Form 8-K
8-K — Limoneira CO
Accession: 0001104659-26-045476
Filed: 2026-04-20
Period: 2026-04-14
CIK: 0001342423
SIC: 0100 (AGRICULTURE PRODUCTION - CROPS)
Item: Entry into a Material Definitive Agreement
Item: Material Impairments
Item: Financial Statements and Exhibits
Documents
8-K — tm2612188d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2612188d1_ex10-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm2612188d1_8k.htm · Sequence: 1
false
0001342423
0001342423
2026-04-14
2026-04-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
United States
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
April 14, 2026
Date of Report (date of earliest event reported)
Limoneira
Company
(Exact Name of Registrant as Specified in its
Charter)
Delaware
001-34755
77-0260692
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
1141
Cummings Road
Santa
Paula, CA 93060
(Address of Principal Executive Offices) (Zip
Code)
(805)
525-5541
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title
of Each Class
Trading
Symbol(s)
Name
of Each Exchange on Which Registered
Common
Stock, par value $0.01 per share
LMNR
The
NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement
On April 14, 2026, Windfall
Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “Company”) entered
into a Purchase and Sale Agreement (the “Purchase Agreement”) with Peak Holdings, LLC, a California limited liability
company (the “Buyer”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common
interest in the Company’s real estate parcels located in Paso Robles, California consisting of (i) 724 acres of land (the “Land”),
(ii) certain improvements and structures situated on the Land including, grape vines and related infrastructure, (iii) to the extent assignable
without cost by the Company, certain intangible property associated with the Land including, licenses, permits, development approvals
and plans, and (iv) all other rights, privileges, easements and appurtenances to the Land and improvements such as mineral rights, development
rights and air rights.
The aggregate purchase
price is $16,000,000, of which $10,000,000 is to be paid to the Company in cash and $6,000,000 is to be paid via promissory note delivered
by the Buyer to the Company and secured by a deed of trust. An amount equal to $500,000 in cash will be deposited by the Buyer in an escrow
account within three (3) business days after the execution of the Purchase Agreement as a refundable down payment (the “Deposit”).
The closing of the transaction is subject to a due diligence period which expires at the close of business on July 1, 2026 (the “Due
Diligence Contingency Period”). The Buyer may terminate the Purchase Agreement in its sole discretion until the closing of the
Due Diligence Contingency Period. At the end of the Due Diligence Contingency Period, the Deposit shall become non-refundable, with one-half
being immediately distributed to the Company in cash.
The foregoing description
of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 which is incorporated
herein by reference.
Item 2.06 – Material Impairments
As a result of the transactions
contemplated by the Purchase Agreement, we determined on April 14, 2026 that we will recognize an impairment of property, plant and equipment
to be recorded in the second quarter of fiscal year 2026, which is currently estimated to be approximately $9,300,000.
Item 9.01 Financial Statements and Exhibits
Exhibits
10.1 Purchase and Sale Agreement, dated as of April 14, 2026, by and between Windfall
Investors, LLC and Peak Holdings, LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 20, 2026
LIMONEIRA COMPANY
By:
/s/ Greg Hamm
Greg Hamm
Vice President, Chief Financial Officer and Treasurer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2612188d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
PURCHASE
AND SALE AGREEMENT
(Windfall Farms)
THIS PURCHASE AND SALE AGREEMENT
(“Agreement”) is made and entered into effective as of April 14 2026 (“Effective Date”), by
and between WINDFALL INVESTORS, LLC, a California limited liability company (“Seller”) and PEAK HOLDINGS, LLC, a California
limited liability company, or its permitted assignee (“Buyer”, and together with Seller, the “Parties”).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby the Parties agree as follows:
1. 1. Definitions.
In addition to other words and terms defined elsewhere in this Agreement, as used herein the following words and terms shall have
the following meanings, respectively, unless the context hereof otherwise clearly requires:
1.1 Cancellation
Procedures where invoked in this Agreement: (i) Buyer shall be entitled to a return of the Deposit (less the Independent Consideration
to be paid to Seller as set forth in Section 3.3 below); (ii) the Parties shall split equally any remaining escrow and title
cancellation fees; and (iii) all obligations under this Agreement shall terminate except for the parties’ obligations under
Sections 5.1.4, and 5.3, and any Seller liability where the Cancellation Procedures arose from a Seller default.
1.2 Closing
the consummation of the purchase of the Property in accordance with the terms of this Agreement.
1.3 Closing
Date the Closing shall occur on or before October 31, 2026 (the “Closing Date”).
1.4 County
San Luis Obispo County, California.
1.5 Deposit
Five Hundred Thousand Dollars ($500,000), to be delivered to Escrow Holder within three (3) business days after mutual execution
and delivery to Escrow Holder of this Agreement. The Deposit shall be placed in an interest-bearing account and treated in accordance
with Sections 3.1 and 6.1.
1.6 Due
Diligence Contingency prior to the expiration of the Due Diligence Contingency Period (as defined below), Buyer, in Buyer’s
sole and absolute discretion, shall have the right to approve or reject, among other things, the suitability of the proposed transaction
for Buyer’s purposes, and all aspects of the Property, including (as defined below) all the Due Diligence Documents (as defined
below in Section 5.1.1) and any and all other matters deemed relevant to Buyer, in Buyer’s sole and absolute discretion.
1
1.7 Due
Diligence Contingency Period Buyer shall have until the close of business (5:00 p.m. PST) on July 1, 2026 to satisfy or
waive, in Buyer’s sole and absolute discretion, the Due Diligence Contingency.
1.8 Escrow
Holder Fidelity National Title Company, Cindy James, 1234 Monterey Street, Suite 110, San Luis Obispo, CA 93401.
1.9 Hazardous
Substances any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant, as defined for purposes of the
CERCLA, or the RCRA, or any other federal, state or local law, ordinance, rule or regulation applicable to the Premises, or any substance
which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance
which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (pcbs), radon gas, urea formaldehyde,
asbestos, lead, or electromagnetic waves.
1.10 Improvements
all structures and improvements situated on or about the Land, if any, including, but not limited to the grape vines and infrastructure
for growing grapes. For purposes of this Agreement, Buyer and Seller agreed that at the Closing Date, Seller will have, on the Property,
certain unharvested Improvements, including grapes (the “Crops”).
1.11 Indemnify indemnify,
defend (with counsel reasonably acceptable to indemnitee), protect and hold harmless.
1.12 Intangible
Property to the extent assignable without cost, all intangible property owned or held by Seller or in which Seller has an interest,
if any, in connection with the Land or the operations thereon, and the right to the use thereof, including Seller’s rights under
governmental approvals for the Project, permits (including any deposits, prepaid permit costs, or reimbursables), licenses, the right
to the use of (without warranty as to exclusivity or otherwise) any names, marks, trademarks, or trade names in connection with the Land
and Improvements or the operations thereon, any and all licenses, permits, development approvals and plans, and all other all rights,
privileges, easements and appurtenances to the Land and Improvements, including, without limitation, any and all mineral rights, development
rights, air rights, and the like.
1.13 Land
that certain parcel of land located at 4710 Flying Paster Lane, Paso Robles (“City”), County of San Luis Obispo,
State of California (APN: 035-361-002, 035-361-003, 035-361-004, and 035-361-005), consisting of approximately 724 acres of land and
as further described on Exhibit A, attached hereto, and incorporated by reference herein as if fully set forth together with
all of the tenements, hereditaments and appurtenances belonging to or in any way appertaining to such real property, and all of Seller’s
right, title and interest in and to any easements and rights appurtenant to such real property.
2
1.14 Material means
having, or if uncertain or unliquidated, reasonably expected to have, an adverse financial impact on Buyer exceeding One Hundred
Thousand Dollars ($100,000.00).
1.15 Permitted
Exceptions (1) current taxes and assessments not yet due and payable; (2) such state of facts disclosed by a survey; (3) all
matters disclosed in Schedule B of the PTR; and (4) liens and encumbrances caused by Buyer. Notwithstanding anything to the contrary,
Permitted Exceptions shall not include any Removed Exceptions.
1.16 Project
the vineyard located on the Land.
1.17 Property an
eighty percent (80%) undivided tenant-in-common interest the Land and the Improvements, plus the Intangible Property, and
Warranties.
1.18 PTR
(Preliminary Title Report) a commitment for a standard CLTA Owner’s title insurance policy for the Land and Improvements issued
by Title Company, naming Buyer as the insured for coverage of the Purchase Price, which may be subject to a survey exception; and the
best available copies of all documents referenced therein.
1.19 Personalty all
mechanical systems, fixtures and equipment (including compressors and engines), all electrical systems, fixtures and equipment, all
heating systems, fixtures and equipment, all air conditioning systems, fixtures and equipment, all plumbing systems, fixtures and
equipment, and all other fixtures, which are owned by Seller and located in or on the Land or Improvements; provided, however, the
Personalty specifically does not include any of Seller’s farming equipment (e.g., trucks, tractors, etc.) or any of the
personal property of the existing tenants except as otherwise set forth in the leases with said tenants.
