Purchase Option Agreement dated August 13, 2021, between Alico, Inc., and 734 LMC Groves LLC

Closing.

During the Inspection Period (as hereinafter defined), Purchaser shall order and deliver to Seller a title insurance commitment (the “Title Commitment”) for the issuance by Stewart Title Guaranty Company (the “Title Company”) of an owner’s title insurance policy (the “Title Policy”), covering title to the Real Property and in the amount of the Purchase Price. Purchaser’s delivery of the Title Commitment to Seller shall include copies of all exception documents referenced in Schedule B-2 of the Title Commitment. Should Purchaser determine that, based on the Title Commitment, title to the Real Property is unsatisfactory to Purchaser for reasons other than the existence of exceptions which are required to be discharged by the Seller at or before Closing as provided herein, then Purchaser shall notify Seller within the Inspection Period of those liens, encumbrances, exceptions, or qualifications to title which either are unsatisfactory to Purchaser or are not contemplated by this Agreement to be discharged by Seller at or before the Closing, and any such liens, encumbrances, exceptions, or qualifications shall be hereinafter referred to as “Title Defects.” Within fifteen (15) days after receipt of such written notice from Purchaser, Seller shall respond in writing, informing Purchaser whether Seller has elected, in its sole discretion, to attempt to cure such Title Defects. Seller’s failure to respond to Purchaser within the foregoing 15-day time period shall be deemed an election by Seller not to attempt to cure the Title Defects.  If Seller decides not to cure, or is deemed to have not elected to cure, the Title Defects, then Purchaser may elect to terminate this Agreement by giving written notice of termination to Seller, or, alternatively, Purchaser may elect to close the Purchaser’s purchase of the Property, accepting the conveyance of the Property subject to the Title Defects (without any adjustment of the Purchase Price) in which event, the Closing shall take place on the date specified in this Agreement. If Seller decides to attempt to cure the Title Defects, Seller shall use commercially reasonable efforts, at no cost to Seller, to effectuate such a cure by the Closing Date. If Seller is unable to cure the Title Defects on or before the Closing Date, then Purchaser may either terminate this Agreement or alternatively, Purchaser may elect to close the Purchaser’s purchase of the Property, accepting the conveyance of the Property subject to the Title Defects, which shall be deemed Permitted Exceptions hereunder. Any title defect to which Purchaser does not timely object shall be deemed a Permitted Exception hereunder. Notwithstanding the

For the purposes of this Agreement, the term “Permitted Exceptions” shall mean: (A) current city, state and county ad valorem and non-ad valorem taxes and assessments not yet due and payable; (B) easements for the installation or maintenance of public utilities serving only the Property and which are not the subject of a title objection (or which are the subject of a title objection, but are cured or waived); (C) oil, gas and mineral rights not owned directly or indirectly by Seller, any beneficiary or trustee of Seller, or any person or entity controlling or controlled by or under common control with Seller or any such beneficiary or trustee; (D) all applicable laws, including zoning, building ordinances and land use regulations; (E) all matters that may be revealed by a current and accurate survey of the Land which are not the subject of a title objection (or which are the subject of a title objection, but are not cured or waived); (F) the Lease Agreement (hereinafter defined); and (G) and those matters described in Section 2(c) below. Seller covenants and agrees that it will not cause or allow any actions to be taken after the effective date of the Title Commitment which would result in the addition of any exceptions to the final title insurance policy issued pursuant to the Title Commitment which are not set forth as exceptions on the Title Commitment.

Any easement, right-of-way, encumbrance, matter of record or other matter (other than a lien securing indebtedness) which is reflected as a non-standard exception (which is an exception related to a specific instrument recorded in the applicable public registry) in the Title Commitment and which is not the subject of a title objection (or which is the subject of a title objection, but is cured or waived as described above) shall become a “Permitted Exception.”

