CLASS ACTION

AMENDED STIPULATION AND ORDER TO CONSOLIDATE RELATED CASES, EXTEND DEFENDANTS' TIME TO ANSWER OR OTHERWISE RESPOND TO THE OPERATIVE COMPLAINT, VACATE THE INITIAL CASE MANAGEMENT CONFERENCE, AND RESET ALL RELATED DEADLINES

[CIVIL L.R. 16-2, 7-12]

HAYWOOD S. GILLIAM, JR., District Judge.

Pursuant to Civil Local Rules 16-2 and 7-12, plaintiffs Iron Workers Local 580 Joint Funds and Michael Oto ("Plaintiffs") and defendants NVIDIA Corporation, Jensen Huang, and Colette Kress ("Defendants," and collective with Plaintiffs, the "Parties), by and through their undersigned counsel, hereby stipulate and agree as follows:

RECITALS

WHEREAS, on December 21, 2018, Plaintiff Iron Workers Local 580 Joint Funds filed a putative class action complaint, captioned Iron Workers Local 580 Joint Funds v. NVIDIA Corporation, et al., Case No. 4:18-cv-07669-HSG (the "Iron Workers Action"), against Defendants for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act");

WHEREAS, on December 28, 2018, a substantially similar putative class action complaint was filed in this District asserting the same or substantially similar claims against Defendants, captioned Oto v. NVIDIA Corporation, et al., Case No. 4:18-cv-07783-HSG (the "Oto Action");

WHEREAS, on January 18, 2019, plaintiff in the Iron Workers Action filed an administrative motion to relate the Oto Action to the Iron Workers Action pursuant to Civil Local Rules 3-12(a) and 7-11 (ECF No. 11) because these actions involve substantially the same parties, events, and claims, and are both class actions brought against the same Defendants under the federal securities laws;

WHEREAS, on January 23, 2019, the Court entered an Order relating the Oto Action to the Iron Workers Action (ECF No. 12);

WHEREAS, cases pending before the same judge, like the Iron Workers and Oto actions, may be consolidated under Federal Rule of Civil Procedure 42 if the actions involve a common question of law or fact;

WHEREAS, under the Private Securities Litigation Reform Act of 1995 ("PSLRA"), if any party has sought to consolidate more than one action on behalf of a class asserting substantially the same claim or claims, the Court shall not make a determination on the appointment of lead plaintiff until after a decision on consolidation is rendered. 15 U.S.C. § 78u-4(a)(3)(B)(ii);

WHEREAS, both actions are styled as federal securities class actions, alleging claims under Sections 10(b) and 20(a) of the Exchange act, on behalf of persons who purchased or otherwise acquired NVIDIA Corporation stock between August 10, 2017 and November 15, 2018, and allege that the same statements made on August 10, 2017, September 6, 2017, November 9, 2017, November 29, 2017, February 8, 2018, February 26, 2018, May 10, 2018, and May 16, 2018 were false and misleading when made;

WHEREAS, to advance the interests of judicial economy and efficiency, prevent duplication, and preserve the Court's and Parties' resources, the Parties agree that the Iron Workers and Oto Actions should be consolidated;

WHEREAS, under the PSLRA, when a putative class action asserting claims under the federal securities laws is filed, a process must be followed whereby the plaintiff gives notice to the putative class, there is a sixty (60) day deadline for motion(s) for appointment of lead plaintiff to be filed, and the Court appoints lead plaintiff(s) and approves the selection of lead counsel. 15 U.S.C. § 78u-4(a);

WHEREAS, under the PSLRA, any purported class member desiring to be appointed lead plaintiff in the Iron Workers Action and Oto Action was required to file a motion for such appointment on or before February 19, 2019. 15 U.S.C. § 78u-4(a)(3);

WHEREAS, on December 26, 2018, this Court issued an Order in the Iron Workers Action, scheduling an Initial Case Management Conference for March 26, 2019 along with related Alternative Dispute Resolution ("ADR") deadlines;

