Exhibit 10.1


 


FIRST AMENDMENT TO FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC


 


THIS FIRST AMENDMENT TO FIRST
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC ("Amendment"), is
entered into on October 25, 2022 (the "Effective Date"), by and between LEWIS SANTA PAULA MEMBER, LLC, a Delaware
limited liability company ("Lewis"), and LIMONEIRA EA1 LAND, LLC, a Delaware limited liability company ("Limoneira"),
as the members, and Lewis as the manager of Limoneira Lewis Community Builders, LLC, a Delaware limited liability company (the "Company").
Except where otherwise defined herein, the capitalized terms used in this Amendment have the respective meanings assigned to such terms
in the Agreement (as defined in Recital A below). This Amendment is entered into with reference to the following facts and circumstances:


 


RECITALS:


 


A.            The
Company is governed by that certain First Amended and Restated Limited Liability Company Agreement of Limoneira Lewis Community Builders,
LLC, entered into as of November 10, 2015 (the "Agreement").


 


B.            On
September 28, 2022, the Members formed LLCB II, LLC, a Delaware limited liability company ("LLCB II"), by the filing
of a Certificate of Formation with the Secretary of State of the State of Delaware. LLCB II is governed by that certain Limited Liability
Company Agreement of LLCB II, LLC, entered into on October 25, 2022 (the "LLCB II Agreement").


 


C.            LLCB
II has acquired certain real property previously owned by LIMCO (the "LLCB II Property").


 


D.            The
Members have agreed to revise the purpose of the Company to include the pursuit by the Company of the master entitlements described more
fully in this Amendment for both the Property and the LLCB II Property (collectively, the "Combined Property").


 


E.            The
Members have also agreed to revise the manner in which Net Cash Flow is distributed by the Company to the Members if either (i) LLCB
II is dissolved prior to the date (if any) that LLCB II obtains the Site Specific Entitlements (as such term is defined in the LLCB II
Agreement), or (ii) there is a Material Adverse Impact (as such term is defined in the LLCB II Agreement) after LLCB II obtains the
Site Specific Entitlements.


 


F.            The
Members now desire to enter into this Amendment (i) to revise the purpose of the Company to include the Company’s pursuit of
certain master entitlements described below for the Combined Property, and (ii) to revise the manner in which Net Cash Flow is distributed
to the Members.


 






     


     


    

 


NOW, THEREFORE, in consideration of the foregoing
Recitals, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree to amend the Agreement as follows:


 


AGREEMENT:


 


1.            Revision
to Company Purpose. The purpose of the Company is hereby revised to include the processing of the Master Entitlements on
a combined basis for the Combined Property. The term "Master Entitlements" means Final Approval (as defined below)
of (i) an amendment to that certain First Amended and Restated Development Agreement dated February 26, 2015, entered into
by and between LIMCO and the City as amended, allowing for a minimum of four hundred fifty (450) additional residential units to be
developed and constructed on the Combined Property, (ii) a Letter of Map Revision from the Federal Management Agency removing
the Combined Property from the Zone A99 designation on the Flood Insurance Map, (iii) the tentative tract map for the Property,
and (iv) any additional entitlements, certificates, permits and governmental agency approvals deemed necessary by the Manager
for the development of the Combined Property that is not site-specific to the LLCB II Property. The Company will also be responsible
for (A) processing the mass grading plan with the City for the Combined Property, (B) processing all offsite final
engineering plans for the Combined Property (including all sewer, storm drain and water plans) and all offsite dry utility designs
and work orders necessary to stub all utilities to the border of the Combined Property, and (C) grading the Combined Property
in accordance with the mass grading plan approved by the City. The term "Final Approval" means the last action by
the City of Santa Paula or other applicable agencies required for the Master Entitlements to be binding and enforceable, and the
expiration of all applicable administrative, judicial and electoral appeal periods to challenge the approval of the Master
Entitlements. If one (1) or more appeals or challenges to the Master Entitlements is filed, then Final Approval shall not be
deemed to have occurred unless and until all such appeal(s) and/or challenge(s) are withdrawn or resolved in a manner
acceptable to the Manager in its sole and absolute discretion.


