1:24-cv-01102 | Omnilex

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Before the Honorable Kirk E. Sherriff, United States District Judge, is the Notice of
Proposed Auction and Sale of Real Property [Dkt. No. 344] (the “Sale Notice”) filed by Lance
Miller, solely in his capacity as Court-appointed receiver in the above-captioned case (the
“Receiver”) for entry of an order (a) authorizing the Receiver to sell the Property1 free and clear of
liens, claims, and encumbrances, other than easements, rights of way, and other encumbrances
running with the land, to the fullest extent permitted by law (collectively, the “Interests”) with such
Interests attaching to the proceeds of the sale (“Sale Proceeds”) with the same force and in the same
priority as existed immediately prior to the Closing Date; (b) authorizing the Receiver to pay,
without further order of the Court, all sale-related costs and expenses, including break-up fees (if
1 Capitalized terms used herein shall have the meanings ascribed in the Purchase and Sale
Agreement attached hereto as Exhibit A (the “PSA”).
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF CALIFORNIA
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, et al.,
Plaintiffs,
v.
ACDF, LLC; ASSEMI AND SONS, INC.;
AVILA RANCH EA, LLC; BEAR FLAG
FARMS, LLC; C & A FARMS, LLC;
CANTUA ORCHARDS, LLC; DA REAL
ESTATE HOLDINGS, LLC; FAVIER
RANCH, LLC; FG2 HOLDINGS LLC;
GRADON FARMS, LLC; GRANVILLE
FARMS, LLC; GRANTLAND HOLDINGS
NO. 1, LLC; GRANTLAND HOLDINGS NO.
2, LLC; GRANTOR REAL ESTATE
INVESTMENTS, LLC; GVM
INVESTMENTS, LLC; GV AG, LLC;
LINCOLN GRANTOR FARMS, LLC;
MARICOPA ORCHARDS, LLC; PANOCHE
PISTACHIOS, LLC; SAGEBERRY FARMS,
LLC; DEREK BELL; and RACHEL MARIE
WHITE,
Defendants.
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No. 1:24-cv-01102-KES-SAB
ORDER (I) AUTHORIZING SALE
OF REAL ESTATE FREE AND
CLEAR OF INTERESTS; (II)
AUTHORIZING THE PAYMENT OF
SALE-RELATED COSTS; AND (III)
GRANTING RELATED RELIEF
Related to Dkt. Nos. 295, 308, 344

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applicable), commissions, and transaction fees (but excluding the Receiver’s attorneys’ fees); and
(c) granting related relief. The Court hereby finds that:2 (a) the marketing and sale of the Property
was held in accordance with the order establishing auction and bid procedures [Dkt. 308] (the
“Bidding Procedures Order”); (b) it has jurisdiction over the Property and the parties in this case,
including exclusive jurisdiction over the administration, control, and possession of the Property; (c)
it has the statutory authority to enter this Order, including pursuant to 28 U.S.C. § 2001 and the
Federal Rules of Civil Procedure; and (d) due and proper notice of the Sale Notice was given and
no other or further notice is necessary. Any objections were due by November 12, 2025, and no
objections were filed. The Court further finds that:
A. This Order constitutes a final order within the meaning of 28 U.S.C. § 158(a).
Notwithstanding Rule 54(b) of the Federal Rules of Civil Procedures, the Court expressly finds that
there is no just reason for delay in the implementation of this Order.
B. The Court entered the Bidding Procedures Order on October 6, 2025, that, among
other things, established the procedures in connection with the marketing, auction, and sale of the
Property (the “Bidding Procedures”) and granted related relief.
C. As demonstrated by (i) the testimony and other evidence submitted by declaration,
including the declarations submitted by Lance Miller and Sky Roote and (ii) the representations of
counsel in the record, all aspects of the sale process, including notice thereof, have been conducted
in compliance with the Bidding Procedures and Bidding Procedures Order.
D. In compliance with the Bidding Procedure Order, the Receiver published notice of the
Auction and proposed sale in the following publications: the Hartford Sentinel (Kings County),
Fresno Business Journals (Fresno County), and Bakersfield Californian (Kern Count) at least one
time per week for four weeks. See Proof of Service by Publication [Dkt. No. 335].
E. The Receiver has demonstrated good, sufficient, and sound business purpose and
justifications for the sale and other transactions contemplated in the PSA, and such actions are an
2 The findings and conclusion set forth herein constitute this Court’s findings of fact and conclusions
of law pursuant to Rule 52 of the Federal Rules of Civil Procedure. To the extent a finding of fact
constitutes a conclusion of law, or a conclusion of law a finding of fact, they are adopted as such.

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

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Defendants, or otherwise related to the Property, by reason of the transfer of the Property to the
Buyer. The Buyer is not acquiring or assuming any Interest, except as expressly set forth in the
PSA.
K. Notwithstanding any other terms herein, with respect to the interests of Metropolitan
Life Insurance Company and any other plaintiffs in the administratively consolidated cases pending
before this Court under case no. 1:24-cv-01261 et seq. (collectively, “MetLife”) and Phillip
Christensen, as Receiver in such cases (the “MetLife Receiver”), in the Water Supply Agreements
listed on Schedule 6.3(g) of the PSA, the sale free and clear of such interests is conditioned on the
prior written consent of MetLife and the MetLife Receiver. For the avoidance of doubt, nothing in
this Sale Order shall be construed to require the Successful Bidder to close the transaction unless
and until the Water Supply Agreements listed on Schedule 6.3(g) have been terminated, and the
inclusion of this language shall not be deemed to modify or waive that condition.
L. Pursuant to this Order and the Receivership Order, the Receiver has full power and
authority to execute, deliver, and perform the obligations under the PSA and all other documents
and transactions contemplated thereby and no consents or approvals, other than those expressly
provided for herein or in the PSA, are required for the Receiver to consummate the sale transaction.
As of the Closing Date, the transfer of the Property to the Buyer will be a legal, valid, and effective
transfer thereof, and vests the Buyer with all right, title, and interest of the Defendants and the
Receiver in and to the Property free and clear of all Interests accruing or arising any time prior to
the Closing Date, except as expressly set forth in the PSA.
M. The Buyer would not have entered into the PSA and would not consummate the sale if
the transfer of the Property were not free and clear of all Interests (other than those contained in the
PSA, as applicable), if the Buyer would, or in the future could, be liable for any such Interests, or if
any such Interests would or could be asserted against the Buyer after the closing of the sale. Sale of
the Property other than free and clear of Interests, and without the protections of this Order, would
impact materially and adversely the value the Receiver would be able to obtain for the Property. In
addition, Plaintiffs have consented to the sale of the Property free and clear of their respective
Interests. Other holders of Interests, if any, who did not object, or who withdrew their objections, to

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the Sale Notice are deemed to have consented. Therefore, approving of the PSA and the
consummation of the sale of the Property free and clear of Interests is appropriate under 28 U.S.C.
§ 2001, the Receivership Order and the interests of equity, and is in the best interests of the
Receivership estate, creditors, and other parties in interest.
N. Buyer is the designated Successful Bidder and the Buyer’s PSA is designated as the
Successful Bid in accordance with the Bidding Procedures.
O. CORE FARMLAND FUND LLC, a Delaware limited liability company (the “Back-
up Bidder”) is designated as the Back-up Bidder and Back-up Bidder’s purchase and sale
agreement (the “Back-up PSA”), which is attached hereto as Exhibit B, is designated as the Back-
up Bid. The Back-up Bidder has compiled in all respect with the Bidding Procedures Order and all
other applicable orders of this Court in negotiating and entering into the Back-up PSA.
P. The Receiver’s (i) publication of notice of the opportunity to purchase the Property,
the Bidding Procedures, and solicitation of bids for the Property as set forth above, (ii) solicitation
of bids for the Property through the Receiver’s and his professionals’ efforts to market the Property,
and (iii) conduct of the Auction in Fresno, California, establish the Receiver’s satisfaction of the
public sale requirements in 28 U.S.C. §§ 2001 and 2002. To the extent the Receiver has not fully
satisfied the provisions of 28 U.S.C. §§ 2001 and 2002, he is excused from compliance for cause
shown.
Accordingly, it is hereby:
ORDERED that the Receiver’s request to sell the Property (including the assignment of any
applicable contracts to the extent set forth in the PSA) is granted as set forth herein and any
objections to the Sale Notice, to the extent not resolved or withdrawn on the record, are overruled
on the merits. All persons and entities who received notice of the Sale Notice and/or the Sale Hearing
that failed to timely object thereto are deemed to have consented to the relief sought in the Motion
and set forth in this Order.
IT IS FURTHER ORDERED that the Sale Hearing, currently set for December 2, 2025,
at 1:30 p.m., is vacated.

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IT IS FURTHER ORDERED that the Receiver is authorized to enter into and consummate
the transactions set forth in the PSA with Buyer or its assignee as the Successful Bidder in
accordance with the Bidding Procedures Order or, to the extent Buyer is unwilling or unable to close
under the PSA, to Back-up Bidder pursuant to the Back-up Bidder PSA. The Receiver is authorized
to act on behalf of Defendants in connection with the sale and conveyance of title to the Property to
Buyer and no other consents or approvals are necessary or required for the Receiver to carry out the
sale and conveyance. All persons and entities are hereby prohibited and enjoined from taking any
action that would adversely affect or interfere with the ability of the Receiver to sell and transfer
the Property in accordance with the terms of this Order or the PSA.
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property pursuant
to the terms of the PSA.
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property to Buyer
free and clear of Interests, with such Interests attaching to the Sale Proceeds with the same force
and in the same priority as existed immediately prior to the Closing, and such sale shall be free and
clear of any rights of redemption or repurchase of any Defendant in this Case.
IT IS FURTHER ORDERED that Buyer shall not, by virtue of its acquisition of the
Property in this sale, be held liable for any Interests obligations that arose prior to the close of the
sale of the Property, and Buyer shall not be deemed to be the successor-in-interest of Receiver or
any other person or entity with respect to any Interests or obligations related to the Property that
arose prior to such close of sale or be liable as a successor with respect to the same.
IT IS FURTHER ORDERED that the Receiver is authorized to pay, without further Court
order, all sale-related costs and expenses, including closing costs, real estate taxes, title insurance,
prorations, recording fees, and commissions (but specifically excluding attorneys’ fees), with the
net proceeds payable to Plaintiffs in partial satisfaction of their liens.
IT IS FURTHER ORDERED that the Receiver is authorized to enter into any documents
reasonably necessary or desirable to implement the terms of this Order and effectuate the sale of the
Property and to take all further actions as may reasonably be requested by Buyer for the purposes
of assigning, transferring, granting and conveying to the Buyer, as may be necessary or appropriate

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

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of this Sale Order in any filing or recording office in any federal, state, county or other territory or
jurisdiction in which Property is located, or with any other appropriate clerk or recorded with any
other appropriate recorder, and such filing or recording shall be accepted and shall be sufficient to
release, discharge, and terminate any of the Interests as set forth in this Sale Order as of the Closing
Date. All persons and entities that are in possession or control of any portion of the Property on the
Closing Date shall promptly surrender possession and control thereof to the Buyer on, or as soon as
reasonably practicable after, the Closing Date.
IT IS FURTHER ORDERED that the Receiver shall serve a copy of this Order on all
parties known to have asserted an Interest in the Property. The Receiver is authorized to file a copy
of this Order in any court where an action is pending involving the Property.
IT IS FURTHER ORDERED that nothing contained herein shall prevent the Receiver
from seeking additional relief from this Court related to the PSA, the Property, or the Sale Proceeds.
IT IS FURTHER ORDERED that, should Buyer fail to close on the sale pursuant to and
in accordance with the terms of the PSA (as may be amended by written agreement of the Receiver
and Buyer), and without further order from the Court, the Receiver is hereby authorized and
empowered to sell the Property to Back-up Bidder, execute and deliver the Back-up Bidder PSA,
and to implement and consummate all of the transactions and perform all obligations contemplated
by the Back-up Bidder PSA and this Sale Order as if the Back-up Bidder were the Successful Bidder
at Auction, and the Back-up Bidder shall be entitled to all the findings and protections of this Sale
Order provided to the Buyer. In the event of a sale to Back-up Bidder, Back-up Bidder shall be
substituted as “Buyer” as defined in this Order.
IT IS FURTHER ORDERED that this Order and the terms and provisions of the PSA shall
be binding on Defendants, all of Defendants’ creditors (whether known or unknown), Buyer, Back-
up Bidder, and their respective affiliates, successors and assigns, and any affected third parties,
including, but not limited to, all persons asserting any interest in the Property. The provisions of this
Order and the terms and provisions of the PSA, and any actions taken pursuant hereto or thereto,
shall survive the entry of any order for relief under title 11 of the United States Code, and shall be
binding on Defendants and their successors and assigns, including any debtor-in-possession or any

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trustee appointed under title 11 of the United States Code, or similar custodian or fiduciary
appointed over Defendants or their assets. Any title company and its agents may rely upon the
provisions of this Order issuing any policies of title.
IT IS FURTHER ORDERED that this Order shall be effective immediately upon entry.
IT IS FURTHER ORDERED that this Court shall retain exclusive jurisdiction over any
disputes arising from or related to the Property, the PSA, or the implementation or interpretation of
this Order.
IT IS SO ORDERED.
Dated: December 1, 2025
UNITED STATES DISTRICT JUDGE

EXHIBIT A

PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) dated
November 3, 2025, to be effective on the date when all parties have executed it after entry of the
Marketing Procedures 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”) (ii)
WONDERFUL ORCHARDS LLC, a Delaware limited liability company (“Land Buyer”) and
(iii) WP PISTACHIOS LLC, a Delaware limited liability company (“Crop Buyer”). Land Buyer
and Crop Buyer are sometimes referred to herein collectively as “Buyer”, provided that Crop
Buyer is a party to this Agreement solely with respect to the provisions expressly applicable to the
purchase of the Westlands Crops (as defined below), and shall have no obligations with respect to
the purchase of the Land. 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 7,166.71 assessed acres of land, as more particularly
described on Exhibit A attached hereto (collectively, the “Land”).
B. 	Land 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. 	Crop Buyer desires to purchase and Seller desires to sell the Westlands
Crops on the terms and subject to the conditions herein set forth.
D. 	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 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”).
NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby
covenant and agree as follows:
1. 	Purchase and Sale
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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 the
applicable Buyer, and Buyer hereby agrees to purchase and acquire from Seller, the applicable
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 (the “Fixtures”),
including without limitation all roads, paved areas, implement covers, fences, gates, cattle guards,
and all improvements and infrastructure; all solar panels and all infrastructure related to solar
panels, including mounting systems, inverters, wiring, conduits, and related equipment (but
excluding all of the foregoing solar panels and infrastructure listed on Schedule 1.1(b)); 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 otherwise used or useful to or of benefit to the use and enjoyment
of the Land or that provides drainage, irrigation and/or water to the Land;
(c) 	All rights and interests, if any, in and to all rights, rights of way,
reversions, remainders, strips or gores, if any, between the Land and abutting properties, and any
land lying in or under the bed of any street, alley, road or right-of way, abutting or adjacent to the
Land, all covenants, conditions and restrictions, privileges, easements, servitudes, hereditaments,
and appurtenances appurtenant to the Land, or otherwise used or useful to or of benefit to the use
and enjoyment of the Land and/or providing any benefit with respect to access, ingress, egress,
irrigation water, domestic water, electricity, gas, telephone, sewer or other utility service to the
Land, whether or not of record (collectively, the “Appurtenant Rights”);
(d) 	Subject to the rights of Ranch 24, LLC in and to the crops growing
on the Ranch 24 Premises (as defined on Schedule 5.2(i)), all crops and farm products, whether
fructus naturales or fructus industriales (emblements), from and after the 2026 crop year (the
“Crops”);
(e) 	All rights of Seller in and to all oil, gas, minerals, and other
hydrocarbon substances, on or hereafter on or under the Land before or after extraction, if any
(collectively, the “Oil, Gas and Mineral Rights”);
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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(f) 	All surface water rights, groundwater rights, water credits, water
entitlements, water expectancies, and banked water of any kind 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, 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, lease, transfer, or exchange of water
generated from irrigation wells or otherwise associated with the Land, but specifically excepting
any banked water rights held by POSO CREEK WATER COMPANY, LLC, a California limited
liability company (“Poso Creek”), whether or not any of the members for which such water is held
by Poso Creek are the fee owners of the Land (collectively, “Water Rights”); and
(g) 	Any licenses or other agreements material to the Property and
operations thereon as listed on Schedule 1.1(g) that Buyer would like to have assigned to it at
Closing; provided that (i) such licenses or agreements are Receivership Property assignable by
Seller to Buyer without any liability or consideration and (ii) in the event that there are any licenses
or agreements that are material but not Receivership Property, Seller will use commercially
reasonable efforts to provide partial assignments where possible (and without any liability or
consideration) and enter into other agreements or arrangements that are reasonably satisfactory to
Buyer and approved by the Court, as necessary.
(h) 	All crops and farm products produced from 10,011.79 acres in
Fresno County, California (the “Westlands Property”) pursuant to the terms of the Pistachio
Purchase Agreement attached hereto as Exhibit H (the “Westlands PPA”) (the “Westlands
Crops”).
For purposes of clarity, the Land, Improvements, Fixtures, Appurtenant Rights, Oil, Gas
and Mineral Rights, Water Rights and licenses and agreements described in Sections 1.1
(a)through (g) (the “Real Property”) shall be purchased by Land Buyer and the Crops described in
Section 1.1(h) shall be purchased by Crop Buyer.
1.2 	As-Is Condition of Property; Disclaimer of Warranties; Certain Disclosures.
(a) 	Buyer acknowledges that Seller is acting solely in his capacity as
Court-appointed receiver and, consequently, has limited knowledge of the condition of the
Property. ACCORDINGLY, BUYER ACKNOWLEDGES AND AGREES THAT BUYER
IS PURCHASING THE PROPERTY “AS-IS”, “WHERE-IS”, AND “WITH ALL FAULTS
AND DEFECTS” AS OF THE EFFECTIVE DATE AND CLOSING DATE, AND BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY
DISCLAIMS 	ANY 	AND 	ALL 	IMPLIED 	WARRANTIES 	CONCERNING 	THE
CONDITION, VALUE AND QUALITY OF THE PROPERTY AND ANY PORTIONS
THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
HABITABILITY, 	MERCHANTABILITY, 	OR 	FITNESS 	FOR 	A 	PARTICULAR
PURPOSE. 	BUYER 	ACKNOWLEDGES 	THAT 	NO 	WARRANTY 	HAS 	ARISEN
THROUGH TRADE, CUSTOM OR COURSE OF DEALING WITH SELLER. 	BUYER
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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; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION
1.2 SHALL RELIEVE SELLER FROM (I) OBLIGATIONS EXPRESSLY SET FORTH IN
THIS AGREEMENT OR ANY CLOSING DOCUMENTS, AND (II) LIABILITY FOR
SELLER’S INTENTIONAL FRAUD OR WILLFUL MISCONDUCT.
(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, EXCEPT TO THE
LIMITED EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT.
(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
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AGRICULTURAL USES OR FOR THE CONDUCT OF ANY USES OR ACTIVITIES
THAT BUYER MAY CONTEMPLATE OR ELECT TO CONDUCT THEREON, OR THE
AVAILABILITY OF WATER OR WATER RIGHTS ON OR BENEFITTING THE
PROPERTY; 	(iv) 	THE 	PRESENCE 	OF 	ANY 	LATENT 	OR 	PATENT 	DEFECTS
AFFECTING 	THE 	PROPERTY 	INCLUDING 	BUT 	NOT 	LIMITED 	TO
IMPROVEMENTS, SOIL, GROUNDWATER AND SUBSURFACE GEOLOGY; AND
(v) THE QUALITY OF CONSTRUCTION AND MATERIALS INCORPORATED INTO
ANY IMPROVEMENTS LOCATED ON THE PROPERTY AND THE EXISTENCE,
QUALITY, NATURE, ADEQUACY, OR CONDITION OF ANY UTILITIES SERVING
THE PROPERTY.
(d) 	BUYER, FOR ITSELF AND ITS HEIRS, SUCCESSORS AND
ASSIGNS, AND ANYONE CLAIMING BY, THROUGH, OR UNDER BUYER, HEREBY
EXPRESSLY (i) WAIVES ANY CLAIM AND CAUSE OF ACTION WHICH RELATE,
REFER, PERTAIN TO, OR ARISE OUT OF ANY OF THE MATTERS DESCRIBED IN
THIS SECTION 1.2, AND ANY FAILURE BY SELLER TO DISCLOSE INFORMATION
TO BUYER CONCERNING THE PROPERTY (COLLECTIVELY, “SUCH CLAIMS”)
(REGARDLESS OF WHETHER SUCH CLAIMS ARE KNOWN OR DISCOVERABLE
AS OF THE EFFECTIVE DATE OR THE CLOSING DATE) AND (ii) RELEASES
SELLER FROM ANY AND ALL LIABILITY FROM ANY SUCH CLAIMS, EXCEPT
THAT BUYER DOES NOT WAIVE AND EXPRESSLY RESERVES (A) CLAIMS FOR
SELLER’S INTENTIONAL FRAUD OR WILLFUL MISCONDUCT, AND (B) CLAIMS
ARISING FROM SELLER’S FAILURE TO PERFORM OBLIGATIONS EXPRESSLY
SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS.
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 by Buyer solely to the extent such claims do not involve (i)
Seller’s intentional fraud or willful misconduct, and (ii) Seller’s obligations expressly set forth in
this Agreement:
“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.”
___________
Land Buyer’s Initials
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_____________
Crop Buyer’s Initials
1.3 Release. At the Closing, as a condition of Seller’s obligation to convey the
Property to Buyer, Buyer shall deliver to Seller and The Prudential Insurance Company of America
(“Prudential”), PAR U Hartford Life & Annuity Comfort Trust (“PAR U”), and PGIM Real
Estate Finance, LLC (together with Prudential and PAR U, collectively, the “Lenders”) a release
(the “Release”) in the form and content set forth on Exhibit D.
1.4 Not a Residential Purchase. Notwithstanding the existence of any residence
upon the Land, any such residence is incidental to the Property and the parties acknowledge,
understand, and agree that this Agreement is a commercial transaction and Buyer is not a
homebuyer purchasing a dwelling or residence. As a material inducement to Seller to sell the
Property, Buyer represents and warrants: (i) that it is purchasing the Property as a commercial
transaction; (ii) that the existence of any residence is not a material consideration of its desire to
purchase the Property; (iii) that nothing of value is being attributed to any such residence; and (iv)
that Buyer does not intend to occupy any such residence as Buyer’s primary 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.
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 the date
which is five (5) Business Days following the date on which 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).
3.1 Purchase Price. The Purchase Price of the Property (“Purchase Price”) is
Eighty-Two Million Six Hundred Ninety One Thousand, Six Hundred Ninety-Three and
00/100thsDollars ($82,691,693.00)1 United States currency. The Purchase Price shall be paid to
Seller in installments as follows:
1 Bid Amount of $84,700,000.00, less bid credit in the amount of the Breakup Fee.
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(a) 	Independent Consideration. Notwithstanding any term or provision
of this Agreement, Buyer hereby delivers to Seller an amount equal to One Hundred and
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) 	Bid 	Deposit. 	Concurrently 	with 	Buyer’s 	execution 	of 	this
Agreement and pursuant to the Marketing Procedures Order, Land Buyer shall deposit into an
interest-bearing receiver account with Pivot Management Group LLC (the “Deposit Holder”) an
amount equal to Six Million Six Hundred Ninety Four Thousand Three Hundred Fifty Seven
Dollars and 40/100ths ($6,694,357.40) (the “Bid Deposit”) in immediately available, goods
funds of the United States of America or, at Buyer’s election, by delivery of an irrevocable standby
letter of credit issued by a nationally recognized bank in a standard form reasonably acceptable to
Buyer and Seller (the “Letter of Credit”). If Buyer elects to deliver the Letter of Credit, Buyer
shall have no obligation to fund the Bid Deposit in cash unless and until the Closing, at which time
the Letter of Credit shall be drawn or replaced with cash and applied toward payment of the cash
consideration due. The Letter of Credit must provide for written notice to Seller at least sixty (60)
days prior to the expiration of the Letter of Credit if the Letter of Credit is not to be renewed by
the issuer, and may be drawn upon only in the event of (i) a determination by a court of competent
jurisdiction that Buyer is in default under this Agreement, or (ii) if the full amount of the Bid
Deposit is not deposited with Deposit Holder, or a replacement Letter of Credit delivered to Seller,
at least thirty (30) days prior to the expiration of the then current Letter of Credit. If Buyer is the
Successful Bidder, the Bid Deposit shall be credited and applied toward payment of the cash
consideration due at the Closing.
(c) 	Closing Payment. Seventy-Two Million Seven Hundred Ninety-
Seven Thousand Three Hundred Thirty Five and 60/100ths Dollars ($72,797,335.60) (the
“Closing Payment”) shall be deposited by Land Buyer into Escrow no later than one (1) business
day prior to the Closing and shall be released to Seller in cash, by cashier’s check or wire transfer
of immediately available funds, at the Close of Escrow.
(d) 	2026 Post-Closing Payment. One Million Six Hundred Thousand
Dollars ($1,600,000) (the “2026 Post-Closing Payment”) shall be paid by Crop Buyer to Seller
in cash, by cashier’s check or wire transfer of immediately available funds, but only upon and
conditioned on complete delivery of the 2026 pistachio crop from the Westlands Property pursuant
to the terms of the Westlands PPA. The 2026 Post-Closing Payment shall be in addition to any
amounts due to the then-current grower under the Westlands PPA.
(e) 	2027 Post-Closing Payment. One Million Six Hundred Thousand
Dollars ($1,600,000) (the “2027 Post-Closing Payment,” and together with the 2026 Post-Closing
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Payment, collectively, the “Post-Closing Payments”) shall be paid by Crop Buyer to Seller in
cash, by cashier’s check or wire transfer of immediately available funds, but only upon and
conditioned on complete delivery of the 2027 pistachio crop from the Westlands Property pursuant
to the Westlands PPA. The 2027 Post-Closing Payment shall be in addition to any amounts due to
the then-current grower under the Westlands PPA.
(f) 	Survival; Breach by Crop Buyer. The obligation to make the Post-
Closing Payments shall be a contractual payment obligation only, shall be a covenant surviving
the Closing as to the Real Property, and shall not constitute or be deemed secured by the Property,
and Seller’s sole and exclusive remedy for non-payment shall be an action at law for such payment.
Crop Buyer’s failure to make the 2026 Post-Closing Payment within thirty (30) days following
Seller’s written notice confirming the complete delivery of the 2026 pistachio crop from the
Westlands Property shall be grounds for termination by Seller of the Westlands PPA with respect
to the 2027 pistachio crop from the Westlands Property.
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 FIFTEEN (15) 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 	FIFTEEN 	(15) 	BUSINESS 	DAYS, 	AND 	BUYER 	HAS 	DILIGENTLY
COMMENCED SUCH CURE WITHIN SAID FIFTEEN (15) 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 FORTY-FIVE DAYS, OR
SUCH LONGER PERIOD AS APPROVED BY THE COURT, SELLER SHALL BE
ENTITLED TO THE BID DEPOSIT SET FORTH IN SECTION 1.5 AS LIQUIDATED
DAMAGES, AND NOT AS A PENALTY AND AS SELLER’S EXCLUSIVE REMEDY
AGAINST BUYER AT LAW OR OTHERWISE FOR BUYER’S FAILURE TO CLOSE
THE PURCHASE OF THE PROPERTY. 	THE PARTIES HERETO EXPRESSLY
ACKNOWLEDGE 	AND 	AGREE 	THAT THE 	AMOUNT 	OF SELLER’S 	ACTUAL
DAMAGES IN THE EVENT OF BUYER’S FAILURE TO CLOSE THE PURCHASE OF
THE PROPERTY OR OTHER EVENT OF DEFAULT BY BUYER UNDER THIS
AGREEMENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
ASCERTAIN, AND THE AMOUNT SET FORTH ABOVE AS LIQUIDATED DAMAGES
HAS 	BEEN 	AGREED 	UPON 	BY 	SELLER 	AND 	BUYER 	AFTER 	SPECIFIC
NEGOTIATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES
IS NOT INTENDED AS A FORFEITURE OR PENALTY. THE PARTIES AGREE THAT
THE 	BID 	DEPOSIT 	AMOUNT 	SET 	FORTH 	IN 	SECTION 	1.5 	REPRESENTS 	A
REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH SELLER WOULD
INCUR IN THE CASE OF BUYER’S FAILURE TO CLOSE THE PURCHASE OF THE
PROPERTY. BY INITIALING THE SPACES WHICH FOLLOW, SELLER AND BUYER
SPECIFICALLY 	AND 	EXPRESSLY 	AGREE 	TO 	ABIDE 	BY 	THE 	TERMS 	AND
PROVISIONS OF THIS SECTION CONCERNING LIQUIDATED DAMAGES IN THE
EVENT OF BUYER’S FAILURE TO CLOSE THE PURCHASE OF THE PROPERTY.
FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIQUIDATED DAMAGES
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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 	Land Buyer 	Crop 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.
(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.
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5.2 	Condition of Title. 	Seller agrees to convey fee simple title in and to the
Property to Land Buyer. Title shall be conveyed by Seller to Land Buyer by receiver’s deed, using
the form attached hereto as Exhibit E (the “Deed”), subject to the items enumerated in this Section.
Land Buyer shall accept title to the Property subject to the following exceptions; provided,
however, that nothing herein shall limit or restrict Land Buyer’s right to (i) negotiate with the Title
Company to remove or modify any such exceptions, or (ii) obtain title endorsements at Land
Buyer’s expense to insure over any such 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) 	easements, covenants, restrictions, defects, encumbrances and other
matters of record on the Effective Date, except as provided in Section 5.3 below;
(d) 	physical matters and conditions, if any, that exist at the Property on
the Effective Date and are 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) 	all recorded covenants, conditions, restrictions, easements, and
agreements affecting the Property on the Effective Date, including without limitation the Permitted
Exceptions (as defined below), except to the extent Seller has agreed in writing to terminate or
remove;
(h) 	the printed standard exceptions listed in the Preliminary Report; and
(i) 	such other matters as Buyer either waives, assumes, or consents to
in writing, including the leasehold and other rights listed in Schedule 5.2(i).
5.3 	No Liens. 	Notwithstanding the foregoing, the Property shall be sold free
and clear of any and all monetary liens, deeds of trust, mortgages, security interests, tax liens
(except those for taxes not yet due or payable), mechanics’ liens, crop liens, and other financial
encumbrances securing the payment of money, including any claims of tenants, contractors, or
others with potential rights to the crops or improvements effective upon the Closing, other than
the Permitted Exceptions. Seller shall have caused or obtained, to Buyer’s reasonable satisfaction,
prior to the Closing, a full release of all liens, claims, or encumbrances in and to the Crops that
appear in the public record or that are known to Seller by any persons having an interest therein.
5.4 	Buyer’s Indemnification of Seller. Any damage caused to the Property by
Buyer or Buyer’s Agents in connection with Buyer’s Inspection shall be promptly and fully
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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 provided, however, that
Buyer shall not be responsible for pre-existing conditions or defaults, including hazardous or toxic
materials, not caused or exacerbated by Buyer or Buyer’s Agents. 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
not extend to indirect, consequential, punitive or speculative damages and 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, except that Seller shall disclose to Buyer any
notices, violations, or regulatory actions of which Seller has actual knowledge, and shall further
disclose to Buyer, and deliver true and complete copies of, any contracts, agreements, or
understandings (whether written or oral) with third parties relating to the pumping, diversion,
sharing or transfer of groundwater, banked water, surface water, water rights or pumping
allocations affecting the Property, whether or not of record, of which Seller has actual knowledge
(provided that any such document which is included in the Preliminary Report is deemed
delivered). 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, provided this release shall not apply to any liability arising from Seller’s or any Seller
Parties’ fraud or intentional misrepresentations in connection with SGMA or water rights
information provided to Buyer.
Notwithstanding anything to the contrary in this Section 5.5 or elsewhere in this
Agreement, Buyer shall not assume, and Seller shall remain solely responsible for, any fees,
charges, penalties, assessments, or other liabilities imposed by the Semitropic Water District or
any other governmental or quasi-governmental authority arising out of or relating to groundwater,
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surface water, or allocation overages attributable to use of the Property prior to the Closing Date,
including without limitation, any SGMA allocation overages for the 2025 water year (January 1,
2025 – December 31, 2025), regardless of whether such amounts are invoiced, assessed, or become
due after Closing. Any such liability shall remain the sole responsibility of Seller, and Seller shall
indemnify, defend, and hold Buyer harmless from and against the same. This carve-out shall
survive Closing and delivery of the Grant Deed.
6. 	Conditions Precedent; Termination.
6.1 	Conditions to Obligations of all Parties. The obligation of each Party to
consummate the transactions contemplated by this Agreement at Closing is subject to the
fulfillment on or prior to the Closing of the following conditions:
(a) 	the Court shall have entered the Sale Order and such order shall be
in full force and effect and shall not have been stayed or vacated, and any applicable appeal period
thereafter having lawfully expired, with no appeal having been filed with respect thereto. The Sale
Order shall be deemed obtained prior to the lapse of the appeals period if the Court approves this
Agreement, the sale of the Property pursuant to the terms of this Agreement, and Closing by Seller
upon a motion joined in, or their approval stipulated to the Court as agreed to, by Owner, Lenders,
and all parties of interest in the Action, and Title Company agrees to insure title to the Property
without taking exception to the appeals period or any potential appeal that could be filed during
such period. Buyer acknowledges and confirms that neither Seller nor any of Lenders has made
any representations or warranties, express or implied, that the Sale Order or the Lender Agreement
Approval (defined below) will be obtained. Promptly upon obtaining the Sale Order, Seller shall
deliver a copy of the Sale Order to Buyer and Escrow Holder. If: (i) the Court denies approval of
this Agreement, or (ii) the Sale Order is overturned in an appeal, this Agreement shall be
terminated, the Bid Deposit, plus all interest accrued thereon, 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
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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) 	All exhibits, schedules, attachments, and ancillary documents to this
Agreement shall have been fully executed and delivered to Escrow, in form and substance
satisfactory to Seller in its sole discretion.
(c) 	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(i), 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.
(d) 	All monetary liens, deeds of trust, mortgages, security interests, tax
liens, mechanics’ liens, crop liens, and other financial encumbrances securing the payment of
money against the Property which Seller is obligated to remove or cause the removal pursuant to
this Agreement shall have been fully paid, released, and reconveyed (or other arrangements
reasonably satisfactory to Buyer shall have been made for their release concurrently with Closing),
so that title to the Property is conveyed to Buyer free and clear of all such monetary liens, subject
only to the Permitted Exceptions (as defined below).
(e) 	All exhibits, schedules, attachments, and ancillary documents to this
Agreement shall have been fully executed and delivered to Escrow, in form and substance
satisfactory to Buyer in its sole discretion.
(f) 	Any and all past due or delinquent water bills or charges relating to
the Property shall have been paid in full by Seller prior to the Close of Escrow or, if not paid, shall
be satisfied from Seller’s proceeds at Closing through escrow as a proration.
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(g) 	Seller has obtained the termination of, or the Court has ordered the
sale of the Property free and clear of, the Water Supply Agreements listed on Schedule 6.3(g) as
to the Property to Buyer’s reasonable satisfaction, provided that failure of this condition shall not
be a default of Seller under this Agreement.
(h) 	Seller has obtained the termination of, or the Court has ordered the
sale of the Property free and clear of, the Rights of First Refusal listed on Schedule 6.3(h) (the
“ROFRs”) as to the Property to Buyer’s reasonable satisfaction, or that the Court has entered a
finding that the ROFRs are not enforceable against the Receiver or Receivership Property,
provided that failure of this condition shall not be a default of Seller under this Agreement.
(i) 	Buyer has completed its diligence review of all water matters, not
later than 12:00 p.m., Pacific Time, on October 3, 2025 (the “Diligence Deadline”).
The foregoing conditions are solely for the benefit of Buyer, any or all of which may be waived
by Buyer in Buyer’s sole discretion.
6.4 	Termination. This Agreement may be terminated in accordance with this
Section 6.4 at any time prior to the Closing:
(a) 	By written notice of either Buyer or Seller if the Closing shall not
have occurred on or before thirty (30) days after the Sale Order becomes final and non-appealable,
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 (i) by Seller and Buyer upon mutual agreement.,
(ii) by Seller for no more than an additional fifteen (15) days if required to obtain releases of title
matters to be removed by Seller hereunder at the Closing.
(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 intentional 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 earlier of the
date (i) the alternative transaction closes, and (ii) sixty (60) days following the entry of the Sale
Order.
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(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 Buyer by giving written notice to Seller if the Sale Order is: (i)
modified or otherwise altered in a manner materially adverse to Buyer not otherwise agreed to by
Buyer, in writing, or (ii) stayed or vacated by the Court or a court of competent jurisdiction and
such stay or vacatur shall not have been removed prior to the earlier of (x) ten (10) days following
the implementation of such stay or vacatur, or (y) the Outside Date;
(f) 	By Seller by giving written notice to Buyer 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 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 forty-five (45) 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;
(g) 	By Buyer by giving written notice to Seller not later than the
Diligence Deadline; and
(h) 	By the mutual written consent of Seller and Buyer.
6.5 	Effect of Termination
(a) 	In the event of the termination of this Agreement as provided in
Section 6.4, this Agreement shall forthwith become void and there shall be no liability on the part
of either Party (except with respect to confidentiality, liquidated damages, obligations relating to
indemnity, the return or disbursement of the Bid Deposit, the Breakup Fee and Expense
Reimbursement, 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(f), and Sellers are not then in 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(f), Buyer shall be entitled to return of the Bid Deposit as set
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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, and in the case of any Seller breach,
Buyer shall be entitled to pursue specific performance.
(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 Two Million Eight Thousand Three Hundred Seven and 00/100ths Dollars
($2,008,307.00) (the “Breakup Fee”) 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 to receive the Breakup Fee, in
accordance with Section 6.5(b), if payable thereunder; provided that in the case of any fraud or
willful misconduct by Seller, Buyer shall have the right to pursue specific performance if
applicable.
(d) 	Each of the Parties acknowledges and agrees that the agreements
contained in this Section 6.5 are an integral part of this Agreement and that the Breakup Fee is not
a penalty, but rather represents liquidated damages in a reasonable amount that will reasonably
compensate Buyer in the circumstances in which such Breakup Fee is payable for the efforts and
resources expended and opportunities foregone by Buyer while negotiating and pursuing this
Agreement and in reasonable reliance on this Agreement and on the reasonable expectation of the
consummation of the transactions contemplated herein, which amount would otherwise be
impossible to calculate with precision.
7. 	Seller’s Representations and Warranties.
7.1 	Seller’s Representations and Warranties. Except as set forth on Schedule
7.1, attached hereto, Seller hereby warrants, represents, covenants, and certifies to Buyer that:
(a) 	Court-Appointed Receiver. 	Seller is the Court-appointed receiver
over the Receivership Property, duly appointed and acting within the scope of authority granted
by the Court, and has not received any written notice of challenge or appeal to such appointment
that remains unresolved.
(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
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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, except that Seller
shall disclose to Buyer any known certifications, contracts, or royalty obligations of which Seller
has actual knowledge. Seller makes no representations or warranties in this regard.
(f) 	Contracts. Except as disclosed to Buyer in writing or set forth on
Schedule 7.1, Schedule 5.2(i), or which are Permitted Exceptions or otherwise set forth in the
Preliminary Report, Seller has not entered into, and to Seller’s Knowledge (as defined below) there
are no, contracts, agreements, leases, licenses, management agreements, service contracts,
maintenance agreements, construction contracts, or other similar arrangements, including, without
limitation, agreements with third parties related to the pumping, diversion, sharing or transfer of
groundwater, banked water, surface water, water rights or pumping allocations affecting the
Property that will be binding on Buyer after the Close of Escrow.
(g) 	Taxes and Assessments. To Seller’s Knowledge, all general real
property taxes and regular assessments currently due and payable with respect to the Property have
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been paid or will be prorated at Closing. To Seller’s Knowledge, there are no pending or threatened
special assessments, impact fees, or similar charges affecting the Property other than those
disclosed to Buyer in writing or that are matters of public record.
(h) 	Litigation. To Seller’s Knowledge, there are no actions, suits, or
proceedings pending or threatened against Seller relating solely to the Property, other than those
disclosed to Buyer in writing or matters of public record.
(i) 	Knowledge Definition. 	As 	used 	in 	this 	Agreement, 	the term
“Seller’s Knowledge” means the current actual (and not constructive or imputed) knowledge of
LANCE MILLER, solely in his capacity as court-appointed receiver, without any duty of inquiry
or investigation, and expressly excluding the knowledge of any other person, including Seller’s
agents, employees, consultants, or representatives. Any disclosure required hereunder shall be
deemed made if such matter is listed in the Preliminary Report.
7.2 	Survival. The express representations and warranties made in this Article
by Seller will not merge into any instrument of conveyance delivered at the Closing; provided,
however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of
any such representations and warranties shall be commenced, if at all, on or before the 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. 	Each of Land Buyer and Crop Buyer is a limited
liability company that is properly and duly formed, validly existing and in good standing under the
laws of the Delaware, registered to transact business in the State of California, and is in good
standing under the laws of the State of California.
(b) 	Authority. Buyer, and its Authorized Assignee(s) (defined below),
acting through any of their respective duly empowered and authorized managers, members,
partners or officers, as applicable, has all necessary entity power and authority to transact the
business in which it is engaged, and has full power and authority to enter into this Agreement, to
execute and deliver the documents and instruments required of the Buyer executing such
documents and instruments 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 and delivered at Closing, will, at the time of Closing, (i) be
duly authorized, executed and delivered by the Buyer executing such documents, (ii) be legal,
valid and binding obligations of such 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 such Buyer
is subject.
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(c) 	OFAC Compliance. Buyer or its Authorized Assignee (which, for
the purposes of this Section 8(c), shall include its 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 OFAC at its official website (http://www.treas.gov/ofac/t11sdn.pdf) or at any
replacement website or other replacement official publication of such List; (ii) is currently in
compliance with and will at all times during the term of this Agreement (including any extension
thereof) remain in compliance with the regulations of OFAC and any statute, executive order
(including 	the 	September 	24, 	2001 	Executive 	Order 	Blocking 	Property 	and 	Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
governmental action relating thereto; and (iii) will not transfer or permit the transfer of any
controlling interest in Buyer to any person or entity who is, or any of whose beneficial owners are,
listed on the List.
(d) 	Bankruptcy. Buyer has not (i) filed or been the subject of any filing
of a petition under the U.S. bankruptcy code (11 U.S.C. § 101, et seq.) or any insolvency laws, or
any laws for composition of indebtedness or for the reorganization of debtors; (ii) made a general
assignment for the benefit of creditors, (iii) suffered the appointment of a receiver to take
possession of all or substantially all of Buyer’s assets, or (iv) suffered the attachment or other
judicial seizure of all or substantially all of Buyer’s assets.
(e) 	Debts, Liens, and Encumbrance. 	Buyer shall pay, when due, any
claims, liabilities, debts, injuries, liens or other encumbrances, and any consultant or other expense
contracted for or incurred by Buyer incurred or arising before the Close of Escrow or the earlier
termination of this Agreement that directly relate to any of Buyer’s activities on 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 Costs; Crop Management. Seller shall pay all cultural costs for the 2025
crop on the Property, including related crop insurance premiums. At the Closing, through the
Escrow, 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”). 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
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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. Buyer shall also have the exclusive
right to direct, in writing, reasonable farming operations for the 2026 crop on the Property, and
Seller shall comply with such reasonable directions so long as they are consistent with standard
agricultural practices.
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 Land Buyer, a current ALTA
Extended Coverage Policy of title insurance, at no more than the insurer’s standard rates (the “Title
Policy”). The Title Policy shall show title to the Land, Improvements and appurtenant easements
vested in Land 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 Title Policy
including the exceptions listed on Schedule 10.1(c) attached hereto and incorporated herein by
reference (the “Permitted Exceptions”), except to the extent Seller and/or Escrow Holder has
agreed in writing to remove. The premium for such Title Policy shall be paid as required under
Section 12.
(d) Delivery. Possession of the Property shall be delivered to Land
Buyer at the time of the Closing free of all leases, contracts, occupancy agreements, tenancies,
licenses, use agreements or otherwise, except as may be included within the Permitted Exceptions,
if applicable, or to the extent such items are not Receivership Property.
10.2 Seller’s Closing Obligations. On or before the Closing Date, Seller shall
deposit or cause the following to be deposited into Escrow (duly executed, as appropriate), for
recordation or delivery to Buyer as appropriate:
(a) The Deed, executed by Seller.
(b) A bill of sale in substantially the form attached hereto as Exhibit F
(the “Bill of Sale”).
(c) To the extent required, duplicate counterparts of an assignment and
assumption agreement (the “Assignment Agreement”), in substantially the form attached hereto
as Exhibit G, with respect to any contracts, licenses or other agreements material to the Property
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and operations thereon that are Receivership Property and that Buyer informs the Seller in writing
that Buyer would like to have assigned to it at Closing (to the extent that Seller can transfer or
assign such licenses or agreements to Buyer without breach or liability).
(d) An assignment of multi-peril crop insurance related to the Land, if
any (the “Assignment of Crop Insurance”) to the extent assignable.
(e) The Westlands PPA executed by Seller, and a notarized
memorandum thereof in recordable form for Fresno County, California in the form attached hereto
as Exhibit I (the “PPA Memo”).
(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 Closing Balance of the Purchase Price and Buyer’s share of the
Closing Costs and Prorations.
(b) Evidence reasonably acceptable to Seller’s counsel that the
documents delivered to Seller by Buyer or its Authorized Assignee have been duly authorized by
Buyer or its Authorized Assignee, duly executed on behalf of Buyer or its Authorized Assignee
and when delivered constitute valid and binding obligations of Buyer or its Authorized Assignee.
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(c) 	A Preliminary Change of Ownership Report in the form specified
by Kern County (the “PCOR”).
(d) 	To the extent required, duplicate counterparts of the Assignment
Agreement.
(e) 	The Westlands PPA, executed by Crop Buyer, along with the PPA
Memo, executed and notarized by Crop Buyer.
(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 the Title Policy in the condition required in Section
10.1(c) above. The Escrow Holder shall close escrow by:
(a) 	Recording the Deed in the Official Records of Kern County,
California, and return the recorded Deed to Land Buyer with a conformed copy to Seller, and file
the PCOR in Kern County, California;
(b) 	Recording the PPA Memo in the Official Records of Fresno County,
California, and return the recorded PPA Memo to Crop Buyer with a conformed copy to Seller;
(c) 	Issuing to Land Buyer the Title Policy (within fifteen (15) days after
the Closing);
(d) 	Delivering to Seller the proceeds due Seller from the Purchase Price,
after deducting Seller’s share of Closing Costs, and adjusting for Prorations;
(e) 	Delivering to Buyer Seller’s certification that it is not a “foreign
person”;
(f) 	Delivering to Land Buyer the items deposited into Escrow by Seller
for delivery to Land Buyer, including the Bill of Sale;
(g) 	Delivering to Crop Buyer the items deposited into Escrow by Seller
for delivery to Crop Buyer, if any;
(h) 	If applicable, delivering to each of Land Buyer and Seller, a fully
executed counterpart of the Assignment Agreement; and
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(i) 	Delivering to Seller the items deposited into Escrow by Buyer for
delivery to Seller.
11. 	Like-Kind Exchange. Each Party agrees to cooperate, in all reasonable respects,
relating to any 1031 exchange requested by the other Party; provided that (i) such cooperation is
at no cost, expense, or liability to the non-exchanging Party and (ii) that the Closing is not delayed
as a result thereof.
12. 	Closing Costs. All closing costs incurred in connection with closing the Escrow
(the “Closing Costs”) shall be paid as follows:
(a) 	Buyer and Seller shall pay their respective: (i) legal fees and
expenses, and (ii) share of Prorations as provided in the Closing Statement.
(b) 	Seller shall pay (i) 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, and (iv)
premium for Land Buyer’s Title Policy, and (v) 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 Kern 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 tax bills. Such prorations and apportionments shall be made
in the manner customary in Kern County for the sale of agricultural land. If any such taxes,
assessments, or charges relate to periods prior to the Close of Escrow but are billed or become due
after the Close of Escrow, Seller shall remain liable for (and promptly reimburse Buyer for) the
portion allocable to the period prior to the Close of Escrow. Buyer shall be responsible only for its
allocable share accruing from and after the Close of Escrow.
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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 three (3) months after the Closing Date.
14. Risk of Loss. Risk of physical loss to the Property shall be borne by Buyer from
and after the date that Buyer receives title and possession thereof. In the event of the loss or
destruction of a material part of the Property prior to the Closing, from a cause other than the
intentional act or omission or gross negligence of Buyer then, at Buyer’s sole option, and upon
Buyer’s written notice to Seller within ten (10) business days of Buyer’s receipt of notification of
such loss, both Parties may be relieved of their obligations and this Agreement shall be deemed
void and without further effect, and the Bid Deposit shall be returned to Buyer, unless Seller shall
restore the lost or destroyed portion of the Property, within thirty (30) days of receipt of notice and
has fully paid all costs thereof and cleared any potential liens associated therewith or Buyer and
Seller agree to reduce the Purchase Price by the value of the lost or destroyed portion of the
Property. Seller shall have the right to assign its rights to receive the Post-Closing Payments at any
time following the Closing.
15. Assignment. Buyer may assign, for estate planning purposes, or 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 earlier of (i)
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forty-five (45) days following the entry of the Sale Order, or (ii) 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 within such forty-five (45) day period, Buyer will be deemed to
be the Successful Bidder and shall 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”), neither has engaged the services of any other
real estate broker, salesperson, agent or finder, nor done any other act nor made any statement,
promise or undertaking which would result in the imposition of liability for the payment of any
other real estate brokerage commission, finder’s fee or otherwise in connection with the transaction
described herein. Seller shall be responsible for the payment of a commission or fee to Seller’s
Broker in accordance with its separate agreement therewith. 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 which a court of competent
jurisdiction determines was frivolous or brought in bad faith by the unsuccessful Party, 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:
For formal notices:
Wonderful Orchards LLC
With a copy to:
The Wonderful Company LLC
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6801 E. Lerdo Highway
Shafter, CA 93263
Attention: Rob C. Yraceburu, President
Email: rob.yraceburu@wonderful.com
Telephone: (661) 399-4456
11444 W. Olympic Blvd, 10 th Floor
Los Angeles, CA 90064
Attention: Craig B. Cooper,
General Counsel
Email: legalnotices@wonderful.com
Telephone (310) 220-9900
For Closing related correspondence:
Wonderful Orchards LLC
6801 E. Lerdo Highway
Shafter, CA 93263
Attention: Mike Widhalm
Email: mike.widhlam@wonderful.com
Telephone: (661) 399-4456
With a copy to:
The Wonderful Company LLC
11444 W. Olympic Blvd, 10 th Floor
Los Angeles, CA 90064
Attention: Alissa Mafrice
Email: alissa.mafrice@wonderful.com
Telephone (310) 966-8633
If to Seller: 	Lance Miller, Receiver
c/o Pivot Group
1230 Rosecrans Avenue
Suite 300 – PMB928
Manhattan Beach, CA 90266
Attn: Lance Miller or Matt Covington
Telephone: 	424-363-0599
Email: lance.miller@pivotgrp.com and
matt.covington@pivotgrp.com
With a copy to:
Katten Muchin Rosenman LLP
2121 North Pearl Street, Suite 1100
Dallas, TX 75201-2591
Attn: John Mitchell and Michaela
Crocker
Telephone: 	214-765-3600
Email: john.mitchell@katten.com and
michaela.crocker@katten.com
AND
Cutts Law, PC
5088 N. Fruit Ave, Ste 101
Fresno, CA 93711
Attn: Lisa A. Cutts
Telephone: 	559-226-8177
Email: lac@cutts-law.com
21. 	Waivers. Any Party can waive a provision, condition or covenant contained in this
Agreement, which is included herein for the benefit of the Party making such waiver. Any such
waiver shall be in writing and delivered to the other Party and the Escrow Holder. No waiver by
any Party of any covenant, condition or breach hereunder shall be deemed a waiver of any other
subsequent covenant, condition, or breach.
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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 Kern, California.
23. Business Days. In the event that this Agreement calls for an act to be performed,
or a notice to be given, on or by a specific date, which date falls on a Saturday, Sunday, or holiday
(as defined in Section 6700 and 6701 of the California Government Code), then such act may be
performed upon or such notice given on the next business day with the same effect as if it had been
performed on the day appointed. Any reference to “business days” herein shall mean those days
other than Saturdays, Sundays, or holidays (as defined in Section 6700 and 6701 of the California
Government Code).
24. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT THAT IT MAY
HEREAFTER BE PERMITTED BY LAW, THE PARTIES HEREBY MUTUALLY 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 EACH PARTY 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 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.
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27. Bidding Procedures. The bidding procedures to be employed with respect to this
Agreement shall be those reflected in the Marketing Procedures Order. Buyer agrees and
acknowledges that Seller is and may continue soliciting inquiries, proposals, or offers from third
parties for any and all of the Property in connection with any pursuant to the terms of the Marketing
Procedures Order.
28. Validity. Wherever possible, each provision of this Agreement shall be interpreted
in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall
be invalid or prohibited thereunder, such provision shall be effective to the extent of such
prohibition without invalidating the remainder of such provision or the remaining provisions of
this Agreement.
29. Facsimile Electronic Signatures. For all documents to be executed by the Parties
pursuant hereto, except documents to be recorded or where originals are otherwise required by
either Party or Escrow Holder, Escrow Holder is instructed to accept, and the Parties agree to
accept, (i) facsimile or electronic e-mail signatures of the signor if the signor or his representative
has assured Escrow Holder and the other Party that the original has been placed in regular mail to
the Escrow Holder, or (ii) DocuSign signatures of the signor.
30. Time. Time is of the essence of this Agreement.
31. Counterparts. This Agreement may be signed by the Parties in different
counterparts and the signature pages combined to create a document binding on all Parties.
32. Supersedes Prior Agreement; Assignment of Rights and Bid Deposit. This
Agreement supersedes and replaces in its entirety that certain Purchase and Sale Agreement and
Joint Escrow Instructions dated September 22, 2025 (the “Original Agreement”), made by and
between Crop Buyer and WONDERFUL NUT ORCHARDS LLC, a Delaware limited liability
company (an affiliate of and under common ownership with Land Buyer, “Original Land Buyer”)
as to the Property. In connection herewith, Original Land Buyer hereby assigns all of its right,
title and interest and delegates all of its duties and obligations which exist under, with respect to
or arise from the Original Agreement, with respect to the Property and in and to the Bid Deposit
and all documents and instruments, agreements, covenants and undertakings of Land Buyer made
with respect thereto, if any; provided that Original Land Buyer shall be jointly and severally liable
with Land Buyer for the performance of Land Buyer hereunder, Original Land Buyer joins this
Agreement for the sole purposes of evidencing its agreement to the provisions of this Section 32.
SIGNATURES FOLLOW NEXT PAGE
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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: ________________
WONDERFUL ORCHARDS LLC,
a Delaware limited liability company
By:
Name:
Its:
Date of Execution: ________________
WP PISTACHIOS LLC,
a Delaware limited liability company
By:
Name:
Its:
Date of Execution: ________________
Effective Date:________________
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02
11/5/2025
11/5/2025
Andy Anzaldo
Rob Yraceburu
President
11/5/2025
11/5/2025
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LIMITED JOINDER BY ORIGINAL LAND BUYER
WONDERFUL NUT ORCHARDS LLC,
a Delaware limited liability company
By:
Name:
Its:
Date of Execution: ________________
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President
Rob Yraceburu
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ACCEPTANCE BY ESCROW HOLDER
CHICAGO TITLE COMPANY, a California corporation, hereby acknowledges that it has
received an executed counterpart of the foregoing Purchase and Sale Agreement and Joint Escrow
Instructions and agrees to act as Escrow Holder thereunder, and to be bound by and perform the
terms thereof as such terms apply to Escrow Holder.
CHICAGO TITLE COMPANY,
a California corporation
By: _______________________________
Name: ____________________________
Title: _____________________________
Escrow Number: ____________________
Dated: _____________________________
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EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED
AREA IN COUNTY OF KERN, STATE OF CALIFORNIA AND IS DESCRIBED AS
FOLLOWS:
TRACT 1:
PARCEL 1: APN: 047-010-01
ALL THAT PORTION OF SECTION 2, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING WESTERLY OF THE WESTERLY RIGHT OF WAY OF THE AT&SF RAILROAD.
EXCEPTING 	THEREFROM 	1/2 	OF 	ALL 	CRUDE 	OIL, 	PETROLEUM, 	GAS, 	BREA,
ASPHALTUM AND ALL KINDRED SUBSTANCES AND OTHER MINERALS UNDER AND
IN SAID LAND AS RESERVED BY JOHN F. POOLE AND GERTRUDE REINHARD
POOLE, AS JOINT TENANTS, IN DEED RECORDED MARCH 21, 1960 IN BOOK 3250,
PAGE 624 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL REMAINING INTEREST IN AND TO ALL CRUDE
OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL KINDRED SUBSTANCES AND
OTHER MINERALS IN AND UNDER SAID LAND AS RESERVED BY CORNELIUS
VANDER DUSSEN, A MARRIED MAN, IN DEED RECORDED FEBRUARY 18, 1981 IN
BOOK 5352, PAGE 1894 OF OFFICIAL RECORDS.
PARCEL 2: APN: 047-040-06
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER AND THE SOUTHWEST
QUARTER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER AND THE
SOUTH HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES OR UNDERLYING SAID LAND, AS RESERVED BY JAMES P. GEORGE, ET
UX, RECORDED SEPTEMBER 4, 1980 IN BOOK 5311 PAGE 1382 OF OFFICIAL RECORDS.
PARCEL 3: APN: 047-040-09
THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 25
SOUTH, 	RANGE 	24 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
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EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES OR UNDERLYING SAID LAND, AS RESERVED BY CALLON PETROLEUM,
A CALIFORNIA CORPORATION, IN DEED RECORDED SEPTEMBER 4, 1980 IN BOOK
5311 PAGE 1381 OF OFFICIAL RECORDS.
PARCEL 4: APN: 047-040-13
THE WEST HALF OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTHERLY ONE HUNDRED ACRES OF THE WEST
HALF OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE
AND MERIDIAN, AS GRANTED TO JEAN W. COFFMAN BY DEED RECORDED
FEBRUARY 27, 1970 IN BOOK 4371 PAGE 968 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	MINERALS, 	OIL, 	GAS, 	MINERALS 	AND
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND, AS RESERVED
BY CARL W. COFFMAN IN DEED RECORDED FEBRUARY 5, 1980 IN BOOK 5262 PAGE
1993 OF OFFICIAL RECORDS.
PARCEL 5: APN: 047-040-03
THE SOUTHEAST QUARTER OF SECTION 4, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 50% IN AND TO ALL OIL, GAS AND
HYDROCARBON AND ALL GAS, OIL AND OTHER HYDROCARBON RIGHTS UPON
AND UNDER SAID LAND, AS RESERVED BY R. W. GROBER AND S. VIRGINIA GROBER,
HIS WIFE, IN DEED DATED JUNE 25, 1952 AND RECORDED OCTOBER 27, 1952 IN
BOOK 1998 PAGE 1 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 45% INTEREST IN AND TO ALL OIL,
GAS AND HYDROCARBONS AND ALL GAS, OIL AND OTHER HYDROCARBON
RIGHTS UPON AND UNDER SAID LAND, TOGETHER WITH ALL RIGHTS TO ENTER
THEREON AND TO USE SO MUCH OF THE SURFACE THAT MAY BE REASONABLE
FOR THE PURPOSE OF EXTRACTING THE SAME, AS RESERVED BY RALPH E.
CARPENTER AND JAN H. CARPENTER, IN DEED RECORDED SEPTEMBER 21, 1978 IN
BOOK 5141, PAGE 298 OF OFFICIAL RECORDS.
PARCEL 6:
AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE EAST 20 FEET
OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 25 SOUTH, RANGE 24
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
PARCEL 7: APN: 047-040-07
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THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER AND THE NORTH HALF OF 	THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP
25 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL MAP OR PLAT THEREOF.
TRACT 2:
PARCEL 1: APN: 069-320-04
LOTS 41 TO 48, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM
ALBERT DAINI AND SYLVIA DAINI, HUSBAND AND WIFE, RECORDED MAY 16, 1956,
IN BOOK 2608, PAGE 73 OF OFFICIAL RECORDS.
PARCEL 2: APN: 069-320-03
LOTS 49 TO 56, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ½ OF ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM
A. F. HILDING, EXECUTOR OF THE LAST WILL AND TESTAMENT OF DAVID G.
BROWN, ALIAS, DECEASED, RECORDED MAY 27, 1955, IN BOOK 2431 PAGE 148 OF
OFFICIAL RECORDS.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	1/4TH 	INTEREST 	IN 	AND 	TO 	ALL 	OIL,
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND, AS RESERVED IN DEED DATED DECEMBER 3, 1968, FROM HARLEY BARLING,
ET AL, TO THE SUPERIOR OIL COMPANY.
ALSO EXCEPT 1/8TH OF ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER OR WHICH MAY BE PRODUCED,
SAVED OR SOLD FROM SAID LAND, AS RESERVED BY THE SUPERIOR OIL COMPANY,
A NEVADA CORPORATION, IN DEED RECORDED DECEMBER 20, 1968, IN BOOK 4227,
PAGE 360 OF OFFICIAL RECORDS.
PARCEL 3: APN: 069-320-02
LOTS 73 TO 80, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

35
EXCEPT ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM E. M.
ALEXANDER AND VIOLET C. ALEXANDER, HIS WIFE, RECORDED JANUARY 3, 1955,
IN BOOK 2345, PAGE 155 OF OFFICIAL RECORDS.
PARCEL 4: APN: 069-320-01
LOTS 81 TO 88, BOTH INCLUSIVE, OF TRACT NO. 1219 IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED JUNE 30,
1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
EXCEPT ½ OF ALL MINERALS, OIL AND GAS RIGHTS AS EXCEPTED IN DEED FROM
RAYMOND L. KING, RECORDED JANUARY 27, 1955, IN BOOK 2359 PAGE 88 OF
OFFICIAL RECORDS.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	1/4TH 	INTEREST 	IN 	AND 	TO 	ALL 	OIL, 	GAS,
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND, AS RESERVED IN DEED DATED DECEMBER 3, 1968, FROM HARLEY BARLING,
ET AL, TO THE SUPERIOR OIL COMPANY, RECORDED DECEMBER 20, 1968, IN BOOK
4227, PAGE 377 OF OFFICIAL RECORDS.
ALSO EXCEPT 1/8TH OF ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER OR WHICH MAY BE PRODUCED,
SAVED OR SOLD FROM SAID LAND, AS RESERVED BY THE SUPERIOR OIL COMPANY,
A NEVADA CORPORATION, IN DEED RECORDED DECEMBER 20, 1968, IN BOOK 4227,
PAGE 360 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-310-09
THE NORTHWEST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS,
AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN SPECIFIED OR
NOT, IN, WITHIN, OR UNDERLYING SAID LAND, AS RESERVED BY VICA COMPANY,
A CORPORATION IN DEED DATED APRIL 6, 1945, RECORDED MAY 7, 1945, IN BOOK
1252, PAGE 205 OF OFFICIAL RECORDS.
PARCEL 6: APN: 069-310-12
THE SOUTHWEST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS
AND ALL OTHER MINERALS, WHETHER SIMILAR TO THESE THEREIN SPECIFIED OR
NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY VICA COMPANY,
A CORPORATION, IN DEED DATED APRIL 6, 1945, RECORDED MAY 7, 1945, IN BOOK
1252, PAGE 205, OF OFFICIAL RECORDS.
PARCEL 7: APN: 069-310-11
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

36
THE SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES, AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN
SPECIFIED OR NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY
VICA COMPANY, A CORPORATION IN DEED DATED APRIL 6, 1945, RECORDED MAY
7, 1945, IN BOOK 1252 PAGE 205 OF OFFICIAL RECORDS, UPON THE TERMS AND
PROVISIONS THEREIN CONTAINED.
PARCEL 8: APN: 069-310-10
THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES, AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN
SPECIFIED OR NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY
VICA COMPANY, A CORPORATION, IN DEED DATED APRIL 6, 1945, RECORDED MAY
7, 1945, IN BOOK 1252, PAGE 205 OF OFFICIAL RECORDS.
PARCEL 9: APN: 069-340-35
THE NORTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LANDS, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER
9, 1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL
RECORDS, UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE
HEREIN.
PARCEL 10: APN: 069-340-34
THE SOUTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

37
9, 1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL
RECORDS, UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE
HEREIN.
PARCEL 11: APN: 069-340-23
THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 34, TOWNSHIP 27
SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 34; THENCE
WESTERLY ALONG THE NORTH LINE OF SAID SECTION A DISTANCE OF 1160.00
FEET; THENCE SOUTHERLY PARALLEL WITH THE EAST LINE OF THE WEST HALF
OF SAID SECTION, A DISTANCE OF 1502.07 FEET; THENCE EASTERLY PARALLEL
WITH THE NORTH LINE OF SAID SECTION, A DISTANCE OF 1160.00 FEET; THENCE
NORTHERLY ALONG THE EAST LINE OF THE WEST HALF OF SAID SECTION, A
DISTANCE OF 1502.07 FEET TO THE POINT OF BEGINNING.
PARCEL 12: APN: 069-340-24
THE NORTH HALF OF THE NORTHEAST QUARTER AND THE SOUTHEAST QUARTER
OF THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 23
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPT THE SOUTH 12 ACRES OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	ONE-HALF 	OF 	ALL 	PETROLEUM, 	OIL, 	GAS,
MINERALS, COAL AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID
LAND, 	AS 	RESERVED 	BY 	TITLE 	INSURANCE 	AND 	TRUST 	COMPANY, 	A
CORPORATION, IN THE DEED RECORDED NOVEMBER 13, 1953, IN BOOK 2149, PAGE
430 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM 49% OF ALL REMAINING OIL, GAS AND OTHER
MINERALS WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED
AND SAVED THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND
ASSIGNS SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE
SURFACE OF SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO PREVENT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING
OR CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS 	AND/OR 	FROM 	CONDUCTING 	SUBSURFACE 	DRILLING 	OPERATIONS
UNDER SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND,
SO 	AS 	NOT 	TO 	DISTURB 	THE 	SURFACE 	THEREOF 	OR 	ANY 	IMPROVEMENTS
THEREON AS RESERVED IN DEED RECORDED AUGUST 29, 1979, IN BOOK 5224,
PAGES 2478, 2482 AND 2487 OF OFFICIAL RECORDS.
PARCEL 13: APN: 069-340-02
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

38
THE EAST HALF OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT
DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER
9, 1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL
RECORDS, UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE
HEREIN.
ALSO EXCEPTING THEREFROM 4% OF ALL REMAINING OIL, GAS AND OTHER
MINERALS WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED
AND SAVED THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND
ASSIGNS SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE
SURFACE OF SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO PREVENT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING
OR CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS 	AND/OR 	FROM 	CONDUCTING 	SUBSURFACE 	DRILLING 	OPERATIONS
UNDER SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND,
SO 	AS 	NOT 	TO 	DISTURB 	THE 	SURFACE 	THEREOF 	OR 	ANY 	IMPROVEMENTS
THEREON, AS RESERVED IN DEED RECORDED AUGUST 29, 1979, IN BOOK 5224,
PAGES 2478, 2482 AND 2487 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM, 	ANY 	MOBILE 	HOME, 	TRAILER 	AND/OR
MANUFACTURED HOME LOCATED THEREON.
PARCEL 14: APN: 069-340-25
THE 	SOUTH 	12 	ACRES 	OF 	THE 	SOUTHEAST 	QUARTER 	OF 	THE 	NORTHEAST
QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN DEED OF RECORD.
PARCEL 15: APN: 069-272-08
THE 	SOUTHEAST 	QUARTER 	OF 	THE 	NORTHWEST 	QUARTER 	OF 	SECTION 	8,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
AS PER THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING 	THEREFROM 	ALL 	PETROLEUM, 	GAS, 	ASPHALTUM, 	AND 	OTHER
HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

39
SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM
SAID LAND, TOGETHER WITH ANY AND ALL EASEMENTS, RIGHTS OF WAY AND
SERVITUDES IN, UNDER, AND UPON SAID LAND, NECESSARY OR CONVENIENT (A)
TO 	EXPLORE, 	TEST, 	OR 	SURVEY 	SAID 	LAND 	BY 	GEOPHYSICAL 	OR 	OTHER
METHODS, WHETHER SIMILAR TO THOSE SPECIFIED OR NOT AND WHETHER NOW
KNOWN OR NOT, INCLUDING THE DRILLING OF SHALLOW HOLES THEREON, FOR
THE 	PURPOSES 	OF 	DETERMINING 	SUBSURFACE 	GEOLOGICAL 	CONDITIONS
UNDERLYING SAID LAND, (B) TO DRILL FOR, MINE FOR, PRODUCE, EXTRACT AND
TAKE 	ANY 	OF 	SAID 	MINERALS 	FROM 	SAID 	LAND 	AND 	FROM 	ADJACENT
PROPERTIES, (C) TO TREAT AND STORE ANY OF SAID MINERALS ON SAID LAND,
WHETHER PRODUCED FROM SAID LAND OR FROM ADJACENT PROPERTY, (D) TO
CONSTRUCT, USE, MAINTAIN, ERECT, REPLACE, CHANGE THE LOCATION OF ,
INCREASE THE NUMBER OF AND REMOVE IN, UNDER, ON AND FROM SAID LAND,
ALL PIPE LINES, POWER LINES, TELEPHONE AND TELEGRAPH LINES, ROADS,
TANKS, MACHINERY, DERRICKS, PLANTS, BUILDINGS, AND OTHER STRUCTURES
AND EQUIPMENT WHICH GRANTOR, ITS SUCCESSORS AND ASSIGNS, MAY DESIRE
IN CARRYING ON ANY OF SAID OPERATIONS WHICH GRANTOR, ITS SUCCESSORS
AND ASSIGNS, MAY DEEM NECESSARY IN THE EXERCISE OF THE RIGHTS HEREIN
RESERVED, (E) TO TAKE AND USE ON SAID LAND WATER APPURTENANT TO OR
DEVELOPED 	BY 	GRANTOR, 	ITS 	SUCCESSORS 	AND 	ASSIGNS, 	ON 	SAID 	LAND,
NECESSARY FOR SUCH OPERATIONS, AS RESERVED BY FULLERTON OIL COMPANY,
IN DEED RECORDED MARCH 4, 1944, IN BOOK 1186, PAGE 226 OF OFFICIAL
RECORDS.
PARCEL 16A: APN: 069-280-04 (PORTION)
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLATS THEREOF.
EXCEPT THEREFROM THE WEST 425 FEET OF THE SOUTH 325 FEET THEREOF.
ALSO EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS, FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, ET AL, IN DEED TO
HARLEY BARLING, ET UX, DATED JANUARY 30, 1951, RECORDED MARCH 5, 1951, IN
BOOK 1779 PAGE 479, OF OFFICIAL RECORDS.
ALSO 	EXCEPT 	THE 	REMAINDER 	OF 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY JESSE M. BUTLER, ET UX, IN DEED TO
VERYL G. BOWLES, ET UX, DATED NOVEMBER 16, 1951, RECORDED JANUARY 23,
1953, IN BOOK 2029 PAGE 335 OF OFFICIAL RECORDS.
PARCEL 16B: APN: 069-280-04 (PORTION)
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

40
THE WEST 425 FEET OF THE SOUTH 325 FEET OF THE SOUTHWEST QUARTER OF
THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
ALSO EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS, FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH ELIDE WILLIAMS, ET AL, IN DEED TO
HARLEY BARLING, ET UX, DATED JANUARY 30, 1951, RECORDED MARCH 5, 1951, IN
BOOK 1779 PAGE 479, OF OFFICIAL RECORDS.
ALSO 	EXCEPT 	THE 	REMAINDER 	OF 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY JESSE M. BUTLER, ET UX, IN DEED TO
VERYL G. BOWLES, ET UX, DATED NOVEMBER 16, 1951, RECORDED JANUARY 23,
1953, IN BOOK 2029 PAGE 335 OF OFFICIAL RECORDS.
PARCEL 17: APN: 069-310-21
THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 20,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND AS RESERVED BY L. & B.
PRODUCING AND DRILLING COMPANY, INCORPORATED, IN DEED RECORDED
APRIL 11, 1957, OF OFFICIAL RECORDS.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND AS RESERVED BY BOOKLAND
FARMS, A GENERAL PARTNERSHIP, IN DEED RECORDED SEPTEMBER 16, 1986, IN
BOOK 5916, PAGE 94, OF OFFICIAL RECORDS.
PARCEL 18: APN: 069-320-05
LOTS 33 TO 40, INCLUSIVE, LOTS 57 TO 72, INCLUSIVE, AND LOTS 89 TO 96,
INCLUSIVE, OF TRACT NO. 1219, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED JUNE 30, 1942, IN BOOK
5 PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT ALL PETROLEUM, GAS, ASPHALTUM, AND OTHER HYDROCARBONS AND
OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN SPECIFIED OR NOT,
WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM SAID LAND, AS
EXCEPTED 	AND 	RESERVED 	IN 	THE 	DEED 	FROM 	PACIFIC 	OIL 	AND 	GAS
DEVELOPMENT CORPORATION, A CORPORATION, DATED MAY 04, 1960, AND
RECORDED MAY 12, 1960, IN BOOK 3266 PAGE 626 OF OFFICIAL RECORDS.
PARCEL 19: APN: 069-330-02
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

41
LOTS 17 THROUGH 24, INCLUSIVE, OF TRACT 1219, IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP FILED JUNE 30, 1942,
IN BOOK 5 PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPT ALL OIL, GAS, OTHER HYDROCARBONS SUBSTANCES AND MINERALS
LYING IN 	AND UNDER SAID LAND AS RESERVED BY CALLON PETROLEUM
COMPANY, SUCCESSOR BY MERGER TO PACIFIC OIL AND GAS DEVELOPMENT
CORPORATION, A FORMER CALIFORNIA CORPORATION IN DEED RECORDED
OCTOBER 02, 1986, IN BOOK 5922, PAGE 915, INSTRUMENT NO. 042158, KERN COUNTY
OFFICIAL RECORDS.
PARCEL 20: APN: 069-340-26
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 34,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLATS THEREOF.
EXCEPT 50% OF ALL CRUDE OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL
OTHER MINERALS AS RESERVED IN PREVIOUS DEED OF RECORD.
EXCEPTING THEREFROM 49% OF ALL REMAINING OIL, GAS AND OTHER MINERALS
WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED
THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS
SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE SURFACE OF
SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED TO PREVENT
THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING OR CAPTURING
SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING LANDS AND/OR
FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER SAID LANDS AT
A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND, SO AS NOT TO DISTURB
THE SURFACE THEREOF OR ANY IMPROVEMENTS THEREON, AS RESERVED IN
DEEDS RECORDED AUGUST 29, 1979, IN BOOK 5224, PAGES 2478, 2482 AND 2487 OF
OFFICIAL RECORDS.
PARCEL 21: APN: 087-080-46
THE SOUTHEAST QUARTER AND THE EAST HALF OF THE SOUTHWEST QUARTER
OF SECTION 8, TOWNSHIP 28 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLATS THEREOF.
EXCEPTING THEREFROM PARCEL 1 OF PARCEL MAP NO. 11231, RECORDED APRIL 4,
2006, IN BOOK 54 AT PAGES 178 AND 179 OF PARCEL MAPS, IN THE OFFICE OF THE
KERN COUNTY RECORDER.
SAID LAND IS ALSO SHOWN AS THE “DESIGNATED REMAINDER”, ON SAID PARCEL
MAP NO. 11231, AND WAS APPROVED AND DESCRIBED IN THE CONDITIONAL
CERTIFICATE OF COMPLIANCE NO. 2270, RECORDED APRIL 4, 2006, AS DOCUMENT
NO. 0206082470, OF OFFICIAL RECORDS.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

