case 2:07-cv-01764-mjp document 159 filed 10/23/2009 page ... · richardson, william d....

Case 2:07-cv-01764-MJP Document 159 Filed 10/23/2009 of 32

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STIPULATION OF SETTLEMENT (C07-1764 MJP) Page - 31

LAW OFFICES OF

KEL L E R ROHR B A C K L.L.P . 1201 THIRD AVENUE, SUITE 3200

SEATTLE, WASHINGTON 98101-3052 T E L E P H O N E : ( 2 0 6 ) 6 2 3 - 1 9 0 0 F A C S I M I L E : ( 2 0 6 ) 6 2 3 - 3 3 8 4

CERTIFICATE OF SERVICE

I hereby certify that on October 23, 2009, I electronically filed the foregoing paper with

the Clerk of the Court using the ECF system which will send notification of such filing to the

following ECF participants:

Steve W. Berman [email protected], [email protected] Peter Scott Ehrlichman [email protected], [email protected], [email protected], [email protected] Larry Steven Gangnes [email protected], [email protected], [email protected], [email protected] Barry M Kaplan [email protected], [email protected], [email protected] Stellman Keehnel [email protected], [email protected] Christopher Brian Wells [email protected], [email protected], [email protected], [email protected] Robert M Sulkin [email protected], [email protected] Curt Roy Hineline [email protected], [email protected] Lynn Lincoln Sarko [email protected] Elizabeth Ann Leland [email protected], [email protected] Karl Phillip Barth [email protected], [email protected] Juli E. Farris [email protected], [email protected] Roger M Townsend [email protected], [email protected] Gregory J Hollon [email protected], [email protected] David Roy East [email protected], [email protected] Meredith N Landy [email protected] Steven J Toll [email protected] Jerome F Birn, Jr [email protected]


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STIPULATION OF SETTLEMENT (C07-1764 MJP) Page - 32

LAW OFFICES OF



Gregory L Watts [email protected], [email protected] Jason Mathew Leviton [email protected], [email protected] Christopher F Nelson [email protected], [email protected], [email protected] Seth Aronson [email protected] Matthew K Handley [email protected] Lisa M Mezzetti [email protected] Daniel S Sommers [email protected] Bryan C Keane [email protected], [email protected] Vivi Tran [email protected] Sara M Folchi [email protected], [email protected] Southwest Carpenters Pension Trust [email protected]

KELLER ROHRBACK L.L.P. /s/ Elizabeth A. Leland________________ Elizabeth A. Leland, WSBA #23433 [email protected] 1201 Third Avenue, Suite 3200 Seattle, WA 98101-3052 Telephone: (206) 623-1900

Facsimile: (206) 623-3384


EXHIBIT A

Case 2:07-cv-01764-MJP Document 159-2 Filed 10/23/2009 Page 1 of 10

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[PROPOSED] ORDER FOR NOTICE AND HEARING (C07-1764 MJP) Page - 1

LAW OFFICES OF



THE HONORABLE MARSHA J. PECHMAN

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON

AT SEATTLE

DR. MAGDY FOUAD, individually and on behalf of all others similarly situated, Plaintiff, v. ISILON SYSTEMS, INC., et al., Defendants.

No. C07-1764 MJP

ORDER FOR NOTICE AND HEARING [PROPOSED]

WHEREAS, a consolidated class action is pending before this Court entitled: Dr. Magdy

Fouad, individually and on behalf of all others similarly situated v. Isilon Systems, Inc., et al.,

Civil Action No. 07-1764-MJP (the “Action”); and

WHEREAS, the Court has received the Stipulation of Settlement dated October 23, 2009

(the “Stipulation”), that has been entered into by Lead Plaintiff Dr. Magdy Fouad (“Lead

Plaintiff”), plaintiff The Southwest Carpenters Pension Trust (together with Lead Plaintiff, the

“Plaintiffs”) and defendants Isilon Systems, Inc. (“Isilon” or the “Company”), Barry J. Fidelman,

Elliott H. Jurgensen, Jr., Gregory L. McAdoo, Matthew S. McIlwain, Sujal M. Patel, James G.

Richardson, William D. Ruckelshaus, Stuart W. Fuhlendorf, Steven S. Goldman, Morgan

Stanley & Co., Incorporated, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Needham &


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Company, LLC and RBC Capital Markets Corp. (together, the “Defendants”) (Defendants and

Plaintiffs are the “Parties”); and

WHEREAS, the Parties to the Action, having applied for an order determining certain

matters in connection with the proposed settlement of the Action (the “Settlement”), in

accordance with the Stipulation entered into by the Parties, and for the ultimate final approval of

the Settlement and dismissal of the Action as against the Defendants upon the terms and

conditions set forth in the Stipulation;

NOW, upon consent of the Parties, after review and consideration of the Stipulation filed

with the Court and the exhibits annexed thereto, and after due deliberation, IT IS HEREBY

ORDERED that:

1. The Court, for purposes of this Order for Notice and Hearing, adopts all defined

terms as set forth in the Stipulation.

2. Lead Counsel is authorized to act on behalf of the Class with respect to all acts

required by, or which may be given pursuant to, the Stipulation or such other acts that are

reasonably necessary to consummate the proposed Settlement set forth in the Stipulation.

3. Lead Counsel is hereby authorized to retain the firm of Rust Consulting, Inc. as

Claims Administrator to supervise and administer the notice and claims procedures.

4. The Court preliminarily certifies the Class as defined in the Stipulation of

Settlement and otherwise approves the Settlement of the Action as set forth in the Stipulation and

the proposed Plan of Allocation described in the Notice, subject to the right of any Class

Member to challenge the fairness, reasonableness, and adequacy of the Settlement, the proposed

Plan of Allocation, or the fairness and adequacy of their representation by Lead Counsel and all

Plaintiffs’ Counsel, and to show cause, if any exists, why a final judgment dismissing the Action


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based on the Stipulation should not be ordered herein after due and adequate notice to the Class

has been given in conformity with this Order.

5. A hearing (the “Settlement Fairness Hearing”) shall be held on ___________,

2010, at ____ __.m., in the United States District Court for the Western District of Washington

in Courtroom #14206, 700 Stewart Street, Seattle, Washington, 98101, the Honorable Marsha J.

Pechman presiding, to:

a. determine whether the Settlement should be approved by the Court as fair,

reasonable, adequate, and in the best interests of the Class;

b. determine whether judgment should be entered pursuant to the Stipulation,

inter alia, dismissing the Action with prejudice and extinguishing and

releasing all Settled Claims and Settled Defendants’ Claims (as defined

therein);

c. whether the Plan of Allocation should be approved;

d. rule on Lead Counsel’s application for an award of attorneys’ fees and the

reimbursement of expenses; and

e. rule on such other matters as the Court may deem appropriate.

6. The Court reserves the right to adjourn the Settlement Fairness Hearing, including

the consideration of the application for attorneys’ fees and reimbursement of expenses, without

further notice to Class Members. The Court may, for good cause, extend any of the deadlines set

forth in this Order without further notice to Class Members.

7. The Court reserves the right to approve the Settlement at or after the Settlement

Fairness Hearing with such modification as may be consented to by the Parties to the Stipulation

and without further notice to the Class.


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8. The Claims Administrator shall make reasonable efforts to identify all persons

and entities who are members of the Class, including beneficial owners whose shares of Isilon

common stock are held by banks, brokerage firms, or other nominees. Isilon shall provide to

Lead Plaintiff within (5) business days of the execution of this Order the information from

Isilon’s transfer records required by the Claims Administrator to send copies of the Notice to the

persons and entities who can be identified through reasonable efforts from the stock transfer

records of Isilon.

9. Within thirty (30) calendar days after the entry of this Order, the Claims

Administrator shall cause a copy of the Notice to be mailed by United States mail, postage pre-

paid, to all members of the Class, at their last known address appearing in the stock transfer

records maintained by or on behalf of Isilon, and to identifiable nominees for Class Members.

The thirtieth (30th) day after the entry of this Order shall be termed the “Notice Date.”

10. Pursuant to the Notice, each nominee shall either: send the Notice and Proof of

Claim to Class Members for which they act as nominee by first class mail within ten (10)

calendar days after the nominee receives the Notice; or send a list of the names and addresses of

such beneficial owners to the Claims Administrator within ten (10) calendar days after the

nominee receives the Notice and, in the event of the latter, the Claims Administrator shall send

by first class mail the Notice and Proof of Claim to all Class Members named on the list received

from the nominee. The Claims Administrator shall, if requested, reimburse banks, brokerage

houses, or other nominees for their reasonable out-of-pocket expenses incurred in providing

notice to beneficial owners who are Class Members, which expenses would not have been

incurred except for the sending of such notice, subject to further order of this Court with respect

to any dispute concerning such compensation. Lead Counsel shall file with the Court and serve


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upon Defendants’ Counsel no later than twenty-one (21) calendar days prior to the Settlement

Fairness Hearing an affidavit or declaration describing the efforts taken to comply with this

Order and stating that the mailings have been completed in accordance with the terms of this

Order.

11. Within ten (10) calendar days of the Notice Date, Lead Counsel shall publish a

Summary Notice, substantially in the form of Exhibit A(3) to the Stipulation, once in the

Investor’s Business Daily, and shall post the full Notice and any other appropriate documents on

a website concerning the Settlement. Lead Counsel shall file with the Court and serve upon

Defendants’ Counsel no later than twenty-one (21) calendar days prior to the Settlement Fairness

Hearing an affidavit or declaration stating that the Summary Notice has been published in

accordance with the terms of this Order.

12. The form and method of notice specified herein is the best notice practicable and

shall constitute due and sufficient notice to all persons and entities entitled to receive such notice

and fully satisfies the requirements of due process and of Fed. R. Civ. P. 23.

