CLOSING AGREEMENTClosing Agreement • October 31st, 2022 • Limoneira CO • Agricultural production-crops • California
THIS CLOSING AGREEMENT ("Agreement") is entered into effective as of October 25, 2022, by and among LIMONEIRA COMPANY, a Delaware corporation ("Seller"), LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC, a Delaware limited liability company ("Buyer"), and LLCB II, LLC, a Delaware limited liability company (the "Joint Venture"). Except as otherwise defined herein, capitalized terms used in this Agreement shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined in Recital A below). Seller, Buyer and the Joint Venture are hereafter collectively referred to herein as the "Parties." This Agreement is entered into and made with reference to the following facts and circumstances:
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIMONEIRA LEWIS COMMUNITY BUILDERS, LLCLimited Liability Company Agreement • October 31st, 2022 • Limoneira CO • Agricultural production-crops • Delaware
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC ("Amendment"), is entered into on October 25, 2022 (the "Effective Date"), by and between LEWIS SANTA PAULA MEMBER, LLC, a Delaware limited liability company ("Lewis"), and LIMONEIRA EA1 LAND, LLC, a Delaware limited liability company ("Limoneira"), as the members, and Lewis as the manager of Limoneira Lewis Community Builders, LLC, a Delaware limited liability company (the "Company"). Except where otherwise defined herein, the capitalized terms used in this Amendment have the respective meanings assigned to such terms in the Agreement (as defined in Recital A below). This Amendment is entered into with reference to the following facts and circumstances:
