STIPULATION AND [PROPOSED] ORDER REGARDING CASE SCHEDULE AND TEMPORARY STAY OF ACTION

RICHARD SEEBORG, District Judge.

Plaintiffs Bernard Stern, Peter Moscone, and Melvin Brenner (collectively, "Plaintiffs"), defendants Thomas H. Werner, Charles D. Boynton, Bernard Clément, Ladislas Paszkiewicz, Daniel Lauré, Catherine A. Lesjak, Thomas R. McDaniel, Pat Wood III, Arnaud Chaperon, Denis Giorno, Jean-Marc Otero del Val, and Humbert de Wendel (the "Individual Defendants"), and nominal defendant SunPower Corporation ("SunPower" and, collectively with the Individual Defendants, "Defendants"), by and through their undersigned counsel, hereby stipulate as follows:

WHEREAS, Plaintiffs filed separate shareholder derivative actions on behalf of SunPower and against the Individual Defendants in this Court between September 16 and October 17, 2016;

WHEREAS, Plaintiffs and Defendants (together, the "Parties") stipulated to the consolidation of Plaintiffs' derivative actions (the "Consolidated Action") and the appointment of lead counsel, which was approved and entered by the Court on November 15, 2016 (the "Consolidation Order");

WHEREAS, the Consolidation Order provides, among other things, that the Parties would meet and confer regarding a schedule for the Consolidated Action, including the filing of a consolidated complaint or designation of an operative complaint by Plaintiffs;

WHEREAS, there are two securities fraud class actions brought on behalf of a putative class of SunPower shareholders and asserting claims arising from facts common to the Consolidated Action currently pending in this Court captioned Bristow v. SunPower Corp., et al., Case No. 3:16-cv-04710-RS and Patel v. SunPower Corp., et al., Case No. 3:16-cv-04915-RS (collectively, the "Securities Action");

WHEREAS, on December 9, 2016, this Court entered an order consolidating the related Securities Action and appointing lead plaintiff and lead counsel;

WHEREAS, it is anticipated that lead plaintiff will file a consolidated complaint in the Securities Action and that defendants will file a motion to dismiss the consolidated complaint;

WHEREAS, the Parties have been engaged in discussions regarding scheduling and the possible coordination of the Consolidated Action with the Securities Action; and

WHEREAS, the Parties agree that, given the unique circumstances of this Consolidated Action and the factually related Securities Action, it is in the best interests of SunPower to temporarily stay this action pending resolution of the anticipated motion to dismiss in the related Securities Action;

NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED by the Parties, through their respective counsel of record, as follows:

1. Plaintiffs shall either file a consolidated complaint or designate a complaint as operative on or before January 13, 2017.

2. Following the filing or designation of a complaint by Plaintiffs as described above, this Consolidated Action shall remain stayed pending resolution of the anticipated motion to dismiss in the Securities Action.

3. Within thirty (30) days of entry of an order on the motion to dismiss in the Securities Action, the Parties shall submit a proposed schedule for further proceedings in this Consolidated Action.

IT IS SO STIPULATED.

I, George C. Aguilar, am the ECF User whose ID and password are being used to file this Stipulation and [Proposed] Order Regarding Case Schedule and Temporary Stay of Action. In compliance with Civil L.R. 5-1(i), I hereby attest that concurrence in the filing of this document has been obtained from each of the other signatories.

PURSUANT TO STIPULATION, IT IS SO ORDERED.