Exhibit 10.3


 





GUARANTY AGREEMENT


 


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 of BANK OF AMERICA, N.A., a national banking association (together with its successors, participants, and assigns, “Lender”).


 


Recitals


 


Pursuant to that certain
Line of Credit Loan Agreement of even date herewith (as amended, restated or otherwise modified, the “Loan Agreement”)
by and between Lender, Limoneira Lewis Community Builders, LLC, a Delaware limited liability company (“Borrower”),
Lender has agreed to make an unsecured revolving credit facility available to Borrower in the maximum amount of up to Forty-Five
Million and No/100 Dollars ($45,000,000.00) (the “Loan”). As a condition precedent to making the Loan
available to Borrower, Lender has required that Guarantor execute and deliver this Guaranty to Lender.


 


Any capitalized term
used and not defined in this Guaranty shall have the meaning given to such term in the Loan Agreement. As used herein, the term
“Indebtedness” is broadly defined to mean and include all principal, interest (including interest accruing
after maturity and after the commencement of any bankruptcy or insolvency proceeding by or against Borrower, whether or not allowed
in such proceeding), prepayment premiums, fees, late charges, costs, expenses, indemnification indebtedness, and other sums of
money now or hereafter due and owing, or which Borrower is obligated to pay, pursuant to the terms of the Note, the Loan Agreement,
or any of the other Loan Documents, as the same may from time to time be amended, supplemented, restated or otherwise modified.
The Indebtedness includes all costs and expenses actually incurred by Lender in seeking to enforce Lender’s rights and remedies
with respect to the Indebtedness, including court costs, costs of alternative dispute resolution and reasonable attorneys’
fees, whether or not suit is filed or other proceedings are initiated thereon.


 


Agreements


 


For good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and in order to induce Lender to make the Loan available
to Borrower, pursuant to the terms and conditions herein set forth Guarantor hereby guarantees to Lender the prompt and full payment
and performance of the indebtedness and obligations described below in this Guaranty (collectively called the “Guaranteed
Obligations”).


 






    	 	1	 



     


    

 


Section 1. Guaranty of Payment.


 


Guarantor hereby unconditionally
and irrevocably guarantees to Lender the punctual payment when due, whether by lapse of time, by acceleration of maturity, or otherwise,
of all Indebtedness. This Guaranty covers the Indebtedness presently outstanding and the Indebtedness arising subsequent to the
date hereof, including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this
Section is a continuing guaranty of payment and not a guaranty of collection.


 


Section 2. Absolute, Irrevocable and Unconditional Guaranty.


 


(a) This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. This Guaranty shall be
effective as a waiver of, and Guarantor hereby expressly waives, any right to which Guarantor may otherwise have been entitled,
whether existing under statute, at Law or in equity, to require Lender to take prior recourse or proceedings against any collateral,
security or Person. It shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to
institute suit or pursue or exhaust any rights or remedies against Borrower or other Person liable on such indebtedness or for
such performance, or to enforce any rights against any security given to secure such indebtedness or performance, or to join Borrower
or any other Person liable for the payment or performance of the Guaranteed Obligations or any part thereof in any action to enforce
this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed Obligations; provided, however,
that nothing herein contained shall prevent Lender from exercising any rights under the Loan Documents.


 


(b) Suit may be brought or demand may be made against Borrower or against any or all parties who have signed this Guaranty or
any other guaranty covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together,
without impairing the rights of Lender against any party hereto.


 


Section 3. Certain Agreements and Waivers by Guarantor.


 


(a) Guarantor agrees that neither Lender’s rights or remedies nor Guarantor’s obligations under the terms of this
Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts,
or circumstances, Guarantor waives any rights, claims or defenses arising from any such events, actions, facts, or circumstances,
and the liability of Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of:


  


(i) any limitation on the liability of, or recourse against, any other Person in any Loan Document or arising under any Law;


 


(ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration or
that the obligations of Guarantor hereunder exceed or are more burdensome than those of Borrower under the other Loan Documents;


 






    	 	2	 



     


    

 


(iii) the release or taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all
of the Guaranteed Obligations;


 


(iv) the operation of any statutes of limitations or other Laws regarding the limitation of actions, all of which are hereby
waived as a defense to any action or proceeding brought by Lender against Guarantor, to the fullest extent permitted by Law;


 


(v) any homestead exemption or any other exemption under applicable Law, all of which are waived by Guarantor to the fullest
extent permitted by Law;


 


(vi) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste,
failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with
respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist
in connection with any or all of the Guaranteed Obligations, or any impairment of Guarantor’s recourse against any Person
or collateral;


 


(vii) whether express or by operation of Law, any partial release of the liability of Guarantor hereunder (except to the extent
expressly so released) or any complete or partial release of Borrower or any other Person liable, directly or indirectly, for the
payment or performance of any or all of the Guaranteed Obligations;


 


(viii) the death, insolvency, bankruptcy, disability, incapacity, dissolution, liquidation, termination, receivership, reorganization,
merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power
of Borrower or any other Person at any time liable for the payment or performance of any or all of the Guaranteed Obligations;


 