42
ALSO EXCEPTING THEREFROM ALL OF THE OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER AND THAT MAY BE PRODUCED FROM SAID LAND AS
CONVEYED TO CHARLES FLOYD WHITAKER, ET AL, BY DEED RECORDED MARCH
20, 1970, IN BOOK 4382 PAGE 528 OF OFFICIAL RECORDS AND BY DEED RECORDED
MAY 7, 1962 IN BOOK 3489 PAGE 344 OF OFFICIAL RECORDS.
PARCEL 22: APN: 069-272-05
THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS
PER THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING THEREFROM ALL THAT PORTION CONVEYED TO THE STATE OF
CALIFORNIA IN THE DEED RECORDED NOVEMBER 30, 1990, IN BOOK 6459, PAGE
1035 OF OFFICIAL RECORDS, AS DOCUMENT NO. 073509, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID SECTION;
THENCE (1), ALONG THE NORTH LINE OF SAID SECTION, SOUTH 89° 09' 35" EAST,
1320.80 FEET TO THE EAST LINE OF THE WEST HALF OF THE NORTHWEST QUARTER
OF SAID SECTION;
THENCE (2), ALONG SAID EAST LINE, SOUTH 1° 26' 15" WEST, 50.00 FEET TO THE
SOUTH LINE OF THE NORTH 50 FEET OF SAID SECTION;
THENCE (3), ALONG SAID SOUTH LINE, NORTH 89° 09' 35" WEST, 1274.74 FEET;
THENCE (4), SOUTH 58° 59' 14" WEST, 18.95 FEET TO THE EAST LINE OF WEST 30 FEET
OF SAID SECTION;
THENCE (5), ALONG THE EAST LINE OF THE WEST 30 FEET OF SAID SECTION
SOUTH 1° 22' 37" WEST, 50.46 FEET;
THENCE (6), NORTH 88° 37' 23" WEST, 30.00 FEET TO THE WEST LINE OF SAID
SECTION;
THENCE (7), ALONG SAID WEST LINE, NORTH 1° 22' 37" EAST, 110.18 FEET TO THE
POINT OF BEGINNING.
EXCEPTING 	THEREFROM 	ALL 	PETROLEUM, 	GAS, 	ASPHALTUM, 	AND 	OTHER
HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN
SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM
SAID LAND, TOGETHER WITH ANY AND ALL EASEMENTS, RIGHTS OF WAY AND
SERVITUDES IN, UNDER, AND UPON SAID LAND, NECESSARY OR CONVENIENT (A)
TO 	EXPLORE, 	TEST, 	OR 	SURVEY 	SAID 	LAND 	BY 	GEOPHYSICAL 	OR 	OTHER
METHODS, WHETHER SIMILAR TO THOSE SPECIFIED OR NOT AND WHETHER NOW
KNOWN OR NOT, INCLUDING THE DRILLING OF SHALLOW HOLES THEREON, FOR
THE 	PURPOSES 	OF 	DETERMINING 	SUBSURFACE 	GEOLOGICAL 	CONDITIONS
UNDERLYING SAID LAND, (B) TO DRILL FOR, MINE FOR, PRODUCE, EXTRACT AND
TAKE 	ANY 	OF 	SAID 	MINERALS 	FROM 	SAID 	LAND 	AND 	FROM 	ADJACENT
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43
PROPERTIES, (C) TO TREAT AND STORE ANY OF SAID MINERALS ON SAID LAND,
WHETHER PRODUCED FROM SAID LAND OR FROM ADJACENT PROPERTY, (D) TO
CONSTRUCT, USE, MAINTAIN, ERECT, REPLACE, CHANGE THE LOCATION OF,
INCREASE THE NUMBER OF AND REMOVE IN, UNDER, ON AND FROM SAID LAND,
ALL PIPE LINES, POWER LINES, TELEPHONE AND TELEGRAPH LINES, ROADS,
TANKS, MACHINERY, DERRICKS, PLANTS, BUILDINGS, AND OTHER STRUCTURES
AND EQUIPMENT WHICH GRANTOR, ITS SUCCESSORS AND ASSIGNS, MAY DESIRE
IN CARRYING ON ANY OF SAID OPERATIONS WHICH GRANTOR, ITS SUCCESSORS
AND ASSIGNS, MAY DEEM NECESSARY IN THE EXERCISE OF THE RIGHTS HEREIN
RESERVED, (E) TO TAKE AND USE ON SAID LAND WATER APPURTENANT TO OR
DEVELOPED 	BY 	GRANTOR, 	ITS 	SUCCESSORS 	AND 	ASSIGNS, 	ON 	SAID 	LAND,
NECESSARY FOR SUCH OPERATIONS, AS RESERVED BY FULLERTON OIL COMPANY,
IN DEED RECORDED MARCH 4, 1944, IN BOOK 1186, PAGE 226 OF OFFICIAL
RECORDS.
ALL RIGHT TO ENTER UPON THE SURFACE OR ANY PORTION TO A DEPTH OF 100
FEET FROM THE SURFACE FOR THE PURPOSE OF EXPLORING FOR, EXTRACTING,
REMOVING, MINING FOR OR IN ANY WAY OBTAINING ANY MINERALS OR OTHER
SUBSTANCES WAS RELINQUISHED BY DEED RECORDED NOVEMBER 30, 1990, IN
BOOK 6459, PAGE 1035 OF OFFICIAL RECORDS.
RACT 3:
PARCEL 1: APN: 058-292-05
PARCEL A OF PARCEL MAP WAIVER NO. 5-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED AUGUST 28, 2017 AS DOCUMENT NO. 217115585 OF
OFFICIAL RECORDS OF KERN COUNTY, BEING A PORTION OF THE NORTHWEST
QUARTER OF SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST, MOUNT DIABLO
BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN, STATE
OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THE WEST HALF OF SAID NORTHWEST QUARTER.
EXCEPTING THEREFROM THE INTEREST IN THE WEST 30 FEET THEREOF AS
CONVEYED TO THE COUNTY OF KERN, STATE OF CALIFORNIA, FOR THE USE AND
PURPOSE OF A PUBLIC HIGHWAY BY DEED RECORDED OCTOBER 25, 1921 IN BOOK
370, PAGE 483 OF DEEDS.
ALSO EXCEPTING THEREFROM ALL OF THE MINERALS INCLUDING OIL, GAS,
ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES IN OR UNDERLYING SAID
PREMISES, WHETHER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED, AND
RIGHT TO PROSPECT FOR, MINE AND REMOVE THE SAME, WITH FULL POWER OF
INGRESS AND EGRESS FOR THESE PURPOSES, AND RIGHT TO DO ON AND IN
PROPERTY ABOVE DESCRIBED, WHATEVER MAY BE REASONABLY NECESSARY FOR
FULL ENJOYMENT AND EXERCISE OF PROPERTY AND RIGHTS AS RESERVED BY
ARTHUR S. CRITES AND NELLIE L. CRITES, HIS WIFE, AND CHARLES B. WEBSTER
AND HAZEL E. WEBSTER, HIS WIFE, IN DEED RECORDED MARCH 4, 1962 IN BOOK
1909, PAGE 344 AS DOCUMENT NO. 10863 OF OFFICIAL RECORDS.
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44
PARCEL 2: APN: 058-291-40
PARCEL 2 OF PARCEL MAP WAIVER NO. 1-17 AS PER THAT CERTAIN CERTIFICATE
OF 	COMPLIANCE 	RECORDED 	JULY 	5, 	2017 	AS 	DOCUMENT 	NO. 	217086341 	OF
OFFICIAL 	RECORDS 	OF 	KERN 	COUNTY, 	BEING 	THE 	NORTH 	HALF 	OF 	THE
SOUTHWEST QUARTER OF SECTION 26, TOWNSHIP 26 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY
OF KERN, STATE OF CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY REGINA M.
WATROUS, ET AL, IN DEED RECORDED JULY 20, 1977, IN BOOK 5042, PAGE 50 AS
DOCUMENT NO. 05579 OF OFFICIAL RECORDS.
PARCEL 3: APN: 058-292-23
PARCEL 2 OF PARCEL MAP WAIVER NO. 3-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED AUGUST 16, 2017 AS DOCUMENT NO. 217107678 OF
OFFICIAL RECORDS OF KERN COUNTY, BEING THE NORTHEAST QUARTER OF
SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN, STATE OF
CALIFORNIA.
EXCEPTING THEREFROM ALL MINERALS AND MINERAL RIGHTS OF ANY KIND
AND DESCRIPTION INCLUDING, BUT NOT LIMITED TO OIL, OIL RIGHTS, NATURAL
GAS, 	NATURAL 	GAS 	RIGHTS, 	AND 	OTHER 	HYDROCARBON 	SUBSTANCES 	BY
WHATSOEVER 	NAME 	KNOWN 	WITHIN 	OR 	BENEATH 	THE 	LANDS 	ABOVE
DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT TO DRILL, MINE, EXPLORE,
PRODUCE AND REMOVE SAID MINERALS FROM, OR TO INJECT AND STORE SAID
MINERALS IN, SAID LAND OR OTHER LANDS, TO WHIPSTOCK OR DIRECTIONALLY
DRILL, BORE AND MINE FROM OTHER LAND INTO, THROUGH OR ACROSS THE
SUBSURFACE 	OF 	SAID 	LAND 	AND 	TO 	BOTTOM 	SUCH 	WHIPSTOCKED 	OR
DIRECTIONALLY DRILLED WELLS, ADITS, TUNNELS AND SHAFTS UNDER OR
BEYOND THE BOUNDARIES OF SAID LAND AND TO REDRILL, RETUNNEL, EQUIP,
MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES AND TO
INJECT, STORE, AND REMOVE MINERALS AND WATER NOT PRODUCED FROM SAID
LAND INTO OR FROM THE SUBSURFACE OF SAID LAND AND OTHER LANDS, AS
RESERVED BY GETTY OIL COMPANY IN DEED RECORDED NOVEMBER 23, 1973 IN
BOOK 4813, PAGE 2220 AS DOCUMENT NO. 36888 OF OFFICIAL RECORDS.
PARCEL 4: APN: 058-292-09
THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE INTEREST IN THE WEST 30 FEET THEREOF AS
CONVEYED TO THE COUNTY OF KERN, STATE OF CALIFORNIA, FOR THE USE AND
PURPOSE OF A PUBLIC HIGHWAY BY DEED RECORDED OCTOBER 25, 1921 IN BOOK
370, PAGE 483 OF DEEDS.
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45
ALSO EXCEPTING THEREFROM FROM THE WEST HALF THEREOF, ALL OIL, GAS,
MINERALS AND OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING
SAID LAND, AS RESERVED BY AUSTIN WALDRON AND SARAH WALDRON, HIS WIFE,
IN DEED RECORDED NOVEMBER 4, 1948 IN BOOK 1529, PAGE 236 OF OFFICIAL
RECORDS.
ALSO EXCEPTING THEREFROM FROM THE EAST HALF THEREOF ALL OF THE
MINERALS, 	INCLUDING 	OIL, 	GAS, 	ASPHALTUM 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN OR UNDERLYING SAID PREMISES, AS RESERVED BY ARTHUR S.
CRITES, ET AL, IN DEED RECORDED MARCH 4, 1952 IN BOOK 1909, PAGE 342 AS
DOCUMENT NO. 10862 OF OFFICIAL RECORDS.
PARCEL 5: APN: 059-243-03
THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 4, TOWNSHIP 26
SOUTH, 	RANGE 	24 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES, 	AS 	CONVEYED 	TO 	FIVE 	POINTS 	PROPERTIES, 	A 	GENERAL
PARTNERSHIP, IN DEED RECORDED APRIL 5, 1968 IN BOOK 4147, PAGE 731 AS
DOCUMENT NO. 19760 OFFICIAL RECORDS.
TRACT 4:
PARCEL 1: APN: 059-010-19
THE SOUTHWEST QUARTER OF SECTION 10, TOWNSHIP 26 SOUTH, RANGE 23 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTH 200 FEET THEREOF, AS CONVEYED TO THE
COUNTY OF KERN IN THE DEEDS RECORDED FEBRUARY 1, 1963, IN BOOK 3571,
PAGES 309, 310, 311, 312 & 313 OF OFFICIAL RECORDS, AS DOCUMENT NOS. 7362, 7363,
7364, 7365 & 7366.
EXCEPTING THEREFROM AN UNDIVIDED 1/4 INTEREST OF ALL MINERALS, OIL
AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY
AS RESERVED BY KENDALL W. KNIGHTS, TRUSTEE UNDER THE WILL OF BEVERLY
BOYLE KNIGHT IN DEED RECORDED OCTOBER 9, 1981, IN BOOK 5410, PAGE 539,
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/4 INTEREST OF ALL MINERAL,
OIL AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE
ENTRY AS RESERVED BY LOUIS M. BOYLE, JR., IN DEED RECORDED OCTOBER 9,
1981, IN BOOK 5410, PAGE 541, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST OF ALL MINERAL,
OIL AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE
ENTRY AS RESERVED BY MARION E. JENKS, A MARRIED MAN, IN DEED RECORDED
OCTOBER 9, 1981, IN BOOK 5410, PAGE 542, OFFICIAL RECORDS.
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46
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST OF ALL MINERAL,
OIL AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE
ENTRY AS RESERVED BY JONATHAN E. BOYLE, A MARRIED MAN, IN DEED
RECORDED OCTOBER 9, 1981, IN BOOK 5410, PAGE 544, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 OF ALL OIL, GAS AND OTHER
MINERALS IN THE MINERAL DEED RECORDED AUGUST 10, 2011, INSTRUMENT NO.
0211101761, OFFICIAL RECORDS.
PARCEL 2: APN: 059-070-01
THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 15, TOWNSHIP 26
SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND
MINERALS LYING IN AND UNDER SAID LAND, AS RESERVED IN DEED RECORDED
OCTOBER 2, 1986 IN BOOK 5922, PAGE 915 OF OFFICIAL RECORDS OF SAID COUNTY.
PARCEL 3: APN: 069-230-05
THE NORTH HALF OF SECTION 26, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	THE 	NORTHERLY 	190 	FEET 	OF 	SAID 	LAND, 	AS
CONVEYED TO BUTTONWILLOW IMPROVEMENT DISTRICT OF SEMITROPIC WATER
STORAGE DISTRICT, IN THE FINAL ORDER OF CONDEMNATION, RECORDED APRIL
3, 1975, IN BOOK 4889, PAGE 1591, OF OFFICIAL RECORDS, AS DOCUMENT NO. 22532.
ALSO EXCEPTING THEREFROM ALL OIL AND GAS IN THE LANDS SO PATENTED,
AND TO IT, OR PERSONS AUTHORIZED BY IT, THE RIGHT TO PROSPECT FOR, MINE,
AND REMOVE SUCH DEPOSITS FROM THE SAME UPON COMPLIANCE WITH THE
CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF THE ACT
OF JULY 17, 1914 (38 STAT. 509) THIS ENTRY IS MADE UNDER SECTION 29 OF THE ACT
OF FEBRUARY 25, 1920 (41 STAT., 437) AND THE PATENT IS ISSUED SUBJECT TO THE
RIGHTS OF PRIOR PERMITTEES OR LESSEES TO USE SO MUCH OF THE SURFACE OF
SAID 	LANDS, 	AS 	IS 	REQUIRED 	FOR 	MINING 	OPERATIONS, 	WITHOUT
COMPENSATION TO THE PATENTEE FOR DAMAGES RESULTING FROM PROPER
MINING OPERATIONS., ALL AS RESERVED BY THE UNITED STATES OF AMERICA IN
THE PATENT RECORDED MAY 9, 1928, IN BOOK 248, PAGE 117 OF OFFICIAL
RECORDS, AS DOCUMENT NO. 9080.
PARCEL 4: APN: 069-230-07
THE SOUTHWEST QUARTER OF SECTION 26, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, AS PER THE OFFICIAL PLAT THEREOF
ON FILE IN THE OFFICE OF THE SURVEYOR GENERAL.
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47
EXCEPTING 	THEREFROM 	THAT 	PORTION 	OF 	SAID 	LAND 	LYING 	WITHIN
INTERSTATE 5 AS CONVEYED TO THE STATE OF CALIFORNIA, IN THE DEED
RECORDED DECEMBER 23, 1964, IN BOOK 3797 PAGE 446, OF OFFICIAL RECORDS.
EXCEPTING ALL OIL, GAS, HYDROCARBONS AND MINERALS IN OR UNDER SAID
LAND, WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE
PURPOSE OF DEVELOPING OR PRODUCING SAME SUBJECT TO REASONABLE
COMPENSATION TO GRANTEE FOR SUCH RIGHT OF ENTRY AND/OR SURFACE USE,
RESERVED IN GRANT DEED RECORDED APRIL 4, 2006 AS INSTRUMENT NO.
0206081859 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-230-20
THE NORTHWEST QUARTER AND THE EAST HALF OF THE SOUTHWEST QUARTER
OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THOSE TWO CERTAIN PARCELS OF LAND CONVEYED TO
MILLER & LUX INC. BY DEED RECORDED DECEMBER 28, 1915, IN BOOK 304, PAGE
166, OF DEEDS, DESCRIBED AS FOLLOWS:
PARCEL A:
BEGINNING AT THE QUARTER SECTION CORNER BETWEEN SECTIONS 33 AND 34,
TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN;
THENCE NORTH 1° 20' EAST A DISTANCE OF 250 FEET; THENCE SOUTH 35° 30' EAST
310 FEET TO THE QUARTER SECTION LINE OF SAID SECTION 34; THENCE NORTH
89° 40' WEST 175 FEET TO THE POINT OF BEGINNING.
PARCEL B:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 27 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN; THENCE NORTH 88° 40'
EAST 1,320 FEET TO 1/8TH CORNER BEING POINT OF BEGINNING; THENCE NORTH
0° 45' WEST 570 FEET; THENCE SOUTH 27° 15' EAST 635 FEET TO THE SOUTH LINE OF
SECTION 34; THENCE SOUTH 88° 40' WEST 285 FEET TO POINT OF BEGINNING.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	THE 	OIL 	AND 	GAS 	IN 	THE 	LANDS 	SO
PATENTED, THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS
FROM THE SAME UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO
THE PROVISIONS AND LIMITATIONS OF THE ACT OF JULY 17, 1914 (38 STAT. 509) AS
RESERVED BY THE UNITED STATES OF AMERICA IN PATENTS RECORDED MARCH
19, 1919, IN BOOK 19, PAGE 444 AND BOOK 19, PAGE 445 OF PATENTS.
PARCEL 6: APN: 069-230-21
THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
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48
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA BY DEED RECORDED MAY 12, 1965, IN BOOK 3839, PAGE 154, OF
OFFICIAL RECORDS, AS DOCUMENT NO. 25609, DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27
SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 34, SAID NORTHEAST
CORNER BEING AT COORDINATES Y=747 159.30 FEET AND X=1 529 752.10 FEET;
THENCE ALONG THE EAST LINE OF SAID SECTION SOUTH 1° 12' 15" WEST 106.17
FEET; THENCE ALONG A LINE PARALLEL WITH AND 104 FEET SOUTHWESTERLY
MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE DEPARTMENT OF
PUBLIC WORKS SURVEY FROM ROUTES 57 (NOW ROUTE 166) TO KINGS COUNTY
LINE, ROAD VI-KER-238-B (NOW VI-KER-5) NORTH 40° 46' 00" WEST 140.76 FEET TO
THE NORTH LINE OF SAID SECTION; THENCE ALONG SAID NORTH LINE SOUTH
89° 43' 20" EAST 91.15 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945, IN BOOK 1252, PAGE 28, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME AS GRANTED TO ALAN B. BOWEN BY DEED RECORDED FEBRUARY 8, 1952, IN
BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING
SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED
RECORDED FEBRUARY 8, 1952 IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 7: APN: 069-230-22
THE SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
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49
EXCEPTING THEREFROM AN UNDIVIDED 1/2% INTEREST IN FEE, IN AND TO ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND
UNDER THE ABOVE DESCRIBED PROPERTY OR RECOVERABLE THEREON AND
THEREFROM, AS RESERVED IN THE DEED RECORDED APRIL 17, 1945, IN BOOK 1252,
PAGE 28, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 8: APN: 069-230-55
THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION
34, 	LYING 	EASTERLY 	OF 	THE 	CENTERLINE 	OF 	THE 	EAST 	SIDE 	CANAL, 	IN
TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND
MINERALS 	WITHIN 	OR 	UNDERLYING 	SAID 	LAND, 	AS 	EXCEPTED 	BY 	JOHN
CORNELIUS O'BRIEN AND LAWRENCE TERRENCE O'BRIEN IN DEED RECORDED
MAY 6, 1974, IN BOOK 4839, PAGE 888, OF OFFICIAL RECORDS.
PARCEL 9: APN: 069-230-36
ALL THAT PORTION OF SECTION 35, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN
PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED TO THE STATE OF
CALIFORNIA RECORDED MARCH 1, 1966, IN BOOK 3923, PAGE 663, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE
GENERALITY 	OF 	THE 	FOREGOING, 	ALL 	OIL, 	GAS, 	NATURAL 	GAS 	AND
HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN
SOLUTION AND SAND, GRAVEL AND AGGREGATES AND PRODUCTS DERIVED
THEREFROM TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID
GRANTEE, ITS SUCCESSORS AND ASSIGNS, OF INGRESS AND EGRESS IN, UPON OR
OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE
SUCH USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR
USEFUL IN CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING,
BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING,
OPEN PIT MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS,
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

