The Prudential Insurance Company of America et al v. ACDF, LLC et al

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1 UNITED STATES DISTRICT COURT
2 EASTERN DISTRICT OF CALIFORNIA

THE PRUDENTIAL INSURANCE
4 || COMPANY OF AMERICA, et al.,

No. 1:24-cv-01102-KES-SAB
ORDER (1) AUTHORIZING SALE

5 Plaintiffs, OF REAL ESTATE FREE AND
CLEAR OF INTERESTS; (II)

6 v. AUTHORIZING THE PAYMENT OF
SALE-RELATED COSTS; AND (IID)

7 || ACDF, LLC; ASSEMI AND SONS, INC.; GRANTING RELATED RELIEF

AVILA RANCH EA, LLC; BEAR FLAG (SEBASTIAN)

FARMS, LLC; C & A FARMS, LLC;

9 || CANTUA ORCHARDS, LLC; DA REAL

ESTATE HOLDINGS, LLC; FAVIER

10 || RANCH, LLC; FG2 HOLDINGS LLC;

GRADON FARMS, LLC; GRANVILLE

11 ||] FARMS, LLC; GRANTLAND HOLDINGS

12 || NO. 1, LLC; GRANTLAND HOLDINGS NO.
2, LLC; GRANTOR REAL ESTATE

13 | INVESTMENTS, LLC; GVM

INVESTMENTS, LLC; GV AG, LLC;

14 || LINCOLN GRANTOR FARMS, LLC;

MARICOPA ORCHARDS, LLC; PANOCHE

15 || pISTACHIOS, LLC; SAGEBERRY FARMS,

LLC; DEREK BELL; and RACHEL MARIE

[Related to Dkt. No. 371]

4.4 44. 4 4 4 4 a ee ae a

16
WHITE,
17
Defendants.
18
19 Before the Honorable Kirk E. Sherriff, United States District Judge, is the Notice of

20 || Proposed Auction and Sale of Real Property (Sebastian) [Dkt. No. 371] (the “Sale Notice’’) filed
21 || by Lance Miller, solely in his capacity as Court-appointed receiver in the above-captioned case (the
22 || “Receiver’) for entry of an order (a) authorizing the Receiver to sell the Property! free and clear of
23 liens, claims, and encumbrances, other than easements, rights of way, and other encumbrances
24 |} running with the land, to the fullest extent permitted by law (collectively, the “Interests”) with such
25 || Interests attaching to the proceeds of the sale (“Sale Proceeds”) with the same force and in the same

26 || priority as existed immediately prior to the Closing Date; (b) authorizing the Receiver to pay,

27

28 || ' Capitalized terms used herein shall have the meanings ascribed in the Purchase and Sale
Agreement attached hereto as Exhibit A (the “PSA”)

AUTHENTICATED
U.S. GOVERNMENT |}
INFORMATION
GPO

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without further order of the Court, all sale-related costs and expenses, including break-up fees (if
applicable), commissions, and transaction fees (but excluding the Receiver’s attorneys’ fees); and
(c) granting related relief. The Sale Notice provided that any objections were due by January 26,
2026, and no objections were filed. The Court hereby finds that:2 (a) the marketing and sale of the
Property was held in accordance with the Order Establishing Marketing, Bid, and Auction
Procedures for Receivership Properties [Dkt. 204] (the “Bidding Procedures Order”); (b) it has
jurisdiction over the Property and the parties in this case, including exclusive jurisdiction over the
administration, control, and possession of the Property; (c) it has the statutory authority to enter this
Order, including pursuant to 28 U.S.C. § 2001 and Rule 55 of the Federal Rules of Civil Procedure;
and (d) due and proper notice of the Sale Notice was given and no other or further notice is
necessary. The Court further finds that:
A. This Order constitutes a final order. Notwithstanding Rule 54(b) of the Federal Rules
of Civil Procedures, the Court expressly finds that there is no just reason for delay in the
implementation of this Order.
B. The Court entered the Bidding Procedures Order on May 1, 2025, that, among other
things, established the procedures in connection with the marketing, auction, and sale of the Property
(the “Bidding Procedures”) and granted related relief.
C. As demonstrated by the testimony and other evidence submitted, including the
declarations submitted by Lance Miller and Cameron Kay, all aspects of the sale process, including
notice thereof, have been conducted in compliance with the Bidding Procedures and Bidding
Procedures Order.
D. In compliance with the Bidding Procedure Order, the Receiver published notice of the
proposed sale in the following publications: The Business Journal, Bakersfield Californian, Madera
Tribune, Merced Sun-Star, and the Visalia Times Delta, at least once weekly from approximately
June 4, 2025, through June 25, 2025. See Proof of Service by Publication [Dkt. No. 223].
2 The findings and conclusion set forth herein constitute this Court’s findings of fact and conclusions
of law pursuant to Rule 52 of the Federal Rules of Civil Procedure. To the extent a finding of fact
constitutes a conclusion of law, or a conclusion of law a finding of fact, they are adopted as such.

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E. The Receiver has demonstrated good, sufficient, and sound business purpose and
justifications for the sale and other transactions contemplated in the PSA, and such actions are an
appropriate exercise of the Receiver’s business judgment and in the best interest of the receivership
estate.
F. The Receiver conducted the marketing and auction process in accordance with the
order appointing the Receiver in this case (as amended, the “Receivership Order”), the Bidding
Procedures, and the Bidding Procedures Order. The marketing and auction process set forth in the
Bidding Procedures Order afforded a full, fair, and reasonable opportunity for any person or entity
to make a higher or otherwise better offer to purchase the Property, and Receiver afforded potential
purchasers a full and fair opportunity to make higher and better offers for the Property.
G. The Receiver conducted the sale process for the Property without engaging in any
collusion and in accordance with the Bidding Procedure and the Bidding Procedures Order.
Following the Bid Deadline, the Receiver determined in the sound exercise of his business
judgment, in consultation with Plaintiffs, that MUNGER ENTERPRISES, LP or its assignee
(“Buyer”) submitted the highest or otherwise best offer for the Property.
H. The Receiver and Buyer have acted at arm’s length and in good faith with respect to
the proposed sale, and the Purchase Price represents the highest or otherwise best offer for the
Property. The Receiver’s determination that the PSA executed by Buyer constitutes the highest and
best offer for the Property constitutes a valid and sound exercise of the Receiver’s business
judgment.
I. The purchase price for the Property constitutes (i) reasonably equivalent value under
the Uniform Fraudulent Transfer Act, (ii) fair consideration under the Uniform Fraudulent
Conveyance Act, and (iii) reasonably equivalent value, fair consideration, and fair value under any
other applicable laws of the United States, any state, territory or possession of the United States or
the District of Columbia.
J. Except as expressly set forth in the PSA, the Buyer shall have no liability,
responsibility, or obligations of any kind or nature whatsoever for any Interest of or against the

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Defendants, or otherwise related to the Property, by reason of the transfer of the Property to the
Buyer. The Buyer is not acquiring or assuming any Interest, except as expressly set forth in the
PSA.
K. Pursuant to this Order and the Receivership Order, the Receiver has full power and
authority to execute, deliver, and perform the obligations under the PSA and all other documents
and transactions contemplated thereby and no consents or approvals, other than those expressly
provided for herein or in the PSA, are required for the Receiver to consummate the sale transaction.
As of the Closing Date, the transfer of the Property to the Buyer will be a legal, valid, and effective
transfer thereof, and vests the Buyer with all right, title, and interest of the Defendants and the
Receiver in and to the Property free and clear of all Interests accruing or arising any time prior to
the Closing Date, except as expressly set forth in the PSA.
L. Sale of the Property other than free and clear of Interests, and without the protections
of this Order, would impact materially and adversely the value the Receiver would be able to obtain
for the Property. In addition, Plaintiffs have consented to the sale of the Property free and clear of
their respective Interests. Other holders of Interests, if any, who did not object, or who withdrew
their objections, to the Sale Notice are deemed to have consented. Therefore, approving of the PSA
and the consummation of the sale of the Property free and clear of Interests is appropriate under 28
U.S.C. § 2001, the Receivership Order and the interests of equity, and is in the best interests of the
Receivership estate, creditors, and other parties in interest.
M. Buyer is the designated Successful Bidder and the Buyer’s PSA is designated as the
Successful Bid in accordance with the Bidding Procedures.
N. The Receiver’s (i) publication of notice of the opportunity to purchase the Property,
the Bidding Procedures, and solicitation of bids for the Property as set forth above, (ii) solicitation
of bids for the Property through the Receiver’s and his professionals’ efforts to market the Property,
and (iii) proposed conduct of the Auction in Fresno, California, establish the Receiver’s satisfaction
of the public sale requirements in 28 U.S.C. §§ 2001 and 2002. To the extent the Receiver has not
fully satisfied the provisions of 28 U.S.C. §§ 2001 and 2002, he is excused from compliance for
cause shown.

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Accordingly, it is hereby:
ORDERED that the Receiver’s request to sell the Property is granted as set forth herein and
all objections to the Sale Notice, to the extent not resolved or withdrawn on the record, are overruled
on the merits. All persons and entities who received notice of the Sale Notice and/or the Sale Hearing
that failed to timely object thereto are deemed to have consented to the relief sought in the Motion
and set forth in this Order;
IT IS FURTHER ORDERED that the Sale Hearing, currently set for February 2, 2026, at
1:30 p.m., is vacated.
IT IS FURTHER ORDERED that the Receiver is authorized to enter into and consummate
the transactions set forth in the PSA with Buyer or its assignee as the Successful Bidder in
accordance with the Bidding Procedures Order. The Receiver is authorized to act on behalf of
Defendants in connection with the sale and conveyance of title to the Property to Buyer and no other
consents or approvals are necessary or required for the Receiver to carry out the sale and
conveyance. All persons and entities are hereby prohibited and enjoined from taking any action that
would adversely affect or interfere with the ability of the Receiver to sell and transfer the Property
in accordance with the terms of this Order or the PSA;
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property pursuant
to the terms of the PSA;
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property to Buyer
free and clear of Interests, with such Interests attaching to the Sale Proceeds with the same force
and in the same priority as existed immediately prior to the Closing Date;
IT IS FURTHER ORDERED that the Receiver is authorized to pay, without further Court
order, all sale-related costs and expenses, including closing costs, real estate taxes, title insurance,
prorations, recording fees, and commissions (but specifically excluding attorneys’ fees);
IT IS FURTHER ORDERED that the Receiver is authorized to pay, without further Court
order, the net proceeds of the sale to Plaintiffs in partial satisfaction of their liens;
IT IS FURTHER ORDERED that the Receiver is authorized to enter into any documents
reasonably necessary or desirable to implement the terms of this Order and effectuate the sale of the

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Property and to take all further actions as may reasonably be requested by Buyer for the purposes
of assigning, transferring, granting and conveying to the Buyer, as may be necessary or appropriate
to the performance of the Receiver’s obligations hereunder. The Receiver is also authorized to
execute any documents on behalf of the Defendants to the extent necessary to complete;
IT IS FURTHER ORDERED that Property shall be transferred on an “AS IS,” “WHERE,
IS,” and “WITH ALL FAULTS” basis. All sale documents shall provide language substantially
similar to the following: “Buyer acknowledges and agrees that Buyer is purchasing the Property
‘as-is’, ‘where-is’, and ‘with all faults’ as of the Closing Date, and Buyer further acknowledges and
agrees that Seller hereby expressly disclaims any and all implied warranties concerning the
condition, value and quality of the Property and any portions thereof, including, but not limited to,
the implied warranties of habitability, merchantability, or fitness for a particular purpose. Buyer
acknowledges that no warranty has arisen through trade, custom or course of dealing with Seller;”
IT IS FURTHER ORDERED that the holders of any Interests in the Property shall be
prohibited from pursuing or asserting such Interests against Buyer, any of its assets, property,
successors or assigns, or the Property;
IT IS FURTHER ORDERED that, except with prior leave of this Court, all persons or
entities with notice of this Order are prohibited from (a) commencing, prosecuting, continuing or
enforcing any action against the Receiver related to the Property or the Sale Proceeds (except that
such actions may be filed, but not prosecuted, to toll any statute of limitations), (b) taking any action
to interfere with the Receiver’s management, control or possession of the Property or the Sale
Proceeds, or (c) interfering in any manner with the exclusive jurisdiction of this Court over the
Property or the Sale Proceeds;
IT IS FURTHER ORDERED that, on and after the Closing Date, any persons holding an
Interest shall execute such documents and take all other actions as may be reasonably necessary to
further demonstrate the release of their respective Interests in the Property, as such Interests may
have been recorded or otherwise filed. Buyer may, but shall not be required to, file a certified copy
of this Sale Order in any filing or recording office in any federal, state, county or other territory or
jurisdiction in which Property is located, or with any other appropriate clerk or recorded with any

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other appropriate recorder, and such filing or recording shall be accepted and shall be sufficient to
release, discharge, and terminate any of the Interests as set forth in this Sale Order as of the Closing
Date. All persons and entities that are in possession or control of any portion of the Property on the
Closing Date shall promptly surrender possession and control thereof to the Buyer on, or as soon as
reasonably practicable after, the Closing Date;
IT IS FURTHER ORDERED that the Receiver shall serve a copy of this Order on all
parties known to have asserted an Interest in the Property. The Receiver is authorized to file a copy
of this Order in any court where an action is pending involving the Property;
IT IS FURTHER ORDERED that nothing contained herein shall prevent the Receiver
from seeking additional relief from this Court related to the PSA, the Property, or the Sale Proceeds;
IT IS FURTHER ORDERED that this Order and the terms and provisions of the PSA shall
be binding on Defendants, all of Defendants’ creditors (whether known or unknown), Buyer, and
their respective affiliates, successors and assigns, and any affected third parties, including, but not
limited to, all persons asserting any interest in the Property. The provisions of this Order and the
terms and provisions of the PSA, and any actions taken pursuant hereto or thereto, shall survive the
entry of any order for relief under title 11 of the United States Code, and shall be binding on
Defendants and their successors and assigns, including any debtor-in-possession or any trustee
appointed under title 11 of the United States Code, or similar custodian or fiduciary appointed over
Defendants or their assets;
IT IS FURTHER ORDERED that this Order shall be effective immediately upon entry;
and
IT IS FURTHER ORDERED that this Court shall retain exclusive jurisdiction over any
disputes arising from or related to the Property, the PSA, or the implementation or interpretation of
this Order.
IT IS SO ORDERED.
Dated: January 28, 2026
UNITED STATES DISTRICT JUDGE

EXHIBIT A

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20039.001/Sebastian PSA (EX)
PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) dated
November 25, 2025, to be effective on the date when all parties have executed it after entry of the
Sale Order (defined below), which date shall be noted on the signature page hereto (the “Effective
Date”), is made and entered into by and between (i) LANCE MILLER, solely in his capacity as court-
appointed receiver (the “Seller”) pursuant to the Order Expanding Receivership and for Preliminary Injunction
(as supplemented or amended, the “Receivership Order”) entered in the case styled The Prudential
Insurance Company of America and PGIM Real Estate Finance, LLC v. ACDF, LLC et. al., Case No. 1:24-
cv-01102-KES-SAB (the “Proceeding”) pending in the U.S. District Court for the Eastern District
of California (the “Court”) and MUNGER ENTERPRISES, LP, a California limited partnership (the
“Buyer”). 	For convenience, Buyer and Seller are sometimes referred to herein collectively as the
“Parties” and individually as a “Party.” This Agreement is made with respect to the following facts
and circumstances which the Parties affirm as true and accurate:
A. 	Seller, solely in his capacity as Court-appointed receiver, has the exclusive
possession and control of, and authority to sell (subject to entry of the Sale Order), that certain real
property consisting of approximately 159.02 assessed acres of land, as more particularly described on
Exhibit A attached hereto (collectively, the “Land”).
B. 	Buyer desires to purchase and Seller desires to sell the Land and other
components of the Property (defined below) on the terms and subject to the conditions herein set
forth.
C. 	The transactions contemplated by this Agreement are subject to the approval
of the Court and will be consummated only pursuant to (i) the marketing procedures order entered
by the Court at Dkt. No. 204 (the “Marketing Procedures Order”) and attached hereto as Exhibit
B and (ii) if Buyer is the Successful Bidder (as defined in the Marketing Procedures Order), an order
of the Court entered in the Proceeding authorizing the transactions contemplated herein in
substantially in the form attached hereto as Exhibit C (“Sale Order”).
NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby
covenant and agree as follows:
1. 	Purchase and Sale
1.1 	Purchase and Sale of Property. Subject to the terms and upon satisfaction or
proper waiver of the conditions set forth herein, Seller hereby agrees to sell and convey to Buyer, and
Buyer hereby agrees to purchase and acquire from Seller, the Property, which shall consist of the
following and, when used herein, the term “Property” shall mean and include collectively all of the
following solely to the extent it is Receivership Property (as defined in the Receivership Order):
(a) 	The Land;
Docusign Envelope ID: 9FD0BA69-B3AA-4AD1-A343-B5F73B400A9D