(ix) either with or without notice to or consent of Guarantor, any renewal, extension, modification, supplement, subordination
or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents (excluding, however,
any such modification or rearrangement of, or supplement to, this Guaranty), including material alterations of the terms of payment
(including changes in maturity date(s) and interest rate(s)) or performance or any other terms thereof, or any waiver, termination,
or release of, or consent to departure from, any of the Loan Documents or any other guaranty of any or all of the Guaranteed Obligations,
or any adjustment, indulgence, forbearance, or compromise that may be granted from time to time by Lender to Borrower or any other
Person at any time liable for the payment or performance of any or all of the Guaranteed Obligations;


 






    	 	3	 



     


    

 


(x) any neglect, lack of diligence, delay, omission, failure, or refusal of Lender to take or prosecute (or in taking or prosecuting)
any action for the collection or enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action
to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or
in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting)
any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner
any collateral securing any or all of the Guaranteed Obligations;


 


(xi) any failure of Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement,
subordination, or assignment of the Guaranteed Obligations or any part thereof, or of any Loan Document (excluding, however, any
such modification or rearrangement of, or supplement to, this Guaranty), or of any release of or change in any security, or of
the occurrence or existence of any Default or Event of Default, or of any other action taken or refrained from being taken by Lender
against Borrower or any security or other recourse, or of any new agreement between Lender and Borrower, it being understood that
Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection
with the Guaranteed Obligations (other than as may be expressly required under this Guaranty), any and all rights to notice Guarantor
may have otherwise had being hereby waived by Guarantor, and Guarantor shall be responsible for obtaining for itself information
regarding Borrower and any collateral, including any changes in the business or financial condition of Borrower or any collateral,
and Guarantor acknowledges and agrees that Lender shall have no duty to notify Guarantor of any information which Lender may have
concerning Borrower or any collateral;


 


(xii) the existence of any claim, counterclaim, set-off or other right that Guarantor may at any time have against Borrower, Lender,
or any other Person, whether or not arising in connection with this Guaranty, the Loan Agreement or any other Loan Document;


 


(xiii) the unenforceability of all or any part of the Guaranteed Obligations against Borrower, whether because the Guaranteed Obligations
exceed the amount permitted by Law or violate any usury law, or because the Persons creating the Guaranteed Obligations acted in
excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any of the Loan Documents,
or because Borrower has any valid defense, claim or offset with respect thereto, or because Borrower’s obligation ceases
to exist by operation of Law, or because of any other reason or circumstance, it being agreed that Guarantor shall remain liable
hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations, or any part thereof,
for any reason (and regardless of any joinder of Borrower or any other party in any action to obtain payment or performance of
any or all of the Guaranteed Obligations);


 






    	 	4	 



     


    

 


(xiv) any order, ruling or plan of reorganization emanating from proceedings under Title 11 of the United States Code with respect
to Borrower or any other Person, including any extension, reduction, composition, or other alteration of the Guaranteed Obligations,
whether or not consented to by Lender, or any action taken or omitted by Lender in any such proceedings, including any election
to have Lender’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Lender in any
such proceedings or the taking and holding by Lender of any security for any such extension of credit; or


 


(xv) any other condition, event, omission, action or inaction that would in the absence of this Subsection result in the release
or discharge of Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty
or any other agreement.


 


(b) Guarantor waives notice of receipt and acceptance of this Guaranty by Lender.


 


(c) In the event any payment by Borrower or any other Person to Lender is held to constitute a preference, fraudulent transfer
or other voidable payment under any bankruptcy, insolvency or similar Law, or if for any other reason Lender is required to refund
such payment or pay the amount thereof to any other party, such payment by Borrower or any other party to Lender shall not constitute
a release of Guarantor from any liability hereunder, and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding
any prior release, surrender or discharge by Lender of this Guaranty or of Guarantor), as the case may be, with respect to, and
this Guaranty shall apply to, any and all amounts so refunded by Lender or paid by Lender to another Person (which amounts shall
constitute part of the Guaranteed Obligations), and any interest paid by Lender and any reasonable attorneys’ fees, costs
and expenses actually paid or incurred by Lender in connection with any such event.


 


(d) It is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute, irrevocable
and unconditional under any and all circumstances and that until the Guaranteed Obligations are fully and finally paid and performed,
and not subject to refund or disgorgement, the obligations and liabilities of Guarantor hereunder shall not be discharged or released,
in whole or in part, by any act or occurrence that might, but for the provisions of this Guaranty, be deemed a legal or equitable
discharge or release of a guarantor.


 


(e) Guarantor’s obligations shall not be affected, impaired, lessened or released by loans, credits or other financial
accommodations now existing or hereafter advanced by Lender to Borrower in excess of the Guaranteed Obligations. All payments,
repayments and prepayments of the Indebtedness, whether voluntary or involuntary, received by Lender from Borrower, any other Person
or any other source (other than from Guarantor pursuant to a demand by Lender hereunder), and any amounts realized from any collateral
for the Indebtedness, shall be deemed to be applied first to any portion of the Indebtedness which is not covered by this Guaranty,
and last to the Guaranteed Obligations, and this Guaranty shall bind Guarantor to the extent of any Guaranteed Obligations that
may remain owing to Lender. Lender shall have the right to apply any sums paid by Guarantor to any portion of the Indebtedness
in Lender’s sole and absolute discretion.


 






    	 	5	 



     


    

 


(f) If acceleration of the time for payment of any amount payable by Borrower under the Note, the Loan Agreement or any other
Loan Document is stayed or delayed by any Law or tribunal, all such amounts shall nonetheless be payable by Guarantor on demand
by Lender.


 


(g) Intentionally omitted.


 


(h) Intentionally omitted.


 


(i) Guarantor waives all rights and defenses arising out of an election of remedies by Lender, even though that election of
remedies may have destroyed Guarantor’s rights of subrogation and reimbursement against Borrower.


 


(j) Guarantor waives Guarantor’s rights of subrogation and reimbursement, including any defenses Guarantor may have by
reason of an election of remedies by Lender.


 


(k) Guarantor waives notice of acceptance of this Guaranty, any rights, defenses and benefits that may be derived from Sections
2787 to 2855, inclusive, of the California Civil Code or comparable provisions of the Laws of any other jurisdiction, and all other
suretyship defenses Guarantor would otherwise have under the Laws of California or any other jurisdiction.


 


(l) No provision or waiver in this Guaranty shall be construed as limiting the generality of any other provision or waiver contained
in this Guaranty. All of the waivers contained herein are irrevocable and unconditional and are intentionally and freely made by
Guarantor.


 


Section 4. Subordination.


 


If, for any reason
whatsoever, Borrower is now or hereafter becomes indebted to Guarantor:


 


(a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect
to property of Borrower securing such indebtedness shall, at all times, be subordinate in all respects to the Guaranteed Obligations
and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations;


 


(b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower
to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided, however, that so long as
no Default or Event of Default shall have occurred and be continuing, Guarantor shall not be prohibited from receiving such (i)
reasonable management fees or reasonable salary from Borrower as Lender may find acceptable from time to time in its sole and absolute
discretion, and (ii) distributions from Borrower;


 






    	 	6	 



     


    

 


(c)
Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of
Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or
insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other
debtor relief or insolvency proceedings involving Borrower as debtor, Lender shall have the right to prove its claim in any
such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver,
trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan
Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter
arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid
and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that
is prohibited as provided above in this Section, Guarantor shall pay the same to Lender immediately, Guarantor hereby
agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion
over the same except to pay it immediately to Lender; and


 


(d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender
may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section, including
execution and delivery of proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory
notes or other instruments evidencing indebtedness of Borrower to Guarantor. All promissory notes, accounts receivable ledgers
or other evidences, now or hereafter held by Guarantor, of obligations of Borrower to Guarantor shall contain a specific written
notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.


 


Section 5. Other Liability of Guarantor or Borrower.


 


If Guarantor is or
becomes liable, by endorsement or otherwise, for any indebtedness owing by Borrower to Lender other than under this Guaranty, such
liability shall not be in any manner impaired or affected hereby, and the rights of Lender hereunder shall be cumulative of any
and all other rights that Lender may have against Guarantor. If Borrower is or becomes indebted to Lender for any indebtedness
other than or in excess of the Guaranteed Obligations, any payment received or recovery realized upon such other indebtedness of
Borrower to Lender may be applied to such other indebtedness. This Guaranty is independent of (and shall not be limited by) any
other guaranty now existing or hereafter given. Further, Guarantor’s liability under this Guaranty is in addition to any
and all other liability Guarantor may have in any other capacity, including, if applicable, its capacity as a general partner.


 






    	 	7	 



     


    

 


Section 6. Lender Assigns; Disclosure of Information.


 


This Guaranty is for
the benefit of Lender and Lender’s successors, participants and assigns, and in the event of an assignment of the Guaranteed
Obligations, or any part thereof, the rights and benefits hereunder, to the extent applicable to the Guaranteed Obligations so
assigned, may be transferred with such Guaranteed Obligations. Guarantor waives notice of any transfer or assignment of the Guaranteed
Obligations or any part thereof. Lender may sell or offer to sell the Indebtedness or interests therein to one or more assignees
or participants. Guarantor shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection
therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall
have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender
hereunder. Lender may disclose to any such assignee or participant or prospective assignee or participant, to Lender’s affiliates,
including Merrill Lynch, Pierce, Fenner & Smith Incorporated, to any regulatory body having jurisdiction over Lender and to
any other parties as necessary or appropriate in Lender’s reasonable judgment, any information Lender now has or hereafter
obtains pertaining to the Guaranteed Obligations, this Guaranty, or Guarantor, including information regarding any security for
the Guaranteed Obligations or for this Guaranty, and/or credit or other information on Guarantor and/or any other Person liable,
directly or indirectly, for any part of the Guaranteed Obligations.


 


Section 7. Binding Effect; Joint and Several Liability.


 


This Guaranty is binding
not only on Guarantor, but also on Guarantor’s heirs, personal representatives, successors and assigns. Upon the death of
Guarantor, if Guarantor is a natural person, this Guaranty shall continue against Guarantor’s estate as to all of the Guaranteed
Obligations, including that portion incurred or arising after the death of Guarantor and shall be provable in full against Guarantor’s
estate, whether or not the Guaranteed Obligations are then due and payable. If this Guaranty is signed by more than one Person,
then all of the obligations of Guarantor arising hereunder shall be jointly and severally binding on each of the undersigned, and
their respective heirs, personal representatives, successors and assigns, and the term “Guarantor” shall
mean all of such Persons and each of them individually.


 


Section 8. Governing Law.


