Exhibit 10.2


 


  





LEASE AGREEMENT


 


1.Parties. THIS LEASE AGREEMENT (“Lease”) is made and entered into this 10th day of November, 2015 (the
“Effective Date”), by and between Limoneira Lewis Community Builders, LLC, a Delaware limited
liability company (“Landlord”), and Limoneira Company, a Delaware corporation
(“Tenant”) (collectively, the “Parties,” or individually, a
“Party”).


 


2.Recitals.


 


2.1Concurrently with
the execution and delivery of this Lease, Tenant (or an Affiliate of Tenant) conveyed to Landlord the East Area 1 Real Property
(inclusive of the Fire Station Lot) and the Mendez Real Property pursuant to that certain Contribution Agreement dated September
4, 2015 between Limoneira and Lewis (the “Contribution Agreement”). Capitalized terms not defined herein shall
have the meanings ascribed to them in the Contribution Agreement.


 


2.2The East Area 1
Real Property includes the Retained Property as to which Landlord acquired only bare legal title, with Limoneira retaining both
equitable title and the right to beneficial use. The East Area 1 Real Property, exclusive of the Retained Property, and the
Mendez Real Property are collectively referred to in the Contribution Agreement as the “Project real Property” and
referred to herein as the “Landlord’s Real Property” which property is identified on the map attached
hereto as Exhibit “A”.


 


2.3Landlord intends
to develop Landlord’s Real Property as a phased master-planned residential community in accordance with Project Entitlements
as generally shown in Exhibit “B” attached hereto (the “Project”). The phases of the Project
are referred to herein collectively as the “Stages” and each individually as a “Stage”.


 


2.4For a number of
years Tenant and its predecessors conducted agricultural operations, including growing lemons, avocados, and other crops, on Landlord’s
Real Property. In addition to the agriculture operations, Tenant has also been conducting a grading operation (the “Grading
Operation”) on that certain portion of Landlord’s Real Property identified on Exhibit “B” (the
“Grading Area”) pursuant to that certain Agreement captioned “Rough Grading Contract” (the “Grading
Contract”) dated November 7, 2013 by and between Limoneira EA1 Management LLC and MRC Rock & Sand LLC (the “Grading
Contractor”), a copy of which is attached as Exhibit “D”. There are also existing improvements
to the Landlord’s Real Property including certain houses (the “Houses”) and interim soccer fields as described
in the Soccer Fields Lease (the “Interim Soccer Fields”). Tenant now desires to lease Landlord’s Real
Property from Landlord and Landlord desires to lease Landlord’s Real Property to Tenant, upon and subject to the terms and
conditions hereinafter set forth, so that Tenant may continue its agricultural operations, the Grading Operations, and use of the
Houses and Interim Soccer Fields (collectively the “Permitted Uses”) until Landlord terminates the Lease in
accordance with Sections 3.2 and 4.1 below.


 


3.Lease of
Premises.


 


3.1Premises Leased.
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord Landlord’s Real Property (the “Premises”)
to continue its agricultural operations and those other existing Permitted Uses, which shall be conducted in accordance with the
same standards of care and quality as Tenant has utilized during it agricultural operations and such other existing uses prior
to this Lease and is subject to the terms and conditions set forth herein including those limitations on use set forth in Section
6 below. For avoidance of doubt, the Premises includes the Houses and the Interim Soccer Fields. The parties hereby acknowledge
since Limoneira retained equitable title to, and the exclusive beneficial use of, the Retained Property, the Retained Property
is not included in the Premises.


 






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3.2Leasing Stages.
Landlord shall provide Tenant with a minimum of one hundred eighty (180) days prior written notice before the commencement of
the grading of each Stage (a “Stage Termination Notice”) and upon receipt of each Stage Termination Notice,
the Term of the Lease shall expire as to that Stage and Tenant shall vacate and surrender that Stage to Landlord in accordance
with Section 10 below. Landlord hereby agrees, as each Stage is surrendered and continuing until the expiration or earlier
termination of the Term as to the final Stage, it will continue to provide reasonable access (i) to all of the remainder of the
Premises, and (ii) to the water system which serves the agricultural operations including the on-site recycling, collection basins
and pumps (collectively the “Water System”). Subject to Landlord’s relocation of water transmission piping
at its cost so as to not interfere with the development of each Stage, the Water System existing on the Effective Date shall remain
available to Tenant during the Term as reasonably necessary to conduct its agricultural operations on, and other uses of, the
Premises but all costs to operate and maintain the Water System (except the aforementioned relocation costs) shall be the sole
cost and expense of Tenant.