50
WAYS, PIPELINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES
AS CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965,
IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 10: APN: 086-010-03
THE NORTH HALF OF THE SOUTHWEST QUARTER, SOUTHEAST QUARTER OF THE
SOUTHWEST QUARTER AND THE SOUTHEAST QUARTER OF FRACTIONAL SECTION
2, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE 	UNINCORPORATED 	AREA 	COUNTY 	OF 	KERN, 	STATE 	OF 	CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING TO THE STATE OF CALIFORNIA ALL OIL, SHALE, COAL, PHOSPHATE,
SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID
LANDS (EXCEPTING ALL OIL AND GAS) AND FURTHER RESERVING TO THE STATE
OF CALIFORNIA, AND PERSONS AUTHORIZED BY THE STATE, THE RIGHT TO
PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF MINERALS FROM SAID
LANDS (EXCEPTING ALL OIL AND GAS), AND TO OCCUPY AND USE SO MUCH OF
THE 	SURFACE 	OF 	SAID 	LANDS 	AS 	MAY 	BE 	REQUIRED 	THEREFORE, 	UPON
COMPLIANCE WITH THE CONDITIONS AND
SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION
6 OF THE PUBLIC RESOURCES CODE, AS PER PATENT FROM THE STATE OF
CALIFORNIA RECORDED MAY 23, 1956, IN BOOK 2611 PAGE 517 OF OFFICIAL
RECORDS.
EXCEPTING TO THE UNITED STATES OF AMERICA ALL OIL AND GAS IN THE LAND,
AND TO IT, OR PERSONS AUTHORIZED BY IT, THE RIGHT TO PROSPECT FOR, MINE
AND REMOVE SUCH DEPOSITS FROM THE SAME UPON COMPLIANCE WITH THE
CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF THE ACT
OF JULY 17, 1914 (38 STAT. 509), AS PER PATENT FROM THE STATE OF CALIFORNIA,
RECORDED MAY 23, 1956, IN BOOK 2611 PAGE 517 OF OFFICIAL RECORDS.
PARCEL 11: APN: 086-010-08
ALL THAT PORTION OF SECTION 1, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN
PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED TO THE STATE OF
CALIFORNIA RECORDED APRIL 6, 1966, IN BOOK 3934, PAGE 572, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE
GENERALITY 	OF 	THE 	FOREGOING, 	ALL 	OIL, 	GAS, 	NATURAL 	GAS 	AND
HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN
SOLUTION AND SAND, GRAVEL AND AGGREGATES AND PRODUCTS DERIVED
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51
THEREFROM TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID
GRANTEE, ITS SUCCESSORS AND ASSIGNS OF INGRESS AND EGRESS IN, UPON OR
OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE
SURF USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR
USEFUL IN CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING,
BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING,
OPEN PIT MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS,
WAYS, PIPELINES, POLELINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES,
AS CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965,
IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 12: APN: 086-010-11
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28
SOUTH, 	RANGE 	22 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTH LINE OF SAID SECTION SAID POINT BEARS
NORTH 89° 22' 40" WEST 661.32 FEET FROM THE NORTHEAST CORNER OF SAID
SECTION SAID NORTHEAST CORNER BEING AT COORDINATES Y=741 794.74 FEET
AND X=1 534 938.55 FEET; THENCE ALONG A LINE PARALLEL WITH AND 104 FEET
SOUTHWESTERLY MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE
DEPARTMENT OF PUBLIC WORKS SURVEY FROM ROUTE 57 (NOW ROUTE 166) TO
THE KINGS COUNTY LINE, ROAD VI-KER-238-B (NOW 06-KER-5) SOUTH 40° 46' 00"
EAST 32.14 FEET; THENCE SOUTH 82° 13' 16" WEST 313.57 FEET; THENCE NORTH 71°
25' 46" WEST 226.90 FEET TO SAID NORTH LINE; THENCE ALONG SAID NORTH LINE
SOUTH 89° 22' 40" EAST 504.82 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945 IN BOOK 1252, PAGE 29 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME, AS GRANTED TO ALAN B. BOWEN, BY DEED RECORDED FEBRUARY 8, 1952,
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING
SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED
RECORDED FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
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52
ALSO EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS,
NATURAL 	GAS, 	NATURAL 	GAS 	RIGHTS 	AND 	OTHER 	HYDROCARBONS 	BY
WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF
LAND HEREINABOVE DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF
DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND REMOVING
THE SAME FROM SAID LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO
WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN
THOSE HEREINABOVE DESCRIBED OIL OR GAS WELL, TUNNELS AND SHAFTS
INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE
DESCRIBED AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED
WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR
LIMITS 	THEREOF 	AND 	TO 	REDRILL, 	RETUNNEL, 	EQUIP, 	MAINTAIN, 	REPAIR,
DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE
RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE
UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED
OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY
HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS EXCEPTED IN DEED
FROM MILHAM FARMS, INC., RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.
PARCEL 13: APN: 086-010-18
PARCEL 	B 	OF 	LOT 	LINE 	ADJUSTMENT 	NO. 	69-98 	AS 	PER 	CERTIFICATE 	OF
COMPLIANCE RECORDED MARCH 3, 1999, AS INSTRUMENT NO. 0199030694, OF
OFFICIAL 	RECORDS, 	BEING 	THE 	EAST 	HALF 	OF 	THE 	EAST 	HALF 	OF 	THE
NORTHEAST QUARTER AND THE EAST HALF OF THE WEST HALF OF THE EAST
HALF OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH, RANGE
22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA
OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA, BY DEED RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.
EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945 IN BOOK 1252, PAGE 29 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME AS GRANTED TO ALLAN B. BOWEN BY DEED RECORDED FEBRUARY 8, 1952
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
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53
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING
SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED
RECORDED FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 14: APN: 086-010-19
PARCEL 	A 	OF 	LOT 	LINE 	ADJUSTMENT 	NO. 	69-98 	AS 	PER 	CERTIFICATE 	OF
COMPLIANCE RECORDED MARCH 3, 1999, AS INSTRUMENT NO. 0199030694, OF
OFFICIAL RECORDS, BEING THE NORTHWEST QUARTER, THE WEST HALF OF THE
NORTHEAST QUARTER, AND THE WEST HALF OF THE WEST HALF OF THE EAST
HALF OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH, RANGE
22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA
OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA, BY DEED RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.
EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 3% OF ALL OIL, GAS
AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER THE
ABOVE 	DESCRIBED 	PROPERTY, 	AS 	RESERVED 	BY 	MERCHANTS 	HOLDING
CORPORATION LTD. IN DEED RECORDED APRIL 17, 1945 IN BOOK 1252, PAGE 29, OF
OFFICIAL RECORDS.
ALSO EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 23 1/2% OF ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR
UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM
WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING
AND REMOVING THE SAME AS GRANTED TO ALAN B. BOWEN BY DEED RECORDED
FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 23 1/2% OF ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR
UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM
WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING
AND REMOVING SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN,
BY DEED RECORDED FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM AN UNDIVIDED 1/2% INTEREST IN AND TO ALL OIL, GAS
AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER THE
DESCRIBED 	PROPERTY 	OR 	RECOVERABLE 	THEREON 	AND 	THEREFROM, 	AS
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54
RESERVED IN THE DEED RECORDED APRIL 17, 1945, IN BOOK 1252, PAGE 28, OF
OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 15: APN: 086-020-03
GOVERNMENT LOTS 1 AND 2 OF THE NORTHEAST QUARTER OF FRACTIONAL
SECTION 3, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST HEREAFTER UPON, WITHIN OR
UNDERLYING 	THE 	HEREINAFTER 	DESCRIBED 	PROPERTY 	OR 	THAT 	MAY 	BE
PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE GENERALITY OF
THE FOREGOING, ALL OIL, GAS, NATURAL GAS AND HYDROCARBON SUBSTANCES,
GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION AND SAND, GRAVEL
AND AGGREGATES AND PRODUCTS DERIVED THEREFROM TOGETHER WITH THE
EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS SUCCESSORS AND
ASSIGNS, OF INGRESS AND EGRESS IN, UPON OR OVER SAID PROPERTY TO
EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP, SAVE, CONVEY, STORE,
REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE SUCH USE OF SAID
PROPERTY 	AND 	THE 	SURFACE 	THEREOF 	AS 	IS 	NECESSARY 	OR 	USEFUL 	IN
CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING, BORING,
DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING, OPEN PIT
MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS, WAYS,
PIPELINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES AS
CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965, IN
BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 16: APN: 086-020-10
ALL THAT PORTION OF THE NORTH HALF OF SECTION 3, TOWNSHIP 28 SOUTH,
RANGE 22 EAST MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
PARCEL 1:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF
SECTION 3; THENCE SOUTH 0° 32' WEST 1,319.80 FEET TO THE NORTHWEST CORNER
OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 3
SAID POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;
THENCE NORTH 89° 18' EAST A DISTANCE OF 1,320.10 FEET TO THE NORTHEAST
CORNER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 3; THENCE SOUTH 0° 32' WEST A DISTANCE OF 1,320.0 FEET; THENCE
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NORTH 89° WEST A DISTANCE OF 857.60 FEET TO A POINT ON THE CENTERLINE OF
THE EAST SIDE CANAL; THENCE ALONG SAID CENTERLINE NORTH 48° 16' WEST A
DISTANCE OF 432.30 FEET; THENCE NORTH 38° 27' WEST AND CONTINUING ALONG
SAID CENTERLINE OF SAID CANAL TO A POINT ON THE WEST LINE OF THE
NORTHEAST QUARTER OF SECTION 3; THENCE NORTH 0° 32' EAST AND ALONG
SAID WEST LINE TO THE TRUE POINT OF BEGINNING.
PARCEL 2:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF SAID
SECTION 3; THENCE ALONG THE NORTHERLY BOUNDARY OF SAID SECTION
SOUTH 89° 45' WEST 1,069.10 FEET TO A POINT ON THE CENTERLINE OF THE EAST
SIDE CANAL; THENCE ALONG SAID CENTERLINE SOUTH 25° 27' EAST 2,290.50 FEET;
THENCE 	CONTINUING 	ALONG 	SAID 	CENTERLINE 	IN 	A 	GENERAL
SOUTHEASTERLY DIRECTION TO THE WEST LINE OF THE NORTHEAST QUARTER
OF SAID SECTION 3; THENCE ALONG SAID WEST LINE NORTH 0° 23' EAST TO THE
NORTHWEST 	CORNER 	OF 	THE 	SOUTHWEST 	QUARTER 	OF 	THE 	NORTHEAST
QUARTER OF SECTION 3; THENCE CONTINUING NORTH 0° 32' EAST A DISTANCE
OF 1,319.80 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM BOTH PARCELS 1 AND 2, 83-1/3% OF ALL MINERALS, OIL,
GAS, PETROLEUM AND HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING
SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM: HOWEVER,
THE GRANTORS HEREIN, THEIR SUCCESSORS AND ASSIGNS SHALL NOT CONDUCT
DRILLING OR OTHER OPERATIONS UPON THE SURFACE OF SAID LAND BUT
NOTHING HEREIN CONTAINED SHALL BE DEEMED TO PREVENT SAID GRANTORS,
THEIR 	SUCCESSORS 	AND 	ASSIGNS 	FROM 	EXTRACTING 	OR 	CAPTURING 	SAID
MINERALS, OIL, GAS, PETROLEUM AND HYDROCARBON SUBSTANCES FROM THE
HEREIN DESCRIBED LAND BY DRILLING ON ADJACENT OR NEIGHBORING LANDS
AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER SAID
LANDS AT A DEPTH OF 500 FEET OR MORE BELOW THE SURFACE THEREOF, AS
RESERVED IN THE QUITCLAIM DEED RECORDED JANUARY 16, 1974, IN BOOK 4821,
PAGE 1223, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 17: APN: 086-100-28
ALL THAT PORTION OF PARCEL 3 OF PARCEL MAP 7799, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE MAP
THEREOF RECORDED AUGUST 22, 1986, IN BOOK 33, PAGE 134 OF PARCEL MAPS,
KERN 	COUNTY 	RECORDS, 	DESCRIBED 	AS 	PARCEL 	A 	IN 	THAT 	CERTAIN
CERTIFICATE OF COMPLIANCE RECORDED FEBRUARY 7, 1990 IN BOOK 6344, PAGE
537, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
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56
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 3 OF PARCEL MAP 7799;
THENCE SOUTH 00° 44' 00" WEST ALONG THE EASTERLY LINE OF PARCEL 3 OF SAID
PARCEL MAP, 3,874.95 FEET TO THE SOUTHEAST CORNER OF THE NORTH HALF OF
THE SOUTHEAST QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN; THENCE SOUTH 88° 39' 59" WEST ALONG
THE SOUTH LINE OF SAID NORTH HALF OF THE SOUTHEAST QUARTER 1,412.76
FEET TO A POINT ON THE CENTERLINE OF EAST SIDE CANAL AS SHOWN ON SAID
PARCEL MAP 7799 RECORDED IN BOOK 33, PAGE 134 OF PARCEL MAPS, KERN
COUNTY RECORDS; THENCE NORTH 28° 56' 00" WEST ALONG SAID CENTERLINE
121.85 FEET; THENCE NORTH 22° 17' 00" WEST 319.20 FEET; THENCE NORTH 16° 05' 00"
WEST 1,357.20 FEET; THENCE NORTH 21° 58' 00" WEST 457 FEET; THENCE NORTH 30°
18' 00" WEST 307 FEET; THENCE NORTH 34° 10' 00" WEST 202.80 FEET; THENCE
DEPARTING FROM SAID CENTERLINE SOUTH 89° 29' 00" WEST 198.30 FEET; THENCE
NORTH 00° 43' 00" EAST TO A POINT ON SAID CENTERLINE 279.32 FEET; THENCE
NORTH 35° 04' 00" WEST 407.94 FEET; THENCE NORTH 44° 48' 00" WEST 737.50 FEET;
THENCE NORTH 70° 21' 00" WEST 503.72 FEET, MORE OR LESS, TO A POINT ON THE
NORTHERLY LINE OF SAID PARCEL 3; THENCE NORTH 89° 24' 00" EAST ALONG SAID
NORTHERLY LINE 3,881.13 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES
IN AND UNDER THAT PORTION OF SAID LAND LYING WITHIN THE SOUTHEAST
QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO
BASE AND MERIDIAN, AND THE RIGHT TO REMOVE THE SAME, AS RESERVED BY
F.G. DRUMM AND D.M. DRUMM, HUSBAND AND WIFE AND M.A. BARDENSTEIN, A
SINGLE WOMAN, IN DEED RECORDED MARCH 17, 1952 IN BOOK 1915, PAGE 344, OF
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR THROUGH THAT
PORTION OF SAID LAND LYING WITHIN THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 38 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, OR THAT MAY BE PRODUCED OR SAVED
THEREFROM TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO REMOVE
AND EXTRACT THE SAME, AS RESERVED BY ETHEL B. COOPER, A MARRIED
WOMAN, IN DEED RECORDED OCTOBER 13, 1965, IN BOOK 3883, PAGE 312, OF
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF
EVERY 	KIND 	AND 	CHARACTER 	NOW 	KNOWN 	TO 	EXIST 	OR 	HEREAFTER
DISCOVERED UPON, WITHIN OR UNDERLYING THAT PORTION OF SAID LAND
LYING WITHIN THE NORTH HALF OF THE NORTHEAST QUARTER; THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER AND THE NORTHEAST QUARTER OF THE
NORTHWEST QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, OR THAT MAY BE PRODUCED THEREFROM,
INCLUDING, WITHIN LIMITING THE GENERALITY OF THE FOREGOING, ALL OIL,
GAS, NATURAL GAS AND HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM,
BRINES AND MINERALS IN SOLUTION AND SAND, GRAVEL AND AGGREGATES
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57
AND PRODUCTS DERIVED THEREFROM TOGETHER WITH THE EXCLUSIVE AND
PERPETUAL RIGHT OF SAID GRANTEE, ITS SUCCESSORS AND ASSIGNS, OF INGRESS
AND EGRESS IN, UPON OR OVER SAID PROPERTY TO EXPLORE AND PROSPECT
FOR, EXTRACT, DEVELOP, SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE
THE SAME AND TO MAKE SUCH USE OF SAID PROPERTY AND THE SURFACE
THEREOF AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH WHICH USE
MAY INCLUDE THE SINKING, BORING, DIGGING OR DRILLING OF WELLS, SHAFTS
OR 	TUNNELS, 	EXCAVATING, 	OPEN 	PIT 	MINING 	AND 	CONSTRUCTING,
MAINTAINING AND REMOVING ROADS, WAYS, PIPELINES, POLELINES, TANKS,
BUILDINGS, 	STRUCTURES 	AND 	FACILITIES 	AS 	CONVEYED 	TO 	BRAVO 	OIL
COMPANY IN DEED RECORDED DECEMBER 29, 1965, IN BOOK 3906, PAGE 30, OF
OFFICIAL RECORDS.
EXCEPTING 	THEREFROM, 	ANY 	MOBILE 	HOME, 	TRAILER 	AND/OR
MANUFACTURED HOME LOCATED THEREON.
PARCEL 18: APN: 086-110-04
THE NORTHEAST QUARTER OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION, SAID NORTHEAST
CORNER BEING AT COORDINATES Y=736 446.01 FEET AND X=1 540 068.83 FEET;
THENCE ALONG THE EAST LINE OF SAID SECTION SOUTH 1° 41' 47" WEST 1,325.82
FEET; THENCE ALONG A LINE PARALLEL WITH AND 110 FEET SOUTHWESTERLY
MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE DEPARTMENT OF
PUBLIC WORKS SURVEY FROM ROUTE 57 (NOW ROUTE 166) TO KINGS COUNTY
LINE, ROAD VI-KER-238-B (NOW VI-KER-5) NORTH 40° 46' 00" WEST 659.14 FEET;
THENCE NORTH 39° 02' 54" WEST 200.09 FEET; THENCE ALONG A LINE PARALLEL
WITH AND 104 FEET SOUTHWESTERLY MEASURED AT RIGHT ANGLES FROM SAID
CENTERLINE NORTH 40° 46' 00" WEST 915.50 FEET TO THE NORTH LINE OF SAID
SECTION; THENCE ALONG SAID NORTH LINE SOUTH 88° 54' 31" EAST 1,193.72 FEET
TO THE POINT OF BEGINNING, AS CONVEYED TO THE STATE OF CALIFORNIA BY
DEED RECORDED FEBRUARY 28, 1966, IN BOOK 3923, PAGE 302, OF OFFICIAL
RECORDS.
ALSO EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND OR WHICH
MAY BE PRODUCED AND SAVED THEREFROM TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS, AS RESERVED IN DEED FROM FRESNO-KERN COMPANY, A
CORPORATION, RECORDED JUNE 15, 1966, IN BOOK 3955, PAGE 683, OF OFFICIAL
RECORDS.
PARCEL 19: APN: 086-110-09
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

58
THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12,
TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR THROUGH SAID LAND
OR THAT MAY BE PRODUCED AND SAVED THEREFROM TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS TO REMOVE AND EXTRACT THE SAME, AS
RESERVED BY MARGARET ANNE COOPER, AN UNMARRIED WOMAN, IN DEED
RECORDED OCTOBER 14, 1965, IN BOOK 3884, PAGE 27, OF OFFICIAL RECORDS.
PARCEL 20: APN: 086-110-05
THE NORTH HALF OF THE SOUTH HALF OF SECTION 12, TOWNSHIP 28 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 1/2 OF ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED THEREFROM, AS RESERVED BY GENERAL
MORTGAGE COMPANY IN DEED RECORDED SEPTEMBER 13, 1961, IN BOOK 3414,
PAGE 884, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 21: APN: 086-110-03
THE SOUTH HALF OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 28
SOUTH, 	RANGE 	22 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM 90% OF ALL OIL, GAS AND OTHER HYDROCARBONS AND
MINERALS LYING IN AND UNDER AND WHICH MAY BE PRODUCED FROM SAID
LANDS AS HEREINBEFORE DESCRIBED TOGETHER WITH THE RIGHT OF INGRESS
AND EGRESS TO DEVELOP AND RECOVER SAME, AS RESERVED IN DEED FROM
FRANK LEPPI, ET UX, RECORDED FEBRUARY 1, 1952 IN BOOK 1894, PAGE 208, OF
OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 22: APN: 086-110-01
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

59
THE SOUTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 75% OF ALL OIL, GAS, MINERALS AND
OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND OR
THAT MAY PRODUCED AND SAVED THEREFROM, AS RESERVED BY MYRTLE C.
KROESEN, A WIDOW, IN DEED RECORDED FEBRUARY 29, 1952, IN BOOK 1907, PAGE
342, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 23: APN: 086-120-05
THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER
OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12,
TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
PARCEL 24: APN: 086-120-01
THE NORTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22
EAST, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
PARCEL 25: APN: 087-080-25
PARCEL 1 OF PARCEL MAP 3773, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED MAY 20, 1977, IN BOOK
18, PAGE 108 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPTING THEREFROM, ALL THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, ALL OIL, NATURAL GAS AND HYDROCARBON
SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION, AND
SAND, 	GRAVEL 	AND 	AGGREGATES, 	AND 	PRODUCTS 	DERIVED 	THEREFROM,
TOGETHER WITH, THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS
SUCCESSORS AND ASSIGNS, OR INGRESS AND EGRESS IN, UPON OR OVER SAID
PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP, SAVE, CONVEY,
STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE SUCH USE OF
SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR USEFUL IN
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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CONNECTION THEREWITH, WHICH USE MAY INCLUDE THE SINKING, BORING,
DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING, OPEN PIT
MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS, WAYS, PIPE
LINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES. ALL AS
CONVEYED BY SOUTHERN PACIFIC COMPANY TO BRAVO OIL COMPANY, A TEXAS
CORPORATION IN THE DEED RECORDED MAY 29, 1965, IN BOOK 3906, PAGE 30 OF
OFFICIAL RECORDS, AS DOCUMENT NO. 70845.
TRACT 5:
PARCEL 1: APN: 069-280-18-00
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 22,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT OF SAID LAND APPROVED BY THE SURVEYOR
GENERAL ON JUNE 15, 1855.
EXCEPT ALL OIL AND GAS IN SAID LAND, WITH THE RIGHT TO PROSPECT FOR,
MINE AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS
OF THE ACT OF JULY 17, 1914(39 STAT. 509).
ALSO EXCEPTING THEREFROM AN UNDIVIDED 50% INTEREST IN ALL OF THE OIL,
GAS AND MINERALS NOW OF HEREAFTER LYING IN AND UNDER AND THAT MAY
BE PRODUCED FROM, ALL OF THE ABOVE DESCRIBED REAL ESTATE, WITH THE
RIGHT TO REDUCE THE SAME TO POSSESSION, AND WITH RIGHTS OF INGRESS
AND EGRESS, AND ALL RIGHTS INCIDENT TO THE DEVELOPMENT, PRODUCTION,
CONSERVATION AND TRANSPORTATION THEREOF, FOREVER, AS RESERVED BY
JOHN 	HANCOCK 	MUTUAL 	LIFE 	INSURANCE 	COMPANY 	IN 	THAT 	CERTAIN
CORPORATION GRANT DEED RECORDED NOVEMBER 14, 1988 IN BOOK 6181, PAGE
1169, DOCUMENT NO. 056183, KERN COUNTY RECORDS.
PARCEL 2:
THE RIGHT TO USE AND TAKE WATER FROM THAT CERTAIN WATER WELL AND
PUMPING PLANT SITE DESCRIBED AS THE SOUTH 50 FEET OF THE WEST 75 FEET
OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 22,
TOWNSHIP 27, SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE COUNTY OF KERN, STATE OF CALIFORNIA, ADEQUATE TO IRRIGATE SAID
PARCEL 1, TOGETHER WITH AN EASEMENT FOR PIPELINE PURPOSES WITHIN THE
SOUTHERLY 25 FEET OF SAID NORTHEAST QUARTER OF SAID NORTHWEST
QUARTER TO TRANSPORT WATER FROM SAID WELL TO SAID PARCEL 1, INCLUDING
THE RIGHT TO USE THE EXISTING PIPE OR ANY REPLACEMENTS THEREOF
LOCATED WITHIN SAID PIPELINE EASEMENT.
PARCEL 3: APN: 069-280-16-00, 069-280-25-00
THE NORTH HALF OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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UNINCORPORATED 	AREA 	OF 	COUNTY 	OF 	KERN, 	STATE 	OF 	CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	ALL 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES 	WITHIN 	OR 	UNDERLYING 	OR 	WHICH 	MAY 	BE
PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHTS OF INGRESS AND
EGRESS 	UPON 	SAID 	LAND 	AT 	ALL 	TIMES 	FOR 	THE 	DEVELOPMENT 	AND
PRODUCTION 	OF 	ANY 	OF 	SUCH 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES, 	AS 	RESERVED 	BY 	GRACE 	R. 	PARR 	IN 	DEED
RECORDED NOVEMBER 12, 1947 IN BOOK 1430, PAGE 475 OF OFFICIAL RECORDS.
PARCEL 4: APN: 069-280-26-00
THE SOUTH 1/2 OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF COUNTY OF KERN, STATE OF CALIFORNIA, AS PER
THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING 	THEREFROM 	ALL 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES 	WITHIN 	OR 	UNDERLYING 	OR 	WHICH 	MAY 	BE
PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHTS OF INGRESS AND
EGRESS 	UPON 	SAID 	LAND 	AT 	ALL 	TIMES 	FOR 	THE 	DEVELOPMENT 	AND
PRODUCTION 	OF 	ANY 	OF 	SUCH 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES, 	AS 	RESERVED 	BY 	GRACE 	E. 	PARR 	IN 	DEED
RECORDED NOVEMBER 12, 1947 IN BOOK 1430, PAGE 475 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-280-38-00, 069-280-39-00
THE SOUTHEAST QUARTER OF SECTION 15, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY
ELIZABETH GLIDE WILLIAMS, ET AL, IN DEED TO HARLEY BARLING, ET UX, DATED
JANUARY 30, 1951 AND RECORDED MARCH 5, 1951 IN BOOK 1779, PAGE 479 OF
OFFICIAL RECORDS, WHICH DEED PROVIDED AS FOLLOW: TOGETHER WITH THE
RIGHT 	OF 	INGRESS 	AND 	EGRESS 	FOR 	THE 	PURPOSE 	OF 	EXPLORING 	AND
DEVELOPMENT THEREOF.
ALSO EXCEPT THEREFROM THE REMAINDER OF ALL OIL, GAS, MINERALS AND
OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY
JESSE M. BUTLER AND ESTHER M. BUTLER, HUSBAND AND WIFE, IN DEED TO D. C.
CRAWFORD AND ADDIE CRAWFORD, HUSBAND AND WIFE, AS JOINT TENANTS,
DATED NOVEMBER 16, 1951 AND RECORDED JANUARY 23, 1953 IN BOOK 2029, PAGE
337, WHICH DEED PROVIDED AS FOLLOWS: TOGETHER WITH THE RIGHT OF
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INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT
THEREON.
END OF DESCRIPTION
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

63
EXHIBIT B
FORM OF MARKETING PROCEDURES ORDER
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF CALIFORNIA
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, et al.,
Plaintiffs,
v.
ACDF, LLC; ASSEMI AND SONS, INC.;
AVILA RANCH EA, LLC; BEAR FLAG
FARMS, LLC; C & A FARMS, LLC;
CANTUA ORCHARDS, LLC; DA REAL
ESTATE HOLDINGS, LLC; FAVIER
RANCH, LLC; FG2 HOLDINGS LLC;
GRADON FARMS, LLC; GRANVILLE
FARMS, LLC; GRANTLAND HOLDINGS
NO. 1, LLC; GRANTLAND HOLDINGS NO.
2, LLC; GRANTOR REAL ESTATE
INVESTMENTS, LLC; GVM
INVESTMENTS, LLC; GV AG, LLC;
LINCOLN GRANTOR FARMS, LLC;
MARICOPA ORCHARDS, LLC; PANOCHE
PISTACHIOS, LLC; SAGEBERRY FARMS,
LLC; DEREK BELL; and RACHEL MARIE
WHITE,
Defendants.
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER (I) APPROVING BID
PROCEDURES FOR THE SALE OF REAL
PROPERTY; (II) APPROVING BID
PROTECTIONS FOR STALKING HORSE
BIDDER; AND (III) SCHEDULING THE
AUCTION AND SALE HEARING
Related to Dkt. No. ___
Judge: 	Hon. Kirk E. Sherriff
Action Filed: 	September 16, 2024
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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Before the Honorable Kirk E. Sherriff, United States District Judge, is the motion [Dkt. No.
___] (the “Bidding Procedures Motion”)1 filed by Lance Miller (the “Receiver”), solely in his
capacity as Court-appointed receiver in the above-captioned case, for entry of an order approving
the proposed Bidding Procedures attached hereto as Exhibit A; approving 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
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
and adduced at the Hearing, including the declarations submitted by Lance Miller and Skye Root
and (ii) the representations of counsel made on the record at the Hearing, 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 was necessary for the Receiver 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.
1 Capitalized terms used but not defined in this Order shall have the meanings ascribed in the
Bidding Procedures.
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.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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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.
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.
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 the Receiver’ designation of the Stalking Horse Bidder
and award of the Bid Protections are hereby approved.
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.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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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.
IT IS FURTHER ORDERED that the Receiver is authorized to modify the Bidding
Procedures before service to parties in order 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.
Dated: __________________
Hon. Kirk E. Sherriff
United States District Court
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

