Oppenheim Asset Management Services S,á r.l. SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA

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V AHN ALEXANDER (167373)

190 1 Avenue of the Stars, Second Floor

2 Los Angeles, CA 90067

Telephone: (310) 461-1426

3 Facsimile: (310) 461-1427

valexander(£faruqilaw.com

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Attorneys for Plaintif Barry Pfeffer

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6 BULL & LIFSHITZ, LLP

JOSHUA M. LIFSHITZ

7 18 East 41 sl Street

8 New York, New York, 10017

Telephone: 212-213-6222

9 Facsimile: 212-213-9405

jml(£nyclasslaw.com

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Attorneys for Plaintif Murray and Chani Mandel JTWROS

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12 JOHNSON BOTTINI, LLP

FRANK J. JOHNSON

13 FRANCIS A. BOTTINI, JR.

655 West Broadway, Suite 1400

14 San Diego, CA 92101

Telephone: 619-230-0063

15 Facsimile: 619-233-5535

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Attorneysfor Plaintif

Oppenheim Asset Management Services S,á r.l.

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IN RE SUN MICROSYSTEMS, INe.

21 SHAREHOLDER LITIGATION

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

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) Lead Case No. 1-09-CV-140424

)

) DECLARA TION OF MATTHEW MORRS

) IN SUPPORT OF PLAINTIFFS' MOTION

) FOR PRELIMINARY INJUNCTION

) (FILED UNDER SEAL)

)

) Judge: Honorable Jack Komar ) Dept: 17C ) Date: July 14,2009

Time: 9:00 a.m.

22 Consolidated Action 23

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Date Action Filed: April 20, 2009

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DECLARA nON OF MA TIW MORRS iSO PLAINTIFFS' MOTION FOR PRELIMINARY INJUCTION

Superior Court of CA, County of Santa Clara Case #1-09-CV-140424 Filing #G-16543

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I, Matthew Morris, declare as follows:

2 1. I am a Parter in the Dallas offce of RGL Forensics, a global advisory firm with 23

3 offces in the United States, Europe, Asia and Australia. My practice specializes in the financial,

4 economic and valuation aspects of transactions, public reporting, taxation and litigation. A copy of

5 my currculum vitae, which outlines my background and professional experience, is attached as

6 Exhibit A hereto. I have acted as a financial advisor in numerous transactions over the course of

my

7 professional career. In doing so, I have provided counsel to individual and corporate buyers and

8 sellers and have also prepared numerous valuation and fairness opinions for a variety of purposes.

9 2.

I submit this declaration in support of plaintiffs' "Motion for Preliminary Injunction"

10 (the "Motion"), relating to the proposed acquisition of Sun Microsystems, Inc. ("Sun" or the

11 "Company") by Oracle Corporation ("Oracle"). Oracle has proposed to acquire the Company's

12 outstanding common shares for consideration of $9.50 per share in cash (the "Proposed

13 Transaction").

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As part of my analysis, I reviewed a number of documents and information sources,

15 including, but not limited to:

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a. a copy of the Form PREM - i 4A preliminary proxy statement filed by the Company

with the Securities and Exchange Commission on May 12,2009;

b. a copy of the Form DEFM-14A definitive proxy statement fied by the Company

with the Securities and Exchange Commission on June 8, 2009 (the "Proxy");

c. Redacted

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e. 1

-DECLARA nON OF MA TIW MORRS iSO PLAINTIFFS' MOTION FOR PRELIMINARY INJUCTION

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4. Select pages of documents produced in conjunction with this matter are also referred

2 to herein and are attached as Exhibit B in ascending order by stamp number.

3 5.

Based on my review and analyses, I identified two critical elements of financial

4 information that are missing from the Proxy, each of which is vital to shareholders' evaluation of

the

5 Proposed Transaction.

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-DECLARA TION OF MA TIW MORRS iSO PLAINTIFFS' MOTION FOR PRELIMINARY INJUCTION

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DECLARATION OF MATIW MORRS iSO PLAINTIFFS' MOTION FOR PRELIMINARY INJUCTION

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21 I declare under the penalty of perjury under the laws of California that the foregoing is true

22 and correct.

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Executed this 2nd day of July, 2009.

~~.~~

MATTHEW MORRS, CFA, CLP

27 10 SUN-234

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4-DE CLARA TION OF MA TIW MORRS iSO PLAINTIFFS' MOTION FOR

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Exhibit A

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Matthew R. Morris, CFA, CLP

Partner

General background

Mr. Morris is a Partner in the Dallas offce of RGL Forensics. He specializes in

the practical application of financial, economic and valuation principles to solve

a variety of client challenges. The scope of his work includes financial,

economic and valuation analyses for mergers & acquisitions, corporate strategy, asset and securities valuation and commercial disputes.

