STIPULATION AND PROPOSED ORDER

MAXINE M. CHESNEY, District Judge.

STIPULATION

WHEREAS, on June 28, 2012, defendants removed the above-captioned action (the "Hicks Action"), which asserts claims relating to Defendant Facebook, Inc.'s Initial Public Offering ("IPO") pursuant to Sections 11 and 12(a)(2) of the Securities Act of 1933, from the Superior Court of California, San Mateo County ("San Mateo Superior Court") to the United States District Court for the Northern District of California;

WHEREAS, on June 20, 2012, defendants removed various other actions, including Lapin v. Facebook, Inc., et al., Case No. 12-CV-3195 (MMC); DeMois v. Facebook, Inc., et al., Case No. 12-CV-3196 (MMC); Lazar v. Facebook, Inc., et al., Case No. 12-CV-3199 (MMC); Shierry v. Facebook, Inc., et al., Case No. 12-CV-3200 (MMC); Cuker, et al. v. Facebook, Inc., et al., Case No. 12-CV-3201 (MMC); Lieber v. Facebook, Inc., et al., Case No. 12-CV-3202 (MMC); and Stokes v. Facebook, Inc., et al., Case No. 12-CV-3203 (MMC) (collectively, the "Lazar Actions"), which also assert claims pursuant to Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 relating to Defendant Facebook's IPO, from the San Mateo Superior Court to the United States District Court for the Northern District of California;

WHEREAS, on June 20 and June 21, 2012, the defendants in the Lazar Actions filed motions to stay the Lazar Actions pending a decision on transfer by the Judicial Panel on Multidistrict Litigation (the "MDL Panel"), on July 10, 2012, the plaintiffs in the Lazar Actions filed an opposition to the motions to stay, and on July 18, 2012, the defendants filed a reply in further support of the motions;

WHEREAS, on June 22, 2012, the plaintiffs in the Lazar Actions filed motions to remand the Lazar Actions to San Mateo Superior Court, on July 10, 2012, defendants in the Lazar Actions filed an opposition to the remand motions, and on July 18, 2012, the plaintiffs in the Lazar Actions filed a reply in further support of the motions;

WHEREAS, on July 6, 2012, defendants filed a substantially similar motion to stay the Hicks Action pending the MDL Panel's decision on transfer:

WHEREAS, by an order dated July 10, 2012, the Hicks Action was deemed related to the Lazar Actions, and has been assigned to the same judge as the Lazar Actions;

WHEREAS, on July 19, 2012, plaintiffs in the Hicks Action filed a motion to remand this action to San Mateo Superior Court, which is noticed for hearing on August 24, 2012, at 9:00 A.M., in which the Hicks Action plaintiffs substantially adopted the arguments set forth in the motions for remand filed in the Lazar Actions;

WHEREAS, defendants in the Hicks Action intend to re-notice the stay motion hearing in the Hicks Action to coincide with the remand motion hearing in the Hicks Action;

WHEREAS, the Court is scheduled to hear oral argument on both the motions to remand and the motions to stay in the Lazar Actions on August 10, 2012, at 9:00 A.M.;

WHEREAS, the parties agree that the issues raised in the remand and stay motions filed in both the Lazar Actions and the Hicks Action are substantially the same;

WHEREAS, the parties agree that it would be redundant and a waste of judicial resources to brief these identical issues again in the Hicks Action;

WHEREAS, the parties agree that in the interest of efficiency, the disposition of the remand and stay motions in the Lazar Actions should be dispositive and dictate the outcome of the remand and stay motions in the Hicks Action.

NOW THEREFORE IT IS HEREBY STIPULATED THAT:

1. This Court's ruling and/or disposition on the pending remand and stay motions in the Lazar Actions shall be dispositive of the pending remand and stay motions in the Hicks Action.

2. There shall be no briefing of the remand and stay motions in the Hicks Action.

[PROPOSED] ORDER

It is on this 24th day of July, SO ORDERED.

IT IS FURTHER ORDERED that the August 24, 2012 hearing on the motion to remand and the motion to stay is VACATED.