13. Any member of the Class who objects to the Settlement, the representation of the

Class by Lead Counsel, and/or the application for attorneys’ fees and reimbursement of

expenses, or who otherwise wishes to be heard, may appear in person or by his, her, or its

attorney at the Settlement Fairness Hearing and present evidence or argument that may be proper

or relevant; provided, however, that no person other than the Parties and their counsel shall be

heard, and no papers, briefs, pleadings, or other documents submitted by any person or entity

shall be considered by the Court unless at least fourteen (14) calendar days before the Settlement

Fairness Hearing such person or entity files with the Court and delivers to counsel listed below:

(a) a written notice of intention to appear; (b) a statement of such person’s or entity’s


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objection(s) to any matters before the Court; (c) the grounds therefor or the reasons that such

person or entity desires to appear and be heard, as well as all documents or writings such person

or entity desires the Court to consider; and (d) documents evidencing that such person is a Class

Member. Such filings shall be served upon the Court and the following counsel so that they are

received at least 14 days before the Settlement Fairness Hearing:

Lead Counsel for Lead Plaintiff and the Class: Steven J. Toll, Esq. Lisa M. Mezzetti, Esq. Matthew K. Handley, Esq. COHEN MILSTEIN SELLERS & TOLL PLLC 1100 New York Avenue, N.W. West Tower, Suite 500 Washington, D.C. 20005 One of Counsel for Defendants: Barry M. Kaplan, WSBA #8661 WILSON SONSINI GOODRICH & ROSATI Professional Corporation 701 Fifth Avenue, Suite 5100 Seattle, WA 98104-7036

14. Any person or entity falling within the definition of the Class may, upon request,

be excluded from the Settlement. Any such person or entity must submit to the Claims

Administrator a request for exclusion (“Request for Exclusion”). A Request for Exclusion must

be received by the Claims Administrator at least fourteen (14) calendar days before the

Settlement Fairness Hearing and state: (i) the name, address, and telephone number of the

person or entity requesting exclusion; (ii) the person’s or entity’s purchases, acquisitions and

sales of Isilon common stock made during the Class Period, including the dates, the number of

shares of common stock, and price paid or received per share for each such purchase, acquisition

or sale; and (iii) that the person or entity wishes to be excluded from the Class. All persons and


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entities who submit valid and timely Requests for Exclusion in the manner set forth in this

paragraph shall have no rights under the Stipulation and shall not share in the distribution of the

Settlement.

15. Any Class Member who wishes to participate in the Settlement Fund must submit

a valid Proof of Claim to the Claims Administrator, at the Post Office Box indicated in the

Notice, postmarked not later than one hundred and fifty (150) calendar days following the Notice

Date. Such deadline may be further extended by Court order. Proofs of Claim shall be deemed

to have been submitted when postmarked, if mailed by first class, or registered or certified mail,

postage prepaid, addressed in accordance with the instructions given in the Proof of Claim. All

other Proofs of Claim shall be deemed to have been submitted at the time they are actually

received by the Claims Administrator. To be valid, a Proof of Claim must: (i) be completed in a

manner that permits the Claims Administrator to determine the eligibility of the claim as set forth

in the Proof of Claim; (ii) include the release by the claimant of all Released Parties as set forth

in the Stipulation; and (iii) be signed with an affirmation (notarization not required) that the

information is true and correct. All Class Members who do not submit valid and timely Proofs

of Claim shall be forever barred from receiving any payments from the Settlement Fund, but will

in all other respects be subject to and bound by the provisions of the Stipulation and the Order

and Final Judgment, if entered.

16. If this Settlement is not approved by the Court or does not become effective for

any reason whatsoever, the Settlement (including any modification thereof) made with the

consent of the Parties as provided for in the Stipulation and any actions taken or to be taken in

connection therewith (including this Order and any judgment entered herein), shall be terminated

and shall become void and of no further force and effect except for the Lead Plaintiff’s


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obligations to pay for any expense incurred in connection with the notice and administration

provided for by this Order.

17. All proceedings in the Action, other than such proceedings as may be necessary to

carry out the terms and conditions of the Settlement, are hereby stayed and suspended until

further order of this Court. Pending final determination whether the Settlement should be

approved, Plaintiffs and all members of the Class are barred and enjoined from commencing or

prosecuting any action asserting any claims that are or relate in any way to the Released Claims

as defined in the Stipulation.

18. Neither the Stipulation nor any provisions contained in the Stipulation, nor any

negotiations, statements, or proceedings in connection therewith, nor any action undertaken

pursuant thereto shall be construed as, or deemed to be evidence of, an admission or concession

on the part of the Plaintiffs, the Defendants, any member of the Class, or any other person or

entity, of any liability or wrongdoing by them, or any of them, or as to the strength or weakness

of any claim or defense, and shall not be offered or received in evidence in any action or

proceeding (except an action to enforce the Stipulation and Settlement contemplated hereby), or

be used in any way as an admission, concession, or evidence of any liability or wrongdoing of

any nature, and shall not be construed as, or deemed to be evidence of, an admission or

concession that Plaintiffs, any member of the Class, any present or former stockholder of Isilon,

or any other person or entity, has or has not suffered any damage.

19. Any submission to the Court in support of approval of the Settlement or the Plan

of Allocation, or in support of Lead Counsel’s application for an award of attorneys’ fees and

reimbursement of expenses, shall be filed no later than twenty-one (21) calendar days before the

date scheduled for the Settlement Fairness Hearing.


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20. Any response to any timely filed objection to the Settlement, Plan of Allocation or

application for an award of attorneys’ fees and reimbursement of expenses, shall be filed no later

than seven (7) calendar days before the date scheduled for the Settlement Fairness Hearing.

21. The Court authorizes payment out of the Settlement Fund of the expenses

described in ¶ 9 of the Stipulation.

22. The passage of title and ownership of the Settlement Fund to the Escrow Agent in

accordance with the terms of the Stipulation is approved. No person or entity that is not a Class

Member or counsel for the Lead Plaintiff shall have any right to any portion of, or interest in the

distribution of, the Settlement Fund unless otherwise ordered by the Court or otherwise provided

in the Stipulation.

SIGNED this ___________ day of __________________ 2009.

_______________________________________ THE HONORABLE MARSHA J. PECHMAN

UNITED STATES DISTRICT JUDGE


EXHIBIT A-1


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NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FOR ATTORNEYS’ FEES AND EXPEENSES AND SETTLEMENT FAIRNESS HEARING (C07-1764 MJP) Page - 1

LAW OFFICES OF





AT SEATTLE


No. C07-1764 MJP

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, MOTION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF EXPENSES AND SETTLEMENT FAIRNESS HEARING

IF YOU PURCHASED OR OTHERWISE ACQUIRED COMMON STOCK OF ISILON SYSTEMS, INC. BETWEEN DECEMBER 14, 2006 AND NOVEMBER 8, 2007, INCLUSIVE, YOU COULD RECEIVE A PAYMENT FROM A CLASS ACTION SETTLEMENT, AND YOUR RIGHTS WILL BE AFFECTED BY IT. A federal court authorized this Notice. This is not a solicitation from a lawyer.

Securities and Time Period: Isilon Systems, Inc. (“Isilon”) common stock purchased or otherwise acquired between December 14, 2006 and November 8, 2007, inclusive (the “Class Period”), including shares of Isilon common stock purchased pursuant and/or traceable to Isilon’s December 2006 initial public offering.

Settlement Fund: $15,000,000.00 in cash. Your recovery will depend on the number of shares of common stock that you purchased and the timing of your purchases, and any sales. Depending on the number of eligible shares of common stock that participate in the Settlement and when that common stock was purchased and sold, the estimated average recovery per share of common stock will be approximately $0.67 before deduction of court-approved fees and expenses.


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The Lawsuit: The Settlement resolves class action litigation over whether Isilon and certain of its current and former executive officers and directors (Barry J. Fidelman, Elliott H. Jurgensen, Jr., Gregory L. McAdoo, Matthew S. McIlwain, Sujal M. Patel, James G. Richardson, William D. Ruckelshaus, Stuart W. Fuhlendorf and Steven S. Goldman) made false and misleading statements during the Class Period.

Attorneys’ Fees and Expenses: Plaintiffs’ Counsel have litigated this Action on a contingent basis. They have conducted this litigation and advanced the expenses of litigation with the expectation that if they were successful in recovering money for the Class, they would receive fees and be reimbursed for their expenses from the Settlement Fund. This is customary in this type of litigation. Lead Counsel will apply to the Court for attorneys’ fees not to exceed 25% of the $15 million Settlement Fund and reimbursement of out-of-pocket expenses not to exceed $225,000 (exclusive of ongoing costs from the administration of the Settlement), plus interest, all to be paid from the Settlement Fund. If the above amounts are requested and approved by the Court, the average cost per share of common stock will be $0.18.

Deadlines: Submit Claim:

Request Exclusion: File Objection: Court Hearing on Fairness of Settlement:

For More Information: Claims Administrator: Isilon Securities Litigation c/o Rust Consulting, Inc. 5210 Hood Road Palm Beach Gardens, Florida 33418

Plaintiffs’ Lead Counsel:

Steven J. Toll, Esq. Lisa M. Mezzetti, Esq. Matthew K. Handley, Esq. Cohen Milstein Sellers & Toll PLLC 1100 New York Avenue, N.W. West Tower, Suite 500 Washington, DC 20005 Telephone: 202-408-4600 Facsimile: 202-408-4699

Your legal rights are affected whether you act or do not act. Read this Notice carefully.


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Statement of Recovery

Plaintiffs’ Expert estimates that approximately 22.5 million shares of Isilon common

stock were traded and allegedly damaged during the Class Period. Plaintiffs estimate that

the average recovery per share of Isilon common stock under the Settlement will be $0.67 per

share before the deduction of attorneys’ fees, costs, and expenses, as approved by the Court. The

actual recovery per share will depend on: (1) the number of claims filed; (2) when Class

Members purchased or otherwise acquired their shares during the Class Period; (3) whether

Class Members either sold their shares during the Class Period, or held their shares past the end

of the Class Period; (4) administrative costs, including the costs of notice, and (5) the amount

awarded by the Court for attorneys’ fees, costs, and expenses. Distributions to Class Members

will be made based on the Plan of Allocation set forth in this Notice. See the Plan of Allocation

on pages __-__.

The Circumstances of the Settlement

The principal reason for Plaintiffs’ consent to the Settlement is to provide a benefit to the

Class Members now. This benefit must be compared to the risk that no recovery might be

achieved after contested motions, a contested trial, and likely appeals, possibly years into the

future. While Lead Counsel were prepared to go to trial and were confident in their ability to

present a case, they recognize that a trial is a risky proposition and that Plaintiffs and the Class

might not have prevailed. The claims advanced by the Class involve numerous complex legal

and factual issues, requiring extensive expert testimony, which would add considerably to the

expenses and duration of the litigation. Lead Counsel recognize that there are substantial

obstacles that Plaintiffs and the Class would have had to overcome to prevail on their liability

claims. For example, Plaintiffs faced a likelihood that some or all of Plaintiffs’ claims could

have been resolved against them before trial. Had the case gone to trial, Defendants would have

asserted that Isilon’s revenue recognition practices were fully and adequately disclosed and that


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the statements that Defendants made about Isilon’s business were accurate and not false or

misleading when made. Defendants also would have also asserted that none of them acted with

intent to deceive or recklessness, which is a required element for some of Plaintiffs’ claims.

In addition, the parties disagreed on numerous other issues that could affect the outcome

of the litigation. The issues on which the Parties disagree include: (1) the amount by which any

Isilon common stock was allegedly artificially inflated (if at all) during the relevant time period;

(2) the extent to which the various statements made by Defendants, which Plaintiffs alleged were

materially false or misleading, influenced (if at all) the trading prices of Isilon common stock at

various times during the relevant time period; (3) the extent to which the various allegedly

adverse material facts that Plaintiffs alleged were not disclosed to the public influenced (if at all)

the trading prices of Isilon common stock at various times during the relevant time period; and

(4) whether the statements made or facts allegedly omitted were false, misleading, material, or

otherwise actionable under the federal securities laws.

In the face of these risks, this Settlement enables the Class to recover a substantial

amount now. As a result, Plaintiffs and Lead Counsel believe this Settlement is fair and

reasonable and provides a reasonable recovery to the Class.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT SUBMIT A CLAIM FORM -- The only way to receive a payment.

EXCLUDE YOURSELF -- Receive no payment. This is the only option that allows you to participate in another lawsuit against the Defendants or the Released Parties concerning the legal claims being released in this case.

OBJECT -- You may write to the Court if you do not like this Settlement, the Plan of Allocation, or the request for attorneys’ fees and expenses.

GO TO A HEARING -- You may ask to speak in Court about the fairness of the Settlement.

DO NOTHING -- Receive no payment.

• These rights and options – and the deadlines to exercise them – are explained in this Notice.


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• The Court in charge of this case must decide whether to approve the Settlement. Payments will be made if the Court approves the Settlement and, if there are any appeals, after they are resolved. Please be patient.

PAGE 1. Why did I receive this Notice package? .....................................................................5 2. What is this lawsuit about? .........................................................................................6 3. Why is this Action a class action?...............................................................................6 4. Why is there a settlement? ..........................................................................................6 5. How do I know if I am part of the Settlement?.........................................................7 6. What are the exceptions to being included?..............................................................7 7. I am still not sure if I am included..............................................................................7 8. What does the Settlement provide?............................................................................7 9. How much will my payment be?.................................................................................8 10. The Basis for the Calculation of Your Recognized Claim........................................8 11. How will I receive a payment?..................................................................................13 12. When will I receive my payment? ............................................................................13 13. What am I giving up by staying in the Class?.........................................................13 14. How do I exclude myself from the Settlement?.......................................................14 15. If I do not exclude myself, can I sue the Defendants for the same thing later?....15 16. If I exclude myself can I receive a payment from this Settlement?.......................15 17. Do I have a lawyer in this case?................................................................................15 18. How will the lawyers be paid? ..................................................................................15 19. How do I tell the Court that I do not like the Settlement?.....................................16 20. What is the difference between objecting to the Settlement and

excluding myself from the Class? .............................................................................17 21. When and where will the Court decide whether to approve the Settlement?......17 22. Do I have to come to the hearing? ............................................................................17 23. May I speak at the hearing?......................................................................................17 24. What happens if I do nothing at all?........................................................................17 25. Are there more details about the Settlement?.........................................................18

BASIC INFORMATION

1. Why did I receive this notice package? You or someone in your family may have purchased shares of Isilon common stock between December 14, 2006 and November 8, 2007, inclusive (this is the “Class Period”), or


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purchased shares of Isilon common stock purchased pursuant and/or traceable to Isilon’s December 2006 initial public offering.

If this description applies to you, you have a right to know about a proposed settlement of this class action lawsuit, and about all of your options, before the Court decides whether to approve the Settlement and Plan of Allocation. If the Court approves them, and after any objections or appeals are resolved, the Claims Administrator appointed by the Court will make the payments that the Settlement allows.

This package explains the lawsuit, the Settlement, the Plan of Allocation, your legal rights, what benefits are available, who is eligible for them, and how to receive them.

2. What is this lawsuit about?

Isilon is a provider of clustered storage systems for digital content. The Company states that it has designed and developed its clustered storage systems specifically to address the needs of storing and managing digital content. The Consolidated Class Action Complaint (the “Complaint”) alleges that prior to and throughout the Class Period, Defendants engaged in a scheme to artificially inflate Isilon’s revenue and, in turn, Isilon’s financial. The Complaint alleges that this scheme enticed investors to purchase Isilon securities, artificially driving up the price of Isilon’s shares. The Complaint further alleges that in the fourth quarter of 2007, Defendants revealed that they could no longer meet the market’s expectations and would be forced to launch an internal investigation into the Company’s revenue recognition practices. This investigation led to the April 2, 2008 Restatement of Isilon’s historic financial statements. The Complaint alleges that as the truth of Defendants’ scheme leaked out and the risks associated with this scheme materialized, the artificial inflation of Isilon’s share price was removed, damaging investors who had purchased Isilon shares while the price was artificially inflated.

The Complaint alleges that Defendants’ misstatements during the Class Period regarding Isilon’s revenue recognition were false when made and thus violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Sections 11 and 15 of the Securities Act of 1933. 3. Why is this action a class action? In a class action, one or more people called class representatives sue on behalf of people who have similar claims. All of these people who have similar claims are referred to collectively as a “Class” or individually as “Class Members.” One court resolves the issues for all Class Members, except for those who exclude themselves from the Settlement. U.S. District Court Judge Marsha J. Pechman of the United States District Court for the Western District of Washington is in charge of this class action. The case is known as Dr. Magdy Fouad, individually and on behalf of all others similarly situated v. Isilon Systems, Inc., et al., Case No.: No. 07-1764-MJP.

4. Why is there a settlement? The Court did not decide in favor of Plaintiffs or Defendants. Instead, both sides agreed to a settlement. That way, they avoid the cost and risks of further litigation and trial. As explained above, the Plaintiffs and their attorneys think the Settlement is best for all Class Members.


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WHO IS IN THE SETTLEMENT To see if you will receive money from this Settlement, you first have to determine if you are a Class Member.

5. How do I know if I am part of the Settlement? The Class includes all persons or entities who purchased or otherwise acquired Isilon common stock between December 14, 2006 and November 8, 2007, inclusive, and all persons or entities who acquired shares of Isilon common stock pursuant and/or traceable to Isilon’s December 2006 initial public offering. Excluded from the Class are the persons and entities described immediately below. 6. What are the exceptions to being included? You are not a Class Member if you are a Defendant; an officer or director of Isilon during or after the Class Period; a corporation, trust or other entity in which any Defendant has a controlling interest; members of the immediate families of Barry J. Fidelman, Elliott H. Jurgensen, Jr., Gregory L. McAdoo, Matthew S. McIlwain, Sujal M. Patel, James G. Richardson, William D. Ruckelshaus, Stuart W. Fuhlendorf or Steven S. Goldman or their successors, heirs, assigns and legal representatives; Madrona Venture Group, Atlas Venture, Atlas Venture Fund V LP, Atlas Venture Entrepreneurs Fund V LP, Atlas Venture Associates V LP, Sequoia Capital, Sequoia Capital X, Sequoia Technology Partners X LP, Sequoia Capital X Principals Fund LLC, and SC X Management LLC, or any of their principals. Also excluded from the Class are any putative Class Members who exclude themselves by filing a request for exclusion in accordance with the requirements set forth in this Notice

If you sold Isilon common stock between December 14, 2006 and November 8, 2007, inclusive, that does not make you a Class Member. You are a Class Member only if you purchased Isilon common stock between December 14, 2006 and November 8, 2007, inclusive.

If one of your mutual funds purchased or owns shares of Isilon stock that alone does not make you a Class Member.

7. I am still not sure if I am included If you are still not sure whether you are included, you can ask for free help. For more information, you can contact the Claims Administrator, Rust Consulting, Inc., by phone at ______________, by facsimile at __________________, visit their website at ___________________________, or you can fill out and return the claim form described in question 11, to see if you qualify.

THE SETTLEMENT BENEFITS – WHAT YOU RECEIVE

8. What does the Settlement provide? Isilon and the insurance carrier for Isilon’s directors and officers have agreed to pay $15 million cash into the Settlement Fund. The balance of this fund, after payment of court-approved attorneys’ fees and expenses, taxes, and the costs of claims administration, including the costs of printing and mailing this Notice and the cost of publishing newspaper notice (the “Net Settlement Fund”), will be divided among all Class Members who submit valid claim forms.


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PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG SETTLEMENT CLASS MEMBERS

9. How much will my payment be? If you are entitled to a payment, your share of the Net Settlement Fund will depend on the

number of valid claim forms that Class Members submit, how many shares of Isilon common stock you purchased, and when you bought and sold your Isilon shares. By following the Plan of Allocation described below, you can calculate your “Recognized Claim.” The Claims Administrator will distribute the Net Settlement Fund according to the Plan of Allocation after the deadline for submission of Proof of Claim and Release forms has passed.

