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MILBERG WEISS LLPJEFF S. WESTERMAN (SBN 94559)E-mail: jwesterman@milbergweiss.comKAREN T. ROGERS (SBN 185465)E-mail: krogers@milbergweiss.comCHERYL A. WILLIAMS (SBN 193532)E-mail: cwilliams@milbergweiss.comOne California Plaza300 S . Grand Avenue, Suite 3900Los Angeles, CA 90071-3172Telephone : (213) 617-1200Facsimile : (213) 617-1975

Lead Counsel for the Class

CHARLES J. PIVENE-mail: piven@browerpiven.comBROWER PIVEN, A Professional CorporationThe World Trade Center-Baltimore401 E. Pratt Street, Suite 2525Baltimore, Maryland 21202Telephone: (410) 332-0030Facsimile: (410) 685-1300

Plaintiff's Counsel

[Additional Counsel appear on Signature Page]

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

THOMAS O. MORGAN, Individually and onBehalf of all others Similarly Situated,

Plaintiff,

vs.

AXT, INC., and MORRIS S . YOUNG,

Case No. C-04-04362 MJJ

DOCUMENT SUBMITTED UNDER SEAL

DECLARATION OF CHARLES J. PIVEN INSUPPORT OF PLAINTIFFS' RESPONSE TOTHOMAS O. MORGAN'S OBJECTIONS TOTHE PROPOSED SETTLEMENT

DefendantsDATE: February 25, 2008TIME: 9:30 a.m.CTRM : 11, 19th FloorJUDGE: Hon. Martin J. Jenkins

PIVEN DECL. IN SUPPORT OF PLAINTIFFS' RESPONSE TO THOMAS O.MORGAN'S OBJECTIONS TO THE PROPOSED SETTLEMENTCASE NO. C-04-04362 MJJ

DOCS\427122v1

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I, CHARLES J. PIVEN, declare as follows:

1. I am a member in good standing of the Maryland bar. I am a principal ofBROWER

PIVEN, A Professional Corporation, one of the counsel of record for the Class. I submit this

declaration in support of Plaintiffs' Response to Thomas O. Morgan's Objection to the Proposed

Settlement. I have personal knowledge ofthe matters set forth in this declaration, and, if called as a

witness, I could and would testify competently thereto.

2. Attached hereto as Exhibit A is a true and correct copy of an email I received from

Mr. Morgan and my reply dated November 15, 2004.

3. Mr. Thomas O. Morgan retained my law firm to represent him in pursuing his

representative claims against the Defendants in this class action, AXT, Inc. and Morris Young.

4. On about September 21, 2005, the Court dismissed the initial consolidated complaint

with leave to amend. At some point after the Court's opinion, Jeff Westerman ofMilberg Weiss and

I began discussing with Mr. Morgan the reasons to attempt to settle the case. After the operative

amended complaint was filed and the motion to dismiss fully briefed and submitted, Mr. Westerman

and I convinced Mr. Morgan to authorize a settlement demand to Defendants.

5. I understand that on November 9, 2006, the parties attended a private mediation

session before the Hon. Fern Smith (Ret.). I was not in attendance. The negotiation parameters and

realistic expectations were discussed extensively with Mr. Morgan in advance of that date.

Throughout the day, Plaintiffs' counsel contacted Mr. Morgan by telephone to discuss the progress

of the settlement negotiations and to communicate all settlement offers made by Defendants, and to

request advance authority for all counter demands. Near the end of the day, after several back and

forth offers and demands, as counsel and Mr. Morgan considered the most recent settlement offer

from Defendants, Mr. Morgan reacted with very strong emotion at the level of settlement being

approached at that stage, which would generate only a fraction of his losses under the terms of the

pending offer. He then indicated that his estimated recovery was so small as not to justify his

continued involvement as a Lead Plaintiff, and he asked to withdraw from his role as lead plaintiff.

PIVEN DECL. IN SUPPORT OF PLAINTIFFS' RESPONSE TO THOMAS O.MORGAN'S OBJECTIONS TO THE PROPOSED SETTLEMENTCASE NO. C-04-04362 MJJ

-1-

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I He asked counsel to make additional statements to the mediator, and the statements were ones with

which counsel did not concur or think were in the best interests of the Class to make.

6. With few exceptions, following the last mediation communication with Mr. Morgan,

he refused to engage in oral communication with counsel and would only communicate by email.

Receipt by the undersigned of Mr. Morgan's Objection dated January 31, 2008 was the first time I

became aware ofthe full nature and extent ofMr. Morgan's dissatisfaction with his counsel and was

the first time I learned of many of the events and accusation described in the Objection. For

example, I never knew until reading the Objection that Mr. Morgan contacted an assistant U.S.

Attorney involved in the prosecution against Milberg Weiss nearly 10 months before the November

9th mediation or that Mr. Morgan had sent letters to the Court dated November 15, 2006 and

November 20, 2006

7. Attached hereto as Exhibit B are true and correct copies ofemails I received from Mr.

Morgan and my replies dated October 25, 2007 through November 7, 2007.

8. Attached hereto as Exhibit C is a true and correct copy of an email from me to Mr.

Morgan dated November 18, 2004 and the attached retainer letter sent to Mr. Morgan with this

email. As is clear from the retainer letter, M. Morgan was told that his interests could never be

placed ahead of the best interests of the class.

9. Mr. Morgan repeatedly wrote to me about the individual claims he wanted to pursue

I against his broker with whom he traded in AXT stock. However, the undersigned refused to

I represent Mr. Morgan regarding claims against his broker. Rather, I referred him to other counsel to

evaluate his possible claims against his broker. Attached hereto as Exhibit D is a true and correct

copy of an email exchange between myself and Mr. Morgan dated August 29, 2005. A sentence

referring to the substance of Mr. Morgan's interactions with other attorneys has been redacted.

10. Attached hereto as Exhibit E is a true and correct copy of the email I received from

Mr. Morgan dated April 5, 2005. At no time did I ever tell Mr. Morgan that he had special rights as

a Lead Plaintiff that would net him any pecuniary benefit beyond his pro-rata share of any recovery

and Court-approved reimbursement allowed under the PSLRA.

PIVEN DECL. IN SUPPORT OF PLAINTIFFS' RESPONSE TO THOMAS O.MORGAN'S OBJECTIONS TO THE PROPOSED SETTLEMENT -2-CASE NO. C-04-04362 MJJDOCS\427122v1

11. Though I have no independent recollection ofthe specific numbers discussed, it is my

understanding that during a conference call with Lead Counsel and Mr. Morgan on the day of the

November 9, 2006 mediation, I gave Mr. Morgan aper share estimated recovery of approximately

19 cents per share based on the approximately 14,000 shares he continued to hold at the end of the

Class Period, assuming a settlement of $3 million, attorneys' fees of 25 percent, and that only two-

thirds of claimants would file a claim.

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12. Plaintiffs' counsel had a preliminary damage analyses performed by experts, who

reached damage estimates of approximately $11 to $25 million depending on what assumptions were

used. Mr. Morgan was told that one expert viewed the $11 million calculations as the more

conservative and realistic approach for use at trial. I had no source of information that would have

allowed me to advise (nor did I advise) Mr. Morgan that Lead Counsel had any sound damage

analysis that even approached $250,000,000. It is possible that Mr. Morgan was confusing market

losses with legitimately arguable damages.

13. Attached hereto as Exhibit F is a true and correct copy of the email I received from

Mr. Morgan on November 9, 2006 and my subsequent reply on December 6, 2006.

14. Attached hereto as Exhibit G is a true and correct copy of the email I received from

Mr. Morgan on November 14, 2007 and my subsequent reply on November 16, 2007.

15. Attached hereto as Exhibit H is a true and correct copy of Mr. Morgan's sworn

Plaintiffs Certification. Consistent with the language in the PSLRA and Mr. Morgan's sworn

Certification, Counsel advised Mr. Morgan of his right to petition the Court for his time and

expenses and advised him to keep time records and that he would only be paid such a reimbursement

out of the class recovery pool with prior Court approval. He was not told that this or any amount

would come out of any attorney fee award. Nor was he ever told that he would be paid as an

"investigator" for the Class.