Exhibit A
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-1-
303970350
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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.
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No. 1:24-cv-01102-KES-SAB
BIDDING PROCEDURES FOR THE SALE
OF RECEIVERSHIP PROPERTY
MARKETED BY CAPSTONE CAPITAL
MARKETS, LLC (SEMITROPIC)
Judge: 	Hon. Kirk E. Sherriff
Action Filed: 	September 16, 2024
1 Designated as counsel for service pursuant to L.R. 182(c)(1).
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On [●], 2025, the United States District Court for the Eastern District of California (the
“Court”) entered an Order [Docket No. ●] (the “Bidding Procedures Order”),2 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 following real property and related assets (the “Property”), solely
to the extent they are Receivership Property, as set forth in Section 1 of asset purchase agreement
attached to these Bidding Procedures as Exhibit 2 (the “Stalking Horse PSA”):
(a) 	The Land; 3
(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 (the “Fixtures”), including without limitation all roads, paved areas,
implement covers, fences, gates, cattle guards, and all improvements and infrastructure;
all solar panels and all infrastructure related to solar panels, including mounting
systems, inverters, wiring, conduits, and related equipment (but excluding all of the
foregoing solar panels and infrastructure listed on Schedule 1.1(b) [to the Stalking
Horse PSA]); 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
2 All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to
them in the Bidding Procedures Order.
3 A list of APNs that comprise the Land is attached hereto as Exhibit 1.
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pits and equipment, all mainlines and drip lines, emitters, all spare and replacement
parts, components and supplies located on the Land or otherwise used or useful to or
of benefit to the use and enjoyment of the Land or that provides drainage, irrigation
and/or water to the Land;
(c) 	All rights and interests, if any, in and to all rights, rights of way,
reversions, remainders, strips or gores, if any, between the Land and abutting
properties, and any land lying in or under the bed of any street, alley, road or right-of
way, abutting or adjacent to the Land, all covenants, conditions and restrictions,
privileges, easements, servitudes, hereditaments, and appurtenances appurtenant to the
Land, or otherwise used or useful to or of benefit to the use and enjoyment of the Land
and/or providing any benefit with respect to access, ingress, egress, irrigation water,
domestic water, electricity, gas, telephone, sewer or other utility service to the Land,
whether or not of record (collectively, the “Appurtenant Rights”);
(d) 	Subject to the rights of Ranch 24, LLC in and to the crops growing on
the Ranch 24 Premises (as defined on Schedule 5.2(i) [to the Stalking Horse PSA]), all
crops 	and 	farm 	products, 	whether 	fructus 	naturales 	or 	fructus 	industriales
(emblements), from and after the 2026 crop year (the “Crops”);
(e) 	All rights of Seller in and to all oil, gas, minerals, and other hydrocarbon
substances, on or hereafter on or under the Land before or after extraction, if any
(collectively, the “Oil, Gas and Mineral Rights”);
(f) 	All surface water rights, groundwater rights, water credits, water
entitlements, water expectancies, and banked water of any kind 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, court or regulatory proceedings, or
under any groundwater sustainability plan or similar plan associated with the Land, and
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all rights in any contracts for the sale, lease, transfer, or exchange of water generated
from irrigation wells or otherwise associated with the Land, but specifically excepting
any banked water rights held by POSO CREEK WATER COMPANY, LLC, a
California limited liability company (“Poso Creek”), whether or not any of the
members for which such water is held by Poso Creek are the fee owners of the Land
(collectively, “Water Rights”); and
(g) 	Any 	licenses 	or 	other 	agreements 	material 	to 	the 	Property 	and
operations thereon as listed on Schedule 1.1(g) [to the Stalking Horse PSA] that Buyer
would like to have assigned to it at Closing; provided that (i) such licenses or
agreements are Receivership Property assignable by Seller to Buyer without any
liability or consideration and (ii) in the event that there are any licenses or agreements
that are material but not Receivership Property, Seller will use commercially
reasonable efforts to provide partial assignments where possible (and without any
liability or consideration) and enter into other agreements or arrangements that are
reasonably satisfactory to Buyer and approved by the Court, as necessary.
(h) 	All crops and farm products produced from 10,011.79 acres in Fresno
County, California (the “Westlands Property”) pursuant to the terms of the Pistachio
Purchase Agreement attached hereto as Exhibit H (the “Westlands PPA”) (the
“Westlands Crops”).
Stalking Horse PSA § 1.
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. 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:
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Event 	Deadlines4 	Estimated Date 5
Deadline to Serve Court-
Approved Bidding
Procedures6
Within one (1) business day of
entry of the Bidding Procedures
Order
Deadline to Submit Bids
(the “Bid Deadline”)
Twenty-one (21) days after entry of
Bidding Procedures Order at 5:00
p.m. (Pacific Time)
Deadline for the Receiver
to Either (1) Notify Bidders
of Status as Qualified
Bidder or (2) File Notice of
Cancellation of Auction
and Designating Stalking
Horse as Successful Bidder
(“Notice of Auction
Cancellation”) 7
Three (3) business day after the Bid
Deadline
Timeline if Competing Qualified Bids Received
Auction 	Seven 	(7) 	days 	after 	the 	Bid
Deadline, at 10:00 a.m. (Pacific
Time)
Deadline to File Notice of
(i) Successful Bid and
Backup Bid, (ii) Identity of
Successful Bidder and
Backup Bidder, and (iii)
Proposed form of Sale
Two (2) business days following
conclusion of Auction
4 All dates/deadlines are subject to extension or adjournment as provided for herein.
5 The Estimated Date is given to help place the Deadlines into context. Actual dates will be
calculated based on the column titled “Deadlines.”
6 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
the Court’s ECF filing system. Parties wishing to receive expedited service of a copy of the
Notice of Successful Bidder or other documents should contact Janice Brooks-Patton at
janice.brooks-patton@katten.com and request to receive e-mail service of sale-related
pleadings.
7 The Notice of Auction Cancellation, if applicable, 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 master service list established in this case; and
(ii) via the Court’s ECF filing system. Parties wishing to receive expedited service of a copy of
the Notice of Successful Bidder or other documents should contact Janice Brooks-Patton at
janice.brooks-patton@katten.com and request to receive e-mail service of sale-related
pleadings.
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Event 	Deadlines4 	Estimated Date 5
Order (the “Notice of
Successful Bidder”)8
Deadline to File Objections
to Sale (the “Sale
Objection Deadline”)
Seven 	(7) 	days 	after 	filing 	of
Notice of Successful Bidder
Reply Deadline 	Nine 	(9) 	days 	after 	the 	Sale
Objection Deadline
Sale Hearing, if Auction
Held
Monday
December 1, 2025, at
1:30 	p.m. 	(Pacific
Time)
Timeline if Notice of Auction Cancellation Filed
Deadline to File Objections
to Sale to the Stalking
Horse Bidder if Notice of
Cancellation of Auction
Filed (the “Sale Objection
Deadline”)
Five (5) days after filing of Notice
of Cancellation of Auction
Reply Deadline 	Three 	(3) 	days 	after 	the 	Sale
Objection Deadline
Sale Hearing if Notice of
Cancellation of Auction
Filed
Monday
November 17, 2025, at
1:30 	p.m. 	(Pacific
Time)
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;
8 The Notice of Successful Bidder, if applicable, 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 master service list established in this case; and
(ii) via the Court’s ECF filing system. Parties wishing to receive expedited service of a copy of
the Notice of Successful Bidder or other documents should contact Janice Brooks-Patton at
janice.brooks-patton@katten.com and request to receive e-mail service of sale-related
pleadings.
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ii. 	Farming Defendants (as defined in the Receivership Order); and
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, such
person shall no longer be a Consultation Party for purposes of these Bidding Procedures.
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, 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. 	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.
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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 three (3) business 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 (unless a Consultation Party is a Qualified Bidder or participates in a 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.
7. 	Due Diligence
Only Potential Bidders 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. 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
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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.
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).
8. Bid Requirements.
A proposal, solicitation, or offer for a purchase and sale of the 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 (the “Purchase Price”), which must be a minimum of $69,451,881.9
9 Calculated as follows: $66,943,574 (Stalking Horse Bid) + $2,008,307 (Bid Protections) +
$500,000 (Minimum Overbid).
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(c) Deposit. On or before the Bid Deadline, each Bid must be accompanied by a deposit
in the amount equal to 10 percent (10%) 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”).
(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.
(f) No Material Modifications to Stalking Horse PSA. Each Bid must be on the form asset
purchase agreement attached hereto as Exhibit 2 and include all material terms in the Stalking Horse
PSA, including the following:
1. Property: The Bid must be for all 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
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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.
(j) Binding and Irrevocable. A Qualified Bidder’s Bid shall be binding and irrevocable
unless and until the Receiver accepts a higher Bid for the Property 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, 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
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diligence regarding the 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 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 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.
(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 twenty one (21) days after entry of thee Bidding Procedures
Order at 5:00 p.m. (Pacific Time) (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).
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9. Auction
If the Receiver receives more than one Qualified Bid for the 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, 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 seven (7) days after the Bid Deadline at 10:00 a.m. (PT), 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.
(a) The Receiver Shall Conduct the Auction.
The Receiver and his professionals shall direct and preside over the Auction. At the start of
the Auction, the Receiver or his professionals shall describe the terms of the Baseline Bid. All
incremental Bids made thereafter for the Property 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.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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 $69,451,881 which is comprised of: (i)
the purchase price set forth in the Stalking Horse PSA ($66,943,574.00) plus (ii) the Bid
Protections ($2,008,307.00) plus (iii) $500,000 (the “Initial Overbid Amount”).
ii. Minimum Overbid Increment. Any Overbid following the Minimum Initial
Overbid or following any subsequent Prevailing Highest Bid (as defined below) for the
Property shall be in increments of $500,000. 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.
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
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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
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 for the Property. 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 as to the Property. 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.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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 two (2) business days 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 by the Bid Deadline a Qualified Bid other than that
submitted by the Stalking Horse Bidder, then the Receiver may file a notice cancelling the Auction
and designating such bid as the Successful Bid.
10. Backup Bidder
The Qualified Bidder with the next highest or otherwise second-best Qualified Bid (the
“Backup Bid”) for the Property at the Auction, as determined by the Receiver in the exercise of his
business judgment and in consultation with the Consultation Parties, as applicable, 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
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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.
11. 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 of the Property, 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.
12. Sale Hearing.
(a) Sale Hearing if Competing Qualified Bids Received
If Competing Qualified Bids are received and an Auction held, 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 December 1, 2025, 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.
(b) Sale Hearing if Notice of Auction Cancellation Filed
If the Auction is cancelled, 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
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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Eastern District of California, Robert E. Coyle U.S. Courthouse, 2500 Tulare Street, Courtroom 6,
7th Floor, Fresno, California on November 17, 2025, at 1:30 p.m. (PT). 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.
13. Return of Deposit.
The Deposit of the Successful Bidder shall be applied to the Purchase Price of the property
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.
Dated: [_________], 2025
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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EXHIBIT 1 TO BIDDING PROCEDURES
List of APNs
Ranch 	APNs 	Acres
Ana Belle West 	047-040-08-00-7 	10.0
Ana Belle West 	047-010-01-01-6 	438.3
Ana Belle West 	047-040-03-01-1 	160.0
Ana Belle West 	047-040-06-00-1 	55.0
Ana Belle West 	047-040-07-00-4 	15.0
Ana Belle West 	047-040-09-00-0 	80.0
Ana Belle West 	047-040-13-00-1 	220.2
Gooselake 	069-230-05-01-2 	297.0
Gooselake 	069-230-07-00-9 	159.6
Gooselake 	069-230-20-00-6 	240.0
Gooselake 	069-230-21-01-8 	159.9
Gooselake 	069-230-22-01-1 	160.0
Gooselake 	069-230-36-00-3 	269.1
Gooselake 	069-230-55-00-8 	44.6
Gooselake 	086-010-03-00-8 	278.7
Gooselake 	086-010-08-00-3 	185.2
Gooselake 	086-010-11-00-1 	0.4
Gooselake 	086-010-18-00-2 	52.0
Gooselake 	086-010-19-00-5 	258.7
Gooselake 	086-020-03-00-1 	120.0
Gooselake 	086-020-10-00-1 	56.2
Gooselake 	086-100-28-00-7 	201.8
Gooselake 	086-110-01-01-0 	20.0
Gooselake 	086-110-03-01-6 	80.0
Gooselake 	086-110-04-00-0 	141.9
Gooselake 	086-110-05-01-2 	160.0
Gooselake 	086-110-09-00-5 	40.0
Gooselake 	086-120-01-00-4 	5.0
Gooselake 	086-120-05-00-6 	1.3
Gooselake 	087-080-25-00-0 	90.7
Kyte 	059-010-19-00-7 	144.2
Kyte 	059-070-01-00-2 	79.1
Ludy 	059-243-03-00-8 	79.1
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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EXHIBIT 1 TO BIDDING PROCEDURES
List of APNs (Continued)
Ranch 	APNs 	Acres
McCombs Ranch 	058-292-05-00-5 	78.2
McCombs Ranch 	058-291-40-00-9 	80.3
McCombs Ranch 	058-292-09-00-7 	156.4
McCombs Ranch 	058-292-23-00-7 	159.1
Jackson 	069-280-04-00-5 	39.1
Jackson 	069-280-16-00-0 	40.0
Jackson 	069-280-18-00-6 	38.2
Jackson 	069-280-25-00-6 	38.2
Jackson 	069-280-26-00-9 	79.1
Jackson 	069-280-38-00-4 	77.3
Jackson 	069-280-39-00-7 	79.1
Jackson 	069-310-09-00-8 	158.2
Jackson 	069-310-10-00-0 	160.0
Jackson 	069-310-11-00-3 	158.2
Jackson 	069-310-12-00-6 	155.9
Kimberlina 	069-340-02-02-4 	314.5
Kimberlina 	069-340-23-00-7 	40.0
Kimberlina 	069-340-24-00-0 	105.4
Kimberlina 	069-340-25-00-3 	11.4
Kimberlina 	069-340-26-00-6 	41.4
Kimberlina 	069-340-34-01-8 	160.0
Kimberlina 	069-340-35-01-1 	158.2
Lerdo 	087-080-46-00-1 	211.2
McCoy 	069-272-05-00-9 	76.7
McCoy 	069-272-08-00-8 	40.0
West Jackson 	069-310-21-00-2 	40.0
West Jackson 	069-320-01-00-7 	19.5
West Jackson 	069-320-02-01-9 	19.5
West Jackson 	069-320-03-00-3 	19.5
West Jackson 	069-320-04-01-5 	19.6
West Jackson 	069-320-05-01-8 	80.0
West Jackson 	069-330-02-00-3 	20.0
Total Acres 	7176.7
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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EXHIBIT 2 TO BIDDING PROCEDURES
Stalking Horse PSA
(see attached)
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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EXHIBIT C
FORM OF SALE ORDER
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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, et al.
Defendants.
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER (I)
AUTHORIZING SALE OF REAL
ESTATE FREE AND CLEAR OF
INTERESTS; (II) AUTHORIZING
THE PAYMENT OF SALE-
RELATED COSTS; AND (III)
GRANTING RELATED RELIEF
[Related to Dkt. No. ___]
1 	Designated as counsel for service pursuant to L.R. 182(c)(1).
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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[PROPOSED] ORDER
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Before the Honorable Kirk E. Sherriff, United States District Judge, is the Notice of
Proposed Auction and Sale of Real Property [Dkt. No. ___] (the “Sale Notice”) filed by Lance
Miller, solely in his capacity as Court-appointed receiver in the above-captioned case (the
“Receiver”) for entry of an order (a) authorizing the Receiver to sell the Property2 free and clear of
liens, claims, and encumbrances, other than easements, rights of way, and other encumbrances
running with the land, to the fullest extent permitted by law (collectively, the “Interests”) with such
Interests attaching to the proceeds of the sale (“Sale Proceeds”) with the same force and in the same
priority as existed immediately prior to the Closing Date; (b) authorizing the Receiver to pay,
without further order of the Court, all sale-related costs and expenses, including break-up fees (if
applicable), commissions, and transaction fees (but excluding the Receiver’s attorneys’ fees); and
(c) granting related relief. The Court hereby finds that:3 (a) the marketing and sale of the Property
was held in accordance with the order establishing auction and bid procedures [Dkt. ___] (the
“Bidding Procedures Order”); (b) it has jurisdiction over the Property and the parties in this case,
including exclusive jurisdiction over the administration, control, and possession of the Property; (c)
it has the statutory authority to enter this Order, including pursuant to 28 U.S.C. § 2001 and Rule
55 of the Federal Rules of Civil Procedure; and (d) due and proper notice of the Sale Notice was
given and no other or further notice is necessary. The Court further finds that:
A. 	This Order constitutes a final order within the meaning of 28 U.S.C. § 158(a).
Notwithstanding Rule 54(b) of the Federal Rules of Civil Procedures, the Court expressly finds that
there is no just reason for delay in the implementation of this Order.
B. 	The Court entered the Bidding Procedures Order on October ___, 2025, that, among
other things, established the procedures in connection with the marketing, auction, and sale of the
Property (the “Bidding Procedures”) and granted related relief.
2 Capitalized terms used herein shall have the meanings ascribed in the Purchase and Sale
Agreement attached hereto as Exhibit A (the “PSA”)
3 The findings and conclusion set forth herein constitute this Court’s findings of fact and conclusions
of law pursuant to Rule 52 of the Federal Rules of Civil Procedure. To the extent a finding of fact
constitutes a conclusion of law, or a conclusion of law a finding of fact, they are adopted as such.
The Court’s finding and conclusions set forth at on the record at the Sale Hearing are incorporated
herein by reference.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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[PROPOSED] ORDER
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C. As demonstrated by (i) the testimony and other evidence submitted by declaration and
adduced at the Sale Hearing, including the declarations submitted by Lance Miller and Sky Roote
and (ii) the representations of counsel made on the record at the Sale Hearing, all aspects of the sale
process, including notice thereof, have been conducted in compliance with the Bidding Procedures
and Bidding Procedures Order.
D. In compliance with the Bidding Procedure Order, the Receiver published notice of the
Auction and proposed sale in the following publications: the Hartford Sentinel (Kings County),
Fresno Business Journals (Fresno County), and Bakersfield Californian (Kern Count) at least one
time per week for four weeks.
E. The Receiver has demonstrated good, sufficient, and sound business purpose and
justifications for the sale and other transactions contemplated in the PSA, and such actions are an
appropriate exercise of the Receiver’s business judgment and in the best interest of the receivership
estate.
F. The Receiver conducted the marketing and auction process in accordance with the
order appointing the Receiver in this case (as amended, the “Receivership Order”), the Bidding
Procedures, and the Bidding Procedures Order. The marketing and auction process set forth in the
Bidding Procedures Order afforded a full, fair, and reasonable opportunity for any person or entity
to make a higher or otherwise better offer to purchase the Property, and Receiver afforded potential
purchasers a full and fair opportunity to make higher and better offers for the Property.
G. The Receiver conducted the sale process for the Property without engaging in any
collusion and in accordance with the Bidding Procedure and the Bidding Procedures Order.
Following the Bid Deadline, the Receiver determined in the sound exercise of his business
judgment, in consultation with Plaintiffs, that [______________] (“Buyer”) submitted the highest
or otherwise best offer for the Property.
H. The Receiver and Buyer have acted at arm’s length and in good faith with respect to
the proposed sale, and the Purchase Price represents the highest or otherwise best offer for the
Property. The Receiver’s determination that the PSA executed by Buyer constitutes the highest and
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best offer for the Property constitutes a valid and sound exercise of the Receiver’s business
judgment.
I. The purchase price for the Property constitutes (i) reasonably equivalent value under
the Uniform Fraudulent Transfer Act, (ii) fair consideration under the Uniform Fraudulent
Conveyance Act, and (iii) reasonably equivalent value, fair consideration, and fair value under any
other applicable laws of the United States, any state, territory or possession of the United States or
the District of Columbia.
J. Except as expressly set forth in the PSA, the Buyer shall have no liability,
responsibility, or obligations of any kind or nature whatsoever for any Interest of or against the
Defendants, or otherwise related to the Property, by reason of the transfer of the Property to the
Buyer. The Buyer is not acquiring or assuming any Interest, except as expressly set forth in the
PSA.
K. Pursuant to this Order and the Receivership Order, the Receiver has full power and
authority to execute, deliver, and perform the obligations under the PSA and all other documents
and transactions contemplated thereby and no consents or approvals, other than those expressly
provided for herein or in the PSA, are required for the Receiver to consummate the sale transaction.
As of the Closing Date, the transfer of the Property to the Buyer will be a legal, valid, and effective
transfer thereof, and vests the Buyer with all right, title, and interest of the Defendants and the
Receiver in and to the Property free and clear of all Interests accruing or arising any time prior to
the Closing Date, except as expressly set forth in the PSA.
L. Sale of the Property other than free and clear of Interests, and without the protections
of this Order, would impact materially and adversely the value the Receiver would be able to obtain
for the Property. In addition, Plaintiffs have consented to the sale of the Property free and clear of
their respective Interests. Other holders of Interests, if any, who did not object, or who withdrew
their objections, to the Sale Notice are deemed to have consented. Therefore, approving of the PSA
and the consummation of the sale of the Property free and clear of Interests is appropriate under 28
U.S.C. § 2001, the Receivership Order and the interests of equity, and is in the best interests of the
Receivership estate, creditors, and other parties in interest.
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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M. Buyer is the designated Successful Bidder and the Buyer’s PSA is designated as the
Successful Bid in accordance with the Bidding Procedures.
N. [_____________ (the “Back-up Bidder”) is designated as the Back-up Bidder and
Back-up Bidder’s purchase and sale agreement (the “Back-up PSA”), which is attached hereto
as Exhibit B, is designated as the Back-up Bid. The Back-up Bidder has compiled in all respect
with the Bidding Procedures Order and all other applicable orders of this Court in negotiating
and entering into the Back-up PSA.]
O. The Receiver’s (i) publication of notice of the opportunity to purchase the Property,
the Bidding Procedures, and solicitation of bids for the Property as set forth above, (ii) solicitation
of bids for the Property through the Receiver’s and his professionals’ efforts to market the Property,
and (iii) conduct of the Auction in Fresno, California, establish the Receiver’s satisfaction of the
public sale requirements in 28 U.S.C. §§ 2001 and 2002. To the extent the Receiver has not fully
satisfied the provisions of 28 U.S.C. §§ 2001 and 2002, he is excused from compliance for cause
shown.
Accordingly, it is hereby:
ORDERED that the Receiver’s request to sell the Property is granted as set forth herein and
all objections to the Sale Notice, to the extent not resolved or withdrawn on the record, are overruled
on the merits. All persons and entities who received notice of the Sale Notice and/or the Sale Hearing
that failed to timely object thereto as deemed to have consented to the relief sought in the Motion
and set forth in this Order;
IT IS FURTHER ORDERED that the Receiver is authorized to enter into and consummate
the transactions set forth in the PSA with Buyer or its assignee as the Successful Bidder in
accordance with the Bidding Procedures Order [or, to the extent Buyer is unwilling or unable to
close under the PSA, to Back-up Bidder pursuant to the Back-up Bidder PSA]. The Receiver
is authorized to act on behalf of Defendants in connection with the sale and conveyance of title to
the Property to Buyer and no other consents or approvals are necessary or required for the Receiver
to carry out the sale and conveyance. All persons and entities are hereby prohibited and enjoined
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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from taking any action that would adversely affect or interfere with the ability of the Receiver to
sell and transfer the Property in accordance with the terms of this Order or the PSA.
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property pursuant
to the terms of the PSA;
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property to Buyer
free and clear of Interests, with such Interests attaching to the Sale Proceeds with the same force
and in the same priority as existed immediately prior to the Closing Date;
IT IS FURTHER ORDERED that the Receiver is authorized to pay, without further Court
order, all sale-related costs and expenses, including closing costs, real estate taxes, title insurance,
prorations, recording fees, and commissions (but specifically excluding attorneys’ fees), with the
net proceeds payable to Plaintiffs in partial satisfaction of their liens.
IT IS FURTHER ORDERED that the Receiver is authorized to enter into any documents
reasonably necessary or desirable to implement the terms of this Order and effectuate the sale of the
Property and to take all further actions as may reasonably be requested by Buyer for the purposes
of assigning, transferring, granting and conveying to the Buyer, as may be necessary or appropriate
to the performance of the Receiver’s obligations hereunder. The Receiver is also authorized to
execute any documents on behalf of the Defendants to the extent necessary to complete;
IT IS FURTHER ORDERED that Property shall be transferred on an “AS IS,” “WHERE,
IS,” and “WITH ALL FAULTS” basis. All sale documents shall provide language substantially
similar to the following: “Buyer acknowledges and agrees that Buyer is purchasing the Property
‘as-is’, ‘where-is’, and ‘with all faults’ as of the Closing Date, and Buyer further acknowledges and
agrees that Seller hereby expressly disclaims any and all implied warranties concerning the
condition, value and quality of the Property and any portions thereof, including, but not limited to,
the implied warranties of habitability, merchantability, or fitness for a particular purpose. 	Buyer
acknowledges that no warranty has arisen through trade, custom or course of dealing with Seller;”
IT IS FURTHER ORDERED that the holders of any Interests in the Property shall be
prohibited from pursuing or asserting such Interests against Buyer, any of its assets, property,
successors or assigns, or the Property.
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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IT IS FURTHER ORDERED that, except with prior leave of this Court, all persons or
entities with notice of this Order are prohibited from (i) commencing, prosecuting, continuing or
enforcing any action against the Receiver related to the Property or the Sale Proceeds (except that
such actions may be filed, but not prosecuted, to toll any statute of limitations), (ii) taking any action
to interfere with the Receiver’s management, control or possession of the Property or the Sale
Proceeds, or (c) interfering in any manner with the exclusive jurisdiction of this Court over the
Property or the Sale Proceeds.
IT IS FURTHER ORDERED that, on and after the Closing Date, any persons holding an
Interest shall execute such documents and take all other actions as may be reasonably necessary to
further demonstrate the release of their respective Interests in the Property, as such Interests may
have been recorded or otherwise filed. Buyer may, but shall not be required to, file a certified copy
of this Sale Order in any filing or recording office in any federal, state, county or other territory or
jurisdiction in which Property is located, or with any other appropriate clerk or recorded with any
other appropriate recorder, and such filing or recording shall be accepted and shall be sufficient to
release, discharge, and terminate any of the Interests as set forth in this Sale Order as of the Closing
Date. All persons and entities that are in possession or control of any portion of the Property on the
Closing Date shall promptly surrender possession and control thereof to the Buyer on, or as soon as
reasonably practicable after, the Closing Date.
IT IS FURTHER ORDERED that the Receiver shall serve a copy of this Order on all
parties known to have asserted an Interest in the Property. The Receiver is authorized to file a copy
of this Order in any court where an action is pending involving the Property.
IT IS FURTHER ORDERED that nothing contained herein shall prevent the Receiver
from seeking additional relief from this Court related to the PSA, the Property, or the Sale Proceeds.
[IT IS FURTHER ORDERED that, should Buyer fail to close on the sale pursuant to
and in accordance with the terms of the PSA (as may be amended by written agreement of the
Receiver and Buyer), and without further order from the Court, the Receiver is hereby
authorized and empowered to sell the Property to Back-up Bidder, execute and deliver the
Back-up Bidder PSA, and to implement and consummate all of the transactions and perform
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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all obligations contemplated by the Back-up Bidder PSA and this Sale Order as if the Back-
up Bidder were the Successful Bidder at Auction, and the Back-up Bidder shall be entitled to
all the findings and protections of this Sale Order provided to the Buyer. In the event of a sale
to Back-up Bidder, Back-up Bidder shall be substituted as “Buyer” as defined in this Order.]
IT IS FURTHER ORDERED that this Order and the terms and provisions of the PSA shall
be binding on Defendants, all of Defendants’ creditors (whether known or unknown), Buyer, [Back-
up Bidder,] and their respective affiliates, successors and assigns, and any affected third parties,
including, but not limited to, all persons asserting any interest in the Property. The provisions of this
Order and the terms and provisions of the PSA, and any actions taken pursuant hereto or thereto,
shall survive the entry of any order for relief under title 11 of the United States Code, and shall be
binding on Defendants and their successors and assigns, including any debtor-in-possession or any
trustee appointed under title 11 of the United States Code, or similar custodian or fiduciary
appointed over Defendants or their assets.
IT IS FURTHER ORDERED that this Order shall be effective immediately upon entry.
IT IS FURTHER ORDERED that this Court shall retain exclusive jurisdiction over any
disputes arising from or related to the Property, the PSA, or the implementation or interpretation of
this Order.
Dated: __________________
_________________
Hon. Kirk E. Sherriff
United States District Court
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EXHIBIT D
FORM OF RELEASE
WONDERFUL ORCHARDS LLC, a Delaware limited liability company (“Buyer”), 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”),
solely 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 Code 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.”
______
Land Buyer’s Initials
______
Crop Buyer’s Initials
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Notwithstanding anything stated to the contrary in this Agreement, the foregoing release shall not
extend to (and shall expressly exclude): (i) claims arising from Seller’s intentional fraud or willful
misconduct; or (ii) claims for breach of Seller’s express representations, warranties, covenants, or
indemnities under the Agreement or any document delivered at Closing, but solely to the extent so
provided for under such Agreement or document delivered at Closing.
This Release is made by Buyer for the benefit of Seller and the Releasees on ___________.
WONDERFUL ORCHARDS LLC,
a Delaware limited liability company
By:
Name:
Its:
WP PISTACHIOS LLC,
a Delaware limited liability company
By:
Name:
Its:
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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 WONDERFUL ORCHARDS LLC, a Delaware limited
liability company (“Grantee”), the following described real property and improvements thereon, in the
County of Kern, State of California, and more particularly described as follows:
See Exhibit A, attached hereto and incorporated by reference.
Together with all of Grantor’s right, title and interest in and to the improvements and structures thereon,
and all privileges, easements, appurtenances, rights-of way, and hereditaments appertaining to the same,
and subject to all matters of record and all matters that would be reflected on an accurate survey at the time
of recordation of this deed.
THE PROPERTY IS CONVEYED TO GRANTEE WITHOUT ANY COVENANTS OR WARRANTIES,
EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THE SALE ORDER, AND SPECIFICALLY
EXCLUDES THOSE IMPLIED COVENANTS DESCRIBED IN CALIFORNIA CIVIL CODE SECTION
1113.
MAIL TAX STATEMENTS AS SET FORTH ABOVE
Dated: ________________, 202_ 	____________________________
LANCE MILLER, solely in his capacity as Court-appointed Receiver
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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 Wonderful
Orchards LLC, a Delaware limited liability company (“Buyer”), all of Seller’s rights, title,
interests in and to the Improvements, Crops (for the 2026 crop year and following), Oil Gas and
Mineral Rights, and Water Rights (in so far as any of the foregoing are personal property) (the
“Personal Property”), as such terms are defined in that certain Purchase and Sale Agreement and