The Claims Administrator will determine each Class Member’s pro rata share of the Net

Settlement Fund based upon each Class Member’s valid “Recognized Claim.” The Recognized Claim formula is not intended to be an estimate of the amount that a Class Member might have been able to recover after a trial; it also is not an estimate of the amount that will be paid to Class Members pursuant to the Settlement. The Recognized Claim formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Class Members with valid claims.

10. The Basis for the Calculation of Your Recognized Claim The Net Settlement Fund will be distributed to Class Members who submit valid, timely

claim forms (“Authorized Claimants”) under the following Plan of Allocation proposed by Plaintiffs. This Plan of Allocation reflects Plaintiffs’ contention that because of alleged misrepresentations and omissions about Isilon’s revenue recognition, the price of Isilon’s common stock was artificially inflated during the Class Period until November 8, 2007. Defendants deny that they made any material misrepresentations or failed to disclose any material information, or that Isilon’s stock price was artificially inflated.

PLAN OF ALLOCATION

The Net Settlement Fund will be distributed to Class Members who submit valid, claim forms (“Authorized Claimants”) under the Plan of Allocation proposed by Plaintiffs. For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, Lead Counsel has consulted with its damage consultants and developed the Plan of Allocation, to calculate how Class Members will share in the Net Settlement Fund. The Plan of Allocation reflects the Plaintiffs’ allegations that Defendants’ actions (misrepresentations or omissions) caused artifical inflation in Isilon’s stock price, and that disclosures of the true facts caused changes in the inflated stock price. Defendants have had, and will have, no involvement or responsibility for the terms or application of the Plan of Allocation set forth here.

To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant’s approved claim. If, however, as expected, the amount in the Net Settlement Fund is not sufficient to permit payment of the total approved claim of each Authorized Claimant, then each Authorized Claimant will be


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paid the percentage of the Net Settlement Fund that each Authorized Claimant’s approved claim bears to the total of the approved claims of all Authorized Claimants – i.e., the Class member’s pro rata share of the Net Settlement Fund. Receipt of these monies by each Authorized Claimant will be deemed full and complete payment from the settlement of his/her/its approved claim.

The Plan of Allocation reflects Plaintiffs’ allegations that over the course of the Class Period -- December 14, 2006 through November 8, 2007 -- the trading prices of Isilon common stock were higher than they would have been had the Defendants not materially misrepresented Isilon’s financial condition. Estimated damages for the Class and this Plan of Allocation were developed based on event study analysis – this study determines how much artificial inflation was in the stock price on each day during the Class Period by measuring how much the stock price declined as a result of disclosures that corrected the alleged misrepresentations and omissions. Over the course of the Class Period, several corrective disclosures caused Isilon’s stock price to fall a total of $17.22 per share. Therefore, the maximum inflation (and, consequently, the maximum damage) per share is $17.22 per share. However, because corrective disclosures reduced the artificial inflation in stages over the course of the Class Period, the damage suffered by any particular investor depends on when that investor purchased and sold Isilon shares, or continued to hold shares beyond the end of the Class Period. Based on the foregoing, and for purposes of this settlement only, “Recognized Loss” will be calculated as follows:

1. For each share of Isilon common stock purchased or otherwise acquired

during the period December 14, 2006 through February 7, 2007, and: a. sold prior to February 8, 2007, the Recognized Loss shall be zero. b. sold during the period February 8, 2007 through April 25, 2007, the Recognized

Loss will be the lesser of: i. $4.41 per share; or

ii. the difference between the purchase price per share and the sales price per share.

c. sold during the period April 26, 2007 through July 26, 2007, the Recognized Loss will be the lesser of: i. $9.62 per share; or


d. sold during the period July 27, 2007 through October 3, 2007, the Recognized Loss will be the lesser of: i. $14.87 per share; or


e. sold during the period October 4, 2007 through October 23, 2007, the Recognized Loss will be the lesser of: i. $16.21 per share; or



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f. sold during the period October 24, 2007 through November 8, 2007, the Recognized Loss will be the lesser of: i. $16.54 per share; or


g. retained beyond November 8, 2007, the Recognized Loss will be the lesser of: i. $17.22 per share; or

ii. the difference between the purchase price per share and $5.28.1

2. For each share of Isilon common stock purchased or otherwise acquired during the period February 8, 2007 through April 25, 2007, and:

a. sold prior to April 26, 2007, the Recognized Loss will be zero. b. sold during the period April 26, 2007 through July 26, 2007, the Recognized Loss

will be the lesser of: i. $5.21 per share; or


c. sold during the period July 27, 2007 through October 3, 2007, the Recognized Loss will be the lesser of: i. $10.46 per share; or


d. sold during the period October 4, 2007 through October 23, 2007, the Recognized Loss will be the lesser of: i. $11.80 per share; or


e. sold during the period October 24, 2007 through November 8, 2007, the Recognized Loss will be the lesser of: i. $12.13 per share; or


f. retained beyond November 8, 2007, the Recognized Loss will be the lesser of: i. $12.81 per share; or

ii. the difference between the purchase price per share and $5.28.

1 Under the federal securities laws (pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995), "in any private action arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90 day period beginning on the date on which the information correcting the misstatement or omission that is the basis for the action is disseminated." $5.28 was the mean (average) daily closing trading price of Isilon Systems’ common stock during the 90 day period beginning on November 9, 2007 and ending on February 6, 2008.


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3. For each share of Isilon common stock purchased or otherwise acquired during the period April 26, 2007 through July 26, 2007, and:

a. sold prior to July 27, 2007, the Recognized Loss will be zero. b. sold during the period July 27, 2007 through October 3, 2007, the Recognized



c. sold during the period October 4, 2007 through October 23, 2007, the Recognized Loss will be the lesser of: i. $6.59 per share; or


d. sold during the period October 24, 2007 through November 8, 2007, the Recognized Loss will be the lesser of: i. $6.92 per share; or


e. retained beyond November 8, 2007, the Recognized Loss will be the lesser of: i. $7.60 per share; or


4. For each share of Isilon common stock purchased or otherwise acquired during the period July 27, 2007 through October 3, 2007, and:

a. sold prior to October 4, 2007, the Recognized Loss will be zero. b. sold during the period October 4, 2007 through October 23, 2007, the Recognized



c. sold during the period October 24, 2007 through November 8, 2007, the Recognized Loss will be the lesser of: i. $1.67 per share; or


d. retained beyond November 8, 2007, the Recognized Loss will be the lesser of: i. $2.35 per share; or


5. For each share of Isilon common stock purchased or otherwise acquired during the period October 4, 2007 through October 23, 2007, and:

a. sold prior to October 24, 2007, the Recognized Loss will be zero. b. sold during the period October 24, 2007 through November 8, 2007, the

Recognized Loss will be the lesser of:


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i. $0.33 per share; or ii. the difference between the purchase price per share and the sales price per

share. c. retained beyond November 8, 2007, the Recognized Loss will be the lesser of:

i. $1.01 per share; or ii. the difference between the purchase price per share and $5.28.

6. For each share of Isilon common stock purchased or otherwise acquired during the period October 24, 2007 through November 8, 2007, and:

a. sold prior to November 9, 2007, the Recognized Loss will be zero. b. retained beyond November 8, 2007, the Recognized Loss will be the lesser of:

i. $0.68 per share; or ii. the difference between the purchase price per share and $5.28.

For Class Members who held shares at the beginning of the Class Period, or who made

multiple purchases, acquisitions or sales during the Class Period, the first-in, first-out (“FIFO”) method will be applied to their holdings, purchases, and sales for purposes of calculating a Recognized Loss. Under the FIFO method, shares sold during the Class Period will be matched first against shares held at the beginning of the Class Period. The sale of any remaining shares during the Class Period will then be matched in chronological order against shares purchased during the Class Period.

Acquisition by Gift, Inheritance or Operation of Law

If a Class Member acquired Isilon common stock during the Class Period by way of gift, inheritance or operation of law, such a claim will be computed by using the date and price of the original purchase and not the date and price of transfer. In such instances, the recipient must provide documentation of the original purchase in addition to the transfer.

Employee Stock Options

For Class Members who acquired publicly-traded Isilon common stock by exercising employee stock options granted to him or her by Isilon, the purchase price will be the exercise price or strike price that the Class Member actually paid.

Payments Less Than $10.00

A payment to any Class Member that would amount to less than $10.00 in total will not be included in the calculation of the Net Settlement Fund, and no payment will be distributed to these Class Members because of the excessive administrative costs that would be incurred.


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A Class Member will be eligible to receive a distribution from the Net Settlement Fund only if a Class Member had a net loss, after all profits from transactions in Isilon common stock during the Class Period are subtracted from all losses. There wil be no Recognized Loss attributable to short sales.

HOW YOU RECEIVE A PAYMENT – SUBMITTING A CLAIM FORM

11. How will I receive a payment? To qualify for payment, you must be an eligible Class Member and you must submit a Proof of Claim and Release form. This form is enclosed with this Notice. Read the instructions carefully, fill out the form, include all the documents the form requests, sign it, and mail it in an envelope postmarked no later than _____________, 2010. Retain a copy of everything you mail, in case the materials are lost or destroyed during shipping.

12. When will I receive my payment? The Court will hold a hearing on _______________, 2010, to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain whether appeals, if any are filed, can be resolved, and resolving them can take time, perhaps several years. In addition, the Claims Administrator must process all of the Proof of Claim and Release forms. The processing is complicated and will take many months. Please be patient.

13. What am I giving up by staying in the Class? Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants or the Released Parties (defined below) about the claims being released in this Settlement. It also means that all of the Court’s orders will apply to you and legally bind you and you will release your claims in this case against the Defendants.

Pursuant to the proposed Settlement, and on the Effective Date, Plaintiffs and other members of the Class who do not exclude themselves will release and forever discharge, and will forever be enjoined from prosecuting, the Released Claims (defined below) against the Released Parties (also defined below).