PIVEN DECL. IN SUPPORT OF PLAINTIFFS' RESPONSE TO THOMAS O.MORGAN'S OBJECTIONS TO THE PROPOSED SETTLEMENTCASE NO. C-04-04362 MJJDOCS\427122v1

-3-

1 16. 1 remain available to provide whatever additional information I can provide in

2 response to further inquiry by the Court.

3 I declare under penalty of perjury under the laws of the United States of America that the

4 foregoing is true and correct . Executed February 20, 2008 in Baltimore , Maryland.

CHARLES J. PIVEN7

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28 PIVEN DECL. IN SUPPORT OF PLAINTIFFS' RESPONSE TO THOMAS 0.MORGAN'S OBJECTIONS TO THE PROPOSED SETTLEMENT -4-

Exhibit A

Page 1 of i

Charles Piven

From : Charles Piven

Sent : Monday, November 15, 2004 4:11 PM

To: 'MorganTOCaol.com'

Subject : RE: AXTI

lease call me at 410-332-0030 . Where do you live? Charles Piven

The information being transmitted with this email communication is intended only for the person or entity to which it is addressed and may

ontain confidential and/or privileged material. If you are an actual or a prospective client of Law Off-ices Of Charles J. Piven, P.A. and this email

elates to that actual or potential representation. the contents of this email are subject to the attorney/client and/or attorney work product

rivilege. Any review, retransmission, dissemination or other unauthorized use of, or the taking of any action in reliance upon, this information

)y persons or entities other than the intended recipient is prohibited. and any retransmission.dissenination or other unauthorized use of this

nformation by an actual or prospective client of this firm may constitute a waiver of the attorneyclient and/or attorney work product privilege

rid may result in possible significant negative consequences. if you have received this email in error, please contact the sender and delete thenateriai from any computer on which it was received in error.

----Original Message-----'rom: MorganTOraiaol.com [mailto:MorganTO!a?,aol.com])ent: Monday, November 15, 2004 12:54 PMCo: Marv Hoffmanubject:+

recently read a notification that you are handling class action suits against AXTI. I was a long-time investor in AXTItnd, in fact, participated in the IPO because my broker helped set it up.

vly broker lost my entire life savings of $400K in 2001 and I have been pursuing action against him. AXTI trading wasone of the reasons. I noticed suspicious patterns of trade in AXTI in September of 2002 and notified the SEC, but theyook no action at the time. Prudential Bache however did fire their chief AXTI analyst, Hans Mosesmanrt, in January of?003 and I believe these actions are related.

Zecently , the lawyer I contacted about the suit against my broker has stated I may be past the statute of limitationsleadline. But I believe representations the broker made to me about the health of AXTI were one of the reasons I wasardy in fi ling the claim. So I am also looking for an attorney to handle my claim against my broker on a contingency)asis and instead of arbitration.

.f you would be interested in accepting me as a member of the class and handling the claim against the broker I wouldike to send to you the material that I provided to the original attorney in the brokerage case.

Fhank you,iincerely,fom Morgan

2/7/2008

Exhibit B

Charles Piven

From : Charles PivenSent : Thursday, October 25, 2007 9:44 PMTo: 'MorganTO @ aol.com'Cc: 'JWesterman @ milbergweiss.com'Subject : Re: AXTI

Tom: I will get it to you soon after I have it. Would you be willing to discuss your concerns to allow me the

opportunity to address them? You will certainly be free to take whatever action you choose even after aconversation with me. Let me know. Thanks. Charles

Sent from my BlackBerry Wireless Handheld

----- Original Message -----From: MorganTO@aol.com <MorganTO@aol.com>To: Charles Piven

Cc: JWesterman@,milbergweiss.com <JWestennan!a?milbergweiss.com>Sent: Thu Oct 25 14:51:27 2007 4Subject: Re: AXTI

In a message dated 10/23/2007 8:05:15 P.M. Eastern Daylight Time, pivenr ubrowerpiven.com writes:

Tom: I shall be glad to send you a copy of the Notice and Claim Force by email, as well. Charles

Dear Mr. Piven,

Thank you.I assume this means that you will provide the notification as soon as you hear, and in a timely enough fashion toallow me write and submit my objections.

Sincerely,Torn

See what's new at AOL_com <http:/!w www.aol.com?NCID=AOLCMPa030000000 1 170> and Make AOL YourHomepage <http ://wiw, w.aol.com/mksplash.adp?NCID=AOLCMP00300000001 169> .

Page. 1 of I

Charles Piven

From : MorganTO@aol.com

Sent: Thursday, October 25, 2007 9:43 PM

To: Charles Piven

Subject: Re: AXT1

In a message dated 10/25/2007 9:41:53 P.M. Eastern Daylight Time, piven@browerpiven .com writes:

Tom: I will get it to you soon after I have it. Would you be willing to discuss your concerns to allow me the opportunity toaddress them? You will certainly be free to take whatever action you choose even after a conversation with me. Let meknow. Thanks. Charles

Always open to discussion.

See what's new at AOL.com and Make AOLYour.Homepage.

2/7/2008

Charles Piven

From : Charles PivenSent : Thursday, October 25, 2007 10:17 PMTo: 'MorganTO @ aol.com'Subject : Re: AXTt

Do you have any time mid-day tomorrow? If so, send me a time and a number. Thanks.

Sent from my BlackBerry Wireless Handheld

----- Original Message -----From: MorganTM-0ol.com <MorganTOa aol.com>To: Charles Piven

Sent : Thu Oct 25 21:43:10 2007Subject: Re: AXTI

In a message dated 10/25/2007 9:41:53 P.M. Eastern Daylight Time, piven cr browerpiven .com writes:

Toni: I will get it to you soon after I have it. Would you be willing to discuss your concerns to allow methe opportunity to address them? You will certainly be free to take whatever action you choose even after aconversation with me. Let me know. Thanks. Charles

Always open to discussion.

See what's new at AOL.com <hltp://w 'w.aol.conl'?NCID=AOLCMP00300000001170> and Make AOL YourHomepage <http://w-w1,,,.aol.com/mksplash.adp?NCID=AOLCMPOO300000001169> .

Page i of I

Charles Piven

From : MorganTO@aoi.com

Sent : Thursday, October 25, 2007 10:58 PM

To: Charles Piven

Subject : Re: AXTI

In a message dated 10/25/2007 10:13:53 P.M. Eastern Daylight Time, piven@browerpiven.com writes:

Do you have any time mid-day tomorrow? If so, send me a time and a number. Thanks.-------------------------

The reason that I am so concerned about the deadline is because I am on a business trip at the moment, and I have another onescheduled for the week after next. That has limited my availability, and I won't be near a phone tomorrow.

I am going to try to schedule my letter writing for the court for next week, when I can turn my attention to the matter more fully, andget it out before I leave the week later.

See what's new at AOL.com and Make AOL Your.!_iome age.

2/7!2008

Page 1 of I

Charles Piven

From : Charles Piven

Sent : Thursday, October 25, 2007 11:30 PM

To: 'MorganTO©aol.com'

Subject : RE: AXTI

Let me know when you would like to chat.

Charles J. PivenAdmitted in Maryland only

phyent, r-m _erpriV_e_n, om

Brower PivenA Professional Corporation

The World Trade Center-Baltimore 488 Madison Avenue

401 East Pratt Street, Suite 2525 Eighth Floor

Baltimore , Maryland 21202 New York, New York 10022

Telephone: 410-332-0030 Telephone: 212-501-9000Facsimile: 410-685-1300 Facsimile: 212-501-0300

The infartnation being transmitted with this email communication is intended only for the person or entity to which it is addressed and may contain

confidential and/or privileged material. if you are an actual or a prospective client ofBrower Piven, A Professional Corporation, and this entail relates tothat actual or potential representation. the contents of this email are subject to the attorney/client and/or attorney work product privilege. Any review,

retranstnission, dissemination or other unauthorized use of, or the taking of any action in reliance upon, this information by persons or entities other than

the intended recipient is prohibited, and any retransmission, dissemination or other unauthorized use of this information b. an actual or prospective client

of this firm nuiv constitute a waiver of the attorney/client and/or attorney work product privilege and may result in possible significant negativeconsequences. If you have received this email in error, please contact the sender and delete the material froth anV computer on which it was received inerror.

