STIPULATION AND [PROPOSED] ORDER FOR ADMINISTRATIVE RELIEF FROM PAGE LIMITATIONS AND PERMISSION TO FILE CONSOLIDATED BRIEFS ON DEFENDANTS' FORTHCOMING MOTIONS TO DISMISS SECOND AMENDED COMPLAINT

[Civ. L.R. 7-11]

EDWARD M. CHEN, District Judge.

Lead Plaintiff City of Pontiac General Employees' Retirement System ("Lead Plaintiff") and Defendants Brocade Communications Systems, Inc. ("Brocade"), Ruckus Wireless, Inc. ("Ruckus"), Selina Y. Lo, Seamus Hennessy, Gaurav Garg, Mohan Gyani, Georges Antoun, Richard Lynch, Stewart Grierson, and Barton Burstein (the "Individual Defendants" and, together with Ruckus and Brocade, "Defendants"), by and through their undersigned counsel, hereby stipulate and agree, subject to Court approval, as follows:

WHEREAS, this is a putative securities class action, subject to the Private Securities Litigation Reform Act of 1995 ("PSLRA"), on behalf of former shareholders of Ruckus, in which Lead Plaintiff challenges numerous aspects of the disclosures and process culminating in the Merger by which Ruckus (previously an independent public company) became a subsidiary of Brocade in May 2016, and

WHEREAS, the operative pleading is Lead Plaintiff's Second Amended Complaint for Violations of §§ 14 and 20(a) of the Securities Exchange Act of 1934 and for Breach of Fiduciary Duties (the "SAC," Dkt. No. 66), filed on March 27, 2017, and

WHEREAS, the SAC asserts claims for relief against Defendants under the federal securities laws as well as state law claims for alleged breaches of fiduciary duties and aiding and abetting such breaches, and

WHEREAS, the SAC also asserts a claim under the federal securities laws against a newly named Defendant, Morgan Stanley & Co. LLC ("Morgan Stanley"), and

WHEREAS, by previous order of the Court (Dkt. No. 65), the motions or other responses of Defendants (other than Morgan Stanley) in response to the SAC shall be filed by April 27, 2017, and

WHEREAS, Defendants' counsel are in communication with counsel for Morgan Stanley, which has not yet appeared in this action, and are seeking to arrange filing of a joint consolidated motion to dismiss the SAC on behalf of all Defendants and Morgan Stanley, and

WHEREAS, Defendants believe it would be most efficient and useful to the Court for them to file a single consolidated motion to dismiss in response to the SAC, rather than what would otherwise be separate motions, and

WHEREAS, with leave of Court, Defendants filed a 43-page consolidated brief in support of their prior motion to dismiss the Amended Complaint (Dkt. No. 42) and, although the SAC drops some allegations from the Amended Complaint, it is longer, adds certain allegations, and adds a new defendant, and

WHEREAS, Defendants intend to reassert their motion to dismiss the state law claims in the SAC on forum non conveniens grounds, which the Court stated at the February 16, 2017 hearing would not need to be refiled and could be deemed still pending, and Defendants otherwise wish to avoid repetitive briefing on their forthcoming motion to dismiss and to avoid burdening the Court, and thus seek leave in their forthcoming motion to dismiss to refer back to their prior briefing of forum non conveniens and certain other issues that remain unchanged in the SAC, and

WHEREAS, based on the foregoing, Defendants believe they could address all relevant issues in as concise a manner as reasonably possible, together with such issues as Morgan Stanley may wish to raise, within a single memorandum of points and authorities of up to 35 pages in length, rather than multiple separate motions that could be substantially longer, and

WHEREAS, Defendants believe that fewer pages would be insufficient to allow a full and fair discussion of the dispositive legal issues on the claims alleged in a single brief, and

WHEREAS, Lead Plaintiff does not object to Defendants' requests for consolidated briefing and extended page limits and reference to prior briefing, provided Plaintiff is permitted the same number of pages for a consolidated opposition, and the parties have agreed to a consolidated reply as set forth below, and

WHEREAS, the parties agree that the briefing and hearing schedule shall otherwise remain as previously specified by the Court,

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned counsel for all parties who have appeared in this action, subject to Court approval, as follows:

1. Defendants may file a single consolidated motion to dismiss setting forth all of their arguments for dismissal of the Second Amended Complaint, the memorandum of points and authorities of which shall not exceed 35 pages in length.

2. Lead Plaintiff may file a single consolidated opposition to Defendants' consolidated motion to dismiss, the memorandum of points and authorities of which shall not exceed 35 pages in length.

3. Defendants may file a single consolidated reply brief in further support of their consolidated motion to dismiss, which shall not exceed 20 pages in length.

4. In briefing the motion to dismiss the Second Amended Complaint, the parties may refer to and incorporate prior briefing on the earlier motion to dismiss the Amended Complaint where appropriate to avoid repetition, provided courtesy copies of such prior briefing are delivered to the Court. Defendants' motion to dismiss state law claims for forum non conveniens shall be deemed still pending with respect to the Second Amended Complaint and the parties need not repeat their arguments.

IT IS SO STIPULATED.

CERTIFICATE OF CONCURRENCE IN FILING (Civ. L.R. 5-1(i)(3))

I, Kevin M. Benedicto, am the ECF User whose identification and password are being used to file this Stipulation and [Proposed] Order for Administrative Relief. In compliance with Local Rule 5-1(i)(3), I hereby attest that Laura Kabler Oswell and David T. Wissbroecker have concurred in this filing.

ORDER

PURSUANT TO STIPULATION, AND GOOD CAUSE APPEARING, THE COURT ORDERS:

1. Defendants will file a single consolidated brief in support of their motion to dismiss the Second Amended Complaint, the memorandum of points and authorities of which shall not exceed 35 pages in length.

2. Lead Plaintiff will file a consolidated opposition to Defendants' motion to dismiss, the memorandum of points and authorities of which shall not exceed 35 pages in length.

3. Defendants will file a single consolidated reply brief in further support of their motion to dismiss, which shall not exceed 20 pages in length.

4. The parties' briefs may refer to and incorporate prior briefing on the earlier motion to dismiss the Amended Complaint where appropriate to avoid repetition. Courtesy copies of any such prior briefing shall be delivered to the Court. Defendants' prior motion to dismiss state law claims for forum non conveniens shall be deemed still pending with respect to the Second Amended Complaint and the parties need not repeat their arguments.