The “Defendants” include Isilon Systems, Inc., Barry J. Fidelman, Elliott H. Jurgensen, Jr., Gregory L. McAdoo, Matthew S. McIlwain, Sujal M. Patel, James G. Richardson, William D. Ruckelshaus, Stuart W. Fuhlendorf, Steven S. Goldman, Morgan Stanley & Co., Incorporated, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Needham & Company, LLC and RBC Capital Markets Corp., each of whom will be released from all Released Claims. The proposed Settlement will release all Class Members’ Released Claims against each Defendant, their past or present subsidiaries, parents, successors and predecessors, officers, directors, shareholders, partners, agents, employees, attorneys, insurers, spouses and any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any of the Defendants, and the legal


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representatives, heirs, successors in interest or assigns of the Defendants (collectively, the “Released Parties”).

“Released Claims” means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class, and/or individual in nature, including both known claims and “Unknown Claims” (as defined below), (1) that have been asserted in this Action by Plaintiffs against any of the Released Persons, or (2) that could have been asserted in this Action, or in any other action or forum by Plaintiffs and/or the members of the Class or any of them against any of the Released Persons which arise out of or are based upon or relate in any way to the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Action and which related to the purchase or acquisition of Isilon common stock during the Class Period. Released Claims does not include any claims asserted in the derivative action, In re Isilon Systems, Inc. Derivative Litigation, 08-2-09536-3 SEA, pending in Washington Superior Court in and for King County.

“Unknown Claims” means any and all Released Claims which Plaintiffs or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons, and any Settled Defendants’ Claims which any Defendant does not know or suspect to exist in his, her or its favor, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement, including any and all provisions rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

If the proposed Settlement is approved by the Court and becomes final, all Released Claims will be dismissed on the merits and with prejudice as to all Class Members who do not exclude themselves from the Class.

If the Settlement becomes final, all Defendants will release all claims they hold against the Plaintiffs and the Class Members.

EXCLUDING YOURSELF FROM THE SETTLEMENT If you do not want a payment from this Settlement, and you want to keep the right to sue or continue to sue the Defendants on your own about the same claims being released in this Settlement, then you must take steps to exclude yourself from the Settlement. This is referred to as “opting out” of the Class.

14. How do I exclude myself from the Settlement? To exclude yourself from the Settlement, you must send a letter by mail stating that you want to be excluded from Dr. Magdy Fouad, individually and on behalf of all others similarly situated v. Isilon Systems, Inc., et al., Case No.: No. 07-1764-MJP. You must include your


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name, address, telephone number, your signature, and the number of shares of Isilon common stock you purchased between December 14, 2006 and November 8, 2007, inclusive, the number sold during this time period, if any, and the dates of such purchases, acquisitions, and sales. Your Request for Exclusion must be sent to:

Isilon Securities Litigation

c/o ___________

*Please keep a copy of everything you send by mail, in case it is lost or destroyed during shipping.

Your Request for Exclusion must be received no later than _____________, 2010. You cannot exclude yourself over the phone or by e-mail. If you ask to be excluded, you are not eligible to receive any Settlement payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit and you will be able to pursue the claims that are being released in this Settlement.

15. If I do not exclude myself, can I sue the Defendants for the same thing later? No. Unless you exclude yourself, you give up any right to sue the Defendants or the Released Parties for the claims being released by this Settlement. If you have a pending lawsuit relating to the claims being released in this case against any of the Defendants, speak to your lawyer in that case immediately and give him/her this packet. Remember, the exclusion deadline is ______________, 2010.

16. If I exclude myself, can I receive a payment from this Settlement? No. If you exclude yourself, you cannot send in a Proof of Claim and Release form. But, you may sue, continue to sue, or be part of a different lawsuit asserting the claims being released in this Settlement against the Defendants or the Released Parties.

THE LAWYERS REPRESENTING YOU

17. Do I have a lawyer in this case? The Court appointed the law firm of Cohen Milstein Sellers & Toll PLLC to represent you and the other Class Members. This law firm is called Lead Counsel. You will not be individually charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

18. How will the lawyers be paid? Lead Counsel will apply to the Court for attorneys’ fees not to exceed 25% of the $15 million Settlement Fund and for reimbursement of their out-of-pocket expenses up to $225,000 (collectively, an average of $0.18 per share of common stock), which they paid or are payable in this litigation, plus interest on these amounts at the same rate as earned by the Settlement Fund. The amounts approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any fees or expenses of Plaintiffs’ Counsel.


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The attorneys’ fees and expenses requested will be the only payment to Plaintiffs’ Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. To date, Plaintiffs’ Counsel have not been paid for their services for conducting this litigation on behalf of the Plaintiffs and the Class nor for their substantial out-of-pocket expenses. The fee requested will compensate Plaintiffs’ Counsel for their work in litigating the case and reaching the Settlement. The request is well within the range of fees awarded to class counsel under similar circumstances in other cases of this type. The Court may, however, award less than this amount.

OBJECTING TO THE SETTLEMENT You can tell the Court that you do not agree with the Settlement or some part of it.

19. How do I tell the Court that I do not like the Settlement? If you are a Class Member, you can object to the Settlement if you do not like any part of it. To object, you must send a letter saying that you object to the Settlement in Dr. Magdy Fouad, individually and on behalf of all others similarly situated v. Isilon Systems, Inc., et al., Case No.: No. 07-1764-MJP. Be sure to include your name, address, telephone number, your signature, the number of shares of Isilon common stock you purchased and sold between December 14, 2006 and November 8, 2007, inclusive, and the reasons you object to the Settlement. Any objection to the Settlement must be mailed or delivered such that it is received by each of the following no later than _____________, 2010:

Court:

Clerk of the Court UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON 700 Stewart Street Seattle, Washington, 98101 Plaintiffs’ Lead Counsel: Steven J. Toll, Esq. Lisa M. Mezzetti, Esq. Matthew K. Handley, Esq. COHEN MILSTEIN SELLERS & TOLL PLLC 1100 New York Avenue, N.W. West Tower, Suite 500 Washington, D.C. 20005 Counsel for Defendants:

Barry M. Kaplan, WSBA #8661 WILSON SONSINI GOODRICH & ROSATI Professional Corporation


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701 Fifth Avenue, Suite 5100 Seattle, WA 98104-7036

20. What’s the difference between objecting to the Settlement and excluding myself from the Class?

Objecting is simply telling the Court that you do not like something about the Settlement, the Plan of Allocation, or the application for attorneys’ fees and expenses. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement. If you exclude yourself, you have no basis to object because the case no longer affects you.

THE COURT’S FAIRNESS HEARING

21. When and where will the Court decide whether to approve the Settlement? The Court will hold a hearing on _____________, 2010, at the United States District Courthouse, Courtroom 14206, 700 Stewart Street, Seattle, Washington, 98101. At this hearing the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will listen to people who have requested in writing by ______, 2010 to speak at the hearing. The Court may also consider Lead Counsel’s application for attorneys’ fees and reimbursement of expenses.

22. Do I have to come to the hearing? No. Lead Counsel will answer any questions Judge Pechman may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as your written objection is received on time, the Court will consider it. You may also pay your own lawyer to attend, but this is not necessary.

23. May I speak at the hearing? You may ask the Court for permission to speak at the hearing. To do so, you must send a letter stating your intention to appear in Dr. Magdy Fouad, individually and on behalf of all others similarly situated v. Isilon Systems, Inc., et al., Case No.: No. 07-1764-MJP. Be sure to include your name, address, telephone number, your signature, and the number of shares of Isilon common stock you purchased between December 14, 2006 and November 8, 2007, inclusive. Your notice of intention to appear must be received no later than _____________, 2010, and be sent to the Clerk of the Court, Lead Counsel, and Defendants’ counsel, at the addresses listed in question 19. You cannot speak at the hearing if you exclude yourself from the Settlement.

IF YOU DO NOTHING

24. What happens if I do nothing at all? If you do nothing, you will receive no money from this Settlement. But, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any


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other lawsuit against the Defendants or the Released Parties about the same claims being released in this Settlement.

OBTAINING MORE INFORMATION

25. Are there more details about the Settlement? This Notice summarizes the proposed Settlement. More details are in the Stipulation of Settlement dated October 23, 2009. You can obtain a copy of the Stipulation or more information about the Settlement by contacting the Claims Administrator by facsimile at __________________, by phone at ______________, or by visiting www._______________.com. You can also obtain a copy of the Stipulation from the Clerk’s Office at the United States District Court for the Western District of Washington _______________________, during regular business hours.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

SPECIAL NOTICE TO NOMINEES If you purchased or otherwise acquired Isilon common stock during the period between December 14, 2006 and November 8, 2007, inclusive, for the beneficial interest of a person or organization other than yourself, the Court has directed that within ten (10) days after you receive this Notice, you must either: (1) send a copy of this Notice by first class mail to all such persons or entities, or (2) provide a list of the name and addresses of such persons or entities to the Claim Administrator:

Dr. Magdy Fouad, individually and on behalf of all others similarly situated v. Isilon Systems, Inc., et al., Case No.: No. 07-1764-MJP

c/o _____________ Claims Administrator ______________ __________________

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

In either case, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred or expected to be incurred in connection with forwarding the Notice and which would not have been incurred but for the obligation to forward the Notice, upon submission of appropriate documentation to the Claims Administrator.

DATED:____________________, 2009 _____________________________________ BY ORDER OF THE COURT UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON


EXHIBIT A-2


*ISIL* *1-3*


AT SEATTLE

DR. MAGDY FOUAD, individually and on behalf of all others similarly situated,

Plaintiff, v.

ISILON SYSTEMS, INC., et al., Defendants.

