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; (ID

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

7 GRANTING RELATED RELIEF

ACDF, LLC; ASSEMI AND SONS, INC.;

AVILA RANCH EA, LLC; BEAR FLAG

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

(OLD RIVER/GREENLEE)
[Related to Dkt. No. 380]

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 (Old River/Greenlee) |Dkt. No. 380] (the “Sale
21 || Notice’) filed by Lance Miller, solely in his capacity as Court-appointed receiver in the above-
22 || captioned case (the “Receiver’”) for entry of an order (a) authorizing the Receiver to sell the
23 Property! free and clear of liens, claims, and encumbrances, other than easements, rights of way,
24 || and other encumbrances running with the land, to the fullest extent permitted by law (collectively,
25 || the “Interests”) with such Interests attaching to the proceeds of the sale (“Sale Proceeds”) with the

26 || same force and in the same priority as existed immediately prior to the Closing Date; (b) authorizing

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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the Receiver to pay, 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 February 10, 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 MARICOPA CHERRY CO., LLC 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 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 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
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

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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
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

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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: February 17, 2026
UNITED STATES DISTRICT JUDGE

Exhibit A

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20039.001/Cherries PSA (OR&G) (Ex)
PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) dated
November 12, 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 MARICOPA CHERRY CO., LLC, a California limited liability
company (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 250.43 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 (pursuant to 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;
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (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”);
(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
partial assignments where possible (and without any liability or consideration) and enter into other
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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 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
SUPPLIED TO BUYER BY SELLER OR ANYONE ACTING OR PURPORTING TO
ACT ON SELLER’S BEHALF.
(c) 	EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN
THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS 	OR 	IMPLIED, 	CONCERNING 	ANY 	MATTERS 	INVOLVING 	THE
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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.
(d) 	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
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
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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 	Bid Deposit. 	Concurrently with Buyer’s execution of this Agreement, and
pursuant to and in accordance with the Marketing Procedures Order, Buyer shall deposit into a non-
interest-bearing receiver account with Pivot Management Group LLC (the “Deposit Holder”), an
amount equal to 10% of the Purchase Price (the “Bid Deposit”) in immediately available, goods funds
of the United States of America, to be held in trust until it is to be transferred to Escrow Holder,
returned, or forfeited as provided herein. If Buyer is the successful bidder, the Bid Deposit shall be
credited and applied toward payment of the cash consideration due at the Closing.
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
mutually acceptable to the parties no earlier than February 5, 2026, and no later than the later
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
to occur of (i) two (2) business days following the date the Sale Order becomes final and non-
appealable, or (ii) February 13, 2026 (such date, 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
Four Million One Hundred Thirty Seven Thousand Nine Hundred Thirty-Three and
87/100ths Dollars ($4,137,933.87) United States currency. The Purchase Price shall be payable as
follows:
(a) 	Notwithstanding any term or provision of this Agreement, Buyer
hereby delivers 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) 	Within two (2) business days of opening of the Escrow, the Deposit
Holder shall transfer the Bid Deposit to the Escrow for application to the Purchase Price.
(c) 	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
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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
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
as Court-appointed Receiver
5. 	Seller’s Deliveries; Condition of Title.
5.1 	Seller’s Deliveries. Seller will deliver to Buyer, at Seller’s sole cost and expense.
as soon as practical following the Effective Date:
(a) 	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 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,
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
provided that the following will not apply if Seller delivers any inaccurate or untrue information to the
Natural Hazard Expert:
(i) 	Seller shall not be liable for any error or inaccuracy in, or
omission from, the information in the Natural Hazards Disclosure.
(ii) 	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.
(b) 	Copies of all of the following documents to the extent within Seller’s
possession or control (the “Property Materials”), provided that Seller makes no, and hereby disclaims
any representations and warranties as to the content, accuracy or completeness thereof, and Buyer
shall conduct prior to Closing such review and investigation of the matters contained in the Property
Documents as Buyer deems necessary or desirable to satisfy itself as to the content, accuracy or
completeness thereof: 	(i) any surveys for the Land; (ii) any existing, proposed, or draft site plans,
maps, irrigation or planting or construction plans and drawings pertaining to the Property; (iii) any
production data, weight tags, reports, and other information pertaining to any crop grown or produced
on the Land; (iv) any environmental reports, if any, relating to the Property; (v) any leases, occupancy
agreements, operating agreements, and licenses that affect the Property; (vi) any zoning stipulations,
agreements, and requirements that affect or that are proposed to affect the Property; (vii) any
archaeological, biological, soil, geological, grading, drainage, and hydrology reports, surveys, or
assessments and any other engineering reports for the Property; (viii) any other third-party reports,
contracts, and agreements of any kind materially affecting the Property.
(c) 	Seller shall promptly furnish to Buyer for its review (i) any Property
Materials that may come into Seller’s possession or control from and after the Effective Date, and (ii)
any additional documents and information pertaining to the Property in the possession or control of
Seller reasonably requested in writing by Buyer. 	To the extent such information is set forth in a
document described in and provided with the Preliminary Report, the delivery of the Preliminary
Report will satisfy the requirements of Sections 5.1(b) and 5.1(c).
5.2 	Condition of Title. Seller agrees to convey fee simple title in and to the
Property to Buyer. 	Title shall be conveyed by Seller to Buyer by receiver’s deed, using the 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) 	any 	easements, 	covenants, 	conditions, 	restrictions, 	defects,
encumbrances, agreements and other matters of record affecting the Property on the Effective Date,
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
including without limitation the Permitted Exceptions (as defined in Section 10.1(c), below), 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, in writing, either waives, assumes, or
consents to, including the leasehold and other rights listed in Schedule 5.2(h), attached hereto.
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. Seller shall have
caused or obtained, to Buyer’s reasonable satisfaction, prior to the Closing, (i) termination of all
existing agricultural leases, if any, excepting that lease set forth on Schedule 5.2(h), (ii) termination or
conveyance (to Buyer) of all rights of all agricultural tenants in and to all Crops, if any, (other than any
Crops subject to the lease described on Schedule 5.2(h); and (iii) release of all liens in and to the Crops
(other than any Crops subject to the lease described on Schedule 5.2(h)) 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 inspections 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
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.
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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 Proceeding and this transaction, 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;
(c) 	The Land shall have at least 951.42 acre-feet of Wheeler Ridge-
Maricopa Water Storage District contract water with evidence thereof provided to Buyer; and
(d) 	Lenders shall have provided their written approval of this Agreement
(the “Lender Agreement Approval”).
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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, the Cultural Cost Reimbursement (as defined in Section 9 below), 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, delivered to Buyer the Property Materials, and delivered or performed, as the
case may be, those items listed in Section 5.3.
(b) 	The well repair work described in the August 21, 2025 quotation from
Bakersfield Well & Pump Co., identified as JOB # 25619 and attached hereto as Schedule 6.2(b)(the
“Well Repairs”) shall have been completed by Bakersfield Well & Pump Co. at Seller’s cost and
expense on or before January 31, 2026, regardless if the costs listed in the scope of work provided in
the quotation attached as Schedule 6.2(b) change; provided however, that failure of this condition to
be satisfied by January 31, 2026, shall not be a breach of Seller so long as Seller is diligently pursuing
completion thereof by Bakersfield Well & Pump Co; and further provided that should the Well
Repairs, when complete per the scope of work in the quotation, fail to make the well operational or
restore the well to a satisfactory pumping capacity, Seller shall have no further obligations to Buyer
with respect thereto. In the event that the Well Repairs have not be completed by the Closing Date,
and Buyer elects to proceed with Closing, Seller will (A) assign all right, title, and interest in and to the
Well Repairs to Buyer as part of the Assignment Agreement identified in Section 10.2(c) below, (B) to
the extent any portion of the completed Well Repairs have not been paid, pay the unpaid portion prior
to Close of Escrow, and (C) to the extent any portion of the Well Repairs will not be completed prior
to Close of Escrow, credit Buyer as to the Cultural Costs Reimbursement owing to Seller, if any, for
the cost of that work not then paid, or if Buyer owes to Seller no Cultural Costs Reimbursement as of
the Close of Escrow, then credit Buyer at the Close of Escrow as to the Purchase Price for the cost
of the work for Well Repairs not completed and not then paid.
(c) 	Title Company is irrevocably and unconditionally prepared and
committed to issue to Buyer (with an effective date not earlier than the Closing Date) the Buyer’s Title
Policy in favor of Buyer for the Land (i) showing fee title to the Land vested in Buyer, (ii) with liability
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
coverage in an amount equal to the Purchase Price, (iii) with those endorsements reasonably requested
by Buyer, and (iv) containing no Schedule B exceptions other than those listed in Section 5.2 of this
Agreement, and expressly including the Permitted Exceptions.
(d) 	Lenders have provided to Seller, on or before the date that is ten (10)
days after the date the Court has entered the Sale Order, if at all, their written approval of this
Agreement.
(e) 	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.
(f) 	If the Close of Escrow occurs after January 31, 2026, Seller must
obtain on or before January 31, 2026 one or more policies of crop insurance for the 2026 Crops,
which policies must be assigned to Buyer at the Closing.
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
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
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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;
(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;
(f) 	by Buyer if the Sale Order is not issued within 60 days of the date of
the conclusion of the hearing on Seller’s motion seeking approval of the transaction outlined in this
Agreement whereby Buyer is to receive title and possession of the Property;
(g) 	by Buyer if any of the conditions listed in Section 6.3 are not satisfied;
and
(h) 	by the mutual written consent of Seller and Buyer.
6.5 	Effect of Termination
(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 Sellers are
not then in material breach of Sellers’ 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
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
terminated pursuant to Sections 6.4(c), and an alternative transaction is consummated, Seller shall pay
to Buyer a break-up fee in an amount equal to $82,758.68 (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
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
 	   	 	 	

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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, except in the event of a knowing and intentional material false
statement of fact or omission, which is relied upon by Buyer.
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.
(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.
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
(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.
(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. 	At the Closing, through the Escrow, and
expressly conditioned on the Crops being vested in Seller and fully transferable to Buyer free and clear
of any and all liens, interests, liabilities, obligations, encumbrances, or claims, Buyer shall reimburse
Seller for all ordinary and reasonable cultural costs actually incurred by Seller in connection with the
Property for the 2026 crop year (the “Cultural Costs Reimbursement”), from the conclusion of
Sanitation, as defined below. 	As used herein “ordinary and reasonable cultural costs” shall mean,
collectively, (i) all water and water related costs for normal and typical irrigation, and (ii) farm
management and other cultivation costs substantially consistent with 2025 crop year expenses for the
same time period of the crop year, or as otherwise approved in advance by Buyer. 	Upon written
request from Buyer, Seller shall provide Buyer with statements reflecting the amount of cultural costs
incurred for the Property for the 2026 crop year through the anticipated Closing, based on the Seller’s
estimates and historical data (to the extent available) to the extent actual invoices for such costs are
not reasonably available. At least five (5) business days prior to the Closing Date, Seller shall provide
Buyer and Escrow Holder with a written statement showing the amount of the Cultural Costs
Reimbursement (including an estimate of all costs to be incurred between the date of such statement
and the Closing Date, if any), together with a detailed listing of all of such costs (the “Statement”).
Buyer shall deposit the Cultural Costs Reimbursement (including an estimate of all costs to be incurred
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
between the date of the Statement and the Closing Date, if any) with Escrow Holder, by wire transfer,
or by other cash substitute of immediately available funds acceptable to Escrow Holder, at least one
(1) business day prior to the Closing Date. Cultural Costs Reimbursement shall also include any crop
insurance premiums paid by Seller for the 2026 crop year, and Buyer’s assumption at Close of Escrow,
if any, of crop insurance payments due for the 2026 crop year, provided that the underlying insurance
policy is transferred to Buyer. For the purpose of this Agreement, “Sanitation” means the removal
of the 2025 crop, together with orchard floor cleanup and post-cleanup irrigation.
No later than 45 days after Closing, Seller shall provide Buyer with its actual,
documented, out-of-pocket cultural costs incurred prior to Closing and paid following the Statement
date (the “True-Up Cultural Costs”). If Buyer accepts the True-Up Cultural Costs, or if Buyer fails
to give notice to Seller of any objection within 15 days after receipt of the True-Up Cultural Costs,
the True-Up Cultural Costs shall be the final and binding calculation of the estimated cultural costs
for purpose of the Cultural Costs Reimbursement. If Buyer gives notice to the Seller of an objection
to the True-Up Cultural Costs within 15 days after receipt of the True-Up Cultural Costs, the Seller
and Buyer shall attempt in good faith to resolve their differences in writing. If the Seller and Buyer
are able to resolve their differences in writing, the True-Up Cultural Costs, as modified to reflect the
resolution of the difference between the Seller and Buyer, shall be the final and binding calculation of
the estimated portion of the Cultural Costs Reimbursement, and the Seller shall refund any overage
or Buyer shall pay any shortfall (as compared to the amounts shown as estimated on the Statement)
within five (5) business days. If, however, the Seller and Buyer are unable to resolve their differences
within 15 days of the Buyer’s objection, then (i) Seller shall refund any overage or Buyer shall pay any
shortfall on the undisputed amounts (as compared to the amounts shown as estimated on the
Statement) within five (5) business days, and (ii) such disputed amounts shall be submitted to the
Court for resolution, or if the Court declines jurisdiction, the Parties shall attempt to resolve the
differences pursuant to mediation with a mediator reasonably acceptable to both Parties, the cost of
which shall be borne equally by each Party. 	The provisions of this Section 9 shall survive 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 (except to the extent
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
Seller and/or Escrow Holder has agreed in writing to remove), and the following exceptions (the
“Permitted Exceptions”): Schedule B Exceptions 8 - 30, 34 – 82, 88, 92 - 98, all as shown in that
certain Preliminary Report, title order number FWKN-TO25002081-MW, Amendment A, dated
October 23, 2025, issued by Chicago Title Company (the “Preliminary Report”). The premium for
such title policy shall be paid as required under Section 12. If any new or additional items appear of
record after the date of the Preliminary Report (“New Item”), Title Company will deliver to Buyer
an updated preliminary report, including true and correct copies of all instruments reflected as
exceptions in the updated report (“Updated Report”). On request of Buyer, Seller will terminate or
cause the termination of any New Item which is either (i) arising from actions of the Seller taken after
the effective date of the Preliminary Report, or (ii) which Buyer is entitled to take free and clear of
pursuant to Section 5.3 of this Agreement. Seller shall have no liability to remove or terminate any
New Item which was not previously included on the Preliminary Report and not caused by the actions
of Seller, which Buyer is required to take subject to pursuant to Section 5.2 of this Agreement.
(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 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
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”), including all rights to receive any crop insurance proceeds
and or refunds of premiums for the 2026 crop year, 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.
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
(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.
(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:
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
(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;
(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) the documentary transfer taxes, sales taxes and
transfer taxes applicable to the sale, (ii) one-half of the escrow fees, and (iii) the premium for a CLTA
Standard Owner’s Title Policy for the Land.
(c) 	Buyer shall pay (i) one-half of the escrow fees, (ii) 100% of the cost of
recording and filing of any instrument to be recorded or filed as provided herein, (iii) premium for
Buyer’s Title Policy in excess of the amount of a CLTA Standard Owner’s Title Policy for the Land,
and the costs of any endorsements requested thereto, 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”).
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
13. 	Prorations. Except to the extent included in Cultural Cost Reimbursement,
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 ten (10) 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
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
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
interested parties as ordered by the Court, and conducting an auction in respect of the Property
pursuant to the Marketing Procedures Order (the “Auction”). Sellers 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, 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”), 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. Buyer shall be responsible for the payment of a commission
or fee to Buyer’s Broker 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 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
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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: 	Maricopa Cherry Co., LLC
4799 N. Jack Tone Rd
Stockton, CA 95215
Attn: Erick Stonebarger
Telephone: 	209-931-7000
Email: erick.stonebarger@stemilt.com;
and to
tims@pf-pv.com, nick.popper@stemilt.com,
peters@jdsalaw.com, and ENims@ldgnlaw.com
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
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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).
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.
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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
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.
SSIGNATURES FOLLOW NEXT PAGE
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
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: ________________
MARICOPA CHERRY CO., LLC,
a California limited liability company
By: ________________________
ERICK STONEBARGER
Manager
By: ________________________
TIM SAMBADO
Manager
Date of Execution: ________________
Effective Date:________________
 	   	 	 	




-27-
20039.001/Cherries PSA (OR&G) (Ex)
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: _____________________________
 	   	 	 	

-28-
20039.001/Cherries PSA (OR&G) (Ex)
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 1: APN: 295-220-01:
The North half of the Southwest quarter of the Southwest quarter of Section 36, Township 12 North,
Range 21 East, San Bernardino Base and Meridian, in the unincorporated area, County of Kern, State
of California, according to the Official Plat thereof.
EXCEPTING THEREFROM, an undivided one-half interest in all oil, gas, petroleum and other
mineral or hydrocarbon substances and minerals within and under said land, as reserved by Gerald B.
Clifford and Mary Clifford, husband and wife, and Forrest A. Cassady and Bessie Cassady, husband
and wife, in the Deed recorded July 15, 1965, in Book 3857, Page 558 of Official Records, as
Document No. 38064.
ALSO EXCEPTING THEREFROM, an undivided one-half interest in all oil, gas, petroleum and
other mineral or hydrocarbon substances and minerals within and under said land, as reserved by
Maude B. Sharpe in the Deed recorded July 15, 1965, in Book 3857, Page 559 of Official Records, as
Document No. 38065.
PARCEL 2: APN: 295-220-03:
The East half of the Southeast quarter of the Southwest quarter of the Southwest quarter of Section
36, Township 12 North, Range 21 East, San Bernardino Base and Meridian, in the unincorporated
area, County of Kern, State of California, according to the Official Plat thereof.
EXCEPTING THEREFROM, all minerals of whatsoever nature (including, but not limited to oil,
other hydrocarbons, gas and associated substances) in or under said real property, together with the
right to protect, mine and/or drill for said minerals therefrom and the right for said purposes to enter
upon said real property and erect, construct, maintain and operate thereon buildings, structures,
machinery, installations, equipment, lines (including pipelines, telephone, telegraph and power lines),
roads and other facilities and to use the surface and subsurface of said real property in any manner to
aid in all or any of the aforesaid operations and in the storing, processing, removing and transporting
of any said minerals. All such pipelines installed upon said property by grantor are to be laid below
plow depth, all without liability whatsoever to grantee, their successors or assigns, the amount of actual
damage (to be determined by arbitration upon failure of agreement between the parties) to land or
crops, buildings or other permitted improvements located on said real property cause by grantor's said
operations, as reserved by Elizabeth C. Kramer, a widow, in the Deed recorded April 16, 1951, in
Book 1797, Page 231 of Official Records, as Document No. 17151.
PARCEL 3: APN: 295-220-13:
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
Parcel 2 of Lot Line Adjustment No. 13-20, according to the Certificate of Compliance recorded
December 3, 2021, as Document No. 221226174 of Official Records, more particularly described as
follows:
The North half of the Southwest quarter of the Southwest quarter of the Southwest quarter, and the
Southeast quarter of the Southwest quarter of the Southwest quarter of the Southwest quarter, and
the West half of the Southeast quarter of the Southwest quarter of the Southwest quarter of Section
36, Township 12 North, Range 21 West, San Bernardino Base and Meridian, in the unincorporated
area of the County of Kern, State of California, according to the Official Plat thereof.
EXCEPTING THEREFROM, that portion thereof described as follows:
BEGINNING, at the Southeast corner of the Southwest quarter of the Southwest quarter of the
Southwest quarter of the Southwest quarter of said Section 36;
Thence, North 00° 14' 02" West 30.00 feet, more or less, along the East line of said Southwest quarter
of the Southwest quarter of the Southwest quarter of the Southwest quarter to the North right of way
line of Valpredo Road (County Road 1554);
Thence, continuing along said East line North 00° 14' 02" West 302.59 feet, more or less, to the
Northeast corner of said Southwest quarter of the Southwest quarter of the Southwest quarter of the
Southwest quarter of Section 36;
Thence, North 89° 39' 09" West, along the North line thereof, 78.61 feet;
Thence, North 00° 13' 14" West 197.99 feet;
Thence, North 89° 46' 46" East 257.06 feet;
Thence, South 00° 13' 14" East 533.24 feet, more or less, to the South line of the Southwest quarter
of said Section 36;
Thence, North 89° 37' 00" West, along said right of way line, 178.38 feet to the Southeast corner of
said Southwest quarter of the Southwest quarter of the Southwest quarter of Section 36 and the
POINT OF BEGINNING.
EXCEPTING FROM that portion of said land lying within the Southeast quarter of the Southwest
quarter of the Southwest quarter of the Southwest quarter of said Section 36, all oil, gas, petroleum
and other mineral or hydrocarbon substances in and under said land, which underlies a plane parallel
to and one hundred (100) feet below the present surface of said land for the purpose of prospecting
for, developing and/or extracting said oil, gas, petroleum and other mineral or hydrocarbon
substances from said land by means of wells drilled into said subsurface of said land from drill site
located on other land, it being expressly understood and agreed and said grantors, their successors and
assigns, shall have no right to enter upon the surface of said land, or to use said land or any portion
thereof, to a depth of one hundred (100) feet, for any purpose whatsoever, as reserved by Artie
Chappelle, a widow and Alice Queenie Lane, a widow, in the Deed recorded April 16, 1951, in Book
1797, Page 234 of Official Records, as Document No. 17153.
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
EXCEPTING FROM that portion of said land lying within the North half of the Southwest quarter
of the Southwest quarter of the Southwest quarter of said Section 36, all oil, gas, petroleum and other
mineral or hydrocarbon substances in and under said land, together with the right to use that portion
only of said land which underlies a plan parallel to and one hundred (100) feet below the present
surface of said land for the purposes of prospecting for, developing and/or extracting said oil, gas,
petroleum and other mineral or hydrocarbon substances from said land by means of wells drilled into
said subsurface of said land from drill sites located on other land, it being expressly understood and
agreed that grantors, their successors and assigns, shall have no right to enter upon the surface of said
land, or to use said land or any portion thereof, to said depth of 100 feet, for any purpose whatsoever,
as reserved by Mary L Downing, a widow, in the Deed recorded April 16, 1951, in Book 1797, Page
236 of Official Records, as Document No. 17154.
EXCEPTING FROM that portion of said land lying within the West half of the Southeast quarter of
the Southwest quarter of the Southwest quarter of said Section 36, all of the Grantors interest in and
to all oil, other hydrocarbons, gas and other associated mineral substances underlying said land, as
reserved by Hans Lundgren in the Deed recorded April 20, 1951, in Book 1799, Page 279 of Official
Records.
EXCEPTING FROM that portion of said land lying within the West half of the Southeast quarter of
the Southwest quarter of the Southwest quarter of said Section 36, an undivided 2/3rd interest in all
oil, gas, minerals and other hydrocarbon substances within or underlying said land, as reserved by
Minnie Berchtold and Elvin G. Berchtold, and Elfva Johnson, a married woman in the Deed recorded
July 22, 1968, in Book 4180, Page 811, of Official Records as Document No. 42467.
PARCEL 4: APN: 239-011-65:
The North 1300.00 feet of Parcel A of Parcel Map Waiver No. 10-94, as evidenced by a Certificate of
Compliance recorded March 2, 1995, as Document No. 0195026548 of Official Records, being the
north half of Fractional Section 3, Township 11 North, Range 21 West, San Bernardino Base and
Meridian, in the County of Kern, State of California.
TOGETHER WITH that portion of Parcel A of Parcel Map Waiver No. 12-94, as evidenced by
Certificate of Compliance recorded April 12, 1995, as Document No. 0195044847, being that portion
of the North half of Fractional Section 4, Township 11 North, Range 21 West, San Bernardino
Meridian, in the County of Kern, State of California, lying within Parcel 2 of Parcel Map 8984, per
Parcel Map filed September 7, 1989 in Book 39, Pages 17 and 18 of Parcel Maps, in the Office of the
County Recorder of said County lying East of the following described line:
Commencing at the Southeast corner of the Northeast quarter of said Fractional Section 4; thence,
West along the South line thereof, 444.00 feet to the TRUE POINT of BEGINNING; thence, North,
2606.20 feet more or less to a point on the North line of the Northeast quarter of said Fractional
Section 4, a distance of 404.00 feet from the Northeast corner of said Fractional Section 4.
EXCEPTING THEREFROM any portion thereof lying South of the westerly projection of the South
line of the North 1300.00 feet of said Parcel A of Parcel Map Waiver No. 10-94.
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
EXCEPT all interest conveyed to Tenneco Oil Company, a Delaware corporation, in Assignment and
Conveyance thereof recorded November 18, 1988 in Book 6183, Page 1167 of Official Records, which
interest can be briefly summarized as all oil, as and other liquid and gaseous hydrocarbons, and in
addition thereto carbon dioxide, hydrogen, helium, nitrogen, methane, sulfur (in each case in either
liquid or gaseous form) and any other liquid or gaseous substances, inert, or otherwise, or any of them,
and any minerals or other substances produced in association therewith ("Hydrocarbons") in, on or
under the premises, together with all rights, privileges, duties, and responsibilities in any way related
thereto. Grantee acknowledges that this reservation is fully set forth in the conveyance referred to
above and that it takes title subject to that conveyance and not subject to this summary which is for
conveyance only. Said assignment and conveyance was clarified by First Amendment thereof recorded
January 17, 1989, in the Kern County Recorder's Office, in Book 6200, Page 1908 of Official Records.
Being Parcel 1 of a Certificate of Compliance recorded November 25, 2020 as Document 220181705
of Official Records.
PARCEL 5: APN: 239-012-04:
Parcel K in the Grant Deed to the State of California recorded December 13, 1968 in Book 4225,
Page 209 of Official Records of Kern County, being a portion of Section 11, Township 11 North,
Range 21 West, S.B.M. in the unincorporated area of the County of Kern, State of California, said
Parcel K being described as follows:
Beginning at a point on the West line of said Section 11 from which a 2-inch brass disc set in concrete
stamped K.C.L. Co., P.G.&E., 1951, marking the Northwest corner of said Section 11 bears North
00° 05' 12" West, 1,304.24 feet, said point of beginning having Coordinates Y=569, 193.81 and
X=1,670,979.71; thence from said point of beginning and along said West line North 00° 05' 12" West
537.31 feet; thence leaving said West line South 70° 52' 58" East 284.70 feet; thence from a tangent
which bears South 70° 44' 17" East, along a curve to the right having a radius of 1,680.00 feet, a central
angle of 04° 20' 20", an arc distance of 127.22 feet (the long chord of which bears South 68° 34' 07"
East 127.19 feet) to a 1-1/2 inch iron pipe with brass cap marked CA 5186; thence South 66° 23' 57"
East 1,013.20 feet; thence North 89° 38' 57" West 1,315.07 feet to the point of beginning.
EXCEPTING THEREFROM all oil, gas and other minerals contained within the property
hereinabove described, whether now known to exist or hereafter discovered; all oil, gas and other
mineral rights belonging or appertaining to said property; the exclusive right to prospect for, drill for,
produce, mine, extract and remove oil, gas and other minerals upon, from and through said property;
the exclusive right to inject in, store under and thereafter withdraw from said property oil, gas and
other minerals and products thereof whether produced from said property or elsewhere; the exclusive
right to drill and operate whatever wells, construct, install, operate, maintain and remove whatever
other facilities and do whatever else may be reasonably necessary on and in said property for the full
enjoyment and exercise of the right so excepted and reserved; and the right of ingress to and egress
from said properties for all such purposes, provided, however, that the State of California, does not
by the acceptance of this Grant Deed, waive any right it may have under the law to subjacent or lateral
support and provided further that it does not, by such acceptance, waive any right it may have under
the law to compensation for damages which may be sustained by the State of California, its successors
and assigns, in connection with the enjoyment or exercise of the exception and reservation, as
 	   	 	 	

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20039.001/Cherries PSA (OR&G) (Ex)
contained in the Deed from the Kern County Land Company recorded December 13, 1968 in Book
4225, Page 209 of Official Records.
PARCEL 6: APN: 295-270-10:
The Southeast quarter of the Southeast quarter of Section 34, Township 12 North, Range 21 West,
San Bernardino Meridian, in the unincorporated area of the County of Kern, State of California,
according to the Official Plat thereof.
EXCEPTING THEREFROM all oil, gas, other hydrocarbon substances and minerals lying below a
depth of 500 feet, but without the right of surface entry to explore, remove, market, mine or drill for
same, as reserved by Ralph S. Batson, Trustee of the Ralph and Shirley Batson Survivor's Trust dated
August 22, 2001, in the Deed recorded September 15, 2005, as Document No. 0205252625, of Official
Records.
END OF DESCRIPTION
 	   	 	 	

Docusign Envelope ID: 366E037D-382E-4889-A966-A0966703D216

EXHIBIT B

MARKETING PROCEDURES ORDER

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20039.001/Cherries PSA (OR&G) (Ex)

Docusign Envelope ID: 366E037D-382E-4889-A966-A0966703D216

EXHIBIT C

FORM OF SALE ORDER

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20039.001/Cherries PSA (OR&G) (Ex)

-35-
20039.001/Cherries PSA (OR&G) (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/Cherries PSA (OR&G) (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 GRANTOR 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/Cherries PSA (OR&G) (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 Kerm 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/Cherries PSA (OR&G) (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
 	   	 	 	

-39-
20039.001/Cherries PSA (OR&G) (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)]
 	   	 	 	

Docusign Envelope ID: 366E037D-382E-4889-A966-A0966703D216

SCHEDULE 1.1(2)
Contract Schedule

1. None

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20039.001/Cherries PSA (OR&G) (Ex)

-41-
20039.001/Cherries PSA (OR&G) (Ex)
SCHEDULE 5.2(h)
Specific Title Encumbrances
1. 	That certain Agricultural Lease dated June 30, 2017, by and between C & A Farms, LLC, and
Dennis and Peter Frick, Inc., dba Tecuya Tree & Vine, as amended.
 	   	 	 	

Docusign Envelope ID: 366E037D-382E-4889-A966-A0966703D216
SCHEDULE 6.2(b) Well Repair Quotation
Bakersfield Well & Pump Co. 7212 Fruitvale Avenue Bakersfield, CA 93308
To: Maricopa Orchards, LLC in Receivership
5060 California Ave .. #900
Bakersfield, CA 93309
Pump Quote
Pump Quote 8/21/2:025 JOB # 25619 PO#
Job Description: Pull Pump, Video Well, Inspect Material Well# 561 @ 1-5 & Copus Rd (Bakersfield)
Ilem #
Bid Item Description
Units
Unit Bid Price
Qty This Period
Period Total
Qty to Date
Total to Date
1
Mob/Demob
2
EA
$ 1,500,00
2
$
3,000.00
2
$ 3,000.00
2
Pull Pump
660
LF
$
15.00
660
$
9,900.00
660
$
9,900.00
3
Video Well
2
EA
$ 1,500.00
2
$
3,000.00
2
$ 3,000.00
4
Inspect Material
1
LS
$ 1,000.00
1
$ 1,000.00
1
$ 1,000.00
5
Lateral Jacking Mob
1
LS
$ 1,500.00
1
$ 1,500.00
1
$ 1,500.00
6
New 8" Coated Column Pipe
33
EA
750.00
33
$ 24,750.00
33
$ 24,750,00
7
New 2-1/2" x 1-11/16" T&S Peerless 10 RH
33
EA
S 1,120.00
33
5 36,960.00
33
$ 36,980.00
B
3 Patches in Well @ 589.5', 863', and 990"
1
LS
$ 15,750.00
1
$ 15.750.00
1
$ 15,750.00
9
New Goulds 11CHC 11-stg Bowl
1
ES
$ 20,000.00
1
$
20,000.00
$ 20.000.00
10
1º PVC Airline
680
LF
$
1.50
660
3 990.00
660
$ 990.00
11
Change over Collar
1
LS
$ 400.00
1
$ 400.00
1
$ 400.00
12
Install Pump
660
LF
$ 15.00
660
$ 9,900.00
660
$ 9,900,00
Set Motor, Check Rotation, Terminate,
13
Start Up, and Pump Test
1
LS
$ 1,500.00
1
$ 1,500.00
1
$ 1,500.00
Labor
$ 31,000.00
S 31,000.00
Material
$ 97,650.00
$ 97,650.00
Sales Tax
3.25%
$ 3,173.63
$ 3,173.63
TOTALS
$ 131,823.63
$ 131,823.63
8-21-25
Prepared By:
Karson Zimmeret
Date
Signed By
Date
Approved By:
Mike Brandon
Dale
1
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20039.001/Cherries PSA (OR&G) (Ex)
Attn: Mike Brandon
Ph: 661-910-6891

Docusign Envelope ID: 366E037D-382E-4889-A966-A0966703D216

SCHEDULE 7.1

Exceptions to Seller’s Representations

1. None.

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20039.001/Cherries PSA (OR&G) (Ex)

1
20039.001/ First Amend Cherries PSA (OR&G) (9)
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS (the “Amendment”) is made and entered into as of December 9, 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”) by and between
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
MARICOPA CHERRY CO., LLC, a California limited liability company (the “Buyer”). 	For
convenience, Buyer and Seller are sometimes referred to herein collectively as the “Parties” and
individually as a “Party.”
This Amendment is made with respect to the following facts and circumstances.
A. 	The Parties entered, or concurrently herewith will enter, into a Purchase and Sale
Agreement and Joint Escrow Instructions dated for reference purposes as of November 12, 2025
(the “Agreement”). Unless otherwise indicated, capitalized terms not otherwise defined herein shall
have the meanings given to them in the Agreement.
B. 	The Parties have been made aware of the existence of a discharge of produced water
(from oil extraction activities) on a portion of the Property (the “Discharge”) from a pipeline located
thereon which is owned and/or operated by a third party operator (“Operator”).
C. 	The Parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, the Parties hereby agree as follows:
1. 	Discharge Response.
(a) 	Seller shall, at Seller’s sole cost and expense, retain an environmental
consultant (the “Consultant”) to determine appropriate response actions, and the number of trees
on the Property that will require removal as a result of the Discharge and resulting clean-up. 	The
number of trees to be removed (the “Removed Trees”) shall be communicated to Buyer as soon as
possible, but not later than 15 days prior to the Closing.
(b) 	Seller shall use commercially reasonable efforts to cause the Operator to take
such response actions that the Consultant recommends prior to the Closing (the “Response”),
including without limitation reimbursement for the cost to remove and value of the Removed Trees.
Any recovery of costs expended directly by Seller to effect the Response shall be handled directly
between Seller and Operator and Buyer shall have no liability therefor.
 	   	 	 	

2
20039.001/ First Amend Cherries PSA (OR&G) (9)
(c) 	At the Closing, Seller shall credit Buyer, as an offset to the Cultural Cost
Reimbursement, an amount equal to $1,000 multiplied by the number of Removed Trees.
(d) 	In the event that the Response is promptly commenced and diligently pursued
by Seller and/or Operator, but cannot reasonably be completed prior to the Closing due to factors
outside of Seller’s control, Seller shall have the right to extend the Closing and Outside Date each by
up to 30 days, if the Response can be reasonably completed within such additional 30 days.
(e) 	If the Response is not completed by the Outside Date, as such may be
extended as set forth above, then unless Buyer agrees to an additional extension in writing, Buyer shall
have the right to: (1) terminate the Agreement and receive a refund of the Bid Deposit as its sole and
exclusive remedy with respect to the Discharge and Response; or (2) proceed to Closing under the
terms of the Agreement.
(f) 	Seller shall provide to Buyer, at periodic intervals and on reasonable request:
(i) the proposed Response actions, (ii) the estimated date of completion, (iii) the status of the
completion of the Response, and (iv) copies of reports produced by Seller or Consultant in connection
with the Discharge and Response.
2. 	Closing Date. Section 3 of the Agreement is amended and restated in its entirety to
read as follows:
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 mutually acceptable to the parties no earlier
than February 5, 2026, and no later than fifteen (15) business days following the
date the Sale Order becomes final and non-appealable (such date, 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. 	Conditions Precedent. New subsections (g) through (j) are added to Section 6.3 of
the Agreement as an addition and supplement thereto, as follows:
(g) The Response has been completed prior to the Outside Date; provided that
failure of the condition set forth in this Section 6.3(g) shall not be a breach or
default of this Agreement by Seller.
(h) Buyer, at Buyer’s sole cost and expense, has received an updated Phase I
Environmental Site Assessment of the Property from a consultant of Buyer’s
selection, evaluating the Property after completion of the Response, and
containing a finding that the Property’s environmental condition is not
materially different following the Discharge and the Response from the
conditions that existed immediately before the Discharge, which updated
Phase I Environmental Site Assessment is acceptable to Buyer in its reasonable
good-faith discretion; provided that failure of the condition set forth in this
Section 6.3(h) shall not be a breach or default of this Agreement by Seller.
 	   	 	 	

3
20039.001/ First Amend Cherries PSA (OR&G) (9)
(i) 	Buyer’s receipt of a report acceptable to Buyer in its reasonable good-faith
discretion from a geologist or other expert (selected or approved by Buyer),
containing findings that the Property’s soil within the area directly impacted
by the Discharge (1) has been remediated to the extent contaminated by the
Discharge, or (2) was not contaminated by the Discharge; provided that failure
of the condition set forth in this Section 6.3(i) shall not be a breach or default
of this Agreement by Seller. 	Buyer may choose to accept any such report
provided by Seller’s environmental consultant, as provided under Section 1(g)
of this Amendment, or obtain its own report at its sole cost and expense.
(j) 	As of the Closing Date, the Discharge has not been reported to any federal,
state, or local government agency having jurisdiction, and no facts or
circumstances exist such that a reasonable person having access to all material
facts would conclude reporting the Discharge to a federal, state, or local
government agency having jurisdiction is required under applicable law;
provided that failure of the condition set forth in this Section 6.3(j) shall not
be a breach or default of this Agreement by Seller.
4. 	Reaffirmation. 	Except as expressly modified by this Amendment, the terms and
conditions of the Agreement shall remain in full force and effect.
5. 	Counterparts. This Amendment may be executed in one or more counterparts and
such counterparts taken together shall constitute one and the same document.
SIGNATURE PAGE FOLLOWS
 	   	 	 	

4
20039.001/ First Amend Cherries PSA (OR&G) (9)
IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective for all purposes
as of the Effective Date.
SELLER 	BUYER
______________________
Lance Miller, solely in his capacity as
Court-appointed Receiver
Date of Execution: ________________
MARICOPA CHERRY CO., LLC,
a California limited liability company
By: ________________________
ERICK STONEBARGER
Manager
By: ________________________
TIM SAMBADO
Manager
Date of Execution: ________________
 	   	 	 	



5
20039.001/ First Amend Cherries PSA (OR&G) (9)
ACCEPTANCE BY ESCROW HOLDER
CHICAGO TITLE COMPANY, a California corporation, hereby acknowledges that it has received
an executed counterpart of the foregoing First Amendment to Purchase and Sale Agreement and
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,
By: 	_______________________________
Name: 	_______________________________
Title: 	_______________________________
Escrow Number: _______________
Dated: 	______________________________