 


3.3Landlord Disclaimer 


. Landlord makes no representations or
warranties to Tenant concerning the physical condition or repair of the Landlord’s Real Property, the Houses, the Interim
Soccer Fields, the Water System, or any improvements located on the Landlord’s Real Property and disclaims all representations
and warranties of any kind concerning the Premises, including merchantability and fitness for any purpose or intended use.


 


4.Term.


 


4.1The term of this
Lease (the “Term”) shall commence on the Effective Date (the “Commencement Date”), and
shall expire as to each Stage as set forth in Section 3 above and expire as to any portion of the Premises not previously the subject
of a Stage Termination Notice on the earlier of (i) one hundred eighty (180) days after the delivery by Landlord of a final
Stage Termination Notice covering all of the Premises for which the Term was not previously terminated under Section 3 above, or
(ii) five (5) years after the Effective Date. Notwithstanding the foregoing to the contrary:


 


4.1.1Upon not less
than forty-five (45) days’ written notice from Landlord to Tenant (“Landlord’s Modification Notice”),
Landlord may, in Landlord’s sole and absolute discretion, modify the location, size, configuration and/or expiration date(s)
with respect to any Stage or Stages or any portion or portions thereof, create new stages or consolidate any Stages. Landlord’s
Modification Notice shall set forth in reasonable detail the modifications made by Landlord and the Stage or Stages, or portions
thereof, to which such modifications apply; and


 






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4.1.2Following
written request by Tenant (the “Tenant’s Request Notice”), Landlord may, in Landlord’s
sole and absolute discretion, elect to extend the expiration date of any Stage or Stages or any portion or portions thereof as
provided herein below. Tenant’s Request Notice shall identify the Stage or Stages or the applicable portion or portions thereof
as to which Tenant desires the lease to continue beyond the scheduled expiration of the Term applicable thereto and the length
of the requested extension period, and shall be delivered to Landlord, if at all, not less than ninety (90) days prior to
the earliest then scheduled expiration date with respect thereto. In the event Landlord, in Landlord’s sole and absolute
discretion, elects to extend the expiration date with respect to all or any portion of the Premises identified in the Tenant’s
Request Notice, Landlord shall deliver written notice to Tenant (the “Landlord’s Extension Notice”) of
such election within thirty (30) days of Landlord receipt of the Tenant’s Request Notice; if Landlord does not deliver
a Landlord’s Election Notice within the time set forth herein, Tenant’s Request Notice shall be deemed to have been
disapproved. Landlord’s Extension Notice shall identify the portion of the Premises identified in the Tenant’s Request
Notice that Tenant may continue to lease after the then scheduled expiration date and the revised expiration date therefore. Tenant’s
lease of such portion of the Premises identified in Landlord’s Extension Notice shall be in accordance with and subject to
terms and conditions of this Lease.


 


4.2Notwithstanding
the provisions of Section 4 or anything contained in this Lease to the contrary, Tenant may terminate this Lease with respect
to all or any portion of the Premises (including portions of various Stages) at any time and from time to time by delivering to
Landlord written notice of such termination. Said written notice shall identify the portion of the Premises as to which this Lease
is to be terminated and the effective date of such termination and shall be delivered to Landlord not less than thirty (30)
days prior to the proposed termination date.


 


5.Rent; Payments
to Landlord.


 


5.1Rent.
Tenant shall pay to Landlord as base rental for the Premises One Dollar ($1.00) per year (the “Base Rent”).
The Base Rent shall be due and payable annually in advance commencing on the Commencement Date and continuing thereafter on each
anniversary of the Commencement Date. All amounts required to be paid by Tenant hereunder, including, but not limited to, insurance
premiums, maintenance and repair costs, and utilities, shall be deemed to be rent for purposes of this Lease.


 


5.2Payments to
Landlord. Tenant shall pay any amount required to be paid by Tenant to Landlord in lawful money of the United States
on or before the day on which it is due under the terms of this Lease. Charges for any period during the Term that are for less
than one (1) full calendar month shall be prorated based upon the number of days of the calendar month involved; provided,
however, that the Base Rent shall not be prorated. Payment of such amounts shall be made to Landlord at its address stated herein
or to such other persons or at such other addresses as Landlord may from time to time designate in writing to Tenant.


