STIPULATION AND [PROPOSED] ORDER TO CONTINUE THE INITIAL CASE MANAGEMENT CONFERENCE, RESET RELATED DEADLINES, AND EXTEND DEFENDANT'S TIME TO ANSWER OR OTHERWISE RESPOND TO THE COMPLAINT

[CIVIL L.R. 16-2, 7-12]

BETH L. FREEMAN, District Judge.

Pursuant to Civil Local Rules 16-2 and 7-12, Plaintiff Steven Taormina ("Taormina" or "Plaintiff") and defendants Annie's, Inc., John M. Foraker, Kelly J. Kennedy, and Zahir M. Ibrahim (collectively, "Defendants"), hereby agree and stipulate that good cause exists to request an order from the Court extending Defendants' time to respond to the complaint and rescheduling the Initial Case Management Conferences currently set for November 20, 2014, pursuant to this Court's June 11, 2014 Order Setting Initial Case Management Conference and ADR Deadlines (Dkt. #6), and to adjust accordingly the related deadlines set forth therein.

RECITALS

WHEREAS, on June 11, 2014, Plaintiff Taormina filed a putative class action complaint, captioned Taormina v. Annie's, Inc. et al., Case No. 14-cv-02711-BLF (the "Taormina Action"), against Defendants for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934;

WHEREAS, on June 11, 2014, Plaintiff Taormina provided notice to the putative class, and the sixty day deadline to file motions for consolidation of the related actions, appointment of lead plaintiff and approval of selection of lead counsel and liaison counsel has not yet passed;

WHEREAS, on June 30, 2014, a similar putative class action complaint was filed by Donna L. Weiss in this Court asserting the same or substantially similar claims against Defendants, captioned Weiss v. Annie's, Inc. et al., Case No. 14-cv-03001-BLF (the "Weiss Action");

WHEREAS, on August 1, 2014, the parties filed an administrative motion to relate the Taormina Action and the Weiss Action pursuant to Northern District of California Civil Local Rule 3-12(a) because these actions involve substantially the same parties and events and are class actions brought against the same Defendants under the federal securities laws1;

WHEREAS, under the Private Securities Litigation Reform Act of 1995 ("PSLRA"), when a putative class action alleging securities fraud is filed, a process must be followed whereby the plaintiff gives notice to the putative class, there is a sixty (60) day deadline for motion(s) for appointment of lead plaintiff to be filed, and the Court appoints lead plaintiff(s) and approves the selection of lead counsel. 15 U.S.C. § 78u-4(a);

WHEREAS, on August 11, 2014, three purported shareholders filed motions to be appointed lead plaintiff and to consolidate the actions;

WHEREAS, Plaintiff Taormina anticipates that the actions will be consolidated and that the lead plaintiff will accordingly need to file a consolidated amended complaint;

WHEREAS, the parties believe that, in order to avoid the needless waste of the Court's and the parties' resources, it would be prudent to defer the initial case management conference and related deadlines until a lead plaintiff has been appointed, the lead plaintiff's selection of lead counsel has been approved, the lead plaintiff has filed a consolidated amended complaint, Defendants have had the opportunity to file any motion to dismiss, and the Court has ruled on Defendants' anticipated motion to dismiss; and

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by the parties hereto, through their undersigned counsel, as follows:

1. Defendants need not answer, move or otherwise respond to the Complaint in this action or any related, subsequently filed actions transferred to this Court until a date to be set following the appointment of a lead plaintiff pursuant to 15 U.S.C. §78u-4(a)(3)(B) and the filing by such lead plaintiff of a consolidated amended complaint.

2. Within forty-five (45) days from the date that the Court appoints lead plaintiff(s) and lead counsel pursuant to 15 U.S.C. § 78u-4(3)(B), such lead plaintiff(s) shall file an amended consolidated complaint ("Amended Complaint").

3. Within forty-five (45) days from the date that an Amended Complaint is filed by the Court-appointed lead plaintiff(s), Defendants shall file a motion to dismiss, answer, or other response to such Amended Complaint.

4. In the event the Defendants file a motion to dismiss the Amended Complaint, lead plaintiff(s) shall have 45 days from filing of such motion in which to file papers in opposition to the motion. Defendants shall have 30 days from the filing of lead plaintiff's opposition papers in which to file reply papers.

5. The case management conference presently scheduled in the Taormina Action for November 20, 2014, along with any associated deadlines under the Federal Rules of Civil Procedure and Local Rules (including ADR deadlines), shall be vacated, and reset to a date after the Court rules on Defendants' anticipated motion to dismiss the Amended Complaint.

6. This Stipulation is entered into without prejudice to any party seeking any interim relief.

7. Nothing in this Stipulation shall be construed as a waiver of any of Defendants' rights or positions in law or equity, or as a waiver of any defenses that Defendants would otherwise have, including, without limitation, jurisdictional defenses.

8. The Parties have not sought any other extensions of time in this action.

9. The Parties do not seek to reset these dates for the purpose of delay, and the proposed new dates will not have an effect on any pre-trial and trial dates as the Court has yet to schedule these dates.

WHEREFORE, the Parties respectfully request that this Court issue an order granting the parties' request to reset the Initial Case Management Conference and related deadlines as set forth in the following [Proposed] Order.

IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD.

ORDER

PURSUANT TO STIPULATION, IT IS SO ORDERED.