STIPULATION AND [PROPOSED] ORDER STAYING PROCEEDINGS

EDWARD M. CHEN, District Judge.

WHEREAS, between June 27, 2011 and July 7, 2011, three related shareholder derivative actions, Guindani v. Couder, No. 3:11-cv-03176-PSG (N.D. Cal. filed June 27, 2011), Coney v. Couder, No. 3:11-cv-03214-HRL (N.D. Cal. filed June 28, 2011), and Braman v. Couillaud, No. 3:11-cv-03322-RS (N.D. Cal. filed July 7, 2011) (collectively, the "Oclaro Derivative Litigation"), were filed in this Court against nominal defendants Oclaro, Inc. ("Oclaro") and certain of its officers and directors (collectively, "defendants");

WHEREAS, on July 20, 2011, the Court issued a separate order consolidating the Oclaro Derivative Litigation under the caption In re Oclaro, Inc. Derivative Litigation, No. 11-cv-03176-EMC;

WHEREAS, the Oclaro Derivative Litigation involved many of the same parties and events as a putative class action that was filed in this Court on May 19, 2011, Westley v. Oclaro, Inc., No. 3:11-cv-02448-EMC (N.D. Cal.) ("Oclaro Securities Class Action");

WHEREAS, lead plaintiff in the Oclaro Derivative Action intends to file a consolidated or amended complaint in that action;

WHEREAS, the defendants intend to file a motion to dismiss the consolidated or amended complaint in the Oclaro Derivative Action;

WHEREAS, there is an overlap in subject matter between the Oclaro Derivative Litigation and the Oclaro Securities Class Action such that the resolution of the defendants' motion to dismiss in the Oclaro Securities Class Action may impact the Oclaro Derivative Litigation;

WHEREAS, based upon the circumstances unique to this action and in order to avoid the unnecessary expenditure of judicial resources or effort by the parties in this action and the Court prior to the resolution of the motion to dismiss in the Oclaro Securities Class Action, the parties to the Oclaro Derivative Action have agreed, subject to this Court's approval, to a stay of all proceedings, including motions practice and discovery, in this action until such time as the Court has issued an order ruling on the defendants' motion to dismiss in the Oclaro Securities Class Action;

WHEREAS, a related shareholder derivative action styled, Moskal v. Couder, et al., No. 1-11-cv-202880 (State Court Derivative Action) is pending in Santa Clara Superior Court and the plaintiff in that case has similarly agreed to a stay of the proceedings pending the outcome of defendants' motion to dismiss in the Oclaro Securities Class Action;

WHEREAS, the parties agree that, at any time during which this case is stayed pursuant to this Order, any party may file a motion with the Court seeking to lift the stay, which may be opposed by any other party; and

WHEREAS, this Stipulation and Order is without prejudice to, or waiver of any rights, arguments, or defenses otherwise available to the parties in this action, including, but not limited to, the right to revisit the timing of the below-referenced pleadings and motions once the Court has issued an order ruling on the defendants' motion to dismiss in the Oclaro Securities Class Action.

NOW THEREFORE, the undersigned parties, by and through their counsel of record, hereby stipulate as follows:

1. All proceedings, including motions practice and discovery, in In re Oclaro, Inc. Derivative Litigation, No. 03-cv-03176-EMC (N.D. Cal.) are hereby stayed until such time as (a) the defendants file an answer to any complaint in the Oclaro Securities Class Action; or (b) the Oclaro Securities Class Action is dismissed in its entirety with prejudice.

2. The Case Management Conference in the Oclaro Derivative Litigation, currently scheduled for December 2, 2011, is hereby adjourned until such time as (a) thirty (30) days after the Court issues an order denying in any part defendants' motion to dismiss the Oclaro Securities Class Action; (b) thirty (30) days after the Oclaro Securities Class Action is dismissed in its entirety with prejudice; or (c) to such other date and time as the Court shall order.

3. The deadline for the Joint Case Management Conference Statement, currently set for November 23, 2011, is hereby adjourned. The Joint Case Management Conference Statement shall be due one week prior to the rescheduled Case Management Conference.

4. To facilitate coordination and to avoid duplicative discovery, subject to entry of an appropriate protective order in the Oclaro Securities Class Action and plaintiff's agreement to be bound by the terms of such protective order, defendants will provide plaintiffs in the Oclaro Derivative Action, concurrently with any production (formal or informal) in the Oclaro Securities Class Action or State Court Derivative Action: (i) copies of all documents and written responses to discovery requests produced to the Oclaro Securities Class Action plaintiffs or State Court Derivative Action plaintiff in the form and manner in which such documents are produced to plaintiffs in the Oclaro Securities Class Action or plaintiff in the State Court Derivative Action; (ii) any written agreements regarding the scope of discovery in the Oclaro Securities Class Action or the State Court Derivative Action; (iii) all deposition transcripts; and (iv) their consent to the plaintiffs in the Oclaro Derivative Action attending any depositions conducted in the Oclaro Securities Class Action or the State Court Derivative Action. The parties shall meet and confer in good faith regarding any additional discovery they may wish to conduct in the Oclaro Derivative Action.

5. No information obtained exclusively by operation of this stipulation shall be included by the plaintiffs in the Oclaro Derivative Action in any complaint or pleading, unless and until the Court has ruled that they have adequately pled demand futility or entered an order permitting the use of such information in the pleadings or permitting discovery to proceed prior to a finding of demand futility. Plaintiffs expressly reserve their right to move for such an order and the defendants reserve the right to oppose such motion.

6. At any time during which this case is stayed pursuant to Order, a party may file a motion with the Court seeking to lift the stay, which may be opposed by any other party.

IT IS SO STIPULATED.

SIGNATURE ATTESTATION

I, Gidon M. Caine, am the ECF User whose ID and password are being used to file this Stipulation and Proposed Order Staying Proceedings. In compliance with General Order No. 45, X(B) regarding signatures, I hereby attest that Frank J. Johnson has concurred in this filing.

PURSUANT TO STIPULATION, IT IS SO ORDERED.