 






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6.Use.
The Premises may be used for growing lemons, avocados, and any of those other crops listed on Exhibit “C” attached
hereto and for purposes ancillary thereto. Tenant may also use or sublease the Houses and the Interim Soccer Fields and continue
the Grading Operation; provided that (a) the Interim Soccer Fields may only be subleased to the City pursuant to a lease
agreement in substantially the same form as the Soccer Field Lease and Tenant won’t terminate said sublease, if any, without
the consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed, (b) all subleases of the Houses
shall be on Tenant’s standard form, and shall be terminable on thirty (30) days’ notice, and (c) the Grading Operations
may only be conducted in accordance with the terms of the Grading Contract and only within the Grading Area. The Grading Contract
shall not be modified or amended without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned
or delayed, except that Landlord may withhold its consent to any modification or amendment to the Grading Contract that would
lengthen the existing ninety (90) day termination right in its sole discretion. Provided that the Grading Contract has not been
previously terminated by Tenant, the Landlord may, on ninety (90) days prior written notice to Tenant at any time during the Term,
either (i) terminate such use or (ii) request that the Grading Contract be assigned to Landlord whereupon Tenant shall either
complete that assignment or terminate the Grading Contact prior to the expiration of that 90 day period. Tenant shall require
that the Grading Operations be conducted in accordance with all Applicable Laws. All insurance and indemnity provisions, if any,
under the Soccer Field sublease, if any, and under any subleases of the Houses, if any (all of which subleases the parties agree
will be on Tenant’s standard form), shall include Landlord as an additional indemnitee and additional insured party. Except
as to each Stage for which the Lease is terminated under Section 3 above, Tenant shall have access to and use of the Premises
twenty-four (24) hours per day, seven (7) days per week for the entire Term.


 


7.Maintenance;
Repairs; Ownership.


 


7.1Maintenance
and Repair. Subject to the provisions of Section 15 below, Tenant shall, at Tenant’s sole cost and expense,
and at all times, maintain the Premises in substantially the same good condition and repair as the Premises exist on the Commencement
Date, ordinary wear and tear and damage from the elements or casualty excepted; provided, however, that Tenant shall not be required
to make any capital expenditures except as Tenant deems necessary to maintain the Interim Soccer Fields, to maintain the Water
System for its use during the Term or as required by all applicable laws for the habitability of any of the Houses that Tenant
is using or subleasing for persons to reside in during the Term, and provided, further, that it is understood that Tenant will
be winding down its agricultural operations on the Premises and shall be free to do so. Without limiting the terms of this Section
7.1, Tenant shall maintain in good, safe and habitable condition, and in accordance with all applicable building codes and other
laws, any of the Houses that Tenant is using or subleasing for persons to reside in.


 


7.2Alterations.
Subject to Landlord’s prior written approval therefor, not to be unreasonably withheld, delayed, or conditioned, Tenant
shall have the right, at its sole cost and expense, to make reasonable alterations, additions and improvements to the Premises
during the Term that are necessary for the agricultural operations or the use of the Houses or the Interim Soccer Fields (collectively,
“Alterations”) and that do not materially or adversely affect the Project. For purposes of this Lease, activities
related to the conduct of Tenant’s agricultural operations on the Premises including planting, growing, picking and harvesting
of crops, and installation and modification of irrigation systems, shall not be deemed to be “Alterations” so long
as they are non-structural in nature. Any Alterations shall be performed in a workmanlike manner in accordance with all applicable
Laws with good and sufficient materials. Unless otherwise expressly required in writing by Landlord, at the time it approves the
Alterations, Tenant shall not be required to remove any Alterations.


 


7.3Payment for
Labor and Materials. Tenant shall pay when due all claims for labor or materials furnished or alleged to have been furnished
to or for Tenant at or for use on the Premises, which claims are or may be secured by any mechanics’ or materialmen’s
lien against the Premises or any interest therein. Tenant shall give Landlord not less than ten (10) days written notice
prior to the commencement of any Alterations work on the Premises and Landlord shall have the right to post notices of non-responsibility.
If Tenant shall contest the validity of any such lien, claim or demand then Tenant shall, at its sole expense, take the actions
set forth in Section 7.4 and defend and protect itself, Landlord and the Premises against the same and shall pay and satisfy any
such adverse judgment that may be rendered thereon before the enforcement thereof.


 






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7.4Notice of
Liens. If Tenant receives notice of any claim of lien filed against the Premises or of any action affecting the title
to such property as a result of work performed by or on behalf of Tenant, or related to any of the other Permitted Uses, Tenant
shall promptly give Landlord written notice thereof. If a lien is recorded against the Premises as a result of work performed
by or on behalf of Tenant, Tenant shall have thirty (30) days following the date of recordation of such lien in which to
cause the lien to be removed or bonded pursuant to statute. If Tenant fails to remove such lien within such thirty (30) day
period, in addition to Landlord’s other rights and remedies, Landlord may (but shall not be so required to) pay the claim.
The amount so paid, together with interest at the rate set forth in Section 19 and reasonable attorneys’ fees, costs
and expenses incurred in connection therewith, shall be due and owing from Tenant to Landlord within thirty (30) days after
receipt of invoice and substantiating documentation.


