STIPULATION AND [PROPOSED] ORDER REGARDING CONSOLIDATION

LUCY H. KOH, District Judge.

WHEREAS, plaintiff Olga Ratinova ("Ratinova") filed a Verified Shareholder Derivative Complaint on September 27, 2011 (the "Ratinova Action");

WHEREAS, plaintiff Lisa E. Coppola, IRA ("Coppola") filed a Verified Shareholder Derivative Complaint December 28, 2011 (the "Coppola Action");

WHEREAS, all parties agree that consolidating the Ratinova Action, the Coppola Action, and all similar later filed actions is in the interests of judicial economy and the efficient management of this litigation;

WHEREAS, all parties agree that lead and liaison counsel should be appointed on behalf of plaintiffs in such consolidated litigation, with Ratinova and Coppola agreeing that the law firms Levi & Korsinsky LLP ("Levi & Korsinsky") and the Law Offices of David A Bain, LLC (the "Bain Firm") should be appointed Co-Lead Counsel and Bramson, Plutzik, Mahler & Birkhaeuser ("Bramson, Plutzik") should be appointed Liaison Counsel, and Defendants take no position on the appointment of lead and liaison counsel;

NOW, THEREFORE, the parties hereby agree and stipulate as follows:

1. The cases described in this paragraph are referred to herein as the "Consolidated Actions." The above-captioned shareholder derivative actions pending in this District are hereby consolidated pursuant to Rule 42(a) of the Federal Rules of Civil procedure for purposes including, but not limited to, discovery, pretrial proceedings and trial. Any other shareholder derivative action that is subsequently filed in or transferred to this Court that arises out of or is related to the same facts and claims alleged in the complaints in the any of the Consolidated Actions shall be immediately consolidated with the Consolidated Actions, except as specified herein.

2. A Master Docket is hereby established for the Consolidated Actions. The original of this order shall be filed by the Clerk in the Master File. The Clerk shall mail a copy of this Order to counsel of record in each of the Consolidated Actions. Entries in the Master Docket shall be applicable to the Consolidated Actions as more fully set forth below. The Clerk of the Court shall file all pleadings in any of the actions in the Master File and shall note such filing in the Master Docket. No further copies need be filed or docket entries made. The terms of this Order shall not have the effect of making any person, firm or corporation a party to any action in which he, she or it has not been named, served or added as such in accordance with the Federal Rules of Civil Procedure.

3. If a shareholder derivative action related to the same subject matters as these Consolidated Actions is hereafter filed in this Court or transferred here from another Court, the Clerk of this Court shall:

All counsel shall assist the Clerk of the Court by calling to the attention of the Clerk the filing or transfer of any case which might properly be consolidated with these Consolidated Actions.

This Order shall apply to each shareholder derivative action that is subsequently filed in or transferred to this Court, or consolidated with any of these actions, that arises out of or is related to the same facts and claims alleged in the complaints in the Consolidated Actions, unless a party objecting to the consolidation of such case or to any other provision of this Order shall, within ten (10) days after the date upon which a copy of this Order is mailed to counsel for such party, files an application for relief from this Order or any provision herein and this Court deems it appropriate to grant the application. The provisions of this Order shall apply to such action pending the Court's ruling on the application.

The defendants do not have to answer, move or otherwise respond to any complaints filed in any of the actions consolidated hereunder or any action subsequently filed and consolidated, except that defendants must answer or otherwise respond to the Consolidated Complaint to be filed by Co-Lead Counsel in this action or as otherwise ordered by the Court. Nothing in the foregoing shall be construed as a waiver of the defendants' right to object to consolidation of any subsequently-filed or transferred related action.

4. Every pleading filed in these Consolidated Actions shall bear the following caption:

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION

When a document is intended to be applicable to all actions to which this Order is applicable, the words "All Actions" shall appear immediately after the words "This Document Relates To" in the caption set forth above. When a document is intended to be applicable only to some, but not all, actions, immediately after the words "This Document Relates To:" in the caption described above, there shall appear "Civil Action No. [insert number] [insert name of Plaintiff]."

5. Levi & Korsinsky and the Bain Firm are hereby appointed Co-Lead Counsel for plaintiffs in this action. Co-Lead Counsel are hereby vested by the Court with the following responsibilities and duties for plaintiffs in connection with this action:

No motion, request for discovery, or other pre-trial proceedings shall be initiated or filed by any plaintiff except through Co-Lead Counsel. Defendants' counsel may rely upon all agreements made with either Co-Lead Counsel, and such agreements shall be binding on all plaintiffs in this action. Co-Lead Counsel are hereby designated as the counsel for plaintiffs upon whom all notices, orders, pleadings, motions, discovery, and memoranda may be served and defendants shall effect service of papers on plaintiffs by serving Co-Lead Counsel. If defendants file a single pleading or other paper directed to all plaintiffs in this action, the response on behalf of plaintiffs shall be made in a single pleading or other paper to be served by Co-Lead Counsel. All plaintiffs in this action shall be bound by that pleading or paper. The organizational structure established by this Order shall bind counsel for plaintiffs in this action or any subsequently filed cases consolidated therewith.

6. Bramson, Plutzik is hereby appointed Liaison Counsel for plaintiffs in this action. Liaison Counsel will be available and responsible for communications to and from this Court, including distributing orders and other directions from the Court to counsel. Plaintiff's Liaison Counsel will be responsible for creating and maintaining a master service list of all parties and their respective counsel.

7. Waiving only the defenses of insufficiency of process and insufficiency of service of process, the undersigned counsel, on behalf of each named Defendant, acknowledges service of the complaint in the Coppola action.

8. The parties agree that defendants' Motion To Proceed In One Forum, made December 16, 2011 in the Ratinova Action shall be deemed as having been made in all of the Consolidated Actions.

9. The Case Management Conference scheduled for March 27, 2012 in the Coppola Action is adjourned pending consolidation of the above-captioned actions. The parties to the Coppola Action need not file a separate Case Management Conference Statement.

ORDER

The above stipulation having been considered, and good cause appearing therefore,

IT IS SO ORDERED.