 


The validity, enforcement,
and interpretation of this Guaranty, shall for all purposes be governed by and construed in accordance with the Laws of the State
of California (without regard to its conflicts of law principles) and applicable United States federal Law, and is intended to
be performed in accordance with, and only to the extent permitted by, such Laws. All obligations of Guarantor hereunder are payable
and performable at the place or places where the Guaranteed Obligations are payable and performable.


 


Section 9. Invalidity of Certain Provisions.


 


If any provision of
this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to
be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other
Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision
to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent permitted by
applicable Law.


 






    	 	8	 



     


    

 


Section 10. Costs and Expenses of Enforcement.


 


Guarantor agrees to
pay to Lender on demand all costs and expenses actually incurred by Lender in seeking to enforce Lender’s rights and remedies
under this Guaranty, including court costs, costs of alternative dispute resolution and reasonable attorneys’ fees, whether
or not suit is filed or other proceedings are initiated hereon. All such costs and expenses actually incurred by Lender shall constitute
a portion of the Guaranteed Obligations hereunder, shall be subject to the provisions hereof with respect to the Guaranteed Obligations
and shall be payable by Guarantor on demand by Lender.


 


Section 11. No Usury.


 


It is not the intention
of Lender or Guarantor to obligate Guarantor to pay interest in excess of that lawfully permitted to be paid by Guarantor under
applicable Law. Should it be determined that any portion of the Guaranteed Obligations or any other amount payable by Guarantor
under this Guaranty constitutes interest in excess of the maximum amount of interest that Guarantor, in Guarantor’s capacity
as guarantor, may lawfully be required to pay under applicable Law, the obligation of Guarantor to pay such interest shall automatically
be limited to the payment thereof in the maximum amount so permitted under applicable Law. The provisions of this Section shall
override and control all other provisions of this Guaranty and of any other agreement between Guarantor and Lender.


 


Section 12. Representations, Warranties, and Covenants of Guarantor.


 


Until the Guaranteed
Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed,
Guarantor hereby represents, warrants, and covenants that: (a) Guarantor has a financial interest in Borrower and will derive a
material and substantial benefit, directly or indirectly, from Lender making the Loan available to Borrower and from the making
of this Guaranty by Guarantor; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor,
subject to bankruptcy, creditors’ rights and equitable principles; (c) Guarantor is not, and the execution, delivery and
performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any Law
or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected;
(d) unless Guarantor is a natural person, Guarantor is duly organized, validly existing, and in good standing under the Laws of
the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) there is no litigation
pending or, to the knowledge of Guarantor, threatened by or before any tribunal against or affecting Guarantor, which, if adversely
determined, would have a material adverse effect on Guarantor’s ability to perform its obligations hereunder; (f) all financial
statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter
furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor in all
material respects as of their dates and the results of Guarantor’s operations for the periods therein specified, and, since
the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred
in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material
liability, direct or indirect, fixed or contingent; (g) immediately after giving effect to this Guaranty, Guarantor is solvent,
is not engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital,
and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h)
Guarantor has read and fully understands the provisions contained in the Loan Agreement and the other Loan Documents; and (i) Guarantor
shall comply with all financial covenants set forth in the Loan Agreement which are applicable to or relate to Guarantor.


 






    	 	9	 



     


    

 


Section 13. Notices.


 


All notices, requests,
consents, demands and other communications required or which any party desires to give hereunder or under any other Loan Document
shall be in writing and, unless otherwise specifically provided in such other Loan Document, shall be deemed sufficiently given
or furnished if delivered by personal delivery, by nationally recognized overnight courier service, or by certified United States
mail, postage prepaid, addressed to the party to whom directed at the addresses specified in this Guaranty (unless changed by similar
notice in writing given by the particular party whose address is to be changed) or by facsimile. Any such notice or communication
shall be deemed to have been given either at the time of personal delivery or, in the case of courier or mail, as of the date of
first attempted delivery at the address and in the manner provided herein, or, in the case of facsimile, upon receipt; provided
that service of a notice required by any applicable statute shall be considered complete when the requirements of that statute
are met. Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt. This Section
shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Guaranty or in any other
Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason.


 


Section 14. Cumulative Rights.


 


All of the rights and
remedies of Lender under this Guaranty and the other Loan Documents are cumulative of each other and of any and all other rights
at law or in equity, and the exercise by Lender of any one or more of such rights and remedies shall not preclude the simultaneous
or later exercise by Lender of any or all such other rights and remedies. No single or partial exercise of any right or remedy
shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and
from time to time. No failure by Lender to exercise, nor delay in exercising, any right or remedy shall operate as a waiver of
such right or remedy or as a waiver of any Event of Default. No notice to or demand on Guarantor in any case shall of itself entitle
Guarantor to any other or further notice or demand in similar or other circumstances. No provision of this Guaranty or any right
or remedy of Lender with respect hereto, or any default or breach, can be waived, nor can this Guaranty or Guarantor be released
or discharged in any way or to any extent, except specifically in each case by a writing intended for that purpose (and which refers
specifically to this Guaranty) executed and delivered by Lender to Guarantor.


 






    	 	10	 



     


    

 


Section 15. Term of Guaranty.


 


This Guaranty shall
continue in effect until all the Guaranteed Obligations and Indebtedness of Borrower, and all of the obligations of Guarantor to
Lender under this Guaranty are fully and finally paid, performed and discharged and are not subject to any bankruptcy preference
period or any other disgorgement.


