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

4 printed pages contain little extracted OCR body text; searchable legal-body completeness has not been established for those pages.

OCR transcription for search; preserved printed pages are authoritative

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF CALIFORNIA

No. 1:24-cv-01102-KES-SAB

ORDER (@) APPROVING BID
PROCEDURES FOR THE SALE OF REAL
PROPERTY; (11) APPROVING BID
PROTECTIONS FOR STALKING HORSE

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, et al.,

oOo ama NY OA oO FP WW NYO &

Plaintiffs, BIDDER; AND (1) SCHEDULING THE
AUCTION AND SALE HEARING
V. (WESTLANDS)
ACDF, LLC; ASSEMI AND SONS, INC.; Related to Dkt. No. 338
AVILA RANCH BA, LLC; BEAR FLAG
10 || FARMS, LLC; C & A FARMS, LLC; Judge: Hon. Kirk E. Shemff

CANTUA ORCHARDS, LLC; DA REAL
ESTATE HOLDINGS, LLC; FAVIER
RANCH, LLC; FG2 HOLDINGS LLC;
GRADON FARMS, LLC; GRANVILLE
FARMS, LLC; GRANTLAND HOLDINGS
NO. 1, LLC; GRANTLAND HOLDINGS NO.
2, LLC; GRANTOR REAL ESTATE
INVESTMENTS, LLC; GVM
INVESTMENTS, LLC; GV AG, LLC;
LINCOLN GRANTOR FARMS, LLC;
MARICOPA ORCHARDS, LLC; PANOCHE
PISTACHIOS, LLC; SAGEBERRY FARMS,
LLC; DEREK BELL; and RACHEL MARIE
WHITE,

e
ee

Action Filed: September 16, 2024

FP FP RP RP Re BR
SI OO oF B® W WN

(ee)
a a a ee ee ee ee ee ee ee ee ee eee ee ee eee ae ae

Defendants.

ry
ido)

Before the Honorable Kirk E. Shemff, United States District Judge, is the motion [Dkt. No.

N
(=)

21 || 338] (the “Bidding Procedures Motion’)! filed by Lance Miller (the “Reoeiver’), solely in his
22 || capacity as Court-appointed receiver in the above-captioned case, for entry of an order approving
23 || the proposed Bidding Procedures attached hereto as Exhibit A; approving a procedure providing
24 || the Receiver the discretion to designate a Stalking Horse Bidder and award Bid Protections in favor

of the Stalking Horse Bidder; scheduling an Auction and the date and time of the Sale Hearing,
along with related deadlines; and granting related relief.

N WN
Oa oO

28 || | Capitalized terms used but not defined in this Order shall have the meanings ascribed in the
Bidding Procedures.

AUTHENTICATED
U.S. GOVERNMENT U
INFORMATION
GPO

2
No. 1:24-cv-01102-KES-SAB
ORDER
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
The Court hereby finds that:2 (a) it has jurisdiction over the Property and the parties in this
case, including exclusive jurisdiction over the administration, control, and possession of the
Property; (b) it has the statutory authority to enter this Order; and (C) due and proper notice of the
relief requested in the Motion and the entry of this Order was given and no other or further notice
is necessary other than as set forth in the Bidding Procedures. The Court further finds that:
A. As demonstrated by (i) the testimony and other evidence submitted by declaration,
including the declarations submitted by Lance Miller and Skye Root and (ii) the representations of
counsel in the record, the Receiver has demonstrated good, sufficient, and sound business purpose
and justifications for entry of this Order, and that the Bidding Procedures are an appropriate exercise
of the Receiver’s business judgment, are in the best interest of the receivership estate, and are the
best available method for maximizing the value of the Property.
B. To maximize the value of the Property, it is necessary for the Receiver to have the
means to induce a third-party bidder to serve as the Stalking Horse Bidder and provide Bid
Protections pursuant to the terms of this Order, and the Bid Protections are reasonable and represent
a sound exercise of the Receiver’s business judgment.
C. The dates, deadlines, and notice provisions set forth in the Bidding Procedures are
reasonably calculated to provide parties with notice of, and opportunity to participate in, the Auction
for the Property.
D. The Bidding Procedures Motion and the Bidding Procedures comply with all
applicable statues and the local rules of this Court.
E. Due, sufficient, and adequate notice of the relief granted herein has been given to all
parties in interest.
F. No objections to the relief requested in the Bidding Procedures Motion were filed,
and the deadline to file an objection has passed.
/ / /
2 The findings and conclusion set forth herein constitute this Court’s findings of fact and conclusions
of law pursuant to Rule 52 of the Federal Rules of Civil Procedure. To the extent a finding of fact
constitutes a conclusion of law, or a conclusion of law a finding of fact, they are adopted as such.
The Court’s finding and conclusions set forth at on the record at the Hearing, if any, are incorporated
herein by reference.

3
No. 1:24-cv-01102-KES-SAB
ORDER
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Accordingly, it is hereby:
ORDERED that all objections to the Bidding Procedures Motion and entry of the Bidding
Procedures, if any, are hereby overruled and the Bidding Procedures Motion is granted. The hearing
on the Bidding Procedures Motion, currently set for December 2, 2025, at 1:30 p.m., is vacated.
IT IS FURTHER ORDERED the Bidding Procedures, which are fully incorporated herein
by reference, are hereby approved in all respects and shall govern all Potential Bidders and Bids,
including those that may be submitted by Qualified Bidders at the Auction.
IT IS FURTHER ORDERED that Potential Bidders seeking to submit Bids for the
Property must do so in accordance with the terms of the Bidding Procedures and this Order.
IT IS FURTHER ORDERED that all dates and deadlines set forth in the Bidding
Procedures are hereby approved. The failure of any objecting person or entity to timely file an
objection prior to the Sale Objection Deadline may be deemed a bar to the assertion at the Sale
Hearing or thereafter of any objection to the relief requested by the Receiver or the consummation
and performance of the sale of the Property to the Successful Bidder, including the transfer of the
Property free and clear of Interests to the fullest extent permitted by law (with such Interests
attaching to the cash proceeds of the sale to the same extent and with the same priority as existed
immediately prior to the sale).
IT IS FURTHER ORDERED that all notice and service provisions set forth in the Bidding
Procedures are hereby approved as adequate and reasonable.
IT IS FURTHER ORDERED that the failure to specifically include or reference any
particular provision of the Bidding Procedures in this Order shall not diminish or impair the
effectiveness of such provision, it being the intent of the Court that the Bidding Procedures be
authorized and approved in their entirety.
IT IS FURTHER ORDERED that the Receiver is authorized and empowered to take such
steps, expend such sums, and do such other things as may be necessary to implement and effectuate
the terms and requirements established and relief granted in this Order.

4
No. 1:24-cv-01102-KES-SAB
ORDER
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
IT IS FURTHER ORDERED that the Receiver is authorized to modify the Bidding
Procedures before service to parties to conform to the terms of this Order, including updating dates
and deadlines.
IT IS FURTHER ORDERED that this Court shall retain exclusive jurisdiction over any
disputes arising from or related to the Property, the Bidding Procedures, or the implementation or
interpretation of this Order.
IT IS SO ORDERED.
Dated: December 1, 2025
UNITED STATES DISTRICT JUDGE

Exhibit A

-1-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Terence G. Banich (SBN 212173) 1
terence.banich@katten.com
KATTEN MUCHIN ROSENMAN LLP
525 W. Monroe St.
Chicago, IL 60661-3693
Telephone: 	(312) 902-5200
Facsimile: 	(312) 902-1061
John E. Mitchell (pro hac vice)
Michaela C. Crocker (pro hac vice)
KATTEN MUCHIN ROSENMAN LLP
2121 North Pearl St., Ste. 1100
Dallas, TX 75201-2591
Telephone: 	(214) 765-3600
Facsimile: 	(214) 765-3602
Attorneys for the Receiver
Lance Miller
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF CALIFORNIA
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, et al.,
Plaintiffs,
v.
ACDF, LLC; ASSEMI AND SONS, INC.;
AVILA RANCH EA, LLC; BEAR FLAG
FARMS, LLC; C & A FARMS, LLC;
CANTUA ORCHARDS, LLC; DA REAL
ESTATE HOLDINGS, LLC; FAVIER
RANCH, LLC; FG2 HOLDINGS LLC;
GRADON FARMS, LLC; GRANVILLE
FARMS, LLC; GRANTLAND HOLDINGS
NO. 1, LLC; GRANTLAND HOLDINGS NO.
2, LLC; GRANTOR REAL ESTATE
INVESTMENTS, LLC; GVM
INVESTMENTS, LLC; GV AG, LLC;
LINCOLN GRANTOR FARMS, LLC;
MARICOPA ORCHARDS, LLC; PANOCHE
PISTACHIOS, LLC; SAGEBERRY FARMS,
LLC; DEREK BELL; and RACHEL MARIE
WHITE,
Defendants.
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
No. 1:24-cv-01102-KES-SAB
BIDDING PROCEDURES FOR THE SALE
OF RECEIVERSHIP PROPERTY
MARKETED BY CAPSTONE CAPITAL
MARKETS, LLC (WESTLANDS)
Judge: 	Hon. Kirk E. Sherriff
Action Filed: 	September 16, 2024
1 Designated as counsel for service pursuant to L.R. 182(c)(1).

-2-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
The United States District Court for the Eastern District of California (the “Court”) has
entered an Order (the “Bidding Procedures Order”), by which the Court approved the bidding
procedures set forth herein (the “Bidding Procedures”). These Bidding Procedures establish the
process by which the Receiver is authorized to conduct a public auction (the “Auction”) for the sale
of the land and associated rights (the “Property”) as more fully set forth in the form Purchase and
Sale Agreement attached hereto as Exhibit 2.2 A list of APNs that comprise the land is attached
hereto as Exhibit 1.
The Court has also approved substantially identical bidding procedures for certain property
that is related to farming operations on the Property and being administered by the Receiver in the
related case styled Federal Agricultural Mortgage Corporation v. Assemi Brothers, LLC, et al.,
Case No. 24-cv-1455-KES-SAB (the “Related Property”). With the exception of credit bids, a bid
for the Property must also include a bid for the Related Property.
1. 	Key Dates
These Bidding Procedures provide interested parties with the opportunity to qualify for and
participate in the Auction to be conducted by the Receiver and to submit Bids (as defined below)
for the Property (to include the Related Property). The Receiver with the assistance of Capstone
Capital Markets LLC (“Capstone”) and Pivot Management Group, LLC (“Pivot”) will assist
interested parties in conducting their respective due diligence investigations.
The key dates for the sale process are as follows:
Event 	Deadlines3 	Date4
Deadline to Serve Court-
Approved Bidding
Procedures5
Within one (1) business day of
entry of the Bidding Procedures
Order
Thursday
December 4, 2025
2 All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to
them in the Bidding Procedures Order or the PSA, as applicable.
3 All dates/deadlines are subject to extension or adjournment as provided for in the Bidding
Procedures Order.
4 The Estimated Date is given to help place the Deadlines into context. Actual dates will be
calculated based on the column titled “Deadlines.”
5 A copy of the Court-approved Bidding Procedures will be served via (i) first class mail on: (a) the
potential holders of Interests, (b) the Consultation Parties, (c) all parties who have expressed a bona
fide interest in purchasing the Property, and (d) the service list established in this case; and (ii) via

-3-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Event 	Deadlines3 	Date4
Deadline to File Notice of
Stalking Horse Bidder or
Notice of No Stalking Horse
Bidder
Monday
December 29, 2025
Deadline to Submit
Qualified Bids (the “Bid
Deadline”)
Twenty-one (21) days after Filing
of Notice of Stalking Horse Bidder
or Notice of No Stalking Horse
Bidder
Monday
January 19, 2026
Deadline to Either (1)
Notify Qualified Bidders of
Auction or (2) Cancel
Auction
Two (2) days after Bid Deadline 	Wednesday
January 21, 2026
Auction, if held 	Five 	(5) 	days 	after 	notifying
Qualified Bidders of Auction
Monday
January 26, 2026
Deadline to File Notice of
Successful Bidder, if
Auction Held
Two (2) days after conclusion of
Auction
Wednesday
January 28, 2026
Deadline to Object to Sale 	Five (5) days after filing of Notice
of 	Successful 	Bidder 	or 	twelve
(12) days after filing Notice of
Cancellation of Auction
Monday
February 2, 2026
Reply Deadline 	Six 	(6) 	days 	after 	Objection
Deadline
Monday
February 9, 2026
Sale Hearing 	Monday
February 16, 2026, at
1:30 p.m. PT
2. 	Consultation Parties.
(a) 	Except as set forth in Section 2(b) below, the “Consultation Parties” referred to
herein consist of the following entities, solely with respect to parcels subject to their respective liens
or owner interests:
i. 	Plaintiffs;
ii. 	Farming Defendants (as defined in the Receivership Order); and
the Court’s ECF filing system. Parties wishing to receive expedited service of sale-related
pleadings 	or 	other 	documents 	should 	contact 	Janice 	Brooks-Patton 	at 	janice.brooks-
patton@katten.com and request to receive e-mail service.

-4-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
iii. 	Any other person or entity that is participating in the sale process with respect
to the Property in accordance with ¶ 2(d) of the Capstone Engagement Letter
[Docket No. 157-2] and as agreed to by Receiver.
(b) 	If any of the persons or entities listed in paragraph 2(a), above, submits a Bid (other
than a credit bid), such person shall no longer be a Consultation Party for purposes of these Bidding
Procedures. The Receiver shall not consult with Plaintiffs if determining whether a bid submitted
by Plaintiffs is a higher or better bid.
3. 	Potential Bidders.
To participate in the bidding process or otherwise be considered for any purpose under these
Bidding Procedures, a person or entity interested in consummating a sale (a “Potential Bidder”)
must deliver or have previously delivered to the Receiver the following documents:
(a) 	an executed non-disclosure agreement (an “NDA”) on terms acceptable to the
Receiver;
(b) 	identification of the Potential Bidder and any of the principals, corporate officers, or
other representatives that are authorized to appear for and act on behalf of the Potential Bidder with
respect to the contemplated transaction; and
(c) 	proof of an ability to close the proposed transaction in form and substance acceptable
to the Receiver in his business judgment and in consultation with the Consultation Parties.
4. 	Provisions Governing Joint Bid Discussions.
If a Potential Bidder is interested in engaging in discussions with a third party concerning a
potential joint Bid (“Joint Bid”) for the purchase of the Property and Related Property, such
Potential Bidder shall, prior to engaging in such discussions, (a) complete and submit a form to be
supplied by Capstone requesting the Receiver’s consent to engage in such discussions and
identifying the third party(ies), and (b) receive the Receiver’s written consent to engage in such
discussions (the “Joint Bid Discussion Protocol”).

-5-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5. 	No Collusion
All bidders, including Potential Bidders and Qualified Bidders (defined below), are
expressly prohibited from directly or indirectly colluding or taking any other action in restraint of
free competitive bidding in connection with the sale process.
6. 	Qualified Bidders
(a) 	A “Qualified Bidder” is a Potential Bidder who satisfies these Bidding Procedures
and whose financial information, the financial information of its equity holder(s), or written
commitments, as applicable, demonstrate the financial capability to consummate the sale, whose
Bid is a Qualified Bid, and that the Receiver determines should be considered a Qualified Bidder,
in consultation with the Consultation Parties. No later than two (2) days after the Bid Deadline, the
Receiver will notify each Potential Bidder in writing (email being sufficient) whether such Potential
Bidder is a Qualified Bidder and shall provide counsel to the Consultation Parties copies of each
Qualified Bid.
(b) 	If the Receiver in his discretion determines any Potential Bidder not to be a Qualified
Bidder, the Receiver will refund such Qualified Bidder’s Deposit (defined below) on or within five
(5) business days after the Bid Deadline.
(c) 	Without the written consent of the Receiver, a Qualified Bidder may not modify or
amend its Qualified Bid, except for proposed amendments to increase their consideration
contemplated by, or otherwise improve the terms of, the Qualified Bid, during the period that such
Qualified Bid remains binding as specified in these Bidding Procedures; provided that any Qualified
Bid may be improved at the Auction as set forth herein. Any improved Qualified Bid must continue
to comply with the requirements for Qualified Bids set forth in these Bidding Procedures.
(d) 	Creditors 	who 	have 	a 	valid 	and 	perfected 	lien 	on 	the 	Property 	(“Secured
Creditor(s)”) shall be deemed Potential Bidders and Qualified Bidders under and in connection
with these Bidding Procedures and may credit bid all or any portion of the applicable Defendant(s)’
obligations to such Secured Creditor; and (b) any credit bid made by a Secured Creditor (or any
designee) by the Bid Deadline is, and will be deemed to be, a Qualified Bid in each instance for all
purposes under and in connection with the Bidding Procedures; provided, however, that nothing

-6-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
herein constitutes a waiver of the Receiver’s rights to challenge the liens and claims of Secured
Creditors. Any credit bid made by a Successful Bidder must include a cash component sufficient to
pay the Bid Protections and any fees and expenses that will be payable by the Receiver to Capstone
or other professionals at closing.
7. 	Due Diligence
Only 	Potential 	Bidders 	(whether 	submitting 	cash 	or 	credit 	Bids) 	whose 	financial
information, the financial information of its equity holder(s), or written commitments, as applicable,
demonstrate the financial capability to consummate the sale shall be eligible to receive due diligence
information and access to the Receiver’s electronic data room and additional non-public information
regarding the Property and Related Property. No Potential Bidder will be permitted to conduct due
diligence without signing an NDA in a form acceptable to the Receiver. The Receiver will provide
to each Potential Bidder that satisfies the foregoing reasonable due diligence information, as
requested by such Potential Bidder in writing, as soon as reasonably practicable after such request.
For all Potential Bidders, the due diligence period will end on the Bid Deadline. The Receiver shall
have no obligation to furnish any due diligence information after the Bid Deadline. Neither the
Receiver nor his professionals make any representations as to the completeness or accuracy of
information provided to Potential Bidders in relation to the sale of the Property and Related
Property.
Each Potential Bidder shall comply with all reasonable requests for additional information
and due diligence access requested by the Receiver or his advisors regarding the ability of the
Potential Bidder to consummate a sale. Failure by a Potential Bidder to comply with such reasonable
requests for additional information and due diligence access may be a basis for the Receiver to
determine that such bidder is not a Qualified Bidder or that a Bid made by such bidder is not a
Qualified Bid.
All due diligence requests should be directed to Capstone Capital Markets, LLC, Attn:
Arnav Virmani (avirmani@capstonepartners.com) and Hunter Costello
(hcostello@capstonepartners.com).

-7-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
8. 	Bid Requirements.
A proposal, solicitation, or offer for a purchase and sale of the Property and the Related
Property (each, a “Bid”) by a bidder that is submitted in writing and satisfies each of the following
requirements (the “Bid Requirements”) as determined by the Receiver, in his discretion and in
consultation with the Consultation Parties, shall constitute a “Qualified Bid”:
(a) 	Identity: Each Bid must fully disclose the identity of each entity that will be bidding
or otherwise participating in connection with such Bid and the complete terms of any such
participation. Each Bid must also include contact information for the specific persons, including
financial advisors and counsel, if any, that the Receiver’s advisors should contact regarding such
Bid.
(b) 	Purchase Price. Each Bid must clearly set forth the purchase price in U.S. dollars to
be paid for the Property and the Related Property (the “Purchase Price”).
(c) 	Deposit. On or before the Bid Deadline, each Bid must be accompanied by a deposit
in the amount equal to two percent (2%) of the aggregate cash Purchase Price of the Bid, to be held
together with other bidders’ cash deposits in a non-interest-bearing account to be established by the
Receiver or Pivot (the “Deposit”). For the avoidance of doubt, the Deposit requirement only applies
to the cash Purchase Price of a Bid and does not apply to the credit bid portion of a Bid.
(d) 	Assumption of Obligations. Each Bid must clearly state which liabilities the Bidder
agrees to assume, if any.
(e) 	Qualified Bid Documents. Each Bid must include duly executed, non-contingent
transaction documents necessary to effectuate the transactions contemplated in the Bid, as well as
all other material documents integral to such Bid (the “Qualified Bid Documents”). Such
documents must be based on and marked against form documents provided by the Receiver
(including a summary of each Bid as may be reasonably requested by the Receiver). Any
modifications to the form of documents provided by the Receiver must be in form and substance
acceptable to the Receiver, in consultation with the Consultation Parties, to be considered Qualified
Bid Documents.

-8-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(f) 	No Material Modifications to Stalking Horse PSA or Credit Bid PSA, as Applicable.
After either the Notice of Stalking Horse Bidder or No Notice of Stalking Horse Bidder is filed with
the Court, all further Bids must be submitted on the form asset purchase agreement attached to either
the Notice of Stalking Horse Bidder or Notice of No Stalking Horse Bidder, as applicable, and
include all material terms in the applicable PSA, including the following:
1. 	Property: With the exception of credit bids, the Bid must be for all Property
and Related Property, unless otherwise agreed to in writing by the Receiver in his sole
discretion, in consultation with the Consultation Parties.
2. 	No Representations and Warranties by the Receiver: The sale will be “as is”
and “with all faults,” without representations or warranties, and without recourse. Each
Bidder will represent that it has relied solely on its independent diligence, and not on any
representations of the Receiver or his agents, in formulating and submitting its Bid.
3. 	Free and Clear: The sale will be free and clear of liens, claims and
encumbrances, other than easements, rights of way and other encumbrances running with
the land, (the “Interests”) to the fullest extent permitted by applicable law.
(g) 	Committed Financing. To the extent that a Bid is not accompanied by evidence of the
Bidder’s capacity to consummate the sale set forth in its Bid with cash on hand, each Bid must
include unconditional committed financing from a reputable financing institution documented to
the satisfaction of the Receiver that demonstrates that the Bidder has received sufficient debt and/or
equity funding commitments to satisfy the Bidder’s Purchase Price and other obligations under its
Bid. Such funding commitments or other financing must be unconditional and must not be subject
to any internal approvals, syndication requirements, diligence, or credit committee approvals, and
shall have covenants and conditions acceptable to the Receiver.
(h) 	Contingencies. A Bid shall not be conditioned on the obtaining or the sufficiency of
financing or any internal approval, or on the outcome or review of due diligence.
(i) 	Time Frame for Closing. Closing must occur within seven (7) days of the Sale Order
becoming a final, non-appealable order, unless otherwise agreed in writing by the Receiver in
consultation with the Consultation Parties.

-9-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(j) 	Binding and Irrevocable. A Qualified Bidder’s Bid shall be binding and irrevocable
unless and until the Receiver accepts a higher Bid and such Qualified Bidder is not selected as the
Backup Bidder.
(k) 	Expenses and Disclaimer of Fees. Apart from the Qualified Bid submitted by the
Stalking Horse Bidder, if any, each Bid must disclaim any right to receive a fee analogous to a
break-up fee, expense reimbursement, termination fee, or any other similar form of compensation.
For the avoidance of doubt, with the exception of the Stalking Horse Bidder, no Qualified Bidder
will be permitted to request, nor be granted by the Receiver, at any time, whether as part of the
Auction or otherwise, a break-up fee, expense reimbursement, termination fee, or any other similar
form of compensation, and by submitting its Bid is agreeing to refrain from and waive any assertion
or request for reimbursement on any basis.
(l) 	Authorization. Each Bid must contain evidence that the Qualified Bidder has obtained
authorization or approval from its board of directors (or a comparable governing body acceptable
to the Receiver) with respect to the submission of its Bid and the consummation of the transactions
contemplated in such Bid.
(m) 	Completed Diligence. Each Bid must include a written acknowledgement and
representation that the Qualified Bidder: (i) has had an opportunity to conduct any and all due
diligence regarding the Property and Related Property prior to making its offer; (ii) has relied solely
upon its own independent review, investigation, and/or inspection of any documents and/or the
Property or the Related Property in making its Bid; and (iii) did not rely upon any written or oral
statements, representations, promises, warranties, or guaranties whatsoever, whether express,
implied by operation of law, or otherwise, regarding the Property or Related Property or the
completeness of any information provided in connection therewith or the Auction, except as
expressly stated in the Bidder’s Bid.
(n) 	Adherence to Bidding Procedures. By submitting its Bid, each Bidder shall be deemed
to have agreed to abide by and honor the terms of these Bidding Procedures and agrees not to submit
a Bid not in conformity with these Bidding Procedures or seek to reopen the Auction after
conclusion of the Auction.

-10-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(o) 	Regulatory Approvals and Covenants. A Bid must set forth each regulatory approval
required for the Bidder to consummate the sale, if any, and the time period within which the Bidder
expects to receive such regulatory approvals.
(p) 	Consent to Jurisdiction. Each Qualified Bidder shall be deemed to have submitted to
the jurisdiction of the Court and waive any right to a jury trial in connection with any disputes
relating to the Receiver’s qualification of bids, the Auction, the construction and enforcement of
these Bidding Procedures, the sale documents, and the Closing, as applicable.
(q) 	Joint Bids. Joint Bids are permitted, provided that the Qualified Bidders have
complied with the Joint Bid Discussion Protocol.
(r) 	Bid Deadline. Each Bid must be transmitted via email (in .pdf or similar format) so as
to be actually received on or before January 19, 2026 (the “Bid Deadline”) by: (a) Counsel to the
Receiver: Katten Muchin Rosenman LLP, Attn: John Mitchell (john.mitchell@katten.com) and
Michaela Crocker (michaela.crocker@katten.com); (b) the Receiver’s investment banker, Capstone
Capital 	Markets, 	LLC, 	Attn: 	Skye 	Root 	(sroot@capstonepartners.com), 	Arnav 	Virmani
(avirmani@capstonepartners.com), and Hunter Costello (hcostello@capstonepartners.com); and (c)
Counsel for Plaintiffs: Seyfarth Shaw LLP, Attn: Jason DeJonker (JDeJonker@seyfarth.com) and
Nicholas Marcus (nmarcus@seyfarth.com).
9. 	Designation of Stalking Horse; Election to Move Forward with Credit Bid
Pursuant to the Bidding Procedures Order, the Receiver is authorized, but not obligated, in
his discretion and in consultation with the Consultation Parties, to designate a “Stalking Horse
Bidder” for the Property and Related Property by filing a Notice of Stalking Horse Bidder with the
Court, which will entitle such Stalking Horse Bidder to bid protections not to exceed two percent
(2%) in the aggregate of the initial cash Purchase Price set forth in the Stalking Horse PSA (the
“Bid Protections”). If the Receiver designates a Stalking Horse Bidder, he will file a Notice of
Stalking Horse Bidder with the Court that will include a purchase and sale agreement with the
Stalking Horse (the “Stalking Horse PSA”) and the proposed form of order approving a sale to the
Stalking Horse Bidder. Bidders wishing to submit Qualified Bids must submit their Bid on the form
of Stalking Horse PSA attached to the Notice of Stalking Horse Bidder.

-11-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Alternatively, the Receiver, in consultation with the Consultation Parties, may chose not to
designate a Stalking Horse Bidder. If the Receiver does not designate a Stalking Horse Bidder, he
will file a Notice of No Stalking Horse Bidder with the Court that will include a purchase and sale
agreement with one or more Plaintiffs, or their assignees (the “Credit Bid PSA”). Bidders wishing
to submit Qualified Bids must submit their Bid on the form of Credit Bid PSA attached to the Notice
of No Stalking Horse Bidder. Parties submitting credit bids will not be eligible to receive Bid
Protections.
10. 	Auction
If the Receiver receives more than one Qualified Bid for the Property and Related Property,
he will conduct the Auction to determine the Successful Bidder.
No later than the commencement of the Auction, the Receiver shall notify each Qualified
Bidder of the highest or otherwise best Qualified Bid for the Property and Related Property, as
determined in the Receiver’s reasonable business judgment, in consultation with the Consultation
Parties, as applicable (the “Baseline Bid”). The determination of which Qualified Bid constitutes
the Baseline Bid and which Qualified Bid constitutes the Successful Bid shall take into account any
factors the Receiver reasonably deems, in consultation with the Consultation Parties, relevant to the
value of the Qualified Bid, including, but not limited to: (a) the amount and nature of the total
consideration payable to the Receiver; (b) the likelihood of the Qualified Bidder’s ability to close
the sale and the timing thereof; and (c) the net economic effect of the value to be received by the
Receiver from the transaction contemplated by the Qualified Bid Documents, including in light of
the effect of any Bid Protections (collectively, the “Bid Assessment Criteria”).
The Auction shall take place on Tuesday, January 26, 2026, or such later date and time,
and by such other means, as selected by the Receiver in consultation with the Consultation Parties.
The Auction shall be conducted in a timely fashion according to these Bidding Procedures, and the
Receiver shall maintain a written or recorded transcript of the Auction. Remote participation by
Qualified Bidders at the Auction will be permitted in the Receiver’s discretion.

-12-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(a) 	The Receiver Shall Conduct the Auction.
The Receiver or his designee shall direct and preside over the Auction. At the start of the
Auction, the Receiver or his designee shall describe the terms of the Baseline Bid. All incremental
Bids made thereafter shall be Overbids (defined below) and shall be made and received on an open
basis, and all material terms of each Overbid shall be fully disclosed to all other Qualified Bidders
who submitted Bids. The Receiver shall maintain a written or recorded transcript of the Auction,
including the Baseline Bid, all applicable Overbids, and the Successful Bid.
Only (i) Qualified Bidders and their legal and financial advisors and (ii) the members of,
and advisors to, the Consultation Parties shall be entitled to attend the Auction, and the Qualified
Bidders shall appear at the Auction in person or via Zoom and may speak or bid themselves or
through duly authorized representatives. Only Qualified Bidders shall be entitled to Bid at the
Auction. The Receiver may allow other parties to attend the Auction in his discretion.
(b) 	Terms of Overbid.
“Overbid” means any Bid made at the Auction by a Qualified Bidder after the Receiver’s
announcement of the Baseline Bid. Each applicable Overbid must comply with the following
conditions:
i. 	Minimum Initial Overbid. The first overbid at the Auction (the “Minimum
Initial Overbid”) shall be in an amount not less than the purchase price set for in either the
Stalking Horse PSA or Credit Bid PSA, as applicable, plus an amount equal to the Bid
Protections, if any, plus an additional $1 million (the “Initial Overbid Amount”). The
amount of the Initial Overbid shall be included in the Notice of Stalking Horse Bidder or
Notice of No Stalking Horse Bidder, as applicable, filed with the Court.
ii. 	Minimum Overbid Increment. Any Overbid following the Minimum Initial
Overbid or following any subsequent Prevailing Highest Bid (as defined below) for the
Property and Related Property shall be in increments of $1 million. The Receiver may
establish different overbid increments at the Auction, as determined by the Receiver in the
exercise of his business judgment, in consultation with the Consultation Parties.

-13-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
iii. 	Conclusion of Each Overbid Round. Upon the solicitation of each round of
Overbids, the Receiver may announce a deadline (as he may, in his business judgment, extend
from time to time, the “Overbid Round Deadline”) by which time any Overbids must be
submitted to the Receiver.
Subsequent to each Overbid Round Deadline, the Receiver shall announce whether
he has identified, after consultation with the Consultation Parties, an Overbid as being higher
or otherwise better than the Baseline Bid, in the initial Overbid round, or, in subsequent
rounds, the Overbid previously designated by the Receiver as the prevailing highest or
otherwise best Bid (the “Prevailing Highest Bid”). The Receiver shall describe to all
Qualified Bidders the material terms of any new Overbid designated by him as the Prevailing
Highest Bid as well as the value attributable by the Receiver (after consultation with the
Consultation Parties) to such Prevailing Highest Bid based on, among other things, the Bid
Assessment Criteria.
iv. 	Overbid 	Alterations. 	An 	applicable 	Overbid 	may 	contain 	alterations,
modifications, additions, or deletions of any terms of the Bid no less favorable than any prior
Bid 	or 	Overbid, 	as 	determined 	in 	the 	Receiver’s 	reasonable 	business 	judgment, 	in
consultation with the Consultation Parties, but shall otherwise comply with the terms of these
Bidding Procedures.
(c) 	Consideration of Overbids.
The Receiver reserves the right, in his reasonable business judgment and in consultation
with the Consultation Parties, to adjourn the Auction one or more times to, among other things: (i)
facilitate discussions between the Receiver and Qualified Bidders; (ii) allow Qualified Bidders to
consider how they wish to proceed; and (iii) provide Qualified Bidders the opportunity to provide
the Receiver with such additional evidence as the Receiver, in his reasonable business judgment,
may require, that the Qualified Bidder has sufficient internal resources or has received sufficient

-14-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
non-contingent debt and/or equity funding commitments to consummate the proposed transaction
at the prevailing Overbid amount.
(d) 	Closing the Auction.
i. 	The Auction shall continue until there is only one Qualified Bid that the
Receiver determines, in his reasonable business judgment, and in consultation with the
Consultation Parties, to be the highest or otherwise best Bid. Such Qualified Bid shall be
declared the “Successful Bid,” and such Qualified Bidder, the “Successful Bidder” and at
which point the Auction will be closed. The Auction shall not close unless and until all
Qualified Bidders have been given a reasonable opportunity to submit an Overbid at the
Auction to the then-Prevailing Highest Bid. The Receiver’s acceptance of the Successful Bid
is conditioned upon Court approval at the Sale Hearing.
ii. 	The Receiver shall not consider any Bids or Overbids submitted after the
conclusion of the Auction, and any such Bids or Overbids shall be deemed untimely and shall
under no circumstances constitute a Qualified Bid.
iii. 	No later than one day after the Auction, the Receiver shall cause the Qualified
Bid Documents for the Successful Bid and Backup Bid (defined below) to be filed with the
Court.
(e) 	No Collusion; Good Faith Bona Fide Offer
Each Qualified Bidder participating at the Auction will be required to confirm on the record
at the Auction that: (i) it has not engaged in any collusion with respect to the bidding; and (ii) its
Qualified Bid is a good-faith bona fide offer, and it intends to consummate the proposed transaction
if selected as the Successful Bidder.
(f) 	Cancellation of Auction.
If the Receiver does not receive a competing Qualified Bid by the Bid Deadline, then the
Receiver may file a notice cancelling the Auction and designating the sole Qualified Bidder as the
Successful Bidder.

-15-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
11. 	Backup Bidder
The Qualified Bidder with the next highest or otherwise second-best Qualified Bid (the
“Backup Bid”) at the Auction, as determined by the Receiver in the exercise of his business
judgment and in consultation with the Consultation Parties shall be required to serve as a backup
bidder (the “Backup Bidder”). The Receiver shall announce the identity of any Backup Bidder and
the amount and material terms of the Qualified Bid of the Backup Bidder at the conclusion of the
Auction at the same time the Receiver announces the identity of the Successful Bidder. Unless
otherwise agreed in writing by the Receiver in consultation with the Consultation Parties, the
Backup Bidder shall be required to keep its Qualified Bid open and irrevocable until the closing of
the transaction with the Successful Bidder. The Backup Bidder’s Deposit shall be held by the
Receiver until the closing of the transaction with the Successful Bidder. If the Successful Bidder
fails to consummate its Successful Bid, the Receiver may select the Backup Bidder as the Successful
Bidder, and such Backup Bidder shall be deemed the Successful Bidder for all purposes. The
Receiver will be authorized, but not required, to consummate all transactions contemplated by the
Bid of such Backup Bidder without further order of the Court or notice to any party. In such case,
the defaulting Successful Bidder’s Deposit shall be forfeited to the Receiver, and the Receiver
specifically reserves the right to seek all available remedies against the defaulting Successful
Bidder, including specific performance.
12. 	Reservation of Rights.
The Receiver reserves the right to modify these Bidding Procedures in his reasonable
business judgment, and in consultation with the Consultation Parties, in any manner that will best
promote the goals of the bidding process, or impose, at or prior to the Auction, additional customary
terms and conditions on the sale, including, without limitation: (a) extending the deadlines set forth
in these Bidding Procedures; (b) adjourning the Auction at the Auction and/or adjourning the Sale
Hearing in open court without further notice; (c) adding procedural rules that are reasonably
necessary or advisable under the circumstances for conducting the Auction; (d) canceling the
Auction; and (e) rejecting any or all Bids.

-16-
304113380
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
13. 	Sale Hearing.
The hearing to approve the sale (the “Sale Hearing”) shall take place in the courtroom of
the Honorable Kirk E. Sherriff in the United States District Court for the Eastern District of
California, Robert E. Coyle U.S. Courthouse, 2500 Tulare Street, Courtroom 6, 7th Floor, Fresno,
California on February 16, 2026, at 1:30 p.m. (PT). Following the conclusion of the Auction, with
the consent of the Successful Bidder (in consultation with the Consultation Parties), or as otherwise
directed by the Court, the Sale Hearing may be adjourned or rescheduled without notice by an
announcement of the adjourned date at the Sale Hearing or by filing a notice on the docket in the
above-captioned case. At the Sale Hearing, the Receiver shall present the Successful Bid to the
Court for approval.
14. 	Return of Deposit.
The Deposit of the Successful Bidder shall be applied to the Purchase Price at closing. The
Deposits for each Qualified Bidder shall be held in one or more accounts on terms acceptable to the
Receiver in his sole discretion and shall be returned (other than with respect to the Successful Bidder
and the Backup Bidder) on or within five (5) business days after the Auction.
If a Successful Bidder fails to consummate a proposed transaction because of a breach by
such Successful Bidder, the Receiver will not have any obligation to return the Deposit deposited
by such Successful Bidder, which may be retained by the Receiver as damages, in addition to any
and all rights, remedies, or causes of action that may be available to the Receiver, and the Receiver
shall be free to consummate the proposed transaction with the Backup Bidder without the need for
an additional hearing or order of the Court.

-17-
304113380
EXHIBIT 1 TO BIDDING PROCEDURES
List of APNs
Map Location 	APN Number 	Assessor Acres
Bluhm Garcia 	026-300-034 	320.00
Bluhm Garcia 	026-320-006 	640.00
Bluhm Garcia 	026-320-017 	479.10
Bluhm Garcia 	026-320-020 	640.00
Brannan Ranch 	017-080-84s 	245.64
Calaveras Ranch 	038-090-37S 	310.63
Calaveras Ranch 	038-160-10S 	40.00
Calaveras Ranch 	038-160-13 	120.00
Calaveras Ranch 	038-090-36S 	322.98
Calaveras Ranch 	040-030-34S 	273.34
Calaveras Ranch 	040-030-41S 	25.31
Calaveras Ranch 	040-060-20S 	161.46
Calaveras Ranch 	040-060-22S 	158.79
Calaveras Ranch 	040-060-25S 	315.15
Huron 	075-050-07 	160.00
Huron 	075-070-16S 	24.63
Huron 	075-070-17S 	130.56
Huron 	075-070-22S 	0.06
Huron 	075-070-36S 	78.78
Huron 	075-070-50S 	76.60
Huron 	075-070-53S 	155.50
Huron 	075-070-55S 	162.10
Huron 	075-050-08S 	160.00
Huron 	075-050-50S 	319.49
Huron 	075-070-28 	152.80
Huron 	075-070-29 	155.15
Huron 	075-070-30 	157.58
Huron 	075-070-31 	160.00
Huron 	075-070-43S 	40.00
Huron 	075-070-46S 	79.08
Huron 	075-070-47S 	77.22
Huron 	075-070-48S 	156.30
Huron 	075-070-56S 	436.06
Huron 	078-020-47S 	220.47
Huron 	078-020-54S 	403.30
Huron 	078-041-01S 	99.00

-18-
304113380
Map Location 	APN Number 	Assessor Acres
Huron 	078-041-02S 	82.56
Huron 	078-041-17S 	50.70
Huron 	078-060-02S 	47.62
Huron 	078-060-03S 	173.68
Huron 	078-060-39S 	130.65
Huron 	078-060-57S 	634.77
Huron 	078-060-65S 	127.60
Huron 	078-060-80S 	129.62
Huron 	078-060-85S 	164.63
Huron 	078-060-86S 	90.44
Huron 	078-060-87S 	86.59
Huron 	078-060-88S 	85.53
Huron 	078-080-55 	159.36
Huron 	078-130-06S 	130.00
Huron 	078-130-07S 	219.99
Huron 	078-130-11S 	160.00
Huron 	078-130-23S 	257.80
Huron 	078-140-02S 	37.98
Huron 	078-140-04S 	40.00
Huron 	078-140-05 	40.00
Huron 	078-140-06S 	19.40
Huron 	078-140-07S 	19.40
I-5 Ranch 	027-210-20S 	100.59
I-5 Ranch 	027-210-29S 	60.29
I-5 Ranch 	027-210-32S 	30.00
I-5 Ranch 	027-210-33S 	30.00
Kamm Avenue 	038-061-04 	120.00
Kamm Avenue 	038-061-55s 	160.62
Kamm Avenue 	038-130-51s 	78.46
Kamm Avenue 	038-130-86s 	19.91
Kamm Avenue 	038-130-87s 	18.54
Kamm Avenue 	038-141-60s 	73.49
Kamm Avenue 	045-040-02 	44.78
Kamm Avenue 	045-040-04S 	40.00
Kamm Avenue 	045-040-08 	25.00
Kamm Avenue 	038-061-06 	158.83
Kamm Avenue 	038-061-23S 	82.29
Kamm Avenue 	038-061-28S 	37.61
Kamm Avenue 	038-061-31S 	40.00
Kamm Avenue 	038-061-32S 	10.37

-19-
304113380
Map Location 	APN Number 	Assessor Acres
Kamm Avenue 	038-061-33S 	28.96
Kamm Avenue 	038-061-34S 	160.00
Kamm Avenue 	038-061-58S 	487.83
Kamm Avenue 	038-071-41S 	15.64
Kamm Avenue 	038-071-42S 	57.00
Kamm Avenue 	038-130-10s 	80.00
Kamm Avenue 	038-130-11s 	80.00
Kamm Avenue 	038-141-26 	20.00
Kamm Avenue 	038-141-27S 	20.00
Kamm Avenue 	038-141-28S 	20.00
Kamm Avenue 	038-141-29 	60.00
Kamm Avenue 	038-141-30 	40.00
Kamm Avenue 	038-141-31 	55.86
Kamm Avenue 	038-141-38S 	31.44
Kamm Avenue 	038-141-41S 	158.18
Kamm Avenue 	038-141-44S 	140.29
Kamm Avenue 	038-141-49S 	158.18
Kamm Avenue 	038-141-50S 	158.18
Kamm Avenue 	038-141-58S 	100.00
Kamm Avenue 	038-141-63S 	53.55
Kamm Avenue 	038-210-13S 	53.33
Kamm Avenue 	038-210-28S 	25.00
Kamm Avenue 	038-210-82S 	106.66
Kamm Avenue 	038-300-02 	6.90
Kamm Avenue 	038-300-03S 	9.21
Kamm Avenue 	038-300-04S 	30.00
Kamm Avenue 	038-300-05 	22.50
Kamm Avenue 	038-300-10 	40.00
Kamm Avenue 	038-300-11S 	40.00
Kamm Avenue 	038-300-14S 	315.76
Kamm Avenue 	038-300-18S 	77.88
Kamm Avenue 	038-300-22 	18.41
Kamm Avenue 	038-300-27S 	77.88
Kamm Avenue 	038-300-28S 	116.83
Kamm Avenue 	038-300-29S 	158.46
Kamm Avenue 	045-040-07 	25.00
Kamm Avenue 	038-071-43S 	35.23
Kamm Avenue 	038-071-44S 	41.05
Kamm Avenue 	038-071-46S 	135.78
Kamm Avenue 	038-071-59 	2.19

-20-
304113380
Map Location 	APN Number 	Assessor Acres
Kamm Avenue 	038-130-19S 	320.00
Kamm Avenue 	038-130-56S 	78.45
Kamm Avenue 	038-130-58S 	78.46
Kamm Avenue 	038-141-01S 	160.00
Kamm Avenue 	038-141-02 	38.62
Kamm Avenue 	038-141-03 	38.67
Kamm Avenue 	038-141-04 	26.07
Kamm Avenue 	038-141-17 	20.00
Kamm Avenue 	038-141-19 	60.00
Kamm Avenue 	038-141-52 	40.00
Kamm Avenue 	038-141-53 	120.00
Kamm Avenue 	038-141-54S 	38.10
Kamm Avenue 	038-141-55S 	200.00
Kamm Avenue 	038-141-56S 	77.88
Kamm Avenue 	038-141-57 	51.23
Kamm Avenue 	038-141-62S 	164.87
Kamm Avenue 	038-210-01 	160.00
Kamm Avenue 	038-210-02S 	160.00
Kamm Avenue 	038-210-03S 	160.00
Kamm Avenue 	038-210-30S 	160.00
Kamm Avenue 	038-210-32S 	20.00
Kamm Avenue 	038-210-33S 	20.00
Kamm Avenue 	038-210-34S 	20.00
Kamm Avenue 	038-210-35S 	10.00
Kamm Avenue 	038-210-36S 	10.00
Kamm Avenue 	038-210-37S 	80.00
Kamm Avenue 	038-210-38S 	160.00
Kamm Avenue 	038-210-39S 	40.00
Kamm Avenue 	038-210-42S 	160.00
Kamm Avenue 	038-210-55S 	73.51
Kamm Avenue 	038-130-02 	160.00
Kamm Avenue 	038-210-06 	40.00
Kamm Avenue 	038-210-08 	80.00
Kamm Avenue 	038-210-09 	80.00
Kamm Avenue 	038-210-10S 	160.00
Kamm Avenue 	038-210-14S 	80.00
Kamm Avenue 	038-210-15S 	80.00
Kamm Avenue 	038-210-26 	25.00
Kamm Avenue 	038-210-27S 	25.00
Kamm Avenue 	038-210-41S 	20.00

-21-
304113380
Map Location 	APN Number 	Assessor Acres
Kamm Avenue 	038-210-43 	40.00
Kamm Avenue 	038-210-44S 	120.00
Kamm Avenue 	038-210-47S 	120.00
Kamm Avenue 	038-210-54S 	80.00
Kamm Avenue 	038-210-63S 	157.29
Kamm Avenue 	038-210-68S 	69.99
Kamm Avenue 	038-210-69S 	80.00
Kamm Avenue 	038-210-70S 	80.00
Kamm Avenue 	038-210-71S 	40.00
Kamm Avenue 	038-210-74S 	160.00
Kamm Avenue 	038-210-76S 	130.99
Kamm Avenue 	038-210-77S 	10.00
Kamm Avenue 	038-210-78S 	70.00
Kamm Avenue 	038-210-79S 	62.21
Kamm Avenue 	038-210-80S 	184.61
Kamm Avenue 	038-270-01 	20.00
Lassen Ranch 	068-071-06S 	152.22
Lassen Ranch 	068-071-07S 	162.15
Lassen Ranch 	068-071-09S 	160.00
Lassen Ranch 	068-071-36S 	161.00
Lassen Ranch 	068-071-37S 	165.00
Lassen Ranch 	068-071-38S 	157.00
Lassen Ranch 	068-071-39S 	130.56
Lassen Ranch 	068-071-40S 	161.56
Lassen Ranch 	068-071-41S 	85.56
Lassen Ranch 	068-071-42S 	22.56
Logoluso 	027-040-13 	160.00
Logoluso 	027-050-17S 	320.00
Logoluso 	027-110-11S 	40.00
Logoluso 	027-110-13S 	80.00
Mt. Whitney Ranch 	058-050-42S 	320.00
Mt. Whitney Ranch 	058-050-43S 	320.00
Mt. Whitney Ranch 	050-030-22S 	523.57
Mt. Whitney Ranch 	050-030-43S 	160.00
Mt. Whitney Ranch 	050-060-29S 	160.00
Mt. Whitney Ranch 	050-060-30S 	157.58
Mt. Whitney Ranch 	050-060-41S 	119.90
Mt. Whitney Ranch 	050-060-43S 	105.79
Mt. Whitney Ranch 	050-070-24S 	160.00
Mt. Whitney Ranch 	050-070-33S 	118.96

-22-
304113380
Map Location 	APN Number 	Assessor Acres
Mt. Whitney Ranch 	050-070-35S 	160.00
Mt. Whitney Ranch 	050-070-36S 	160.00
Mt. Whitney Ranch 	050-070-37S 	320.00
Mt. Whitney Ranch 	050-100-03S 	160.00
Mt. Whitney Ranch 	050-100-26S 	319.75
Mt. Whitney Ranch 	050-100-28S 	173.00
Mt. Whitney Ranch 	058-050-41S 	320.57
Mt. Whitney Ranch 	058-050-45S 	160.00
Mt. Whitney Ranch 	058-090-38S 	160.00
Mt. Whitney Ranch 	058-090-39S 	160.00
Mt. Whitney Ranch 	058-090-48S 	40.00
Mt. Whitney Ranch 	058-090-49S 	60.00
Mt. Whitney Ranch 	058-090-51S 	120.00
Mt. Whitney Ranch 	058-090-52S 	67.24
Mt. Whitney Ranch 	058-090-53S 	160.00
Mt. Whitney Ranch 	058-090-54S 	192.73
Mt. Whitney Ranch 	060-020-25S 	335.29
Mt. Whitney Ranch 	060-020-48S 	320.00
Mt. Whitney Ranch 	050-030-45S 	160.00
Mt. Whitney Ranch 	050-030-46S 	100.00
Mt. Whitney Ranch 	050-030-47S 	60.00
Mt. Whitney Ranch 	050-030-48S 	160.00
Mt. Whitney Ranch 	058-050-26S 	160.00
Mt. Whitney Ranch 	058-050-35S 	639.27
Mt. Whitney Ranch 	058-050-44S 	160.00
Mt. Whitney Ranch 	060-020-34S 	48.80
Mt. Whitney Ranch 	060-020-43S 	223.94
Mt. Whitney Ranch 	060-020-49S 	111.20
Mt. Whitney Ranch 	060-020-51S 	35.12
Mt. Whitney Ranch 	060-020-55S 	241.70
Mt. Whitney Ranch 	060-020-60S 	40.05
Panoche Road 	027-050-68S 	66.79
Panoche Road 	027-110-30S 	25.07
Panoche Road 	027-110-37S 	496.00
Panoche Road 	027-110-40S 	320.00
Panoche Road 	027-110-41S 	266.59
Panoche Road 	027-200-02S 	16.80
Panoche Road 	027-200-04S 	80.01
Primestar 	017-080-46s 	41.45
Primestar 	017-080-72s 	249.87

Map Location APN Number Assessor Acres

Windfall 017-060-06s 80.00
Windfall 027-180-45s 8.45
Windfall 027-180-46s 613.32

-23-

304113380

EXHIBIT 2 TO BIDDING PROCEDURES

Form PSA

(see attached)

-24-

304113380

SUBJECT TO ONGOING REVIEW AND COMMENT
-1-
20039.001/ PSA Template (Capstone).docx
302890752
DISCLAIMER: 	THIS 	DRAFT 	IS 	SUBJECT 	IN 	ALL 	RESPECTS 	TO 	THE
CONFIDENTIALITY AGREEMENT YOU ENTERED INTO WITH SELLER (AS
DEFINED HEREIN). 	THIS IS A PROPOSED FORM PURCHASE AGREEMENT
ONLY, AND NOT AN OFFER THAT CAN BE ACCEPTED. UNTIL SELLER AGREES
TO AND EXECUTES A DEFINITIVE AGREEMENT, SELLER HAS NO OBLIGATION
(LEGAL OR OTHERWISE) TO CONCLUDE A TRANSACTION. UNLESS INCLUDED
IN A DEFINITIVE AGREEMENT, COMMUNICATIONS (WRITTEN OR ORAL)
SHALL NOT CREATE ANY OBLIGATIONS WHATSOEVER ON SELLER AND NO
PERSON, INCLUDING ANY RECIPIENT OF THIS PROPOSED FORM, MAY RELY
ON THEM AS THE BASIS FOR TAKING OR FOREGOING ANY ACTION OR
OPPORTUNITY OR FOR INCURRING ANY COSTS. SELLER RESERVES THE
RIGHT TO REJECT ANY OR ALL PROPOSALS FOR ANY REASON WHATSOEVER
AND TO ACCEPT ANY ONE OR MORE PROPOSALS FOR ANY REASON, AND TO
NEGOTIATE SUCH PROPOSALS IN ANY MATTER HE DEEMS APPROPRIATE,
AND FURTHER RESERVES THE RIGHT TO REVISE AND COMMENT UPON THIS
PROPOSED FORM AFTER THE DATE HEREOF
PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) dated
[date], 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 (ii) [__________] (“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 ________ 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 of the

SUBJECT TO ONGOING REVIEW AND COMMENT
-2-
20039.001/ PSA Template (Capstone).docx
302890752
Court to be entered in the Proceeding substantially in the form attached hereto as Exhibit B (the
“Marketing Procedures Order”) and (ii) if Buyer is the Successful Bidder (as defined in the
Marketing Procedures Order), an order of the Court entered in the Proceeding authorizing the
transactions contemplated herein in substantially in the form attached hereto as Exhibit C (“Sale
Order”).
D. 	The transactions contemplated by this Agreement are intended by Buyer to be
made concurrently with the proposed purchase by Buyer of other real property related to or associated
with the farming and other operations of the Property (the “Concurrent Sale” of the “Concurrent
Sale Property”) pursuant to one or more separate Purchase and Sale Agreements and Joint Escrow
Instructions between Buyer and the third-party owner(s) of such property (the “Third-Party
Owner(s)”); provided, however, that closing of a Concurrent Sale shall not be a condition precedent
to the binding nature or effectiveness of this Agreement.
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;
(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

SUBJECT TO ONGOING REVIEW AND COMMENT
-3-
20039.001/ PSA Template (Capstone).docx
302890752
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”)
subject to the provisions of Section 1.6 below]];
(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, 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 (collectively, “Water Rights”) [excepting
________________________, which shall be terminated on or before the Closing1 ]; 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,
subject to the provisions of Section 1.6 below; 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 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
1 To be used at Buyer’s request if such relief is available under applicable law without damages.

SUBJECT TO ONGOING REVIEW AND COMMENT
-4-
20039.001/ PSA Template (Capstone).docx
302890752
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
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

SUBJECT TO ONGOING REVIEW AND COMMENT
-5-
20039.001/ PSA Template (Capstone).docx
302890752
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
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,

SUBJECT TO ONGOING REVIEW AND COMMENT
-6-
20039.001/ PSA Template (Capstone).docx
302890752
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 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. 	If Buyer is the Successful Bidder, the Bid Deposit shall be credited and applied toward
payment of the cash consideration due at the Closing.
1.6 	Pistachio Crop Contracts. 	Prior to the Closing, Seller shall have the
unrestricted right to enter into one or more contracts for the sale or marketing of 100% of the
pistachio crops purchased from the Land for the 2026 and 2027 crop years (collectively, the
“Pistachio Contract”) with one or more processors/marketers of Seller’s choosing, in its sole
discretion, provided, however that the Pistachio Contract will be in material conformity with industry
standards for deals of similar size and nature. 	Buyer agrees to expressly assume the obligations of
grower under such Pistachio Contract at the Closing, in the form set forth on Exhibit H, attached
hereto (the “Pistachio Contract Assumption”), and Seller may authorize the recording of one or
more memoranda of the Pistachio Contract as a covenant burdening those parcels of the Land which
are currently planted to pistachios (the “Pistachio Memoranda”), which memoranda shall be a
Permitted Exception with respect to the condition of title 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 no
later than ______ (__) days following the date the Sale Order becomes final and non-
appealable (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).

SUBJECT TO ONGOING REVIEW AND COMMENT
-7-
20039.001/ PSA Template (Capstone).docx
302890752
3.1 	Purchase Price. 	The Purchase Price of the Property (“Purchase Price”) is
_______________ and 00/100ths Dollars ($___________.00) 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
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

SUBJECT TO ONGOING REVIEW AND COMMENT
-8-
20039.001/ PSA Template (Capstone).docx
302890752
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 as soon as practical following the Effective Date, 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, provided that the following will not apply if Seller
delivers any inaccurate or untrue information to the Natural Hazard Expert:
(a) 	Seller shall not be liable for any error or inaccuracy in, or omission
from, the information in the Natural Hazards Disclosure.

SUBJECT TO ONGOING REVIEW AND COMMENT
-9-
20039.001/ PSA Template (Capstone).docx
302890752
(b) 	The Natural Hazards Disclosure is being provided by Seller for
purposes of complying with the Disclosure Statutes and shall not be deemed to constitute a
representation or warranty by Seller as to the presence or absence in, at or around of the Property of
the conditions that are the subject of the Disclosure Statutes.
5.2 	Condition of Title. 	Seller agrees to convey fee simple title in and to the
Property to Buyer. 	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) 	all covenants, conditions, restrictions, easements, agreements, defects,
encumbrances, other than financial liens not created by Buyer, and other matters of record, except to
the extent Seller has agreed in writing to terminate or remove;
(d) 	physical matters and conditions, if any, that exist at the Property on
the Effective Date and that would be disclosed by a current survey or inspection of the Property;
(e) 	laws, regulations, or ordinances relating to zoning, environmental
protection, subdivision, occupancy, use, construction, or development of the Property;
(f) 	any matters or interests created or otherwise caused by Buyer or its
agents, consultants, and representatives;
(g) 	the printed standard exceptions listed in the Preliminary Report (as
defined below); and
(h) 	such other matters as Buyer either waives, assumes, or consents to in
writing, including the leasehold and other rights listed in Schedule 5.2(h).
5.3 	No Liens. 	The Property shall be sold free and clear of any and all financial
liens, liabilities, obligations, encumbrances, or claims (except for any such liens, encumbrances, claims
or interests set forth and described in Section 5.2 above) effective upon the Closing. [As directed by
Buyer,] Seller shall have caused or obtained, to Buyer’s reasonable satisfaction, prior to the Closing,
(i) [termination of all existing agricultural leases2 , if any], (ii) [quitclaim or conveyance of all
rights of such agricultural tenants in and to the Crops, if any 3 ], and (iii) release of all liens in and
to the Crops that appear in the public record by any persons having an interest therein, but excluding
the Pistachio Memoranda.
2 To be used at Buyer’s request if such relief is available under applicable law without damages.
3 To be used at Buyer’s request if such relief is available under applicable law without damages.

SUBJECT TO ONGOING REVIEW AND COMMENT
-10-
20039.001/ PSA Template (Capstone).docx
302890752
5.4 	Buyer’s Indemnification of Seller. 	Any damage caused to the Property in
connection with Buyer’s Inspection shall be promptly and fully repaired by Buyer and the Property
returned to its prior condition, all at Buyer’s sole cost and expense, which obligation shall survive any
termination of this Agreement. Buyer shall keep the Property free and clear of any mechanic’s liens
and materialmen’s liens and all other liens and encumbrances arising out of any of Buyer’s or Buyer’s
Agent’s activities, which obligation shall survive any termination of this Agreement. Further, except
for the discovery and remediation or repair of existing conditions on the Property (including, without
limitation, the existence of hazardous or toxic materials not placed on the Property by Buyer or its
agents or representatives) or to the extent arising from Seller’s gross negligence or willful misconduct,
Buyer hereby agrees to indemnify, defend and hold Seller, Lenders, and Seller’s and Lenders’
respective beneficiaries, partners, affiliates, subsidiaries, principals, members, shareholders, agents,
employees, professionals, successors, and assigns (together with Seller, collectively, the “Seller
Parties”), harmless from and against any and all claims, actions, losses, costs, liabilities, obligations
and expenses arising out of the acts or omissions of Buyer or Buyer’s Agents in connection with any
such entry, inspection, test, study or other activity, including without limitation all legal expenses
reasonably incurred by Seller Parties in connection therewith. The indemnity provided herein shall
survive the Close of Escrow and any termination of this Agreement.
5.5 	SGMA 	Disclosure. 	The 	Sustainable 	Groundwater 	Management 	Act
(“SGMA”) is a law enacted in the year 2014. SGMA may limit the amount of well water that may be
pumped from underground aquifers. 	Applicable rules and regulations are in place implementing
SGMA. Seller and its agents and representatives make no representation on water rights or the effect
of SGMA on the Property now or in the future. Buyer has been advised to consult an expert on water
rights and SGMA to determine the effect of SGMA on the Property now and in the future. In making
the decision to purchase the Property, Buyer is not relying upon any statement, representation, or
warranty of Seller (or any other Seller Party), but rather, Buyer is relying upon Buyer’s own
independent investigation and analysis of water rights and SGMA in regards to the Property. Upon
Closing, Buyer assumes the risk of implementation of SGMA on the Property. Buyer releases Seller
and all other Seller Parties, from any liability, known or unknown, arising from the implementation of
SGMA in regards to the Property.
6. 	Conditions Precedent; Termination.
6.1 	Conditions to Obligations of all Parties. The obligation of each Party to
consummate the transactions contemplated by this Agreement at Closing is subject to the fulfillment
on or prior to the Closing of the following conditions:
(a) 	the Court shall have entered the Sale Order and such order shall be in
full force and effect and shall not have been stayed or vacated, and any applicable appeal period
thereafter having lawfully expired, with no appeal having been filed with respect thereto. The Sale
Order shall be deemed obtained prior to the lapse of the appeals period if the Court approves this
Agreement, the sale of the Property pursuant to the terms of this Agreement, and Closing by Seller
upon a motion joined in, or their approval stipulated to the Court as agreed to, by Owner, Lenders,
and all parties of interest in the Action, and Title Company agrees to insure title to the Property
without taking exception to the appeals period or any potential appeal that could be filed during such
period. Buyer acknowledges and confirms that neither Seller nor any of Lenders has made any

SUBJECT TO ONGOING REVIEW AND COMMENT
-11-
20039.001/ PSA Template (Capstone).docx
302890752
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; and
(c) 	Lenders shall have provided their written approval of this Agreement.
6.2 	Seller’s Conditions Precedent. Seller’s obligation to perform as set forth in this
Agreement is hereby expressly conditioned on satisfaction of each and every one of the following
conditions precedent:
(a) 	Buyer shall have performed each of the acts to be performed by it
pursuant to this Agreement and the Marketing Procedures Order, including without limitation,
depositing the Bid Deposit, 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.
(b) 	Except as listed in Schedule 5.2(h), Seller shall have terminated any and
all existing leases on the Property and provided Buyer with satisfactory written evidence of the same,
in each case solely to the extent such leases are Receivership Property and terminable under applicable
law without damages.
(c) 	Each of the representations and warranties of Seller contained in
Section 7 or elsewhere in this Agreement shall be true and correct at the Close of Escrow as if
affirmatively made at that time.

SUBJECT TO ONGOING REVIEW AND COMMENT
-12-
20039.001/ PSA Template (Capstone).docx
302890752
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 entry of the Sale 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
Agreement in any respect, which breach, inaccuracy or failure to perform (1) gives rise to a failure of
the conditions set forth in Section 6.3 to be satisfied, and (2) (A) is not capable of being cured by the
Outside Date or (B) if capable of being cured by the Outside Date, is not cured by the earlier of the
Outside Date and thirty (30) days after delivery by Buyer of written notice to Seller of such breach, or
(ii) in the event that any condition set forth in Section 6.3 shall become incapable of being satisfied by
the Outside Date; provided that, Buyer’s right to terminate this Agreement pursuant to this Section
6.4(d) will not be available to Buyer at any time that Buyer is in material breach of any covenant,
representation or warranty hereunder; or;
(e) 	by Seller by giving written notice to Buyer at any time prior to Closing
(i) in the event there has been a breach of or inaccuracy in any representation or warranty made by
Buyer in this Agreement or if Buyer has breached any covenant contained in this Agreement in any
respect, which breach, inaccuracy or failure to perform (1) gives rise to a failure of the conditions set
forth in Section 6.2 to be satisfied and (2) (A) is not capable of being cured by the Outside Date or
(B) if capable of being cured by the Outside Date, is not cured by the earlier of the Outside Date and

SUBJECT TO ONGOING REVIEW AND COMMENT
-13-
20039.001/ PSA Template (Capstone).docx
302890752
thirty (30) days after delivery by Seller of written notice to Buyer of such breach, or (ii) in the event
that any condition set forth in Section 6.2 shall become incapable of being satisfied by the Outside
Date; provided that, Seller’s right to terminate this Agreement pursuant to this Section 6.4(e) will not
be available to Seller at any time that Seller is in material breach of any covenant, representation or
warranty hereunder; and
(f) 	by the mutual written consent of Seller and Buyer.
6.5 	Effect of Termination
(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
terminated pursuant to Sections 6.4(c), and an alternative transaction is consummated, Seller (subject
to entry of the Marketing Procedures Order) shall pay to Bidder a break-up fee in an amount equal to
$________ (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 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 represent 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.

SUBJECT TO ONGOING REVIEW AND COMMENT
-14-
20039.001/ PSA Template (Capstone).docx
302890752
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 Marketing Procedures Order and
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
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

SUBJECT TO ONGOING REVIEW AND COMMENT
-15-
20039.001/ PSA Template (Capstone).docx
302890752
any such representations and warranties shall be commenced, if at all, on or before the date which is
three (3) months after the date of the Closing and, if not commenced on or before such date, thereafter
will be void and of no force or effect.
8. 	Buyer’s 	Representations 	and 	Warranties. 	Buyer 	hereby 	warrants,
represents, convents and certifies to Seller and agrees that as of the Close of Escrow:
(a) 	Good Standing. 	[if an entity buyer; if not used, replace header with
Reserved] ___________ is a _________ that is properly and duly formed, validly existing and in good
standing under the laws of the ___________, registered to transact business in the State of California,
and is in good standing under the laws of the State of California. [use gray highlighted if formed in
other than 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.
(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.

SUBJECT TO ONGOING REVIEW AND COMMENT
-16-
20039.001/ PSA Template (Capstone).docx
302890752
(e) 	Debts, Liens, and Encumbrance. 	Buyer shall pay, when due, any
claims, liabilities, debts, injuries, liens or other encumbrances, and any consultant or other expense
contracted for or incurred by Buyer incurred or arising before the Close of Escrow or the earlier
termination of this Agreement that relate in any manner to any of Buyer’s activities relating to the
Property prior to the Closing (collectively, “Claims”) and shall indemnify, defend and hold Seller, the
Seller Parties, and the Property harmless from any Claims relating thereto.
(f) 	No 	Collusion; 	Negotiations 	with 	Third-Party 	Owners. 	Buyer
represents and warrants that (i) it has not engaged in any collusion with respect to its bid on the
Property and the transaction contemplated hereunder and (ii) absent Seller’s express written consent,
which consent may be withheld in Seller’s sole discretion, any and all discussions and negotiations by
Buyer regarding a Concurrent Sale or the purchase of a Concurrent Sale Property shall be conducted
through Seller and that Buyer shall have no direct or indirect communications with a Third-Party
Owner regarding a Concurrent Sale or a Concurrent Sale Property.
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 cultural costs actually incurred by Seller in connection with the Property for the 2026
crop year (the “Cultural Costs Reimbursement”). 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 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.
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)

SUBJECT TO ONGOING REVIEW AND COMMENT
-17-
20039.001/ PSA Template (Capstone).docx
302890752
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 9.1 shall survive the
Closing]4
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
Seller and/or Escrow Holder has agreed in writing to remove), and the following exceptions (the
“Permitted Exceptions”):
[LIST]
The premium for such title policy shall be paid as required under Section 12.
(d) 	Delivery. Possession of the Property shall be delivered to Buyer at the
time of the Closing free of all leases, contracts, occupancy agreements, tenancies, licenses, use
agreements or otherwise, except as may be included within the Permitted Exceptions, if applicable, or
to the extent such items are not Receivership Property.
10.2 	Seller’s Closing Obligations. 	On or before the Closing Date, Seller shall
deposit or cause the following to be deposited into Escrow (duly executed, as appropriate), for
recordation or delivery to Buyer as appropriate:
4 This paragraph is subject to change by agreement of the parties based on the estimated Closing Date.

SUBJECT TO ONGOING REVIEW AND COMMENT
-18-
20039.001/ PSA Template (Capstone).docx
302890752
(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) 	The Pistachio Contract Assumption, executed by Seller.
(d) 	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).
(e) 	An assignment of multi-peril crop insurance related to the Land, if any
(the “Assignment of Crop Insurance”) to the extent assignable.
(f) 	The Closing Statement (as defined below) executed by Seller.
(g) 	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.
(h) 	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.
(i) 	Seller’s California Form 593, if required.
(j) 	Seller’s IRS Form 1099-S if required by Escrow.
(k) 	All keys, codes and combinations for locks, safes or security devices
under Seller’s control located on the Property, if any.
(l) 	Such other documents, resolutions, consents, and affidavits reasonably
necessary or advisable to effect the valid consummation of the transaction evidenced by this
Agreement.
(m) 	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.

SUBJECT TO ONGOING REVIEW AND COMMENT
-19-
20039.001/ PSA Template (Capstone).docx
302890752
(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
____ County(ies) (the “PCOR”).
(d) 	The Pistachio Contract Assumption, executed by Buyer.
(e) 	To the extent required, duplicate counterparts of the Assignment
Agreement.
(f) 	The Closing Statement (as defined below) executed by Buyer.
(g) 	Such other documents, resolutions, consents, and affidavits reasonably
necessary or advisable to effect the valid consummation of the transaction evidenced by this
Agreement.
10.4 	Escrow Holder Closing Obligations. 	The Escrow Holder shall close
escrow on or before the Closing Date (i) if it has received all of the items to be deposited by Seller
pursuant to Section 10.2, and all of the items to be deposited by Buyer pursuant to Section 10.3, and
(ii) the Title Company is prepared to issue Buyer’s Title Policy in the condition required in Section
10.1(c) above. The Escrow Holder shall close escrow by:
(a) 	Recording the Deed in the Official Records of _____ County(ies),
California, and return the recorded Deed to Buyer with a conformed copy to Seller, and file the PCOR
in ____ County(ies), 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.

SUBJECT TO ONGOING REVIEW AND COMMENT
-20-
20039.001/ PSA Template (Capstone).docx
302890752
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) one-half of the documentary transfer taxes, sales
taxes and transfer taxes applicable to the sale, and (ii) one-half of the escrow fees.
(c) 	Buyer shall pay (i) one-half of the documentary transfer taxes, sales
taxes and transfer taxes applicable to the sale, (ii) one-half of the escrow fees, (iii) 100% of the cost of
recording and filing of any instrument to be recorded or filed as provided herein, (ii) premium for
Buyer’s Title Policy, and (iii) the costs of any new or updated ALTA site survey, if elected by Buyer.
(d) 	Escrow Holder shall prepare a closing statement in form and content
satisfactory to Buyer and Seller with respect to the transaction contemplated by this Agreement and
deliver the same to Buyer and Seller within five (5) days prior to the Close of Escrow for their approval
in writing (provided each will provide Escrow Holder with the information necessary to prepare such
closing statement) (“Closing Statement”).
13. 	Prorations. 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 and assessments. [Rent or income under all residential, farm
related, hunting and mineral leases, if any, shall be prorated as of the Close of Escrow5 ]. 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.
5 Remove if inapplicable.

SUBJECT TO ONGOING REVIEW AND COMMENT
-21-
20039.001/ PSA Template (Capstone).docx
302890752
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
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 Capstone Capital Markets, LLC (“Seller’s Broker”) and ____________ (“Buyer’s Broker”),

SUBJECT TO ONGOING REVIEW AND COMMENT
-22-
20039.001/ PSA Template (Capstone).docx
302890752
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 other 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
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: 	____________________
____________________
____________________
____________________
Attn: ________________
Telephone: 	________
Email: ______________
With a copy to: 	____________________
____________________
____________________
____________________
Attn: ________________

SUBJECT TO ONGOING REVIEW AND COMMENT
-23-
20039.001/ PSA Template (Capstone).docx
302890752
Telephone: 	________
Email: ______________
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:
and
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
Cutts Law, PC
5088 N. Fruit Ave, Ste 101
Fresno, CA 93711
Attn: Lisa A. Cutts
Telephone: 	559-226-8177
Email: lac@cutts-law.com
21. 	Waivers. Any Party can waive a provision, condition or covenant contained
in this Agreement, which is included herein for the benefit of the Party making such waiver. Any such
waiver shall be in writing and delivered to the other Party and the Escrow Holder. No waiver by any
Party of any covenant, condition or breach hereunder shall be deemed a waiver of any other
subsequent covenant, condition, or breach.
22. 	Governing Law. 	This Agreement shall be governed by and construed in
accordance with California law without regard to conflict of laws principles. 	The Court shall have
exclusive jurisdiction over any legal action brought by any Party to interpret or enforce this Agreement.
To the extent the Court declines jurisdiction, any legal action brought by any Party to interpret or
enforce this Agreement shall be venued in the appropriate state or federal court sitting in the City and
County of Fresno, California.
23. 	Business Days. 	In the event that this Agreement calls for an act to be
performed, or a notice to be given, on or by a specific date, which date falls on a Saturday, Sunday, or
holiday (as defined in Section 6700 and 6701 of the California Government Code), then such act may
be performed upon or such notice given on the next business day with the same effect as if it had
been performed on the day appointed. Any reference to “business days” herein shall mean those days

SUBJECT TO ONGOING REVIEW AND COMMENT
-24-
20039.001/ PSA Template (Capstone).docx
302890752
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 Properties, or otherwise.
27. 	Bidding Procedures. The bidding procedures to be employed with respect
to this Agreement shall be those reflected in the Marketing Procedures Order. 	Buyer agrees and
acknowledges that Seller is and may continue soliciting inquiries, proposals, or offers from third parties
for any and all of the Property in connection with any pursuant to the terms of the Marketing
Procedures Order.
28. 	Validity. 	Wherever possible, each provision of this Agreement shall be
interpreted in such a manner as to be valid under applicable law, but, if any provision of this
Agreement shall be invalid or prohibited thereunder, such provision shall be effective to the extent of
such prohibition without invalidating the remainder of such provision or the remaining provisions of
this Agreement.

SUBJECT TO ONGOING REVIEW AND COMMENT
-25-
20039.001/ PSA Template (Capstone).docx
302890752
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 notice 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 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 Error! Reference source not
found. of this Agreement shall apply during the Irrevocable Period in the event of a casualty or
condemnation affecting the Property.
SIGNATURES FOLLOW NEXT PAGE

SUBJECT TO ONGOING REVIEW AND COMMENT
-26-
20039.001/ PSA Template (Capstone).docx
302890752
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: ________________
[buyer sig blocks]
Date of Execution: ________________
Effective Date:________________

SUBJECT TO ONGOING REVIEW AND COMMENT
-27-
20039.001/ PSA Template (Capstone).docx
302890752
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: _____________________________

SUBJECT TO ONGOING REVIEW AND COMMENT
-28-
20039.001/ PSA Template (Capstone).docx
302890752
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
TO BE VERIFIED BY PRELIMINARY REPORT
END OF DESCRIPTION

SUBJECT TO ONGOING REVIEW AND COMMENT
-29-
20039.001/ PSA Template (Capstone).docx
302890752
EXHIBIT B
FORM OF MARKETING PROCEDURES ORDER

SUBJECT TO ONGOING REVIEW AND COMMENT
-30-
20039.001/ PSA Template (Capstone).docx
302890752
EXHIBIT C
FORM OF SALE ORDER

SUBJECT TO ONGOING REVIEW AND COMMENT
-31-
20039.001/ PSA Template (Capstone).docx
302890752
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]

SUBJECT TO ONGOING REVIEW AND COMMENT
-32-
20039.001/ PSA Template (Capstone).docx
302890752
EXHIBIT E
Form of Deed
Recording Requested By And
When Recorded Return To:
Mail Tax Statements To:
(SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY)
GRANT DEED
THE UNDERSIGNED RECEIVER DECLARES:
DOCUMENTARY TRANSFER TAX IS $______
___ Unincorporated Area 	____ City of ______
___Computed on full value of interest or property conveyed, or
___Computed on full value less value of liens or encumbrances remaining at time of sale
Assessor’s Parcel No. _______________
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LANCE
MILLER, solely in his capacity as court-appointed receiver (the “Grantor”) pursuant to the
_______________________________(“Sale Order”) entered in the case styled The Prudential
Insurance Company of America and PGIM Real Estate Finance, LLC v. ACDF, LLC et. al., Case No. 1:24-
cv-01102-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 _____, 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

SUBJECT TO ONGOING REVIEW AND COMMENT
-33-
20039.001/ PSA Template (Capstone).docx
302890752
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 2025 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 ______________ County[ies], 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]

SUBJECT TO ONGOING REVIEW AND COMMENT
-34-
20039.001/ PSA Template (Capstone).docx
302890752
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

SUBJECT TO ONGOING REVIEW AND COMMENT
-35-
20039.001/ PSA Template (Capstone).docx
302890752
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)]

SUBJECT TO ONGOING REVIEW AND COMMENT
-36-
20039.001/ PSA Template (Capstone).docx
302890752
EXHIBIT H
Form of Pistachio Assumption Agreement
PISTACHIO CONTRACT
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS 	PISTCAHIO 	CONTRACT 	ASSIGNMENT 	AND 	ASSUMPTION 	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 “Pistachio Property”), and other real 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 pistachio purchase and/or marketing contracts affecting the
Pistachio Property as set forth on Exhibit B, attached hereto and incorporated by reference (the
“Pistachio 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 Pistachio 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 Pistachio 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 Pistachio 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 Pistachio Contracts and has, subject to the required
consent of any counterparty, authority to assign the Pistachio Contracts (and to the extent
counterparty consent is required under any Pistachio 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,

SUBJECT TO ONGOING REVIEW AND COMMENT
-37-
20039.001/ PSA Template (Capstone).docx
302890752
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 Pistachio Contracts.
5. 	Each party will, at any time and from time to time upon written request therefor, execute and
deliver to the other party such documents as such other party may reasonably request in order to fully
assign and transfer the Pistachio Contracts, and cooperate in the obtaining of any additional consents
which are required and not obtained prior to the date hereof.
6. 	Assignee acknowledges that the obligation under the Pistachio Contracts to deliver 100% of
the pistachios produced from the Pistachio Property to the counterparties thereof (collectively, the
“Pistachio Purchaser”) is a covenant burdening the Pistachio Property which has been bargained
for by Assignor with Pistachio Purchaser, but for which payment (the “Covenant Compensation”)
will not be made until delivery of 100% of the pistachios produced from the Pistachio Property in
each of the 2026 and 2027 crop years. In the event that Assignee shall not perform under the Pistachio
Contracts, and the Covenant Compensation is not paid in full to Assignor by Pistachio Purchaser,
then the Covenant Compensation (or any unpaid portion thereof) shall become an obligation of
Assignee under this Assignment, and shall be due and payable within ten (10) business days following
written demand from Assignor.
7. 	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)]

SUBJECT TO ONGOING REVIEW AND COMMENT

-38-
20039.001/ PSA Template (Capstone).docx
302890752

SUBJECT TO ONGOING REVIEW AND COMMENT
-39-
20039.001/ PSA Template (Capstone).docx
302890752
SCHEDULE 1.1(g)
Contract Schedule
1. 	[list Pistachio Contract(s)]
2. 	[list other contracts to be assigned]

SUBJECT TO ONGOING REVIEW AND COMMENT
-40-
20039.001/ PSA Template (Capstone).docx
302890752
SCHEDULE 5.2(h)
Leases and Specific Title Encumbrances
[to be listed]

SUBJECT TO ONGOING REVIEW AND COMMENT
-41-
20039.001/ PSA Template (Capstone).docx
302890752
SCHEDULE 7.1
Exceptions to Seller’s Representations
[insert as applicable]