AGRAWAL v. TerraFORM GLOBAL, INC.

ORDER APPROVING

STIPULATED REQUEST TO DISMISS ACTION WITHOUT PREJUDICE

BETH LABSON FREEMAN, Distict Judge.

Pursuant to Fed. R. Civ. P. 41(a)(1) and 23(e), undersigned counsel for named-plaintiff Abhishek Agrawal ("Plaintiff") and undersigned counsel for Defendants TerraForm Global, Inc. ("TerraForm"); SunEdison, Inc.; Ahmad Chatila; Carlos Domenech Zornoza; Jeremy Avenier; Martin Truong; Brian Wuebbels; J.P. Morgan Securities LLC; Barclays Capital Inc.; Citigroup Global Markets Inc.; Morgan Stanley & Co. LLC; Goldman, Sachs & Co.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Deutsche Bank Securities Inc.; BTG Pactual US Capital LLC; Itaú BBA USA Securities, Inc.; SMBC Nikko Securities America, Inc.; SG Americas Securities, LLC; and Kotak Mahindra, Inc. (collectively, "Defendants"), hereby stipulate and respectfully request that the Court enter the proposed order dismissing without prejudice the above-captioned action (the "Action").1 In support of their stipulation and the requested dismissal, the parties state as follows:

WHEREAS, on October 30, 2015, Plaintiff commenced the above-captioned action, Case No. CIV 536045 (the "Action"), against Defendants in the Superior Court of California, County of San Mateo ("San Mateo Superior Court"), filing a Class Action Complaint for Violation of the Federal Securities Laws (the "Complaint");

WHEREAS, in addition to the Action, Iron Workers Mid-South Pension Fund v. TerraForm Global, Inc. et al., Case No. 3:15-cv-06328-BLF; Badri v. TerraForm Global Inc. et al., Case No. 5:15-cv-06323-BLF; Fraser v. Wuebbels, et al., Case No. 5:15-cv-06326-BLF; and Patel v. TerraForm Global, Inc. et al., Case No. 3:16-cv-00073-BLF were each filed in San Mateo County Superior Court between October 2015 and January 2016;

WHEREAS, on December 30, 2015, Defendants removed the Action and the above-named actions, excepting the Patel action, to Federal District Court for the Northern District of California;

WHEREAS, on January 6, 2016, Defendants removed the Patel action to the Federal District Court for the Northern District of California;

WHEREAS, Plaintiff contests the validity of removal jurisdiction in the Action and on January 11, 2016 filed a motion to remand the Action back to the San Mateo Superior Court;

WHEREAS, each of the plaintiffs in the other actions have filed motions to remand those actions back to the San Mateo Superior Court;

WHEREAS, on January 19, 2016, Defendants filed an Administrative Motion to Consider Whether Cases Should be Related Pursuant to Civil Local Rules 3-12 and 7-11, and the Court granted the administrative motion on January 20, 2016.

WHEREAS, on February 3, 2016, Defendants filed oppositions to the motions to remand in the other actions;

WHEREAS, Plaintiff has not been offered and is not receiving any consideration for dismissing the Action. Moreover, there are at least six other class action suits based on substantially and materially identical factual allegations, seeking substantially and materially the same legal and equitable relief, against the same or similar group of Defendants, currently pending before this Court. Accordingly, dismissal of this Action without prejudice will not result in any harm or prejudice to TerraForm shareholders.

IT IS THEREFORE STIPULATED AND AGREED, by and between undersigned counsel and subject to the approval of the Court, that this Action, and all claims asserted therein, against all Defendants should be dismissed without prejudice, and without extinguishing Plaintiff's right, which Plaintiff expressly reserves, to participate in any recovery in the future, if one is obtained, with each party to bear its own costs, fees, and expenses, including attorneys' fees.

SIGNATURE ATTESTATION

I am the ECF User whose identification and password are being used to file the foregoing Stipulated Request to Dismiss Action Without Prejudice. In compliance with Local Rule 5-1(i)(3), I hereby attest that the other signatories have concurred in this filing.

PURSUANT TO STIPULATION IT IS SO ORDERED: The above-captioned action by Plaintiff Abhishek Agrawal is dismissed in its entirety against all Defendants without prejudice and without extinguishing Plaintiff's right to participate in any recovery in the future, if one is obtained. Each party shall bear its own costs, fees, and expenses, including attorneys' fees.