 


2.            Revisions
to Net Cash Flow Distribution Provisions. New Section 4.4 is hereby added to the Agreement to provide as follows:


 


"4.4 Net Cash
Flow Override. Notwithstanding the terms of Section 4.1 or any other term of the Agreement, if either (i) LLCB II is
dissolved prior to the date (if any) that LLCB II obtains the Site Specific Entitlements, or (ii) there is a Material Adverse
Impact after LLCB II obtains the Site Specific Entitlements, then the first Four Million Dollars ($4,000,000) of Net Cash Flow that
is available for distribution to the Members shall be distributed to Lewis prior to any other distributions being made to the
Members under Section 4.1 (including, without limitation, any distribution that would otherwise be made under Section 4.1
as a result of the application of the provisions of Section 9.2(b)(ii) of the Agreement). The foregoing
distribution has been unanimously approved by the Executive Committee Representatives (and shall require no further approval from
the Executive Committee, Limoneira or any other party) and such distribution shall not reduce or modify any amounts that Lewis is
otherwise entitled to thereafter receive under Section 4.1 or any other provision of the Agreement. For the avoidance of any
doubt, the Members acknowledge that Lewis shall have the right to elect to dissolve LLCB II in accordance with the terms of the
LLCB II Agreement thereby triggering the application of the terms of this Section 4.4 without regard to any fiduciary or
other duties owed to Limoneira (other than the covenant of good faith and fair dealing)."


 






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3.            Miscellaneous


 


(a)            Further
Acts. Each party hereto agrees to perform any further acts, and to execute and deliver (with acknowledgment, verification,
and/or affidavit, if required) any further documents and instruments, as may be reasonably necessary or desirable to implement and/or
accomplish the provisions of this Amendment and the transactions contemplated herein.


 


(b)            Remainder
of the Agreement. Except as expressly modified hereby, all other terms and provisions of the Agreement shall remain in full
force and effect, are incorporated herein by this reference, and shall govern the conduct of the parties hereto, provided, however, to
the extent of any inconsistency between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment
shall control.


 


(c)            Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be deemed an original Amendment, but all of which, taken
together, shall constitute one (1) and the same Amendment, binding on the parties hereto. The signature of any party hereto to any
counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof. Facsimile, scanned, PDF and other
electronic signatures to this Amendment have the same effect as original signatures.


 


(d)            No
Third-Party Beneficiaries. This Amendment and the Agreement (as hereby amended) are solely for the benefit of the parties hereto,
and no other Person is entitled to rely upon or benefit from this Amendment and/or the Agreement (as hereby amended) or any term hereof
or thereof.


 


(e)            Preservation
of Intent. If any provision of this Amendment is determined by any court having jurisdiction to be illegal or in conflict with
any laws of any state or jurisdiction, then the parties hereto agree that such provision shall be modified to the extent legally possible
so that the intent of this Amendment may be legally carried out. If any provision contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any respect or for any reason, then the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being
intended that all of the parties' rights and privileges shall be enforceable to the fullest extent permitted by law, unless the enforcement
of any such provision under the circumstances would otherwise clearly frustrate the purpose and intent of this Amendment.


 






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(f)            Entire
Agreement. This Amendment and the Agreement (as hereby amended) together contain and constitute the entire agreement among the
parties hereto with respect to the subject matter hereof, and this Amendment and the Agreement (as hereby amended) may not be
modified, amended, or otherwise changed in any manner, except as provided in the Agreement (as hereby amended).


 


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IN WITNESS WHEREOF, the parties have executed this
Amendment effective as of the Effective Date.


 


	 	MEMBERS:
	 	 
	 	LEWIS SANTA PAULA MEMBER, LLC, a Delaware
    limited liability company
	 	 
	 	By: Lewis Management Corp., a Delaware
    corporation
	 	Its: Manager
	 	 
	 	By: 	/s/John M. Goodman
	 	 	John M. Goodman
	 	Its: Chief Executive Officer and Senior
	 	 	Executive Vice President
	 	 
	 	LIMONEIRA EA1 LAND, LLC a Delaware
    limited liability company
	 	 
	 	By: 	Limoneira Company,
	 	 	a Delaware corporation
	 	 	Its: Sole Member
	 	 
	 	 	By: 	/s/ Mark Palamountain
	 	 	Name: Mark Palamountain
	 	 	Title: Chief Financial Officer and Treasurer
	 	 
	 	MANAGER:
	 	 
	 	LEWIS SANTA PAULA MEMBER, LLC, a Delaware
    limited liability company
	 	 
	 	By: 	Lewis Management Corp., 

a Delaware corporation

 Its: Manager
	 	 
	 	 	By:	/s/John M. Goodman
	 	 	 	John M. Goodman
	 	 	 	Its: Chief Executive Officer and Senior
	 	 	 	Executive Vice President




 






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