 


8.Compliance
with Law. During the Term, Tenant shall, at its sole cost and expense, comply with all local, state and federal ordinances,
statutes, laws, regulations, orders and other requirements (“Law”) now in force and which may hereafter be
enacted with respect to Tenant’s use of the Premises, including in connection with its agricultural business, the Grading
Operations, use of the Interim Soccer Fields, or its use of the Water System or the Houses, or with respect to any Alterations
made by or for Tenant on the Premises. Tenant shall not be required to remediate any Hazardous Materials that are situated on
the Premises on the Commencement Date (except to the extent, if any, required by the Contribution Agreement), or which may migrate
onto or under the Premises during the Term from sources other than Tenant and Tenant shall not use or release any Hazardous Materials
on the Premises except for its use of those Hazardous Materials listed in Schedule 8 attached hereto in a manner that
is customary in connection with its agricultural operations, provided such use shall be in strict accordance with all Environmental
Laws and at levels and concentrations that do not exceed the levels set forth on Schedule 8.


 


9.Removal of
Improvements and Personal Property Located on Premises. Upon expiration or earlier termination of this Lease with respect
to the Premises or any portion or Stage thereof Tenant shall have the right, but not the obligation (except as otherwise provided
in Section 7.2 above), to remove any personal property owned by it or any Alterations from the Premises, and ownership of
any Alterations or personal property that is not so removed shall automatically pass to Landlord. Notwithstanding anything to
the contrary in this Section 9, any personal property that contains Hazardous Materials shall be removed by Tenant at its sole
cost from each Stage prior to the expiration date for each Stage.


 


10.Surrender
of Premises. Upon expiration or earlier termination of the Term with respect to the Premises or any portion or Stage
thereof, Tenant shall vacate and surrender possession thereof, including the Houses and the Interim Soccer Fields located therein,
if any, in its then present as-is condition, subject to Tenant’s right set forth in Section 7.2 to remove Alterations
and personal property. As part of its surrender of the Premises, Tenant shall remove all residents or trespassers that were living
on any of the Houses located within that Stage of the Premises for which the term has expired or been terminated at its sole cost
and expense.


 






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11.Insurance.


 


11.1Liability
Insurance.


 


11.1.1Carried
by Tenant. Tenant shall obtain and keep in force during the Term the insurance set forth on Schedule 11.1.1 attached
hereto. The Commercial General Liability policy of insurance shall protect Tenant against claims for bodily injury, personal injury
and property damage based upon, involving or arising out of the use, occupancy or maintenance of the Premises. Such insurance
shall be on an occurrence basis providing single limit coverage in an amount not less than One Million Dollars ($1,000,000)
per occurrence and Three Million Dollars ($3,000,000) in the aggregate with an “Additional Insured-Managers or Landlords
of Premises” Endorsement. The commercial general liability policy shall include coverage for liability assumed under this
Lease as an “insured contract” for the performance of Tenant’s indemnity obligations under this Lease. All insurance
to be carried by Tenant shall be primary to and not contributory with any similar insurance carried by Landlord, whose insurance
shall be considered excess insurance only. Landlord and Landlord’s lender, if any, shall be named as additional insureds
in the policies required in this Section 11.1.1.


 


11.1.2Carried
by Landlord. Except as otherwise provided in the Company LLC Agreement, Landlord may maintain any liability insurance
or no liability insurance as Landlord may elect in its sole discretion.


 


11.2Insurance
Policies. Insurance required hereunder shall be in companies duly licensed to transact business in California, and maintaining
during the policy term a General Policyholders Rating of at least A-VII, as set forth in the most current issue of “Best’s
Insurance Guide.” Tenant shall not do or permit anything to be done that will invalidate the insurance policies referred
to in this Section 11. Tenant shall cause to be delivered to Landlord certificates evidencing the existence and amounts of
such insurance with the insureds and loss payable clauses as required by this Lease. Such policy shall include a provision that
the issuer thereof shall endeavor to give Landlord at least ten (10) days’ prior written notice of any cancellation of such
policy. If Tenant shall fail to procure and maintain the insurance required to be carried by the Insuring Party under this Section 11,
Landlord may, but shall not be required to, procure and maintain the same, at Tenant’s expense, which amount shall be payable
by Tenant to Landlord within thirty (30) days after demand.