During the Inspection Period, Purchaser shall, at Purchaser’s sole cost and expense, obtain a current boundary or ALTA survey of the Property (the “Survey”). The Survey shall depict the Land by metes and bounds description, which description shall be consistent with and accurately describe the area of land depicted in the aerial photograph of the Land attached hereto as Exhibit A. The Survey shall be certified by the Surveyor to Purchaser, Seller and the Title Company and shall otherwise be in a form satisfactory to the Title Company, Seller and Purchaser. Upon completion of the Survey, Purchaser shall furnish Seller with two (2) signed and sealed original prints and one electronic copy thereof. Subject to the forgoing provisions, the Survey shall be used as the basis for the preparation of a legal description to be included in the Deed (hereinafter defined) to be delivered by Seller to Purchaser at Closing. Purchaser shall notify Seller in writing within the Inspection Period specifying any matters shown on the Survey which adversely affect the title to the Land and the same shall be deemed to be Title Defects which shall be dealt with within the same time, manner, and subject to the limitations provided in Sections 2(a), 2(b) and 2(c) above.

During the period of time beginning on the Effective Date and ending at 5:00 p.m. Eastern Standard/Daylight Savings Time on the 30th day after the date of the Option Purchase Notice (the “Inspection Period”), Purchaser and Purchaser’s agents, employees, contractors, consultants and other representatives shall have the right, at Purchaser’s sole cost and expense, to enter upon the Property and conduct or perform such examinations, tests, studies, evaluations, investigations, inspections and explorations on, of and with respect to the Property as Purchaser deems necessary or appropriate (collectively, the “Inspections”). Without limiting the generality of the foregoing, the Inspections may include coring, augering, drilling and otherwise testing and sampling stone, rock, gravel, sand, soil, earth and any other construction material in, on and under the Property and bringing thereon, operating and removing such tools, machinery and equipment as are necessary or appropriate in connection therewith, reviewing the Title Commitment, preparing and reviewing the Survey, reviewing all applicable title matters affecting any portion of the Property, seeking to obtain the Approvals (as hereinafter defined), evaluating and/or conducting all engineering, topographical, geological, floodway, soil, surface, subsurface and environmental testing, and otherwise conducting and performing all other tests and evaluations affecting the Property as Purchaser may require; provided, however, that (i) all such tests, investigations and studies on the Property shall be conducted during normal business hours and shall not damage the Property or interfere with Seller’s use, occupancy or operation of the Property and (ii) Seller or Seller’s agent may accompany Purchaser at all times during any site inspection or testing. Purchaser does hereby indemnify, agree to defend and hold Seller harmless from and against any and all claims, costs, expenses and liabilities, including reasonable attorneys’ fees, suffered, paid or incurred by Seller arising out of or by virtue of (i) any injury or damage to person (including death) or property caused by any act or omission of Purchaser, its agents, employees or contractors in conducting or performing any of the Inspections and (ii) Purchaser’s failure to pay all bills, invoices, costs and other charges relating to the Inspections. Purchaser shall maintain adequate insurance to cover its indemnification obligations hereunder. Specifically, prior to any entry on the Property by Purchaser or its agents, employees or contractors, Purchaser shall obtain and maintain, at Purchaser’s sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents, consultants and contractors to obtain and maintain and deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of One Million Dollars ($1,000,000) combined single limit for personal injury and property damage per occurrence and Two Million Dollars ($2,000,000) aggregate, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, consultants, employees or contractors in connection with such inspections and tests. Before the entry onto the Property by Purchaser or any of its agents, Purchaser must furnish Seller with a certificate of insurance, evidencing the above coverage, which certificate must provide that such insurance shall not be cancelled or changed until at least 10 days’ written notice is given to Seller. Neither Purchaser nor Purchaser’s agents, employees or contractors shall contact or communicate with any tenant or occupant of the Property without Seller’s prior written consent, and without the opportunity of Seller to be present. Notwithstanding anything to the contrary set forth in this Agreement, however, Purchaser will not make or

If, at any time on or before the expiration of the Inspection Period, Purchaser determines, in its sole and absolute discretion, that any of the Inspections are unacceptable to Purchaser, then Purchaser shall have the unqualified right, at its option, to terminate this Agreement upon written notice to Seller given at any time on or before the expiration of the Inspection Period, and upon provision of such notice, this Agreement shall be deemed terminated and, except for the indemnification, repair and restore obligations of Purchaser set forth hereinabove, neither party shall have any further obligation or liability to the other hereunder. After expiration of the Inspection Period, Purchaser shall have no further right to terminate this Agreement pursuant to the provisions of this Section 2(f).