1.20 Purchase
Price Sixteen Million Dollars ($16,000,000).
1.21 Reasonable
Costs Buyer’s third-party expenses (excluding in-house legal fees) reasonably incurred and documented in connection with the
Property and this transaction, not to exceed One Hundred Thousand Dollars ($100,000.00).
1.22 Removed
Exceptions (1) any mortgages, deeds of trust, mechanics liens and other monetary liens, other than the lien for taxes not yet
due and payable; (2) any lien for assessments or other document of record other than those assessments, which are not yet due and
payable; (3) any documented possessory interests; and (4) any requirements of the Title Company with respect to the legal status
of Seller and the capacity of the parties executing any documents on behalf of Seller.
1.23 Seller’s
Knowledge solely the actual (not imputed) knowledge of Greg Hamm and Harold Edwards as of the date the representation is made as provided
herein and without any duty of discovery, investigation, inquiry or inspection. Greg Hamm and Harold Edwards shall not have any personal
liability under this Agreement or otherwise.
3
1.24 Title
Company Fidelity National Title Company, 1234 Monterey Street, Suite 110, San Luis Obispo, CA 93401.
1.25 Warranties
All assignable warranties and guaranties, if any, relating to the Land or Improvements which are in effect (unexpired) and to the
extent assignable without cost to Seller.
2. Purchase
and Sale of the Property. Subject to the terms, provisions and conditions set forth herein, Seller hereby agrees to sell and convey
title to the Property to Buyer, and Buyer hereby agrees to purchase and acquire title to the Property from Seller.
3. Purchase
Price for Property. The Purchase Price for the Property shall be payable in the following manner:
3.1 Deposit.
3.1.1 Buyer
shall deliver the Deposit to Escrow Holder when required as set forth under the “Deposit” definition above. Upon the expiration
of the Due Diligence Contingency Period, the Deposit shall become non-refundable (except as otherwise expressly set forth herein) and
half of the Deposit (i.e., $250,000.00, the “Half Deposit”) shall be released by Escrow Holder to Seller and shall
be applicable to the Purchase Price at Closing. In the event the Cancellation Procedures are invoked, the entire Deposit (i.e., including
the Half Deposit but less the Independent Consideration) shall be returned to Buyer.
3.1.2 If
the Agreement is terminated prior to Closing pursuant to Sections 5.4 or 11.2, the entire Deposit plus any accrued interest shall be returned
to Buyer. Otherwise, the Deposit shall be non-refundable to Buyer, and either: (i) credited against the Purchase Price at Closing;
or (ii) retained by Seller as liquidated damages pursuant to Section 11.1.
3.2 Balance
of Purchase Price. At Closing, the balance of the Purchase Price as follows:
3.2.1 An
amount equal to Ten Million Dollars and No/100 ($10,000,000.00) (the “Closing Cash”), increased or decreased by any
closing costs and prorations allocable to Buyer as provided below, and less the Deposit and Independent Consideration (as such term is
defined in Section 3.3 below) previously delivered, shall be paid in full by a wire transfer by Buyer to Escrow Holder in immediately
available federal funds, when and as provided in Section 6.2.
3.2.2 The
remaining balance of Six Million Dollars and No/100 ($6,000,000.00) shall be paid pursuant to a promissory note (“Seller Note”),
which shall be secured by a deed of trust (“Deed of Trust”). The Deed of Trust shall be subordinated to any acquisition
loan obtained by Buyer to be secured by the Property.
4
3.3 Independent
Consideration. Whether or not the Closing occurs, upon the earlier of the Closing or termination of this Agreement (whether due to
a Buyer or Seller default failure of a condition or for any other reason), Buyer covenants to pay to Seller One Hundred Dollars ($100.00)
(the “Independent Consideration”), which amount the Parties bargained for and agreed to as consideration for Seller’s
execution, delivery and performance of this Agreement. This One Hundred Dollars ($100.00) is in addition to and independent of any other
consideration or payment provided in this Agreement, is nonrefundable, and shall be retained by Seller notwithstanding any other provision
of this Agreement. The One Hundred Dollar ($100.00) payment shall be credited against the Purchase Price at Closing or the liquidated
damages paid per Section 11.1, as applicable.
4. Title.
4.1 Within
three (3) business days after the Effective Date, Seller shall deliver to Buyer the PTR (including copies of all documents relating
to title exceptions referred to therein).
4.2 Seller
agrees that it will pay off or otherwise remove at Closing any Removed Exceptions. If Seller fails to do so as to any Removed Exceptions
that can be removed by the payment of money, Buyer shall have the option to pay and discharge such Removed Exceptions
out of the Purchase Price. With regard to Removed Exceptions representing monetary liens, Seller is obligated to pay at Closing, Seller
shall be obligated to provide recordable instruments of release or discharge of such encumbrances in form and substance reasonably satisfactory
to Buyer’s counsel and the Title Company at the Closing; provided, however, with respect to an institutional lender, a payoff statement
setting forth the amount required to satisfy in full the monetary lien shall satisfy this obligation, subject to actual discharge following
Closing. Seller shall pay the actual cost of canceling or discharging all such monetary liens required to be discharged of record in accordance
with this Section 4.
5. Due
Diligence.
5.1 Due
Diligence Documents.
5.1.1 Specific
Deliveries. Within three (3) days of opening escrow, Seller shall, at Seller’s sole cost, deliver to Buyer, in addition
to the PTR and to the extent in Seller’s possession or control, copies of the following documents pertaining to the Property (collectively,
“Due Diligence Documents”):
5.1.1.1 Engineering reports,
including but not limited to, soils, geological, structural, traffic, biological, hazardous materials, and any other engineering reports
in Seller’s known possession.
5
5.1.1.2 Inspections of the Property,
including third party reports, performed by or on behalf of Seller used to determine any adverse conditions affecting the Property.
5.1.1.3 All city, county, state,
federal or any other government and/or authorizing agency relating to zoning, regulations, compliance or other “governmental”
approvals or documents, including permits, licenses, communications, etc. relating to the operation of the existing use of the Property.
5.1.1.4 All records, plans,
studies, architectural drawings, renderings, notes, or other documents relating to any proposed use of the Property as was considered
by Seller or any of its agents.
5.1.1.5 Any financial and/or
accounting documents, income and expense statements, “the books,” relating to the operation of the current business conducted
on the Property.
5.1.1.6 Any financial feasibility
studies or reports, including those prepared by third parties, concerning the Property.
5.1.1.7 Any leases (“Leases”)
or any other agreements (“Service Contracts”) affecting or encumbering the Property. On or prior to the last day of
the Due Diligence Contingency Period, Buyer will advise Seller in writing of which Service Contracts it will assume and for which Service
Contracts Buyer requests that Seller deliver written termination at or prior to Closing. If Buyer does not timely deliver notice to Seller
of which Service Contracts it will assume, Buyer shall be deemed to have elected not to assume any assignable Service Contracts at Closing.
Seller shall terminate all Service Contracts that are not so assumed. Buyer must assume the obligations first arising from and after the
Closing Date under those Service Contracts that Buyer has agreed to assume. Seller shall remain obligated for any unsatisfied obligation
under the Service Contracts arising prior to the Closing Date.
5.1.1.8 Any other relevant information
as may be requested by Buyer that is within the Seller’s known possession.
Seller shall establish a dropbox
by which Buyer may access the Due Diligence Documents electronically.
5.1.2 Other
Records and Reports. In addition to the Due Diligence Documents, on three (3) business days advance notice from Buyer, Seller
shall, to the extent in Seller’s possession or control, provide access for inspection and copying to all of Seller’s books
and records relating exclusively to the Property and the Project (but excluding internally prepared proformas) to be inspected by the
Buyer at the offices of Seller during regular business hours.
6
5.1.3 Seller’s
Reports. Buyer acknowledges and agrees that Buyer has not relied and shall not rely on any of the studies, reports, documents, surveys,
plans and specifications, work product, maps, letters, Warranties, or other related materials or information, if any, delivered or made
available to Buyer (collectively, “Seller’s Reports”) by Seller or any partners, officers, directors, members,
parents, affiliates, agents, employees, directors, officers, representatives, attorneys, contractors or consultants of any such persons
(collectively, “Seller’s Agents”). It is specifically understood and agreed that, except as otherwise expressly
provided in this Agreement, to the extent Seller has delivered and does deliver (or has made or does make available) to Buyer any Seller’s
Reports, Buyer acknowledges and agrees that Seller makes no covenant, representation or warranty whatsoever as to any Seller’s Reports,
including their content, reliability, accuracy and completeness or any right of Seller to permit the use thereof by third parties and
Seller shall have no liability to Buyer for any deficiencies in any such Seller’s Reports. If Buyer elects, in its sole discretion,
to commission any third-parties for any reports or studies relating to the Property, then such reports and studies shall be commissioned
by Buyer in its sole discretion and expense. Moreover, Seller acknowledges Buyer may desire to discuss or otherwise inquire about matters
related to the Property with various governmental entities, Seller’s consultants, and other third parties. In this regard, Buyer
is permitted to contact all necessary third parties, and discuss with such third parties the Due Diligence Documents; provided, however
(during the Escrow), for all governmental entities and third parties that are in privity of contract with Seller (but not third party
consultants of Buyer), Seller is first given at least two (2) business days’ prior written notice (email acceptable for this
clause) and a reasonable opportunity to be present at such contact or discussions at a time and location reasonably convenient to Seller.