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20039.001/Sebastian PSA (EX)
(b) 	All structures, permanent plantings, trees, whether fructus naturales or
fructus industriales, whether mature or immature, together with all trellises, wires, endposts, and stakes
relating thereto, and other improvements located on the Land (collectively, the “Improvements”),
together with all fixtures located on or attached to the Land or attached to the Improvements which
are deemed real property under the law of the State of California (the “Fixtures”), including without
limitation all roads, paved areas, implement covers, fences, gates, cattle guards, and all improvements
and infrastructure; and all water tanks, wells, casings, pumps, gearheads, motors, engines, control
panels, fuel storage, all Seller-owned utility poles and transmission lines (if any), water and irrigation
system equipment and facilities, pivots, sprinklers, drip irrigation systems, hand lines, drainage system
equipment and facilities, irrigation motors, pipelines, pressure systems, lift pumps, siphons, filtration
equipment, water treatment equipment and apparatus, ditches, culverts, canals, ponds, all drainage
pipelines, settlement and/or detention/retention ponds, lagoons, leech systems, borrow pits and
equipment, all mainlines and drip lines, emitters, all spare and replacement parts, components and
supplies located on the Land or that provides drainage, irrigation and/or water to the Land;
(c) 	All rights and interests, if any, in and to all rights, rights of way,
reversions, remainders, strips or gores, if any, between the Land and abutting properties, and any land
lying in or under the bed of any street, alley, road or right-of way, abutting or adjacent to the Land, all
covenants, 	conditions 	and 	restrictions, 	privileges, 	easements, 	servitudes, 	hereditaments, 	and
appurtenances appurtenant to the Land, or otherwise used or useful to or of benefit to the use and
enjoyment of the Land and/or providing any benefit with respect to access, ingress, egress, irrigation
water, domestic water, electricity, gas, telephone, sewer or other utility service to the Land, whether
or not of record (collectively, the “Appurtenant Rights”);
(d) 	All crops and farm products, whether fructus naturales or fructus
industriales (emblements), for the 2026 crop year and thereafter generated by the Land (the “Crops”),
if any;
(e) 	All rights of Seller in and to all oil, gas, minerals, and other
hydrocarbon substances, on or hereafter on or under the Land, before or after extraction, if any
(collectively, the “Oil, Gas and Mineral Rights”);
(f) 	All surface water rights, groundwater rights and other water rights or
water credits appurtenant to the Land, which are held by the Seller, including riparian, littoral,
appropriative, prescriptive, permitted, overlying, adjudicated and other rights, any and all shares of
water stock or mutual water company stock appurtenant to the Land, all public agency water
entitlements, credits, allocations, pumping rights or similar rights associated with or derived from the
Property relative to groundwater as the result of any adjudications or other court or regulatory
proceedings, or under any groundwater sustainability plan or similar plan associated with the Land,
and all rights in any contracts for the sale of water generated from irrigation wells located on the Land,
which is held by the Seller (collectively, “Water Rights”); and
(g) 	Any licenses or other agreements material to the Property and
operations thereon as listed on Schedule 1.1(g) that Buyer would like to have assigned to it at Closing;
provided that (i) such licenses or agreements are Receivership Property assignable by Seller to Buyer
without any liability or consideration and (ii) in the event that there are any licenses or agreements that
are material but not Receivership Property, Seller will use commercially reasonable efforts to provide
Docusign Envelope ID: 9FD0BA69-B3AA-4AD1-A343-B5F73B400A9D

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20039.001/Sebastian PSA (EX)
partial assignments where possible (and without any liability or consideration) and enter into other
agreements or arrangements that are reasonably satisfactory to Buyer and approved by the Court, as
necessary.
1.2 	As-Is Condition of Property; Disclaimer of Warranties; Certain Disclosures.
(a) 	Buyer acknowledges that Seller is acting solely in his capacity as
Court-appointed receiver and, consequently, has limited knowledge of the condition of the Property.
ACCORDINGLY, 	BUYER 	ACKNOWLEDGES 	AND 	AGREES 	THAT 	BUYER 	IS
PURCHASING THE PROPERTY “AS-IS”, “WHERE-IS”, AND “WITH ALL FAULTS
AND DEFECTS” AS OF THE EFFECTIVE DATE AND CLOSING DATE, AND BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY
DISCLAIMS 	ANY 	AND 	ALL 	IMPLIED 	WARRANTIES 	CONCERNING 	THE
CONDITION, VALUE AND QUALITY OF THE PROPERTY AND ANY PORTIONS
THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
HABITABILITY, 	MERCHANTABILITY, 	OR 	FITNESS 	FOR 	A 	PARTICULAR
PURPOSE. 	BUYER 	ACKNOWLEDGES 	THAT 	NO 	WARRANTY 	HAS 	ARISEN
THROUGH TRADE, CUSTOM OR COURSE OF DEALING WITH SELLER. BUYER
FURTHER 	ACKNOWLEDGES 	AND 	AGREES 	THAT 	IT 	HAS 	HAD 	THE
OPPORTUNITY TO INSPECT THE PROPERTY AND BUYER WILL RELY SOLELY
ON ITS INVESTIGATION OF THE PROPERTY IN ITS ACQUISITION THEREOF.
SELLER 	HAS 	NO 	OBLIGATION 	TO 	ALTER, 	REPAIR 	OR 	IMPROVE 	THE
PROPERTY. 	BUYER REPRESENTS TO SELLER THAT BUYER WILL CONDUCT
PRIOR TO CLOSING SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING
THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER
DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION
OF THE PROPERTY.
(b) 	Buyer 	further 	specifically 	acknowledges 	the 	existence 	of
unfarmed blueberry plantings on the Property and agrees to take the Property subject thereto,
without obligation of any kind on the part of Seller to remove said plantings or to compensate
Buyer for the removal thereof.
(c) 	Buyer acknowledges and agrees that Buyer will not rely upon any
(i) representations or warranties (oral or written) made by or purportedly on behalf of Seller, unless
expressly set forth in this Agreement, or any representations or warranties (oral or written) of any
Lenders (as defined below) or (ii) documents or other information (oral or written) supplied by, or
purportedly on behalf of, Seller, including Lenders. 	BUYER FURTHER ACKNOWLEDGES
AND AGREES THAT ANY DOCUMENTS OR INFORMATION PROVIDED TO
BUYER BY SELLER OR ON SELLER’S BEHALF HAVE BEEN OBTAINED FROM A
VARIETY OF SOURCES, HAVE NOT BEEN INDEPENDENTLY INVESTIGATED OR
VERIFIED BY SELLER, AND ARE NOT TO BE RELIED UPON BY BUYER IN
ENTERING 	INTO 	THIS 	AGREEMENT 	OR 	PURCHASING 	THE 	PROPERTY.
SELLER 	MAKES 	NO 	EXPRESS 	REPRESENTATIONS 	OR 	WARRANTIES 	AND
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES CONCERNING THE TRUTH,
ACCURACY, AND COMPLETENESS OF ANY DOCUMENTS OR INFORMATION
Docusign Envelope ID: 9FD0BA69-B3AA-4AD1-A343-B5F73B400A9D