Promptly upon request by Purchaser, Seller covenants and agrees to provide to Purchaser any and all documents, instruments and agreements in Seller’s possession or control relating to the Property, including, without limitation, Seller’s vesting deed, surveys, title insurance commitments and policies, environmental studies, soils reports and topographic surveys, documentation relating to the current zoning of the Property, and information concerning floodways affecting the Property. Purchaser hereby acknowledges, covenants, and agrees that any information provided by Seller to Purchaser based upon any reports, studies, surveys, permits, plans, approvals, and all other information and documentation obtained by or for Seller and delivered to Purchaser either before the Effective Date or pursuant to this Section 2(e) are provided to Purchaser for informational purposes only and are without representation or warranty of any kind whatsoever, either express or implied and is without recourse to Seller with respect to the accuracy of any information or statements contained therein. Purchaser further acknowledges that Purchaser has been advised not to rely upon such documents without making an independent investigation or inquiry as to the accuracy of the information or statements contained in the information provided by Seller. Purchaser hereby releases Seller from any and all claims Purchaser might otherwise have based upon any reports, studies, surveys, permits, plans, approvals, and all other information and documentation obtained by or for Seller and delivered to Purchaser, except for claims arising from or related to fraud committed by Seller or a willful and intentional misrepresentation made by Seller.

Intentionally Deleted.

Seller represents and warrants to Purchaser, as of the Effective Date and as of the Closing Date (as hereinafter defined), that:

Seller owns fee simple title to the Real Property, free and clear of all liens and encumbrances except for the Permitted Exceptions;

Subject to the Lender’s Consents and Approvals the Tropicana Consent and Release, Seller has the lawful right, power, authority and capacity to sell the Property in accordance with the terms, provisions and conditions of this Agreement. Furthermore, no person or entity now has, or as of the Closing Date shall have, any possessory interest in the Property, under a lease or otherwise;

To Seller’s knowledge, there are no actions, suits or proceedings pending or threatened against, by or affecting Seller or the Property or which question the validity or enforceability of this Agreement or of any action taken or to be taken by Seller under this Agreement, in any court or before any governmental authority, domestic or foreign;

Seller has received no written notice from any governmental agency that the Property is in violation of any zoning or other laws, rules, ordinances, codes or regulations of any governmental agency;

Notwithstanding anything herein to the contrary, Seller expressly affirms and Purchaser acknowledges that the Real Property has been used historically for agricultural purposes, and may be subject to environmental issues related to such agricultural uses, including without limitation, the use of agricultural chemicals and other Hazardous Substances (as defined herein below) commonly used in and for the purpose of agricultural operations. Subject to the foregoing disclosures and except to the extent disclosed in any reports that are provided by Seller to Purchaser pursuant to Section 2(e) above, to Seller’s knowledge, Seller has not received any written notice of any claim, demand, action or proceeding of any kind relating to any past or present Release of any Hazardous Substances in, on or under the Real Property. As used in this Agreement, the following definitions shall apply: “Environmental Laws” shall mean all federal, state and local laws, ordinances, rules and regulations now or hereinafter in force, 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.

From and after Seller’s receipt of the Initial Option Deposit and continuing until the Closing Date, without obtaining Purchaser’s prior written consent, Seller shall not convey the Property, or enter into any agreement that will be binding on the Property or Purchaser after the Closing; and

Other than the Lender Consents and Approvals and the Tropicana Consent and Release, Seller has the full right and authority and has obtained all consents required to enter into this Agreement and consummate the purchase and sale transaction contemplated hereby. This Agreement and all the documents to be entered into by Seller at the Closing have been and will be duly authorized and properly executed and will constitute the valid and binding obligations of Seller. The persons signing this Agreement on behalf of Seller are authorized to do so and this Agreement constitutes a valid and binding obligation of Seller. All of the documents to be delivered by Seller at the Closing will be duly authorized and properly executed and will constitute the valid and binding obligations of Seller.

