STIPULATION AND ORDER IN ADVANCE OF MOTION TO DISMISS BRIEFING

KEITH P. ELLISON, Distrit Judge.

WHEREAS, on November 30, 2012, plaintiffs Alameda County Employees' Retirement Association, et al., filed their First Amended Consolidated Complaint in case no. 4:12-cv-01256 ("Alameda");

WHEREAS, on December 21, 2012, BP p.l.c. ("BP"), BP America Inc., BP Exploration & Production Inc., Anthony Hayward, Douglas Suttles, Andrew Inglis, Robert Malone, David Rainey, H. Lamar McKay and Robert Dudley filed a consolidated motion to dismiss the complaint in Alameda (the "Motion");

WHEREAS, a complaint and amended complaints1 incorporating a number of the same statements alleged to be false or misleading in the Alameda complaint were filed in the above-captioned actions2 against the same defendants as well as against Byron Grote, John Browne, and Peter Sutherland3 (together, the "Defendants");

WHEREAS, by an order dated September 30, 2013 and entered on October 3, 2013, the Court granted in part and denied in part the Motion in Alameda;

WHEREAS, by an order entered on November 25, 2013, the Court granted Defendants' Motion for Reconsideration Regarding Application of the PSLRA's Pleading Standards to Plaintiffs' Exchange Act Claims and on December 2, 2013 amended and reissued the order granting in part and denying in part the Motion in Alameda (the "Order");

WHEREAS, the parties in the above-captioned actions have conferred, and agree that the Court will most likely deem the Order to be applicable to the above-captioned actions concerning, inter alia, the issues of choice of law, Defendants' intent to induce reliance, the standards for actual reliance, and whether certain statements alleged to be false or misleading are actionable, and are stipulating to the same;

IT IS HEREBY STIPULATED AND AGREED by and between the undersigned parties, subject to the Court's approval, that English law applies to all claims in the above-captioned actions, except for the Exchange Act claims asserted by Plaintiffs identified in the NYC complaint as NYCERS, Fire, BERS and TVF, and the Plaintiff identified in the Stichting complaint as PME.

IT IS HEREBY FURTHER STIPULATED AND AGREED by and between the undersigned parties, subject to the Court's approval, that the following claims from the abovecaptioned actions are hereby dismissed:

• Negligent misstatement claims based on the alleged statements in BP's 2009 Annual Report (Form 20-F) dated March 5, 2010. (See South Yorkshire ¶ 384; HESTA ¶ 382; Mondrian ¶ 386; NYC ¶ 388; Stichting ¶ 386; Avalon ¶ 282; Houston ¶ 242; KBC ¶ 112; Deutsche ¶ 111; Nova Scotia ¶ 356.)

• All of Plaintiff John Hancock Tax Advantaged Global Shareholder Yield Fund's claims based on statements made after October 30, 2009.

IT IS HEREBY FURTHER STIPULATED AND AGREED by and between the undersigned parties, subject to the Court's approval, that, upon entry of this Stipulation, in their forthcoming amended motion to dismiss Defendants shall not move against the operative complaints in the above-captioned actions-including the unamended complaints in the more recently filed NYC and Nova Scotia actions-on the grounds of intent to induce reliance, actual reliance, the Dormant Commerce Clause, or that the U.S. Supreme Court's decision in Morrison v. Nat'l Australia Bank Ltd., 130 S.Ct. 2869 (2010), precludes the claims. In reliance on this stipulation, the NYC and Nova Scotia Plaintiffs are not exercising their right to amend their complaints at this time.

In addition, WHEREAS, the parties in the above-captioned actions have conferred, and agree that, to the extent certain alleged statements were not at issue in Alameda, certain motion to dismiss decisions rendered in the ADS class action, In re BP p.l.c. Securities Litigation, No. 4:10-md-02185, may be deemed by the Court to be applicable to the above-captioned actions concerning whether certain additional statements alleged to be false or misleading are actionable;

IT IS HEREBY FURTHER STIPULATED AND AGREED by and between the undersigned parties, that, subject to the Court's approval, the following claims from the above-captioned actions are hereby dismissed:

IT IS SO ORDERED.