Tax Advice Disclosure: To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice

contained in this communication (including any allacluuents), unless othenvise specifically stated, are not intended or written to he used, and cannot heused, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party anymatter s addressed herein.

From : MorganTO@aoi.com [mailto:MorganTO@aol.com]Sent : Thursday, October 25, 2007 10:58 PMTo: Charles PivenSubject: Re: AXTI

In a message dated 10/25/2007 10:13:53 P.M. Eastern Daylight Time, piven@browerpiven.com writes:

Do you have any time mid-day tomorrow? If so, send me a time and a number. Thanks.--------------------------

The reason that I am so concerned about the deadline is because I am on a business trip at the moment, and I have another onescheduled for the week after next. That has limited my availability, and I won't be near a phone tomorrow.

I am going to try to schedule my letter writing for the court for next week, when I can turn my attention to the matter more fully, andget it out before I leave the week later.

See what's new at AOL.com and Make AOL Your Homepage.

2/7/2008

Page 1 of I

Charles Piven

From : MorganTO@aol.com

Sent : Friday, October 26, 2007 8:22 AM

To: Charles Piven

Subject : Re: AXT1

In a message dated 10/25/2007 11:27:48 P.M. Eastern Daylight Time, piven @browerpiven.com writes:

Let me know when you would like to chat.

OK, but !et me know as soon as you hear about a filing deadline- I must get started writing by next Monday at the latest.

See what ' s new at AOL.com and Make AOL Your Home age.

'_!7/2008

PageIof I

Charles Piven

From : Charles Piven

Sent : Friday, October 26, 2007 9:08 AM

To: 'MorganTO ©aoi.com'

Subject : RE: AXTI

Tom: I am not sure I understand your time issue. You can write now in anticipation of receiving the deadline whichwill be a while beyond when you get the notice. As you have seen, little happens on short notice in this business.Being pressed for time is simply not reason for concern here. Once again, let me know when you can speak about allthis. Charles

Charles J. PivenAdmitted in IN1aryiand only

piKe3l q hr(3wwgrpIE'i11.com

Brower PivenA Professional Corporation

The World Trade Center-Baltimore 488 Madison Avenue401 East Pratt Street, Suite 2525 Eighth FloorBaltimore, Maryland 21202 New York, New York 10022Telephone: 410-332-0030 Telepihone:212-501-9000Facsimile: 410-685-1.300 Facsimile: 212-50.1-0300

The infornuulon being transmitted with this entail communication is intended only for the person or entity to which it is addressed and nary containconfidential and%ar privileged material. If you are an actual or a prospective client ofBrower Piven, A Professional Corporation, and this entail relates tothat actual or potential representation, the contents of this entail are subject to the attorney/cfient and/or attorney work product privilege. Any review,retransmission, dissemination or other unauthorized use of. or the taking of anv action in reliance upon, this information by persons or entities other thanthe intended recipient is prohibited, and any retransmission, dissemination or other unauthorized use of this information by an actual or prospective clientof this firm trtav constitute a waiver of the attorney/client and/or attorney work product privilege and may result in possible significant negative

consequences. If you have received this entail in error, please contact the sender and delete the ntnterial from or computer on which it was received inerror.

Tax Advice Disclosure: To ensure compliance with requirements imposed by the IRS under Circular 231), we inform you that any U.S. federal tax advice

contained in this comnutnicaiion (including any attachinents), unless otherwise specificallt- stated, are not intended or written to be used, and cannot beused, for the purpose or (I) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party any

matters addressed herein.

From: MorganTO@aol.com [mailto:MorganTO@aol.com]Sent: Friday, October 26, 2007 8:22 AMTo: Charles PivenSubject: Re: AXTI

In a message dated 10/25/2007 11:27:48 P.M. Eastern Daylight Time, piven @ browerpiven .com writes:

I Let me know when you would like to chat.

OK, but let me know as soon as you hear about a filing deadline. I must get started writing by next Monday at the latest.

See what's new at AOL.com and Make AOLYour Homepacle .

2/7/2'008

Page I of I

Charles Piven

From : MorganTO@aol.com

Sent: Friday, October 26, 2007 9:09 AM

To: Charles Piven

Subject : Re: AXTI

In a message dated 10/2612007 9:05:14 A.M. Eastern Daylight Time, piven@browerpiven.com writes:

Toni: I am not sure I understand your time issue. You can write now in anticipation of receiving the deadline

which will be a while beyond when you get the notice. As you have seen, little happens on short notice in this

business. Being pressed for time is simply not reason for concern here. Once again, let me know when you

can speak about all this. Charles

I have to gather facts and information for the write-up, and I am quite busy on business travel. I am trying to do what I can inbetween time, but I don't want to miss any deadlines, as a result of not focusing. A deadline helps me focus.

See what 's new at AOL.com and Make AOL You r F{omepaae.

?/7/2008

Page I of I

Charles Piven

From : Charles Piven

Sent : Friday, October 26, 2007 9:14 AM

To: 'MorganTO@aol.com'

Subject : RE: AXTI

No guaranty, but assume it is the Monday of Thanksgiving weeks and you should be fine.

Charles J. PivenAdmitted in Maryla nd only

piven (i),brow erpi ^en.cortt

Brower PivenA Professional Corporation

The World Trade Center- Baltimore 488 Madison Avenue

401 East Pratt Street, Strite 2525 Eighth FloorBaltimore, Maryland 21202 New York, New York 10022

Telephone ; 410-332-0030 Telephone:212-501-9000

Facsimile : 410-685 - 1300 Facsimile : 212-501-0300

The information being transmitted with this email communication is intended only for the person or entity to which it is addressed and may containconfidential and/or privileged material Ifyou are an actual or a prospective client of Brower Piven, :f Professional Corporation, and this email relates tothat actual or potential representation, the contents of this email are subject to the attorney/client and/or attorney work product privilege. Any review.retransmission, dissemination or other unauthorized use of, or the taking of any action in reliance upon, this infornuition by persons or entities other thanthe intended recipient is prohibited, and airy retransmission, dissemination or other unauthorized use of this infarmoion by an actual or prospective clientof this firm may constitute a waiver of the attorney/client and/or attornmtv work product privilege and may result in possible significant negativeconsequences. If you have received this email in error, please contact the sender and delete the materialfrom inns computer on which it was received inerror.

Tax Advice Disclosure: To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advicecontained in this conununication (including any attachments), unless otherwise specifically stated, are not intended or written to be used, and cannot beused, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party anymatters addressed herein.

From: MorganTO@aol.com [mailto:MorganTO@aol.corn]Sent: Friday, October 26, 2007 9:09 AMTo: Charles PivenSubject: Re: AXTI

In a message dated 10/26/2007 9:05:14 A.M. Eastern Daylight Time, piven@ browerpiven .com writes:

Tom: I am not sure I understand your time issue. You can write now in anticipation of receiving the deadlinewhich will be a while beyond when you get the notice. As you have seen, little happens on short notice in thisbusiness. Being pressed for time is simply not reason for concern here. Once again, let me know when you canspeak about all this. Charles

I have to gather facts and information for the write-up, and I am quite busy on business travel. I am trying to do what I can inbetween time, but I don't want to miss any deadlines, as a result of not focusing. A deadline helps me focus.

See what's new at AOL. corp and Make.AOL.Your_I-4omepage.

2/7/2008

AX l' - Order re Settlement

Charles Piven

From: Charles Piven

Sent: Wednesday, November 07, 2007 10:07 PM

To: 'MorganTO @ aol.com'

Subject : AXT - Order re Settlement

Attachments : order 11-6-07.pdf

Tracking: Recipient Delivery

'MorganTO@aol.com'

Westerman@milbergweiss.com

David A.P. Brower

cwilliams@milbergwe'iss.com

Delivered : 11/7/2007 10:07 PM

rage 1 or 1

Torn: Attached is the document you have been waiting for, an order preliminarily approving the settlement and the notice

and claim form that the Court has ordered to be sent to class members. As promised, you have plenty of time to file any

objection with the Court (until 1/31/08). As described in the attached document, you may also opt out of the settlement

and pursue your own claim. As we are no longer your counsel beyond your capacity as a member of the class entitled toshare in the recovery, I will not agree to keep confidential a draft of anything you are considering filing with the Court.

