STIPULATION OF PARTIES AND [PROPOSED] ORDER CONSOLIDATING CASES

WILLIAM H. ALSUP, District Judge.

WHEREAS, pursuant to Federal Rule of Civil Procedure 42(a), the parties in the abovecaptioned related actions entitled Bloom, et al. v. SunEdison, Inc., et al., Case No. 3:16-cv-02265-WHA ("Bloom I") and Bloom, et al. v. Goldman, Sachs & Co., et al., Case No. 3:16-cv-04883-WHA ("Bloom II" and, together with Bloom I, the ""Bloom Actions"), seek to have the Court consolidate the Bloom Actions so that they can be promptly transferred to the United States District Court for the Southern District of New York pursuant to this Court's Order (1) Denying Motions to Remand; (2) Granting Motions to Transfer; (3) Certifying Issue for Interlocutory Review; and (4) Staying Actions, dated August 26, 2016; and

WHEREAS, the Bloom Actions have the same plaintiffs, were filed by the same counsel, and include allegations that plaintiffs purchased the same security and were misled by misrepresentations and/or omissions in certain offering materials concerning the strength and liquidity of SunEdison, Inc. during the same general time period; and

WHEREAS, prior to Defendants' removal of Bloom II: (i) the defendants in Bloom I and three other actions deemed related thereto (collectively, the "Related Actions") moved pursuant to 28 U.S.C. § 1412 to transfer the Related Actions to the Southern District of New York; (ii) plaintiffs in each of the Related Actions moved to remand the Related Actions to San Mateo County Superior Court; and (iii) the parties' motions for remand and transfer were fully briefed and the Court held a hearing to consider those motions;

WHEREAS, on August 26, 2016, in the Related Actions, the Hon. William H. Alsup entered an order: (i) denying plaintiffs' motions to remand the Related Actions, (ii) granting defendants' motions to transfer the Related Actions, (iii) certifying for interlocutory review the question of whether Section 22(a) of the 1933 Securities Act bars removal of actions "related to" a bankruptcy case pursuant to 28 U.S.C. § 1452(a); and (iv) staying the Related Actions until September 5, 2016, unless plaintiffs file a petition pursuant to 28 U.S.C. § 1292(b), in which case the Related Actions are stayed until the United States Court of Appeals for the Ninth Circuit acts upon any such petition;

WHEREAS, the plaintiffs in the Bloom Actions did not file a petition seeking interlocutory review of the Court's August 26, 2016 order as to Bloom I;

WHEREAS, the parties in the Bloom Actions agree to be bound by the Court's August 26, 2016 order as to Bloom II without requiring the parties to separately brief motions to remand and transfer; and

WHEREAS, the parties agree that the Plaintiffs in the Bloom Actions reserve and have not waived their right to argue in Bloom I and Bloom II that the Southern District of New York lacks subject matter jurisdiction to hear the case in the event that the Ninth Circuit reverses this Court's August 26, 2016 order and that the Defendants reserve and have not waived their right to oppose such arguments.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among the undersigned attorneys for the respective parties, subject to the approval of the Court, as follows:

1. The above-captioned Bloom Actions are hereby consolidated before the undersigned Judge.

2. The Bloom Actions shall be transferred to the United States District Court for the Southern District of New York pursuant to 28 U.S.C. § 1412.

[PROPOSED] ORDER

Pursuant to stipulation, IT IS SO ORDERED.