins any future claims for contribution arising out of the Class Action : (a) by any person or entity against FLV Fund; or (b) FLV Fund against any person or entity other than a person or entity whose liability has been extinguished by the Class Settlement reached with FLV Fund . 18. With respect to the claims relating to the Releasees, the Court hereby finds that n o action undertaken by Class Counsel or counsel for any of the Settling Defendants, Dismisse d Defendants or FLV Fund in instituting, prosecuting or defending this action constitutes a violation of Rule 1 1 of the Federal Rules of Civil Procedure . 19. None of the terns or provisions of the Directors and FLV Class Settlement Agreements, nor any of the negotiations or proceedings connected with it, nor any of the 5 documents or statements referred to therein shall be : (a) offered or received against the Releasees as evidence