 


Section 16. Financial Statements.


 


Guarantor agrees to
provide to Lender, as and when required, the Financial Statements and other financial information required to be delivered to Lender
with respect to Guarantor pursuant to the terms of the Loan Agreement and the other Loan Documents, in the form and detail required
by the Loan Documents. Guarantor also agrees to provide to Lender such other and further financial information with respect to
Guarantor as Lender shall from time to time reasonably request. All assets shown on the Financial Statements provided by Guarantor,
unless clearly designated to the contrary (in accordance with accounting principles generally accepted in the real estate industry,
consistently applied) shall, be conclusively deemed to be free and clear of any exemption or any claim of exemption of Guarantor
at the date of the Financial Statements and at all times thereafter. Acceptance of any Financial Statement by Lender, whether or
not in the form prescribed herein, shall be relied upon by Lender in the administration, enforcement, and extension of the Guaranteed
Obligations.


 


Section 17. Subrogation.


 


Guarantor shall not
have any right of subrogation under any of the Loan Documents or any right to participate in any security for the Guaranteed Obligations
or any right to reimbursement, exoneration, contribution, indemnification or any similar rights, until all Guaranteed Obligations
and Indebtedness of Borrower have been fully and finally paid, performed and discharged in accordance with ‎Section 15
hereof, and Guarantor hereby waives all of such rights.


 


Section 18. Time of Essence.


 


Time shall be of the
essence in this Guaranty with respect to all of Guarantor’s obligations hereunder.


 


Section 19. Entire Agreement; Counterparts; Construction.


 


This Guaranty embodies
the entire agreement between Lender and Guarantor with respect to the guaranty by Guarantor of the Guaranteed Obligations. This
Guaranty supersedes all prior agreements and understandings, if any, with respect to the guaranty by Guarantor of the Guaranteed
Obligations. This Guaranty shall be effective upon execution by Guarantor and delivery to Lender. This Guaranty may not be modified,
amended or superseded except in a writing signed by Lender and Guarantor referencing this Guaranty by its date and specifically
identifying the portions hereof that are to be modified, amended or superseded. If this Guaranty has been executed in one or more
identical counterparts, then each such counterpart shall be deemed an original for all purposes, and all will constitute, collectively,
one agreement. The lack of genuineness or authority of any signature or signator of or for any Guarantor shall not affect the obligations
hereunder of any other Guarantor. As used herein, the words “include” and “including”
shall be interpreted as if followed by the words “without limitation.” Guarantor acknowledges and agrees
that the recitals set forth at the beginning of this Guaranty are true and correct and are incorporated herein by this reference.


 






    	 	11	 



     


    

 


Section 20. Forum.


 


Guarantor hereby irrevocably
submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United
States federal court sitting in the State specified in the governing law section of this Guaranty and to the jurisdiction of any
state court or any United States federal court sitting in the State of California, over any Dispute. Guarantor hereby irrevocably
waives, to the fullest extent permitted by Law, any objection that Guarantor may now or hereafter have to the laying of venue in
any such court and any claim that any such court is an inconvenient forum. Guarantor hereby agrees and consents that, in addition
to any methods of service of process provided for under applicable Law, all service of process in any such suit, action or proceeding
in any state court or any United States federal court sitting in the state specified in the governing law section of this Guaranty
may be made by certified or registered mail, return receipt requested, directed to Guarantor at its address for notice set forth
in this Guaranty, or at a subsequent address of which Lender received actual notice from Guarantor in accordance with the notice
section of this Guaranty, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing
herein shall affect the right of Lender to serve process in any manner permitted by Law or limit the right of Lender to bring proceedings
against Guarantor in any other court or jurisdiction.


 


Section 21. Dispute Resolution Provision.


 


This Section is referred
to as the “Dispute Resolution Provision.” Lender and Guarantor (and any other party to this Guaranty)
agree that this Dispute Resolution Provision is a material inducement for their entering into this Guaranty.


 


(a) Scope. This Dispute Resolution Provision concerns the resolution of any disputes, controversies, claims, counterclaims,
allegations of liability, theories of damage, or defenses (collectively, a “Claim” or “Claims”)
between Lender, on the one hand, and Guarantor and/or any obligor, on the other hand (each side being, for the purposes of this
Dispute Resolution Provision, a “Party” and the two sides together being the “Parties”),
regardless of whether based on federal, state, or local law, statute, ordinance, regulation, contract, common law, or any other
source, and regardless of whether foreseen or unforeseen, suspected or unsuspected, or fixed or contingent at the time of this
Guaranty, including but not limited to Claims that arise out of or relate to: (i) this Guaranty (including any renewals, extensions,
or modifications); or (ii) any document related to this Guaranty. For purposes of this Dispute Resolution Provision only, the terms
“Lender” or “Party” or “Parties” (to the extent referring
to or including Lender) shall include any parent corporation, subsidiary or affiliate of Lender, and the terms “Guarantor”
or “Party” or “Parties” (to the extent referring to or including Guarantor)
shall include any parent corporation, subsidiary or affiliate of Guarantor, as applicable.


