STIPULATION AND [PROPOSED] CONSOLIDATED ORDER

SAMUEL CONTI, District Judge.

Pursuant to Civil Local Rule 23-1(b), and Manual for Complex Litigation, Fourth §§ 11.12, 11.21 and 31 (2004), the parties stipulate, and the Court hereby orders, as follows:

CONSOLIDATION OF RELATED CASES

1. The following are related cases within the meaning of Civil Local Rule 3-12:

2. Pursuant to Federal Rule of Civil Procedure 42(a), these cases are hereby consolidated into Civil Action No. 3:12-cv-00225-SC for pretrial proceedings before this Court. The consolidated action shall be captioned: "In re Netflix, Inc., Securities Litigation."

3. All related actions that are subsequently filed in, or transferred to, this District shall be consolidated into this action for pretrial purposes. This Order shall apply to every such related action, absent order of the Court. A party that objects to such consolidation, or to any other provision of this Order, must file an application for relief from this Order within thirty (30) days after the date on which a copy of the order is mailed to the party's counsel.

4. This Order is entered without prejudice to the rights of any party to apply for severance of any claim or action, for good cause shown.

MASTER DOCKET AND CAPTION

5. The docket in Civil Action No. 3:12-cv-00225-SC shall constitute the Master Docket for this action.

6. Every pleading filed in the consolidated action shall bear the following caption:

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

7. The file in Civil Action No. 3:12-cv-00225-SC shall constitute a Master File for every action in the consolidated action. When the document being filed pertains to all actions, the phrase "All Actions" shall appear immediately after the phrase "This Documents Relates To:". When a pleading applies only to some, not all, of the actions, the document shall list, immediately after the phrase "This Documents Relates To:", the docket number for each individual action to which the document applies, along with the last name of the first-listed plaintiff in said action (e.g., "No. 3:12-cv-00225-SC (City of Royal Oak Retirement System)").

8. The parties shall file a Notice of Related Cases pursuant to Civil Local Rule 3-12 whenever a case that should be consolidated into this action is filed in, or transferred to, this District. If the Court determines that the case is related, the clerk shall:

LEAD PLAINTIFF'S COUNSEL

9. After the Court has designated a Lead Plaintiff, pursuant to 15 U.S.C. § 78u-4(a)(3)(B), the Lead Plaintiff shall designate a law firm or firms to serve as Lead Plaintiff's Counsel, pursuant to 15 U.S.C. § 78u-4(a)(3)(B)(v). Lead Plaintiffs Counsel shall have authority to speak for, and enter into agreements on behalf of, plaintiffs in all matters regarding pretrial procedures, discovery, and settlement negotiations. Lead Plaintiff's Counsel shall manage the prosecution of this litigation to avoid duplicative or unproductive activities. Lead Plaintiff's Counsel shall be responsible for coordination of all activities and appearances on behalf of plaintiffs and for dissemination of notices and orders. Lead Plaintiff's Counsel shall be responsible for communications with the Court. Lead Plaintiff's Counsel shall maintain a master service list of all parties and counsel.

10. Defendants' counsel may rely upon agreements made with Lead Plaintiff's Counsel. Such agreements shall be binding on all plaintiffs.

PLEADINGS AND MOTIONS

11. Defendants are not required to respond to the complaint in any action consolidated into this action, other than a consolidated amended complaint or a complaint designated as the operative complaint.

12. Lead Plaintiff shall file a consolidated complaint within sixty (60) days after entry of the Court's order appointing a Lead Plaintiff and designating Lead Counsel, unless otherwise agreed upon by the parties. The consolidated complaint shall be the operative complaint and shall supersede all complaints filed in any of the actions consolidated herein.

13. Defendants shall respond to the consolidated complaint within sixty (60) days after service, unless otherwise agreed upon by the parties. If defendants file any motions directed at the consolidated complaint, any opposition shall be filed within sixty (60) days after the filing of such motion(s) and any reply shall be filed within thirty (30) days after the filing of the opposition, unless otherwise agreed upon by the parties.

CASE MANAGEMENT

14. In view of defendants' statement of intention to move to dismiss this action and in light of the mandatory discovery stay imposed by the PSLRA, the deadlines established in the January 13, 2012 Order Setting Initial Case Management Conference and ADR Deadlines are withdrawn and the initial Case Management Conference is cancelled.

I, Luke A. Liss, am the ECF user whose ID and password are being used to file this Stipulation and Proposed Order. In compliance with General Order 45, X.B., I hereby attest that Shawn A. Williams has concurred in this filing.

THE FOREGOING STIPULATION IS APPROVED AND IS SO ORDERED.