Purchaser represents and warrants to Seller, as of the Effective Date and as of the Closing Date, that: (i) Purchaser has the full right and authority and has obtained all consents required to enter into this Agreement and consummate the purchase and sale transaction contemplated hereby; (ii) this Agreement and all the documents to be entered into by Purchaser at the Closing have been and will be duly authorized and properly executed and will constitute the valid and binding obligations of Purchaser; (iii) the person signing this Agreement on behalf of Purchaser is authorized to do so and this Agreement constitutes a valid and binding obligation of the Purchaser; (iv) all of the documents to be delivered by Purchaser at the Closing will be duly authorized and properly executed and will constitute the valid and binding obligations of Purchaser; (v) neither the execution, delivery or performance of this Agreement by Purchaser, nor compliance with the terms and provisions hereof, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Purchaser is bound; (vi) no investigation, action or proceeding is pending or, to Purchaser’s knowledge, threatened, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto; (vii) Purchaser is not insolvent and is not in the hands of a receiver nor is an application for the appointment of a receiver pending; Purchaser has not made an assignment for the benefit of creditors, nor has Purchaser filed, or had filed against it, any petition in bankruptcy; and (viii) none of the funds to be used for payment by Purchaser of the Purchase Price will be subject to 18

The consummation of the sale by Seller and the purchase by Purchaser of the Property (the “Closing”) shall be effected by means of a “mail-away” closing through escrow with the Title Company (pursuant to escrow instruction letters or a separate escrow agreement entered into between Seller, Purchaser and the Title Company to govern such

At the Closing, Seller shall deliver to Purchaser the following:

A Special Warranty Deed (the “Deed”) conveying good and marketable fee simple title to the Real Property to Purchaser free and clear of all liens and encumbrances except for the Permitted Exceptions;

An owner’s affidavit in the form reasonably required by the Title Company and acceptable to Seller;

Such authorization as the Title Company may deem reasonably necessary to evidence the authorization of Seller to deliver the Deed and the other Closing documents;

A certificate executed by Seller reaffirming and updating to the Closing Date all of the representations and warranties given by Seller as herein provided;

A non-foreign transferor affidavit in compliance with the provisions of the Foreign Investment in Real Property Tax Act (Section 1445 of the Internal Revenue Code of 1986, as amended);

The Lease Agreement (as such term is defined in Section 3(t)), as executed by Seller;

A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement (the “Settlement Statement”); and

Such other instruments of transfer and documents as may be reasonably necessary or appropriate to the sale and delivery of the Property or as may be otherwise required by this Agreement.

At the Closing, Purchaser shall deliver to Seller (i) by wire transfer to an account designated by Seller, currently available federal funds in an amount equal to the Purchase Price and subject to such credits, prorations and adjustments as are provided herein; (ii) the Lease Agreement, as executed by Purchaser; (iii) a certificate executed by Purchaser reaffirming and updating to the Closing Date all of the representations and warranties given by Purchaser as herein provided, (iv) the Settlement Statement, and (iv) such other documents as may be reasonably required to properly consummate the purchase and sale transaction contemplated herein.

At the Closing, the Title Company shall be required to issue a proforma title insurance policy for the Property in the amount of the Purchase Price insuring good and marketable fee simple title to the Property free and clear of all liens and encumbrances other than the Permitted Exceptions.

All real estate ad valorem taxes applicable to the Property for the year of Closing shall be prorated as of the Closing Date on the basis of the most recent tax bill or valuation notice received for the Property. In the event that, after the Closing Date, any additional real estate taxes or assessment are levied, imposed or assessed against the Property for periods after the Closing Date, Purchaser shall be responsible for payment of such taxes and assessments in full within the time fixed for payment thereof and before the same become delinquent. Without limiting the obligations of Purchaser pursuant to the immediately preceding sentence, Purchaser shall, and does hereby, indemnify, defend and hold harmless Seller from and against any such taxes and assessments (including all interest and penalties assessed or imposed in connection therewith) relating to periods after the Closing Date.

Purchaser shall pay the costs of the Title Commitment, title search and the title insurance premium for the Title Policy, including all endorsements thereto, as well as the Survey, appraisal and environmental audits. Seller shall pay the costs of all taxes and other charges on the Deed and fees associated with the recording of the Deed. Seller and Purchaser shall split evenly the cost of any escrow fee charged by the Title Company. Purchaser and Seller shall each pay their respective costs for their own attorney’s fees for services related to the negotiation and preparation of this Agreement and the sale and purchase of the Property. Any costs or expenses which have not been specifically addressed herein shall be borne by such party who customarily bears such costs or expenses in commercial real estate transactions in the Polk County, Florida area.