Buyer acknowledges and agrees that Seller makes no covenant, representation or warranty whatsoever as to the statements or communications
of these third parties, including their content, reliability, accuracy and completeness and Seller shall have no liability to Buyer for
any inaccuracies, misstatements or deficiencies in any such communications with such third-parties.
5.1.4 Return
of Documents. If this Agreement is terminated prior to Closing for any reason (except as provided in (iii) below), then promptly
following such termination, and as a condition of the return of the Deposit to Buyer if Buyer is so entitled in accordance with the terms
of this Agreement, Buyer shall within three (3) business days after termination: (i) delete or destroy all original Due Diligence
Documents and copies made by Buyer or transferees thereof from Buyer; and (ii) provide a certification by Buyer that all electronic
records and files pertaining to the Property have been deleted or destroyed.
5.2 Appraisal.
An appraiser engaged by Buyer’s lender (if any) shall have the right at reasonable times and subject to the rights of tenants, to
enter the Land and Improvements, for the purpose of conducting such appraiser’s appraisal thereof. Buyer agrees to provide Seller
with two (2) business days’ notice prior to any such entry of the Land and Improvements. Seller shall have the right to have
one (1) or more of its agents or representatives accompany the appraiser at all times while the appraiser is on the Property, so
long as Seller and/or such representatives make themselves available at the reasonable times when the appraiser intends to access the
Property.
7
5.3 Inspections.
Until the expiration of the Due Diligence Contingency Period, Buyer, through its agents, employees and independent contractors (“Buyer’s
Agents”), has the right to enter the Land and Improvements, for the purpose of inspecting the same and performing, at its sole
cost and expense, environmental, engineering and other inspection or tests thereon. Buyer agrees to provide Seller with no less than two
(2) business days’ notice prior to performing any such inspections or tests, which inspections and tests shall be subject to
Seller’s reasonable approval. Buyer shall have no right to perform any invasive testing or borings without Seller’s prior
written consent which shall not be unreasonably withheld, conditioned or delayed. Seller shall have the right to have one (1) or
more of its agents or representatives accompany Buyer or Buyer’s Agents at all times while Buyer or Buyer’s Agents are on
the Property provided that Seller’s agents or representatives are reasonably available. As a condition to any entry, Buyer shall
provide Seller with sufficient evidence to show that Buyer and Buyer’s Agents, who are to enter upon the Property, are adequately
covered by a general commercial liability insurance policy issued by a carrier reasonably acceptable to Seller against any and all liability
arising out of Buyer’s or Buyer’s Agents’ entry upon and Inspection of the Property, including any loss or damage to
the Property, with coverage in the amount of not less than One Million Dollars ($1,000,000.00) per occurrence. Buyer’s liability
insurance policy shall name Seller as an additional insured.
5.4 Indemnity.
Buyer Indemnifies Seller, and its partners, members and managers, and each of their respective partners, members, managers, officers,
directors, shareholders, employees, agents, consultants, and the existing tenants against any loss, damage or liability caused by Buyer
or its employees or agents arising or connected with said presence on the Property, inspections and/or testing, including any mechanics’
or materialmen’s liens, attorneys’ fees and court costs incurred in connection with the defense of said claims; provided,
however, such obligation shall not be applicable to Buyer’s mere discovery of any preexisting adverse physical or environmental
condition at the Property. Buyer’s indemnity pursuant to this Section 5.4 shall survive the termination or expiration of this
Agreement.
5.5 Due
Diligence Contingency Period; Disapproval by Buyer. Buyer may terminate this Agreement for any reason whatsoever by delivery of written
notice of such termination before the expiration of the Due Diligence Contingency Period. If Buyer delivers written notice of disapproval
prior to the expiration of the Due Diligence Contingency Period, such written notice shall be deemed to be Buyer’s irrevocable election
to terminate this Agreement, in which event all rights and obligations of the parties pursuant to this Agreement shall terminate other
than any rights and obligations which, by the express terms hereof, survive any termination of this Agreement, and the Deposit shall be
refunded to Buyer by Escrow Holder within three (3) business day after the expiration of the Due Diligence Contingency Period. In
the event Buyer delivers written notice of approval or otherwise waives the Due Diligence Contingency, or ifBuyer fails to timely deliver
Buyer’s written notice with respect to the Due Diligence Contingency prior to the expiration of the Due Diligence Contingency Period,
then all of the conditions in Sections 5.1 and 5.2, and Buyer’s right to terminate per this Section 5.5 shall be deemed
waived and Buyer shall have no further rights thereunder, the entire Deposit shall become fully non-refundable and thereafter
shall be either applied or released as provided in Section 3.1 above. If Buyer terminates this Agreement before the expiration of
the Due Diligence Contingency Period pursuant to this Section, the Cancellation Procedures shall apply.
8
5.6 Buyer
Closing Conditions. The following are conditions to Closing for Buyer’s benefit, unless they have been waived by Buyer:
5.6.1 Default.
As a Buyer Closing condition, (i) Seller shall not be in default of any Seller pre-Closing covenant under this Agreement and (ii) Seller’s
representations and warranties in Section 8 of this Agreement shall be true and correct in all material respects as of the date of
this Agreement and the Closing Date.
5.6.2 Changes.
As a Buyer Closing condition, no Material Change (other than those which are timely cured prior to Closing) shall have occurred. The term
“Change” means a physical, legal or operational change in the condition of the Property. Seller covenants to deliver prompt
written notice of any Material Change discovered by Seller.
5.6.3 Title
Policy. As a Buyer Closing condition, Title Company shall be irrevocably committed to issue at the Closing with respect to the Property
an original standard coverage (or, at Buyer’s election and expense, extended coverage) owner’s policy of title insurance on
the standard current form of Escrow Holder, in the amount of the Purchase Price, subject to no exceptions other than the Permitted Exceptions
(the “Title Policy”).
5.6.4 Condemnation.
As a Buyer Closing condition, neither Buyer nor Seller shall have received notice of a pending or threatened action, suit or proceeding
to condemn or take all or any part of the Property under the power of eminent domain (“Condemnation”). Seller shall
promptly notify Buyer in writing of any Condemnation pending or threatened in writing which Seller discovers after the Effective Date.
If a Condemnation occurring after the Effective Date and prior to Closing but Buyer nonetheless waives this condition, then upon the Closing,
Seller shall deliver all Condemnation awards received and assign the right to Buyer to any future Condemnation awards. Notwithstanding
any Condemnation, there shall be no reduction in the Purchase Price.
5.6.5 Casualty.
If prior to Closing there shall be any material damage or destruction to the Property by fire or other casualty, which cannot be repaired
by Seller on or before the scheduled Closing Date, Buyer, at its election, may within thirty (30) days after receipt of written notice
of such casualty, terminate this Agreement by written notice to Seller, whereupon the Cancellation Procedures shall apply. In the event
that the Buyer does not terminate this Agreement as provided above, Seller shall assign and transfer to Buyer on the Closing Date, all
of the Seller’s right, title and interest in and to the insurance proceeds paid or payable to Seller on account of such fire or
other casualty and any deductible shall be credited against the Purchase Price. In the event that the proceeds of insurance intended to
be assigned to Buyer hereunder are paid to the lender holding a mortgage on the Property, the Purchase Price shall be reduced by the amount
of the proceeds of such insurance policy actually paid to such lender.
9
5.6.6 Delivery
of Seller’s Closing Deliveries. Seller (a) has delivered all of the Seller’s Closing Deliveries as set forth in Section 6.3.1
and all of the documents and other items required pursuant to Section 4, and (b) has otherwise performed all other covenants,
undertakings and obligations required by this Agreement, to be performed or complied with by Seller at or prior to Closing.
5.7 Failure.
Upon failure of a Section 5.6 condition, Buyer may as its sole remedy (unless such condition failed as a result of Seller’s
breach of a representation and warranty or covenant expressly set forth in this Agreement, in which case Buyer shall also have the remedies
in Section 11.2), terminate this Agreement, whereupon the Cancellation Procedures shall apply.