 






    	 	12	 



     


    

 


(b) Judicial Reference. Any Claim brought by any Party in a California state court shall be resolved by a general reference
to a referee (or a panel of referees) as provided in California Code of Civil Procedure Section 638. The referee (or presiding
referee of the panel) shall be a retired Judge or Justice of the California state court system. The referee(s) shall be selected
by mutual written agreement of the Parties. If the Parties do not agree, the referee(s) shall be selected by the Presiding Judge
of the Court (or his or her representative) as provided in California Code of Civil Procedure Section 640. The referee(s) shall
hear and determine all issues relating to the Claim, whether of fact or of law, and shall do so in accordance with the Laws of
the State of California, and shall report a statement of decision. The referee(s) shall be empowered to enter equitable as well
as legal relief, provide all temporary or provisional remedies, enter equitable and legal orders that will be binding on the Parties,
and rule on any motion which would be authorized in court litigation, including without limitation motions to dismiss, for summary
judgment, or for summary adjudication. The referee(s) shall award legal fees and costs (including the fees of the referee(s)) relating
to the judicial reference proceeding, and to any related litigation or arbitration, in accordance with the terms of this Guaranty.
The award that results from the decision of the referee(s) shall be entered as a judgment in the court that appointed the referee(s),
in accordance with the provisions of California Code of Civil Procedure Sections 644(a). Pursuant to California Code of Civil Procedure
Sections 645, the Parties reserve the right to seek appellate review of any judgment or order, including but not limited to, orders
pertaining to class certification, to the same extent permitted in a court of law.


 


(c) Arbitration Provisions. The Parties agree that judicial reference pursuant to Subsection (b) above is the
preferred method of dispute resolution of all Claims, when available. The Parties therefore agree that injunctive relief, including
a temporary restraining order, without the posting of any bond or security, shall be appropriate to enjoin the prosecution of any
arbitration proceeding where the Claims at issue become subject to (and as long as they remain subject to) judicial reference pursuant
to Subsection (b) above, provided that, subject to the provisions of Subsection (g) below, a Party moves for such
relief within thirty (30) days of its receipt of a demand for arbitration of a Claim. However, with respect to any Claim brought
in a forum other than a California state court, or brought in a California state court but judicial reference pursuant to Subsection
(b) above is not available or enforced by the court, subject to the provisions of Subsection (g) below, the arbitration
provisions in this Subsection (collectively, the “Arbitration Provisions”) shall apply to the Claim.
In addition, if either of the Parties serves demand for arbitration of a Claim in accordance with these Arbitration Provisions,
and the other Party does not move to enjoin the arbitration proceeding within thirty (30) days of receipt of the demand, the right
to judicial reference shall be waived and, subject to the provisions of Subsection (g) below, the Claim shall remain subject
to these Arbitration Provisions thereafter. The inclusion of these Arbitration Provisions in this Guaranty shall not otherwise
be deemed as any limitation or waiver of the judicial reference provisions. The Arbitration Provisions are as follows:


 


(i) For any Claim for which these Arbitration Provisions apply, the Parties agree that at the request of any Party to this Guaranty,
such Claim shall be resolved by binding arbitration. The Claims shall be governed by the Laws of the State of California without
regard to its conflicts of law principles. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. (the “Act”),
shall apply to the construction, interpretation, and enforcement of these Arbitration Provisions, as well as to the confirmation
of or appeal from any arbitration award.


 






    	 	13	 



     


    

 


(ii) Arbitration proceedings will be determined in accordance with the Act, the then-current Commercial Finance rules and procedures
of the American Arbitration Association or any successor thereof (“AAA”) (or any successor rules for
arbitration of financial services disputes), and the terms of these Arbitration Provisions. In the event of any inconsistency,
the terms of these Arbitration Provisions shall control. The arbitration shall be administered by the Parties and not the AAA and
shall be conducted, unless otherwise required by Law, at a location selected solely by Lender in any U.S. state where real or tangible
personal property collateral for this credit is located or where Guarantor has a place of business. If there is no such state,
Lender shall select a location in California.


 


(iii) If aggregate Claims are One Million Dollars ($1,000,000) or less:


 


(A) All issues shall be heard and determined by one neutral arbitrator. The arbitrator shall have experience with commercial
financial services disputes and, if possible, prior judicial experience, and shall be selected pursuant to the AAA “Arbitrator
Select: List and Appointment” process, to be initiated by Lender. If the AAA “Arbitrator Select: List and Appointment”
process is unavailable, Lender shall initiate any successor process offered by the AAA or a similar process offered by any other
nationally recognized alternative dispute resolution organization.


 


(B) Unless the arbitrator has a dispositive motion under advisement or unforeseeable and unavoidable conflicts arise (as determined
by the arbitrator), all arbitration hearings shall commence within ninety (90) days of the appointment of the arbitrator, and under
any circumstances the award of the arbitrator shall be issued within one hundred twenty (120) days of the appointment of the arbitrator.


 


(C) A Party shall be entitled to take no more than two (2) fact depositions, one or both of which may be taken in accordance
with Fed. R. Civ. P. 30(b)(6), plus depositions of any experts designated by the other Party, each of seven (7) hours or less,
during pre-hearing discovery.


 


(D) There shall be no written discovery requests except a Party may serve document requests on the other Party not to exceed
twenty (20) in number, including subparts. The requests shall be served within forty-five (45) days of the appointment of the arbitrator
and shall be responded to within twenty-one (21) days of service.


