JOINT STIPULATION AND ORDER TO STAY PROCEEDINGS

WILLIAM H. ORRICK, District Judge.

STIPULATION AND ORDER

IT IS HEREBY STIPULATED by and between PLAINTIFF GERALD DOUGLAS ("Plaintiff") and DEFENDANTS FRANK WITNEY, NELSON CHAN, GARY GUTHART, JAMI NACHTSHEIM, RICCARDO PIGLIUCCI, MERILEE RAINES, ROBERT TRICE, and AFFYMETRIX, INC. (collectively, the "Defendants"), (Plaintiff and Defendants are to be collectively referred to as the "Parties"), by and through their attorneys of record, that good cause exists for the Court to stay the proceedings in the above-captioned cases based on the following:

WHEREAS, on February 24, 2016, Plaintiff Gerald Douglas filed a putative class action ("Douglas action") in this Court against Affymetrix, Inc. ("Affymetrix") and members of the board of Affymetrix (the "Board" or the "Individual Defendants") alleging violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9, and breaches of fiduciary duties in connection with the proposed merger between Affymetrix and Thermo Fisher Scientific Inc. ("Thermo Fisher"). Douglas Docket No. 1, ¶ 1.

WHEREAS, on March 14, 2016, Plaintiff Steven Merola filed a putative class action ("Merola action"), Case No. 16-cv-01237-WHO in this Court, against Affymetrix and the Board for violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. §§ 78n(a), 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9, and breaches of fiduciary duties in connection with the proposed merger between Affymetrix and Thermo Fisher. Merola Docket No. 1, ¶ 1.

WHEREAS, also on March 14, 2016, Plaintiff Jeffrey S.L. Cheah filed a putative class action ("Cheah action"), Case No. 16-cv-01253-WHO in this Court, against Affymetrix and the Board for violations of Section 14(a) and 20(a) of the Exchange Act, 15 U.S.C. §§78n, 78t(a), and SEC Rule 14a-9, 17 C.F.R. 240.14a-9, in connection with the Board's agreement to sell Affymetrix to Thermo Fisher (the "Proposed Transaction"). Plaintiff Cheah also brought this action against the Board for breaches of fiduciary duties owed to Affymetrix's stockholders, as well as against Affymetrix, Thermo Fisher and White Birch Merger Co. for aiding and abetting such breaches by Affymetrix's directors, in connection with the Proposed Transaction. Cheah Docket No. 1, ¶ 1.

WHEREAS, on May 4, 2016, the Court adjourned the Initial Case Management Conference in the Douglas action until July 19, 2016 and adjourned indefinitely the Defendants' deadline to answer, move to dismiss, or otherwise respond to the Complaint, pursuant to the parties' stipulation;

WHEREAS, on June 29, 2016, the Parties informed the Court that they had reached a tentative settlement in the Douglas action and Related Cases (defined below) and concluded conducting confirmatory discovery, which included three depositions;

WHEREAS, on June 29, 2016, counsel for Plaintiff Douglas also informed the Court that the parties expect to be able to present the stipulation of settlement and motion for preliminary approval within 30 days and requested that all deadlines be vacated;

WHEREAS, on July 8, 2016, Plaintiff Douglas filed an administrative motion to relate the Merola action and the Cheah action (the "Related Cases") to the Douglas action;

WHEREAS, on July 13, 2016, the Court further adjourned the Initial Case Management Conference in the Douglas action until August 9, 2016, pursuant to the Parties' stipulation;

WHEREAS, on July 14, 2016, the Court issued an Order relating the above-captioned cases;

WHEREAS, in view of the foregoing, and in particular the Parties' agreement to settle these actions subject to further documentation and the Court's approval, the Parties respectfully request that this Court stay all proceedings in the Douglas action pending submission of a stipulation of settlement and motion for preliminary approval to this Court. The parties anticipate filing similar stipulations in the Merola and Cheah actions in the near future.

ORDER

IT IS HEREBY ORDERED that:

All proceedings in Douglas v. Witney, et al., Case No. 16-cv-921-WHO, are stayed.