No. C07-1764 MJP

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 Dr. Magdy Fouad, individually and on behalf of all others similarly situated v. Isilon Systems, Inc., et al., Case No.: No. 07-1764-MJP (the “Action”), you must complete this Proof of Claim and Release form. If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release, your claim may be rejected and you may be precluded from any recovery from the Settlement Fund created in connection with the proposed Settlement of the Action. 2. Submission of this Proof of Claim and Release, however, does not assure that you will share in the proceeds of the settlement in the Action. 3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE POSTMARKED NOT LATER THAN ______________, 2010, ADDRESSED AS FOLLOWS:

Isilon Systems Securities Litigation c/o Rust Consulting, Inc.

P.O. Box xxxx Faribault, MN 55021-xxxx

If you are NOT a member of the Class, as defined in the Notice of Proposed Settlement of Class Action, Motion for Attorneys’ Fees and Reimbursement of Expenses and Settlement Fairness Hearing (“Notice”), DO NOT submit a Proof of Claim and Release form. 4. If you are a member of the Class, you are bound by the terms of any judgment entered in the Action, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE FORM.

II. CLAIMANT IDENTIFICATION 1. If you purchased or otherwise acquired the common stock of Isilon Systems, Inc. (“Isilon”) between December 14, 2006 and November 8, 2007, inclusive (the “Class Period”), including shares of Isilon common stock purchased pursuant and/or traceable to Isilon’s December 2006 initial public offering, and held the certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser. 2. Use Part I of this form entitled “Claimant Identification” to identify each purchaser of record (“nominee”), if different from the beneficial purchaser of Isilon common stock which form the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER OR PURCHASERS OF THE ISILON COMMON STOCK UPON WHICH THIS CLAIM IS BASED. 3. All joint purchasers must sign this claim. Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of persons and/or entities represented by them and proof of their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) 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 the claim. III. CLAIM FORM

1. Use Part II of this form entitled “Schedule of Transactions in Isilon Systems, Inc. (“Isilon”) Common Stock to supply all required details of your transaction(s) in Isilon common stock. If you need more space, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet.


*ISIL* *2-3*

III. CLAIM FORM (continued)

2. Please provide all of the requested information with respect to all of your purchases, acquisitions, and sales of Isilon common stock requested below, whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim. 3. List each transaction separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day and year of each transaction you list. 4. Broker confirmations or other documentation of your transactions in Isilon common stock should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. 5. The requests are designed to provide the minimum amount of information necessary to process the claims. The Claims Administrator may request additional information as required to efficiently and reliably calculate your losses. In cases where the Claims Administrator cannot perform the calculation accurately or at a reasonable cost to the Class with the information provided, the Claims Administrator may condition acceptance of the claim upon the production of additional information and/or the hiring of an accounting expert at the claimant’s cost.

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist: 1. Please sign the Certification section of the Proof of Claim and Release on Page _____. 2. If this claim is being made on behalf of joint claimants, both must sign. 3. Remember to attach supporting documentation, if available. 4. Do not send original stock certificates. 5. Keep a copy of your Proof of Claim and Release form and all documents submitted for your records. 6. If you wish to receive an acknowledgment of receipt of your claim form, please send it Certified Mail, Return

Receipt Requested. 7. If you move, please send the Claims Administrator your new address. This form, with your supporting documentation, must be postmarked no later than _______________, 2010.

Isilon Systems Securities Litigation c/o Rust Consulting, Inc.

P.O. Box xxxx Faribault, MN 55021-xxxx


*ISIL* *3-3*


Dr. Magdy Fouad, et al. v. Isilon Systems, Inc., et al. No. C07-1764 MJP

PROOF OF CLAIM AND RELEASE Use Blue or Black Ink Only

PART I. CLAIMANT IDENTIFICATION - Complete either Section A or B and then proceed to C. Please type or print. A. Complete this Section ONLY if the Beneficial Owner is an individual, joint, or IRA account. Otherwise, proceed to B.

Last Name (Beneficial Owner) First Name (Beneficial Owner)

Last Name (Joint Beneficial Owner, if applicable) First Name (Joint Beneficial Owner)

Name of IRA Custodian, if applicable

If this account is an IRA, and if you would like any check that you MAY be eligible to receive made payable to the IRA account, please include “IRA” in the “Last Name” box above (e.g., Jones IRA).

B. Complete this Section ONLY if the Beneficial Owner is an Entity; i.e., corporation, trust, estate, etc. Then, proceed to C. Entity Name

Name of Representative, if applicable (Executor, administrator, trustee, c/o, etc.)

C. Account/Mailing Information: Specify one of the following:

Individual(s) Corporation UGMA Custodian IRA Partnership Estate Trust Other:

Number and Street or P.O. Box

City State Zip Code

Foreign Province and Postal Code Foreign Country

Telephone Number (Day) Telephone Number (Evening)

E-mail Address Account Number

Enter Taxpayer Identification Number below for the Beneficial Owner(s). Social Security No. (for individuals) or Taxpayer Identification No.

MUST BE POSTMARKED NOT LATER THAN Xxxxxxxxx xx, 2010

For Official Use Only


PART II: SCHEDULE OF TRANSACTIONS IN ISILON SYSTEMS, INC. (“ISILON”) COMMON STOCK

YOU MUST SUBMIT DOCUMENTATION SUPPORTING THE INFORMATION BELOW.

BEGINNING HOLDINGS A. Number of shares of Isilon common stock held as of the close of business on December 13, 2006.

(If none, write “zero” or “0”) (If other than zero, must be documented) Number of Shares

PURCHASES B. List (in chronological order) all purchases and/or acquisitions of Isilon common stock made between December 14, 2006 and

November 8, 2007, inclusive, and all shares of Isilon common stock purchased pursuant and/or traceable to Isilon’s December 2006 initial public offering

Check Box if result of an

Option Exercised/ Assigned

Check Box

if IPO Purchase

Date(s) of Purchase (list chronologically)

Month/Day/Year

Number of Shares of Common Stock

Purchased

Purchase Price Per Share of

Common Stock

Amount Paid (excluding

commissions, taxes & fees)

SALES C. List (in chronological order) all sales of Isilon common stock made between December 14, 2006 and November 8, 2007,

inclusive. Check Box if result of an

Option Exercised/ Assigned

Date(s) of Sale (list chronologically)

Month/Day/Year

Number of Shares of Common Stock

Sold

Sale Price Per Share of

Common Stock

Amount Received (excluding commissions,

taxes & fees)

ENDING HOLDINGS

D. Number of shares of Isilon common stock held at the close of trading on November 8, 2007: (If none, write “zero” or “0”) (If other than zero, must be documented) Number of Shares

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PHOTOCOPY THIS PAGE.


IV. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS I submit this Proof of Claim and Release under the terms of the Stipulation of Settlement dated as of October 23, 2009 (“Stipulation”). I also submit to the jurisdiction of the United States District Court for the Western Distirct of Washington, with respect to my claim as a Class Member (as defined in the Notice) and for purposes of enforcing the release set forth herein. I further acknowledge that I am bound by and subject to the terms of any judgment that may be entered in the Action. I agree to furnish additional information to the Administrator to support this claim if required to do so. I have not submitted any other claim covering the same purchases, acquisitions and sales of Isilon common stock listed herein and know of no other person or entity having done so on my behalf.

V. DEFINITIONS AND RELEASE 1. I hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, release, relinquish and discharge all of the Settled Claims against each and all of the Defendants and the Released Parties, defined in the Stipulation of Settlement and set forth below.

2. “Related Parties” means each of Defendants’ past or present subsidiaries, parents, successors and predecessors, officers, directors, shareholders, partners, agents, employees, attorneys, insurers, and any person, firm, trust, corporation, officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any of the Defendants, and the legal representatives, heirs, successors in interest or assigns of the Defendants.

3. “Released Persons” means each and all of Defendants and their Related Parties. 4. “Released Claims” means and includes any and all claims, debts, demands, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured, whether class, and/or individual in nature, including both known claims and “Unknown Claims” (as defined below), (1) that have been asserted in this Action by Plaintiffs against any of the Released Persons, or (2) that could have been asserted in this Action, or in any other action or forum by Plaintiffs and/or the members of the Class or any of them against any of the Released Persons which arise out of or are based upon or relate in any way to the allegations, transactions, facts, matters or occurrences, representations or omissions involved, set forth, or referred to in the Action and which related to the purchase or acquisition of Isilon common stock during the Class Period. Released Claims does not include any claims asserted in the derivative action, In re Isilon Systems, Inc. Derivative Litigation, 08-2-09536-3 SEA, pending in Washington Superior Court in and for King County. 5 “Unknown Claims” means any and all Released Claims which Plaintiffs or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons, and any Settled Defendants’ Claims which any Defendant does not know or suspect to exist in his, her or its favor, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement, including any and all provisions rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” 6. This release shall be of no force or effect unless and until the Court approves the Stipulation and it becomes effective on the Effective Date. 7. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof. 8. I (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions in Isilon common stock requested herein.


VI. CERTIFICATION I (We) certify that I am (we are) not subjected 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 backup withholding, please strike out the language that you are not subject to backup withholding in the certification above. The Internal Revenue Service does not require your consent to any provision other than the certifications required to avoid backup withholding. I declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct.

Executed this ______ day of ____________________, 20___ in _____________________, __________________. (City) (State/County)

Signature of Claimant (Type or print name of Claimant)

Signature of Joint Claimant, if any (Type or print name of Joint Claimant, if any)

Signature of person signing on behalf of Claimant (Type of print name of person signing on behalf of Claimant)

Capacity of person signing on behalf of Claimant, if other than an individual (e.g., Administrator, Executor, Trustee, President, Custodian, Power of Attorney, etc.)