Joint Escrow Instructions dated _________________________ by and between Buyer and Seller
(the “Purchase Agreement”), for the real property situated in Kern County, California as more
particularly described in Exhibit A attached hereto and incorporated herein by reference. 	The
Personal Property is conveyed free and clear of all liens and encumbrances, except for the
Permitted Exceptions (as defined in the Agreement).
IT IS UNDERSTOOD AND AGREED THAT BUYER HAS EXAMINED THE PERSONAL
PROPERTY HEREIN SOLD AND THAT THIS SALE IS MADE “AS IS, WHERE IS” AND
FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES TO THE EXTENT
PROVIDED IN THE SALE ORDER.SELLER DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY AS TO THE PERSONAL PROPERTY, INCLUDING WITHOUT LIMITATION
THE 	IMPLIED 	WARRANTIES 	OF 	MERCHANTABILITY 	OR 	FITNESS 	FOR 	A
PARTICULAR PURPOSE.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed and delivered as of
______________________, 202__
SELLER
______________________
LANCE MILLER, solely in his capacity as
Court-appointed Receiver
[attach legal description exhibit]
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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 Wonderful Orchards LLC, a Delaware limited liability company (“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. Assignor represents and warrants solely to the extent authorized
under the Sale Order, and to Assignor’s knowledge, that the Contracts are in effect and have not
been previously assigned, and that, to Assignor’s knowledge, no counterparty has asserted any
material default thereunder. 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. This indemnity
shall not apply to any claims arising from Assignor’s willful misconduct or material breach of
representations specifically authorized by the Sale Order.
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).
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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 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. 	Assignor shall use commercially
reasonable efforts, consistent with its authority as receiver, to assist in obtaining such consents
6. 	In the event of any action between the parties hereto regarding this Assignment which a
court of competent jurisdiction determines was frivolous or brought in bad faith by the
unsuccessful party, 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
Assignment, it will make a good faith attempt to meet with the other Party first and attempt to
resolve the dispute.
7. 	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
WONDERFUL ORCHARDS LLC,
a Delaware limited liability company
By:
Name:
Its:
[attach legal description exhibit, contract list exhibit, and counterparty consents (if any)]
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EXHIBIT H
WESTLANDS PPA
(attached)
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WP PISTACHIOS LLC
PISTACHIO PURCHASE AGREEMENT
(BONUS INCENTIVE PROGRAM)
Lance Miller, solely in his capacity as Court-appointed receiver (“Grower”) 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
(“Action”) pending in the U.S. District Court for the Eastern District of California (the “Court") and WP Pistachios LLC, a
Delaware limited liability company ("Buyer"), hereby agree as follows:
1. Each year during the Term of this Agreement, Grower shall sell to Buyer at least 100% (the “Required
Percentage”) of the 10,011.79 acres of pistachios to be produced on Grower's pistachio orchards indicated in Exhibit A,
located in Fresno County, California (the "Property").
Legal Description or A.P.N. Numbers: See Exhibit A
2. This Agreement shall be for a term of two (2) crop years consisting of the crops to be harvested in the
Fall of 2026 and 2027 (the “Term”).
3. Buyer agrees to pay to Grower an amount equal to Buyer’s final minimum price per pound for
marketable, edible, dry weight, split inshell pistachios (“Split Inshell”) and edible kernels from closed shell pistachios and
shelling stock, plus the bonuses set forth in Section 5, Section 6, Section 7, Section 8, and Section 9 below, if applicable.
Following delivery of the crop, in any year, all payments will be made pursuant to the schedule set forth below; provided
the schedule may be adjusted by mutual agreement with interest being paid at prime minus ¾% for deferred payment
requests or charged at prime per year for advanced payment requests:
October 31 30%; January 31st 30%; April 30 30%; August 31 10%
4. MINIMUM PRICE: The minimum prices per pound to be paid by Buyer to Grower for each of (i) Split
Inshell (the “Split Inshell Minimum Price”) and (ii) edible kernels from closed shell pistachios and shelling stock, for each
crop delivered by Grower to Buyer during the Term shall be announced by Buyer on or before July 31 of each crop year.
The Split Inshell Minimum Price shall be adjusted by the bonuses set forth herein.
5. COMMITMENT BONUS: In any crop year during the Term hereof, if Grower actually delivers to Buyer
(a) 80% or more of the pistachios grown on the Property, the Split Inshell Minimum Price for that crop year shall be
increased by $0.02 per pound; or (b) 50% to 79% of the pistachios grown on the Property, the Split Inshell Minimum Price
for that year shall be increased by $0.01 per pound. There will be no adjustment under this Section 5 to the Split Inshell
Minimum Price in any crop year during the Term hereof that Grower delivers to Buyer 49% or less of the pistachios grown
on the Property.
6. CONTRACT BONUS: In consideration of Grower entering into this Pistachio Purchase Agreement, in
addition to the commitment bonus described in Section 5, in any crop year during the Term hereof that Grower actually
delivers to Buyer 50% or more of the pistachios grown on the Property, the Split Inshell Minimum Price for that year shall
be increased by $0.01 per pound.
7. QUANTITY BONUS: Each crop year during the Term hereof, Buyer shall pay to Grower from the
Property as follows: $0.04 per Split Inshell pound.
8. HANDLING BONUS: In consideration of Grower entering into this Agreement, for each year of the Term
of this Agreement, Buyer shall add $0.03 to the Split Inshell Minimum Price for the applicable year.
9. INTENTIONALLY DELETED..
10. The “Additional Terms and Conditions” attached hereto as paragraphs 11 through 20 inclusive are
expressly made a part of this Agreement.
ACCEPTED AND AGREED:
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“GROWER”: Lance Miller, solely in his capacity as
Court-appointed receiver
“BUYER”: WP PISTACHIOS LLC, a Delaware
limited liability company
By: ________________________________ 	By:
Andrew Anzaldo, Senior Vice President of Grower
Relations
13646 Highway 33, Lost Hills, CA 93249-9719
PH: (661) 797-6740, FAX: (661) 797-6744
Date: ______________________________ 	Date:
Address:
Office Phone:
Fax Number:
Cell Phone:
Email:
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ADDITIONAL
TERMS AND CONDITIONS
11. 	Unless Grower arranges for transportation of the pistachios from Grower’s orchards to the Buyer's
affiliated processing facility ("Processing Facility"), Buyer shall arrange for such transportation. 	In the event Buyer
arranges for transportation of the pistachios from Grower’s orchards to Processing Facility, Buyer will deduct from
Grower’s second payment (as set forth in Section 3), the actual and incidental charges, as specified on the transportation
charge sheet, for transportation of pistachios to Processing Facility. In the event Buyer provides bins to Grower, Buyer
will deduct the actual charges for transportation of bins to and from Processing Facility/and or a third party facility, as
applicable, in addition to any third party charges incurred by Buyer that are associated with bin rentals.
12. 	Title and risk of loss or damage to the pistachios will pass from Grower to Buyer when the pistachios
have either been (a) loaded onto trucks arranged for by Buyer for transportation to the Processing Facility, or (b) delivered
to the Processing Facility by Grower's trucks.
13. 	Buyer reserves the right to not accept pistachios that exceed the Required Percentage listed in Section
1 on either a daily delivery or overall commitment basis.
14. 	Promptly upon arrival at the Processing Facility, Buyer shall have each delivery weighed at a certified
scale by a Licensed weigh master. Grower or his representative may observe the arrival, unloading, sampling and testing
of his pistachios. A representative sample will be taken from each load. This sample will be hulled, dried and weighed.
A portion of the sample will be fumigated, sealed in a container, and properly stored to prevent deterioration. 	The
remaining portion of the sample will be analyzed under the supervision of a USDA or Dried Fruit Association (DFA)
inspector to determine the percentage of pistachios in various categories as reported on the standard pistachio industry
sample analysis form. These percentages will be applied to the total weight in the load sampled after deducting for foreign
material, culls, insect damage, excess moisture, and other defects, to determine the pay-out weight. Final results will be
certified by USDA or DFA. Buyer shall notify Grower of the results of such sample analyses within five (5) days of delivery.
Within fourteen (14) days of Buyer's receipt of Grower’s delivery date, Grower shall have the right to request a retest.
The retest results will be used to determine the payout weight and grades. Buyer will deduct $250 per retest for those
requests that exceed 3% of total weight delivered.
15. 	Grower, solely in his capacity as Court-appointed receiver, represents and warrants that (a) Grower is
authorized to enter into this Agreement; (b) Grower is the sole owner of the pistachios to be delivered to Buyer, or
otherwise has full legal and equitable right to deliver the pistachios to Buyer, pursuant to the terms of this Agreement; (c)
Grower will deliver to Buyer good and merchantable title to all pistachios delivered pursuant to the terms of this Agreement,
free and clear of any and all liens and encumbrances, except for Grower’s statutory liens; (d) Grower’s performance of its
obligations to Buyer will not violate any agreement between Grower and any third party or to which Grower is bound; (e)
the pistachios: (i) were grown by Grower, (ii) were grown and harvested in compliance with, and the delivery thereof to
Buyer shall comply with, all federal, state, and local laws and regulations including, but not limited to, laws governing
terrorism, bioterrorism, homeland security, or the application of pesticides, herbicides, and other chemicals, all as adopted
or amended from time-to-time; (iii) are and will not be adulterated, contaminated or misbranded within the meaning of the
Federal Food, Drug, and Cosmetic Act, as adopted or amended from time-to-time, and are not and will not constitute an
article which may not, under the provision of Section 404 or 505 of the Federal Food, Drug, and Cosmetic Act, be
introduced into interstate commerce; (iv) are otherwise of good marketable quality; and (v) are and will be free and clear
of any and all security interests, liens, encumbrances, and charges of any person, other than Grower’s statutory liens. If
any pistachios delivered to Buyer fail to meet the standards set forth above in this Section 15, (x) Processing Facility,
upon its discovery thereof, shall promptly notify Grower, (y) title to such pistachios shall not pass to Buyer or will
automatically revert back to Grower if title has already passed to Buyer, and (z) Processing Facility shall hold such
pistachios on Grower's behalf, subject to Grower's orders; and (f) Grower has the sole right to receive any and all proceeds
due under this Agreement If requested by Buyer, Grower shall provide Buyer with: (i) access to all documents and other
information relating to the growing, production, and harvesting of all pistachios to be delivered by Grower to Buyer
pursuant to the terms of this Agreement, including, but not limited to, all documents and other information relating to the
application of pesticides, herbicides, and other chemicals to such pistachios, and (ii) access to all real property where
such pistachios are or were produced for purposes of inspecting and testing any unharvested pistachios, trees, vines,
soil, water, or other items, or to observe the Grower’s, and its agents’ and employees’, practices and procedures.
16. 	Notwithstanding anything to the contrary in this Agreement or any ancillary documents, Buyer
acknowledges and expressly agrees that Grower is entering into this agreement solely in his capacity as Court-appointed
receiver and shall have no personal liability for any claims arising under or related to this Agreement.
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17. 	Buyer acknowledges that Grower holds a valid producer’s lien pursuant to California Food and
Agricultural Code Sections 55631, et seq., and that nothing in this Agreement or any ancillary agreement waives or
subordinates such lien.
18. 	GROWER EXPRESSLY WAIVES ANY RIGHTS THAT IT MAY HAVE UNDER SECTIONS 62801 AND
62802 OF THE FOOD AND AGRICULTURE CODE OF THE STATE OF CALIFORNIA TO HAVE THIS CONTRACT
STATE THE FULL PURCHASE PRICE AND A DEFINITE SUM OR TO DESCRIBE THE UNIT AND STATE THE FULL
UNIT PRICE IS TO BE PAID UPON THE BASIS OF UNITS OR MEASURES. GROWER EXPRESSLY WAIVES THE
PENALTY PROVISIONS OF SECTION 62802 OF THE FOOD AND AGRICULTURAL CODE OF THE STATE OF
CALIFORNIA FOR ANY FAILURE ON THE PART OF BUYER TO COMPLY WITH THE PROVISIONS OF SECTION
62801 	OF 	SAID 	CODE. 	GROWER 	UNDERSTANDS 	AND 	ACKNOWLEDGES 	THE 	SIGNIFICANCE 	AND
CONSEQUENCES OF THE SPECIFIC WAIVER OF SECTION 62801 AND 62802 OF THE CALIFORNIA FOOD AND
AGRICULTURAL CODE.
19. 	Buyer and Grower shall not be obligated to perform under this Agreement, nor shall Buyer or Grower be
liable for damages, in the event of interference with Buyer's or Grower's duties which is the result of labor disturbances,
fire, acts of God, war, embargo, unusual weather conditions, unusual market disruptions, or any cause beyond the control
of Buyer or Grower.
20. 	This Agreement supersedes all oral and written agreements and understandings between the parties
hereto relating to the subject matter of this Agreement, other than with respect to those Post-Closing Payments described
in that certain Purchase and Sale Agreement and Joint Escrow Instructions dated ____________, by and between
Grower, Buyer and WONDERFUL NUT ORCHARDS LLC, a Delaware limited liability company.. Any modification or
amendment to this Agreement shall be of no force or effect unless made in writing and signed by Buyer. Any exhibits to
this Agreement are attached hereto and incorporated herein by reference. This Agreement shall be governed and
interpreted by the laws of the State of California, and so long as the Action is pending, 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 an
appropriate state or federal court of competent jurisdiction. 	Should a court of competent jurisdiction declare any portion
of this Agreement invalid, the remaining portions shall be enforceable, unless the invalid portion goes to the essence of
the bargained for consideration hereunder. This Agreement may be executed in one or more counterparts, each of which
shall be an original and all of which together shall constitute one and the same agreement. No waiver of any breach of
any term or provision of this Agreement shall be construed as a waiver of or another breach of the same or another term
or provision of this Agreement. This Agreement and all rights and duties hereunder may not be transferred, assigned or
delegated without the express consent of the other party, except that (i) Buyer may do so to any affiliate, and (ii) Grower
may assign, or partially assign, this Agreement to any successor owner(s) of the Property so long as any such successor
owner(s) assumes, in writing, all of the rights and obligations of the Grower under this Agreement in any such assignment
or partial assignment. This Agreement shall be binding upon, and inure to the benefit of, the heirs, successors, and
assigns of the parties hereto, including, in the case of Grower, any successors in interest to the Property. 	All
communications, notices and demands of any kind which either party may be required or desire to give to or serve upon
the other party shall be made in writing and sent by facsimile transmission, overnight delivery, first-class mail or certified
mail, postage prepaid, to the addresses set forth in the signature block of this Agreement..
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EXHIBIT A
Westlands Pistachio Ranches
Ranch Name 	APN Number 	Year Planted 	Assessor Acres
Primestar 	017-080-46s 	2012 	41.45
Primestar 	017-080-72s 	2012 	249.87
Windfall 	027-180-46s 	2013 	160.00
Kamm Avenue 	038-071-41S 	2011 	15.64
Kamm Avenue 	038-071-42S 	2011 	57.00
Kamm Avenue 	038-071-43S 	2009 	35.23
Kamm Avenue 	038-071-44S 	2009 	41.05
Kamm Avenue 	038-071-46S 	2009 	135.78
Kamm Avenue 	038-071-59 	2009 	2.19
Kamm Avenue 	038-130-02 	1996 	160.00
Kamm Avenue 	038-130-19S 	2009 	160.00
Kamm Avenue 	038-130-19S 	2009 	160.00
Kamm Avenue 	038-130-51s 	2009 	78.46
Kamm Avenue 	038-130-56S 	2009 	78.45
Kamm Avenue 	038-130-58S 	2009 	78.46
Kamm Avenue 	038-130-86s 	2009 	19.91
Kamm Avenue 	038-130-87s 	2009 	18.54
Kamm Avenue 	038-141-26 	2011 	20.00
Kamm Avenue 	038-141-27S 	2011 	20.00
Kamm Avenue 	038-141-28S 	2011 	20.00
Kamm Avenue 	038-141-29 	2011 	60.00
Kamm Avenue 	038-141-30 	2011 	40.00
Kamm Avenue 	038-141-31 	2011 	55.86
Kamm Avenue 	038-141-38S 	2012 	31.44
Kamm Avenue 	038-141-41S 	2012 	158.18
Kamm Avenue 	038-141-44S 	2012 	140.29
Kamm Avenue 	038-141-49S 	2012 	158.18
Kamm Avenue 	038-141-50S 	2011 	158.18
Kamm Avenue 	038-141-52 	2009 	40.00
Kamm Avenue 	038-141-53 	2009 	120.00
Kamm Avenue 	038-141-54S 	2009 	38.10
Kamm Avenue 	038-141-55S 	2009 	155.00
Kamm Avenue 	038-141-55S 	2009 	45.00
Kamm Avenue 	038-141-56S 	2009 	77.88
Kamm Avenue 	038-141-58S 	2011 	100.00
Kamm Avenue 	038-141-60s 	1999 	73.49
Kamm Avenue 	038-141-63S 	2012 	53.55
Kamm Avenue 	038-210-01 	2010 	160.00
Kamm Avenue 	038-210-02S 	2010 	160.00
Kamm Avenue 	038-210-03S 	2008 	160.00
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Westlands Pistachio Ranches
Ranch Name 	APN Number 	Year Planted 	Assessor Acres
Kamm Avenue 	038-210-06 	2000 	40.00
Kamm Avenue 	038-210-08 	2005 	80.00
Kamm Avenue 	038-210-09 	2005 	80.00
Kamm Avenue 	038-210-10S 	2000 	160.00
Kamm Avenue 	038-210-14S 	2001 	80.00
Kamm Avenue 	038-210-15S 	2001 	80.00
Kamm Avenue 	038-210-26 	2000 	25.00
Kamm Avenue 	038-210-27S 	2000 	25.00
Kamm Avenue 	038-210-30S 	2010 	160.00
Kamm Avenue 	038-210-37S 	2008 	80.00
Kamm Avenue 	038-210-38S 	2008 	160.00
Kamm Avenue 	038-210-39S 	2008 	40.00
Kamm Avenue 	038-210-41S 	2008 	20.00
Kamm Avenue 	038-210-42S 	2010 	160.00
Kamm Avenue 	038-210-43 	2000 	40.00
Kamm Avenue 	038-210-44S 	2000 	40.00
Kamm Avenue 	038-210-44S 	2000 	80.00
Kamm Avenue 	038-210-47S 	2000 	120.00
Kamm Avenue 	038-210-54S 	2000 	80.00
Kamm Avenue 	038-210-63S 	2001 	157.29
Kamm Avenue 	038-210-68S 	1999 	69.99
Kamm Avenue 	038-210-69S 	1999 	80.00
Kamm Avenue 	038-210-70S 	1999 	80.00
Kamm Avenue 	038-210-71S 	2000 	40.00
Kamm Avenue 	038-210-74S 	2000 	160.00
Kamm Avenue 	038-210-76S 	2001 	130.99
Kamm Avenue 	038-210-77S 	1999 	10.00
Kamm Avenue 	038-210-78S 	1999 	70.00
Kamm Avenue 	038-210-79S 	1999 	62.21
Kamm Avenue 	038-210-80S 	1999 	96.00
Kamm Avenue 	038-210-80S 	1999 	88.61
Kamm Avenue 	038-270-01 	1999 	20.00
Kamm Avenue 	038-300-18S 	2021 	77.88
Kamm Avenue 	038-300-27S 	2021 	77.88
Lassen Ranch 	068-071-06S 	2017 	152.22
Lassen Ranch 	068-071-07S 	2017 	162.15
Lassen Ranch 	068-071-09S 	2021 	160.00
Lassen Ranch 	068-071-36S 	2021 	158.50
Lassen Ranch 	068-071-38S 	2021 	157.00
Lassen Ranch 	068-071-39S 	2017 	130.56
Lassen Ranch 	068-071-41S 	2019 	85.56
Lassen Ranch 	068-071-42S 	2019 	13.55
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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Westlands Pistachio Ranches
Ranch Name 	APN Number 	Year Planted 	Assessor Acres
Huron 	075-050-07 	2019 	159.60
Huron 	075-050-08S 	2015 	160.00
Huron 	075-070-43S 	2017 	40.00
Huron 	075-070-56S 	2017 	154.18
Huron 	075-070-56S 	2017 	118.69
Huron 	075-070-56S 	2017 	158.69
Huron 	078-060-02S 	2015 	47.62
Huron 	078-060-03S 	2017 	173.68
Huron 	078-060-57S 	2018 	158.69
Huron 	078-060-57S 	2018 	158.69
Huron 	078-060-57S 	2018 	158.69
Huron 	078-060-57S 	2018 	153.70
Huron 	078-060-65S 	2015 	127.60
Huron 	078-060-87S 	2017 	86.59
Huron 	078-060-88S 	2017 	85.53
Huron 	078-130-06S 	2015 	130.00
Huron 	078-130-07S 	2015 	178.49
Huron 	078-130-07S 	2015 	37.00
Huron 	078-130-11S 	2019 	160.00
Huron 	078-130-23S 	2015 	80.00
Huron 	078-140-02S 	2019 	37.98
Huron 	078-140-04S 	2019 	40.00
Huron 	078-140-05 	2019 	40.00
Huron 	078-140-06S 	2019 	19.40
Huron 	078-140-07S 	2019 	19.40
Total 	10,011.79
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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EXHIBIT A (Cont’d)
Legal Description or A.P.N. Numbers
Ranch 	Field 	Acres 	County 	Variety 	Rootstock 	Bearing Year Planted 	APN
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
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Harvest Information Sheet
Farm Manager (Name): _______________________
FM Company Name: _____________________________
Address: ___________________________________
Phone: _____________________________________
Email: ______________________________________
Please include a map of the orchard/s related to this contract.
For office purposes only:
Affiliation : 	________________________
Region : 	________________________
Est. Yield Per Acre: 	________________________
Harvester: 	________________________
Harvester Type: 	BIN / BULK
Delivery Type: 	BIN / BULK
Preferred Carrier: 	DEL / EXT / JPT / MAZ / SJS / VFT / MGM / MR / PREM / ZFT / OWN
Mileage: 	________________________
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Field Representative: 	________________________
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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EXHIBIT I
PPA MEMO
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
WP Pistachios LLC
11444 W. Olympic Blvd., 10th Floor
Los Angeles, California 90064
Attention: General Counsel
SPACE ABOVE THIS LINE FOR RECORDER’S USE
MEMORANDUM OF PISTACHIO PURCHASE AGREEMENT – FRESNO COUNTY
(Westlands Pistachio Crop)
THIS MEMORANDUM OF PISTACHIO PURCHASE AGREEMENT – FRESNO
COUNTY (Westlands Pistachio Crop) (“Memorandum”), dated as of ___________, 2025, is
executed by and between Lance Miller, solely in his capacity as Court-appointed receiver 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, a ("Grower") and WP Pistachios LLC, a Delaware limited
liability company ("Buyer").
1. Pistachio Purchase Agreement. Grower and Buyer have entered into that certain
Pistachio Purchase Agreement (Bonus Incentive Program) (the “Pistachio Purchase Agreement”)
with respect to that certain real property located in Fresno County, State of California, as more
particularly described on Exhibit A attached hereto (the “Property”). Pursuant to the Pistachio
Purchase Agreement, Grower granted to Buyer the exclusive rights to purchase 100% of the
pistachios harvested from the Property for a term of two (2) crop years consisting of the crops to
be harvested in the Fall of 2026 and 2027, on the terms and conditions of the Pistachio Purchase
Agreement unless earlier terminated pursuant to the terms of the Pistachio Purchase Agreement.
2. Covenant Running with the Land. The Pistachio Purchase Agreement, and the
covenants and agreements contained therein, expressly “run with the land” while the Pistachio
Purchase Agreement is in force and effect. On the termination or expiration of the Pistachio
Purchase Agreement, Buyer shall immediately execute, acknowledge and record a termination
instrument sufficient to terminate and remove this Memorandum as a matter of record affecting
the Property, in form and content designated by Grower (or the then owner of the Property).
3. Binding on Successive Owners. The obligations set forth in the Pistachio Purchase
Agreement shall be binding on successive owners of the Property and on the successors and assigns
of Buyer.
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4. 	Incorporation of Agreement. This Memorandum is for informational purposes only
and nothing contained herein shall be deemed to in any way modify or otherwise affect any of the
provisions of the Pistachio Purchase Agreement which are hereby incorporated herein. 	This
Memorandum is subject to all of the provisions of the Pistachio Purchase Agreement and in the
event of any inconsistency between the provisions of the Pistachio Purchase Agreement on the one
hand and this Memorandum on the other hand, the provisions of the Pistachio Purchase Agreement
shall prevail. 	The Pistachio Purchase Agreement should be referenced to review the specific
provisions contained therein.
5. 	Counterparts. This Memorandum may be executed in any number of counterparts,
each of which shall constitute an original and all of which shall constitute but one and the same
document.
[Remainder of Page Intentionally Left Blank – Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Memorandum as of the
date first set forth above.
GROWER:
Lance 	Miller, 	solely 	in 	his 	capacity 	as
Court-appointed receiver
BUYER:
WP 	PISTACHIOS 	LLC,
a 	Delaware 	limited 	liability 	company
By:
Name:
Title:
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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STATE OF CALIFORNIA 	)
) ss.
COUNTY OF 	)
On __________________, 2025, before me, __________________________, Notary Public,
personally appeared ________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and 	acknowledged 	to 	me that 	he/she/they 	executed 	the 	same in 	his/her/their 	authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________
Notary Public 	(Seal)
A Notary Public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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STATE OF CALIFORNIA 	)
) ss.
COUNTY OF 	)
On __________________, 2025, before me, __________________________, Notary Public,
personally appeared ________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and 	acknowledged 	to 	me that 	he/she/they 	executed 	the 	same in 	his/her/their 	authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________
Notary Public 	(Seal)
A Notary Public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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EXHIBIT A
Legal Description of the Property
(Fresno County)
Map Location 	APN Number 	Crop 	Assessor Acres
Huron 	075-050-07 	Pistachios 	159.60
Huron 	075-050-08S 	Pistachios 	160.00
Huron 	075-070-43S 	Pistachios 	40.00
Huron 	075-070-56S 	Pistachios 	431.56
Huron 	078-060-02S 	Pistachios 	47.62
Huron 	078-060-03S 	Pistachios 	173.68
Huron 	078-060-57S 	Pistachios 	629.77
Huron 	078-060-65S 	Pistachios 	127.60
Huron 	078-060-87S 	Pistachios 	86.59
Huron 	078-060-88S 	Pistachios 	85.53
Huron 	078-130-06S 	Pistachios 	130.00
Huron 	078-130-07S 	Pistachios 	215.49
Huron 	078-130-11S 	Pistachios 	160.00
Huron 	078-130-23S 	Pistachios 	80.00
Huron 	078-140-02S 	Pistachios 	37.98
Huron 	078-140-04S 	Pistachios 	40.00
Huron 	078-140-05 	Pistachios 	40.00
Huron 	078-140-06S 	Pistachios 	19.40
Huron 	078-140-07S 	Pistachios 	19.40
Kamm Avenue 	038-071-41S 	Pistachios 	15.64
Kamm Avenue 	038-071-42S 	Pistachios 	57.00
Kamm Avenue 	038-071-43S 	Pistachios 	35.23
Kamm Avenue 	038-071-44S 	Pistachios 	41.05
Kamm Avenue 	038-071-46S 	Pistachios 	135.78
Kamm Avenue 	038-071-59 	Pistachios 	2.19
Kamm Avenue 	038-130-02 	Pistachios 	160.00
Kamm Avenue 	038-130-19S 	Pistachios 	320.00
Kamm Avenue 	038-130-51s 	Pistachios 	78.46
Kamm Avenue 	038-130-56S 	Pistachios 	78.45
Kamm Avenue 	038-130-58S 	Pistachios 	78.46
Kamm Avenue 	038-130-86s 	Pistachios 	19.91
Kamm Avenue 	038-130-87s 	Pistachios 	18.54
Kamm Avenue 	038-141-26 	Pistachios 	20.00
Kamm Avenue 	038-141-27S 	Pistachios 	20.00
Kamm Avenue 	038-141-28S 	Pistachios 	20.00
Kamm Avenue 	038-141-29 	Pistachios 	60.00
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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Map Location 	APN Number 	Crop 	Assessor Acres
Kamm Avenue 	038-141-30 	Pistachios 	40.00
Kamm Avenue 	038-141-31 	Pistachios 	55.86
Kamm Avenue 	038-141-38S 	Pistachios 	31.44
Kamm Avenue 	038-141-41S 	Pistachios 	158.18
Kamm Avenue 	038-141-44S 	Pistachios 	140.29
Kamm Avenue 	038-141-49S 	Pistachios 	158.18
Kamm Avenue 	038-141-50S 	Pistachios 	158.18
Kamm Avenue 	038-141-52 	Pistachios 	40.00
Kamm Avenue 	038-141-53 	Pistachios 	120.00
Kamm Avenue 	038-141-54S 	Pistachios 	38.10
Kamm Avenue 	038-141-55S 	Pistachios 	200.00
Kamm Avenue 	038-141-56S 	Pistachios 	77.88
Kamm Avenue 	038-141-58S 	Pistachios 	100.00
Kamm Avenue 	038-141-60s 	Pistachios 	73.49
Kamm Avenue 	038-141-63S 	Pistachios 	53.55
Kamm Avenue 	038-210-01 	Pistachios 	160.00
Kamm Avenue 	038-210-02S 	Pistachios 	160.00
Kamm Avenue 	038-210-03S 	Pistachios 	160.00
Kamm Avenue 	038-210-06 	Pistachios 	40.00
Kamm Avenue 	038-210-08 	Pistachios 	80.00
Kamm Avenue 	038-210-09 	Pistachios 	80.00
Kamm Avenue 	038-210-10S 	Pistachios 	160.00
Kamm Avenue 	038-210-14S 	Pistachios 	80.00
Kamm Avenue 	038-210-15S 	Pistachios 	80.00
Kamm Avenue 	038-210-26 	Pistachios 	25.00
Kamm Avenue 	038-210-27S 	Pistachios 	25.00
Kamm Avenue 	038-210-30S 	Pistachios 	160.00
Kamm Avenue 	038-210-37S 	Pistachios 	80.00
Kamm Avenue 	038-210-38S 	Pistachios 	160.00
Kamm Avenue 	038-210-39S 	Pistachios 	40.00
Kamm Avenue 	038-210-41S 	Pistachios 	20.00
Kamm Avenue 	038-210-42S 	Pistachios 	160.00
Kamm Avenue 	038-210-43 	Pistachios 	40.00
Kamm Avenue 	038-210-44S 	Pistachios 	120.00
Kamm Avenue 	038-210-47S 	Pistachios 	120.00
Kamm Avenue 	038-210-54S 	Pistachios 	80.00
Kamm Avenue 	038-210-63S 	Pistachios 	157.29
Kamm Avenue 	038-210-68S 	Pistachios 	69.99
Kamm Avenue 	038-210-69S 	Pistachios 	80.00
Kamm Avenue 	038-210-70S 	Pistachios 	80.00
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-6-
Map Location 	APN Number 	Crop 	Assessor Acres
Kamm Avenue 	038-210-71S 	Pistachios 	40.00
Kamm Avenue 	038-210-74S 	Pistachios 	160.00
Kamm Avenue 	038-210-76S 	Pistachios 	130.99
Kamm Avenue 	038-210-77S 	Pistachios 	10.00
Kamm Avenue 	038-210-78S 	Pistachios 	70.00
Kamm Avenue 	038-210-79S 	Pistachios 	62.21
Kamm Avenue 	038-210-80S 	Pistachios 	184.61
Kamm Avenue 	038-270-01 	Pistachios 	20.00
Kamm Avenue 	038-300-18S 	Pistachios 	77.88
Kamm Avenue 	038-300-27S 	Pistachios 	77.88
Lassen Ranch 	068-071-06S 	Pistachios 	152.22
Lassen Ranch 	068-071-07S 	Pistachios 	162.15
Lassen Ranch 	068-071-09S 	Pistachios 	160.00
Lassen Ranch 	068-071-36S 	Pistachios 	158.50
Lassen Ranch 	068-071-38S 	Pistachios 	157.00
Lassen Ranch 	068-071-39S 	Pistachios 	130.56
Lassen Ranch 	068-071-41S 	Pistachios 	85.56
Lassen Ranch 	068-071-42S 	Pistachios 	13.55
Primestar 	017-080-46s 	Pistachios 	41.45
Primestar 	017-080-72s 	Pistachios 	249.87
Windfall 	027-180-46s 	Pistachios 	160.00
Total 	10,011.79
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-7-
SCHEDULE 1.1(b)
Excluded Solar
All equipment parts and components related or pertaining to three solar photovoltaic system
totaling approximately 1422 KWs, described as follows, whether or not located on or connected
to electrical service to the Property:
1) 	955 kW system located on APN 069-350-07, Kern County, California and commonly
known as "Kimberlina Ranch."
2) 	273 kW system located on APN 069-320-05, Kern County, California and commonly
known as "Reservoir Ranch."
3) 	205 kW system located on APN 069-310-12, Kern County, California and commonly
known as "Mozingo Ranch,”
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-8-
SCHEDULE 1.1(g)
Contract Schedule
1. 	That certain Agricultural Lease dated April 1, 2020 by and between Maricopa Orchards,
LLC and Ranch 24, LLC, as amended by that certain First Amendment to Agricultural Lease dated
November 1, 2020, as further amended by that certain Second Amendment to Agricultural Lease
dated September 24, 2021, as further amended by that certain Third Amendment to Agricultural
Lease dated September 22, 2022, 	further amended by that certain Fourth Amendment to
Agricultural Lease dated November 20, 2023, to be further amended by that certain Fifth
Amendment to Agricultural Lease (in form and substance provided to Buyer) following the
execution of this Agreement.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-9-
SCHEDULE 5.2(i)
Specific Title Encumbrances
1. 	That certain Agricultural Lease dated April 1, 2020 by and between Maricopa Orchards,
LLC and Ranch 24, LLC, as amended by that certain First Amendment to Agricultural
Lease dated November 1, 2020, as further amended by that certain Second Amendment to
Agricultural Lease dated September 24, 2021, as further amended by that certain Third
Amendment to Agricultural Lease dated September 22, 2022, as further amended by that
certain Fourth Amendment to Agricultural Lease dated November 20, 2023, to be further
amended by that certain Fifth Amendment to Agricultural Lease (in form and substance
provided to Buyer) following the execution of this Agreement. (the “Ranch 24 Lease” and
the leasehold property described therein, the “Ranch 24 Premises”).
2. 	Residential rental of 10200 Magnolia Ave.
3. 	Residential rental of 25482 W. Lerdo Highway.
4. 	Residential rental of 25845 Kimberline Road.
5. 	Residential rental of 25949 Jackson St.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-10-
SCHEDULE 6.3(g)
Water Supply Agreements
1. 	Water Supply Agreement dated July 29, 2015 made by and between FNF FARMS, LLC, a California limited
liability company (as Water User therein), and 104 PISTACHIOS, LLC a California limited liability
company, et al (as Water Providers therein), recorded in (i) the Official Records of Fresno County, California
on September 11, 2024 as Document No. 2024-0082400, (ii) the Official Records of Kern County, California
on September 10, 2024 as Document No. 224109980, (iii) the Official Records of Kings County, California
on September 10, 2024 as Document No. 2412595, and (iv) the Official Records of Madera County,
California on September 11, 2024 as Document No. 2024019288.
2. 	Water Supply Agreement dated July 29, 2015 made by and between KAMM SOUTH, LLC, a California
limited liability company (as Water User therein), and 104 Pistachios, LLC a California limited liability
company, et al (as Water Providers therein), recorded in (i) the Official Records of Fresno County, California
on September 11, 2024 as Document No. 2024-0082763, (ii) the Official Records of Kern County, California
on September 10, 2024 as Document No. 224109979; (iii) the Official Records of Kings County, California
on September 10, 2024 as Document No. 2412594, and (iv) the Official Records of Madera County,
California on September 11, 2024 as Document No. 2024019295.
3. 	Water Supply Agreement dated September 28, 2025, made by and between MARICOPA ORCHARDS, LLC,
a California limited liability company, et al. (as Water User therein), and 104 Pistachios, LLC a California
limited liability company, et al. (as Water Providers therein), recorded in (i) the Official Records of Fresno
County, California on September 10, 2024 as Document No. 2024-0082325, (ii) the Official Records of Kern
County, California on September 13, 2024 as Document No. 224111300, (iii) the Official Records of Kings
County, California on September 10, 2024 as Document No. 2412596, and (iv) the Official Records of
Madera County, California on September 11, 2024 as Document No. 2024019287
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-11-
SCHEDULE 6.3(h)
Rights of First Refusal
1. 	A right of first refusal in favor of Wegis Family Farms LLC, a California limited liability
company (“Wegis”), as described in that certain Right of First Refusal Agreement dated
January 23, 2020, by and between Wegis and Maricopa Orchards, LLC, a California
limited liability company, as evidenced by that certain Memorandum of Right of First
Refusal recorded in the Official Records of Kern County, California, on January 23, 2020,
as Document Number 220009643; and
2. 	A right of first refusal in favor of Wey Almond Farms, LLC, a California limited liability
company (“Wey”), as described in that certain Right of First Refusal Agreement dated
November 13, 2019, by and between Wey and Maricopa Orchards, LLC, a California
limited liability company, as evidenced by that certain Memorandum of Right of First
Refusal recorded in the Official Records of Kern County, California, on November 13,
2019, as Document Number 219151148.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-12-
SCHEDULE 7.1
Exceptions to Seller’s Representations
1. 	None.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-13-
SCHEDULE 10.1(c)
Permitted Exceptions to Title Policy
The following Schedule B exceptions listed on that certain Preliminary Report issued by Chicago
Title Company with a Title Number of FWKN-TO2500611-MW, Amendment A, dated effective
May 1, 2025:
1 – 8 inclusive;
9*;
10 – 91 inclusive;
93 – 186 inclusive;
189 – 197 inclusive;
198*;
199 - 225 inclusive;
226*;
228 - 259 inclusive;
260 (but subject to removal of notes regarding PG&E Easement);
261 - 267 inclusive;
268*
271 – 275 inclusive;
280 – 357 inclusive;
362 – 489 inclusive;
491- 526 inclusive;
531;
536 - 566 inclusive;
568 - 580 inclusive;
582 - 603 inclusive;
605 - 610 inclusive;
616;
657;
658 (but limited to named tenants on rent roll to be provided by Seller);
659- 662 inclusive;;
666; and
738
* Pending Title Insurer’s concurrence to remove
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