In the event that Seller shall fail to consummate the transaction as contemplated herein for any reason other than Purchaser’s default, then Purchaser shall have the right to either: (i) terminate this Agreement and receive an immediate refund of the Option Deposits; or (ii) enforce this Agreement and the purchase and sale transaction contemplated herein by specific performance; provided, however, that Purchaser must file suit for specific performance within sixty (60) days after the scheduled date of Closing, failing which Purchaser shall automatically be deemed to have waived the right to seek specific performance and shall only be entitled to the remedy described in item (i) of above. The remedies provided in this Section 2(q) are Purchaser’s exclusive remedies for Seller’s defaults and Purchaser waives and releases all other remedies available at law or in equity including claims for damages allegedly resulting from the Seller defaults. Notwithstanding anything to the contrary stated herein, nothing in this Section 2(o) is intended to nor shall limit the remedies available to Purchaser at law or in equity relating to a default of any obligation of Seller which is expressly provided to survive Closing or termination of this Agreement. The provisions of this Section 2(o) shall survive the Closing or the earlier termination of this Agreement.

If (i) any representation or warranty of Purchaser set forth in this Agreement shall prove to be untrue or incorrect in any respect, or (ii) Purchaser shall fail to keep,

Seller shall remain in possession of the Property after Closing pursuant to the Lease Agreement (hereinafter defined). Other than Seller’s rights under the Lease Agreement, on the Closing Date, the Property shall be free of any other tenancy, leases or rights of occupancy other than any such rights arising out of the Permitted Exceptions.

During the period of time beginning on the Effective Date and continuing until the Closing Date, Purchaser shall have the right, but not the obligation, at Purchaser’s expense, to undertake (i) to obtain rezoning for all of the Property to a heavy industrial and agricultural zoning classification under any applicable zoning ordinances, or to obtain a special use permit issued by the appropriate governmental authority (as applicable, the “Rezoning”), which, in either event, will unconditionally allow (or will allow with conditions, exceptions or variances acceptable to Purchaser in its sole, absolute discretion) Purchaser to use the entire Property for Purchaser’s proposed sand mining, processing, sales and related operations (“Purchaser’s Intended Use”) and Seller’s agricultural use of the Property pursuant to the Lease Agreement; (ii) to subdivide the Property from the tax parcel of which it is a part, as and to the extent required by applicable law (the “Subdivision”); and (iii) to obtain all licenses, permits and approvals (including environmental and utilities permits and approvals) necessary or desirable for Purchaser to use the Property for Purchaser’s Intended Use (the “Permitting”, and collectively with the Rezoning and the Subdivision, the “Approvals”). Purchaser shall provide Seller with the opportunity to review and approve Purchaser’s proposed applications and supporting documents with respect to the Approvals prior to submitting same to the appropriate

Miscellaneous.

Notices. All notices required or permitted hereunder shall be in writing and shall be served on all of the parties hereto at the following addresses:

Bradley Arant Boult Cummings LLP One Federal Place

Assignment of Agreement. Purchaser may not assign this Agreement without Seller’s prior written consent, which consent may be withheld or granted in Seller’s reasonable discretion, provided, however, that Purchaser may assign this Agreement to an entity owned and controlled by Purchaser and formed by Purchaser for the purpose of taking title to the Property without Seller’s prior written consent, provided that written notice of such assignment shall be given by Purchaser to Seller no later than 5 (five) business days prior to the Closing Date, and no such assignment shall relieve Purchaser of any obligations or liabilities hereunder. Subject to the foregoing, this Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, Purchaser and Seller and their respective heirs, successors and permitted assigns.

Modification. Neither this Agreement nor any provision hereof may be waived, modified or amended, except by a written instrument, signed by the party against whom the enforcement of such waiver, modification or amendment is sought, and then only to the extent set forth in such instrument.

Captions. The captions or headings used herein are included for convenience and general reference only and shall not be construed to describe, define or limit the scope, intent or construction of this Agreement.

Exhibits. Each exhibit which is referred and attached to this Agreement is incorporated herein as if set out fully in the body hereof.

Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Time. Time is of the essence in the performance of all obligations of each party to this Agreement.

Brokerage Commissions. Seller and Purchaser represent and warrant to each other that they have not dealt with any broker or sales agent in connection with this transaction. Seller and Purchaser each hereby agree to indemnify, defend and hold the other harmless from and against any and all claims, suits, liabilities, judgments and expenses, including reasonable attorneys’ fees, suffered or incurred by the other party as a result of any claim or claims for brokerage commissions, finder’s fees or other compensation asserted by any person, firm or corporation in connection with the execution of this Agreement and the consummation of the transactions contemplated by this Agreement. The provisions of this Section 3(h) shall survive the Closing.

Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties hereto with respect to the Property and supersedes any prior oral or written agreements or understandings between the parties with respect to the Property. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants and conditions herein set forth, and that no modification of this Agreement and no waiver of any of its terms and conditions shall be effective unless made in writing and duly executed by the parties hereto.

Partial Invalidity. If any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each provision shall be valid and enforceable to the fullest extent permitted by law.

Attorneys’ Fees. In the event of any litigation between Purchaser and Seller arising under or in connection with this Agreement, the prevailing party shall be entitled to recover from the other party the expenses of litigation in original and appellate jurisdiction (including reasonable attorneys’ fees, paralegal fees, expenses, and disbursements) incurred by the prevailing party. It is the express intent of the Parties that recovery hereunder is not limited by the Statewide Uniform Guidelines for Taxation of Costs in Civil Action. This provision is separate and several and shall survive the termination of this Agreement.

Tax-Free Exchange Transaction. Seller and Purchaser shall each have the right, by written notice to the other party, to assign its legal interests in this Agreement to a qualified tax-deferred exchange intermediary for the purpose of effecting a tax-deferred, like-kind exchange or to otherwise effect an exchange of real property in accordance with the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. Each party shall reasonably cooperate with the other in this regard; provided, however, that the non-exchanging party shall not be required to incur any additional costs, liabilities or delays in connection with this assignment, and the exchanging party shall not be released from any of its obligations or liabilities under this Agreement as a result thereof.

Non-Waiver. Failure by any party to complain of any action, non-action or breach of any other party shall not constitute a waiver of any aggrieved party’s rights hereunder. Waiver by any party of any right arising from any breach by any other party shall not constitute a waiver of any other right arising from a subsequent breach of the same obligation or for any other default, past, present or future.

Successors and Assigns. The words “Seller” and “Purchaser” as hereinabove used in this Agreement shall mean Seller and Purchaser as mentioned herein, and also, where not inhibited by the context of this Agreement, shall mean their respective successors and permitted assigns.

Authority. Each party hereto warrants and represents that such party has full and complete authority to enter into this Agreement and each person executing this Agreement on behalf of a party warrants and represents that he/she has been fully authorized to execute this Agreement on behalf of such party and that such party is bound by the signature of such representative.

Counsel. Each party hereto warrants and represents that each party has been afforded the opportunity to be represented by counsel of its choice in connection with the execution of this Agreement and has had ample opportunity to read, review, and understand the provisions of this Agreement.

Dates and Times. If any date set forth in this Agreement shall fall on, or any time period set forth in this Agreement shall expire on, a day which is a Saturday, Sunday, federal or state holiday, or other non-business day, such date shall automatically be extended to, and the expiration of such time period shall automatically to be extended to, the next day which is not a Saturday, Sunday, federal or state holiday or other non- business day. The final day of any time period under this Agreement or any deadline under this Agreement shall be the specified day or date, and shall include the period of time through and including such specified day or date. All references to the “Effective Date” shall be deemed to refer to the later of the date of Purchaser’s or Seller’s execution of this Agreement, as indicated below their executions hereon. Any action required to be taken by a specified date may be taken at or before 11:59 p.m., daylight or standard time (as applicable) in the time zone where the Land is located.

Governing Law. This Agreement is governed by, and must be interpreted under, the laws of the State of Florida.

Multiple Counterparts; Execution. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged. A facsimile, electronic or digitally executed copy of this Agreement and any signatures thereon shall be considered for all purposes as originals.

Interpretation. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any such party.