THIS PROOF OF CLAIM MUST BE SUBMITTED NOT LATER THAN XXXXXXXXX XX, 2010, AND MUST BE MAILED TO:

Isilon Systems Securities Litigation

c/o Rust Consulting, Inc. P.O. Box xxxx

Faribault, MN 55021-xxxx


EXHIBIT A-3


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SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION (C07-1764 MJP) Page - 1

LAW OFFICES OF





AT SEATTLE


No. C07-1764 MJP

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION

TO: ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE

ACQUIRED THE COMMON STOCK OF ISILON SYSTEMS, INC. BETWEEN DECEMBER 14, 2006 AND NOVEMBER 8, 2007, INCLUSIVE, INCLUDING ALL PERSONS OR ENTITIES WHO ACQUIRED SHARES OF ISILON COMMON STOCK PURSUANT AND/OR TRACEABLE TO ISILON’S DECEMBER 2006 INITIAL PUBLIC OFFERING, AND WHO WERE DAMAGED THEREBY (THE “CLASS”).

YOU ARE HEREBY NOTIFIED that this Class Action is pending and that a settlement

of it for Fifteen Million Dollars ($15,000,000) has been proposed. A hearing will be held before

the Honorable Marsha J. Pechman in the United States District Court for the Western District of

Washington in Courtroom 14206, 700 Stewart Street, Seattle, Washington, 98101, at ____:_____

__.m., on ____________, 2010 to determine whether: (1) the proposed settlement should be

approved by the Court as fair, reasonable and adequate; (2) Lead Counsel’s application for an


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award of attorneys’ fees and reimbursement of expenses should be approved; and (3) the claims

against Defendants should be dismissed with prejudice.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS

WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT

FUND. If you have not yet received the full printed Notice of Proposed Settlement of Class

Action, Motion for Attorneys’ Fees and Reimbursement of Expenses and Settlement Fairness

Hearing (the “Notice”) and Proof of Claim and Release form (“Proof of Claim”) you may obtain

copies of these documents by contacting:

_______________________________ c/o

Claims Administrator _______________________

________________________________ or at [website].

Inquiries, other than requests for the forms of Notice and Proof of Claim, may be made to

Lead Counsel:

Steven J. Toll, Esq. Lisa M. Mezzetti, Esq. Matthew K. Handley, Esq. COHEN MILSTEIN SELLERS & TOLL PLLC 1100 New York Avenue, N.W. West Tower, Suite 500 Washington, D.C. 20005

To participate in the Settlement, you must submit a Proof of Claim no later than

____________, 2010. As more fully described in the Notice, the deadline for submitting

objections to the Settlement and requests for exclusions from the Class is ____________, 2010.


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Further information may also be obtained by directing your inquiry in writing to the

Claims Administrator, ____________, at the address listed above. Please do not contact the

Court.

By Order of The Court


EXHIBIT B


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[PROPSED] ORDER AND FINAL JUDGMENT (C07-1764 MJP) Page - 1

LAW OFFICES OF





AT SEATTLE


No. C07-1764 MJP

ORDER AND FINAL JUDGMENT [PROPOSED]

On the _____ day of ____________, 2010, a hearing having been held before this Court

to determine: (a) whether the above-captioned federal securities class action (the “Action”)

satisfies the applicable prerequisites for class action treatment under Rule 23 of the Federal Rules

of Civil Procedure; (b) whether the terms of the proposed settlement (“Settlement”) described in

the Stipulation of Settlement dated October 23, 2009 (the “Stipulation”), are fair, reasonable and

adequate, and should be approved by the Court; (c) whether the proposed allocation of the

Settlement fund (the “Plan of Allocation”) is fair and reasonable and should be approved by the

Court; (d) whether the Order and Final Judgment as provided under the Stipulation should be

entered, dismissing the Action on the merits and with prejudice, and to determine whether the

release of the Released Claims as against the Released Persons, as set forth in the Stipulation,


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should be ordered; (e) whether the application of Lead Counsel for an award of attorneys’ fees

and reimbursement of expenses should be approved; and (f) such other matters as the Court

might deem appropriate; and

On the _____ day of ____________, 2010, a hearing having been held before this Court

to determine: (a) whether the above-captioned federal securities class action (the “Action”)

satisfies the applicable prerequisites for class action treatment under Rule 23 of the Federal Rules

of Civil Procedure; (b) whether the terms of the proposed settlement (“Settlement”) described in

the Stipulation of Settlement dated October 23, 2009 (the “Stipulation”), are fair, reasonable and

adequate, and should be approved by the Court; (c) whether the proposed allocation of the

Settlement fund (the “Plan of Allocation”) is fair and reasonable and should be approved by the

Court; (d) whether the Order and Final Judgment as provided under the Stipulation should be

entered, dismissing the Action on the merits and with prejudice, and to determine whether the

release of the Released Claims as against the Released Persons, as set forth in the Stipulation,

should be ordered; (e) whether the application of Lead Counsel for an award of attorneys’ fees

and reimbursement of expenses should be approved; and (f) such other matters as the Court

might deem appropriate; and

The Court having considered all matters submitted to it at the hearing held on _______,

2010 and otherwise; and

It appearing that a Notice of Proposed Settlement of Class Action, Motion for Attorneys’

Fees and Reimbursement of Expenses and Settlement Fairness Hearing (“Notice”) substantially

in the form approved by the Order for Notice and Hearing dated ________________ was mailed

to all persons and entities reasonably identifiable who purchased the common stock that is the

subject of the Action during the Class Period, except those persons and entities excluded from


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the definition of the Class; and

It appearing that a Summary Notice of Pendency and Proposed Settlement of Class

Action (“Summary Notice”) substantially in the form approved by the Court in the Order for

Notice and Hearing was published pursuant to the specifications of the Court, and that a website

was used for further availability of the Notice to the Class;

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED

THAT:

1. The Court has jurisdiction over the subject matter of the Action, Lead Plaintiff, all

Class Members and Defendants.

2. Unless otherwise defined herein, all capitalized terms used herein shall have the

same meanings as set forth and defined in the Stipulation.

3. 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 in that: (a) the number of Class

Members is so numerous that joinder of all members thereof is impracticable; (b) there are

questions of law and fact common to the Class; (c) the claims of the Lead Plaintiff are typical of

the claims of the Class he seeks to represent; (d) Lead Plaintiff fairly and adequately represents

the interests of the Class; (e) the questions of law and fact common to the members of the Class

predominate over any questions affecting only individual members of the Class; and (f) a class

action is superior to other available methods for the fair and efficient adjudication of the

controversy.

4. The Court hereby finds that the Notice distributed to the Class provided the best

notice practicable under the circumstances. The Notice provided due and adequate notice of

these proceedings and the matters set forth herein, including the Settlement and Plan of


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Allocation of the Settlement Fund, to all persons and entities entitled to such notice, and the

Notice fully satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure,

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

the Private Securities Litigation Reform Act of 1995, due process, and any other applicable law.

A full opportunity has been offered to the Class Members to object to the proposed Settlement

and to participate in the hearing thereon. Thus, it is hereby determined that all Class Members

who did not timely elect to exclude themselves by written communication are bound by this

Order and Final Judgment.

5. Pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure and for

purposes of the Settlement only, the Court hereby certifies the Action as a class action on behalf

of all persons or entities who purchased or otherwise acquired Isilon common stock Isilon

between December 14, 2006 and November 8, 2007, inclusive, including all persons or entities

who acquired shares of Isilon common stock pursuant and/or traceable to Isilon’s December

2006 initial public offering, and who were damaged thereby. Excluded from the Class are the

Defendants; any officers or directors of Isilon during or after the Class Period; any corporation,

trust or other entity in which any Defendant has a controlling interest; the members of the

immediate families of Barry J. Fidelman, Elliott H. Jurgensen, Jr., Gregory L. McAdoo, Matthew

S. McIlwain, Sujal M. Patel, James G. Richardson, William D. Ruckelshaus, Stuart W.

Fuhlendorf or Steven S. Goldman (the “Individual Defendants”) or their successors, heirs,

assigns and legal representatives; and venture capital firms Madrona Venture Group, Atlas

Venture, Atlas Venture Fund V LP, Atlas Venture Entrepreneurs Fund V LP, Atlas Venture

Associates V LP, Sequoia Capital, Sequoia Capital X, Sequoia Technology Partners X LP,

Sequoia Capital X Principals Fund LLC, and SC X Management LLC, and any of their


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principals. Also excluded from the Class are any putative Class Members who excluded

themselves by filing a request for exclusion in accordance with the requirements set forth in the

Notice, listed on Exhibit A attached hereto.

6. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for purposes of

the Settlement only, Plaintiffs are certified as class representatives and Lead Plaintiff’s selection

of Cohen Milstein Sellers & Toll PLLC as counsel for the Class is approved.

7. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Settlement is

approved as fair, reasonable and adequate, and in the best interests of the Class. Plaintiffs and

Defendants are directed to consummate the Settlement in accordance with the terms and

provisions of the Stipulation.

8. The Action is hereby dismissed with prejudice and without costs.

9. Plaintiffs and members of the Class, on behalf of themselves and each of their

respective past or present subsidiaries, affiliates, parents, successors and predecessors, estates,

heirs, executors, administrators, and the respective officers, directors, shareholders, agents, legal

representatives, spouses and any persons they represent, shall, with respect to each and every

Released Claim, release and forever discharge, and shall forever be enjoined from prosecuting,

any Released Claims against any of the Released Persons, whether or not they have submitted a

Proof of Claim.

a) “Released Claims” shall mean any and all claims, debts, demands, rights or causes of

action or liabilities whatsoever, whether based on federal, state, local, statutory or

common law or any other law, rule or regulation, whether fixed or contingent, accrued or

un-accrued, liquidated or un-liquidated, at law or in equity, matured or un-matured,

whether class, and/or individual in nature, including both known claims and “Unknown


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Claims” (as defined in the Stipulation of Settlement), (1) that have been asserted in this

Action by Plaintiffs against any of the Released Persons , or (2) that could have been

asserted in this Action, or in any other action or forum by Plaintiffs and/or the members

of the Class or any of them against any of the Released Persons which arise out of or are

based upon or relate in any way to the allegations, transactions, facts, matters or

occurrences, representations or omissions involved, set forth, or referred to in the Action

and which related to the purchase or acquisition of Isilon common stock during the Class

Period. Released Claims does not include any claims asserted in the derivative action, In

re Isilon Systems, Inc. Derivative Litigation, 08-2-09536-3 SEA, pending in Washington

Superior Court in and for King County.

b) “Released Persons” means each and all of the Defendants and their Related Parties.

