TERMINATION, CONSENT AND WAIVER December 1, 2006Zapata Corp • December 7th, 2006 • Fats & oils
To the Purchasers party to the Stock Purchase Agreement relating to the purchase of shares of Omega Protein Corporation:
LETTER AGREEMENTLetter Agreement • December 7th, 2006 • Zapata Corp • Fats & oils • New York
Reference is made to a Stock Purchase Agreement dated as of December 1, 2006 (the “Purchase Agreement”), between Zapata Corporation, a Nevada corporation (the “Zapata”) and certain purchasers (the “Purchasers”) pursuant to which Zapata has agreed to sell to the Purchasers, and the Purchasers have agreed to purchase from Zapata, 5,232,708 shares of the common stock, par value $.01 per share, of Omega Protein Corporation, a Nevada corporation (the “Omega”). In order to induce the Purchasers to complete such purchase, Omega has agreed to provide certain registration rights to the Purchasers with respect to such shares pursuant to a Registration Rights Agreement dated as of December 1, 2006 (the “Registration Rights Agreement”), entered into by Omega and the Purchasers in satisfaction of a condition to closing under the Purchase Agreement. Terms not otherwise defined herein shall have the meanings given to them in the Registration Rights Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 7th, 2006 • Zapata Corp • Fats & oils • New York
Omega Protein Corporation (the “Corporation”) will furnish to any stockholder, upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of stock authorized to be issued and the designation, relative rights, preferences and limitations of each series of Preferred Stock so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series. Any such request may be addressed to the Corporation or to the Transfer Agent.
