Free Motion for Miscellaneous Relief - District Court of Colorado - Colorado

Case 1:04-cv-00665-RPM

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EXHIBIT A-2

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 04-cv-00665-RPM DAVID HELLER, On Behalf of Himself and All Others Similarly Situated, Plaintiff, v. QUOVADX, INC., LORINE R. SWEENEY and GARY T. SCHERPING, Defendants. PROOF OF CLAIM AND RELEASE EXHIBIT A-2

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I.

GENERAL INSTRUCTIONS 1. To recover as a member of the class based on your claims in the action entitled Heller

v. Quovadx, Inc., et al., Civil Action No. 04-cv-00665-RPM (the "Action"), you must complete and, on page ___ hereof, sign this Proof of Claim and Release. 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 settlement in the Action. 3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM

AND RELEASE POSTMARKED ON OR BEFORE DECEMBER 26, 2006, ADDRESSED AS FOLLOWS: Quovadx Securities Litigation Claims Administrator c/o RG/2 Claims Administration LLC P.O. Box 59479 Philadelphia, PA 19102 If you are NOT a Member of the Settlement Class, as defined in the Notice of Pendency and Proposed Settlement of Class Action ("Notice"), DO NOT submit a Proof of Claim and Release form. 4. If you are a Member of the Settlement 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.

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II.

DEFINITIONS 1. 2. 3. "Defendants" means Quovadx and the Individual Defendants. "Individual Defendants" means Lorine R. Sweeney and Gary T. Scherping. "Released Persons" means each and all of the Defendants and each and all of their

Related Parties. III. CLAIMANT IDENTIFICATION 1. If you purchased or acquired Quovadx common stock 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 Quovadx 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 QUOVADX 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 represented by them and 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. -2-

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IV.

CLAIM FORM 1. Use Part II of this form entitled "Schedule of Transactions in Quovadx Common

Stock" to supply all required details of your transaction(s) in Quovadx common stock. If you need more space or additional schedules, 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. 2. On the schedules, provide all of the requested information with respect to all of your

purchases or acquisitions and all of your sales of Quovadx common stock which took place at any time between October 22, 2003 and March 15, 2004, inclusive (the "Class Period"), 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 in the Class Period 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 Quovadx

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 above requests are designed to provide the minimum amount of information

necessary to process the most simple claims. The Claims Administrator may request additional information as required to efficiently and reliably calculate your losses. In some cases where the Claims Administrator cannot perform the calculation accurately or at a reasonable cost to the Settlement Class with the information provided, the Claims Administrator may condition acceptance

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of the claim upon the production of additional information and/or the hiring of an accounting expert at the Claimant's cost.

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UNITED STATES DISTRICT COURT DISTRICT OF COLORADO Heller v. Quovadx, Inc., et al. Civil Action No. 04-cv-00665-RPM PROOF OF CLAIM AND RELEASE Must be Postmarked No Later Than: December 26, 2006 Please Type or Print PART I: CLAIMANT IDENTIFICATION

Beneficial Owner's Name (First, Middle, Last)

Street Address

City

State

Zip Code

Foreign Province

Foreign Country Individual

Social Security Number or Taxpayer Identification Number

Corporation/Other (work)

Area Code

Telephone Number (home)

Area Code

Telephone Number

Record Owner's Name (if different from beneficial owner listed above)

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PART II: A. B.

SCHEDULE OF TRANSACTIONS IN QUOVADX COMMON STOCK Number of shares of Quovadx common stock held at the beginning of trading on October 22, 2003: ________ Purchases or Acquisitions of Quovadx common stock (October 22, 2003 ­ March 15, 2004, inclusive): Number of Shares Purchased or Acquired 1. ________________ 2. ________________ 3. ________________ Total Purchase or Acquisition Price 1. ________________ 2. ________________ 3. ________________

Trade Date Mo. Day Year 1. ________________ 2. ________________ 3. ________________ C. D.

IMPORTANT: Identify by number listed above all purchases in which you covered a "short sale": ________ Sales of Quovadx common stock (October 22, 2003 ­ March 15, 2004, inclusive): Number of Shares Sold 1. ________________ 2. ________________ 3. ________________ Total Sales Price 1. ________________ 2. ________________ 3. ________________

Trade Date Mo. Day Year 1. ________________ 2. ________________ 3. ________________ E.

Number of shares of Quovadx common stock held at close of trading on March 15, 2004: ____________

If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page. YOU MUST READ AND SIGN THE RELEASE ON PAGE __________.

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V.

SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS I (we) submit this Proof of Claim and Release under the terms of the Stipulation of

Settlement dated as of April 4, 2006 ("Stipulation") described in the Notice. I (we) also submit to the jurisdiction of the United States District Court for the District of Colorado, with respect to my (our) claim as a Settlement Class Member (as defined in the Notice) and for purposes of enforcing the release set forth herein. I (we) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Action. I (we) agree to furnish additional information to Lead Counsel to support this claim if required to do so. I (we) have not submitted any other claim covering the same purchases or sales of Quovadx common stock during the Class Period and know of no other Person having done so on my (our) behalf. VI. RELEASE 1. I (we) hereby acknowledge full and complete satisfaction of, and do hereby fully,

finally and forever settle, release, relinquish and discharge, all of the Released Claims against each and all of the Defendants and each and all of their "Related Parties," defined as each of a Defendant's past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, agents, controlling shareholders, attorneys, accountants or auditors, advisors, investment advisors, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, related or affiliated entities, any entity in which a Defendant has a controlling interest, any members of an Individual Defendant's immediate family, or any trust of which the Individual Defendant is the settlor or which is for the benefit of the Individual Defendant's family.

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2.

"Released Claims" shall collectively mean all claims (including Unknown Claims as

defined below), demands, rights, liabilities and causes of action of every nature and description whatsoever, known or unknown, whether or not concealed or hidden, asserted or that might have been asserted (including, but not limited to, all claims arising out of or relating to any acts, omissions, disclosures, public filings, registration statements, financial statements, or statements by the Defendants, including without limitation claims for negligence, gross negligence, constructive or actual fraud, negligent misrepresentation, conspiracy, breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, or violations of any state or federal statutes, rules or regulations) arising out of, relating to, or in connection with the purchase or acquisition of Quovadx common stock by the Lead Plaintiff or any Settlement Class Member during the Class Period and the allegations that have been or could have been asserted by any member of the Settlement Class in the Action against the Defendants. Released Claims expressly excludes any claims arising under §§11 and 15 of the Securities Act of 1933, including the claims that are the subject of Henderson v. Quovadx, Inc., et al., Civil Action No. 04-cv-1006-RPM (D. Colo.). 3. "Unknown Claims" shall collectively mean all claims, demands, rights, liabilities, and

causes of action of every nature and description which the Lead Plaintiff or any Settlement 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 which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Lead Plaintiff shall expressly waive, and each of the

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Settlement Class Members shall be deemed to have waived, and by operation of the Judgment shall have waived, the provisions, rights and benefits of California Civil Code §1542, which provides: A general release does not extend to claims which the creditor does not know or 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. The Lead Plaintiff shall expressly and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived 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 California Civil Code §1542. The Lead Plaintiff and Settlement Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but the Lead Plaintiff shall expressly fully, finally and forever settle and release, and each Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released, any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Lead Plaintiff acknowledges, and the Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part.

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4.

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. 5. 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. 6. I (We) hereby warrant and represent that I (we) have included information about all

of my (our) transactions in Quovadx common stock that occurred during the Class Period as well as the number of shares of Quovadx common stock held by me (us) at the opening of trading on October 22, 2003, and at the close of trading on March 15, 2004.

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SUBSTITUTE FORM W-9 Request for Taxpayer Identification Number ("TIN") and Certification PART I NAME: Check appropriate box: Individual/Sole Proprietor Corporation IRA Partnership Other Pension Plan Trust

Enter TIN on appropriate line. o o For individuals, this is your Social Security Number ("SSN"). For sole proprietors, you must show your individual name, but your may also enter your business or "doing business as" name. You may enter either your SSN or your Employer Identification Number ("EIN"). For other entities, it is your EIN. or __-_______ Employer Identification Number PART II For Payees Exempt from Backup Withholding If you are exempt from backup withholding, enter your correct TIN in Part I and write "exempt" on the following line: _________________________ PART III Certification UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT: 1. 2. The number shown on this form is my correct TIN; and I (we) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(C) of the Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) - 11 -

o

___-__-____ Social Security Number

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have not been notified by the Internal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to backup withholding. NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross out Item 2 above. SEE ENCLOSED FORM W-9 INSTRUCTIONS The Internal Revenue Service does not require your consent to any provision of this document other than the certification 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 ________________________, (Month/Year) in _____________________, _______________________________________. (City) (State/Country) ________________________________ (Sign your name here) ________________________________ (Type or print your name here) ________________________________ (Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor or Administrator)

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ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. Reminder Checklist: 1. 2. 3. 4. 5. Please sign the above release and declaration. Remember to attach supporting documentation, if available. Do not send original stock certificates. Keep a copy of your claim form for your records. If you desire an acknowledgment of receipt of your claim form, please send it

Certified Mail, Return Receipt Requested. 6. If you move, please send us your new address.

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