5.8 Negotiation
and Approval of Post-Closing and Financing Documents. As a condition to the obligations of both Buyer and Seller to consummate the
Closing, the parties shall have negotiated, finalized, and mutually agreed upon the following documents, each in form and substance satisfactory
to both Buyer and Seller (collectively, the “Required Documents”): (a) the Seller Note; (b) the Deed of Trust;
(c) the TIC Agreement (defined below); and (d) the MSA (defined below). If the Required Documents have not been fully negotiated,
finalized, and mutually executed on or before the date that is sixty (60) days after the Effective Date (the “Document Approval
Deadline”), then either Buyer or Seller may terminate this Agreement by written notice, whereupon the Cancellation Procedures
shall apply. Each party agrees to negotiate the Required Documents in good faith and with reasonable diligence.
6. Closing.
6.1 Opening
of Escrow. Escrow shall be opened upon delivery to Escrow Holder of a fully signed copy of this Agreement. Escrow Holder is hereby
directed to disburse funds held by it in accordance with the terms and provisions of this Agreement, or as otherwise directed in a writing
signed by both Buyer and Seller, or their legal counsel described in the Section 12 notice provisions. These instructions shall be
irrevocable and shall supersede any conflicting provision in Escrow Holder’s general conditions or in any escrow instructions executed
upon Escrow Holder’s request. This Agreement shall constitute escrow instructions to Escrow Holder. Seller and Buyer shall execute
such reasonable additional and supplementary escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms
of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any
such additional or supplementary escrow instructions, the terms of this Agreement shall control.
10
6.2 Closing
Date. Provided the Section 5.6 conditions have been satisfied or waived and the Section 6.3 deliveries have been made, the
Closing shall occur on the Closing Date; provided, however, that if the Closing Date falls on a Saturday, Sunday or holiday the Closing
shall occur on the next business day thereafter. The Closing shall take place through escrow at the Escrow Holder’s office or at
such other place and time as the parties shall mutually agree.
6.3 Closing
Deliveries.
6.3.1 By
Seller. On or before one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Holder
the following, fully executed and acknowledged by Seller as applicable:
(1) A
grant deed in the form of Exhibit B, attached hereto (“Deed”);
(2) Duplicate
originals of the Assignment and Bill of Sale in the form of Exhibit C, attached hereto (“Bill of Sale”);
(3) Duplicate
originals of the tenancy-in-common agreement between Seller and Buyer governing the ownership, management, operation, and disposition
of the Property after Closing (“TIC Agreement”);
(4) Duplicate
originals of the management services agreement pursuant to which Seller (or its affiliate, upon the consent of Buyer) will farm the Property
for a certain period of time post-Closing (“MSA”);
(5) A
FIRPTA affidavit in a form prepared by Escrow Holder (“Affidavit”);
(6) A
duly executed Real Estate Withholding Exemption Certificate and Waiver Request for Non-Individual Sellers, California Form 593 (the
“Withholding Certificate”);
(7) Escrow
Holder’s settlement statement;
(8) Such
owner’s affidavits and other documents as Escrow Holder may reasonably require in order to issue the Buyer’s Title Policy;
11
(9) Any
other monies, documents, instruments, records, correspondence or agreements called for hereunder that have not previously been delivered
to Buyer; and
(10) Originals
(or copies certified to be true and correct) of all Warranties;
6.3.2 By
Buyer. On or before the Closing, Buyer shall deliver, or cause to be delivered, to Escrow Holder the following, fully executed and
acknowledged by Buyer as applicable:
(1) The
Closing Cash;
(2) Duplicate
originals of the Bill of Sale;
(3) Duplicate
originals of the TIC Agreement;
(4) Duplicate
originals of the MSA;
(5) An
original of the Seller Note;
(6) An
original of the Deed of Trust;
(7) Escrow
Holder’s settlement statement;
(8) Any
other monies, documents, instruments, records, correspondence or agreements called for hereunder that have not previously been delivered
to Seller; and
(9) A
Preliminary Change of Ownership Report (PCOR) and Tax Transfer Affidavit (TTA) in the respective forms required by the County, executed
on behalf of Buyer.
6.4 Closing
Procedures.
6.4.1 Recordings.
Upon receipt of the funds and instruments described in this Section 6 and written notice to proceed from Buyer and Seller, Escrow
Holder shall record all documents necessary for title to the Property to be conveyed to Buyer free and clear of all liens and encumbrances
and other matters of record, except for the Permitted Exceptions. Escrow Holder shall also record the Deed of Trust.
6.4.2 Deliveries.
Following recording of the Deed and Deed of Trust, Escrow Holder shall immediately: (i) deliver to Buyer: the original Bill of Sale;
the original Affidavit; and any other documents delivered into escrow by Seller; and (ii) deliver to Seller: the balance of the Purchase
Price, less the Deposit and Independent Consideration to the extent made by Buyer and released to Seller, and less Seller’s share
of prorations set forth in Section 6.5, and Seller’s Closing Costs set forth in Section 6.6; the original Seller Note;
and any other documents delivered into escrow by Buyer.
12
6.4.3 Ex-Escrow
Deliveries. Promptly following the Closing, Seller shall deliver to Buyer outside of Escrow (to be delivered to Buyer’s office
at the notice address below) all of the following in Seller’s possession or control: keys to the Improvements; service contracts,
if any assumed by Buyer; Intangible Property; and any other books and records pertaining exclusively to
the Property and required, necessary or reasonably desirable for the future ownership and operation of the Property.
6.5 Prorations.
At Closing, the following prorations shall be computed and apportioned between Buyer and Seller as of the date of Closing based on the
ratio of the number of days in the period for which such charges are paid to the number of days in such period (i) before but not
including the date of Closing and (ii) from and after the date of Closing:
6.5.1 The
parties shall prorate all rents payable under the Leases (if any) (“Rents”). Buyer will receive a credit at Closing
for the prorated amount of all Rent previously paid to, or collected by, Seller and attributable to any period from and after the Closing
Date. Rents are “Delinquent” when they were due on or prior to the Closing Date, and payment thereof has not been made on
or before the Closing Date. Delinquent Rent shall not be prorated at Closing. Seller shall be entitled to all rent collected prior to
Closing and attributable to any period on or prior to the Closing Date, as well as any and all Rents collected after Closing to the extent
such amount relates to any Delinquent Rent. Buyer shall be entitled to all Rents actually collected prior to Closing and attributable
to any period on and after the Closing Date, as well as any Rents (other than Delinquent Rent) collected after the Closing Date. Any Rent
collected by Seller and due Buyer per the terms of this Agreement shall be promptly remitted to Buyer by Seller except to the extent Buyer
received a credit for such amounts through Escrow Holder in accordance with this Section 6.5.1. Notwithstanding anything to the contrary
contained herein, the term “additional rents” shall mean any and all amounts due from the existing tenants for operating expenses,
common area maintenance charges, taxes, shared utility charges, management fees, insurance costs, other comparable expenses and pass-through
charges and any other tenant charges. The provisions of this Section 6.5.1 shall survive the Closing and the delivery of any conveyance
documentation.
6.5.1.1
The parties shall not prorate Rents which are past due prior to the Closing Month (“Receivables”) until collected.
Rents collected after Closing by Buyer shall be allocated: first to Buyer to the extent of collection costs; next to Buyer to the extent
of Rents applicable to the post-Closing period and then due and payable; next to Seller to the extent of Receivables; and the remainder
to Buyer. Buyer shall have no obligation to undertake collection efforts of any kind with respect to Rents due for any periods prior to
the Closing. Seller shall retain the right to commence collection actions for Receivables (without any right to terminate the Leases or
evict existing tenants).
13
6.5.2 Expenses.
Water, sewer and utility charges and any other amounts payable under any service contracts assumed by Buyer.
6.5.3 Taxes.
Real and personal property taxes and assessments on the Property (“Taxes”) shall be prorated on the actual number of
days elapsed.
6.5.4 Security
Deposits. The security deposits held by Seller under Leases shall be given to Buyer by a credit to the cash required of Buyer at Closing.
6.5.5 Re-prorations.
Seller and Buyer hereby agree that if any of the Section 6.5 prorations cannot be calculated accurately as of the Closing Date, then
the same shall be estimated (based on current information then known, such as the most recent tax bills) for the purposes of Closing and
within thirty (30) days after the Closing Date, or as soon thereafter as sufficient information is available to permit the parties to
effectively and equitably calculate such prorations, either party owing the other party a sum of money based on such subsequent prorations
shall pay such sum to the other party within ten (10) days after such calculations.
Escrow Holder, with the cooperation
of Seller and Buyer, shall prepare a preliminary Closing settlement statement not less than three (3) business days before the Closing
Date reflecting the prorations, apportionments, credits and adjustments described in this Section 6.5, and all other costs and credits
required to be paid or credited pursuant to this Agreement on the Closing Date. Buyer and Seller shall each deliver an executed copy of
the final, mutually agreed upon version of such settlement statement to the Escrow Holder on or prior to Closing. The provisions of this
Section 6.5 shall survive the Closing.
