STIPULATION OF DISMISSAL AND ORDER

ECF NO. 4

JENNIFER A. DORSEY, District Judge.

WHEREAS, on November 6, 2017, Plaintiff Adam Franchi filed a Class Action Complaint in Case No. 2:17-cv-02805 in the United States District Court for the District of Nevada (THE "Franchi Action");

WHEREAS, on November 7, 2017, Plaintiff Michael Fromberger filed the above captioned action;

WHEREAS, on November 13, 2017 Plaintiff Daniel Durkee filed a Class Action Complaint in Case No. 2:17-cv-02849 in the United States District Court for the District of Nevada (the "Durkee Action");

WHEREAS, each of the three actions (collectively, "the Actions") assert claims for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder relating to disclosures made in a Form PREM14A (the "Preliminary Proxy Statement") filed with the United States Securities and Exchange Commission (the "SEC") on or around October 30, 2017, in connection with the proposed acquisition of Omega Protein Corporation ("Omega") by Cooke Inc.;

WHEREAS, following commencement of the Actions, the Parties entered into negotiations and took certain actions that led to the issuance of the Supplemental Disclosures (defined below).

WHEREAS, on November 24, 2017, Omega made certain of the disclosures demanded in the Actions by including them in a Definitive Proxy Statement filed with the SEC ("Supplemental Disclosures");

WHEREAS, Defendants acknowledge that these Supplemental Disclosures were made, at least in part, in response to the Actions;

WHEREAS, based on their review and analysis of the Supplemental Disclosures, Plaintiffs believe that sufficient material information addressing their claims was provided in the Supplemental Disclosures to warrant dismissal of the Complaints as moot;

WHEREAS, on January 30, 2018 the Franchi Action was dismissed;

WHEREAS, on January 30, 2018 the Durkee Action was dismissed;

WHEREAS, as a result of the Supplemental Disclosures, Plaintiffs assert that they have created a substantial benefit for Omega stockholders and that Plaintiffs' counsel have a claim for attorney's fees and expenses in connection with the prosecution of the Actions;

WHEREAS, the parties intend to meet and confer concerning Plaintiffs' counsels' claim for fees and expenses;

WHEREAS, Defendants expressly deny that any claim asserted by Plaintiffs is or ever was meritorious, and continue to deny that they committed or aided and abetted any violation of law, or engaged in any of the wrongful acts alleged in the Complaints, further deny that the Supplemental Disclosures contained any additional facts that were required to be disclosed, and expressly maintain that they have diligently complied with all of their legal obligations;

WHEREAS, for the avoidance of doubt, no compensation in any form has passed directly or indirectly to Plaintiffs or Plaintiffs' counsel, and no promise, understanding, or agreement to give any such compensation has been made; nor have the parties had any discussions concerning the amount of any attorney's fees and expenses; and

WHEREAS, no class has been certified in the Actions.

NOW, THEREFORE, IT IS STIPULATED AND AGREED by the undersigned parties, through their attorneys and subject to the Court's approval, that:

ORDER

Based on the parties' stipulation [ECF No. 4] and good cause appearing, IT IS HEREBY ORDERED that this action is DISMISSED with prejudice, each party to bear its own fees and costs.