 


12.Real Property
Taxes .


 


12.1Payment of
Taxes. Landlord shall pay all Real Property Taxes, as defined in Section 12.2, applicable to the Premises during
the entire Term of this Lease.


 


12.2Definition
of Real Property Taxes. The term “Real Property Taxes” means any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax
(other than inheritance, personal income or estate taxes) imposed upon the Premises by any authority having the direct or indirect
power to tax, including any city, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or
other improvement district thereof, levied against any legal or equitable interest of Landlord in the Premises or in the Landlord’s
Real Property, Landlord’s right to rent or other income therefrom, and/or Landlord’s business of leasing the Premises.


 






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13.Personal
Property Taxes. Tenant shall pay prior to delinquency all taxes assessed against and levied upon Tenant’s personal
property on the Premises. When possible, Tenant shall cause Tenant’s personal property to be assessed and billed separately
from the Landlord’s Real Property. If any of Tenant’s personal property shall be assessed with the Landlord’s
Real Property, Tenant shall pay Landlord the taxes attributable to Tenant within ten (10) days after receipt of a written
statement setting forth in particularity the taxes applicable to Tenant’s personal property.


 


14.Utilities
and Water. Tenant shall obtain and pay directly to the provider thereof, at Tenant’s sole cost during the Term,
all sewer, electrical, water, telephone, and other utilities supplied to the Premises. Tenant shall pay for its trash disposal
with respect to the Premises.


 


15.Damage and
Destruction. In the event of damage or destruction to all or any portion of the Premises, whether or not such damage
is material, and whether or not such damage is insured, neither Landlord nor Tenant shall have any obligation to repair or restore
such affected portion of the Premises; provided, however, Landlord and Tenant shall each have the right to make such repairs as
they deem necessary or desirable. This Section shall not apply to (a) damage resulting from any breach of this Lease by Tenant,
from any violation by, or with the permission of, Tenant of any of the Environmental Laws or any damage caused by the gross negligence
or willful misconduct of Tenant (other than damage to, or destruction of, the Houses, as which Tenant shall have no repair or
restoration obligation), or (b) damage resulting from a breach of this Lease by Landlord, from any violation by, or with
the permission of, Landlord of any Environmental Laws or any damage caused by the gross negligence or willful misconduct of Landlord.


 


16.Default;
Breach; Remedies.


 


16.1Default;
Breach. A “Default” means a failure by Tenant to observe, comply with or perform any of the terms,
covenants, conditions or rules applicable to Tenant under this Lease. A “Breach” means the occurrence of any
one or more of the following Defaults, and, where a grace period for cure after notice is specified herein, the failure by Tenant
to cure such Default prior to the expiration of the applicable grace period:


 


16.1.1The failure
by Tenant to make any monetary payment required to be made by Tenant hereunder, where such failure continues for a period of five (5)
days following written notice thereof.


 


16.1.2Except as
provided in Section 24 below, a Default by Tenant other than a Default described in Section 16.1.1 above, where such Default
continues for a period of thirty (30) days after written notice thereof by or on behalf of Landlord to Tenant; provided, however,
that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure,
then it shall not be deemed to be a Breach of this Lease by Tenant if Tenant commences such cure within said thirty (30) day
period and thereafter diligently prosecutes such cure to completion.


 


16.1.3The occurrence
of any of the following events: (i) The making by Tenant of any general arrangement or assignment for the benefit of creditors;
(ii) Tenant’s becoming a “debtor” as defined in 11 U.S.C. §101 or any successor statute thereto
(unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (iii) the appointment
of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s
interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution
or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in
this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision
of this Section 16.1.3 is contrary to any applicable Law, such provision shall be of no force or effect, and not affect the
validity of the remaining provisions.


 






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16.2Remedies.
If there exists a non-monetary Breach, Landlord may at its option (but without obligation to do so), cure such Breach on Tenant’s
behalf. The reasonable third-party out-of-pocket costs of any such performance by Landlord shall be due and payable by Tenant
to Landlord within thirty (30) days after receipt by Tenant of an invoice therefor, together with documentation supporting
the amount thereunder reasonably satisfactory to Tenant and such amount shall accrue interest at ten percent (10%) per annum compounded
monthly until paid. In the event of a Breach, with or without further notice or demand, and without limiting Landlord in the exercise
of any right or remedy that Landlord may have by reason of such Breach, Landlord may do any of the following:


 


16.2.1Terminate
Tenant’s right to possession of the Premises by any lawful means, in which case this Lease and the Term shall terminate and
Tenant shall immediately vacate and surrender possession of the Premises to Landlord. In such event Landlord shall be obligated
to mitigate its damages, and shall be entitled to recover from Tenant such sums as are permitted by applicable Law.