6.6 Closing
Costs. Seller shall pay: (1) the real estate transfer tax; (2) costs of removing any lien, assessment or encumbrance required
to be discharged hereunder in order to convey title to the Property as herein provided; (3) the cost of the standard policy of title
insurance required to be delivered pursuant to Section 5.6.3; (4) fifty percent (50%) of the Escrow Holder’s escrow fees;
(5) Seller’s legal fees, (6) Broker’s fees (to be paid through escrow); and (7) such other costs and expenses
related to the acquisition of the Property normally paid by a seller in the County. Buyer shall pay: (a) Deed recordation costs;
(b) all costs of title insurance other than that described in subsection (3) above including, without limitation, premiums for
extended and/or Lender’s coverage, any survey obtained by Buyer and any endorsements; (c) fifty percent (50%) of the Escrow
Holder’s escrow fees; (d) Buyer’s legal fees, (e) the cost of any studies or investigations conducted by Buyer;
(0 the cost of any appraisal by Buyer’s lender, and (g) such other costs and expenses related to the acquisition of the Property
normally paid by a buyer in the County.
14
7. Seller’s
Escrow Period Covenants. Commencing on the Effective Date and continuing until the Closing or earlier termination of this Agreement,
Seller covenants as follows:
7.1 Condition
of Property. Subject to Section 7.3 below, Seller shall maintain the Property consistent with its current practices. From and
after the expiration of the Due Diligence Contingency Period, Seller shall not amend or terminate any service contracts or enter into
any new service contracts which cannot be canceled as of Closing without consent of Buyer. Seller shall promptly deliver or has delivered
in accordance with the terms of this Agreement copies of all service contract terminations and amendments and new service contracts executed
before the Effective Date. Seller will provide Buyer with copies of any notices, correspondence or other information in its possession
or control that: (i) would have a Material impact on Seller’s ability to meet its obligations under this Agreement, (ii) would
have a Material impact on the value of the Property or the ability of the parties to close the transaction contemplated herein, including,
without limitation, the occurrence of any new and Material Hazardous Substances release at the Property in violation of Environmental
Laws, (iii) pertains to a fire or other casualty causing Material damage to the Property, or any portion thereof, (iv) pertains
to eminent domain proceedings or condemnation of or affecting the Property, or any portion thereof, (v) any Material default of any
lien or security interest in or encumbering the Property, or any portion thereof, or (vi) any actual
or threatened Material claim or litigation against Seller or affecting or relating to the Property, or any portion thereof.
7.2 Title.
Seller shall not cause, permit or suffer any encumbrances or monetary liens on, or other changes to title to, the Property except for
those expressly allowed as Permitted Exceptions. By Closing, Seller shall remove all Removed Exceptions.
7.3 Intentionally
Omitted.
7.4 Failure.
Upon failure of a Section 7.1 or 7.2 covenant Buyer shall be entitled to the remedies in Section 11.2.
7.5 Crop
Ownership. The Crops shall remain the personal property of Seller who shall, at all times before and after Closing, have unrestricted
and unimpeded access to monitor, protect, maintain, and harvest the Crops. All harvest costs shall be borne by Seller and the proceeds
from the same shall belong solely to Seller until the end of the 2026 harvest season, meaning the period of time commencing on or about
August 1, 2026 and expiring on the date that all Crops have been harvested, in no event later than November 30, 2026. Beginning
on the first day after the end of the 2026 harvest season, the rights and responsibilities relating to the growing, maintenance, harvesting,
and sale of the Crops shall be governed exclusively by the Management Services Agreement. This Section 7.5 constitutes a post-Closing
covenant and shall survive the Closing, and any termination or expiration of this Agreement.
15
8. Seller
Representations and Warranties. Except as otherwise expressly set forth to the contrary in this Agreement or otherwise disclosed in
the Due Diligence Documents, Seller makes the following representations and warranties as of the Effective Date and again as of Closing,
subject to Section 13.9:
8.1 Seller
is duly organized, validly existing and in good standing under California law. Seller has obtained all necessary authorizations and consents
to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby. This Agreement and the other
documents to be executed by Seller hereunder will have been duly entered into by Seller and will constitute legal, valid and binding obligations
of Seller enforceable in accordance with their respective terms.
8.2 Seller
is not a “foreign person” within the meaning of Section 1445(0(3) of the Internal Revenue Code of 1986, as amended.
8.3 The
execution, delivery and performance of this Agreement and the Closing hereunder will not conflict with any agreement, contract or law
applicable to Seller nor constitute a default under any agreement or instrument to which Seller is a party or by which Seller or the Property
are bound.
8.4 Seller
has not: (1) made a general assignment for the benefit of creditors; (2) filed any voluntary petition in bankruptcy; (3) received
notice of the appointment of a receiver to take possession of all or substantially all of its assets; (4) received notice of the
attachment or other judicial seizure of all or substantially all of its assets; (5) admitted in writing its inability to pay
its debts as they come due; or (6) made an offer of settlement, extension or composition to its creditors generally.
8.5 There
is no litigation, arbitration or administrative proceeding served upon Seller or, to Seller’s Knowledge pending or threatened in
writing against Seller, with respect to the Property or this Agreement.
8.6 Seller
has received no written notice from any governmental authority with jurisdiction over the Property (i) of a pending condemnation;
or (ii) alleging any current violation of any laws applicable to the Property.
8.7 Seller
is not now, and shall not at any time until the Closing Date be, an individual, corporation, partnership, joint venture, association,
joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government
or any agency or political subdivision thereof, or any other form of entity (collectively, a “Person”) with whom a United
States citizen, entity organized under the laws of the United States or its territories (collectively, a “U.S. Person”)
is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States
law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”)
(including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise.
Neither Seller nor any Person who is affiliated with or owns an interest in Seller (collectively, a “Seller Party”)
does business with, sponsors, or provides assistance or support to, the government of, or any person located in, any country, or with
any other person, targeted by any of the economic sanctions of the United States administered by OFAC; Seller is not owned or controlled
(within the meaning of the regulations promulgating such sanctions or the laws authorizing such promulgation) by any such government or
person; and any payments and/or proceeds received by Seller under the terms of this Agreement will not be used to fund any operations
in, finance any investments or activities in or make any payments to, any country, or to make any payments to any person, targeted by
any of such sanctions.
16
8.8 Neither
Seller nor any Seller Party, nor any Person having a beneficial interest in Seller, nor any Person for whom Seller is acting as agent
or nominee, nor any Person providing funds to Seller: (i) is under investigation by any governmental authority for, or has been charged
with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be
predicated crimes to money laundering, or any violation of any laws, regulations and sanctions, state and federal, criminal and civil,
that (1) limit the use of and/or seek the forfeiture of proceeds from illegal transactions, (2) limit commercial transactions
with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the
interests of the United States, (3) require identification and documentation of the parties with whom a Financial Institution conducts
business, or (4) are designed to disrupt the flow of funds to terrorist organizations, including the USA PATRIOT Act of 2001, Pub.
L. No. 107-6 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with
the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et.
seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to regulations and sanctions are
referred to (collectively, as “Anti-Money Laundering Laws”); (ii) has been assessed civil or criminal penalties
under any Anti-Money Laundering Laws; (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering
Laws; (iv) is a person or entity that resides or has a place of business in a country or territory which is designated as a Non-Cooperative
Country or Territory by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through
such a jurisdiction; (v) is a “Foreign Shell Bank’ within the meaning of the Patriot Act (i.e., a foreign bank that does
not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level
of regulation and supervision); (vi) is a person or entity that resides in, or is organized under the laws of, a jurisdiction designated
by the Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering
concerns; (vii) is an entity that is designated by the Secretary of the Treasury as warranting such special measures due to money
laundering concerns; or (viii) is a person or entity that otherwise appears on any United States government-provided list of known
or suspected terrorists or terrorist organizations.
8.9 Except
as is otherwise set forth in any environmental reports and other Due Diligence Documents (including Seller’s Reports) delivered
to Buyer by Seller pursuant to Section 5.1.1 hereof: (a) Seller has received no written notice of: (i) any Hazardous Materials
conditions with respect to the Property that violate Environmental Law, or (ii) the existence of any underground storage tanks at
the Property whether such tanks violate Environmental Law or not, and (b) to Seller’s Knowledge, there has not been and does
not presently exist a release of Hazardous Materials or any Hazardous Materials conditions on the Property that violates Environmental
Law and the Property does not violate Environmental Law. “Environmental Law” shall mean all federal, state and local laws,
ordinances, rules and regulations now or hereafter in force, whether statutory or common law, as amended from time to time, and all
federal and state court decisions, consent decrees and orders interpreting or enforcing any of the foregoing, in any way relating to or
regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the environment, or pollution or
contamination of the air, soil, surface water or groundwater, and includes, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901,
et seq., and the Clean Water Act, 33 U.S.C. § 1251, et seq.
