STIPULATION AND [PROPOSED] ORDER DISMISSING ACTION

SAMUEL CONTI, District Judge.

Each of the named-plaintiffs Ralph Saraceni and Jim Donnelly ("Plaintiffs"), nominal defendant Polycom, Inc. ("Polycom") and the individual defendants named herein (collectively, "Defendants"), hereby stipulate and respectfully request through their undersigned counsel, that the Court enter the proposed order dismissing the above-captioned action (the "Action"). In support of their stipulation and the requested dismissal, the parties state as follows:

(1) On January 13, 2015, the Court issued an Order granting Defendants' motion to dismiss Plaintiffs' Verified Consolidated First Amended Shareholder Derivative Complaint in this action for failure to allege demand futility with particularity, without prejudice for Plaintiffs to file an amended complaint within thirty days of the January 13, 2015 Order. (Document No. 69). Pursuant to stipulation of the parties and subsequent Order of the Court (Document No. 72), the deadline for Plaintiffs to file a second amended complaint was extended until March 5, 2015;

(2) Plaintiffs have not filed, and do not intend to file, any further complaint in this action;

IT IS THEREFORE STIPULATED AND AGREED, by and between the parties and subject to the approval of the Court, as follows:

(a) that this Action, and all claims asserted therein, against all Defendants should be dismissed with prejudice, and judgment be entered in favor of Defendants; and

(b) that Defendants' motion to dismiss pursuant to Fed. R. Civ. P. 41(b), filed by Defendants on March 19, 2015 (Document No. 73) be hereby withdrawn.

PURSUANT TO STIPULATION IT IS SO ORDERED: The above-captioned action is dismissed in its entirety as to all Defendants with prejudice.