STIPULATED [PROPOSED] ORDER DISMISSING ACTION

PHYLLIS J. HAMILTON, District Judge.

WHEREAS, on September 28, 2016, plaintiff David Guerra ("Plaintiff") commenced a Class Action for Violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 (the "Action"), against defendants Linear Technology Corp. ("Linear"), Robert H. Swanson, Jr., Lothar Maier, Arthur C. Agnos, John J. Gordon, David S. Lee, Richard M. Moley, and Thomas S. Volpe (collectively, "Defendants");

WHEREAS, the Action alleges that Defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14a-9 promulgated thereunder by causing an allegedly material incomplete and misleading Schedule 14A Definitive Proxy Statement (the "Proxy") to be filed with the Securities and Exchange Commission (the "SEC") on September 16, 2016, which recommended that Linear stockholders vote in favor of approving a proposed transaction between Linear and Analog Devices, Inc. (the "Proposed Transaction");

WHEREAS, on October 12, 2016, Linear filed a Form 8-K with the SEC, providing supplemental disclosures to the Proxy;

WHEREAS, during a special meeting of Linear stockholders held on October 18, 2016, Linear stockholders voted to approve the Proposed Transaction;

WHEREAS, Plaintiff believes that the supplemental disclosures contained in Linear's October 12, 2016 Form 8-K addressed certain of Plaintiff's allegations and claims under Section 14(a) of the Exchange Act;

WHEREAS, Plaintiff and Defendants have reached an agreement with respect to the payment of attorneys' fees and expenses based on the benefits Plaintiff claims were provided by the supplemental disclosures set forth in Linear's October 12, 2016 Form 8-K, and Defendants have agreed to provide Plaintiff with a single payment of $195,000 in attorneys' fees and expenses;

WHEREAS, based on the proceedings to date, Plaintiff has determined that certain claims asserted in this Action have been mooted and the remaining claims are so unlikely to be successful as to warrant dismissal;

WHEREAS, Defendants deny the allegations in the Action and expressly maintain that they acted diligently and scrupulously, and complied with all applicable fiduciary, disclosure, and other legal duties;

WHEREAS, it is the intention of counsel for Plaintiff in this Action to dismiss the Action with prejudice as to Plaintiff;

WHEREAS, no class has been certified in the Action;

NOW, THEREFORE, subject to the approval of the Court, Plaintiff and Defendants, by and through their counsel, stipulate and agree as follows:

ATTESTATION

I, Catherine E. Moreno, am the ECF User whose identification and password are being used to file this Stipulated [Proposed] Order Dismissing Action. I hereby attest that Barbara A. Rohr has concurred in this filing.

PROPOSED ORDER

PURSUANT TO STIPULATION, IT IS HEREBY ORDERED that the Class Action Complaint for Violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 is dismissed, and the claims asserted therein are dismissed with prejudice as to Plaintiff.