STIPULATION AND [PROPOSED] ORDER

(Derivative Action)

JON S. TIGAR, District Judge.

Plaintiffs Jim Porter, Ernesto Espinoza, and Francis Fleming ("Plaintiffs"), individual defendants Richard Costolo, Anthony Noto, Jack Dorsey, Peter Fenton, David Rosenblatt, Marjorie Scardino, Evan Williams, Peter Chernin, Peter Currie, and nominal defendant Twitter, Inc. ("Twitter" and, together with the individual defendants, the "Defendants"), through their respective counsel, hereby stipulate as follows:

WHEREAS, on April 12, 2017, parties filed a Stipulation and [Proposed] Order Staying the Action, pending the outcome of a motion to dismiss a related federal securities class action in this Court, entitled Shenwick v. Twitter, Inc., No. 3:16-cv-05314-JST (the "Securities Action");

WHEREAS, on October 16, 2017, the Court issued an order in the Securities Action granting in part and denying in part defendants' motion to dismiss;

WHEREAS, pursuant to the Court's April 13, 2017 Order, the parties in this consolidated derivative action (the "Derivative Action") are to submit a proposed scheduling stipulation to the Court by November 15, 2017, 30 days after the ruling on the motion to dismiss in the Securities Action;

WHEREAS, the parties have been in ongoing discussions and continue to discuss (1) the impact of the ruling on the motion to dismiss in the Securities Action on the Derivative Action, (2) Defendants' claim that the Derivative Action must be litigated in Delaware pursuant to a forum selection clause, (3) Defendants' position that the Derivative Action should be stayed pending resolution of the Securities Action, (4) the parties' respective positions on the next steps in the Derivative Action, and (5) a proposed schedule with respect to these next steps;

WHEREAS, the parties agree, subject to order of the Court, that they shall continue their discussions and shall submit to the Court a proposed scheduling stipulation on or before December 15, 2017; and

WHEREAS, the parties further agree that by entering into this stipulation, Defendants expressly reserve and do not waive their defenses and objections in the Derivative Action, including defenses and objections to jurisdiction, forum and venue;

NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and between the parties, through their undersigned counsel, subject to the approval of the Court, as follows:

SIGNATURE ATTESTATION

I am the ECF user whose identification and password are being used to file the foregoing Stipulation and [Proposed] Order. In compliance with Local Rule 5-1(i)(3), I hereby attest that concurrence in the filing of this document has been obtained.