STIPULATION AND ORDER

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, pursuant to the Court's November 16, 2017 Order, the parties in this consolidated derivative action (the "Derivative Action") are to submit a proposed scheduling stipulation to the Court by December 15, 2017;

WHEREAS, the parties have met and conferred regarding the forum selection clause contained in Twitter's corporate bylaws and its potential impact on the Derivative Action, and submit this stipulation in connection therewith;

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

WHEREAS, the parties also agree that Plaintiffs expressly reserve and do not waive their right to challenge the validity of Twitter's corporate bylaws, or the application of the bylaws to the Derivative Action; and

WHEREAS, the parties further agree that this stipulation shall have no bearing on whether or not the Derivative Action should be stayed pending resolution of the Securities Action;

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:

1. The parties acknowledge that Twitter's forum selection clause, which is contained in its corporate bylaws and which was in place before the commencement of this Derivative Action, states that "any derivative action or proceeding brought on behalf of [Twitter]" must be litigated exclusively in a "state or federal court located within the state of Delaware."

2. The parties are in the process of drafting a stipulation, which they will present to the Court for its approval by no later than December 31, 2017, that the Derivative Action should be transferred to the United States District Court for the District of Delaware.

3. In entering this stipulation and agreement, Defendants expressly reserve and do not waive their defenses and objections in this Derivative Action, including defenses and objections to jurisdiction, forum, and venue.

4. Plaintiffs also expressly reserve and do not waive their right to challenge the validity of Twitter's corporate bylaws or the application of the bylaws to the Derivative Action.

IT IS SO STIPULATED.

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.

ORDER

PURSUANT TO STIPULATION, IT IS SO ORDERED.