 


16.2.2Pursue any
other remedy now or hereafter available to Landlord at law or in equity.


 


16.3Breach by
Landlord. Landlord shall not be deemed in breach or default of this Lease unless Landlord has received notice from Tenant
of such breach or default and Landlord fails to cure such breach or default within a reasonable time thereafter. For purposes
of this Section 16.3, except in the case of emergencies, a reasonable time shall be deemed to be thirty (30) days after
receipt by Landlord of written notice specifying the obligation of Landlord that has not been performed; provided, however, that
if the nature of Landlord’s breach or default is such that more than thirty (30) days are reasonably required for its
cure, then it shall not be deemed to be a breach or default of this Lease by Landlord if Landlord commences such cure within said
thirty (30) day period and thereafter diligently prosecutes such cure to completion.


 


17.Subordination
and Non-Disturbance.


 


17.1Tenant shall,
within fifteen (15) Business Days after written request by Landlord, execute all documents reasonably required by a Mortgagee to
subordinate its rights under this Lease to the lien of any mortgage, under a deed of trust, or other lien now or hereafter placed
on the Premises, and to any renewals, modifications, refinancings and extensions thereof (collectively “Mortgage”
and the party having the benefit of a Mortgage being referred to as a “Mortgagee”); provided, however, that
Tenant shall not be required to subordinate its rights under this Lease, unless Landlord delivers to Tenant, a recordable, commercially
reasonable form of non-disturbance agreement executed by the Mortgagee, which in all events shall include provisions to the effect
that (i) so long as there is not a continuing Breach under this Lease, Tenant’s rights to possession and the other terms
of this Lease shall be undisturbed and remain in full force and effect (ii) Tenant shall not be named as a defendant in any
foreclosure action or proceeding that may be instituted by the Mortgagee; (iii) if the Mortgagee or other purchaser acquires
title to the Premises through foreclosure or otherwise, this Lease shall continue in full force and effect as a direct lease between
Tenant and the purchaser, and the purchaser shall assume and perform all of the terms and covenants of this Lease for the period
from and after the date it acquires title; and (iv) such other customary and commercially reasonable covenants requested by
Tenant.


 






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17.2Attornment
by Tenant. If the Mortgage or other purchaser acquires title to the Premises through foreclosure, deed in lieu of foreclosure,
or otherwise, Tenant shall attorn to the purchaser or transferee upon any such foreclosure or other transfer and recognize such
Mortgagee or other purchaser as Landlord under this Lease.


 


17.3Estoppel
Certificate. Each Party (as “Responding Party”) shall, within ten (10) days after written
notice from the other Party (the “Requesting Party”), execute and deliver to the Requesting Party a commercially
reasonable estoppel certificate in favor of those third parties as are reasonably requested by the Requesting Party. Such certificate
shall provide for the other Party to certify this Lease is unmodified and in full force and effect (or if there have been modifications,
the same is in full force and effect as so modified), whether to the Requesting Party’s actual knowledge Landlord or Tenant,
as the case may be, is in default or breach hereunder, and such other factual matters reasonably requested by the Requesting Party
that cannot be determined by reviewing this Lease.


 


18.Severability.
The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.


 


19.Interest
on Past-Due Obligations. Any monetary payment due Landlord hereunder and not received by Landlord within ten (10)
days following Tenant’s receipt of written notice of such delinquency shall bear interest from the eleventh (11th)
day after such notice at the rate of ten percent (10%) per annum, compounded monthly, but not exceeding the maximum rate allowed
by Law.


 


20.Time of
Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the
Parties under this Lease.


 


21.No Prior
or Other Agreements. This Lease contains all agreements between the Parties with respect to the occupancy of the Premises
by Tenant, all prior agreements among the Parties with respect to the subject matter of this Lease, whether oral or written, are
merged herein and shall be of no force or effect.