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SUPPLIED TO BUYER BY SELLER OR ANYONE ACTING OR PURPORTING TO
ACT ON SELLER’S BEHALF.
(d) 	EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN
THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS 	OR 	IMPLIED, 	CONCERNING 	ANY 	MATTERS 	INVOLVING 	THE
PROPERTY. 	WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
SELLER HEREBY 	AFFIRMATIVELY 	DISCLAIMS 	ANY 	EXPRESS 	OR 	IMPLIED
REPRESENTATIONS 	OR 	WARRANTIES 	CONCERNING 	THE 	FOLLOWING
MATTERS: (i) EXCEPT AS EXPRESSLY SET FORTH IN THE DEED, ANY MATTERS
AFFECTING TITLE TO THE REAL PROPERTY INCLUDING THE EXISTENCE OR
SUFFICIENCY OF LEGAL AND PHYSICAL ACCESS; (ii) THE COMPLIANCE OF THE
PROPERTY OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO
IMPROVEMENTS, SOIL, GROUNDWATER AND SUBSURFACE GEOLOGY, WITH
ANY AND ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, ORDINANCES,
PERMITS, RULES, REGULATIONS, OR REQUIREMENTS, INCLUDING, BUT NOT
LIMITED TO, ANY OF THE FOREGOING PERTAINING TO ENVIRONMENTAL
PROTECTION, 	POLLUTION 	AND 	LAND 	USE; 	(iii) 	THE 	SUITABILITY 	OR
APPROPRIATENESS OF THE PROPERTY OR ANY PORTION THEREOF FOR
AGRICULTURAL USES OR FOR THE CONDUCT OF ANY USES OR ACTIVITIES
THAT BUYER MAY CONTEMPLATE OR ELECT TO CONDUCT THEREON, OR
THE AVAILABILITY OF WATER OR WATER RIGHTS ON OR BENEFITTING THE
PROPERTY; 	(iv) 	THE 	PRESENCE 	OF 	ANY 	LATENT 	OR 	PATENT 	DEFECTS
AFFECTING 	THE 	PROPERTY 	INCLUDING 	BUT 	NOT 	LIMITED 	TO
IMPROVEMENTS, SOIL, GROUNDWATER AND SUBSURFACE GEOLOGY; AND
(v) THE QUALITY OF CONSTRUCTION AND MATERIALS INCORPORATED INTO
ANY IMPROVEMENTS LOCATED ON THE PROPERTY AND THE EXISTENCE,
QUALITY, NATURE, ADEQUACY, OR CONDITION OF ANY UTILITIES SERVING
THE PROPERTY.
(e) 	BUYER, FOR ITSELF AND ITS HEIRS, SUCCESSORS AND
ASSIGNS, AND ANYONE CLAIMING BY, THROUGH, OR UNDER BUYER, HEREBY
EXPRESSLY (i) WAIVES ANY CLAIM AND CAUSE OF ACTION WHICH RELATE,
REFER, PERTAIN TO, OR ARISE OUT OF ANY OF THE MATTERS DESCRIBED IN
THIS SECTION 1.2, AND ANY FAILURE BY SELLER TO DISCLOSE INFORMATION
TO BUYER CONCERNING THE PROPERTY (COLLECTIVELY, “SUCH CLAIMS”)
(REGARDLESS OF WHETHER SUCH CLAIMS ARE KNOWN OR DISCOVERABLE AS
OF THE EFFECTIVE DATE OR THE CLOSING DATE) AND (ii) RELEASES SELLER
FROM ANY AND ALL LIABILITY FROM ANY SUCH CLAIMS.
With respect to the waivers and releases set forth herein and elsewhere in this Agreement, in each
case relating to claims unknown to or unsuspected by Buyer, Buyer hereby acknowledges that
such waivers and releases are being made after obtaining the advice of counsel and with full
knowledge and understanding of the consequences and effects of such waivers and releases, and
that such waivers and releases are made with the full knowledge, understanding and agreement
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that California Civil Code Section 1542 provides as follows, and that the protections afforded by
said code section are hereby waived:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE
AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.”
___________
Buyer’s Initials
1.3 	Release. 	At the Closing, as a condition of Seller’s obligation to convey the
Property to Buyer, Buyer shall deliver to Seller and The Prudential Insurance Company of America
(“Prudential”), PAR U Hartford Life & Annuity Comfort Trust (“PAR U”), and PGIM Real Estate
Finance, LLC (together with Prudential and PAR U, collectively, the “Lenders”) a release (the
“Release”) in the form and content set forth on Exhibit D.
1.4 	Not a Residential Purchase. Notwithstanding the existence of any residence
upon the Land, any such residence is incidental to the Property and the parties acknowledge,
understand, and agree that this Agreement is a commercial transaction and Buyer is not a homebuyer
purchasing a dwelling or residence. 	As a material inducement to Seller to sell the Property, Buyer
represents and warrants: (i) that it is purchasing the Property as a commercial transaction; (ii) that the
existence of any residence is not a material consideration of its desire to purchase the Property; (iii) that
nothing of value is being attributed to any such residence; and (iv) that Buyer does not intend to
occupy any such residence as Buyer’s residence. 	To the fullest extent permitted by applicable law,
Buyer waives any and all disclosures and requirements specific to the sale of any dwelling, home, or
residence.
1.5 	Personal Property Excluded. 	Except as provided in Section 1.1 hereof, no
personal 	property, 	including 	without 	limitation, 	wind 	machines 	and 	other 	non-attached
improvements, farming equipment, and crop protection equipment, are included in the sale.
1.6 	Bid Deposit. 	Concurrently with Buyer’s execution of this Agreement and
pursuant to the Marketing Procedures Order, Buyer shall deposit into a non-interest-bearing account
with Escrow Holder an amount equal to 10% of the Purchase Price (the “Bid Deposit”) in
immediately available, goods funds of the United States of America. If Buyer is the Successful Bidder,
the Bid Deposit shall be credited and applied toward payment of the cash consideration due at the
Closing.
1.7 	Water Supply Agreements; Holdback. Seller shall use commercially reasonable
efforts to cause the termination of the Water Supply Agreements (as defined in Section 10.1(c) below)
as to the Property (the “WSA Termination”) prior to the Closing, however Seller’s failure to cause
the WSA Termination shall not be a default hereunder, and is not a condition precedent to the Closing.
Buyer agrees that recording of termination documents in Kern County, California, as to each of the
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Water Supply Agreements (“Termination Documents”), substantially in the same form of that
certain Quitclaim and Termination of Water Supply Agreement and Easement recorded in the Official
Records of Kern County, California on October 28, 2025, as Document No. 225130976 (with respect
to an agreement similar to the Water Supply Agreements), or other form reasonably acceptable to
Buyer, shall complete the WSA Termination. 	The Parties agree that, in the event the WSA
Termination has not occurred prior to the Closing that:
(a) 	Escrow Holder is directed to holdback $80,000.00 from the proceeds
otherwise due to Seller at the Closing (the “Holdback”).
(a) 	In the event that the WSA Termination occurs within one (1) year of
the Closing, then upon delivery to Escrow Holder of the recorded Termination Documents for both
of the Water Supply Agreements, Escrow Holder shall immediately release the Holdback to Seller (or
its assignee), which release shall not require further consent or approval of Buyer.
(b) 	In the event that the WSA Termination for both of the Water Supply
Agreements has not occurred by the one (1) year anniversary of the Closing, then Escrow Holder shall
immediately release the Holdback to Buyer (or its assignee), which release shall not require further
consent or approval of Seller.
The provisions of this Section 1.7 shall survive the Closing until the Holdback is released to Seller or
Buyer as provided above.
2. 	Escrow. Within three (3) business days following the Effective Date, Seller
will deliver a fully executed counterpart of this Agreement to Chicago Title Company, 7330 N. Palm
Avenue, Suite 101, Fresno, CA 93711 (Attention: Sue Meyer) who shall act as “Escrow Holder,” in
connection with an escrow to be established to complete the transaction contemplated by this
Agreement (the “Escrow”). 	The parties agree to execute any additional standard instructions
reasonably required by Escrow Holder except for instructions that would excuse, release, or relieve
Escrow Holder from theft of funds or any other criminal act, gross negligence, willful misconduct,
violation of the standard of care with respect to its conduct, or breach of this Agreement on the part
of Escrow Holder.
3. 	Close of Escrow. Provided all of the conditions to close of escrow set forth
herein shall have been acknowledged as waived or satisfied by the Party benefitted by the subject
condition, the close of escrow for the purchase and sale transaction provided for herein (the
“Closing” or “Close of Escrow”) shall occur on or before 5:00 p.m., Pacific Time, on a date no
later than fourteen (14) days following the date the Sale Order becomes final and non-
appealable which is mutually acceptable to the Parties (the “Closing Date”), or such other date
as agreed to by the Parties; provided that the Closing Date shall in no event occur later than the
Outside Date (as set forth in Section 6.4).
3.1 	Purchase Price. 	The Purchase Price of the Property (“Purchase Price”) is
Eight Hundred Seventy Four Thousand Six Hundred Ten and 00/100ths Dollars ($874,610.00)
United States currency. The Purchase Price shall be payable as follows:
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(a) 	Notwithstanding any term or provision of this Agreement, Buyer
hereby agrees that Escrow Holder may immediately deliver to Seller an amount equal to One
Hundred 00/100ths Dollars ($100.00) from the Bid Deposit (the “Independent Consideration”)
as independent consideration to Seller for having entered into this Agreement at any time subsequent
to execution hereof. The Independent Consideration shall be nonrefundable if Close of Escrow does
not occur for any reason related to a Buyer default or termination under this Agreement, or due to a
failure of a Buyer condition under Section 6.3, and to the extent that this Agreement requires any
funds to be refunded to Buyer, any amount so refunded shall not include the Independent
Consideration; provided, however, that the Independent Consideration shall be refunded to Buyer
from Seller, as part of Buyer’s damages, in the event of a Seller default under this Agreement.
(b) 	The balance of the Purchase Price (the “Balance”) shall be deposited
by Buyer into Escrow no later than one (1) business day prior to the Closing and paid to Seller in cash,
by cashier’s check or wire transfer of immediately available good funds, at the Close of Escrow.
4. 	LIQUIDATED DAMAGES. 	NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN THE EVENT THAT
THE ESCROW FAILS TO CLOSE DUE TO A BREACH OF OR DEFAULT BY BUYER,
AND BUYER FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS
OF RECEIVING WRITTEN NOTICE FROM SELLER OF THE SAME, OR, IF THE
BREACH IS OF A NATURE THAT IT CANNOT BE REASONABLY CURED WITHIN
FIVE (5) BUSINESS DAYS, AND BUYER HAS DILIGENTLY COMMENCED SUCH
CURE WITHIN SAID FIVE (5) BUSINESS DAY PERIOD, BUYER SHALL HAVE SUCH
ADDITIONAL TIME AS IS NECESSARY TO CURE THE BREACH BUT IN NO
EVENT MORE THAN A TOTAL OF THIRTY (30) DAYS, THEN SELLER SHALL BE
ENTITLED TO THE BID DEPOSIT SET FORTH IN SECTION 1.5 AS LIQUIDATED
DAMAGES, AND NOT AS A PENALTY AND AS SELLER’S EXCLUSIVE REMEDY
AGAINST BUYER AT LAW OR OTHERWISE FOR BUYER’S FAILURE TO CLOSE
THE PURCHASE OF THE PROPERTY. 	THE PARTIES HERETO EXPRESSLY
ACKNOWLEDGE 	AND 	AGREE 	THAT 	THE 	AMOUNT 	OF 	SELLER’S 	ACTUAL
DAMAGES IN THE EVENT OF BUYER’S FAILURE TO CLOSE THE PURCHASE OF
THE PROPERTY OR OTHER EVENT OF DEFAULT BY BUYER UNDER THIS
AGREEMENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
ASCERTAIN, AND THE AMOUNT SET FORTH ABOVE AS LIQUIDATED DAMAGES
HAS 	BEEN 	AGREED 	UPON 	BY 	SELLER 	AND 	BUYER 	AFTER 	SPECIFIC
NEGOTIATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES
IS NOT INTENDED AS A FORFEITURE OR PENALTY. THE PARTIES AGREE
THAT THE BID DEPOSIT AMOUNT SET FORTH IN SECTION 1.5 REPRESENTS A
REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH SELLER WOULD
INCUR IN THE CASE OF BUYER’S FAILURE TO CLOSE THE PURCHASE OF THE
PROPERTY. BY INITIALING THE SPACES WHICH FOLLOW, SELLER AND BUYER
SPECIFICALLY 	AND 	EXPRESSLY 	AGREE 	TO 	ABIDE 	BY 	THE 	TERMS 	AND
PROVISIONS OF THIS SECTION CONCERNING LIQUIDATED DAMAGES IN THE
EVENT OF BUYER’S FAILURE TO CLOSE THE PURCHASE OF THE PROPERTY.
FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIQUIDATED DAMAGES
COVENANT SHALL NOT APPLY TO ANY BUYER INDEMNITY OF SELLER, OR
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ANY OTHER DEFAULT BY BUYER UNDER THIS AGREEMENT, OTHER THAN
THE FAILURE OF BUYER TO CLOSE THE PURCHASE OF THE PROPERTY.
ACKNOWLEDGMENT 	AS 	TO 	ACCEPTANCE 	OF 	THE 	IMMEDIATELY
PRECEDING LIQUIDATED DAMAGES PROVISION
________________________ 	_______________________
Seller 	Buyer
Lance Miller, solely in his capacity 	Baldev K. Munger, as Chief Executive
as Court-appointed Receiver 	Officer/Secretary of UNISOURCE AG
MANAGEMENTM INC., as general partner
of MUNGER ENTERPRISES, LP.
5. 	Seller’s Deliveries; Condition of Title.
5.1 	Natural Hazards Disclosures. Seller will deliver to Buyer as soon as practical
following the Effective Date, but before the Close of Escrow, a Natural Hazards Disclosure Statement
(the “Natural Hazards Disclosure ”) with respect to the Land. Prior to the Close of Escrow, Buyer
shall deliver to Seller through Escrow, documents evidencing and acknowledging receipt and
acceptance of the Natural Hazards Disclosure and all other disclosures that are required in connection
with the conveyance of the property, if any, in California. The written report prepared by the certified
natural hazards disclosure company retained by Seller (the “Natural Hazard Expert”) regarding the
results of its full examination will fully and completely discharge Seller from its disclosure obligations
referred to herein, if and to the extent any such obligations exist, and, for the purpose of this
Agreement, the provisions of Civil Code Section 1102.4 regarding non-liability of Seller for errors or
omissions not within its personal knowledge shall be deemed to apply and the Natural Hazard Expert
shall be deemed to be an expert, dealing with matters within the scope of its expertise with respect to
the examination and written report regarding the natural hazards referred to above. As used in this
Agreement, “Disclosure Statutes” means, without limitation, collectively, California Government
Code Sections 8589.3, 8589.4 and 51183.5, California Public Resources Code Sections 2621.9, 2694
and 4136, and any other California statutes that require Seller to make disclosures concerning the
Property. 	Buyer hereby agrees as follows with respect to the Disclosure Statutes and the Natural
Hazards Disclosure, provided that the following will not apply if Seller delivers any inaccurate or
untrue information to the Natural Hazard Expert:
(a) 	Seller shall not be liable for any error or inaccuracy in, or omission
from, the information in the Natural Hazards Disclosure.
(b) 	The Natural Hazards Disclosure is being provided by Seller for
purposes of complying with the Disclosure Statutes and shall not be deemed to constitute a
representation or warranty by Seller as to the presence or absence in, at or around of the Property of
the conditions that are the subject of the Disclosure Statutes.
5.2 	Condition of Title. Seller agrees to convey fee simple title in and to the
Property to Buyer. Subject to the provisions of Section 10.1(c) and the issuance of the Buyer’s Title
Policy (as hereafter defined), title shall be conveyed by Seller to Buyer by receiver’s deed, using the
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form attached hereto as Exhibit E (the “Deed”), subject to the items enumerated in this Section.
Buyer shall accept title to the Property subject to the following exceptions:
(a) 	any 	lien 	for 	current 	real 	property 	taxes, 	special 	taxes, 	special
assessments, and water and other utility district taxes and assessments, if any, not yet due;
(b) 	any lien for supplemental taxes and assessments resulting from the
change in ownership created by the sale of the Property to Buyer;
(c) 	all 	easements, 	covenants, 	conditions, 	restrictions, 	defects,
encumbrances, and agreements and other matters of record, other than financial liens, on the Effective
Date, including without limitation the Permitted Exceptions, except to the extent Seller has agreed in
writing to terminate or remove;
(d) 	physical matters and conditions, if any, that exist at the Property on
the Effective Date and that would be disclosed by a current survey or inspection of the Property;
(e) 	laws, regulations, or ordinances relating to zoning, environmental
protection, subdivision, occupancy, use, construction, or development of the Property;
(f) 	any matters or interests created or otherwise caused by Buyer or its
agents, consultants, and representatives;
(g) 	the printed standard exceptions listed in the Preliminary Report (as
defined below); and
(h) 	such other matters as Buyer either waives, assumes, or consents to in
writing, including those matters listed in Schedule 5.2(h).
5.3 	No Liens. 	The Property shall be sold free and clear of any and all financial
liens, liabilities, obligations, encumbrances, or claims (except for any such liens, encumbrances, claims
or interests set forth and described in Section 5.2 above) effective upon the Closing, as well as all liens
in and to the Crops that appear in the public record by any persons having an interest therein.
5.4 	Buyer’s Indemnification of Seller. Any damage caused to the Property in
connection with Buyer’s Inspection shall be promptly and fully repaired by Buyer and the Property
returned to its prior condition, all at Buyer’s sole cost and expense, which obligation shall survive any
termination of this Agreement. Buyer shall keep the Property free and clear of any mechanic’s liens
and materialmen’s liens and all other liens and encumbrances arising out of any of Buyer’s or Buyer’s
Agent’s activities, which obligation shall survive any termination of this Agreement. Further, except
for the discovery and remediation or repair of existing conditions on the Property (including, without
limitation, the existence of hazardous or toxic materials not placed on the Property by Buyer or its
agents or representatives) or to the extent arising from Seller’s gross negligence or willful misconduct,
Buyer hereby agrees to indemnify, defend and hold Seller, Lenders, and Seller’s and Lenders’
respective beneficiaries, partners, affiliates, subsidiaries, principals, members, shareholders, agents,
employees, professionals, successors, and assigns (together with Seller, collectively, the “Seller
Parties”), harmless from and against any and all claims, actions, losses, costs, liabilities, obligations
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and expenses arising out of the acts or omissions of Buyer or Buyer’s Agents in connection with any
such entry, inspection, test, study or other activity, including without limitation all legal expenses
reasonably incurred by Seller Parties in connection therewith. The indemnity provided herein shall
survive the Close of Escrow and any termination of this Agreement.
5.5 	SGMA 	Disclosure. 	The 	Sustainable 	Groundwater 	Management 	Act
(“SGMA”) is a law enacted in the year 2014. SGMA may limit the amount of well water that may be
pumped from underground aquifers. 	Applicable rules and regulations are in place implementing
SGMA. Seller and its agents and representatives make no representation on water rights or the effect
of SGMA on the Property now or in the future. Buyer has been advised to consult an expert on water
rights and SGMA to determine the effect of SGMA on the Property now and in the future. In making
the decision to purchase the Property, Buyer is not relying upon any statement, representation, or
warranty of Seller (or any other Seller Party), but rather, Buyer is relying upon Buyer’s own
independent investigation and analysis of water rights and SGMA in regards to the Property. Upon
Closing, Buyer assumes the risk of implementation of SGMA on the Property. Buyer releases Seller
and all other Seller Parties, from any liability, known or unknown, arising from the implementation of
SGMA in regards to the Property.
6. 	Conditions Precedent; Termination.
6.1 	Conditions to Obligations of all Parties. The obligation of each Party to
consummate the transactions contemplated by this Agreement at Closing is subject to the fulfillment
on or prior to the Closing of the following conditions:
(a) 	the Court shall have entered the Sale Order and such order shall be in
full force and effect and shall not have been stayed or vacated, and any applicable appeal period
thereafter having lawfully expired, with no appeal having been filed with respect thereto. The Sale
Order shall be deemed obtained prior to the lapse of the appeals period if the Court approves this
Agreement, the sale of the Property pursuant to the terms of this Agreement, and Closing by Seller
upon a motion joined in, or their approval stipulated to the Court as agreed to, by Owner, Lenders,
and all parties of interest in the Action, and Title Company agrees to insure title to the Property
without taking exception to the appeals period or any potential appeal that could be filed during such
period. Buyer acknowledges and confirms that neither Seller nor any of Lenders has made any
representations or warranties, express or implied, that the Sale Order or the Lender Agreement
Approval (defined below) will be obtained. Promptly upon obtaining the Sale Order, Seller shall
deliver a copy of the Sale Order to Buyer and Escrow Holder. If: (i) the Court denies approval of this
Agreement, or (ii) the Sale Order is overturned in an appeal, this Agreement shall be terminated, the
Bid Deposit shall be delivered to Buyer and neither party shall have any further rights or obligations
hereunder except with respect to the provisions hereof which specifically survive termination;
(b) 	no injunction by any court or other tribunal of competent jurisdiction
shall have been entered and shall continue to be in effect and no law shall have been adopted that
remains in effect or be effective, in each case, that prevents, enjoins, prohibits, or makes illegal the
consummation of the transactions contemplated by this Agreement;
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(c) 	The Land shall have the equivalent of 2.79 acre-feet of Wheeler Ridge-
Maricopa Water Storage District contract amount of water for each gross acre of the Land (for a total
of 443.67 acre feet in the aggregate); and
(d) 	Lenders shall have provided their written approval of this Agreement.
6.2 	Seller’s Conditions Precedent. Seller’s obligation to perform as set forth in this
Agreement is hereby expressly conditioned on satisfaction of each and every one of the following
conditions precedent:
(a) 	Buyer shall have performed each of the acts to be performed by it
pursuant to this Agreement and the Marketing Procedures Order, including without limitation,
depositing the Bid Deposit, and the Buyer’s share of the Closing Costs (as defined in Section 12 below)
and Prorations (as defined in Section 13 below) into the Escrow by the Closing Date.
(b) 	Each of Buyer’s representations and warranties set forth in Section 8
hereof shall be true and correct at the Close of Escrow as if affirmatively made at that time.
The foregoing conditions are solely for the benefit of Seller, any or all of which may be waived by
Seller in his sole discretion.
6.3 	Buyer’s Conditions Precedent. 	Buyer’s obligation to perform as set forth in
this Agreement is hereby expressly conditioned on satisfaction of each and every one of the following
conditions precedent:
(a) 	Seller shall have performed every act to be performed by it pursuant
to this Agreement and the Marketing Procedures Order, including without limitation, depositing into
the Escrow the Deed.
(b) 	Except as listed in Schedule 5.2(h), Seller shall have terminated any and
all existing leases on the Property and provided Buyer with satisfactory written evidence of the same,
in each case solely to the extent such leases are Receivership Property and terminable under applicable
law without damages.
(c) 	Each of the representations and warranties of Seller contained in
Section 7 or elsewhere in this Agreement shall be true and correct at the Close of Escrow as if
affirmatively made at that time.
The foregoing conditions are solely for the benefit of Buyer, any or all of which may be waived by
Buyer in Buyer’s sole discretion.
6.4 	Termination. 	This Agreement may be terminated in accordance with this
Section 6.4 at any time prior to the Closing:
(a) 	By written notice of either Buyer or Seller if the Closing shall not have
occurred on or before thirty (30) days after the Sale Order becomes a final, non-appealable order,
unless otherwise agreed to by Buyer and Seller in writing (such date, the “Outside Date”) and the
Party seeking to terminate this Agreement has not breached this Agreement in a manner that has been
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the principal cause of the Closing not occurring on or prior to the Outside Date; provided, however,
that the Outside Date may be extended by Seller and Buyer upon mutual agreement;
(b) 	By 	written 	notice 	of 	either 	Buyer 	or 	Seller 	if 	an 	order 	by 	a
governmental authority of competent jurisdiction shall have been issued permanently restraining,
enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby and
such order shall have become final and nonappealable; provided that the right to terminate this
Agreement pursuant to this Section 6.4(b) shall not be available to a Party if such order resulted from,
or could have been avoided but for, the breach by such Party of any covenant or other agreement of
such Party set forth in this Agreement;
(c) 	By written notice of either Buyer or Seller if any Seller closes or
consummates an alternative transaction or the Court enters an order approving such alternative
transaction; provided that, if Buyer is not the Successful Bidder at the Auction, but is the Back-Up
Bidder, then notwithstanding anything to the contrary contained in this Agreement, Buyer shall not
be permitted to terminate this Agreement pursuant to this Section 6.4(c) until the alternative
transaction closes;
(d) 	By Buyer by giving written notice to Seller at any time prior to Closing
(i) in the event there has been a material breach of or material inaccuracy in any representation or
warranty made by Seller in this Agreement or if Seller has breached any covenant contained in this
Agreement in any respect, which breach, inaccuracy or failure to perform (1) gives rise to a failure of
the conditions set forth in Section 6.3 to be satisfied, and (2) (A) is not capable of being cured by the
Outside Date or (B) if capable of being cured by the Outside Date, is not cured by the earlier of the
Outside Date and thirty (30) days after delivery by Buyer of written notice to Seller of such breach, or
(ii) in the event that any condition set forth in Section 6.3 shall become incapable of being satisfied by
the Outside Date; provided that, Buyer’s right to terminate this Agreement pursuant to this Section
6.4(d) will not be available to Buyer at any time that Buyer is in material breach of any covenant,
representation or warranty hereunder; or;
(e) 	by Seller by giving written notice to Buyer at any time prior to Closing
(i) in the event there has been a breach of or inaccuracy in any representation or warranty made by
Buyer in this Agreement or if Buyer has breached any covenant contained in this Agreement in any
respect, which breach, inaccuracy or failure to perform (1) gives rise to a failure of the conditions set
forth in Section 6.2 to be satisfied and (2) (A) is not capable of being cured by the Outside Date or
(B) if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and
thirty (30) days after delivery by Seller of written notice to Buyer of such breach, or (ii) in the event
that any condition set forth in Section 6.2 shall become incapable of being satisfied by the Outside
Date; provided that, Seller’s right to terminate this Agreement pursuant to this Section 6.4(e) will not
be available to Seller at any time that Seller is in material breach of any covenant, representation or
warranty hereunder; and
(f) 	by the mutual written consent of Seller and Buyer.
6.5 	Effect of Termination
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(a) 	In the event of the termination of this Agreement as provided in
Section 6.4, this Agreement shall forthwith become void and there shall be no liability on the part of
either Party (except with respect to confidentiality, liquidated damages, obligations relating to
indemnity, the return or disbursement of the Bid Deposit, and any rights or obligations that expressly
survive the termination of this Agreement, each of which shall survive any termination); provided,
however, that in the event this Agreement is terminated (x) pursuant to Section 6.4(e) and Seller is not
then in material breach of Seller’s obligations hereunder, then Seller shall be entitled to retain the Bid
Deposit and (y) for any reason other than pursuant to Section 6.4(e), Buyer shall be entitled to return
of the Bid Deposit as set forth in this Agreement. Notwithstanding the foregoing, nothing in this
Article 6 will be deemed to release any Party from liability for any willful breach of this Agreement
prior to its termination pursuant to Section 6.4, willful misconduct, fraudulent, or criminal acts, the
remedies for which shall not be limited by the provisions of this Agreement.
(b) 	In consideration for Buyer having expended considerable time and
expense in connection with this Agreement and the negotiation thereof, if this Agreement is
terminated pursuant to Section 6.4(c), and an alternative transaction is consummated, Seller shall pay
to Buyer a break-up fee in an amount equal to $17,492.20 (the “Breakup Fee”); provided that the
Breakup Fee shall be payable concurrently with the consummation of, and only out of the cash
proceeds of, an alternative transaction, to an account designated by Buyer in writing to Seller.
(c) 	In the event of any breach by Seller of this Agreement, whether or not
a willful breach, or any failure of the transaction contemplated by this Agreement to be consummated
for whatever reason whatsoever, the sole and exclusive remedy of Buyer shall be to terminate this
Agreement in accordance with Section 6.4 and, if applicable, to receive the Breakup Fee or return of
the Bid Deposit in accordance with Section 6.5, if payable thereunder.
(d) 	Each of the Parties acknowledges and agrees that the agreements
contained in this Section 6.5 are an integral part of this Agreement and that the Breakup Fee is not a
penalty, but rather represents liquidated damages in a reasonable amount that will reasonably
compensate Buyer in the circumstances in which such Breakup Fee is payable for the efforts and
resources expended and opportunities foregone by Buyer while negotiating and pursuing this
Agreement and in reasonable reliance on this Agreement and on the reasonable expectation of the
consummation of the transactions contemplated herein, which amount would otherwise be impossible
to calculate with precision.
7. 	Seller’s Representations and Warranties.
7.1 	Seller’s Representations and Warranties. Except as set forth on Schedule 7.1,
attached hereto, Seller hereby warrants, represents, covenants, and certifies to Buyer that:
(a) 	Court-Appointed Receiver. Seller is the Court-appointed receiver over
the Receivership Property.
(b) 	Authority. Subject to entry of the Sale Order, this Agreement has been
duly authorized, executed and delivered by Seller, is the legal, valid and binding obligation of Seller,
and neither this Agreement nor compliance with or fulfillment of the terms and conditions hereof will
conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default
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under, any agreement to which any Seller is a party or by which any Seller is otherwise bound, or any
judicial order to which any Seller is a party or to which any Seller is subject. 	All documents to be
executed by Seller which are to be delivered at Closing, will, at the time of Closing, (i) be duly
authorized, executed and delivered by such Seller, (ii) be legal, valid and binding obligations of such
Seller, and (iii) not violate, to such Seller’s knowledge, any provision of any agreement or judicial order
to which such Seller is a party or to which such Seller is subject.
(c) 	OFAC 	Compliance. 	Seller 	(which, 	for 	the 	purposes 	of 	this
Section 7.1(c), shall include its partners, members, beneficial owners and affiliates) (i) has not been
designated as a “specifically designated national and blocked person” on the most current list
published by the Office of Foreign Asset Control of the U.S. Department of the Treasury (“OFAC”)
at its official website (http://www.treas.gov/ofac/t11sdn.pdf) or at any replacement website or other
replacement official publication of such list (collectively, the “List”); (ii) is currently in compliance
with and will at all times during the term of this Agreement (including any extension thereof) remain
in compliance with the regulations of OFAC and any statute, executive order (including the September
24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto;
and (iii) will not transfer or permit the transfer of any controlling interest in Seller to any person or
entity who is, or any of whose beneficial owners are, listed on the List.
(d) 	Foreign Person and Withholding. 	Seller is not a “foreign person”
within the meaning of Sections 1445(f)(3) and 7701(a)(3) of the Internal Revenue Code of 1986, as
amended (the “Code”), and is not subject to any federal, state, or local withholding obligation of
Buyer under the tax laws applicable to such Seller or the Property. 	Seller will provide Buyer an
Affidavit of Exemption pursuant to Section 1445(b)(c) of the Code, or provide Escrow Holder an
Affidavit of non-foreign status under the Housing and Economic Recovery Act of 2008. A Seller may
be subject to withholding tax under California Revenue and Taxation Section 18662, and if so will
submit California Form 593 as may be applicable to Buyer through Escrow Holder.
(e) 	Organic Trees or Vines. 	The Property may include one or more
varieties of trees or vines that are organic and/or are the subject of plant royalties. Seller makes no
representations or warranties in this regard.
7.2 	Survival. The express representations and warranties made in this Article by
Buyer or Seller will not merge into any instrument of conveyance delivered at the Closing; provided,
however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of
any such representations and warranties shall be commenced, if at all, on or before the date which is
three (3) months after the date of the Closing and, if not commenced on or before such date, thereafter
will be void and of no force or effect.
8. 	Buyer’s 	Representations 	and 	Warranties. 	Buyer 	hereby 	warrants,
represents, convents and certifies to Seller and agrees that as of the Close of Escrow:
(a) 	Good Standing. 	Buyer is a limited liability company that is properly
and duly formed, validly existing and in good standing under the laws of the State of California.
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(b) 	Authority. 	Buyer, and its Authorized Assignee(s) (defined below),
acting through any of their respective duly empowered and authorized managers, members, partners
or officers, as applicable, has all necessary entity power and authority to transact the business in which
it is engaged, and has full power and authority to enter into this Agreement, to execute and deliver the
documents and instruments required of Buyer herein, and to perform its obligations hereunder. This
Agreement has been duly authorized, executed and delivered by Buyer, is the legal, valid and binding
obligation of Buyer, and, neither this Agreement nor compliance with or fulfillment of the terms and
conditions hereof will conflict with, or result in a breach of, the terms, conditions or provisions of, or
constitute a default under, any agreement to which Buyer is a party or by which Buyer is otherwise
bound, or any judicial order to which Buyer is a party or to which Buyer is subject. All documents to
be executed by Buyer which are to be delivered at Closing, will, at the time of Closing, (i) be duly
authorized, executed and delivered by Buyer, (ii) be legal, valid and binding obligations of Buyer, and
(iii) not violate, to the best of Buyer’s knowledge, any provision of any agreement or judicial order to
which Buyer is a party or to which Buyer is subject.
(c) 	OFAC Compliance. Buyer or its Authorized Assignee (which, for the
purposes of this Section 8(c), shall include its members, officers, beneficial owners and affiliates)
(i) has not been designated as a “specifically designated national and blocked person” on the most
current list published by the OFAC at its official website (http://www.treas.gov/ofac/t11sdn.pdf) or
at any replacement website or other replacement official publication of such List; (ii) is currently in
compliance with and will at all times during the term of this Agreement (including any extension
thereof) remain in compliance with the regulations of OFAC and any statute, executive order
(including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental
action relating thereto; and (iii) will not transfer or permit the transfer of any controlling interest in
Buyer to any person or entity who is, or any of whose beneficial owners are, listed on the List.
(d) 	Bankruptcy. Buyer has not (i) filed or been the subject of any filing of
a petition under the U.S. bankruptcy code (11 U.S.C. § 101, et seq.) or any insolvency laws, or any laws
for composition of indebtedness or for the reorganization of debtors; (ii) made a general assignment
for the benefit of creditors, (iii) suffered the appointment of a receiver to take possession of all or
substantially all of Buyer’s assets, or (iv) suffered the attachment or other judicial seizure of all or
substantially all of Buyer’s assets.
(e) 	Debts, Liens, and Encumbrance. 	Buyer shall pay, when due, any
claims, liabilities, debts, injuries, liens or other encumbrances, and any consultant or other expense
contracted for or incurred by Buyer incurred or arising before the Close of Escrow or the earlier
termination of this Agreement that relate in any manner to any of Buyer’s activities relating to the
Property prior to the Closing (collectively, “Claims”) and shall indemnify, defend and hold Seller, the
Seller Parties, and the Property harmless from any Claims relating thereto.
(f) 	No Collusion. Buyer represents and warrants that it has not engaged
in any collusion with respect to its bid on the Property and the transaction contemplated hereunder.
9. 	Cultural Cost Reimbursement.
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9.1 	Cultural Cost Reimbursement. 	The Property is not currently being farmed,
and as such there will be no reimbursement for cultural costs at the Closing.
10. 	Closing.
10.1 	Closing Date. Closing shall evidence Buyer’s and Seller’s satisfaction of their
respective Closing obligations, as set forth herein. Closing shall occur on or before the Closing Date.
Closing shall be conditioned upon:
(a) 	Full Performance. Seller and Buyer shall have performed all of their
respective obligations under this Agreement unless waived in writing by the other Party.
(b) 	Conditions. 	The conditions precedent set forth in Section 	6.1, 6.2,
and 6.3 have been satisfied or waived by the Party for whose benefit the condition exists.
(c) 	Title Policies. Title Company shall be ready, willing, and able to issue
upon the Closing and following recordation of the Deed to Buyer, a current Owner’s CLTA Standard
Coverage Policy of title insurance (or ALTA Extended Coverage Policy, if Buyer shall elect to obtain
an ALTA Survey), at no more than the insurer’s standard rates (“Buyer’s Title Policy”). 	Buyer’s
Title Policy shall show title to the Land, Improvements and appurtenant easements vested in Buyer,
subject only to the lien of real property taxes for the current fiscal year not yet due and payable, those
Schedule B exceptions listed in the title commitment for the Buyer’s Title Policy, and the following
exceptions (except to the extent Seller and/or Escrow Holder has agreed in writing to remove) (the
“Permitted Exceptions”): Schedule B Exceptions 1, 4, 6 – 8, 10 – 17, 19, 20, 23 – 29, 35 - 40 all as
shown in that certain Preliminary Report, title order number FWKN-TO25000618-MW, Amendment
A, dated April 17, 2025, issued by Chicago Title Company (the “Preliminary Report”), together with
together 	with 	the 	agreements 	shown 	on 	Schedule 	5.2(h) 	(collectively, 	the 	“Water 	Supply
Agreements”) which are not showing on the Preliminary Report, but which encumber the Land and
must be disclosed to Chicago Title Company. 	The premium for such title policy shall be paid as
required under Section 12.
(d) 	Delivery. Possession of the Property shall be delivered to Buyer at the
time of the Closing free of all leases, contracts, occupancy agreements, tenancies, licenses, use
agreements or otherwise, except as may be included within the Permitted Exceptions, if applicable, or
to the extent such items are not Receivership Property.
10.2 	Seller’s Closing Obligations. 	On or before the Closing Date, Seller shall
deposit or cause the following to be deposited into Escrow (duly executed, as appropriate), for
recordation or delivery to Buyer as appropriate:
(a) 	The Deed, executed by Seller.
(b) 	A bill of sale for the Crops, if any, in substantially the form attached
hereto as Exhibit F (the “Bill of Sale”).
(c) 	To the extent required, duplicate counterparts of an assignment and
assumption agreement (the “Assignment Agreement”), in substantially the form attached hereto as
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Exhibit G, with respect to any contracts, licenses or other agreements material to the Property and
operations thereon that are Receivership Property and that Buyer informs the Seller in writing that
Buyer would like to have assigned to it at Closing (to the extent that Seller can transfer or assign such
licenses or agreements to Buyer without breach or liability).
(d) 	An assignment of multi-peril crop insurance related to the Land, if any
(the “Assignment of Crop Insurance”), to the extent assignable.
(e) 	The Closing Statement (as defined below) executed by Seller.
(f) 	To 	the 	extent 	they 	are 	then 	in 	Seller’s 	possession, 	comprise
Receivership Property, and not posted at the Property, any licenses or permits issued for or with
respect to the Property by governmental and quasi-governmental authorities having jurisdiction.
(g) 	Seller’s certification to the effect that it is not a “foreign person,” as
such term is defined in Section 1445 of the Internal Revenue Code of 1986, or evidence that any taxes
due have been paid or otherwise provided for, using Escrow Holder’s standard form.
(h) 	Seller’s California Form 593, if required.
(i) 	Seller’s IRS Form 1099-S if required by Escrow.
(j) 	All keys, codes and combinations for locks, safes or security devices
under Seller’s control located on the Property, if any.
(k) 	Such other documents, resolutions, consents, and affidavits reasonably
necessary or advisable to effect the valid consummation of the transaction evidenced by this
Agreement.
(l) 	A copy of the Sale Order entered by the Court.
10.3 	Buyer’s Closing Obligations. 	On or before the Closing, Buyer or its
Authorized Assignee shall deposit or cause the following to be deposited into Escrow (duly executed
as appropriate) for recordation or delivery to Seller, as appropriate:
(a) 	The Balance of the Purchase Price and Buyer’s share of the Closing
Costs and Prorations.
(b) 	Evidence reasonably acceptable to Seller’s counsel that the documents
delivered to Seller by Buyer or its Authorized Assignee have been duly authorized by Buyer or its
Authorized Assignee, duly executed on behalf of Buyer or its Authorized Assignee and when delivered
constitute valid and binding obligations of Buyer or its Authorized Assignee.
(c) 	A Preliminary Change of Ownership Report in the form specified by
Kern County (the “PCOR”).
(d) 	To the extent required, duplicate counterparts of the Assignment
Agreement.
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(e) 	The Closing Statement (as defined below) executed by Buyer.
(f) 	Such other documents, resolutions, consents, and affidavits reasonably
necessary or advisable to effect the valid consummation of the transaction evidenced by this
Agreement.
10.4 	Escrow Holder Closing Obligations. 	The Escrow Holder shall close
escrow on or before the Closing Date (i) if it has received all of the items to be deposited by Seller
pursuant to Section 10.2, and all of the items to be deposited by Buyer pursuant to Section 10.3, and
(ii) the Title Company is prepared to issue Buyer’s Title Policy in the condition required in Section
10.1(c) above. The Escrow Holder shall close escrow by:
(a) 	Recording 	the 	Deed 	in the 	Official Records of 	Kern 	County,
California, and return the recorded Deed to Buyer with a conformed copy to Seller, and file the PCOR
in Kern County, California;
(b) 	Issuing the Buyer’s Title Policy (within fifteen (15) days after the
Closing);
(c) 	Delivering to Seller the proceeds due Seller from the Purchase Price,
after deducting Seller’s share of Closing Costs, and adjusting for Prorations and the Holdback (if
applicable, pursuant to Section 1.7 above);
(d) 	Delivering to Buyer, Seller’s certification that it is not a “foreign
person;”
(e) 	Delivering to Buyer the items deposited into Escrow by Seller for
delivery to Buyer, including the Bill of Sale;
(f) 	If applicable, delivering to each of Buyer and Seller, a fully executed
counterpart of the Assignment Agreement; and
(g) 	Delivering to Seller the items deposited into Escrow by Buyer for
delivery to Seller.
11. 	Like-Kind Exchange. 	Each Party agrees to cooperate, in all reasonable
respects, relating to any 1031 exchange requested by the other Party; provided that (i) such cooperation
is at no cost, expense, or liability to the non-exchanging Party and (ii) that the Closing is not delayed
as a result thereof.
12. 	Closing Costs. 	All closing costs incurred in connection with closing the
Escrow (the “Closing Costs”) shall be paid as follows:
(a) 	Buyer and Seller shall pay their respective: (i) legal fees and expenses,
and (ii) share of Prorations as provided in the Closing Statement.
(b) 	Seller shall pay (i) 100% of the documentary transfer taxes, sales taxes
and transfer taxes applicable to the sale, (ii) 50% of the cost of recording and filing of any instrument
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to be recorded or filed as provided herein, (iii) one-half of the escrow fees, and (iv) premium for a
CLTA Standard Title Policy.
(c) 	Buyer shall pay (i) one-half of the escrow fees, (iii) 50% of the cost of
recording and filing of any instrument to be recorded or filed as provided herein, (ii) premium for
Buyer’s Title Policy in excess of the costs for a CLTA Standard Title Policy, if any, and all
endorsements that Buyer shall request , and (iii) the costs of any new or updated ALTA site survey, if
elected by Buyer.
(d) 	Escrow Holder shall prepare a closing statement in form and content
satisfactory to Buyer and Seller with respect to the transaction contemplated by this Agreement and
deliver the same to Buyer and Seller within five (5) days prior to the Close of Escrow for their approval
in writing (provided each will provide Escrow Holder with the information necessary to prepare such
closing statement) (“Closing Statement”).
13. 	Prorations. The following are to be paid by Buyer or Seller or prorated and
apportioned on the Closing (the “Prorations”):
13.1 	Utility Charges. The Parties agree that utility and water charges (other
than assessments collected with real property assessments by the county tax assessor) shall not be
prorated in Escrow. Seller shall be liable for all such charges incurred prior to the Closing and Buyer
shall be liable for all such charges incurred after the Closing.
13.2 	Other 	Apportionments. 	Liability 	for 	real 	property 	taxes 	and
assessments and water district or water company assessments if any, shall be prorated at and as of the
Close of Escrow using the latest bills or assessments. Rent or income under all farm related, hunting
and mineral leases, if any, shall be prorated as of the Close of Escrow. 	Such prorations and
apportionments shall be made in the manner customary in the County in which the Land is located
for the sale of agricultural land.
13.3 	Survival. The provisions of this Section 13 shall survive the Closing;
provided, however, that all claims for improper proration or adjustment under this Section 13 must
be made in writing to the other Party within six months after the Closing Date.
14. 	Risk of Loss. Risk of physical loss to the Property shall be borne by Buyer
from and after the date that Buyer receives title and possession thereof. In the event of the loss or
destruction of a material part of the Property prior to the Closing, from a cause other than the
intentional act or omission or gross negligence of Buyer then, at Buyer’s sole option, and upon Buyer’s
written notice to Seller within five (5) business days of Buyer’s receipt of notification of such loss,
both Parties may be relieved of their obligations and this Agreement shall be deemed void and without
further effect, and the Bid Deposit shall be returned to Buyer, unless Seller shall restore the lost or
destroyed portion of the Property, within thirty (30) days of receipt of notice and has fully paid all
costs thereof and cleared any potential liens associated therewith or Buyer and Seller agree to reduce
the Purchase Price by the value of the lost or destroyed portion of the Property.
15. 	Assignment. 	Buyer may assign to an entity owned or controlled by Buyer,
any or all of its rights and obligations under this Agreement, including the right to purchase the
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20039.001/Sebastian PSA (EX)
Property, by giving Seller notice of such assignment at least three (3) days prior to the Close of Escrow,
containing the name of the assignee (“Authorized Assignee”) and the portion of the Property to be
acquired by such Authorized Assignee, provided that Buyer shall not be released from any liability
under this Agreement. 	Any other proposed assignment shall require the written consent of Seller,
which may be withheld at his sole discretion. Each Authorized Assignee, along with Buyer, shall be
obligated jointly and severally to fulfill all of Buyer’s duties and obligations under this Agreement with
respect to the portion of the property to be purchased by such Authorized Assignee and the warranties
and representations of Buyer shall be the warranties and representations of the Authorized Assignee.
16. 	Receivership Matters. Seller and Buyer acknowledge that this Agreement
and the sale of the Property are subject to Court approval and the consideration by Seller of alternative
bids (if any). Seller and Buyer acknowledge that to obtain such approval, Seller must demonstrate that
he has taken reasonable steps to obtain the highest or otherwise best offer possible for the Property,
including giving notice of the transactions contemplated hereby to creditors and certain other
interested parties as ordered by the Court, and conducting an auction in respect of the Property
pursuant to the Marketing Procedures Order (the “Auction”). Seller and Buyer shall use commercially
reasonable efforts to cooperate, assist, and consult with each other to secure the entry of the Marketing
Procedures Order and Sale Order following the date hereof, and to consummate the transactions
contemplated by this Agreement.
17. 	Backup Bidder. If an Auction is conducted, and Seller does not choose Buyer
as the Successful Bidder, but instead chooses Buyer as the Back-up Bidder in accordance with the
Marketing Procedures Order, Buyer will serve as the Back-up Bidder. If Buyer is chosen as the Back-
up Bidder, Buyer will be required to keep its bid to consummate the transactions contemplated by this
Agreement on the terms and conditions set forth in this Agreement (as the same may be improved
upon by Buyer prior to or at the Auction) open and irrevocable until the closing of the sale to the
Successful Bidder. If an alternative transaction with the Successful Bidder is terminated prior to the
termination of this Agreement, Buyer will be deemed to be the Successful Bidder and will forthwith
consummate the transactions contemplated by this Agreement on the terms and conditions set forth
in this Agreement (as the same may be improved upon by Buyer prior to or at the Auction).
18. 	Brokers. Buyer and Seller each represent and warrant to the other that, except
for Ca Ag Properties (“Seller’s Broker”) and Pearson Realty (“Buyer’s Broker”), neither has
engaged the services of any other real estate broker, salesperson, agent or finder, nor done any other
act nor made any statement, promise or undertaking which would result in the imposition of liability
for the payment of any other real estate brokerage commission, finder’s fee or otherwise in connection
with the transaction described herein. Seller shall be responsible for the payment of a commission or
fee to Seller’s Broker in accordance with its separate agreement therewith. 	Seller shall also be
responsible for the payment of a commission to Buyer’s Broker in the amount of two percent (2%)
of the gross sales price, but only in the event of an actual closed sale to Buyer, to be paid at the Closing
through Escrow. 	Buyer shall be responsible for the payment of any commission or fee to Buyer’s
Broker in excess of the amount paid by Seller, if any, in accordance with its separate agreement
therewith. In the event that any person or entity perfects a claim for a brokerage commission, finder’s
fee or otherwise, based upon any such agreement, statement or act, the Party through whom such
person or entity makes such claim shall be responsible therefor and shall defend, indemnify and hold
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the other Party and the Property harmless from and against such claim and all loss, cost and expense
associated therewith, including attorney’s fees.
19. 	Attorney’s Fees; Pre-litigation Dispute Resolution. Each Party shall pay
the fees and expenses of its own attorneys in connection with the preparation, negotiation, and
execution of this Agreement. In the event of any action between the Parties hereto for breach of or
to enforce any provision or right hereunder, the unsuccessful Party in such action shall pay to the
prevailing Party all costs and expenses expressly including, but not limited to, reasonable attorneys’
fees and costs, including but not limited to expert fees, incurred by the prevailing Party in connection
with such action. The Parties agree that before either institutes litigation against the other arising from
this Agreement, it will make a good faith attempt to meet with the other Party first and attempt to
resolve the dispute.
20. 	Notices. All notices and demands which either Party is required or desires to
give to the other shall be given in writing (i) by certified mail, return receipt requested with appropriate
postage paid, (ii) by personal delivery or by private overnight courier service to the address set forth
below for the respective Party, or (iii) by e-mail with an electronic confirmation of delivery; provided
that if any Party gives notice of a change of name or address, notices to that Party shall thereafter be
given as demanded in that notice. All notices and demands so given shall be effective upon receipt
by the Party to whom notice or demand is being given, except that any notice given by certified mail
shall be deemed delivered three (3) business days after deposit in the United States Mails, and any
notice given by overnight courier shall be deemed delivered one (1) business day after delivery to the
overnight courier.
If to Buyer: 	Munger Enterprises, LP
786 Road 188
Delano, CA 93215
Attn: Baldev (“David”) K. Munger
Telephone: 	661-201-7381
Email: David.munger@mungerfarms.com
With a copy to: 	Lybeck Pedreira & Justus, PLLC
7900 Southeast 28 th Street, Suite 500
Mercer Island, WA 98040
Attn: Thomas Pedreira
Telephone: (206) 230-4255
Email: tom@lpjustus.com
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If to Seller: 	Lance Miller, Receiver
c/o Pivot Group
1230 Rosecrans Avenue
Suite 300 – PMB928
Manhattan Beach, CA 90266
Attn: Lance Miller or Matt Covington
Telephone: 	424-363-0599
Email: lance.miller@pivotgrp.com and
matt.covington@pivotgrp.com
With a copy to: 	Katten Muchin Rosenman LLP
2121 North Pearl Street, Suite 1100
Dallas, TX 75201-2591
Attn: John Mitchell and Michaela Crocker
Telephone: 	214-765-3600
Email: john.mitchell@katten.com and
michaela.crocker@katten.com
And 	Cutts Law, PC
5088 N. Fruit Ave, Ste 101
Fresno, CA 93711
Attn: Lisa A. Cutts
Telephone: 	559-226-8177
Email: lac@cutts-law.com
21. 	Waivers. Any Party can waive a provision, condition or covenant contained
in this Agreement, which is included herein for the benefit of the Party making such waiver. Any such
waiver shall be in writing and delivered to the other Party and the Escrow Holder. No waiver by any
Party of any covenant, condition or breach hereunder shall be deemed a waiver of any other
subsequent covenant, condition, or breach.
22. 	Governing Law. 	This Agreement shall be governed by and construed in
accordance with California law without regard to conflict of laws principles. 	The Court shall have
exclusive jurisdiction over any legal action brought by any Party to interpret or enforce this Agreement.
To the extent the Court declines jurisdiction, any legal action brought by any Party to interpret or
enforce this Agreement shall be venued in the appropriate state or federal court sitting in the City and
County of Fresno, California.
23. 	Business Days. 	In the event that this Agreement calls for an act to be
performed, or a notice to be given, on or by a specific date, which date falls on a Saturday, Sunday, or
holiday (as defined in Section 6700 and 6701 of the California Government Code), then such act may
be performed upon or such notice given on the next business day with the same effect as if it had
been performed on the day appointed. Any reference to “business days” herein shall mean those days
other than Saturdays, Sundays, or holidays (as defined in Section 6700 and 6701 of the California
Government Code).
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24. 	WAIVER OF JURY TRIAL. 	TO THE FULLEST EXTENT THAT IT
MAY HEREAFTER BE PERMITTED BY LAW, THE PARTIES HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON 	OR 	ARISING 	OUT 	OF 	THIS 	AGREEMENT 	OR 	THE 	TRANSACTION
CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-
ENCOMPASSING 	OF 	ANY 	AND 	ALL 	DISPUTES 	(EACH 	A 	“DISPUTE”, 	AND
COLLECTIVELY, ANY OR ALL, THE “DISPUTES”) OF ANY KIND WHATSOEVER THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF
THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY, INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, ANTITRUST CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON-LAW OR STATUTORY
CLAIMS. 	THE PARTIES FURTHER WARRANT AND REPRESENT TO ONE ANOTHER
THAT IT HAS REVIEWED THIS WAIVER WITH LEGAL COUNSEL OF ITS OWN
CHOOSING, OR HAS HAD AN OPPORTUNITY TO DO SO, AND THAT IT KNOWINGLY
AND 	VOLUNTARILY 	WAIVES 	ITS 	JURY 	TRIAL 	RIGHTS 	HAVING 	HAD 	THE
OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL.
25. 	Entire 	Agreement. 	This 	Agreement 	and 	the 	Confidentiality 	and
Nondisclosure Agreement (if any) entered into between Buyer and Seller prior to the date hereof (the
“NDA”) constitute the entire agreement between the Parties hereto with respect to the subject matter
hereof and supersede all prior agreements between the Parties hereto with respect thereto. The NDA
shall continue in accordance with its terms, and shall terminate upon any Closing under this
Agreement. This Agreement may not be altered, amended, changed, terminated, or modified in any
respect or particular, unless the same shall be in writing and signed by the Party to be charged.
26. 	Pending Receivership. 	Buyer, on behalf of itself and its successors and
assigns, acknowledges, and expressly agrees that Seller is entering into this Agreement solely in his
capacity as Court-appointed receiver in the Proceeding and, as such, shall have no personal liability
for any claims arising under or related to this Agreement, the Property, or otherwise.
27. 	Bidding Procedures. The bidding procedures to be employed with respect
to this Agreement shall be those reflected in the Marketing Procedures Order. 	Buyer agrees and
acknowledges that Seller is and may continue soliciting inquiries, proposals, or offers from third parties
for any and all of the Property in connection with any pursuant to the terms of the Marketing
Procedures Order.
28. 	Validity. 	Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be valid under applicable law, but, if any provision of this
Agreement shall be invalid or prohibited thereunder, such provision shall be effective to the extent of
such prohibition without invalidating the remainder of such provision or the remaining provisions of
this Agreement.
29. 	Facsimile Electronic Signatures. For all documents to be executed by the
Parties pursuant hereto, except documents to be recorded or where originals are otherwise required
by either Party or Escrow Holder, Escrow Holder is instructed to accept, and the Parties agree to
accept, (i) facsimile or electronic e-mail signatures of the signor if the signor or his representative has
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assured Escrow Holder and the other Party that the original has been placed in regular mail to the
Escrow Holder, or (ii) DocuSign signatures of the signor.
30. 	Time. Time is of the essence of this Agreement.
31. 	Counterparts. 	This Agreement may be signed by the Parties in different
counterparts and the signature pages combined to create a document binding on all Parties.
32. 	Binding Offer. Buyer agrees that, upon written notice to Buyer by Seller that
this Agreement as executed by Buyer only (the “Offer”) is the subject of a Sale Notice (as defined in
the Marketing Procedures Order) filed with the Court, this Agreement (as may be amended by written
agreement of Seller and Buyer) shall be irrevocable for a period of 60 days from the date of such Sale
Notice or such other period as agreed to by the Parties in writing (the “Irrevocable Period”). If the
Court enters a Sale Order approving this Agreement (as may be amended by written agreement of the
Seller and Buyer), then a binding agreement of purchase and sale (without any conditions whatsoever
for the benefit of the Buyer, including any conditions for review or approval by third party advisors
of the Buyer, financial, planning, banking, legal or otherwise) comes into existence immediately upon
the Seller’s acceptance. Buyer acknowledges that this Section 32 obligates the Buyer to complete the
purchase of the Property in accordance with the terms of this Agreement (as may be amended by
written agreement of Seller and Buyer) upon Seller’s acceptance. Notwithstanding the foregoing, the
provisions of Section 14 of this Agreement shall apply during the Irrevocable Period in the event of a
casualty or condemnation affecting the Property.
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of
the date first above written.
SELLER 	BUYER
By: ______________________
Lance Miller, solely in his capacity as
Court-appointed Receiver
Date of Execution: ________________
MUNGER ENTERPRISES, LP,
a California limited liability company
By: 	UNISOURCE 	AG 	MANAGEMENTM
INC., a California corporation, 	its general
partner
By: ____________________________
BALDEV K. MUNGER
Chief Executive Officer/Secretary
Date of Execution: ________________
Effective Date:________________
Docusign Envelope ID: 9FD0BA69-B3AA-4AD1-A343-B5F73B400A9D
11/25/2025
11/25/2025
11/25/2025

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ACCEPTANCE BY ESCROW HOLDER
CHICAGO TITLE COMPANY, a California corporation, hereby acknowledges that it has
received an executed counterpart of the foregoing Purchase and Sale Agreement and Joint Escrow
Instructions and agrees to act as Escrow Holder thereunder, and to be bound by and perform the
terms thereof as such terms apply to Escrow Holder.
CHICAGO TITLE COMPANY,
a California corporation
By: _______________________________
Name: ____________________________
Title: _____________________________
Escrow Number: ____________________
Dated: _____________________________
Docusign Envelope ID: 9FD0BA69-B3AA-4AD1-A343-B5F73B400A9D

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EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED
AREA IN COUNTY OF KERN, STATE OF CALIFORNIA AND IS DESCRIBED AS
FOLLOWS:
PARCEL B OF CERTIFICATE OF COMPLIANCE, PARCEL MAP WAIVER NO. 6-14,
RECORDED SEPTEMBER 15, 2015, AS INSTRUMENT NO. 000215133772 OF OFFICIAL
RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THAT CERTAIN PORTION OF PARCEL 2 OF PARCEL MAP 9974, FILED IN BOOK 46,
PAGES 4 THROUGH 37 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, ALSO BEING A PORTION OF THE SOUTHEAST
QUARTER OF SECTION 8, TOWNSHIP 11 NORTH, RANGE 18 WEST, SAN BERNARDINO
BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN,
STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE WEST LINE OF SAID SOUTHEAST QUARTER,
DISTANT NORTH 00° 31' 17" EAST, 17.32 FEET FROM THE SOUTH QUARTER CORNER
OF 	SAID 	SECTION 	8, 	ALSO 	BEING 	A 	POINT 	OF 	INTERSECTION 	WITH 	THE
NORTHERLY RIGHT-OF-WAY LINE OF SEBASTIAN ROAD (CO. RD. NO. 1757); THENCE
NORTHERLY ON AND ALONG SAID WEST LINE, NORTH 00° 31' 17" EAST, 2,632.91
FEET TO THE CENTER CORNER OF SAID SECTION; THENCE EASTERLY ON AND
ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER SOUTH 89° 24' 28" EAST,
2,643.46 	FEET 	TO THE 	EAST 	QUARTER CORNER 	OF 	SAID 	SECTION; 	THENCE
SOUTHERLY ON AND ALONG THE EAST LINE OF SAID SOUTHEAST QUARTER
SOUTH 00° 36' 52" WEST, 1,110.52 FEET; THENCE SOUTH 00° 33' 48" WEST, 1,157.45 FEET
TO A POINT OF INTERSECTION WITH THE NORTHERLY RIGHT-OF-WAY LINE OF
SAID SEBASTIAN ROAD, DISTANT THEREON, NORTH 00° 33' 49" WEST, 9.49 FEET
FROM THE SOUTHEAST CORNER OF SAID SECTION 8; THENCE WESTERLY ON AND
ALONG SAID RIGHT-OF-WAY LINE NORTH 89° 21' 19" WEST, 0.80 FEET; THENCE
CONTINUING ON AND ALONG SAID LINE NORTH 89° 17' 53" WEST, 2,639.75 FEET TO
THE POINT OF BEGINNING.
EXCEPT ALL MINERALS AND ALL GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SUCH PROPERTY, TEJON RANCH COMPANY, A
CORPORATION, (GRANTOR, THEREIN) ITS SUCCESSORS AND ASSIGNS, RETAINING
THE EXCLUSIVE TITLE AND RIGHT TO REMOVE SAID SUBSTANCES, TOGETHER
WITH THE SOLE RIGHT TO NEGOTIATE AND CONCLUDE ADDITIONAL LEASES
AND 	AGREEMENTS WITH RESPECT TO ALL 	SUCH 	SUBSTANCES UNDER THE
PROPERTY, AND TO USE THE SURFACE OF THE PROPERTY FOR THE PURPOSES OF
PROSPECTING FOR, DEVELOPING AND/OR EXTRACTING SUCH SUBSTANCES FROM
THE PROPERTY BY MEANS OF WELLS DRILLED INTO OR THROUGH THE PROPERTY
FROM DRILL SITES LOCATED ON THE PROPERTY OR ON OTHER PROPERTY,
PROVIDED HOWEVER, THAT EXCEPT AS TO THE RIGHTS OF LESSEES UNDER THE
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EXISTING LEASES LISTED THEREINAFTER, GRANTOR, THEREIN, ITS SUCCESSORS
AND ASSIGNS SHALL HAVE NO RIGHT TO ENTER UPON THE SURFACE OF THE
PROPERTY OR TO USE THE SURFACE OF THE PROPERTY OR ANY PORTION
THEREOF, EXCEPT THE FOLLOWING ADDITIONAL RIGHTS WHICH GRANTOR,
THEREIN, FOR ITSELF AND FOR ITS SUCCESSORS AND ASSIGNS, ALSO RESERVED
THEREBY.
THE RIGHT TO OCCUPY, INSTALL, CONSTRUCT AND MAINTAIN AT ITS EXPENSE
SUCH DRILL SITES, ROADS, STORAGE AREAS AND OTHER FACILITIES WHICH IT, IN
ITS DISCRETION, DETERMINES ARE REASONABLY NECESSARY FOR PROSPECTING
FOR, DEVELOPING AND/OR EXTRACTING AND STORING SUCH MINERALS AND
SUBSTANCES; PROVIDED, HOWEVER, IN NO EVENT SHALL THE AGGREGATE AREA
OF THE SURFACE OF THE PROPERTY USED FOR THE FIRST TIME FOR ALL SUCH
PURPOSES FROM AND AFTER THE DATE THEREOF EXCEED 600 ACRES, AND
PROVIDED FURTHER THAT AS A CONDITION TO EACH SUCH USE, GRANTOR,
THEREIN, WILL DELIVER AND PAY OVER TO GRANTEE, THEREIN, AND EACH OF
ITS SUCCESSORS OR ASSIGNS, ON OR BEFORE COMMENCING SUCH USE:
(A) A NOTICE IN WRITING SPECIFYING THE AREA OF THE PROPERTY TO BE USED
AND THE TERMS AND NATURE OF SUCH USE; AND
(B) AN AMOUNT EQUAL TO THE SUM OF (I) OUT-OF-POCKET COSTS TO GRANTEE,
THEREIN, 	FOR 	PLANTING, 	CULTIVATING 	AND 	CARING 	FOR 	CROPS 	TO 	THE
EXTENT THE CROPS ARE RENDERED UN-HARVESTABLE BY SUCH USE, (II) THE
DEPRECIATED BOOK VALUE ON THE BOOKS OF GRANTEE THEREIN, OR ITS
SUCCESSORS 	OR 	ASSIGNS 	OF 	ANY 	IMPROVEMENTS 	CONSTRUCTED 	ON 	THE
PROPERTY AT THE EXPENSE OF GRANTEE, THEREIN, OR SUCH SUCCESSOR OR
ASSIGN OR PURCHASED WITH THE PROPERTY WHICH WILL BE REMOVED OR WILL
NOT BE USABLE BY GRANTEE, THEREIN BY REASON OF THE USE BY GRANTOR,
THEREIN, AND (III) AN AMOUNT EQUAL TO THE FAIR MARKET VALUE OF
GRANTEE'S ESTATE IN ANY PART OF THE PROPERTY SO USED FOR THE TERM OF
USE 	SPECIFIED 	BY 	GRANTOR, 	THEREIN, 	SUCH 	SUM 	BEING 	THEREINAFTER
REFERRED 	TO 	AS 	THE 	"LOSS 	TO 	GRANTEE", 	ALL 	AS 	DETERMINED 	BY 	AN
APPRAISER WHO IS A MEMBER OF THE AMERICAN INSTITUTE OF REAL ESTATE
APPRAISERS, DESIGNATED BY GRANTEE, THEREIN. IN CONSIDERATION OF SUCH
RESERVATIONS, GRANTOR, THEREIN, COVENANTS AND AGREES TO PAY OVER TO
GRANTEE, THEREIN, OR TO ANY SUCCESSOR OR ASSIGN OF GRANTEE, THEREIN,
DESIGNATED 	BY 	GRANTEE, 	THEREIN, 	UPON 	RECEIPT, 	ALL 	PAYMENTS 	IN
COMPENSATION FOR DAMAGE TO CROPS, IMPROVEMENTS ON THE PROPERTY OF
FOR LOSS OR USE OF THE PROPERTY RECEIVED BY GRANTOR, THEREIN, FROM OIL
LESSER UNDER THE LEASES NAMED ABOVE (EXCEPT PAYMENTS FOR NOT TO
EXCEED 	300 	ACRES 	OF 	THE 	PROPERTY 	CONVEYED 	THEREBY 	PRESENTLY
OCCUPIED 	BY 	SUCH 	LESSEES) 	OR 	ANY 	OTHER 	LEASE 	MADE 	BY 	GRANTOR,
THEREIN, UNDER ITS RESERVED RIGHTS THEREUNDER, AND IN ADDITION TO
PAY TO GRANTEE, THEREIN, OR SUCH DESIGNATED SUCCESSOR OR ASSIGN, THE
DIFFERENCE BETWEEN SUCH AMOUNTS PAID OVER AND THE LOSS TO GRANTEE,
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20039.001/Sebastian PSA (EX)
THEREIN, DETERMINED IN THE SAME MANNER AS PROVIDED ABOVE, EXCEPT
THAT REFERENCES TO USE BY GRANTOR, THEREIN, SHALL BE DEEMED TO REFER
TO USE BY, THE OIL LESSEE, PROVIDED, HOWEVER, THAT ANY SUCH SUCCESSOR
OR ASSIGN SHALL BE ENTITLED TO RECEIVE ONLY THAT PORTION OF THE LOSS
TO GRANTEE, THEREIN, AS SHALL BE ATTRIBUTABLE TO THE ESTATE OF SAID
SUCCESSOR OR ASSIGN AS DETERMINED BY SAID APPRAISER.
ALL EXPENSES OF ANY APPRAISAL REQUIRED THEREUNDER WILL BE PAID BY
GRANTOR, THEREIN, AS RESERVED AND EXCEPTED IN THE DEED FROM TEJON
RANCH CO., A CORPORATION, TO TEJON AGRICULTURAL PARTNERS, A LIMITED
PARTNERSHIP, ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA,
RECORDED AUGUST 16, 1972, IN BOOK 4712, PAGE 24 OF OFFICIAL RECORDS, AS
INSTRUMENT NO. 11817.
APN: 238-340-25
END OF DESCRIPTION
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EXHIBIT B
MARKETING PROCEDURES ORDER
(attached)
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UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF CALIFORNIA
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, et al.,
Plaintiffs,
v.
ACDF, LLC, et al.,
Defendants.
No. 1:24-cv-01102-KES-SAB
ORDER ESTABLISHING MARKETING,
BID, AND AUCTION PROCEDURES FOR
RECEIVERSHIP PROPERTIES
(Doc. 190)
On March 31, 2025, Receiver Lance Miller filed a Motion for Order Establishing
Marketing, Bid, and Auction Procedures for Receivership Properties, Doc. 190 (the “Motion”),
and calendared the Motion for hearing on May 5, 2025. On April 29, 2025, Receiver filed a
Notice of Non-Opposition and Non-Objection to the Motion, noting that the only response to the
Motion had been withdrawn.1 Doc. 203. The Motion is unopposed and the deadline to oppose
the Motion has passed.2 Accordingly, the Motion is SUBMITTED without oral argument
1 American Equity Investment Life Insurance Company filed a response, Doc. 198, then
withdrew the response, Doc. 201. No other responses were filed.
2 Prior to the date on which the Motion was filed, defendants filed a separate Motion to
Implement Procedures Coordinating Receivership Sale Processes. Doc. 173. The Court denied
defendants’ motion at a hearing on March 31, 2025, for the reasons stated on the record. Doc.
Case 1:24-cv-01102-KES-SAB Document 204 Filed 05/01/25 Page 1 of 6
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pursuant to Local Rule 230(g), and the hearing currently set for May 5, 2025, is VACATED. The
Court issues the following written order.
Having read and considered the Motion and the evidence submitted therewith, the now-
withdrawn response thereto, and good cause appearing therefor, the Court finds that notice of the
Motion was adequate under the circumstances and that the below Sale Procedures meet all
statutory requirements for sales of real property by receivers within this district. Accordingly, it
is hereby ORDERED THAT:
The Motion is granted, and the Court hereby approves the below sale procedures
(the “Sale Procedures”) with respect to the Properties being marketed by Ca Ag Properties
(“Broker”):
Sale Procedures
1. Marketing:
a. Listing Services. The Broker will publish the listing of the Properties on
commercially reasonable sites and databases and take commercially reasonable actions to show
the Properties.
b. Publication of Sale. The Broker will list each proposed sale in the Fresno
Bee or other local newspaper at least once per week for four weeks from the date of entry of this
Order (the “Publication Period”) in compliance with 28 U.S.C. § 2002. Any Auction of or Sale
Hearing (each as defined below) regarding a Property shall not occur before the conclusion of the
Publication Period. The publication of the sale shall include a short description of the
Property(ies) and contact information for the Broker (phone number and/or website link) and state
that the sale is subject to Court approval. The date of the Auction or Sale Hearing may be
undetermined at the time of publication.
c. Overbidding. If the Broker receives a bid, the Broker will continue to
market the subject Property for higher and better bids until the deadline to submit bids for
Auction, as set forth in the Sale Notice (defined below), has passed.
192; see Doc. 194. Defendants did not file an opposition to the present Motion.
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2. Auction and Sale Hearing. If more than one bidder becomes qualified to bid for
the purchase of a Property, an auction will be held by the Receiver or his designee at Ca Ag’s
office, 740 W. Alluvial, Suite 102, Fresno, CA 93711, at a date to be determined by the
Receiver and noticed, which shall not be before the conclusion of the Publication Period (the
“Auction”). The Receiver shall also set a hearing date before the Court for consideration of the
confirmation of the terms of any sale to the successful bidder (the “Sale Hearing”). The Sale
Hearing shall be set on a date at least three (3) days after the date of the Auction. At the Sale
Hearing, the Receiver may seek confirmation of the sale to the successful bidder and entry of an
order authorizing the Receiver to sell the Properties on an “as is” basis free and clear of liens,
claims, and encumbrances, other than easements, rights of way, and other senior encumbrances
running with the land, to the fullest extent permitted by law (collectively, the “Interests”) with
such Interests, if any, attaching to the proceeds of the sale (“Sale Proceeds”) with the same force
and in the same priority as currently exists. If only one bidder timely submits a qualified bid,
then the Receiver will request entry of an order at the Sale Hearing without holding an Auction.
For the avoidance of doubt, nothing in this Order authorizes the Receiver to sell property free
and clear of Interests. Sales of properties free and clear of Interests will only occur upon further
notice and order of this Court and parties’ rights to object to such sale are preserved.
3. Qualification to Bid. To submit a qualified bid, a prospective purchaser must
submit its bid in writing by a date noticed by the Receiver in the applicable Sale Notice and such
bid must clearly include the following terms or information (a “Qualified Bid” and a “Qualified
Bidder”):
a. Deposit. A deposit of 10% of the purchase price which must be delivered
to the Receiver with the Qualified Bid (the “Deposit”). The Receiver will hold the Deposit in
trust or escrow pending approval of the Court. The Deposit shall be nonrefundable unless:
i. Another bidder is the successful bidder at Auction and the Qualified
Bidder does not wish to be deemed a backup bidder; or
ii. The Court does not approve the sale through no fault of the
Qualified Bidder.
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b. Contingencies. As of the date of the Auction or Sale Hearing, as
applicable, there will be no outstanding contingencies other than Court approval.
c. Subject to Overbid at Auction and Court Approval. The sale is subject
to overbidding at Auction, if applicable, and Court approval.
d. No Liability of Receiver. The Receiver shall have no liability under any
circumstances, and the Qualified Bidder’s only recourse in the event of alleged breach by
Receiver is return of its Deposit.
e. Good Faith. The Qualified Bidder must submit with its Qualified Bid a
declaration signed under penalty of perjury disclosing any connections such bidder has to the
Receiver, the Broker, any owner, borrower, or insider thereof, any creditor, or other interested
party, and that it has not, and will not, collude with any other potential purchasers or anyone else
with respect to the sale.
f. Ability to Close. A Qualified Bid must be accompanied by evidence of the
bidder’s financial ability to close unconditionally in form and substance satisfactory to the
Receiver in his discretion in consultation with Plaintiffs.
g. Purchase and Sale Agreement. The Qualified Bid shall include a signed
Purchase and Sale Agreement in form and content satisfactory to the Receiver in his discretion, in
consultation with Plaintiffs, indicating a readiness to immediately enter escrow. The Broker will
provide a form of Purchase and Sale Agreement, and the Qualified Bidder must provide a redline
with the Qualified Bid reflecting any revisions to such form.
4. Stalking Horse Terms. The Receiver may, in his sole discretion and in
consultation with Plaintiffs, offer incentives to initial bidders who submit Qualified Bids as
defined above to serve as a “Stalking Horse Bidder,” meaning that such bidder will submit an
initial offer subject to overbid at Auction. Such Stalking Horse bids may include the following
term in addition to other terms determined by the Receiver in the Receiver’s discretion, in
consultation with Plaintiffs:
a. Breakup Fee. The Receiver may offer a breakup fee of up to 2% of the
initial bid amount to a Stalking Horse Bidder that will be paid if, and only if, an overbidder other
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than the Stalking Horse Bidder is the successful purchaser of the Property after Auction, Court
approval, and closing of such sale.
5. Dates and Deadlines. The Receiver may schedule, reschedule, continue, adjourn,
extend or modify any dates and deadlines or other terms relating to any provisions of these Sale
Procedures in the Receiver’s discretion, in consultation with Plaintiffs, including the Auction or
Sale Hearing.
6. Notice of Sale Hearing and Auction. The Auction or Sale Hearing will be held
after the conclusion of the Publication Period. The Receiver will give not less than 21 days’
written notice of any Auction or Sale Hearing (the “Sale Notice”) to the parties entitled to notice
in this case and to parties who have submitted a Qualified Bid. The Sale Notice will include the
initial overbid amount and initial minimum bidding increments and any other details the
Receiver deems appropriate including the Plaintiffs’ estimated secured loan payoff amount and
the payoff amount of any junior lienholders. The initial overbid amount must be enough to pay
the breakup fee, if any, plus an increase in value, taking account of any applicable commissions,
in the Receiver’s discretion in consultation with Plaintiffs. Creditors may file objections to a
proposed sale not less than 7 days before the Sale Hearing. The Receiver may file any reply not
less than 2 days before the Sale Hearing.
7. Sale Free and Clear of Interests. The Receiver is seeking to sell the Property(ies)
free and clear of all Interests, with such Interests to attach to the Sale Proceeds to the same extent
and with the same priority as existed immediately prior to the sale. The Sale Notice filed with
the Court in advance of the hearing will set forth estimated Sale Proceeds and the proposed
distribution of net proceeds to occur upon closing of the proposed sale. For the avoidance of
doubt, nothing in this Order authorizes the Receiver to sell property free and clear of Interests.
Sales of properties free and clear of Interests will only occur upon further notice and order of this
Court and parties’ rights to object to such sale are preserved.
8. Amendments or Modifications. The Receiver may amend, modify, supplement,
or change these Sale Procedures in the Receiver’s discretion, in consultation with Plaintiffs, as
necessary or appropriate to run this sales process, with all terms ultimately being subject to
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Court approval at the conclusion of the Sale Hearing.
9. Credit Bidding. Plaintiffs have the option to credit bid the full amount of its
secured claims without any premium to be paid therefor. Junior lienholders may credit bid the
full amount of their secured claims; however, such credit bid will only be considered a Qualified
Bid if accompanied by amounts sufficient to satisfy all senior liens in full at sale closing.
10. Sale Order. Promptly upon the conclusion of the Sale Hearing contemplated
herein, the Receiver will submit a sale order confirming the sale to the successful bidder free and
clear of all Interests, designating any backup bidders, making such other appropriate findings
and rulings as may be requested by the Receiver at or before the hearing, including findings
regarding the good faith of any Qualified Bidder, and providing that the sale shall close by such
date determined by the Receiver (the “Sale Order”). If the Receiver complies with these Sale
Procedures, which are consistent with 28 U.S.C. § 2001, no further motion must be filed before
entry of the Sale Order.
11. Compliance with Receivership Order. Nothing in this Order is intended to, nor
shall, override any notice, veto, consultation or consent rights held by Plaintiffs pursuant to the
Receivership Order.
IT IS SO ORDERED.
Dated: May 1, 2025
UNITED STATES DISTRICT JUDGE
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20039.001/Sebastian PSA (EX)
EXHIBIT C
FORM OF SALE ORDER
(attached)
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Before the Honorable Kirk E. Sherriff, United States District Judge, is the Notice of
Proposed Auction and Sale of Real Property (Sebastian) [Dkt. No. ___] (the “Sale Notice”) filed
by Lance Miller, solely in his capacity as Court-appointed receiver in the above-captioned case (the
“Receiver”) for entry of an order (a) authorizing the Receiver to sell the Property1 free and clear of
liens, claims, and encumbrances, other than easements, rights of way, and other encumbrances
running with the land, to the fullest extent permitted by law (collectively, the “Interests”) with such
Interests attaching to the proceeds of the sale (“Sale Proceeds”) with the same force and in the same
priority as existed immediately prior to the Closing Date; (b) authorizing the Receiver to pay,
1 Capitalized terms used herein shall have the meanings ascribed in the Purchase and Sale
Agreement attached hereto as Exhibit A (the “PSA”)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF CALIFORNIA
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, et al.,
Plaintiffs,
v.
ACDF, LLC; ASSEMI AND SONS, INC.;
AVILA RANCH EA, LLC; BEAR FLAG
FARMS, LLC; C & A FARMS, LLC;
CANTUA ORCHARDS, LLC; DA REAL
ESTATE HOLDINGS, LLC; FAVIER
RANCH, LLC; FG2 HOLDINGS LLC;
GRADON FARMS, LLC; GRANVILLE
FARMS, LLC; GRANTLAND HOLDINGS
NO. 1, LLC; GRANTLAND HOLDINGS NO.
2, LLC; GRANTOR REAL ESTATE
INVESTMENTS, LLC; GVM
INVESTMENTS, LLC; GV AG, LLC;
LINCOLN GRANTOR FARMS, LLC;
MARICOPA ORCHARDS, LLC; PANOCHE
PISTACHIOS, LLC; SAGEBERRY FARMS,
LLC; DEREK BELL; and RACHEL MARIE
WHITE,
Defendants.
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER (I)
AUTHORIZING SALE OF REAL
ESTATE FREE AND CLEAR OF
INTERESTS; (II) AUTHORIZING
THE PAYMENT OF SALE-
RELATED COSTS; AND (III)
GRANTING RELATED RELIEF
(SEBASTIAN)
[Related to Dkt. No. ___]
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without further order of the Court, all sale-related costs and expenses, including break-up fees (if
applicable), commissions, and transaction fees (but excluding the Receiver’s attorneys’ fees); and
(c) granting related relief. The Court hereby finds that:2 (a) the marketing and sale of the Property
was held in accordance with the Order Establishing Marketing, Bid, and Auction Procedures for
Receivership Properties [Dkt. 204] (the “Bidding Procedures Order”); (b) it has jurisdiction over
the Property and the parties in this case, including exclusive jurisdiction over the administration,
control, and possession of the Property; (c) it has the statutory authority to enter this Order, including
pursuant to 28 U.S.C. § 2001 and Rule 55 of the Federal Rules of Civil Procedure; and (d) due and
proper notice of the Sale Notice was given and no other or further notice is necessary. The Court
further finds that:
A. 	This Order constitutes a final order. Notwithstanding Rule 54(b) of the Federal Rules
of Civil Procedures, the Court expressly finds that there is no just reason for delay in the
implementation of this Order.
B. 	The Court entered the Bidding Procedures Order on May 1, 2025, that, among other
things, established the procedures in connection with the marketing, auction, and sale of the Property
(the “Bidding Procedures”) and granted related relief.
C. 	As demonstrated by (i) the testimony and other evidence submitted by declaration and
adduced at the Sale Hearing, including the declarations submitted by Lance Miller and Cameron
Kay and (ii) the representations of counsel made on the record at the Sale Hearing, all aspects of the
sale process, including notice thereof, have been conducted in compliance with the Bidding
Procedures and Bidding Procedures Order.
D. 	In compliance with the Bidding Procedure Order, the Receiver published notice of the
Auction and proposed sale in the following publications: The Business Journal, Bakersfield
Californian, Madera Tribune, Merced Sun-Star, and the Visalia Times Delta, at least once weekly
2 The findings and conclusion set forth herein constitute this Court’s findings of fact and conclusions
of law pursuant to Rule 52 of the Federal Rules of Civil Procedure. To the extent a finding of fact
constitutes a conclusion of law, or a conclusion of law a finding of fact, they are adopted as such.
The Court’s finding and conclusions set forth at on the record at the Sale Hearing are incorporated
herein by reference.
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from approximately June 4, 2025, through June 25, 2025. See Proof of Service by Publication [Dkt.
No. 223].
E. 	The Receiver has demonstrated good, sufficient, and sound business purpose and
justifications for the sale and other transactions contemplated in the PSA, and such actions are an
appropriate exercise of the Receiver’s business judgment and in the best interest of the receivership
estate.
F. 	The Receiver conducted the marketing and auction process in accordance with the
order appointing the Receiver in this case (as amended, the “Receivership Order”), the Bidding
Procedures, and the Bidding Procedures Order. The marketing and auction process set forth in the
Bidding Procedures Order afforded a full, fair, and reasonable opportunity for any person or entity
to make a higher or otherwise better offer to purchase the Property, and Receiver afforded potential
purchasers a full and fair opportunity to make higher and better offers for the Property.
G. 	The Receiver conducted the sale process for the Property without engaging in any
collusion and in accordance with the Bidding Procedure and the Bidding Procedures Order.
Following the Bid Deadline, the Receiver determined in the sound exercise of his business
judgment, in consultation with Plaintiffs, that MUNGER ENTERPRISES, LP (“Buyer”) submitted
the highest or otherwise best offer for the Property.
H. 	The Receiver and Buyer have acted at arm’s length and in good faith with respect to
the proposed sale, and the Purchase Price represents the highest or otherwise best offer for the
Property. The Receiver’s determination that the PSA executed by Buyer constitutes the highest and
best offer for the Property constitutes a valid and sound exercise of the Receiver’s business
judgment.
I. 	The purchase price for the Property constitutes (i) reasonably equivalent value under
the Uniform Fraudulent Transfer Act, (ii) fair consideration under the Uniform Fraudulent
Conveyance Act, and (iii) reasonably equivalent value, fair consideration, and fair value under any
other applicable laws of the United States, any state, territory or possession of the United States or
the District of Columbia.
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J. 	Except as expressly set forth in the PSA, the Buyer shall have no liability,
responsibility, or obligations of any kind or nature whatsoever for any Interest of or against the
Defendants, or otherwise related to the Property, by reason of the transfer of the Property to the
Buyer. 	The Buyer is not acquiring or assuming any Interest, except as expressly set forth in the
PSA.
K. 	Pursuant to this Order and the Receivership Order, the Receiver has full power and
authority to execute, deliver, and perform the obligations under the PSA and all other documents
and transactions contemplated thereby and no consents or approvals, other than those expressly
provided for herein or in the PSA, are required for the Receiver to consummate the sale transaction.
As of the Closing Date, the transfer of the Property to the Buyer will be a legal, valid, and effective
transfer thereof, and vests the Buyer with all right, title, and interest of the Defendants and the
Receiver in and to the Property free and clear of all Interests accruing or arising any time prior to
the Closing Date, except as expressly set forth in the PSA.
L. 	Sale of the Property other than free and clear of Interests, and without the protections
of this Order, would impact materially and adversely the value the Receiver would be able to obtain
for the Property. In addition, Plaintiffs have consented to the sale of the Property free and clear of
their respective Interests. Other holders of Interests, if any, who did not object, or who withdrew
their objections, to the Sale Notice are deemed to have consented. Therefore, approving of the PSA
and the consummation of the sale of the Property free and clear of Interests is appropriate under 28
U.S.C. § 2001, the Receivership Order and the interests of equity, and is in the best interests of the
Receivership estate, creditors, and other parties in interest.
M. 	Buyer is the designated Successful Bidder and the Buyer’s PSA is designated as the
Successful Bid in accordance with the Bidding Procedures.
N. 	[_____________ (the “Back-up Bidder”) is designated as the Back-up Bidder and
Back-up Bidder’s purchase and sale agreement (the “Back-up PSA”), which is attached hereto
as Exhibit B, is designated as the Back-up Bid. The Back-up Bidder has compiled in all respect
with the Bidding Procedures Order an all other applicable orders of this Court in negotiating
and entering into the Back-up PSA.]
Docusign Envelope ID: 9FD0BA69-B3AA-4AD1-A343-B5F73B400A9D

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[PROPOSED] ORDER
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O. 	The Receiver’s (i) publication of notice of the opportunity to purchase the Property,
the Bidding Procedures, and solicitation of bids for the Property as set forth above, (ii) solicitation
of bids for the Property through the Receiver’s and his professionals’ efforts to market the Property,
and (iii) conduct of the Auction in Fresno, California, establish the Receiver’s satisfaction of the
public sale requirements in 28 U.S.C. §§ 2001 and 2002. To the extent the Receiver has not fully
satisfied the provisions of 28 U.S.C. §§ 2001 and 2002, he is excused from compliance for cause
shown.
Accordingly, it is hereby:
ORDERED that the Receiver’s request to sell the Property is granted as set forth herein and
all objections to the Sale Notice, to the extent not resolved or withdrawn on the record, are overruled
on the merits. All persons and entities who received notice of the Sale Notice and/or the Sale Hearing
that failed to timely object thereto as deemed to have consented to the relief sought in the Motion
and set forth in this Order;
IT IS FURTHER ORDERED that the Receiver is authorized to enter into and consummate
the transactions set forth in the PSA with Buyer or its assignee as the Successful Bidder in
accordance with the Bidding Procedures Order [or, to the extent Buyer is unwilling or unable to
close under the PSA, to Back-up Bidder pursuant to the Back-up Bidder PSA]. The Receiver
is authorized to act on behalf of Defendants in connection with the sale and conveyance of title to
the Property to Buyer and no other consents or approvals are necessary or required for the Receiver
to carry out the sale and conveyance. All persons and entities are hereby prohibited and enjoined
from taking any action that would adversely affect or interfere with the ability of the Receiver to
sell and transfer the Property in accordance with the terms of this Order or the PSA.
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property pursuant
to the terms of the PSA;
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property to Buyer
free and clear of Interests, with such Interests attaching to the Sale Proceeds with the same force
and in the same priority as existed immediately prior to the Closing Date;
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IT IS FURTHER ORDERED that the Receiver is authorized to pay, without further Court
order, all sale-related costs and expenses, including closing costs, real estate taxes, title insurance,
prorations, recording fees, and commissions (but specifically excluding attorneys’ fees);
IT IS FURTHER ORDERED that the Receiver is authorized to pay, without further Court
order, the net proceeds of the sale to Plaintiffs in partial satisfaction of their liens.
IT IS FURTHER ORDERED that the Receiver is authorized to enter into any documents
reasonably necessary or desirable to implement the terms of this Order and effectuate the sale of the
Property and to take all further actions as may reasonably be requested by Buyer for the purposes
of assigning, transferring, granting and conveying to the Buyer, as may be necessary or appropriate
to the performance of the Receiver’s obligations hereunder. The Receiver is also authorized to
execute any documents on behalf of the Defendants to the extent necessary to complete;
IT IS FURTHER ORDERED that Property shall be transferred on an “AS IS,” “WHERE,
IS,” and “WITH ALL FAULTS” basis. All sale documents shall provide language substantially
similar to the following: “Buyer acknowledges and agrees that Buyer is purchasing the Property
‘as-is’, ‘where-is’, and ‘with all faults’ as of the Closing Date, and Buyer further acknowledges and
agrees that Seller hereby expressly disclaims any and all implied warranties concerning the
condition, value and quality of the Property and any portions thereof, including, but not limited to,
the implied warranties of habitability, merchantability, or fitness for a particular purpose. 	Buyer
acknowledges that no warranty has arisen through trade, custom or course of dealing with Seller;”
IT IS FURTHER ORDERED that the holders of any Interests in the Property shall be
prohibited from pursuing or asserting such Interests against Buyer, any of its assets, property,
successors or assigns, or the Property.
IT IS FURTHER ORDERED that, except with prior leave of this Court, all persons or
entities with notice of this Order are prohibited from (a) commencing, prosecuting, continuing or
enforcing any action against the Receiver related to the Property or the Sale Proceeds (except that
such actions may be filed, but not prosecuted, to toll any statute of limitations), (b) taking any action
to interfere with the Receiver’s management, control or possession of the Property or the Sale
Docusign Envelope ID: 9FD0BA69-B3AA-4AD1-A343-B5F73B400A9D

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Proceeds, or (c) interfering in any manner with the exclusive jurisdiction of this Court over the
Property or the Sale Proceeds.
IT IS FURTHER ORDERED that, on and after the Closing Date, any persons holding an
Interest shall execute such documents and take all other actions as may be reasonably necessary to
further demonstrate the release of their respective Interests in the Property, as such Interests may
have been recorded or otherwise filed. Buyer may, but shall not be required to, file a certified copy
of this Sale Order in any filing or recording office in any federal, state, county or other territory or
jurisdiction in which Property is located, or with any other appropriate clerk or recorded with any
other appropriate recorder, and such filing or recording shall be accepted and shall be sufficient to
release, discharge, and terminate any of the Interests as set forth in this Sale Order as of the Closing
Date. All persons and entities that are in possession or control of any portion of the Property on the
Closing Date shall promptly surrender possession and control thereof to the Buyer on, or as soon as
reasonably practicable after, the Closing Date.
IT IS FURTHER ORDERED that the Receiver shall serve a copy of this Order on all
parties known to have asserted an Interest in the Property. The Receiver is authorized to file a copy
of this Order in any court where an action is pending involving the Property.
IT IS FURTHER ORDERED that nothing contained herein shall prevent the Receiver
from seeking additional relief from this Court related to the PSA, the Property, or the Sale Proceeds.
[IT IS FURTHER ORDERED that, should Buyer fail to close on the sale pursuant to
and in accordance with the terms of the PSA (as may be amended by written agreement of the
Receiver and Buyer), and without further order from the Court, the Receiver is hereby
authorized and empowered to sell the Property to Back-up Bidder, execute and deliver the
Back-up Bidder PSA, and to implement and consummate all of the transactions and perform
all obligations contemplated by the Back-up Bidder PSA and this Sale Order as if the Back-
up Bidder were the Successful Bidder at Auction, and the Back-up Bidder shall be entitled to
all the findings and protections of this Sale Order provided to the Buyer. In the event of a sale
to Back-up Bidder, Back-up Bidder shall be substituted as “Buyer” as defined in this Order.]
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IT IS FURTHER ORDERED that this Order and the terms and provisions of the PSA shall
be binding on Defendants, all of Defendants’ creditors (whether known or unknown), Buyer, [Back-
up Bidder,] and their respective affiliates, successors and assigns, and any affected third parties,
including, but not limited to, all persons asserting any interest in the Property. The provisions of this
Order and the terms and provisions of the PSA, and any actions taken pursuant hereto or thereto,
shall survive the entry of any order for relief under title 11 of the United States Code, and shall be
binding on Defendants and their successors and assigns, including any debtor-in-possession or any
trustee appointed under title 11 of the United States Code, or similar custodian or fiduciary
appointed over Defendants or their assets.
IT IS FURTHER ORDERED that this Order shall be effective immediately upon entry.
IT IS FURTHER ORDERED that this Court shall retain exclusive jurisdiction over any
disputes arising from or related to the Property, the PSA, or the implementation or interpretation of
this Order.
Dated: __________________
_________________
Hon. Kirk E. Sherriff
United States District Court
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20039.001/Sebastian PSA (EX)
EXHIBIT D
FORM OF RELEASE
______________________________________ 	(“Buyer”), 	[as 	successor 	by 	assignment 	to
______________], and LANCE MILLER, solely in his capacity as court-appointed receiver (the
“Seller”) in the case styled The Prudential Insurance Company of America and PGIM Real Estate Finance,
LLC v. ACDF, LLC et. al., Case No. 1:24-cv-01102-KES-SAB pending in the U.S. District Court for
the Eastern District of California (the “Court”) have previously entered into that certain Purchase
and Sale Agreement and Joint Escrow Instructions dated _________________ (as such may have
been amended, prior to the date hereof, the “Agreement”). Unless otherwise indicated, capitalized
terms not otherwise defined herein shall have the meanings given to them in the Agreement.
As material consideration for Seller’s obligations under the Agreement, effective as of the Closing
Date, Buyer on behalf of itself and its members, managers, partners, officers, directors, and employees
(collectively, including Buyer, “Releasors”), hereby releases Seller, The Prudential Insurance
Company of America, PAR U Hartford Life & Annuity Comfort Trust, PGIM Real Estate Finance,
LLC, and their respective partners, professionals, agents, employees, shareholders, members, affiliates,
principals, beneficiaries, subsidiaries, successors, and assigns (collectively with Seller, “Releasees”)
from any and all complaints, claims, charges, claims for relief, demands, suits, actions and causes of
action, whether in law or in equity, which Buyer asserts or could assert at common law or under any
statute, rule, regulation, order or law, whether federal, state or local, on any ground whatsoever,
whether or not known, suspected, liquidated, contingent or matured, with respect to any event, matter,
claim, occurrence, damages or injury (collectively, “Claims”), to the extent arising out of a condition
or state of the Property, including the value of the Property or its suitability for Buyer’s use.
Buyer, on behalf of itself, its successors, assigns and successors-in-interest and such other persons and
entities, hereby waives the protections and benefits afforded California Civil Coe Section 1542,
acknowledging that its waivers and releases herein are being made after obtaining the advice of counsel
and with full knowledge and understanding of the consequences and effects of such waivers and
releases, and that California Civil Code Section 1542 provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR
OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY
HIM 	OR 	HER, 	WOULD 	HAVE 	MATERIALLY 	AFFECTED 	HIS 	OR 	HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
______
Buyer’s Initials
Notwithstanding anything stated to the contrary in this Agreement, the foregoing release shall not
extend to (and shall expressly exclude) claims arising from Seller’s intentional fraud.
This Release is made by Buyer for the benefit of Seller and the Releasees on ___________.
[Buyer Signature Block]
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20039.001/Sebastian PSA (EX)
EXHIBIT E
Form of Deed
Recording Requested By And
When Recorded Return To:
Mail Tax Statements To:
(SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY)
GRANT DEED
THE UNDERSIGNED RECEIVER DECLARES:
DOCUMENTARY TRANSFER TAX IS $______
___ Unincorporated Area 	____ City of ______
___Computed on full value of interest or property conveyed, or
___Computed on full value less value of liens or encumbrances remaining at time of sale
Assessor’s Parcel No. _______________
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LANCE
MILLER, solely in his capacity as court-appointed receiver (the “Grantor”) pursuant to the
_______________________________(“Sale Order”) entered in the case styled The Prudential
Insurance Company of America and PGIM Real Estate Finance, LLC v. ACDF, LLC et. al., Case No. 1:24-
cv-01102-01455-KES-SAB, pending in the U.S. District Court for the Eastern District of California,
does hereby grant, sell and convey to __________________________ 	(“Grantee”), the following
described real property and improvements thereon, in the County of Kern, State of California, and more
particularly described as follows:
See Exhibit A, attached hereto and incorporated by reference.
Together with all of Grantor’s right, title and interest in and to the improvements and structures thereon, and
all privileges, easements, appurtenances, rights-of way, and hereditaments appertaining to the same, and subject
to all matters of record and all matters that would be reflected on an accurate survey at the time of recordation
of this deed.
THE PROPERTY IS CONVEYED TO GRANTEE WITHOUT ANY COVENANTS OR WARRANTIES,
EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THE SALE ORDER, AND SPECIFICALLY
EXCLUDES 	THOSE 	IMPLIED 	COVENANTS 	DESCRIBED 	IN 	CALIFORNIA 	CIVIL 	CODE
SECTION 1113.
MAIL TAX STATEMENTS AS SET FORTH ABOVE
Dated: ________________, 202_ 	____________________________
LANCE 	MILLER, 	solely 	in 	his
capacity as Court-appointed Receiver
[attach legal description exhibit and notary ack]
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20039.001/Sebastian PSA (EX)
EXHIBIT F
Form of Bill of Sale
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged,
LANCE MILLER, solely in his capacity as court-appointed receiver (the “Seller”) pursuant to the
_______________________________(“Sale Order”) entered in the case styled The Prudential
Insurance Company of America and PGIM Real Estate Finance, LLC v. ACDF, LLC et. al., Case No. 1:24-
cv-01102-KES-SAB, pending in the U.S. District Court for the Eastern District of California , does
hereby sell, bargain, assign, transfer, convey and deliver to ________________________________ (“Buyer”),
all of Seller’s rights, title, interests in and to the Improvements, Crops (for the 2026 crop year and following),
Oil Gas and Mineral Rights, and Water Rights (in so far as any of the foregoing are personal property) (the
“Personal Property”), as such terms are defined in that certain Purchase and Sale Agreement and Joint Escrow
Instructions dated _________________________ by and between Buyer and Seller (the “Purchase
Agreement”), for the real property situated in Kern County, California as more particularly described in
Exhibit A attached hereto and incorporated herein by reference. The Personal Property is conveyed free and
clear of all liens and encumbrances, except for the Permitted Exceptions (as defined in the Agreement).
IT IS UNDERSTOOD AND AGREED THAT BUYER 	HAS EXAMINED THE PERSONAL
PROPERTY HEREIN SOLD AND THAT THIS SALE IS MADE “AS IS, WHERE IS” AND SELLER
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OTHER THAN THE WARRANTY OF TITLE
SET FORTH ABOVE, AS TO THE PERSONAL PROPERTY INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed and delivered as of
______________________, 202__
SELLER
______________________
LANCE MILLER, solely in his capacity as
Court-appointed Receiver
[attach legal description exhibit]
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20039.001/Sebastian PSA (EX)
EXHIBIT G
Form of Assignment Agreement
ASSIGNMENT AGREEMENT
THIS 	ASSIGNMENT 	AGREEMENT 	(“Assignment”) 	is 	entered 	into 	effective 	as 	of
___________________, 202__ (“Effective Date”), by and between LANCE MILLER, solely in his
capacity 	as 	court-appointed 	receiver 	(the 	(“Assignor”), 	pursuant 	to 	the
_______________________________(“Sale Order”) entered in the case styled The Prudential
Insurance Company of America and PGIM Real Estate Finance, LLC v. ACDF, LLC et. al., Case No. 1:24-
cv-01102-KES-SAB, pending in the U.S. District Court for the Eastern District of California , and
_____________________(“Assignee”).
A. 	Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint
Escrow Instructions, dated _________________ (the “Purchase Agreement”), with respect to the
purchase and sale of the property described in Exhibit A, attached hereto and incorporated by
reference (the “Property”).
B. 	Assignor and Assignee closed the purchase and sale of the Property on the date hereof, and
pursuant to the Purchase Agreement and Sale Order, Assignor has agreed to assign to Assignee all of
its right, title and interest under those contracts affecting the Property as set forth on Exhibit B,
attached hereto and incorporated by reference (the “Assigned Contracts”).
NOW, THEREFORE, Assignor and Assignee, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and agreed, agree as follows.
1. 	Assignor hereby assigns to Assignee all its the right, title, obligation, and interest as in and to
the Contracts, subject to the receipt of any consents of the counterparties required thereunder, from
and after the Effective Date. 	Assignee hereby assumes the right, title, obligation, and interest, and
agrees to perform all obligations of Assignor under the Contracts to be performed after the date
hereof.
2. 	Assignee shall indemnify, defend, and hold Assignor harmless from all obligations on the part
of Assignee arising under the Contracts from and after the Effective Date, and from all claims,
judgments, injuries, losses, liabilities, costs and expenses (including, without limitation, reasonable
attorneys’ fees and disbursements) incurred in connection therewith.
4. 	Assignor has not previously assigned the Contracts and has, subject to the required consent
of any counterparty, authority to assign the Contracts (and to the extent counterparty consent is
required under any Contract and has been obtained, the consent is attached hereto as Exhibit C).
Other than as expressly set forth herein or in the Purchase Agreement, Assignor has made no, and
disclaims any and all, express or implied warranties concerning the condition, value and quality of the
property and any portions the Contracts.
5. 	Each party will, at any time and from time to time upon written request therefor, execute and
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20039.001/Sebastian PSA (EX)
deliver to the other party such documents as such other party may reasonably request in order to fully
assign and transfer the Contracts, and cooperate in the obtaining of any additional consents which are
required and not obtained prior to the date hereof.
6. 	In the event of any litigation initiated to enforce the terms of this Assignment, the prevailing
party shall be entitled to an award for its reasonable attorneys’ fees and expenses from the non-
prevailing party. 	This Assignment shall be governed by, interpreted under, and construed and
enforced in accordance with, the laws of the State of California. This Assignment may be executed in
one or more counterparts, each of which shall constitute an original, but all of which, when taken
together, shall constitute but one agreement. This Assignment shall bind and inure to Assignor and
Assignee and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first written
above.
ASSIGNOR 	ASSIGNEE
______________________
LANCE MILLER, solely in his capacity as
Court-appointed Receiver
[assignee sig blocks]
[attach legal description exhibit, contract list exhibit, and counterparty consents (if any)]
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20039.001/Sebastian PSA (EX)
SCHEDULE 1.1(g)
Contract Schedule
1. 	None
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20039.001/Sebastian PSA (EX)
SCHEDULE 5.2(h)
Specific Title Encumbrances
1. 	Water Supply Agreement dated July 29, 2015 made by and between FNF FARMS, LLC, a
California limited liability company (as Water User therein), and 104 PISTACHIOS, LLC a
California limited liability company, et al (as Water Providers therein), recorded in the Official
Records of Kern County, California on September 10, 2024 as Document No. 224109980,
and
2. 	Water Supply Agreement dated July 29, 2015 made by and between KAMM SOUTH, LLC, a
California limited liability company (as Water User therein), and 104 Pistachios, LLC a
California limited liability company, et al (as Water Providers therein), recorded in the Official
Records of Kern County, California on September 10, 2024 as Document No. 224109979.
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20039.001/Sebastian PSA (EX)
SCHEDULE 7.1
Exceptions to Seller’s Representations
1. 	None.
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