2,727,272 Shares1 Limoneira Company Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2018 • Limoneira CO • Agricultural production-crops • New York
Limoneira Company, a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,727,272 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the several Underwriters an option to purchase up to 409,090 additional shares of Common Stock on the terms set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”
AGRICULTURAL LAND LEASEAgricultural Land Lease • January 11th, 2012 • Limoneira CO • Agricultural production-crops • California
LIMONEIRA COMPANY, a Delaware corporation, Tenant, and Charles H. Sheldon and Sherraine R. Sheldon as Trustees of the SHELDON FAMILY REVOVABLE TRUST, U/D/T 1-31-01, Owner.
PROMISSORY NOTE AND SUPPLEMENT TO MASTER LOAN AGREEMENTMaster Loan Agreement • June 17th, 2021 • Limoneira CO • Agricultural production-crops
This Revolving Credit Facility Supplement (alternately, “Note” or “Supplement”) to a Master Loan Agreement dated June 1, 2021 (“MLA”) is established as of June 1, 2021 between the undersigned Borrower and Lender identified herein. This Supplement is executed, delivered and accepted not in payment of but for the purpose of amending, restating and replacing the following described notes(s), and renewing any unpaid balance(s) evidenced thereby: Loan/Supplement number 8363846-101, dated June 29, 2018. This Supplement also evidences an additional loan advance(s) to the extent the Commitment under this Supplement exceeds the renewed unpaid balance(s) referred to above.
Joint Filing Agreement February 11, 2011Joint Filing Agreement • February 12th, 2013 • Limoneira CO • Agricultural production-crops
Pursuant to, and in accordance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by a party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
MASTER LOAN AGREEMENTMaster Loan Agreement • May 2nd, 2012 • Limoneira CO • Agricultural production-crops
This Master Loan Agreement is established as of May 1, 2012 between Farm Credit West, PCA a corporation organized and existing under the laws of the United States of America, with its office at 2031 Knoll Drive, P.O. Box 6070, Ventura, CA 93006-6070 (“Lender”) and each of the undersigned person(s) and/or entities (collectively, “Borrower”). This Agreement shall remain in effect until all Indebtedness is paid in full and the Agreement is terminated in writing by Lender.
1101972449\5\AMERICAS CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (“Agreement”) is made and entered into effective as of July 24, 2024 (the “Effective Date”) by and between Limoneira Company, a Delaware corporation (the “Company”),...Change in Control Agreement • September 9th, 2024 • Limoneira CO • Agricultural production-crops
STOCK PURCHASE AGREEMENT between LIMONEIRA COMPANY and CALAVO GROWERS, INC. June 1, 2005Stock Purchase Agreement • February 12th, 2010 • Limoneira CO • California
THIS AGREEMENT is made and entered into as of June 1, 2005, by and between LIMONEIRA COMPANY, a Delaware corporation (“Limco”), and CALAVO GROWERS, INC., a California corporation (“Calavo”).
LIMONEIRA COMPANY TRANSACTION BONUS AGREEMENT (Harold Edwards)Transaction Bonus Agreement • August 23rd, 2024 • Limoneira CO • Agricultural production-crops • California
Limoneira Company, a Delaware corporation (the “Company”), has engaged in high-level strategic discussions regarding a potential transaction. The Company believes that your continued service is important to the business goals of the Company. In order to reward your contributions to the Company and to encourage your continued efforts towards the consummation of the Transaction (as defined in Section 4(b) below), the Company is offering you the opportunity to receive a transaction bonus (the “Transaction Bonus”) pursuant to the terms and conditions set forth in this Transaction Bonus Agreement (this “Agreement”), which is made effective as of August 22, 2024 (the “Effective Date”).
MASTER LOAN AGREEMENTMaster Loan Agreement • June 17th, 2021 • Limoneira CO • Agricultural production-crops • Delaware
This Master Loan Agreement is established as of June 1, 2021 between Farm Credit West, PCA a corporation organized and existing under the laws of the United States of America, with its office at 2031 Knoll Drive Ventura, CA 93003-7301 (“Lender”) and Limoneira Company, a Delaware Corporation ( “Borrower”). This Agreement amends and restates a Master Loan Agreement between the Parties, dated June 19, 2017, which is replaced hereby. This Agreement shall remain in effect until all Indebtedness is paid in full and the Agreement is terminated in writing by Lender.