 


22.Notices.
Any notice, demand, request or communication required or permitted to be given by any provision of this Lease shall be in writing
and shall be delivered personally to the Party to whom the same is directed, sent by registered or certified mail, return receipt
requested, or sent by Federal Express or any other courier service guaranteeing overnight delivery, addressed to any Party at
the address appearing below such Party’s name on the signature page to this Lease or by electronic transmission to the electronic
mail address set below such Party’s name on the signature page to this Lease (followed by notice by mail sent in the manner
described above, or by Federal Express or other courier service), or to such other address as each Party may from time to time
specify by notice in accordance with this Section 22. Any such notice shall be deemed to have been delivered, given, and
received for all purposes as of the date so delivered, at the applicable address, provided that notices received on a day that
is not a business day, or after 5:00 p.m. (at the location to which delivery is to be made) on a business day shall be deemed
received on the next business day. The inability to deliver a notice because of a changed address of which no notice was given
or an inoperative facsimile number for which no notice was given of a substitute number, or any rejection or other refusal to
accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or
refusal to accept. Any notice to be given by any Party hereto may be given by legal counsel for such Party.


 






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23.Waivers.
One or more waivers by Landlord or Tenant of any breach or default of any term, covenant or condition contained in this Lease
shall not be a waiver of any subsequent breach or default of the same or any other term, covenant or condition.


 


24.Holdover.
If Tenant holds over on any Stage after the scheduled expiration date of such Stage (as the same may be extended pursuant to Section
4.1 above) or at the expiration of the Term, then notwithstanding the provisions of Section 16.1.2 above, Tenant shall be
in Breach (without any notice thereof or opportunity to cure).


 


25.Cumulative
Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with
all other remedies at law or in equity.


 


26.Binding
Effect; Choice of Law. This Lease shall be binding upon and inure to the benefit of the Parties, and their respective
legal representatives, successors, transferees and assigns and be governed by the laws of California.


 


27.Legal and
Other Costs. If any Party obtains a judgment against any other Party in connection with a dispute with regard to this
Lease Agreement, such Party shall be entitled to recover from the non-prevailing Party its court costs, costs of collection and
reasonable attorneys’ fees and disbursements incurred in connection therewith and in any appeal or enforcement proceeding
thereafter, in addition to all other recoverable costs. The provisions of this Section 27 shall survive any termination of
this Agreement.


 


28.Landlord’s
Access; Showing Premises. It is anticipated that during the Term, Landlord will be planning for the development of its
Project on the Landlord’s Real Property in accordance with Project Entitlements. Tenant hereby grants to Landlord and Landlord’s
agents, employees, contractors and consultants access to the Premises twenty-four (24) hours per day, seven (7) days
per week for the entire Term provided any such access other than during normal business hours shall be subject to a minimum of
twenty-four (24) hours prior written notice to Tenant. Any such access by Landlord shall be for the purpose of preparing
for development of the Project (which shall not be deemed to include any construction activities thereon) and such other purposes
as Landlord shall desire, including showing the same to prospective lenders or purchasers or to Landlord’s contractors,
architects or other agents in connection with Landlord’s proposed development of Landlord’s Real Property, providing
such activities of Landlord do not unreasonably interfere with the Tenant operations on the Premises. Landlord and Landlord’s
agents shall also have the right to enter the Premises at any time, in the case of an emergency.


 


29.Termination;
Merger. Unless specifically stated otherwise in writing by Landlord, the voluntary or other surrender of this Lease
by Tenant, the mutual termination or cancellation hereof, or a termination hereof by Tenant pursuant to Section 4.1 above or by
Landlord for Breach by Tenant, shall automatically terminate any sublease or lesser estate in the Premises.


 






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30.Consents.
Except as otherwise expressly provided in this Lease, wherever in this Lease the consent of a Party is required to an act by or
for the other Party, such consent shall not be unreasonably withheld, conditioned or delayed.


 


31.Quiet Possession.
Upon observance and performance of all of the covenants, conditions and provisions on Tenant’s part to be observed and performed
under this Lease, Tenant shall have quiet possession of the Premises for the entire Term hereof, subject to all of the provisions
of this Lease.


 


32.Performance
Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the
other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to
make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive
the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal
obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or
so much thereof as it was not legally required to pay under the provisions of this Lease, plus interest at the maximum rate allowable
by Law.


 


33.Authority.
If either Party hereto is a corporation, limited liability company or partnership, then such Party represents and warrants that
the person or persons executing this Lease on its behalf is duly authorized to execute and deliver this Lease and that this Lease
is binding upon the corporation, limited liability company or partnership.


 


34.Contingency.
This Lease is contingent upon occurrence of the Closing and shall be null and void and of no force and effect unless the Closing
occurs.


 


35.Exhibits.
The exhibits attached to this Lease are hereby incorporated herein by this reference.