17
8.10 Fee
simple ownership of the Property is vested solely in Seller and except as provided in the Permitted Exceptions, no other person or entity
has any right, title, or interest in or to the Property. Except as set forth in the Permitted Exceptions, the Property is not subject
to any leases (written or oral), unrecorded easements, options to purchase, rights of first purchase or refusal, or any other unrecorded
agreement or contract to use, lease, or purchase the Property. The Property is not subject to any master marketing fees and/or any profit
and/or price participation agreement.
8.11 Except
as disclosed in the Due Diligence Documents (including the rent roll furnished by Seller to Buyer hereunder), to Seller’s Knowledge:
(a) there is no uncured default by any existing tenant under any of the Leases, and (b) Seller has received no written notice
of any default by Seller under the Leases which has not been cured.
9. Buyer
Representations; Waiver and Release; Indemnity. Buyer represents and warrants as of the Effective Date
and again as of the Closing as follows:
9.1 Buyer
is duly organized, validly existing and in good standing under the law of the state of its formation and, if Buyer is formed in a State
other than California then Buyer is duly qualified to transact business in California. Buyer has obtained all necessary authorizations
and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby. This Agreement
and the other documents to be executed by Buyer hereunder will have been duly entered into by Buyer and will constitute legal, valid and
binding obligations of Buyer enforceable in accordance with their respective terms.
9.2 The
execution, delivery and performance of this Agreement and the Closing hereunder will not conflict with any agreement, contract or law
applicable to Buyer nor constitute a default under any agreement or instrument to which Buyer is a party or by which Buyer is bound.
9.3 Buyer
has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy against
it; (iii) received notice of the appointment of a receiver to take possession of all or substantially all of its assets; (iv) received
notice of the attachment or other judicial seizure of all or substantially all of its assets; (v) admitted in writing its inability
to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally.
18
9.4 Buyer
and its principals have significant knowledge and experience in operating, owning, developing, leasing and managing properties similar
to the Project. Buyer or its consultants/advisors have the expertise, knowledge and experience to analyze the Property and the Project.
9.5 Buyer
is not now, and shall not at any time prior to the Closing Date be, a Person (as such term is defined in Section 8.7, above) with
whom a U.S. Person (as such term is defined in Section 8.7, above) is prohibited from transacting business of the type contemplated
by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the Office
of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists published
by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. Neither Buyer nor any Person who is affiliated
with or owns an interest in Buyer (collectively, a “Buyer Party”) does business with, sponsors, or provides assistance
or support to, the government of, or any person located in, any country, or with any other person, targeted by any of the economic sanctions
of the United States administered by OFAC; Buyer is not owned or controlled (within the meaning of the regulations promulgating such sanctions
or the laws authorizing such promulgation) by any such government or person; and any payments and/or proceeds received by Buyer under
the terms of this Agreement will not be used to fund any operations in, finance any investments or activities in or make any payments
to, any country, or to make any payments to any person, targeted by any of such sanctions.
9.6 Neither
Buyer nor any Buyer Party, nor any Person having a beneficial interest in Buyer, nor any Person for whom Buyer is acting as agent or nominee,
nor any Person providing funds to Buyer: (i) is under investigation by any governmental authority for, or has been charged with,
or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicated
crimes to money laundering, or any violation of any laws, regulations and sanctions, state and federal, criminal and civil, that (1) limit
the use of and/or seek the forfeiture of proceeds from illegal transactions, (2) limit commercial transactions with designated countries
or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United
States, (3) require identification and documentation of the parties with whom a Financial Institution conducts business, or (4) are
designed to disrupt the flow of funds to terrorist organizations, including the USA PATRIOT Act of 2001, Pub. L. No. 107-6 (the “Patriot
Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1
et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated
pursuant thereto by the OFAC, as well as laws relating to regulations an sanctions are referred to (collectively, as “Anti-Money
Laundering Laws”); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; (iii) has
had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws; (iv) is a person or entity that resides
or has a place of business in a country or territory which is designated as a Non-Cooperative Country or Territory by the Financial Action
Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (v) is a “Foreign
Shell Bank” within the meaning of the Patriot Act (i.e., a foreign bank that does not have a physical presence in any country and
that is no affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision); (vi) is a
person or entity that resides in, or is organized under the laws of, a jurisdiction designated by the Secretary of the Treasury under
Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns; (vii) is an entity that
is designated by the Secretary of the Treasury as warranting such special measures due to money laundering concerns; or (viii) is
a person or entity that otherwise appears on any United States government-provided list of known or suspected terrorists or terrorist
organizations.
19
9.7 Except
for Seller’s express representations set forth in Section 8 above, Buyer acknowledges that (1) Seller has not made (and
specifically negates and disclaims) any representations or warranties, promises, covenants, agreements or guarantees of any kind, character
or nature whatsoever, whether express, implied or otherwise, oral, or written, of, as to, concerning or relating to any Property conditions
including the structural integrity of the Improvements, the conformity of the Improvements to any plans or specifications for the Property,
conformity to past, current or future zoning or building code requirements, the existence of soil instability, soil repairs, and any other
soil conditions, sufficiency of underpinning and drainage, the existence of any flood plains or flood hazards or similar conditions, every
other matter affecting the stability or integrity of the Land or Improvements, the environmental condition of the Property and the income
and expenses generated by the Property; (2) by the expiration of the Due Diligence Contingency Period, Buyer will have examined,
reviewed and inspected all Property conditions and other matters which, in Buyer’s judgment, bear upon the Property and its value
and suitability for Buyer’s purposes; (3) by the expiration of the Due Diligence Contingency Period, Buyer will have examined
the Leases and conducted its own determination as to the feasibility of the Project; (4) upon Closing, Buyer will acquire the Property
solely on the basis of its own examinations, studies, review and inspections, the express representations and warranties of Seller in
Section 8 above, and the title insurance protection afforded by the owner’s title policy; and (5) upon Closing, Buyer
shall assume the risk that Property and Project conditions may not have been revealed by Buyer’s investigations. Except as otherwise
expressly provided in this Agreement, Buyer acknowledges and agrees that upon the Closing, Buyer will be purchasing the Property on an
“AS IS, WHERE IS, WITH ALL FAULTS” basis, without representation or warranty of any kind, character or nature, express, implied
or otherwise, except for Seller’s express representations set forth in Section 8 above, subject to the time limitations and
limitation of damages set forth herein. Seller does not warrant the Property to be free from defects and Buyer expressly accepts the
possibility of such defects.
9.8 Waiver
and Release. Buyer acknowledges and agrees that the terms and conditions of this Agreement, including those set forth in this Section 9,
are an integral part of this Agreement and that Seller would not have agreed to sell the Property to Buyer without the provisions set
forth in this Agreement. Without limiting the generality of the foregoing, except with respect to the Buyer’s Excluded Claims (as
defined in Section 9.9 below), Buyer, as a material inducement to Seller effective as of Closing, hereby expressly waives and relinquishes
any and all rights and remedies Buyer may have against Seller Parties, whether now, as of Closing, or thereafter, and whether known or
unknown, arising from or related to any matter of any nature relating to the Property, including without limitation the investigation,
acquisition, entitlement or development of the Project, or any condition or circumstance affecting the Property, its financial viability,
use or operation, or any portion thereof (collectively, “Claims”). The waivers and releases by Buyer herein contained
shall survive Closing and the recordation of the Grant Deed and shall not be deemed merged into the Grant Deed upon recordation. Except
to the extent constituting Buyer’s Excluded Claims under Section 9.9 below, this release includes (i) Claims of which
Buyer is presently unaware, (ii) Claims of which Buyer is unaware as of Closing, and (iii) Claims which Buyer does not presently
or as of Closing suspect to exist in its favor which, if known by Buyer, would materially affect Buyer’s release of the Seller.
In connection with the general release set forth in this Section 9.8, Buyer, after consultation with legal counsel and with full
knowledge of the consequences of its actions, hereby waives the provisions of California Civil Code Section 1542, which provides:
”A general release does not
extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the
release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Ds
Buyer’s
Initials
9.9 Buyer’s
Excluded Claims Definition. Notwithstanding anything to the contrary in this Agreement, the above release shall not apply to any claims
based on Seller’s fraud or intentional misrepresentation (collectively, “Buyer’s Excluded Claims”).
9.10 Indemnity.
[intentionally deleted]
9.11 Survival.
Buyer’s agreements and covenants under this Section 9 shall survive the Closing or termination of this Agreement prior to Closing.