LINE OF CREDIT LOAN AGREEMENTCredit Loan Agreement • March 2nd, 2018 • Limoneira CO • Agricultural production-crops • California
This LINE OF CREDIT LOAN AGREEMENT (this “Agreement”) dated as of February 22, 2018, is between BANK OF AMERICA, N.A., a national banking association (“Lender”), and LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC, a Delaware limited liability company (“Borrower”). Lender has agreed to provide this line of credit (the “Loan”) to Borrower on the terms and conditions set forth herein. This Loan is revolving and is unsecured.
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement and Escrow Instructions • December 4th, 2013 • Limoneira CO • Agricultural production-crops • California
If any attorney is engaged by Holder to enforce or defend any provision of this Note or the Deed of Trust, or as a consequence of any Default, with or without the filing of any legal action or proceeding, then Maker shall pay to Holder immediately upon demand all attorneys’ fees and all costs incurred by Holder in connection therewith, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance owing hereunder as if such unpaid attorneys’ fees and costs had been added to the principal.
RETENTION BONUS AGREEMENTRetention Bonus Agreement • October 27th, 2022 • Limoneira CO • Agricultural production-crops • California
This Retention Bonus Agreement (this “Agreement”) is effective as of October 26, 2022 (the “Effective Date”) by and among Limoneira Company (the “Company”) and Mark Palamountain (“Participant”).
COOPERATION AGREEMENTCooperation Agreement • December 18th, 2023 • Limoneira CO • Agricultural production-crops
This Cooperation Agreement (this “Agreement”), dated as of December 15, 2023 (the “Effective Date”), is by and between Peter J. Nolan (“Nolan”), and Limoneira Company, a Delaware corporation (the “Company”). Capitalized terms used in this Agreement shall have the meanings set forth herein.
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement and Escrow Instructions • April 12th, 2013 • Limoneira CO • Agricultural production-crops • California
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement"), dated as of April 8, 2013, is entered into by and between HM East Ridge LLC, a Delaware limited liability company (“HM”) and Limoneira Company, a Delaware corporation (“Limoneira”) ( HM and Limoneira are collectively referred to herein as “Seller”) and IPDC Construction, Inc., a California corporation, or its assignee (“Buyer”). This Agreement constitutes (i) a contract of purchase-and-sale and (ii) escrow instructions to Lawyer’s Title, Oxnard, CA (“Escrow Holder”), whose consent appears at the end of this Agreement.
STANDSTILL AGREEMENTStandstill Agreement • February 12th, 2010 • Limoneira CO • California
This STANDSTILL AGREEMENT, dated as of June 1, 2005 (this “AGREEMENT”), is entered into by and among LIMONEIRA COMPANY, a Delaware corporation (“LIMONEIRA”), CALAVO GROWERS, INC., a California corporation (“CALAVO”), and the other parties who are signatories below (“CALAVO AFFILIATIES”). Calavo and the Calavo Affiliates are sometimes referred to herein individually as an “INVESTOR” and collectively, as the “INVESTORS”.
PROMISSORY NOTE AND LOAN AGREEMENTNote and Loan Agreement • February 18th, 2016 • Limoneira CO • Agricultural production-crops
This “Promissory Note and Loan Agreement” (“Note” or “Agreement”) is established as of February 11, 2016, between the undersigned Borrower and Lender identified herein.
Form of Restricted Share Award Agreement LIMONEIRA COMPANY 2022 OMNIBUS INCENTIVE PLAN Award AgreementAward Agreement • August 1st, 2022 • Limoneira CO • Agricultural production-crops
THIS AWARD AGREEMENT (the “Agreement”), dated _________________, is effective as of _______________ (the “Effective Date”), between LIMONEIRA COMPANY, a Delaware corporation (“Limoneira”), and ___________________ (the “Participant”).
STANDSTILL AGREEMENTStandstill Agreement • February 12th, 2010 • Limoneira CO • California
This STANDSTILL AGREEMENT, dated as of June 1, 2005 (this “AGREEMENT”), is entered into by and among CALAVO GROWERS, INC., a California corporation (“CALAVO”), LIMONEIRA COMPANY, a Delaware corporation (“LIMONEIRA”), and the other parties who are signatories below (“LIMONEIRA AFFILIATIES”). Limoneira and the Limoneira Affiliates are sometimes referred to herein individually as an “INVESTOR” and collectively, as the “INVESTORS”.
