STIPULATION AND ORDER (1) SETTING TIME FOR FILING OF SECOND CONSOLIDATED AMENDED CLASS ACTION COMPLAINT AND (2) ESTABLISHING BRIEFING SCHEDULE FOR RESPONSIVE MOTION(S)

MORRISON C. ENGLAND, Jr., Chief District Judge.

Lead Plaintiffs Special Situations Fund III QP, L.P. and Special Situations Cayman Fund, L.P. ("Lead Plaintiffs"), additional named Plaintiff David M. Fineman ("Fineman and, together with Lead Plaintiffs, "Plaintiffs"), Defendants Marrone Bio Innovations, Inc. ("MBII" or "the Company"), Pamela G. Marrone, James B. Boyd, Donald J. Glidewell, Hector Absi, Elin Miller, Ranjeet Bhatia, Pamela Contag, Tim Fogarty, Lawrence Hough, Joseph Hudson, Les Lyman, Richard Rominger, Shaugn Stanley, Sean Schickedanz (the "D&O Defendants" and, collectively with MBII, the "MBII Defendants"), and Ernst & Young LLP ("EY") (collectively with the MBII Defendants, "Defendants"), by and through their undersigned counsel, hereby recite and stipulate, subject to the approval of the Court, the following as concerns (1) the filing of an initial consolidated class action complaint and a Second Consolidated Amended Class Action Complaint (the "Second Consolidated Amended Class Action Complaint"), and (2) the briefing schedule for any responsive motions.

RECITALS

WHEREAS Lead Plaintiffs filed a class action complaint on November 3, 2014 [Docket No. 1];

WHEREAS counsel for the MBII Defendants accepted service of the initial complaint on the MBII Defendants' behalf, and the parties entered into a stipulation continuing the date by which the MBII Defendants must answer or otherwise respond to the complaint until after the Court issued an order pursuant to the PSLRA appointing lead plaintiff(s) and lead counsel [Docket No. 13];

WHEREAS by Order dated February 13, 2015 [Docket No. 18], this Court consolidated the actions denominated as Martinelli v. Marrone Bio Innovations, Inc., No. 2:14-cv-2055-MCE-KJN, Sausman v. Marrone Bio Innovations, Inc., No. 2:14-cv-2072-MCE-KJN, Chen v. Marrone Bio Innovations, Inc., 2:14-cv-2105-MCE-KJN, Oldham v. Marrone Bio Innovations, Inc., 2:14-cv-2130-MCE-KJN, and Special Situations Fund III QP, L.P. v. Marrone Bio Innovations, Inc., No. 2:14-cv-2571-MCE-KJN, designating No. 2:14-cv-2571 as the Master File and administratively closing all of the other consolidated cases;

WHEREAS by that same Order, the Court appointed Special Situations Fund III QP, L.P. and Special Situations Cayman Fund, L.P. as Lead Plaintiffs, and Lowenstein Sandler LLP as Lead Counsel;

WHEREAS by Order dated April 16, 2015 [Docket No. 27], this Court approved the parties' Stipulation (1) Setting Time for Filing of Consolidated Class Action Complaint and (2) Establishing Briefing Schedule for Responsive Motion(s) directed Lead Plaintiffs to file and serve a consolidated complaint no later than thirty (30) days after MBII announces the results of a review of its financial statements, if any, and, if MBII does not so announce by May 13, 2015, file and serve a consolidated complaint no later than June 1, 2015;

WHEREAS on April 23, 2015, MBII announced that (i) its Audit Committee concluded, after consultation with management, that certain financial statements should no longer be relied upon, and (ii) although the Company expects to restate certain of its previously filed financial statements, the Company's evaluation process is ongoing and, accordingly, the Company cannot at this time provide an estimate of the timing, extent, or effect of such restatement (the "Restatement(s)");

WHEREAS by Order dated June 4, 2015 [Docket No. 33], this Court approved the parties' revised Stipulation (1) Setting Time for Filing of Consolidated Class Action Complaint and (2) Establishing Briefing Schedule for Responsive Motion(s) and directed Lead Plaintiffs to file and serve a consolidated complaint no later than sixty (60) days after MBII announces the Restatement(s);

WHEREAS notwithstanding the foregoing, Lead Plaintiffs and Fineman (collectively, "Plaintiffs") filed a Consolidated Amended Class Action Complaint on or about September 1, 2015 [Docket No. 35], in order to preserve certain claims from expiration under any applicable statutes of limitations;

WHEREAS by Order dated September 9, 2015, this Court approved the parties' Stipulation (1) Setting Time for Filing of Amended Consolidated Class Action Complaint and (2) Establishing Briefing Schedule for Responsive Motion(s) [Docket No. 37];

WHEREAS pursuant to the stipulation of the parties, and in light of Plaintiffs' intent to amend the Consolidated Amended Class Action Complaint in light of the Restatement(s), this Court ordered that the MBII Defendants have no obligation to respond to the Consolidated Amended Class Action Complaint;

WHEREAS the Consolidated Amended Class Action Complaint named EY as an additional defendant;

WHEREAS given Plaintiffs' intent to amend the Consolidated Amended Class Action Complaint by filing a Second Consolidated Amended Class Action Complaint in light of the Restatement(s), the parties agree that EY need not respond to the Consolidated Amended Class Action Complaint;

WHEREAS the parties further agree that the interests of justice would be best served by an order providing that the MBII Defendants and EY shall only be obligated to respond to the Second Consolidated Amended Class Action Complaint, and shall both respond to the Second Consolidated Amended Class Action Complaint on the schedule previously stipulated to; that is to say, Defendants shall file and serve any responsive pleading(s) or motion(s) to dismiss no later than sixty (60) days after the filing and service of the Second Consolidated Amended Class Action Complaint;

WHEREAS Defendants expressly preserve, and do not waive any and all defenses.

WHEREAS the statements made in this Stipulation are for the purposes of this Stipulation alone and are not otherwise admissible for any other purpose.

STIPULATION

THEREFORE, IT IS HEREBY STIPULATED AND AGREED by Plaintiffs and Defendants, through their respective counsel of record, as follows:

1. Defendants shall have no obligation to respond to the Consolidated Amended Class Action Complaint.

2. Plaintiffs shall file and serve the Second Consolidated Amended Class Action Complaint no later than sixty (60) days after MBII announces the Restatement(s).

3. Defendants shall file and serve any responsive pleading(s) or motion(s) to dismiss no later than sixty (60) days after the filing and service of the Second Consolidated Amended Class Action Complaint.

4. If a motion to dismiss is filed, Plaintiffs shall file and serve their opposition brief(s) no later than forty-five (45) days after Defendants file and serve their motion(s) to dismiss.

5. Defendants shall file and serve their reply(ies) in further support of the motion(s) to dismiss no later than twenty-one (21) days after Plaintiffs file and serve their opposition brief(s).

6. The discovery-related topics set forth in the Court's Order requiring a Joint Status Report shall be addressed within 45 days of the Court's disposition of Defendants' motion(s) to dismiss, in a manner in conformity with the stay provisions of the Private Securities Litigation Reform Act of 1995.

Pursuant to the parties' stipulation, IT IS SO ORDERED.