Lease Agreement. At the Closing, Purchaser and Alico. shall enter into a lease agreement (the “Lease Agreement”), pursuant to which Purchaser shall lease a portion of the Property containing orange groves (the “Groves”) to Alico, at a rental rate of $500 per net tree acre (as determined by the Survey) per year, for an initial term of ten

Intentionally Deleted.

Lender Consents and Approvals. Purchaser understands that the Property and/or Seller’s transfer of the Property to Purchaser as contemplated herein may be subject to or require the prior approval of Seller’s lender(s). As such, and notwithstanding anything to the contrary contained within this Agreement, the obligation of Seller to close on the sale and purchase of the Property pursuant to this Agreement shall be and hereby is expressly conditioned upon Seller obtaining the prior written consent, approval and/or partial release from Seller’s lender(s) on or before the Closing Date (collectively, “Lender Consents and Approvals”). Seller shall use commercially reasonable efforts to seek to obtain the Lender Consents and Approvals on or before the expiration of the Closing Date. If the foregoing condition precedent shall not have occurred or been satisfied on or before the Closing Date due to any contractual rights or discretion granted to Seller’s lender(s), then Seller shall be entitled to terminate this Agreement by delivering written notice to Purchaser and in such event the parties shall have no further liabilities or obligations under this Agreement, except for such liabilities and obligations that are expressly intended to survive termination of this Agreement. Notwithstanding anything to the contrary stated herein, in the event Seller is unable to obtain the Lender Consents and Approvals on or before the Closing Date, Seller shall have the right to extend the Closing Date for a period of up to thirty (30) days by delivering written notice to Purchaser on or before the expiration of such date.

Tropicana Consent and Release. Purchaser acknowledges and agrees that the Property is subject to certain supply agreements (“Supply Agreements”) by and between Seller (or its affiliates) and Tropicana Manufacturing Company, Inc. (“Tropicana”). Purchaser and Seller acknowledge and agree that no part of the Supply Agreements will be assumed or assigned to Purchaser at Closing. As such, and notwithstanding anything to the contrary contained within this Agreement, the obligation of Seller to close on the sale and purchase of the Property pursuant to this Agreement shall be and hereby is expressly conditioned upon Seller obtaining the prior written consent and/or partial release from Tropicana with respect to the removal of the Property from the effect of the Supply Agreements, or Tropicana’s consent to Seller’s lease of the Property from Purchaser pursuant to the Lease Agreement prior to the Closing Date (in each case, the “Tropicana Consent and Release”). Seller shall use commercially reasonable efforts to seek to obtain the Tropicana Consent and Release prior to the Closing Date. If the foregoing condition precedent shall not have occurred or been satisfied on or before the Closing Date due to any contractual rights or discretion granted to Tropicana under the Tropicana Agreement, then Seller shall be entitled to terminate this Agreement by the terminating party delivering written notice to the Purchaser and in such event the parties shall have no further liabilities or obligations under this Agreement, except for such liabilities and obligations that are expressly intended to survive termination of this Agreement. Notwithstanding anything to the contrary stated herein, in the event Seller is unable to obtain the Tropicana Consent and Release on or before the Closing Date, Seller

Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. This Agreement is not contingent upon Purchaser’s approval of any testing relating to radon.

Water Use Permit(s) and/or Drainage Permits. Purchaser understands and acknowledges that Seller may have one or more water use permits and/or drainage permits that affect the Property (individually, a “Permit” and collectively, the “Permits”). After Closing, Purchaser understands and acknowledges that, if applicable, Seller will modify the Permits such that they continue to recognize Seller as the permittee thereunder. If applicable, Purchaser shall cooperate with Seller in such efforts and agrees that Purchaser shall have no right to modify or utilize the Permits after Closing during the term of the Lease Agreement. Purchaser will indemnify and hold harmless Seller from and against any and all loss, damage, fines, liability, costs and expenses (including, but not limited to, attorneys’ fees) and other sums that Seller may pay or may become obligated to pay on account of any demand, claim, liability or action in law or equity, relating to, arising from any actions or omissions of Purchaser, its agents or employees, resulting from Purchaser’s failure to perform its obligations under this Section 3(z). The provisions of this Section 3(z) shall survive the Closing.

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