 


36.Counterpart
Execution; Facsimile Signatures. This Lease may be executed in any number of counterparts, each of which may be executed
by less than all of the Parties, each of which shall be enforceable against the Parties actually executing such counterparts,
and all of which together shall constitute one and the same agreement. Executed copies of the signature pages of this Lease sent
by facsimile or transmitted electronically shall be treated as originals, fully binding and with full legal force and effect,
and the Parties waive any rights they may have to object to such treatment.


 


37.Amendments.
This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification.


 


38.Indemnification.


 


38.1Tenant Indemnity.
To the fullest extent permitted by Law, Tenant shall indemnify, defend and hold harmless Landlord and its agents, lenders, predecessors,
successors, Affiliates and their respective partners, employees, Affiliates and agents (collectively, the “Landlord Parties”)
from and against any and all losses, claims, demands, liabilities, actions, penalties, judgments, damages, costs and expenses,
including without limitation court costs and reasonable attorneys’ fees (individually, a “Claim” and
collectively, “Claims”) caused by, a Breach or Default or from the negligence or willful misconduct of Tenant
or any other “Tenant Parties” (as defined below) or from the acts or omissions of the Grading Contractor or otherwise
in connection with the Grading Contract. Notwithstanding the foregoing, Tenant shall not be obligated to indemnify Landlord for
any Claim to the extent such Claim is caused by, arises out of, or results from (i) the negligence or willful misconduct
of Landlord or any of the other Landlord Parties or (ii) a breach or default of this Lease by Landlord.


 






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38.2Landlord
Indemnity. To the fullest extent permitted by Law, Landlord shall indemnify, defend and hold harmless Tenant, and its
agents, lenders, predecessors, successors and Affiliates, and their respective partners, employees, Affiliates and agents (collectively,
the “Tenant Parties”) from and against any and all Claims caused by Landlord’s breach or default
of its obligations under this Lease or from the negligence or willful misconduct of Landlord or any Landlord Parties. Notwithstanding
the foregoing, Landlord shall not be required to indemnify Tenant against any Claim to the extent such Claim is caused by, arises
out of, or results from (i) the negligence or willful misconduct of Tenant or any other Tenant Parties, or (ii) a Breach
or Default of this Lease by Tenant.


 


38.3General.
This Section 38 is not intended and shall not relieve any insurance carrier of its obligations under policies covered or
required to be carried pursuant to the provisions of this Lease. The provisions of Section 38 shall survive the expiration
or sooner termination of this Lease with respect to any Stage as to any Claims occurring prior to such expiration or termination.


 


39.Transfers.
Tenant shall not, without the prior written consent of the Landlord which consent may be withheld by Landlord in Landlord’s
sole discretion, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this
Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder
by operation of law, or sublet the Premises or any part thereof, except as otherwise expressly provided herein with respect to
the Houses and the Soccer Fields.


 


40.Waiver of
Consequential Damages. Notwithstanding anything to the contrary contained in this Lease, neither Landlord nor
Tenant shall be liable under any circumstances for, and each hereby releases the other from all liability for, any form of special
or consequential damages however occurring, including, but not limited to, loss of profits, loss of business opportunity, loss
of goodwill or loss of use, except that this sentence shall not limit the indemnification obligations of either Party under this
Lease with respect to third-party claims.


 


[SIGNATURE PAGES BEGIN ON FOLLOWING]


 


 




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The parties hereto
have executed this Lease at the place and on the dates specified above their respective signatures.


  





	LANDLORD:	 	TENANT:
	 	 	 
	 	 	 
	Limoneira Lewis Community Builders, LLC,	 	Limoneira Company,
	a Delaware limited liability company	 	a Delaware corporation




 





	By:	Limoneira EA 1 Land, LLC,	 	By:	/s/ Joseph D. Rumley
	 	a Delaware limited liability company,	 	Name:  	Joseph D. Rumley
	 	its sole Member	 	Title:	Chief Financial Officer







 





	 	By:	Limoneira Company,	 	 
	 	 	a Delaware corporation,	 	Notice Address:
	 	 	its sole Member	 	 










 





	 	 	By:	/s/ Harold S. Edwards	 	1141 Cummings Road
	 	 	Name:  	Harold S. Edwards	 	Santa Paula, California 93068
	 	 	Its:	Chief Executive Officer	 	Attention:  Mr. Harold Edwards
	 	 	 	 	 	Email:  hedwards@limoneira.com







 





	Notice Address:
	 
	Limoneira Lewis Community Builders, LLC
	1156 N. Mountain Avenue
	Upland, California 91786
	Attention: John M. Goodman