(1) STIPULATION RE: DISMISSAL [FRCP 41(A)]; and (2) [PROPOSED] ORDER

SAMUEL CONTI, District Judge.

Plaintiff/Counterdefendant, DIAMOND RIDGE VINEYARDS, LLC, a California limited liability company ("Plaintiff" or "DRV"), on the one hand, and Defendant/Counterclaimant, SMITH-ANDERSON ENTERPRISES, INC., a California corporation ("Defendant" or "SAE"), on the other hand, hereby stipulate as follows:

WHEREAS, DRV filed the complaint in this action on October 21, 2011; and

WHEREAS, SAE filed an answer to the complaint on February 3, 2012; and

WHEREAS, SAE filed a counterclaim on February 3, 2012; and

WHEREAS, DRV answered the counterclaim on March 5, 2012; and

WHEREAS, on July 18, 2012, the parties engaged in mediation and, without any admission of liability on the part of any party, reached a settlement of the entire action, including the claims of both the complaint and counterclaim; and

WHEREAS, DRV and SAE have signed a settlement agreement to encompass settlement on 10/12/12 and 11/6/12, respectively, in settlement of both the complaint and counterclaims; and

WHEREAS, the parties have agreed to dismiss all claims being made by all parties in this action with prejudice; and

WHEREAS, the parties have agreed mutually to waive any attorneys' fees and costs incurred to date in defense and/or prosecution of the above matter;

NOW THEREFORE, the parties agree as follows:

1. The foregoing recitals are hereby incorporated by this reference.

2. In consideration of this Stipulation, the parties agree to a full and complete mutual waiver of any claim for any attorneys' fees or costs incurred to date in the prosecution and defense of this action as against each other.

3. Plaintiff shall file this Stipulation with the Court for an order thereon, dismissing this action with prejudice, each party to bear their own costs, fees and expenses.

[PROPOSED] ORDER

PURSUANT TO THE FOREGOING STIPULATION, IT IS HEREBY ORDERED that the complaint and counterclaim on file in this action are hereby DISMISSED WITH PREJUDICE. The action in its entirety is dismissed with prejudice, each party to bear its own costs and expenses incurred to date in defense and/or prosecution of the above matter, except as otherwise provided in their settlement agreement.

IT IS SO ORDERED.