20
10. Brokerage
Commissions. Except for the commission payable by Seller to Seller’s broker, Sotheby’s International Realty (“Broker”),
each of Seller and Buyer represents and warrants to the other that no other real estate commission, broker’s fee, or finder’s
fee is payable in connection with the transaction contemplated by this Agreement. In addition, Buyer represents and warrants to Seller
that Buyer has not engaged any broker, agent, or finder in connection with this transaction and no commission, finder’s fee, or
other compensation is due to any third party based on the acts or conduct of Buyer. Each party (as “Indemnifying Party”)
Indemnifies the other party (as “Indemnified Party”) from and against any and all liabilities, claims, demands, damages,
or costs of any kind (including attorneys’ fees and costs and expenses) arising out of or relating to any broker’s, finder’s,
or similar fees or commissions (“Broker Claims”) alleged to be due by reason of the conduct of the Indemnifying Party
in connection with this transaction. The provisions of this Section shall survive the Closing hereunder.
11. Defaults.
11.1 Buyer
Default. IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENT, WHICH FAILURE IS NOT CURED (IF CURABLE) WITHIN
FIVE (5) DAYS AFTER RECEIPT BY BUYER OF WRITTEN NOTICE FROM SELLER, SELLER WILL BE DAMAGED AND WILL BE ENTITLED TO COMPENSATION
FOR THOSE DAMAGES. SUCH DAMAGES WILL, HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE FOLLOWING REASONS: (1) THE
DAMAGES SELLER WOULD BE ENTITLED TO IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTY
AT THE TIME SET FOR THE CLOSING AND A PURCHASE PRICE FOR THE PROPERTY AS SET FORTH IN THIS AGREEMENT; (2) PROOF OF THE AMOUNT OF
SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (3) IT IS IMPOSSIBLE
TO PREDICT AS OF THE DATE ON WHICH THIS AGREEMENT IS MADE THE EXTENT TO WHICH THE VALUE OF THE PROPERTY WILL INCREASE AS OF THE DATE
SET FOR THE CLOSING. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT
AS AFORESAID. BUYER AND SELLER WISH TO AVOID THE COST AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS
DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF ESCROW FAILS TO CLOSE DUE TO A BUYER DEFAULT AS DESCRIBED ABOVE, THE SUM THEN
REPRESENTED BY THE DEPOSIT (WHETHER THEN HELD BY ESCROW HOLDER OR SELLER) SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER’S
DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE, AND SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT
OF THE FAILURE TO CLOSE ESCROW RESULTING FROM SUCH BUYER DEFAULT SHALL BE LIMITED TO SUCH AMOUNTS AND SELLER SHALL HAVE NO RIGHT TO AN
ACTION FOR SPECIFIC PERFORMANCE OF ANY PROVISIONS OF THIS AGREEMENT. IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER
WILL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY EXCLUDING ATTORNEYS FEES AND COSTS PER SECTION 13.13
TO ENFORCE THIS SECTION 11.1 BUT INCLUDING ANY RIGHTS SELLER MAY HAVE PURSUANT TO SECTION 1680 OR SECTION 3389 OF
THE CALIFORNIA CIVIL CODE. BY INITIALING THIS PROVISION IN THE SPACES BELOW, SELLER AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE
AGREEMENTS CONTAINED HEREIN AND AGREE THAT SUCH SUM IS A REASONABLE SUM CONSIDERING THE CIRCUMSTANCES AS THEY EXIST ON THE DATE OF THIS
AGREEMENT.
21
SELLER’S
INITIALS _____ BUYER’S
INITIALS _____
11.2 Seller
Default. Notwithstanding anything to the contrary set forth in this Agreement, if Seller defaults under any of the terms of this
Agreement prior to Closing and if such default is not cured within five (5) days after receipt by Seller of written notice from
Buyer (a “Seller Default”), Buyer shall be entitled as the sole and exclusive remedy of Buyer to either: (1) terminate
this Agreement and receive a refund of the Deposit, less the Independent Consideration, and payment of the Buyer’s Reasonable Costs;
or (2) commence an action for specific performance which shall include recovery of the court costs, expert fees and attorney fees
and disbursements reasonably incurred in successfully prosecuting a specific performance claim (which award may be set off against the
Purchase Price at Closing) but no actual, consequential, or punitive damages; provided, however, in the event Seller sells the Property
to a third party in violation of the terms of this Agreement and which sale serves to defeat Buyer’s right to specific performance,
then Buyer shall be entitled to (i) the return of its Deposit, less the Independent Consideration, and payment of Buyer’s
Reasonable Costs, (ii) all of Buyer’s court costs, expert fees and attorney fees and disbursements reasonably incurred in
the specific performance claim, and (iii) the amount equal to the monetary difference between the Purchase Price hereunder and the
consideration paid to the Seller under the third party sale in violation of this Agreement. In no event shall Buyer be entitled to actual,
punitive or consequential damages. Moreover, no claim for a breach of any representation or warranty or covenant of Seller shall be actionable
or payable if the breach in question was actually known to Buyer prior to closing. Any claim for a breach of a representation, warranty
or covenant of Seller shall in all cases be subject to the limitations set forth in Section 13.10.
12. Notices.
All notices, elections, requests and other communication hereunder shall be in writing and shall be deemed given (a) when personally
delivered or delivered by reputable overnight courier service; (b) two (2) business days after being deposited in the United
States mail, postage prepaid, certified or registered; or (c) emailed notice provided such notice is followed by one (1) of
the other methods described herein. Phone numbers are provided for convenience only and shall not constitute effective notice. Notices
shall be addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice
as provided herein):
If to Buyer:
Peak Holdings, LLC
9595 Wilshire Blvd, Suite 700
Beverly Hills, CA 90212
Email:
****@peakholdings.com
Phone:
(310) 273-4177
With a copy to:
J. Bennett Friedman, Esq.
Friedman Law Group, P.C.
1901 Avenue of the Stars, Suite 1000
Los Angeles, CA 90067
Email:
*****@flg-law.com
Phone:
(310) 552-8210
If to Seller:
Windfall Investors, LLC
Harold Edwards
1141 Cummings Road
Santa Paula, CA 93060
Email:
****@limoneira.com
Phone:
(805) 525-5541 x. 1035
With a copy to:
Joshua P. Rabinowitz and Sydne R. Levy
Brownstein Hyatt Farber Schreck, LLP
1020 State Street
Santa Barbara, CA 93101
Email:
******@bhfs.com: ****@bhfs.com
Phone:
(805) 882-1421
If to Broker:
Sotheby’s International Realty
2900 Nojoqui Avenue
Los Olivos, CA 93441
Attn: Chris Atkinson & Patty Murphy
Email:
****@pppcre.com
Phone:
(626 695-2100
22
13. Miscellaneous
Provisions.
13.1 Binding
Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer and their respective
successors and permitted assigns. Prior to the Closing neither party shall sell, assign, transfer, convey, encumber, hypothecate or otherwise
divest itself of, in whole or in part, any of its rights or obligations under this Agreement without in each instance obtaining the prior
written consent of the other party, which consent may be withheld in such party’s sole and absolute discretion, except that the
Buyer may assign this Agreement without Seller’s consent to one (1) or more special purpose entities created by Buyer, or
any entity or affiliated entities owned in part and controlled by Buyer, or under common control with Buyer, provided that Buyer shall
give Seller and Title Company prior written notice of such assignment and such assignment shall in no event delay the Closing; provided
further that, in the event this Agreement shall be assigned by Buyer to any one (1) or more entities owned in part and controlled
or managed by the Buyer, the Buyer named herein shall thereafter be released from the obligations of the “Buyer” hereunder.
No assignment pursuant to this section will relieve the assignor of any of its obligations or liabilities under this Agreement, and Buyer
shall continue to be obligated for its or its assignee’s performance hereunder, and any assignment permitted under this Section 13.1
shall be documented by a written assignment in substantially the form attached hereto as Exhibit D executed by the assignor
and the permitted assignee and delivered to the non-assigning party, under which the assignee will agree in writing to assume the assignor’s
obligations and liabilities hereunder.
13.2 Captions.
The several headings and captions of the sections and subsections used herein are for convenience of reference only, and shall in no
way be deemed to limit, define or restrict the substantive provisions of this Agreement.
13.3 Entire
Agreement; No Recording. This Agreement constitutes the entire agreement of Buyer and Seller with respect to the purchase and sale
of the Property and supersedes any prior or contemporaneous agreement with respect thereto. No amendment or modification of this Agreement
shall be binding upon the parties unless made in writing and signed by both Seller and Buyer. This Agreement shall not be recorded by
any party and, if recorded by any party, the other party hereto may immediately terminate all of its obligations under this Agreement,
and the party who recorded the Agreement shall pay all reasonable costs and attorneys’ fees in removing this Agreement of record.
13.4 Time
of Essence. Time is of the essence with respect to the performance of all the terms, conditions and covenants of this Agreement.
13.5 Governing
Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws and customs
of the State of California.
13.6 Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement
and any amendments may be executed and then delivered by fax, scanned email or other electronic means which shall constitute effective
execution and delivery.