“Related Parties” means each of Defendants’ past or present subsidiaries, parents,

successors and predecessors, officers, directors, shareholders, partners, agents,

employees, attorneys, insurers, and any person, firm, trust, corporation, officer, director

or other individual or entity in which any Defendant has a controlling interest or which is

related to or affiliated with any of the Defendants, and the legal representatives, spouses

heirs, successors in interest or assigns of the Defendants.

10. Upon the Effective Date of this Settlement, each of the Defendants and related

Parties, on behalf of themselves and their successors and assigns, shall release and forever

discharge each and every of the Settled Defendants’ Claims, and shall forever be enjoined from

prosecuting the Settled Defendants’ Claims.

11. The Court finds that all Parties to the Action and their counsel have complied with

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

12. Neither this Order and Final Judgment, the Stipulation, nor any of the

negotiations, documents or proceedings connected with them shall be:


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(a) offered or received against Defendants as evidence of or construed as or deemed

to be evidence of any presumption, concession, or admission by any of the Defendants with

respect to the truth of any fact alleged by any of the Plaintiffs or the validity of any claim that has

been or could have been asserted in the Action or in any litigation, or the deficiency of any

defense that has been or could have been asserted in the Action or in any litigation, or of any

liability, negligence, fault, or wrongdoing of Defendants;

(b) offered or received against Defendants as evidence of a presumption, concession

or admission of any fault, misrepresentation or omission with respect to any statements or

written document approved or made by any Defendant;

(c) offered or received against Defendants as evidence of a presumption, concession

or admission with respect to any liability, negligence, fault or wrongdoing, or in any way

referred to or for any other reason as against any of the Defendants, in any other civil, criminal or

administrative action or proceeding, other than such proceedings as may be necessary to

effectuate the provisions of the Stipulation; provided, however, that if the Stipulation is approved

by the Court, Defendants may refer to it to effectuate the liability protection granted them

hereunder including to support a defense of res judicata, collateral estoppel, release, good faith

settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion

or similar defense or counterclaim;

(d) construed against Defendants or the Class as an admission or concession that the

consideration to be given hereunder represents the amount which could be or would have been

recovered after trial; or

(e) construed as, or received in evidence as, an admission, concession or presumption

against the Plaintiffs or the Class that any of its claims are without merit or that damages

recoverable under any of the complaints filed in the Action would not have exceeded the

Settlement Fund.


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13. The Released Parties may file the Stipulation and/or this Order and Judgment in

any action that may be brought against them in order to support a defense or counterclaim based

on principles of res judicata, collateral estoppel, full faith and credit, release, good faith

settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion

or similar defense or counterclaim.

14. The Plan of Allocation is approved as fair and reasonable, and Lead Counsel and

the Claims Administrator are directed to administer the Stipulation in accordance with its terms

and provisions.

15. A separate order shall be entered to approve Lead Plaintiff’s Counsel’s

application for fees and reimbursement of costs and expenses as allowed by the Court. The

finality of this Order and Final Judgment shall not be affected, in any manner, by rulings that the

Court may make on the Plan of Allocation or Lead Counsel’s application for an award of

attorneys’ fees and reimbursement of expenses.

16. Exclusive jurisdiction is hereby retained over the Parties and the Class Members

for all matters relating to the Action, including the administration, interpretation, effectuation or

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

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

proceeds to the Class Members.

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

of time to carry out any of the provisions of the Stipulation.

18. In the event that the Settlement does not become effective in accordance with the

terms of the Stipulation, then this Judgment shall be rendered null and void to the extent

provided by and in accordance with the Stipulation and shall be vacated and, in such event, all


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orders entered, including those certifying a settlement Class, and releases delivered in connection

herewith shall be null and void to the extent provided by and in accordance with the Stipulation.

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

immediate entry by the Clerk of the Court is directed pursuant to Rule 54(b) of the Federal Rules

of Civil Procedure.

SIGNED this ___________ day of __________________ 2010.

_______________________________________ THE HONORABLE MARSHA J. PECHMAN

UNITED STATES DISTRICT JUDGE


Other Documents

U.S. District Court

United States District Court for the Western District of Washington

Notice of Electronic Filing The following transaction was entered by Leland, Elizabeth on 10/23/2009 at 2:40 PM PDT and filed on 10/23/2009

Docket Text: STIPULATION Stipulation of Settlement by parties. (Attachments: # (1) Exhibit A to Stipulation of Settlement - Order for Notice and Hearing [Proposed], # (2) Ex A-1 to Stipulation of Settlement - Notice of Proposed Settlement of Class Action, # (3) Exhibit A-2 to Stipulation of Settlement - Proof of Claim and Release, # (4) Exhibit A-3 to Stipulation of Settlement - Summary Notice, # (5) Exhibit B to Stipulation of Settlement - Order and Final Judgment [Proposed])(Leland, Elizabeth)

2:07-cv-1764 Notice has been electronically mailed to: Southwest Carpenters Pension Trust [email protected] Barry M Kaplan [email protected], [email protected], [email protected], [email protected] Bradley T. Meissner [email protected] Bryan C Keane [email protected], [email protected] Christopher Brian Wells [email protected], [email protected], [email protected], [email protected] Christopher F Nelson [email protected], [email protected], [email protected] Christopher M Huck [email protected], [email protected], [email protected]

2:07-cv-01764-MJP Youakim v. Isilon Systems Inc et alCONSOL, JURYDEMAND, PROTO

Case Name: Youakim v. Isilon Systems Inc et alCase Number: 2:07-cv-1764Filer: Magdy Fouad

Southwest Carpenters Pension TrustDocument Number:159

Page 1 of 3WAWD CM/ECF Version 3.2.2

10/23/2009https://ecf.wawd.uscourts.gov/cgi-bin/Dispatch.pl?217886714739621

Curt Roy Hineline [email protected], [email protected] Daniel S Sommers [email protected] David Roy East [email protected], [email protected] Elizabeth Ann Leland [email protected], [email protected] Gregory J Hollon [email protected], [email protected] Gregory L Watts [email protected], [email protected] Jerome F Birn , Jr [email protected] Juli E. Farris [email protected], [email protected] Karl Phillip Barth [email protected], [email protected] Larry Steven Gangnes [email protected], [email protected], [email protected], [email protected] Lisa M Mezzetti [email protected] Louis David Peterson [email protected], [email protected] Lynn Lincoln Sarko [email protected], [email protected] Matthew K Handley [email protected] Meredith N Landy [email protected] Michael Ramsey Scott [email protected], [email protected] Peter Scott Ehrlichman [email protected], [email protected], [email protected] Robert M Sulkin [email protected], [email protected] Roger M Townsend [email protected], [email protected] Sara M Folchi [email protected], [email protected] Seth Aronson [email protected] Stellman Keehnel [email protected], [email protected] Steve W. Berman [email protected], [email protected] Steven J Toll [email protected]



Vivi Tran [email protected] 2:07-cv-1764 Notice will not be electronically mailed to: Southwest Carpenters Pension Trust The following document(s) are associated with this transaction:

Document description:Main Document Original filename:n/a Electronic document Stamp: [STAMP dcecfStamp_ID=1035929271 [Date=10/23/2009] [FileNumber=3098104- 0] [596959b0976dab0bec07b20c4cb5c0783c931976c7b7dbc8487f93c8a6a3686d09 4ccc8a637e9488ea3a3e7050157d956db2f04306c8e565cd49d179b778b952]] Document description: Exhibit A to Stipulation of Settlement - Order for Notice and Hearing [Proposed] Original filename:n/a Electronic document Stamp: [STAMP dcecfStamp_ID=1035929271 [Date=10/23/2009] [FileNumber=3098104- 1] [4a69d757299e4b9cd43501d2bb7c4eb68e8d4a68c0e60d0d19d67d6f03af481ad4 4c99a559dd2c3fce77dd2a406fd9112696fb6ba02e2c3dc63430710ad95550]] Document description: Ex A-1 to Stipulation of Settlement - Notice of Proposed Settlement of Class Action Original filename:n/a Electronic document Stamp: [STAMP dcecfStamp_ID=1035929271 [Date=10/23/2009] [FileNumber=3098104- 2] [6f11012c8b026912008b7ffdf54e1bfc6dfaa3dbe0d8ba1e1d515b7ef50b6e5db5 bcaf73b0491ec7d03e35a94bbbd6a65a117934c41acdb1fa3106cf022e744d]] Document description: Exhibit A-2 to Stipulation of Settlement - Proof of Claim and Release Original filename:n/a Electronic document Stamp: [STAMP dcecfStamp_ID=1035929271 [Date=10/23/2009] [FileNumber=3098104- 3] [37cc1b3d4176eee1a3f6afea16a55116947379a50b6a875bd36bf29313d211c1fb 595f7c0657b3a1b063365f7e0c1e5a4af245b4ad37ad55696ff4beebc3763e]] Document description: Exhibit A-3 to Stipulation of Settlement - Summary Notice Original filename:n/a Electronic document Stamp: [STAMP dcecfStamp_ID=1035929271 [Date=10/23/2009] [FileNumber=3098104- 4] [71d4a54a8f0ebe78865880d472582d37d2db1a24e25be4ef3825dfa5646aeb289d a5cc054e9a8bad15593a93adc995d81c8c7ae093acc767eb00e04282232516]] Document description: Exhibit B to Stipulation of Settlement - Order and Final Judgment [Proposed] Original filename:n/a Electronic document Stamp: [STAMP dcecfStamp_ID=1035929271 [Date=10/23/2009] [FileNumber=3098104- 5] [00643150db3102e96fbd35efe75a5691f5b10cb0a4d065da21445cd132c946b80a 9c673509bf071502ff301652e8e93964506f8958f264ba9f06953b25f6471b]]

