JOINT STIPULATION DEFERRING ACTION PENDING MEDIATION

MORRISON C. ENGLAND, Jr., Chief District Judge.

Lead plaintiffs Special Situations Fund III QP, L.P. and Special Situations Cayman Fund, L.P. ("Lead Plaintiffs"), additional named plaintiff David M. Fineman ("Fineman and, together with Lead Plaintiffs, "Plaintiffs"), defendants Marrone Bio Innovations, Inc. ("MBII" or the "Company"), Pamela G. Marrone, James B. Boyd, Donald J. Glidewell, Hector Absi, Elin Miller, Ranjeet Bhatia, Pamela Contag, Tim Fogarty, Lawrence Hough, Joseph Hudson, Les Lyman, Richard Rominger, Shaugn Stanley, and Sean Schickedanz (the "D&O Defendants" and, collectively with MBII, the "MBII Defendants"), by and through their undersigned counsel, hereby recite and stipulate, subject to the approval of the Court, the following as concerns staying the action pending the outcome of a mediation.

RECITALS

WHEREAS, Lead Plaintiffs filed a class action complaint on November 3, 2014 [Docket No. 1];

WHEREAS, by Order dated February 13, 2015 [Docket No. 18], this Court consolidated related actions, designating No. 2:14-cv-2571 as the Master File, administratively closed the related actions, and appointed Special Situations Fund III QP, L.P. and Special Situations Cayman Fund, L.P. as Lead Plaintiffs, and Lowenstein Sandler LLP as lead counsel;

WHEREAS, by Order dated December 1, 2015, this Court approved the parties' Stipulation (1) Setting Time for Filing of Amended Consolidated Class Action Complaint and (2) Establishing Briefing Schedule for Responsive Motion(s) [Docket No. 41];

WHEREAS, Lead Plaintiffs filed the Second Amended Consolidated Class Action Complaint on January 11, 2016 [Docket No. 44];

WHEREAS, Plaintiffs and the MBII Defendants intend to enlist assistance of a mediator to help them explore the potential resolution of this action (the "Mediation Proceeding");

WHEREAS the MBII Defendants expressly preserve, and do not waive, any and all defenses; and

WHEREAS, the statements made in this Stipulation are for the purposes of this Stipulation alone and are not otherwise admissible for any other purpose.

STIPULATION

THEREFORE, IT IS HEREBY STIPULATED AND AGREED by Plaintiffs and the MBII Defendants, through their respective counsel of record, as follows:

1. With respect to the MBII Defendants, all proceedings before this Court in this action are stayed pending the outcome of the Mediation Proceeding;

2. If the Mediation Proceeding concludes with no resolution of this action, the Plaintiffs and the MBII Defendants shall (a) inform the Court that the Mediation Proceeding concluded without resolving the action, (b) meet and confer within thirty (30) days following the termination of the Mediation Proceeding to discuss a revised briefing schedule for responsive motions, and (c) submit a proposed briefing schedule to the Court within fifteen (15) days of the meet and confer deadline;

3. In the event that the Court declines to approve this stipulation, Plaintiffs will not seek default and MBII Defendants shall have 60 days from learning that the stipulation was denied in order to respond to the complaint.

ORDER

The Court hereby adopts the parties' above stipulation as its order. The Court further orders that every ninety (90) days, beginning ninety (90) days following the date this Order is electronically filed, the parties shall file joint status reports updating the Court regarding the mediation proceedings.

IT IS SO ORDERED.