STIPULATION AND [PROPOSED] ORDER REGARDING VOLUNTARY DISMISSAL and Nominal

VINCE CHHABRIA, District Judge.

WHEREAS, on November 3, 2018, plaintiff David Nguyen ("Plaintiff") filed a putative stockholder derivative action (the "Action") on behalf of nominal defendant Nevro Corp. ("Nevro" or the "Company") alleging violations of law—including federal securities law—and breaches of fiduciary duty against certain of the company's officers and directors (collectively, the "Individual Defendants," and with the Company, "Defendants") (Plaintiff and Defendants are collectively referred to herein as the "Parties");

WHEREAS, on January 7, 2019, the Parties filed a stipulation and proposed order (Dkt. 27, "January 7 Stipulation") to stay the Action in anticipation of Nevro's motion to dismiss a factually related and earlier-filed securities class action pending in this Court and captioned as Oklahoma Police Pension and Retirement System v. Nevro Corporation, et al., 18-cv-05181-VC (the "Class Action"), in which the plaintiffs asserted federal securities claims against the Company and certain of its officers and directors;

WHEREAS the January 7 Stipulation stated that "the Parties agree that a ruling on Nevro's anticipated motion to dismiss the Class Action may inform the manner in which this Action proceeds";

WHEREAS, on January 25, 2019, the Court issued an order staying this Action (Dkt. 31);

WHEREAS, on August 1, 2019, the Court granted Nevro's motion to dismiss the Class Action and subsequently issued a final judgment in Nevro's favor in the Class Action;

WHEREAS, on August 26, 2019, the Court issued an order lifting the stay in this Action and directing the parties to "file a joint status report proposing how [the Action] should proceed" (Dkt. 32);

WHEREAS, in light of the Court's ruling on Nevro's motion to dismiss the factually related Class Action, Plaintiff desires to dismiss this Action without prejudice, and the Parties have agreed to the voluntary dismissal of this Action without prejudice pursuant to Federal Rule of Civil Procedure 41(a) with each party to bear its own costs;

WHEREAS, neither Nominal Defendant Nevro nor Defendants have made or promised any payment, direct or indirect, to Plaintiff or his counsel in consideration of the dismissal of this Action;

WHEREAS, no Party shall seek reimbursement from any other party of any fees, costs, expenses, or damages in connection with the filing, prosecution, defense or dismissal of this Action;

WHEREAS, this Stipulation Regarding Voluntary Dismissal is without prejudice and does not constitute or imply any admission or confession by any party regarding the basis for the Plaintiff's allegations in the Action or the merits of any claims or defenses raised therein;

NOW, THEREFORE, the Parties hereby jointly request that the Court enter an Order: Dismissing Plaintiff's claims and this Action without prejudice pursuant to Federal Rule of Civil Procedure 41(a), with each party to bear their own costs and attorneys' fees.

IT IS SO STIPULATED.

FILERS ATTESTATION

Pursuant to Civil L.R. 5-1(i)(3), regarding signatures, I attest that concurrence in the Filing of the document has been obtained from each of the other signatories.

[PROPOSED] ORDER

The Court has received and reviewed the parties' Stipulation Regarding Voluntary Dismissal. Based upon that Stipulation and for good cause shown, IT IS HEREBY ORDERED THAT the above-captioned Action and Plaintiff's claims in the Verified Shareholder Derivative Complaint (Dkt. 1) are hereby DISMISSED without prejudice pursuant to Federal Rule of Civil Procedure 41(a), with each party to bear their own costs and attorneys' fees.

IT IS SO ORDERED.