 






    	 	14	 



     


    

 


(iv) If aggregate Claims exceed One Million Dollars ($1,000,000):


 


(A) The issues shall be heard and determined by one neutral arbitrator selected as above unless either Party requests that all
issues be heard and determined by three (3) neutral arbitrators. In that event, each Party shall select an arbitrator with experience
with commercial financial services disputes, and the two arbitrators shall select a third arbitrator, who shall have prior judicial
experience. If the arbitrators cannot agree, the third arbitrator shall be selected pursuant to the AAA “Arbitrator Select:
List and Appointment” process, to be initiated by Lender.


 


(B) Unless the arbitrator(s) have a dispositive motion under advisement or other good cause is shown (as determined by the arbitrator(s)),
all arbitration hearings shall commence within one hundred twenty (120) days of the appointment of the arbitrator(s), and under
any circumstances the award of the arbitrator(s) shall be issued within one hundred eighty (180) days of the appointment of the
arbitrator(s).


 


(C) A Party shall be entitled to take no more than five (5) fact depositions, one or more of which may be taken in accordance
with Fed. R. Civ. P. 30(b)(6), plus depositions of any experts designated by the other Party, each of seven (7) hours or less,
during pre-hearing discovery.


 


(D) There shall be no written discovery requests except a Party may serve document requests on the other Party not to exceed
thirty (30) in number, including subparts. The requests shall be served within forty-five (45) days of the appointment of the arbitrator(s)
and shall be responded to within twenty-one (21) days of service.


 


(v) Where a Party intends to rely upon the testimony of an expert on an issue for which the Party bears the burden of proof,
the expert(s) must be disclosed within thirty (30) days following the appointment of the arbitrator(s), including a written report
in accordance with Fed. R. Civ. P. 26(a)(2)(B). The arbitrator(s) shall exclude any expert not disclosed strictly in accordance
herewith. The other Party shall have the right within thirty (30) days thereafter to take the deposition of the expert(s) (upon
payment of the expert’s reasonable fees for the in-deposition time), and to identify rebuttal expert(s), including a written
report in accordance with Fed. R. Civ. P. 26(a)(2)(B).


 






    	 	15	 



     


    

 


(vi) The arbitrator(s) shall consider and rule on motions by the Parties to dismiss for failure to state a claim; to compel;
and for summary judgment, in a manner substantively consistent with the corresponding Federal Rules of Civil Procedure. The arbitrator(s)
shall enforce the “Apex” doctrine with regard to requested depositions of high-ranking executives of both Parties.
The arbitrator(s) shall exclude any Claim not asserted within thirty (30) days following the demand for arbitration. This shall
not prevent a Party from revising the calculation of damages on any existing theory. All discovery shall close at least one (1)
week before any scheduled hearing date, and all hearing exhibits shall have been exchanged by the same deadline or they shall not
be given weight by the arbitrator(s).


 


(vii) The arbitrator(s) will give effect to applicable statutes of limitations in determining any Claim and shall dismiss the
Claim if it is barred by the statutes of limitations. For purposes of the application of any statutes of limitations, the service
of a written demand for arbitration or counterclaim pursuant to the notice section of this Guaranty is the equivalent of the filing
of a lawsuit. At the request of any Party made at any time, including at confirmation of an award, the resolution of a statutes
of limitations defense to any Claim shall be decided de novo by a court of competent jurisdiction rather than by the arbitrator(s).
Otherwise, any dispute concerning these Arbitration Provisions or whether a Claim is arbitrable shall be determined by the arbitrator(s),
except as otherwise set forth in this Dispute Resolution Provision.


 


(viii) The arbitrator(s) shall have the power to award legal fees and costs relating to the arbitration proceeding and any related
litigation or arbitration, pursuant to the terms of this Guaranty. The arbitrator(s) shall provide a written statement of reasons
for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and have judgment entered
and enforced.


 


(ix) The filing of a court action is not intended to constitute a waiver of the right of any Party, including the suing Party,
thereafter to require submittal of the Claims to arbitration.


 


(x) The arbitration proceedings shall be private. All documents, transcripts, and filings received by any Party shall not be
disclosed by the recipient to any third parties other than attorneys, accountants, auditors, and financial advisors acting in the
course of their representation, or as otherwise ordered by a court of competent jurisdiction. Any award also shall be kept confidential,
although this specific requirement shall be void once the award must be submitted to a court for enforcement. The Parties agree
that injunctive relief, including a temporary restraining order, from a trial court is the appropriate relief for breach of this
Subsection, and they waive any security or the posting of a bond as a requirement for obtaining such relief.


 


(d) Self-Help. This Dispute Resolution Provision does not limit the right of any Party to: (i) exercise self-help remedies,
such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral;
(iii) exercise any judicial or power of sale rights; or (iv) act in a court of law to obtain an interim remedy, such as but not
limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies.


 






    	 	16	 



     


    

 


(e) Class Action Waiver. Any arbitration or court trial (whether before a judge or jury or pursuant to judicial reference)
of any Claim will take place on an individual basis without resort to any form of class or representative action (the “Class
Action Waiver”). THE CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS
OR REPRESENTATIVE ACTION REGARDING A CLAIM. Regardless of anything else in this Dispute Resolution Provision, the validity and
effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator. The Parties to this Guaranty
acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between the Parties and is
nonseverable from the agreement to arbitrate Claims. If the Class Action Waiver is limited, voided, or found unenforceable, then
the Parties’ agreement to arbitrate shall be null and void with respect to such proceeding, subject to the right to appeal
the limitation or invalidation of the Class Action Waiver. THE PARTIES ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL A
CLASS ACTION BE ARBITRATED.