WHEREAS, the Parties anticipate that the actions will be consolidated, a lead plaintiff will be appointed, and the lead plaintiff will accordingly file a consolidated complaint;

WHEREAS, in light of the deadline to file a motion to appoint lead plaintiff and lead counsel, and in the interests of judicial economy and preservation of the Court's and Parties' resources, the Parties agree that Defendants need not answer, move or otherwise respond to the complaints in the Iron Workers Action or the Oto Action or any related action, or subsequently filed actions transferred to this Court, until a date to be set following the appointment of a lead plaintiff pursuant to 15 U.S.C. §78u-4(a)(3)(B) and the filing by such lead plaintiff of a consolidated complaint;

WHEREAS, the Parties agree that, in light of the upcoming deadline to file a motion to appoint lead plaintiff and lead counsel, it would be most efficient to conduct the Initial Case Management Conference after appointment of lead plaintiff and lead counsel; and

WHEREAS, the Parties further agree that within ten (10) days following the appointment of lead plaintiff and lead counsel, lead plaintiff and Defendants will meet and confer and submit a schedule for the filing of a consolidated complaint and Defendants' response thereto.

STIPULATION

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by the Parties hereto, through their undersigned counsel, as follows:

CONSOLIDATION

1. Pursuant to Federal Rule of Civil Procedure Rule 42(a), the above-captioned actions (the "Consolidated Action") shall be consolidated for all purposes, including, without limitation, discovery, pretrial proceedings, and trial.

2. Every pleading filed in the Consolidated Action shall bear the following caption:

3. For all actions subsequently filed in, or transferred to this District, that are related to the Consolidated Action by the Court, the parties (including the parties to the subsequently filed or transferred action) shall meet and confer regarding potential consolidation. If the parties ultimately stipulate to consolidation, such action will be consolidated with the Consolidated Action. If the parties are unable to agree on consolidation, the parties shall bring the matter to the Court's attention within 10 days after the subsequently filed or transferred action is related to the Consolidated Action.

SCHEDULE

1. Defendants need not answer, move or otherwise respond to the pending complaints in the Iron Workers or Oto Actions or any related action, or subsequently filed actions transferred to this Court until a date to be set following the appointment of a lead plaintiff pursuant to 15 U.S.C. §78u-4(a)(3)(B) and the filing by such lead plaintiff of a consolidated complaint in the anticipated Consolidated Action.

2. Within ten (10) days following the appointment of lead plaintiff and lead counsel, lead plaintiff and Defendants will meet and confer and submit a schedule for the filing of a consolidated complaint and Defendants' response thereto.

3. The Initial Case Management Conference in the Iron Workers Action currently scheduled for March 26, 2019, along with any associated deadlines under the Federal Rules of Civil Procedure and Civil Local Rules (including ADR deadlines), shall be vacated and reset until after appointment of lead plaintiff and lead counsel.

4. The Parties do not seek to reset these dates for the purpose of delay, and the proposed new dates will not have an effect on any pre-trial dates as the Court has yet to schedule these dates.

5. The Parties are not waiving any rights, claims, or defenses of any kind except as expressly stated herein, and the Parties reserve the right to seek further extensions of time as circumstances may warrant, subject to the Court's approval.

IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

ATTESTATION OF CONCURRENCE IN FILING

Pursuant to the United States District Court for the Northern District of California, Civil L. R. 5-1(i), I, John C. Dwyer, hereby attest that the concurrence to the filing of the foregoing document has been obtained from the signatories.

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ORDER

PURSUANT TO STIPULATION, IT IS SO ORDERED. The case captioned Oto v. NVIDIA Corporation, et al., Case No. 4:18-cv-07783-HSG is hereby consolidated into the present action. The earlier-filed civil action, Case No. 4:18-cv-07669-HSG shall serve as the lead case. The clerk is directed to administratively close the later-filed civil action, Case No. 4:18-cv-07783-HSG. All future filings should be done in the lead case only and should be captioned "In Re NVIDIA CORPORATION SECURITIES LITIGATION."