LEASE AGREEMENT (OFFICE SPACE)Lease Agreement • February 12th, 2010 • Limoneira CO • California
Re: Severance agreementLimoneira CO • January 14th, 2022 • Agricultural production-crops
As we have discussed, your employment with the Company will end with the elimination of your position and your decision to retire effective February 1, 2022. The Company does not have a policy requiring severance to departing employees. Nevertheless, we have decided to offer a severance benefit to you as a courtesy, to thank you for your past service and assist you in your transition to your next opportunity. If you wish to accept this severance benefit, you must sign this letter agreement (“Agreement”), which will be effective February 1, 2022, releasing any claims against the Company (as defined below). We do not believe there are any such claims, of course, but we understand that it is simply good business practice to have such an agreement when monetary benefits are offered to an employee.
Construction Contract & AgreementAgreement • December 4th, 2013 • Limoneira CO • Agricultural production-crops
This AGREEMENT is made as of the First day of October in the year of 2013, by and between the following parties, for services in connection with the Project identified below:
REQUEST AND AGREEMENT FOR EXTENSIONRequest and Agreement • June 1st, 2010 • Limoneira CO • Agricultural production-crops
OPTION AGREEMENT AND ESCROW INSTRUCTIONSOption Agreement • June 10th, 2013 • Limoneira CO • Agricultural production-crops • California
Parcel 2 of Parcel Map No. 91-32, in the City of Santa Paula, County of Ventura, State of California, as per Map recorded in Book 53, Pages 27 and 28 of Parcel Maps, in the office of the County Recorder of said County.
AVOCADO MARKETING AGREEMENTAvocado Marketing Agreement • February 12th, 2010 • Limoneira CO
This avocado marketing agreement is being entered into by and between CALAVO GROWERS, INC. (Calavo), whose mailing address is 2530 Red Hill Avenue, Santa Ana, California, 92705-5542, and Limoneira Co. (Grower), whose mailing address is 1141 Cummings Rd and whose social security or federal tax identification number is 77-0260692.
PROMISSORY NOTE AND SUPPLEMENT TO MASTER LOAN AGREEMENTPromissory Note and Supplement • February 1st, 2018 • Limoneira CO • Agricultural production-crops
This Revolving Credit Facility Supplement (alternately, “Note” or “Supplement”) to a Master Loan Agreement dated June 19, 2017 (“MLA”) is established as of January 29, 2018 between the undersigned Borrower and Lender identified herein. This Supplement is executed, delivered and accepted not in payment of but for the purpose of amending, restating and replacing the following described notes(s), and renewing any unpaid balance(s) evidenced thereby: Loan/Supplement number 8363846-101, dated June 19, 2017. This Supplement also evidences an additional loan advance(s) to the extent the Commitment under this Supplement exceeds the renewed unpaid balance(s) referred to above.
EAST AREA ONE - SANTA PAULA REAL ESTATE ADVISORY MANAGEMENT CONSULTANT AGREEMENT AMENDMENT NO. 1Management Consultant Agreement • August 25th, 2010 • Limoneira CO • Agricultural production-crops • California
THIS Amendment (this “Amendment”) is made and entered into as of this 24th day of August, 2010 by and between the Limoneira Company (“Limoneira”), a Delaware corporation, and Parkstone Companies, Inc. (“Parkstone”), a California corporation, to supplement and amend certain terms of that certain Real Estate Advisory Management Consultant Agreement dated as of April 1, 2004 between Limoneira and Parkstone (the “Original Agreement”). Limoneira and Parkstone are collectively referred to as the “Parties” and each individually as a “Party.”