 


(f) Jury Waiver. By agreeing to judicial reference or binding arbitration, the Parties irrevocably and voluntarily waive
any right they may have to a trial by jury as permitted by Law in respect of any Claim. Furthermore, without intending in any way
to limit the provisions hereof, to the extent any Claim is not submitted to judicial reference or arbitration, the Parties irrevocably
and voluntarily waive any right they may have to a trial by jury to the extent permitted by Law in respect of such Claim. This
waiver of jury trial shall remain in effect even if the Class Action Waiver is limited, voided, or found unenforceable. WHETHER
THE CLAIM IS DECIDED BY JUDICIAL REFERENCE, BY ARBITRATION, OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THE EFFECT
OF THIS DISPUTE RESOLUTION PROVISION IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW. EACH
PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) ACKNOWLEDGES THAT IT AND
THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER DOCUMENTS CONTEMPLATED HEREBY BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION, AND (iii) CERTIFIES THAT THIS WAIVER IS KNOWINGLY, WILLINGLY, AND
VOLUNTARILY MADE.


 


(g) Real Property Secured Claim. Notwithstanding any provision in this Guaranty or any other Loan Document to the contrary,
in no event shall the Arbitration Provisions apply to any Claim if the Claim, at the time of the proposed submission to arbitration,
arises from or relates to an obligation to Lender secured by real property. In this case, Lender and all of the parties to this
Guaranty, in their sole and absolute discretion, must consent to submission of the Claim to arbitration.


 


Section 22. Separate Indemnity.


 


Guarantor acknowledges
and agrees that Lender’s rights (and Guarantor’s obligations) under this Guaranty shall be in addition to all of Lender’s
rights (and all of Guarantor’s obligations) under any indemnity agreement or other guaranty executed and delivered to Lender
by Borrower and/or any Guarantor and any payments made under this Guaranty shall not reduce any obligations and liabilities under
any such indemnity agreement or other guaranty.


 






    	 	17	 



     


    

 


Section 23. Credit Verification.


 


Each legal entity and
individual obligated on this Guaranty, whether as a Guarantor, a general partner of a Guarantor or in any other capacity, hereby
authorizes Lender to check any credit references, verify his/her employment and obtain credit reports from credit reporting agencies
of Lender’s choice in connection with any monitoring, collection or future transaction concerning the Indebtedness, including
any modification, extension or renewal of the Loan. Also in connection with any such monitoring, collection or future transaction,
Lender is hereby authorized to check credit references, verify employment and obtain a third party credit report for the spouse
of any married person obligated on this Guaranty, if such person lives in a community property state.


 


Section 24. Reinstatement.


 


This Guaranty shall
continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any
of the obligations guaranteed hereby are rescinded or otherwise must be restored or returned by Lender (whether as a preference,
fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization
of Borrower, Guarantor or any other Person, or upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, Borrower, Guarantor or any other Person or for a substantial part of Borrower’s, Guarantor’s
or any of such other Person’s property, as the case may be, or otherwise, all as though such payment had not been made. Guarantor
further agrees that in the event any such payment is rescinded or must be restored or returned, all costs and expenses (including
reasonable legal fees and expenses) actually incurred by or on behalf of Lender in defending or enforcing such continuance or reinstatement,
as the case may be, shall constitute costs of enforcement, the payment of which is guaranteed by Guarantor pursuant to ‎Section
10 hereof.


  


 


[Signature on the Following Page]


 




    	 	18	 



     


    

 


IN WITNESS WHEREOF,
Guarantor has duly executed this Guaranty as of the date first written above.


 





	Address of Guarantor:	 	GUARANTOR:
	 	 	 
	
        c/o Lewis Management Corp.

        1156 N. Mountain Avenue

        Upland, California 91786

        Attn: David Linden

        Facsimile: (909) 946-7535
	 	/s/ Richard A. Lewis
	 	RICHARD A. LEWIS, individually and as Trustee of the Richard A. Lewis Revocable Trust u/d/t dated August 16, 2004, as amended
	 	 	 
	 	/s/ Robert E. Lewis
	 	ROBERT E. LEWIS, individually and as Trustee of the Robert E. Lewis Revocable Trust u/d/t dated August 17, 2004, as amended
	 	 	 	 
	 	 	Roger G. Lewis
	 	 	ROGER G. LEWIS, individually and as Trustee of the Roger G. Lewis Revocable Trust u/d/t dated August 20, 2004, as amended
	 	 	 	 
	 	 	/s/ Randall W. Lewis
	 	 	RANDALL W. LEWIS, individually and as Trustee of the Randall W. Lewis Revocable Trust u/d/t dated September 1, 2006, as amended







  


	 	 	LIMONEIRA COMPANY,
	 	 	a Delaware corporation 
	 	 	 	 
	 	 	By:	/s/ Mark Palamountain
	 	 	Name: 	Mark Palamountain
	 	 	Title:	Chief Financial Officer,
    Treasurer and Corporate Secretary




 


Address of Lender:


 





Bank of America, N.A.


520 Newport Center Drive, Suite 1100


Newport Beach, California 92660


Attn: Anne L. Pedron


Fax No.: (949) 287-0717  



 






    	 	S-1