Thus, please do not send me anything you are not willing for me to share with my co-counsel in this case and/or others.If you have concerns about what you plan to include in any filing, I strongly suggest that you retain your own lawyer toadvise you in that regard. I am prepared, with someone from my firm or Milberg Weiss on the call with me, to discusswith you the issues that concern you with the hope that we can address those issues and satisfy any of your concerns. Thebottom line is that we had a case the outcome of which was uncertain such that our judgment was that settlement underthe terms described in the attached Order was in the best interests of the class. Please let us know if you would like todiscuss this. If you choose to retain counsel, please understand that it would then be appropriate that our communicationswith you be through your attorney, only- Thank you for your patience, and I trust you will be satisfied with the time(over 2 months) you have to take whatever action you deem appropriate. Charles

Charles J. PivenAdmitted in Maryland onI3

piy'en(tT.1 ro`i ` et p yen.COY13

Brower PivenA Professional Corporation

The World Trade Center-Baltimore 488 Madison Avenue

401 East Pratt Street, Suite 2525 Eighth Floor

Baltimore, Maryland 21202 New York, New York 10022

Telephone: 410-332-0030 Telephone:212-501-9000

Facsimile: 410-685-1300 Facsimile: 212-501-0300

The infornutti(m being transmitted wills this email conunumcatlon is intended only for the person or entity to which it is addressed and inat' contain

confidential and/or privileged material. If you are an actual or a prospective client of Brower Piven, , t Professional Corporation, and this email relates to that

actual or potential represeniarion, the contents of this entail are subject to the attorney/client and/or attorney work product privilege. .Ant' review,

retransntission, dissemination or other unauthorized use of, or the taking oftiny action in reliance upon, this information by persons or entities other than the

intended recipient is prohibited, and any retransmission, dissenvnatiott or other unauthorized use ofthis information hi' an actual or prospective client of this

firm may constitute a waiver ofthe attorney client and/or attorney work product privilege and vier' result in possible significant negative consequences. Ifyou

have received this email in error, please contact the sender and delete the nutterialfront wig computer on which it was received in error.

Tax advice Disclosure: To ensure compliance with requirements imposed bey the IRS under Circular ??k we inform you that any U.S. federal tax advice

contained in this communication (htclu ding any attachmettis), unless ofherwise specffcal i' stated. are not intended or written to be used, and cannot he used,

for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party Omit tattlers

addressed herein.

2/7/2008

Page i of 2

Charles Piven

From : Charles Piven

Sent : Tuesday, November 06, 2007 6:53 PM

To: 'MorganTO@aol.com'

Subject : RE: AXTI settlement conference

I cannot really do that, but when I have time in the next few days I will send you an email explaining why.

Charles J. PivenAdmitted in Maryland only

?Iv_enCO'.browerpiyen,com

Brower PivenA Professional Corporation

The World Trade Center-Baltimore 488 Madison Avenue

401 East Pratt Street, Suite 2525 Eighth FloorBaltimore, Maryland 21202 New York, New York 10022Telephone: 410-332-0030 Telephone:212-501-9000Facsimile: 410-685-1300 Facsimile: 212-501-0300

The information being transmitted with this entail communication is intended only for the person or entity to which it is addressed and new contain

confidential and/or privileged material. Ifyou are an actual or a prospective client of Brower Piven , A Professional Corporation, and this email relates tothat actual or potential representation, the contents of this email are subject to the attornev!client and/or attorney work product privilege. Any review,retransmission . dissemination or other unauthorized use of, or the taking of any action in reliance upon , this information by persons or entities other thanthe intended recipient is prohibited, and any retransmission, dissemination or other unauthorized use of this information by an actual or prospective client

of this firm nary constitute a waiver of the attorney/client and/or attorney work product privilege and my result in possible significant negativeconsequences. Ifyou have received this ertwil in error, please contact the sender and delete the material from any computer on which it was received inerror.

Tar Advice Disclosure: To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any C.S. federal tax advice

contained in this communication (including any attachments), unless otherwise specifically stated, are not intended or written to be used, and cannot beused, for the purpose of (1) avoiding penalties under the Internal Revenue Corte or (2) promoting, marketing or recommending to another party anymatters addressed herein.

From : MorganTO@aof.com {mailto:MorganTO@aol.com]Sent : Tuesday, November 06, 2007 9:40 AMTo, Charles PivenSubject : Re: AXTI settlement conference

in a message dated 11/612007 9:09:47 A.M. Eastern Standard Time, piven@browerpiven.com writes:

Tom - The court has not approved the notice yet. Is there a time we could speak this afternoon or Friday? Ifso, send me a time and a number, and I shall call. Thanks. C

Dear Charles,

Before we speak , I want to have my statement to the Court prepared so we can focus our discussion on the topics in theobjection.

Under your promised seal of confidentially , and that it will not go to Milberg Weiss, I will send it to you first, and seek your adviceprior to submitting it. My questions will center on whether it puts me in any legal jeopardy.

Best.Tom

2/7/2008

Exhibit C

Page 1 of 2

Charles Piven

From : Charles Piven

Sent : Thursday, November 18, 2004 2:16 PM

To: 'morganto@aol_com'

Subject : AXT, Inc. (AXTI) Securities Litigation

Importance: High

Attachments : AXT.Client Letter.doc; AXT.Plaintiff's Certification.doc; AXT.Draft Compiaint.doc

'lie information being, transmitted with this entail communication is intended only for the person or entity to which it is addressed and may

'ontain confidential and/or privileged material. If you are an actual or a prospective client of Laii Offices Of Ch pries .1. Piven, P.A. and tft1S

'mail relates to that actual or potential representation, the contents of this email are subject to the attortte}?/client and/or allorner work

rroduct privilege. Air review, retransmission, dissemination or other unauthorized use of, or the taking of ant' action in reliance upon, this

nfornration by persons or entities other than the intended recipient is prohibited, and an;' retransmission, dissemination or other

rnautldorized use of this information by an actual or prospective client tf this firm Fna1' constitute a waiver of (lie attorneytclienl andlor

tttorney work product privilege and nifty result in possible significant negative consequences. If you have received this email in error, please:on tact the sender and delete the materialfrom any computer ern which it was received in error.

Thank you for contacting us. As one who has purchased, converted, exchanged or otherwise acquired

securities of the subject company during the period between February 6, 2 0 011 and April 27, 2004,inclusive (the "class period"), you likely are entitled to make a claim against any recovery that is

obtained. Our goal is to recover a portion of the difference between what you paid for your shares and,vhat you should have paid for the shares. To participate, we believe you must have purchased your;hares on a U.S. exchange (though the law may not be consistent for all circumstances). You are free totold or sell your shares; this does not affect your right to participate in any recovery. Any investmentlecisions should be made independently of this litigation and with input from your investment advisor.Though there may be a number of firms involved, ultimately, all cases will be consolidated, and all classcounsel will work in concert to prosecute the action to represent all members of the proposed class.Also, if new information comes to light, the proposed class period may be expanded. If you do decide

.o retain our firm and participate at this time, we will snake every effort to keep you updated (providedyou keep us updated regarding your email address and other contact information) regarding anysuccessful resolution to help ensure that you are able to make a timely claim for your pro-rata share ofmy recovery.

4ttached are documents for your review, including a cover letter setting forth terms of the proposed•epresentation, a Plaintiff's Certification to be completed and returned), and a draft complaint. If youire unable to open the attached documents, please contact us by telephone (410/3321-0030) or e-mail,immediately. This matter may be time sensitive. If you choose to participate as a plaintiff, it ismportant that you fax to us a copy of your signed and completed Certification as soon as possible. Our,ax number is (410/685-1300).

Please advise us if you have any connection with the subject company beyond being a shareholder (i.e.,you or a relative are/were an employee of or you or a relative is/was one who does/did business with the:ompany).

We undertake litigation of this type on a contingent fee basis, and we will be paid legal fees andreimbursement of expenses only if there is a recovery of money or other benefit on behalf of theproposed class, and, then, only after a court approves the total amount of fees and expenses. Anysettlement is also subject to Court approval. Further, class counsel will advance all expenses necessary

2/7/2008

Page 2) of 21

for the prosecution of the litigation. You will have no obligation to pay any attorneys' fees orexpenses, yourself. You need take no action now to be a member of the class.