23
13.7 Tax-Deferred
Exchange. Buyer and/or Seller (“Exchangor”), at its option, may close the transfer of the Property as an exchange
of real property qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended (which may include distribution of
Property tenancy-in-common interests to beneficial owners from Seller in redemption of their interest in Seller). If the Exchangor so
elects, then (i) the Exchangor may delegate its obligations and assign its rights under this Agreement to a deferred exchange intermediary
(an “Intermediary”) pursuant to documentation reasonably acceptable to the Parties and the Intermediary; (ii) such
delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of Exchangor pursuant to this Agreement;
(iii) Exchangor shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not
have taken place; (iv) Intermediary shall have no liability to the other party, notwithstanding such delegation and assignment; and
(v) the Closing of the transfer of the Property shall be undertaken by direct deed from Seller to Buyer. Notwithstanding the foregoing,
either party’s election to pursue a tax-deferred exchange shall not alter, amend, or in any way modify the terms of this Agreement,
including strict compliance with all time periods and dates.
13.8 Confidentiality;
Nonexclusivity.
13.8.1 Buyer
acknowledges that it is in the best interest of Buyer and Seller to maintain the confidentiality of the terms and provisions of this
Agreement and the materials relating thereto. Except as otherwise provided herein, Buyer shall not disclose any of the terms or provisions
of this Agreement prior to the Closing to any person or entity not a party to this Agreement except attorneys, accountants, lenders,
and other consultants on a need-to-know basis and as required by law), nor, prior to the Closing shall Buyer issue any press release
or make any public statement relating to this Agreement or Buyer’s intended use of the Property without the written consent of
Seller. Buyer shall keep all materials provided or made available to Buyer by Seller, and all materials generated by Buyer in the course
of conducting its inspections, review of books and records, and other due diligence activities relating to the Property (including, without
limitation, matters relating to the environmental condition of the Property), whether obtained through documents, oral or written communications,
or otherwise (collectively, the “Information”), in the strictest confidence. Under no circumstances shall any of the
Information be used for any purpose other than the investigation of the Property in connection with its purchase by Buyer and contemplated
under this Agreement. Buyer shall cause the confidentiality obligations set forth in this Section to be agreed to by Buyer’s
attorneys, auditors, consultants, lenders, accountants and any other third parties Buyer may employ or with which Buyer may work in connection
with this transaction and the investigations and terms contemplated hereunder.
13.8.2 After
the Effective Date and through the earlier of the expiration or termination of this Agreement, or the Closing, Seller shall neither negotiate
with, nor otherwise pursue a sale (such as a “back-up” offer), lease, or other disposition of the Property from third-parties.
24
13.9 Survival.
Seller’s representations, warranties and covenants shall survive Closing for a period of six (6) months after the recordation
of the Deed and will thereupon terminate except to the extent of any claims expressly specified in a lawsuit then filed and served prior
to said time. Moreover, no claim for a breach of any representation or warranty or covenant of Seller shall be actionable or payable
if the breach in question was actually known to Buyer prior to Closing.
13.10 Limitation
on Seller’s Liability. Buyer acknowledges and agrees that its recourse against Seller under this Agreement for a default by
Seller hereunder is limited to the remedies set forth in Section 11.2, and in no event shall Buyer seek or attempt to obtain any
recovery or judgment against any other assets (if any) of Seller, or any of Seller’s direct or indirect trustees, beneficiaries,
members, partners, directors, officers, agents, employees or shareholders. Other than Buyer’s Excluded Claims, in no other event
shall Seller’s liability under this Agreement exceed One Million Five Hundred Thousand Dollars ($1,500,000.00). In addition, Buyer
shall have no right to bring a cause of action against Seller unless the damage to Buyer on account of such breach (individually or combined
with damages from other breaches) equals or exceeds Fifty Thousand Dollars ($50,000.00).
13.11 No
Partnership. Nothing herein shall be deemed to create a joint venture, partnership or similar relationship between Buyer and Seller
with respect to the Property or Project. The parties acknowledge and agree that no such relationship exists between the parties, and that
no such relationship is intended to be created between the parties.
13.12 IRS
Real Estate Sales Reporting. Buyer and Seller hereby appoint Escrow Holder as, and Escrow Holder agrees to act as, “the person
responsible for closing” the transaction which is the subject of this Agreement pursuant to Internal Revenue Code Section 6045(e).
Escrow Holder shall prepare and file all informational returns, including, without limitation, IRS Form 1099-S and shall otherwise
comply with the provisions of Internal Revenue Code Section 6045(e). Escrow Holder agrees to comply with the provisions of Executive
Order 13224 regarding the Specially Designated Nationals Blocked Persons list.
13.13 Attorneys’
Fees. If any action is instituted between any one (1) or more of Buyer, Seller and Escrow Holder in connection with the enforcement
of this Agreement or any provision hereof, the party prevailing in such action shall be entitled to recover from the other party all of
its reasonable costs in bringing such action, including reasonable attorneys’ fees.
25
13.14 Further
Assurances. In addition to the obligations required to be performed hereunder by the parties hereto
at or prior to Closing, each party, from and after the Closing, shall execute, acknowledge and deliver such other instruments, documents,
certificates, and notices, and take such actions as may reasonably be required in order to effectuate the purposes of this Agreement.
13.15 Business
Days. In the event any date described in this Agreement relative to the performance of actions hereunder by Buyer, Seller and/or
Escrow Holder falls on a Saturday, Sunday or legal holiday, such date shall be deemed postponed until the next business day thereafter.
13.16 Judicial
Reference. Any dispute between the parties hereto pursuant to this Agreement shall, at the option of either party, be heard by a referee
pursuant to the provisions of California Code of Civil Procedure Section 638 et seq., for a determination to be made
which shall be binding upon the parties as if tried before a court or jury. The parties agree specifically as to the following: (i) within
five (5) business days after service of a demand by a party hereto, the parties shall agree upon a single referee who shall then
try all issues, whether of fact or law, and then report a finding or judgment thereon, provided that if the parties are unable to agree
upon a referee either party may seek to have one appointed, pursuant to California Code of Civil Procedure Section 640, by
the presiding judge of the County Superior Court; (ii) the compensation of the referee shall be such charge as is customarily charged
by the referee for like services, and the cost of such proceedings shall initially be borne equally by the parties; provided, however,
the prevailing party in such proceedings shall be entitled, in addition to all other costs, to recover its contribution for the cost of
the reference as an item of damages and/or recoverable costs; (iii) if a reporter is requested by either party, then a reporter shall
be present at all proceedings, and the fees of such reporter shall be borne by the party requesting such reporter and such fees shall
be an item of recoverable costs, provided that only a party shall be authorized to request a reporter; (iv) the referee shall apply
all California Rules of Procedure and Evidence and shall apply the substantive law of California in deciding the issues to be heard,
and notice of any motions before the referee shall be given, and all matters shall be set at the convenience of the referee; (v) the
referee’s decision under California Code of Civil Procedure Section 644, shall stand as the judgment of the court, subject
to appellate review as provided by the laws of the State of California; (vi) the parties agree that they shall in good faith endeavor
to cause any such dispute to be decided within six (6) months; and the date of hearing for any proceeding shall be determined by
agreement of the parties and the referee, or if the parties cannot agree, then by the referee; and (vii) the referee shall have the
power to award damages and all other relief.
26
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
WINDFALL INVESTORS, LLC,
a California limited liability company
By: LIMONEIRA COMPANY, a Delaware corporation
By:
/s/ Harold Edwards
Name: Harold Edwards
Title: Chief Executive Officer
PEAK HOLDINGS, LLC,
a California limited liability company
By:
/s/ D. Gregory Scott
Name: D. Gregory Scott
Title: Manager
27
Acceptance:
The undersigned hereby accepts its appointment as Escrow Holder under the terms of the foregoing Agreement and agrees to be bound by the
terms and provisions thereof as its escrow instructions in connection with the contemplated transactions and in the performance of its
duties as Escrow Holder.
FIDELITY NATIONAL TITLE COMPANY
By:
Date: _____________ ___, 2026
28
EXHIBIT A
Legal Description
[to be inserted from PTR]
EXHIBIT B
Form of Grant Deed
EXHIBIT C
Form of Assignment and Bill of Sale
EXHIBIT D
Form of Purchase and Sale Agreement Assignment
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 7
v3.26.1
Cover
Apr. 14, 2026
Cover [Abstract]
Document Type
8-K
Amendment Flag
false
Document Period End Date
Apr. 14, 2026
Entity File Number
001-34755
Entity Registrant Name
Limoneira
Company
Entity Central Index Key
0001342423
Entity Tax Identification Number
77-0260692
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
1141
Cummings Road
Entity Address, City or Town
Santa
Paula
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
93060
City Area Code
805
Local Phone Number
525-5541
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common
Stock, par value $0.01 per share
Trading Symbol
LMNR
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration