Exhibit






Loan No.:


717610647






CANCELLATION AND TERMINATION
OF FUTURE ADVANCE PROMISSORY NOTED






THIS CANCELLATION AND TERMINATION OF FUTURE ADVANCE PROMISSORY NOTED (this "Agreement"), made and entered into effective the 23rd day of April, 2015 (the "Agreement Effective Date"), by and among 734 CITRUS HOLDINGS, LLC, a Florida limited liability company, 734 LMC GROVES, LLC, a Florida limited liability company, 734 CO-OP GROVES, LLC, a Florida limited liability company, 734 BLP GROVES, LLC, a Florida limited liability company, and 734 HARVEST, LLC, a Florida limited liability company,  being collectively referred to as the "Borrower" (and unless otherwise provided the term "Borrower" shall apply to each of said five limited liability companies both separately and collectively),jointly  and severally, all having an office and place of business at 10070 Daniels Interstate Court, Suite 100, Fort Myers, Florida 33913 and PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, a Delaware limited liability company, having an office and place of business at 801 Warrenville Road, Suite 150, Lisle, Illinois 60532-1357 (referred to herein as the "Lender").






WITNESSETH:


WHEREAS, Borrower executed in favor of Lender that certain Future Advance Promissory Note D in the face amount of up to Six Million and NO/100 Dollars ($6,000,000.00) dated March 26, 2013 ("Note D", and the loan evidenced thereby is known as Loan 717610647 and is referred to as "Loan D");


WHEREAS, in connection with certain changes, the Borrower and Lender have agreed to cancel and terminate Note D and the revolving loan evidenced thereby and also set forth in that certain Loan Agreement between said parties dated December 31, 2012 as amended by said parties in that certain First Amendment to Loan Agreement dated March 26, 2013 and by that Second Amendment  to  Loan  Agreement  dated  September 4,  2014  (collectively, the  "Loan Agreement").


NOW, THEREFORE,in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and Lender agree as set forth below:


1.             Recitals/Incorporation.      The  recitals  above  are  incorporated  herein  and  all capitalized terms herein shall have the meanings set forth herein, but if none is so set forth, they
shall  have  the  meanings   set  forth  for  same  in  the  Loan  Documents   referenced   in  the  Loan
Agreement.


2.          Cancellation    and   Termination.      On  or  before   the  Agreement    Effective   Date Borrower  agrees  to  and  shall  pay  to  Lender  all sums  due  under  Note  D to  bring  the  principal balance   and  outstanding    accrued   and  unpaid   interest   to  a  zero   balance   on  the  Agreement Effective  Date  and  simultaneously   therewith  Borrower  and  Lender  agree  that Note  Dis   hereby canceled   and  terminated    with   Borrower   having   no  further   right   to  advances   from   Lender thereunder   as  the  revolving   





credit  facility  evidenced   by  Note  D  and  as  set  forth  in the  Loan Agreement  provisions  as to Note  D and Loan D, are canceled,  terminated  and of no further  force and effect.


3.         Release   of  Defenses,   Counterclaims   and  Offsets.     Borrower   and  each  of  them hereby  agree  and  confirm   that,  as  of the  date  hereof,  neither  (i) Note  D,  (ii)  Loan  D,  (iii) the revolving   credit  facility  evidenced   by Note  D and  the  Loan  Agreement   provisions   concerning draws  and  advances  thereunder   and  (iv)  this  transaction,   is subject  to  any  defenses,  set-offs  or counterclaims  whatsoever,   and, any existing,  are hereby  waived.


4.          Governing    Law.      This   Agreement    shall   be   governed    by   and   construed    in accordance  with the laws  of the State  of Florida  (without  reference  to conflicts  or choice  of law principles).


5.          Successors    and  Assigns   Joint   and   Several   Liability.      The  provisions    of  this Agreement   shall  be  binding   upon   and  inure  to  the  benefit   of  the  parties   hereto   and  their respective  successors,  heirs,   assigns,  and legal representatives.


6.         Attorney's    Fees.    The  prevailing   party  in  any  litigation   brought  to  enforce  the provisions  of this Agreement   shall be entitled  to recover  from the other party  its reasonable  costs and expenses,  including  attorneys'   fees,  whether  at trial  or on appeal,  in mediation,  bankruptcy, insolvency  proceedings   or other proceedings.


7.          Counterparts.     This  Agreement   may  be executed  in any  number  of counterparts, all of which  taken  together   shall  constitute   one  and the  same  instrument   and  any  of the  parties hereto may execute  this Agreement   by signing  any such counterpart.


8.         JURY    TRIAL    WAIVER.        BORROWER     HEREBY     WAIVES,    TO   THE FULLEST   EXTENT   PERMITTED    BY  LAW,  THE  RIGHT  TO  TRIAL  BY  JURY  IN  ANY ACTION,   PROCEEDING    OR  COUNTERCLAIM    FILED  BY  EITHER   PARTY,   WHETHER IN  CONTRACT,   TORT   OR  OTHERWISE,    RELATING   DIRECTLY   OR  INDIRECTLY   TO NOTED,   LOAN  D, THE  LOAN  AGREEEMENT   PERTAINING   TO NOTED   AND LOAN D, THIS  AGREEMENT    AND   THIS   TRANSACTION    OR  ANY   ACTS   OR  OMISSIONS    OF LENDER  IN CONNECTION   THEREWITH.







IN WITNESS  WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered, as applicable, by their duly authorized officers as of the Agreement Effective Date first set forth above.


"BORROWER"


734 CITRUS HOLDINGS, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


As:   Chief Executive Officer of Alico, Inc., its Sole Member









"BORROWER"


734 LMC GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Manager









"BORROWER"


734 CO-OP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Manager









"BORROWER"


734 BLP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Manager









"BORROWER"


734 HARVEST, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Manager











"LENDER"


PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, a Delaware limited liability company


By:     /s/ William M. Lewis      
(Signed Name)


Its:   Vice President





STATE OF FLORIDA 
S.S.
COUNTY OF LEE


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson as the Chief Executive Officer of ALICO INC., the sole member of 734 CITRUS HOLDINGS, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or (  ) produced a driver's license issued by             , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 23rd day of April, 2015.




                            /s/ A. Denise Plair               
Signature of Notary Public)


                 A. Denise Plair               
(Printed Name of Notary Public)
                                   
My commission expires:     1-4-17        




[NOTARY SEAL]







STATE OF FLORIDA 
S.S.
COUNTY OF LEE


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson as manager of 734 LMC GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or (  ) produced a driver's license issued by             , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 23rd day of April, 2015.




                            /s/ A. Denise Plair               
Signature of Notary Public)


                 A. Denise Plair               
(Printed Name of Notary Public)
                                   
My commission expires:     1-4-17        




[NOTARY SEAL]







STATE OF FLORIDA 
S.S.
COUNTY OF LEE


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson as manager of 734 CO-OP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or (  ) produced a driver's license issued by             , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 23rd day of April, 2015.




                            /s/ A. Denise Plair               
Signature of Notary Public)


                 A. Denise Plair               
(Printed Name of Notary Public)
                                   
My commission expires:     1-4-17        




[NOTARY SEAL]







STATE OF FLORIDA 
S.S.
COUNTY OF LEE


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson as manager of 734 BLP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or (  ) produced a driver's license issued by             , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 23rd day of April, 2015.




                            /s/ A. Denise Plair               
Signature of Notary Public)


                 A. Denise Plair               
(Printed Name of Notary Public)
                                   
My commission expires:     1-4-17        




[NOTARY SEAL]





STATE OF FLORIDA 
S.S.
COUNTY OF LEE


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson as manager of 734 HARVEST, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or (  ) produced a driver's license issued by             , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 23rd day of April, 2015.




                            /s/ A. Denise Plair               
Signature of Notary Public)


                 A. Denise Plair               
(Printed Name of Notary Public)
                                   
My commission expires:     1-4-17        




[NOTARY SEAL]





STATE OF FLORIDA 
S.S.
COUNTY OF ORANGE


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared William M. Lewis the Vice President of PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, a Delaware limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or (  ) produced a driver's license issued by             , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 23rd day of April, 2015.




                            /s/ Charles E. Hurst       
Signature of Notary Public)


                 Charles E. Hurst            
(Printed Name of Notary Public)
                                   
My commission expires:     1-20-2019




[NOTARY SEAL]