If you have any questions, please feel free to contact us at pj.v_en pivenIaw. con1 . We look forward tothe opportunity to represent you. Thank you for your interest in this matter.

Charles J. Piven

2/7/2008

LAW OFFICES OF CHARLES J. PIVEN, P.A.-THE WORLD TRADE CENTER 0 BALTIMORE

CHARLES J. PIVEN SUITE 2525Email piven@pivenlaw.com 401 EAST PRATT STREET

Telephone (410) 332-0030

BALTIMORE, MARYLAND 21202Facsimile (410) 685-1300

MARSHALL N. PERKINS

Email perkins@pivenlaw.com

PERSONAL & CONFIDENTIALATTORNEY/CLIENT PRIVILEGED

Re: AXT, Inc. Securities Litigation

Dear Shareholder:

. Enclosed or attached please find a copy of a draft of a class action complaint. Pleasereview the draft, and contact us with any comments or questions that you may have.

Also, enclosed or attached is a Certification that we would appreciate you signing anddating where indicated. Please note that you will have to insert your name on the first line of theCertification and complete the purchase information (number of shares purchased/sold,purchase/sale price per share without commission and date for each trade during the classperiod). Please also note that, if applicable, you will have to complete the same information withregard to sales on a separate line. If this is being sent via e-mail, you will have to print theCertification. As this matter may be time sensitive, please return the Certification to me byfax (410/685-1300) as soon as possible . In addition, please provide your mailing address,telephone number and e-mail address when faxing the Certification to us. Kindly return theoriginally executed Certification to us by mail at your earliest convenience.

In the event you return a signed and completed Plaintiff's Certification, this letter willalso serve to confirm that you. have retained us to represent you in this litigation as a namedplaintiff and to describe the terms and conditions of our retainer agreement.

We agree to represent you and other class members in this litigation on a fully contingentbasis. This means that if, and only if, the lawsuit generates a fund for the class, will we seekpayment of our fees. The payment of our fees and the reimbursement of our expenses in this caseare subject to Court approval. Absent an order from the Court to the contrary, fees will becalculated as a percentage of the gross amount of the fund. If there is no recovery for the class,this firm will ordinarily recover no fees. You will not have to pay any fees or advancedexpenses yourself.

AXT, Inc. Securities LitigationPage 2

Class counsel will advance all costs and expenses that are deemed appropriate toprosecute the case. Such costs and expenses typically include items such as telephone, copyingand mailing charges, as well as more substantial items, such as the cost of travel, deposition andtrial transcripts, and expert witness and consultant fees. As discussed, above, if the lawsuitgenerates a fund for the class, class counsel will seek, exclusively by application to the Court, tohave costs and expenses paid from or reimbursed from that common fund.

You understand and agree that in the course of this class litigation, we may, based on thenotice stated herein, employ and/or work with other law firms and that any fees awarded may bedivided among the law firms in proportion to the services performed by each firm and/or asotherwise permitted by law. In such a circumstance, all such law firms will assumeresponsibility for the representation.

With respect to any monies recovered from defendants on behalf of the class, such fund,after deduction of Court-approved attorneys' fees and expenses, is ordinarily divided among themembers of the class (both named and unnamed) under Court supervision on a proportionatebasis determined by the loss incurred by each class member and based on an allocation approvedby the Court.

Files and papers compiled in connection with our investigation and prosecution of thismatter constitute the work product and property of our firm and of the other firms with which wework on this matter, and we retain complete control over such papers and files.

The purpose of the suit is to recover compensation to which you and the class may beentitled as a result of the wrongdoing of the defendants. As a class representative, you authorizeus and other lawyers we may work with, to We and prosecute a class action on your behalf. Aclass action is a lawsuit in which your claims against the defendants and the claims of otherpersons against the defendants will be tried together. Although the exact number of classmembers is not presently known, we believe that the class may include hundreds or thousands ofstockholders.

We believe that a class action is the best vehicle for prosecuting your damage claimsagainst the defendants. A class action will likely exert the greatest amount of pressure on the

defendants and thereby maximize the possible monetary award achieved by judgment orsettlement. We also believe a class action will enable us to establish the entire course of the

defendants' misconduct more fully than a lawsuit waged solely on your behalf would permit.This fuller demonstration, we believe, will make it easier to prove the defendants' liability and

increase the likelihood of recovering damages from the defendants.

We further believe a class action can provide a return large enough to justify theinvestments of time, energy and resources a successful lawsuit will require, whereas your ownclaim would not likely, by itself, justify the substantial commitment of resources needed tolitigate against the defendants successfully. Finally, we believe a class action will reducelitigation expenses, enabling you and other class members to retain a larger portion of any

AXT, Inc. Securities LitigationPage 3

monies recovered from the defendants for the class after the Court awards expenses andattorneys' fees from any recovery.

We cannot and do not guarantee that you will recover anything from the defendants.Whether you sue for yourself, alone, or on behalf of a class, there is always a risk of non-recovery. Although we believe you have a valid claim for compensation, we cannot and do notguarantee that a favorable result, by settlement or judgment, will be achieved.

It is important that you understand that if the Court decides to permit the lawsuit toproceed as a class action, we will not be able to put your interests ahead of those of other classmembers. We will have to respect equally the interests of all class members. Since we would berepresenting the interests of the entire class, we are required to make litigation and settlementrecommendations based upon the interests of the entire class.

Please note that all communications between us are subject to one or more privileges,including the attorney/client privilege, and you should make every attempt not to do anything towaive the privilege (e.g., do not share communications between us (oral or written) with anyone).

We look forward to representing you as we prosecute these claims to seek to recover thelosses and damages which you and the other investors in the referenced company have sufferedas a result of the alleged wrongdoing perpetrated by the defendants.

Please retain the enclosed in a file that you should maintain regarding this matter. If youhave returned your signed Certification, we will be available to keep you apprised of the status ofthis litigation.

Thank you, and best regards.

Very truly yours,

Charles LT. Piven

Charles J. Piven

CJP:mh - Enclosures

Exhibit D

Page I of I

Charles Piven

From : MorganTO@aof.com

Sent : Monday, August 29, 2005 3:09 PM

To: Charles Piven

Subject : Re: Reminder on USS Paine Webber

n a message dated 8/29/2005 1:28 :20 PM Eastern Standard Time , piven@ pivenlaw.com writes:

Toni - We have been over this repeatedly, and I have explained in detail why I would not get involved in that

case. In addition, _ {;a c{,a yr (including one I consulted with on your

behalf) and, I assume, the attorney in California whose name I had provided. I think the case is a loser, but as I haveexplained, other attorneys may disagree, and even if it is a loser on its face, just like one can lose cases one should win,one could, presumably, win a case one should lose. I am extremely familiar with the UBS suit, and if it is the one I knowabout, it is related to Mutual Funds and the fact that they pushed some funds over others (did you have such funs withthem?) due to a financial incentive. While similar to the conduct you complain of (being pushed into margin), it is not thesame thing. I hope this answers your question. Thank you. Charles

)ear Mr. Piven,

apologize if I created any impatience on your part with my questions about this case. That was surely not my intention. I do agreehat we have discussed this before, but my query this time was directed towards two specific questions, which I believe wereiifferent from the matter as we have approached it in the past.

the two new questions that were contained in my email were specifically (as quoted from the original):

1) Therefore I was curious whether the language was sufficiently broad that I could be included as a person who wasdamaged by aggressive sales tactics that were not for the benefit of the client, but for the firm.

2) Also I was curious: if this case is underway, then could there possibly be other cases against UBS PaineWebber forsimilar actions that more closely fit my circumstances.

thanks for your help in this matter.

3est,tom

2/7/2008

Exhibit E

Page 1 of' I

Charles Piven

From : MorganTO@aol_com

Sent : Tuesday, April 05, 2005 11:25 PM

To: Charles Piven

Subject : Re: AXTI

Or. Piven,

(hank you for a copy of the complaint. I was a bit confused by your declarations about the fees, however.

understood that, as lead plaintiff, I had special rights and that I could expect to receive consideration in the settlement that could bei substantial fraction of my total losses plus any damages I can prove to the court.

t appears from your statement that I will only receive a proportion of the settlement that is left over after the attorneys claim theirees. Will the law firm's portion of the settlement be greater than the usual 33% or so of a contingency fee?