LIMONEIRA COMPANY 1,800,000 SHARES COMMON stock UNDERWRITING AGREEMENTLimoneira CO • February 20th, 2013 • Agricultural production-crops • New York
As Representative of the Several Underwriters Named in Schedule I hereto c/o Janney Montgomery Scott LLC 1801 Market Street Philadelphia, PA 19103
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASEConfidential Settlement Agreement and Release • June 6th, 2023 • Limoneira CO • Agricultural production-crops • California
This Settlement Agreement and Release, including the exhibit thereto (“Agreement”), is made by and between the plaintiff identified in Exhibit A (“Settling Plaintiff”), Southern California Edison Company (“SCE”), and Edison International (together with SCE, “Edison,” and collectively with Settling Plaintiff, the “Parties”). Settling Plaintiff and Edison enter into this Agreement to formally resolve any and all claims between Settling Plaintiff and Edison for damages relating to Settling Plaintiff’s claims asserted in the case identified in Exhibit A, hereinafter referred to as the "Action.”1
LEASE AGREEMENTLease Agreement • November 16th, 2015 • Limoneira CO • Agricultural production-crops
SECOND AMENDMENT TO AMENDED AND RESTATED LINE OF CREDIT AGREEMENTLine of Credit Agreement • November 17th, 2011 • Limoneira CO • Agricultural production-crops • California
This amendment is dated and made effective as of November 14, 2011 between LIMONEIRA COMPANY, a Delaware corporation (“Borrower”) and RABOBANK, N.A., a national banking association (“Lender”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ASSOCIATED CITRUS PACKERS, INC., an Arizona corporation, LIMONEIRA COMPANY, a Delaware corporation, ACP MERGER SUB, INC. an Arizona corporation, AND MARK R. SPENCER, solely in the capacity as agent for and on...Agreement and Plan of Merger • September 12th, 2013 • Limoneira CO • Agricultural production-crops • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 6, 2013, by and among LIMONEIRA COMPANY, a Delaware corporation (“Parent”), ACP MERGER SUB, INC., an Arizona corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), ASSOCIATED CITRUS PACKERS, INC., an Arizona corporation (the “Company”), and MARK R. SPENCER, an individual residing in Yuma, Arizona, solely in the capacity as agent for and on behalf of all of the Shareholders (as defined below). Parent, Merger Sub, the Company and the Shareholder Representative (as defined below) are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENT BETWEEN LIMONEIRA COMPANY AND OXNARD LEMON ASSOCIATES, LTD. Dated as of July 24, 2018Asset Purchase Agreement • July 26th, 2018 • Limoneira CO • Agricultural production-crops • California
THIS ASSET PURCHASE AGREEMENT, dated for reference purposes as of July 24, 2018 (“Agreement”) is entered into by and between LIMONEIRA COMPANY a Delaware corporation ("Buyer") and OXNARD LEMON ASSOCIATES, LTD., a California limited partnership, ("Seller").
GUARANTY AGREEMENTGuaranty Agreement • March 2nd, 2018 • Limoneira CO • Agricultural production-crops • California
This Guaranty Agreement (this “Guaranty”) is made as of the 22nd day of February, 2018, by Richard A. Lewis, individually and as Trustee of the Richard A. Lewis Revocable Trust u/d/t dated August 16, 2004, as amended (in each such capacity, “Richard Lewis”), Robert E. Lewis, individually and as Trustee of the Robert E. Lewis Revocable Trust u/d/t dated August 17, 2004, as amended (in each such capacity, “Robert Lewis”), Roger G. Lewis, individually and as Trustee of the Roger G. Lewis Revocable Trust u/d/t dated August 20, 2004, as amended (in each such capacity, “Roger Lewis”), Randall W. Lewis, individually and as Trustee of the Randall W. Lewis Revocable Trust u/d/t dated September 1, 2006, as amended (in each such capacity, “Randall Lewis”), and Limoneira Company, a Delaware corporation (“Limoneira,” and, together with Richard Lewis, Robert Lewis, Roger Lewis and Randall Lewis, individually and collectively, using an interpretation most favorable to Lender, “Guarantor”), in favor o
Interim Funding Agreement Wells Fargo Equipment Finance, Inc. ׀ 733 Marquette Avenue, Suite 700 ׀ MAC N3906-070 ׀ Minneapolis, MN 55402Interim Funding Agreement • December 22nd, 2015 • Limoneira CO • Agricultural production-crops
This Agreement dated as of December 1, 2015 by and between Wells Fargo Equipment Finance, Inc. (“Creditor”) and the undersigned lessee or purchaser or borrower from Creditor, as the case may be (the “Customer”).
LIMONEIRA RANCHES SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • January 31st, 2023 • Limoneira CO • Agricultural production-crops
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Amendment”) is made and entered into on January 24, 2023 (the “Effective Date”) by and between LIMONEIRA COMPANY, a Delaware corporation (“Seller”), and PGIM REAL ESTATE FINANCE, LLC, a Delaware limited liability company (or its Authorized Assignee, “Buyer”). Seller and Buyer are sometimes referred to in this Amendment individually as a “Party” and collectively as the “Parties.”