Educational Background

Master of Science - Finance, University of Strathclyde, Glasgow, Scotland

Master of International Management, Schiler University, Heidelberg, Germany

Bachelor of Arts - History, University of Dallas, Irving, Texas

Professional Status

Chartered Financial Analyst (CFA) charter holder

Certified Licensing Professional (CLP)

Member, CFA Institute and CFA Society of Dallas - Ft. Worth Member, Licensing Executives Society, Past Chair of D/FW Chapter Member, Institute for the Study of Business Markets (ISBM)

Member, American Finance Association

Advisory Committee Member - N. District of TX, Patent Rules Task Force Board Member and Finance Chair, Lakeland Academy

Board Member, Camelot Sports & Entertainment, LLC

Professional History

RGL Forensics, Dallas, Texas Fin Econ Partners

VALUE Incorporated Business Valuation Services

2009 - Present

2005 - 2009 2000 - 2005

; 997 - 2UUU

Court Experience

Mr. Morris has provided litigation support and expert witness testimony to Federal, State and local jurisdictions nationwide in cases involving merger-related litigation, business valuation, patent infringement, fraud and lost

compensation. Mr. Morris is frequently called on as a valuation and damages

expert for both plaintiffs and defendants and also serves as club advisor to several Major League Baseball teams in salary arbitration proceedings.

RGL

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..

Related Services

Corporate Bankruptcy

Mergers & acquisitions

Regulatory & competition finance Strategy

Valuation Legal

Commercial litigation

Intellectual property

Valuation & damages analysis

Industry Experience

Aerospace Ag riculture/Livestock Banking/Financial services Chemicals Construction/Engineering Defense Electronics/Semiconductors Energy Financial Institutions Food/Beverage Gaming Health & Beauty Healthcare/Hospitals

Hospitality, Leisure & Tourism Manufacturing Mining/Metals Pharmaceuticals Plastics Professional Services Real Estate Retail c: nnrlc: lontort:iinrnc.nt -,...,...,..." "....,...

Technology & Telecommunications Utilities

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i22 W, Las Colinas Blvd

East Tower. Suite 845 Irvìng, Texas 75039 i'eiephorw 912.60538:iO Fac"lrnile 9'1.40'1.830 rgl.com

Matthew R. Morris, CF A, CLP

Partner

Selected Seminars & Publications

Seminars

Navigating the Changing Landscape for Technology Assets World's Best Technologies Showcase, Arlington, Texas - 2008 Creating and Measuring Early Stage Value

World's Best Technologies Showcase, Arlington, Texas - 2007 Strategic Value Creation

Guest Lecturer, University of Texas at Arlington - 2006 Royalty Rate, Licensing & Litigation

World's Best Technologies Showcase, Arlington, Texas - 2006 Value-Based Solutions for Consumer Products Issues

LES Annual Conference, Phoenix, Arizona - 2005 Early Stage Valuation

Minnesota Chapter of LES, Minneapolis, Minnesota - 2005 Business Valuation (lecturer & conference co-chair)

Accounting and Finance for Attorneys, Dallas and Houston, Texas - 2005 Introduction to Finance (lecturer conference co-chair)

Accounting and Finance for Attorneys, Dallas and Houston, Texas - 2005

Introduction to Brand Finance

LES Annual Meeting, San Diego, California - 2003 Topics in Valuation

Internal Revenue Service Gift & Estate Section, Ft. Worth, Texas - 2002 Early Stage Company Valuations and the Cheap Stock Issue

CLE Seminar, Gray Cary Ware & Freidenrich; Austin, Texas - 2000

Publications

Royalty Securitzations: Were "Bowie Bonds" Just a Fad?

Capital Formation Institute Website

Victor's Litte Secret

VALUE Advisory, Summer 2003

Wil SFAS 141 Make a Difference?

VALUE Advisory, Fall

2002

How to Enhance the Value of Patents

DFW TechBiz, September 17, 2001

The Pre-IPO Cheap Stock Issue: Sources and Solutions Capital Network's Capital Update, Spring 2000

The Valuation of Asset Holding Companies

Financial Valuation: Businesses and Business Interests, 1999 Update, Warren Gorham & Lamont

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Exhibit B

Documents Produced

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Redacted

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HIGHLY CONFIDENTIAL - OUTSIDE COUNSEL ONLY

SUN-00000166

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