3ecently the Bush Administration has chided trial lawyers by stating the returned settlements are usually as meaningless as:oupons for a product. If a settlement is returned will I only get some fraction of pennies on the dollar?

(hank you,Sincerely,Thomas Morgan

?/7/2008

Exhibit F

Page 1 of 3

Booth , Billie

From : Charles Piven [piven@browerpiven.com]

Sent : Wednesday, December 06, 2006 1:50 PM

To: MorganTO@aol.com

Cc: Westerman, Jeff; David A.P. Brower; Rogers, Karen

Subject : RE: AXTI

From : MorganTO@aol.com [mailto:MorganTO@aol.comjSent : Thursday, November 09, 2006 7:33 PMTo. Agenovese@milbergweiss.com; krogers@milbergweiss.com; Charles Piven; jwesterman@milbergweiss.com; David A.P.BrowerCc: bbooth@milbergweiss.com; ffarina@milbergweiss.comSubject : (no subject)

All,

Please inform the mediator that I am removing myself as lead plaintiff in the AXTI case.I am taking this action because I feel that counsel does not represent the interests of the class, and I have lost confidence in therepresentations they make to me regarding the negotiations and the benefit to the class to accept those negotiations.

Counsel has repeatedly and knowingly misrepresented class recovery from any settlement and used the misrepresentations topersuade the lead plaintiff to settle at a lower point than is in the best interest of the class.

Tom Morgan

Tom:

This email responds to yours, above. It is also intended to repeat what we discussed on the afternoon ofNovember 17, 2006 (during which you agreed to open and read this email that includes "AXTI" in the "subject" line).First, let me make clear that all of our communications must be kept confidential to ensure no waiver of the attorney-client privilege. Otherwise, should defense counsel become aware of your concerns, it may jeopardize the best interestsof the class whose interests you must protect until your withdrawal is approved by the Court. Disclosure of ourcommunications in any way that might waive the attorney-client privilege could jeopardize our strategies andnegotiations.

Addressing your concerns, we strenuously disagree with your comments, above, that counsel do not representthe interests of the class. We also believe that we have been candid and forthright in all of our communications withyou in our effort to involve you in the decision-making process on a fully informed basis.

The first issue that seems to need clarification is that there is a difference between market losses and damages.The Supreme Court has ruled in a case called Dura Pharmaceutical that there are no damages for those who buy andsell during a class period before a corrective disclosure that causes the price of shares to decline. The logic behind theCourt's reasoning is that if one buys and then sells while shares remain artificially inflated due to not-yet-disclosed-or-corrected incomplete or incorrect information, the share price at the time of sale remains artificially high, and any losswould be due to market forces and not to the disclosure or correction. Obviously, if the share price declines after thecorrective disclosure, that decline can be attributed to the inaccurate or incomplete information having been correctedor completed. This explains why the preliminary damage assessments in this case are in the $10 to $25 million range -a fraction of the $400 or $500 million in market losses during the class period. Hence, your $120,000 or so class periodlosses are not all compensable as damages.

As we discussed on Friday, November 17, 2006, the defendants have stated that assuming there was fraud

1/29/2008

Page 2 of 3

(which they deny), what we have alleged to be the fraud caused only $10 million in damages. Our expert'spreliminary estimate of damages is in the $11 to $25 million range. Assuming the $11 million figure (the only onementioned when we were all (Jeff, David, Karen and me) on the call before the mediation), and assuming the $2 to $3million settlement figure we discussed and which we think may be achievable, the pre-fees and expense reimbursementrecovery would be 18.18% to 27.27%. And if there is a 60% claims rate, then a $2-3 million settlement would generatea pre-fee and expense reimbursement recovery in the range of 30-45% of recoverable damages. This would be a verygood recovery in a case where the only decision by the Court has been negative (though we do think incorrect) andwhere we believe there is a greater than 50% chance of a dismissal (and thus no recovery for the class). Also, youshould note that if the case went to trial (unlikely if our concerns about dismissal are as expressed), the recoveryallowed by the court would be limited to the extent of claims made, thus making a settlement in the range of thatdiscussed herein to be even more valuable as it relates to the case's potential. It is not for us to say we should throw thedice and wait for the Court to rule if we feel the case is legitimately in jeopardy. If we do that and lose, we may wellhave allowed an opportunity to recover something for the class to be lost and could be subject to criticism. Even if wewin the Motion to Dismiss, other hurdles remain as we would have to survive Summary Judgment, win at trial and winthe appeal. If we do recover for the class, it remains with the Court to scrutinize and approve such a settlement with thebenefit of the "messages" sent by those (if any) who object to the settlement or opt out.

In addition to your pro-rata share in any recovery, if you have a record of the number of hours spent on this case

in your capacity as a representative of the class, the Court is allowed (but not required) to consider and award to youreimbursement of your time based on your justifiable hourly rate.

The mediation was interrupted by your email, above. Jeff did not advise the mediator of your wish to withdrawas lead plaintiff because it is really not her business, and such a withdrawal must be done in an orderly mannerconsistent with preserving all rights for the class and your fulfillment of your fiduciary duties to the class. Afterreceiving your email (above), Jeff did tell the mediator that plaintiffs would be unable to respond to the defendants' lastoffer of $1.7 million due to "issues with the client," which was likely interpreted as your unhappiness with the courseof the negotiation. It is our desire to continue with the mediation and continue to attempt to achieve a settlement in the

range we have discussed ($2.0 to $3.0 million).

What is now an open issue (as I think I understand it from our conversation on Friday, November 17) is what,

after my discussion with you and this email, you want to do. The choices as we see it are as follows: 1) if you still wishto withdraw as the lead plaintiff, we would have you sign a form that we would prepare confirming your wish towithdraw, and we would attempt to arrange for the Court to appoint a new lead plaintiff to be substituted for you; or 2)if you wish to continue as the lead plaintiff, we would have you confirm that in writing and continue with the mediationwith the hope of achieving the settlement we discussed. Though it is certainly not necessary, in either case, you couldretain independent counsel to seek advice and/or to assist you in replacing current lead counsel, presumably with thegoal of having that new lead counsel (if approved by the Court) pursue a recovery greater than what we believe to berealistic under the circumstances and consistent with the interests of the class. Another option that is available should

you withdraw as lead plaintiff is for you to object to any settlement or opt out of any settlement to pursue your own

claims.

We certainly hope that the information we shared since your email, above, will encourage you to reconsideryour position and allow us to proceed with the mediation. In any event, how ever you decide to proceed, we do askthat you have the courtesy to tell us your decision immediately so that the case can move forward. While we apologizefor our delay in getting you this email (we were confirming certain information before finalizing this email), please tryto advise us as to your instructions by email before December 12. Of course, if you have any questions or desireadditional information, please do not hesitate to let us know.

Best regards,

Charles

Charles J. PivenAdmitted in Maryland only

pivennbrowerpiven.co>!n

1/29/2008

Page 3 of 3

Brower PivenA Professional Corporation

The World Trade Center-Baltimore 488 Madison Avenue401 East Pratt Street, Suite 2525 Eighth FloorBaltimore, Maryland 21202 New York, New York 10022Telephone: 410-332-0030 Telephone:212-501-9000Facsimile: 410-685-1300 Facsimile: 212-501-0300

The information being transmitted with this email communication is intended only for the person or entity to which it is addressed and may containconfidential and/or privileged material. Ifyou are an actual or a prospective client ofBrower Piven, A Professional Corporation, and this email relates tothat actual or potential representation, the contents of this email are subject to the attorney/client and/or attorney work product privilege. Any review,retransmission, dissemination or other unauthorized use of, or the taking ofany action in reliance upon, this information by persons or entities other thanthe intended recipient is prohibited, and any retransmission, dissemination or other unauthorized use of this information by an actual or prospective clientof this firm may constitute a waiver of the attorney/client andlor attorney work product privilege and may result in possible significant negativeconsequences. Ifyou have received this email in error, please contact the sender and delete the material from any computer on which it was received inerror.

Tax Advice Disclosure : To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advicecontained in this communication (including any attachments), unless otherwise specifically stated, are not intended or written to be used, and cannot beused, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party anymatters addressed herein.

This electronic message transmission contains ATTORNEY PRIVILEGED AND CONFIDENTIAL informationintended only for the use of the individual or entity named above. If the reader of this message is not the intendedrecipient , you are hereby notified that any dissemination, distribution or copy of this communication is strictlyprohibited . If you have received this communication in error, please erase all copies of the message and its attachmentsand notify sender immediately . Thank You.

1/29/2008

Exhibit G

Page I of 3

Charles Piven

From : Charles Piven

Sent: Friday , November 16, 2007 11:41 AM

To: 'MorganTO@ aol.com'

Subject: AXTI

Tom - I shall respond simply by stating that our firm's obligations are to the class and not to an individual. We cannotand will not submit any papers on you behalf. You are free to file papers on your own or through whatever counselyou choose to retain. We have always told you that we cannot place your interests ahead of or in opposition to what webelieve to be in the best interest of the class- This was made perfectly clear to you in the letter we sent you before youretained us. Part of that letter states:

It is important that you understand that if the Court decides to permit the lawsuit toproceed as a class action, we will not be able to put your interests ahead of those ofother class members. We will have to respect equally the interests of all classmembers. Since we would be representing the interests of the entire class, we arerequired to make litigation and settlement recommendations based upon the interests ofthe entire class.

As to our firm's relationship with Milberg Weiss in this case, we have made full disclosure to you, including thefollow-ing.included in an email to you in April 2005:

To make things clear, our firm and Milberg Weiss, our co-counsel, are your attorneysin this matter, and we are jointly responsible for representing you and the othermembers of the class in this case. You will not be responsible to pay any fees orexpenses out of your pocket. Class counsel will advance all costs and expenses that aredeemed appropriate to prosecute the case. Such costs and expenses typically includeitems such as telephone, copying and mailing charges, as well as more substantialitems, such as the cost of travel, deposition and trial transcripts, and expert witness andconsultant fees. As indicated to you in the past, if the lawsuit generates a fund for theclass, counsel will seek, exclusively by application to the Court, to have fees, costs andexpenses paid from or reimbursed from the common funds and/or the defendants. Wealso confirm that any fees ultimately awarded to class counsel may be divided among,split between and/or shared by the various law firms in proportion to the servicesperformed by each firm and/or as otherwise permitted by law. Some firms, includingours, will receive a portion of some fees received by other law firms (includingMilberg Weiss) representing plaintiffs in this case. As indicated, all such law firmsassume responsibility for the representation of the class.

The forgoing was in clarification of the statement below which was in the letter we sent you before you retained ourfirm.

You understand and agree that in the course of this class litigation, we may, based onthe notice stated herein, employ and/or work with other law firms and that any feesawarded may he divided among the law firms in proportion to the services performedby each firm and/or as otherwise permitted by law. In such a circumstance, all suchlaw firms will assume responsibility for the representation.

You responded to the first indented paragraph. above, as follows:

I understood that, as lead plaintiff, I had special rights and that I could expect to

2/7/2008

Page 2 of 3

receive consideration in the settlement that could be a substantial fraction of nay total

losses plus any damages I can prove to the court.

It appears from your statement that I will only receive a proportion of the settlement

that is left over after the attorneys claim their fees. Will the law firm's portion of the

settlement be greater than the usual 33% or so of a contingency fee?

On April 6 at 9:30 am we spoke, and I made it perfectly clear that you had no "special rights" or entitlement to any

compensation out of any resolution of the case beyond what was stated in the Certification you signed under oath

signifying your retention of our firm.

Your statement that you never knew that the cases would be consolidated is in error in that our email to you before youretained our firm made it perfectly clear that all of the cases would be consolidated.

1 hope the forgoing provides a satisfactory response to your concerns. Thank you. Charles

Charles .d. PivenAdmitted in Mai-viand only

^en1a113,roaaerpiven.com.

Brower PivenA Professional Corporation

The World Trade Center-Baltimore 488 Madison Avenue

401 East Pratt Street, Suite 2525 Eighth Floor

Baltimore , Maryland 21202 New York, New York 10022

Telephone: 410-332-0030 Telephon e:212-501-9000

Facsimile : 410-685- 1300 Facsimile : 212-501-0300

The information being transmitted with this email conuruurication is intended only for the person or entity to which it is addressed and may contain

confidential and'or privileged material. If you are an actual or a prospective client ofBrower Piven, A Professional Corporation, and this email relates it)

that actual or potential representation, the contents of this email are subject to the aitorneviclietrt attd/or attorney work product privilege. Any review,

retransmission, dissemination or other unauthorized use of, or the taking of art' action in reliance upon, this information by persons or entities other thin:

the intended recipient is prohibited, and any retransmission, dissemination or other unauthorized use of this information by an actual or prospects e client

of this firm may constitute a waiver of the attorne''client and'or attorney work product privilege and ttutr result in possible significant negative

consequences. Ifyou have received this email in error, please contact the sender and delete the material from any computer on which it was received in

error.

Tax Advice Disclosure : To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S federal tax advice

contained in this co:flmmnication. (including any attachments) , unless otherwise specifically stated. are not intended or written to he used, and cannot beused, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or reconunending to another party am

matters addressed herein.

From : MorganTO@aol.com [mailto :MorganTO@aol.com]Sent : Wednesday , November 14, 2007 12:51 PMTo: Charles PivenSubject : ( no subject)

Dear Mr. Piven,

I am confused and unclear about your last communication and I am writing for clarification.

You state:

"As we are no longer your counsel beyond your capacity as a member of the class".

In that capacity, are you no longer obligated to file an objection or any other statement I make about the settlement with the judgein my name and on my behalf?

2/7/2008

Pace3of 3

It would seem that you have an ethical obligation to represent me, and statements I make regarding the fitness of the settlement,are certainly part of that representation. When I agreed to retain you as counsel, I certainly did so with the expectation that youwould represent me throughout this matter, and through settlement negotiations. I believe that you agreed to take me as a clientunder those arrangements.

At the time that you took me a client you did not disclose that you had any arrangements with Milberg Weiss to find clients. Therevelation that Milberg Weiss would consolidate all of the complaints came much later in our relationship on this matter.

Now it appears that, despite the fact you are my counsel of record, that you will not present my objections to the judge, and actas advocate for the statement.

Isn't that unethical to withdraw representation?You state:

"please do not send me anything you are not willing for me to share with my co-counsel".

What is the extent of your relationship as a co-counsel with Milberg Weiss that prevents you from representing me? My retentionof you as counsel certainly pre-dates any arrangement you had with Milberg Weiss, and the precedence would seem to obligateyou ethically to represent me.

If you have a financial arrangement with Milberg Weiss to collect fees as part of the settlement and you are unwilling to representme because you feet that representation will hurt'your collection of fees, that would be a serious matter.

That would mean that any counsel, including the defense counsel could retain you for higher fees than you will get as a result ofrepresenting me, and buy your advocacy away from me. Isn't that unethical under the rules of the Bar of Maryland?

Isn't it unethical to cite the reason, as your relationship with Milberg Weiss, when that relationship post-dated you agreement torepresent me and my claim to the best of your ability?

It appears from AXTI's SEC filings that more legal fees have been paid to the Plaintiff's counsel than are publicly acknowledged inthe settlement statement from the judge. Is it ethical for the plaintiff's counsel to have side arrangements for payments thatcompromise the quality of the advocacy an attorney provides to a client.

Do you have an undisclosed financial arrangement with Milberg Weiss? Particularly is that financial arrangement based on thefact that you brought a client to this settlement who had material evidence that assisted the settlement? And most particularly arethe fees for that arrangement that you will charge Milberg Weiss based on the hours and labor that you worked with this client tomold his testimony?

Please be assured that you can still represent my objection to the judge on my behalf. But through an abundance of caution,these observations certainly make me question whether you are representing me, or Milberg Weiss in this matter.

