CLASS ACTION STIPULATION AND [PROPOSED] ORDER STAYING ACTION

RONALD M. WHYTE, District Judge.

Plaintiff Luis Rodriguez ("Plaintiff") and Defendants Blue Coat Systems, Inc. ("Blue Coat"), Gregory S. Clark, David W. Hanna, Brian M. NeSmith, James A. Barth, Keith Geeslin, James R. Tolonen, Carol G. Mills, Thoma Bravo, LLC ("Thoma Bravo"), Project Barbour Holdings Corporation, and Project Barbour Merger Corp. (collectively, "Defendants" and together with Plaintiff, the "Parties"), through their respective counsel, hereby stipulate as follows:

WHEREAS, on December 23, 2011, Plaintiff filed this action challenging the proposed acquisition of Blue Coat by an investor group led by Thoma Bravo (the "Proposed Transaction");

WHEREAS, on December 27, 2011, Plaintiff filed an amended complaint in this action;

WHEREAS, on January 31, 2012, the Parties agreed to a settlement in principle of this action and entered into a memorandum of understanding to that effect, which is attached hereto as Exhibit A;

WHEREAS, pursuant to the memorandum of understanding, on February 1, 2012, Blue Coat filed with the SEC a Schedule 14A containing supplemental disclosures regarding the Proposed Transaction;

WHEREAS, as a condition of the settlement, Plaintiff agrees to seek to dismiss this action with prejudice;

WHEREAS, in order to permit the Parties to work to finalize the terms of the settlement, the Parties have agreed to stay any further proceedings in this action;

NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned counsel, subject to approval of the Court, as follows:

ORDER

Having received and reviewed the parties' Stipulation, and good cause appearing therefore,

IT IS SO ORDERED.