Sincerely,Tom

2/7/2008

Exhibit H

PLAINTIFF'S CERTIFICATION

Thomas O. Morgan ("Plaintiff") declares under penalty of perjury, as to the claims

asserted under the federal securities laws, that:

1. Plaintiffhas reviewed the complaint and authorized its filing.

2. Plaintiff did not purchase the security that is the subject of this action at the direction of

counsel or in order toplaintiff's participate in this private action.

3. Plaintiff is willing to serve as a representative party on behalf of the class, including

providing testimony at deposition and trial, if necessary, and Plaintiff is willing to serve as a lead plaintiff

either individually or as part of a group, a lead plaintiff being a representative party who acts on behalf of

other class members in directing the action.

4. - Plaintiffs transactions in AXT, Inc. securities during the Class Period are as follows:

(Complete only one trade per line; place any additional trades. on the attached sheet)

(Complete record on attached sheet)

Date of# of Shares Purchased (P) / Sold S Price Per Share Purchase/Sale

5. During the three years prior to the date of this Certification, Plaintiff has not sought to

serve or served as a representative party for a class under the federal securities laws.

`6. Plaintiff will not accept any payment for serving as a representative party on behalf of the

class beyond the Plaintiffs pro rata share of any recovery, except such reasonable costs and expenses

(including lost wages) directly relating to the representation of the class as ordered or approved by the

court. Plaintiff understands that this is not a claim form, and that Plaintiff's ability to share in any

recovery as a member of the class is unaffected by Plaintiffs decision to serve as a representative party.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 9th

day ofNovember 2004.

Schedule AThomas 0. Morgan

Transactions in AXT, Inc. (NasdagNM:AXTI)

SHARE.

DATE SHARES COST ($)

PURCHASES:

03/05101 1,000 24.000003/23/01 1,200 19.937503/26/01 300 21.000003/26/01 500 21.000007/13/01 250 26.400007/13/01 I DO 25.800007/13/01 1,900 25.990007/13101 100 26.450007/26/01 500 20.110007126/01 500 20.380008/02/01 800 23.250008/02/01 200 23.250009104/01 200 17.700009104/01 300 17.700009/28/01 500 10.750009/28/01 500 10.750010/03/01 500 10.400010103/01 500 10.400010/11/01 600 12.500010111/01 400 12.500012111/01 500 16.500010/28/02 1,300 1.020011/25/02 2,000 2.400012/04/02 2,000 2.400003/18/03 2,000 0.850004/24/03 3,000 1.030010/10/03 1,200 2.400004/01/04 3,700 3.420004/01/04 1,300 3.420004/07/04 600 3.400004/07/04 600 3.400004/08/04 500 3.390004/08/04 500 3.390004/08/04 2,800 3.400004/12/04 29 3.430004/12/04 100 3.450004/12/04 342 3.450004/12/04 1,229 3.4500

SALES:08/21/01 200 17.060008/21/01 500 17.060008/21/01 300 17.070009/07/01 1,000 15.600009/07/01 1,000 15.750009/07/01 '1'000 15.750001112/04 350 4.070001/12/04 2,650 4.070001/13104 1,355 4.150001/13/04 800 4.150001/13/04 2 4.150001/13/04 843 4.150002123/04 2,000 4.300002/24/04 100 4.280002/24104 4,500 4.220002/26/04 200 4.2000

--02/27104.. - -----143 4.200002/27/04 1,357 4.200002/27/04 100 4.200002/27/04 1,200 4.2000

Class Period: 02/06!01 -04127/04 AXT, Inc. (NasdaqNM :AXTI) Hold price: $2.0158

PURCHASE TRANSACTIONSSHARE PURCHASE

PLAINTIFF DATE SHARES COST AMOUNT

Thomas 0. Morgan 03/05/01 1,000 24.0000 24,000.0003!23101 1,200 19,9375 23,925.0003126101 300 21.0000 6,300.0003!26/01 500 21.0000 10,500.0007/13/01 250 26.4000 6,600.0007/13/01 100 25.8000 2,580.0007/13/01 1,900 25.9900 49,381.0007/13!01 100 26.4500 2,645.0007/26/01 500 20.1100 10,055.0007/26/01 500 20.3800 10,190.0008/02/01 800 23.2500 18,600.0008/02/01 200 23.2500 4,650.0009/04/01 200 17.7000 3,540.0009/04/01 300 17.7000 5,310.0009/28/01 500 10.7500 5,375.0009/28/01 500 10.7500 5,375.0010/03/01 500 10.4000 5,200.0010/03/01 500 10.4000 5,200.0010111/01 600 12.5000 7,500.0010/11101 400 12.5000 5,000.0012/11/01 500 16.5000 8,260.0010/28/02 1,300 1.0200 1,326.0011125!02 2,000 2.4000 4,800.0012/04/02 2,000 2.4000 4,800.0003/18/03 2,000 0.8500 1,700.0004/24/03 3,000 1.0300 3,090.0010/10/03 1,200 2.4000 2,880.0004/01/04 3,700 3.4200 12,654.0004/01/04 1,300 3.4200 4,446.0004/07/04 600 3.4000 2,040.0004/07104 600 3.4000 2,040.0004/08/04 500 3.3900 1,695.0004/08/04 500 3.3900 1,695.0004/06/04 2,800 3.4000 9,520.0004/12/04 29 3.4300 99.4704/12/04 100 3.4500 345.0004/12/04 342 3.4500 1,179,9004/12/04 1,229 3,4500 4,240.05

Thomas 0. Morgan Total 34,550 278,726.42

SALES TRANSACTIONS (1 )SHARE SHARES ESTIMATED ESTIMATED

DATE SHARES PRICE SALES AMOUNT HELD VALUE (2) LOSSES

08/21/01 200 17.0600 3,412.00 800 1,612.67 (18,975.33)08/21/01 500 17.0600 8,530.00 700 1,411.08 (13,983.92)08/21/01 300 17.0700 5,121.00 (1,179.00)09!07/01 1,000 15.6000 15,600.00 (500) (1,007.92) 4,092.0809/07/01 1,000 15.7500 15,750.00 (750) (1,511.88) 7,638.1309/07/01 1,000 15.7500 15,750.00 (900) (1,814.25) 11,355.7501/12/04 350 4.0700 1,424.50 1,550 3,124,54 (44,831.96)01!12/04 2,650 4.0700 10,785.50 (2,550) (5,140.38) 3,000.1301/13/04 1,355 4.1500 5,623.25 (855) (1,723.54) (6,155,29)01/13/04 800 4.1500 3,320.00 (300) (604.75) (7,474.75)01/13!04 2 4.1500 8.30 798 1,608.64 (16,983.07)01/13104 843 4.1500 3,498.45 (643) (1,296.18) (2,447.73)02/23/04 2,000 4.3000 8,600.00 (1,800) (3,628.50) 1,431.5002/24/04 100 4.2800 428.00 200 403.17 (4,478.83)02/24/04 4,500 4.2200 18,990.00 (4,000) (8,063.33) 5,551.6702/26/04 200 4.2000 840.00 300 604.75 (3,930.25)02/27!04 143 4.2000 600.60 357 719.65 (3,879.75)02127/04 1,357 4.2000 5,699.40 (857) (1,727.57) (1,228.17)02/27/04 100 4.2000 420.00 500 1,007.92 (6,072.08)02/27/04 1,200 4.2000 5,040.00 (800) (1,612.67) (1,572.67)

500 1,007.92 (7,242.08)1,300 2,620.58 1,294.582,000 4,031.67 (768.33)2,000 4,031.67 (768.33)2,000 4,031.67 2,331.673,000 6,047.50 2,957.501,200 2,419.00 (461.00)3,700 7,458.58 (5,195.42)1,300 2,620.58 (1,825.42)600 1,209.50 (830.50)600 1,209.50 (830.50)500 1,007.92 (687.08)500 1,007.92 (687,08)

2,800 5,644.33 (3,875.67)29 58.46 (41.01)

100 201.58 (143.42)342 689.42 (490.49)

1,229 2,477.46 (1,762.59)

19,600 129,441.00 14,950 30,138.71 (119,148.71)

(1) Sales have been applied to purchases on a FIFO basis,(2) Shares held through the date of this filing have been valued using an average closing price of $2.0158.