EXHIBIT B

Error! Unknown document property name.
PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) dated
November 3, 2025, to be effective on the date when all parties have executed it, 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) CORE FARMLAND FUND LLC, a Delaware limited liability
company (“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 located in Kern County, California, 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 Court entered in the Proceeding on October 6, 2025 as Docket Entry #308 (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”).

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 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 (the “Fixtures”),
including without limitation all roads, paved areas, implement covers, fences, gates, cattle guards,
and all improvements and infrastructure; all solar panels and all infrastructure related to solar
panels, including mounting systems, inverters, wiring, conduits, and related equipment (but
excluding all of the foregoing solar panels and infrastructure listed on Schedule 1.1(b)); 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 otherwise used or useful to or of benefit to the use and enjoyment
of the Land or that provides drainage, irrigation and/or water to the Land;
(c) 	All rights and interests, if any, in and to all rights, rights of way,
reversions, remainders, strips or gores, if any, between the Land and abutting properties, and any
land lying in or under the bed of any street, alley, road or right-of way, abutting or adjacent to the
Land, all covenants, conditions and restrictions, privileges, easements, servitudes, hereditaments,
and appurtenances appurtenant to the Land, or otherwise used or useful to or of benefit to the use
and enjoyment of the Land and/or providing any benefit with respect to access, ingress, egress,
irrigation water, domestic water, electricity, gas, telephone, sewer or other utility service to the
Land, whether or not of record (collectively, the “Appurtenant Rights”);
(d) 	Subject to the rights of Ranch 24, LLC in and to the crops growing
on the Ranch 24 Premises (as defined on Schedule 1.1(g)), all crops and farm products, whether
fructus naturales or fructus industriales (emblements), from and after the 2026 crop year (the
“Crops”);

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(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, water credits, water
entitlements, water expectancies, and banked water of any kind 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, 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, lease, transfer, or exchange of water
generated from irrigation wells or otherwise associated with the Land (but specifically excepting
any banked water rights held by POSO CREEK WATER COMPANY, LLC, a California limited
liability company (“Poso Creek”), whether or not any of the members for which such water is
held by Poso Creek are the fee owners of the Land) (collectively, “Water Rights”); and
(g) 	Any licenses or other agreements material to the Property and
operations thereon as listed on Schedule 1.1(g) that Buyer would like to have assigned to it at
Closing; provided that (i) such licenses or agreements are Receivership Property and 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 to the Property and operations thereon, but are 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
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER
DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION
OF THE PROPERTY; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION
1.2 SHALL RELIEVE SELLER FROM (I) OBLIGATIONS EXPRESSLY SET FORTH IN
THIS AGREEMENT OR ANY DOCUMENTS DELIVERED AT THE CLOSING PER
SECTION 10.2, AND (II) LIABILITY FOR SELLER’S INTENTIONAL FRAUD OR
WILLFUL MISCONDUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, BUYER IS NOT WAIVING ANY RIGHTS OR CLAIMS AGAINST THIRD
PARTIES (FOR THE AVOIDANCE OF DOUBT, “THIRD PARTIES” REFERENCED IN
THIS SECTION SHALL NOT INCLUDE SELLER OR LENDERS).
(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, 	EXCEPT 	TO 	THE 	LIMITED
EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT.
(c) 	EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN
THIS AGREEMENT 	OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING
PURSUANT 	TO 	SECTION 	10.2 	HEREIN 	(COLLECTIVELY, 	THE 	“EXPRESS
WARRANTIES”), SELLER MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS 	OR 	IMPLIED, 	CONCERNING 	ANY 	MATTERS 	INVOLVING 	THE
PROPERTY. 	WITHOUT 	LIMITING 	THE 	GENERALITY 	OF 	THE 	FOREGOING,
EXCEPT FOR THE EXPRESS WARRANTIES, SELLER HEREBY AFFIRMATIVELY
DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
CONCERNING THE FOLLOWING MATTERS: (i) EXCEPT AS EXPRESSLY SET
FORTH IN THE EXPRESS WARRANTIES, 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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
AGRICULTURAL USES OR FOR THE CONDUCT OF ANY USES OR ACTIVITIES
THAT BUYER MAY CONTEMPLATE OR ELECT TO CONDUCT THEREON, OR THE
AVAILABILITY OF WATER OR WATER RIGHTS ON OR BENEFITTING THE
PROPERTY; 	(iv) 	THE 	PRESENCE 	OF 	ANY 	LATENT 	OR 	PATENT 	DEFECTS
AFFECTING 	THE 	PROPERTY 	INCLUDING 	BUT 	NOT 	LIMITED 	TO
IMPROVEMENTS, SOIL, GROUNDWATER AND SUBSURFACE GEOLOGY; AND (v)
THE QUALITY OF CONSTRUCTION AND MATERIALS INCORPORATED INTO
ANY IMPROVEMENTS LOCATED ON THE PROPERTY AND THE EXISTENCE,
QUALITY, NATURE, ADEQUACY, OR CONDITION OF ANY UTILITIES SERVING
THE PROPERTY.
(d) 	BUYER, FOR ITSELF AND ITS HEIRS, SUCCESSORS AND
ASSIGNS, AND ANYONE CLAIMING BY, THROUGH, OR UNDER BUYER, HEREBY
EXPRESSLY (i) WAIVES ANY CLAIM AND CAUSE OF ACTION WHICH RELATE,
REFER, PERTAIN TO, OR ARISE OUT OF ANY OF THE MATTERS DESCRIBED IN
THIS SECTION 1.2, AND ANY FAILURE BY SELLER TO DISCLOSE INFORMATION
TO BUYER CONCERNING THE PROPERTY (COLLECTIVELY, “SUCH CLAIMS”)
(REGARDLESS OF WHETHER SUCH CLAIMS ARE KNOWN OR DISCOVERABLE
AS OF THE EFFECTIVE DATE OR THE CLOSING DATE) AND (ii) RELEASES
SELLER FROM ANY AND ALL LIABILITY FROM ANY SUCH CLAIMS, EXCEPT
THAT BUYER DOES NOT WAIVE AND EXPRESSLY RESERVES (A) CLAIMS FOR
SELLER’S INTENTIONAL FRAUD OR WILLFUL MISCONDUCT, AND (B) CLAIMS
ARISING FROM SELLER’S FAILURE TO PERFORM OBLIGATIONS EXPRESSLY
SET FORTH IN THIS AGREEMENT OR THE DOCUMENTS DELIVERED AT THE
CLOSING 	PER 	SECTION 	10.2. 	NOTWITHSTANDING 	ANYTHING 	TO 	THE
CONTRARY 	HEREIN, 	BUYER 	IS 	NOT 	WAIVING 	ANY 	RIGHTS 	OR 	CLAIMS
AGAINST THIRD PARTIES (FOR THE AVOIDANCE OF DOUBT, “THIRD PARTIES”
REFERENCED IN THIS SECTION SHALL NOT INCLUDE SELLER OR LENDERS).
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 by Buyer solely to the extent such claims do not involve (i)
Seller’s intentional fraud or willful misconduct, (ii) Seller’s obligations expressly set forth in this
Agreement or any document delivered at the Closing per Section 10.2, or (iii) any claims arising
out of or related to personal injury, death or property damage caused by Seller:
“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.”

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
____________
Buyer’s Initials
1.3 	Release. At the Closing, as a condition of Seller’s obligation to convey the
Property to Buyer, Buyer shall deliver to Seller and The Prudential Insurance Company of America
(“Prudential”), PAR U Hartford Life & Annuity Comfort Trust (“PAR U”), and PGIM Real
Estate Finance, LLC (together with Prudential and PAR U, collectively, the “Lenders”) a release
(the “Release”) in the form and content set forth on Exhibit D.
1.4 	Not a Residential Purchase. Notwithstanding the existence of any residence
upon the Land, any such residence is incidental to the Property and the parties acknowledge,
understand, and agree that this Agreement is a commercial transaction and Buyer is not a
homebuyer purchasing a dwelling or residence. As a material inducement to Seller to sell the
Property, Buyer represents and warrants: (i) that it is purchasing the Property as a commercial
transaction; (ii) that the existence of any residence is not a material consideration of its desire to
purchase the Property; (iii) that nothing of value is being attributed to any such residence; and (iv)
that Buyer does not intend to occupy any such residence as Buyer’s primary 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 	No Assumption of Liabilities. Other than (i) the obligations of Seller that
arise after the Closing under the contracts, if any, assigned to Buyer pursuant to the Assignment
Agreement, or otherwise arising following the Closing solely relating to the Property, and (ii) the
obligations set forth in Section 32 herein, Buyer shall not assume, pay, perform, discharge or
otherwise be responsible for, any liabilities of Seller or the defendants in the Proceeding whether
or not arising out of or relating to the Property or any other business of Seller or such defendants
to the extent arising from events occurring or required to be performed prior to the Closing, all of
which liabilities shall remain the exclusive responsibility of Seller or such defendants, as
applicable. Seller shall not assume, pay, perform, discharge or otherwise be responsible for any
liabilities related to or arising from the Property arising after the Closing, except to the extent
arising solely out of the Express Warranties.
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, and subject to Section 6.4 herein, 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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
p.m., Pacific Time, on the date which is ten (10) days following the date on which the Sale
Order becomes final and non-appealable (the “Closing Date”) or such other date as agreed to
by the Parties in writing.
3.1 	Purchase Price. The Purchase Price of the Property (“Purchase Price”) is
Eighty Million, Five Hundred Thousand and 00/100ths Dollars ($80,500,000.00) United States
currency. The Purchase Price shall be paid to Seller in installments as follows:
(a) 	Independent Consideration. Notwithstanding any term or provision
of this Agreement, Buyer hereby delivers to Seller an amount equal to One Hundred and
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) 	Bid Deposit. 	Concurrently 	with 	Buyer’s 	execution 	of 	this
Agreement and pursuant to the Marketing Procedures Order, Buyer shall deposit into an interest-
bearing receiver account with Pivot Management Group LLC (the “Deposit Holder”) an amount
equal to Six Million Nine Hundred Forty-Five Thousand One Hundred Eighty-Eight Dollars
and 10/100ths ($6,945,188.10) (the “Bid Deposit”) in immediately available, good 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.
(c) 	Closing Payment. Seventy-Three Million Five Hundred Fifty
Four Thousand Eight Hundred Eleven and 90/100ths Dollars ($73,554,811.90) (the “Closing
Payment”) shall be deposited by Buyer into Escrow no later than one (1) business day prior to the
Closing and shall be released to Seller in cash, by cashier’s check or wire transfer of immediately
available funds, at the Close of Escrow.
4. 	LIQUIDATED DAMAGES. IN THE EVENT CLOSE OF ESCROW DOES
NOT 	TIMELY 	OCCUR 	DUE 	TO 	BUYER’S 	BREACH 	OR 	DEFAULT 	OF 	THIS
AGREEMENT, 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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY.
THE PARTIES AGREE THAT THE BID DEPOSIT AMOUNT SET FORTH IN SECTION
1.5 REPRESENTS A REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH
SELLER WOULD INCUR IN THE CASE OF BUYER’S FAILURE TO CLOSE THE
PURCHASE 	OF 	THE 	PROPERTY 	WHEN 	REQUIRED 	TO 	DO 	SO 	BY 	THIS
AGREEMENT. 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.
THE PAYMENT OF THE LIQUIDATED DAMAGES PURSUANT TO THIS SECTION 4
IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF
CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED
TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS
1671, 1676, AND 1677 OF THE CALIFORNIA CIVIL CODE. IN CONSIDERATION OF
THE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO
HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN
EQUITY 	(INCLUDING, 	WITHOUT 	LIMITATION, 	SPECIFIC 	PERFORMANCE)
INCLUDING ANY RIGHTS SELLER MAY HAVE PURSUANT TO SECTION 1680 OR
SECTION 3389 OF THE CALIFORNIA CIVIL CODE RELATING TO BUYER’S
DEFAULT RESULTING IN ESCROW NOT CLOSING AS PROVIDED UNDER THIS
AGREEMENT. BY INITIALING THIS PROVISION IN THE SPACES BELOW, SELLER
AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS
CONTAINED 	IN 	THIS 	AGREEMENT 	AND 	AGREE 	THAT 	SUCH 	SUM 	IS 	A
REASONABLE SUM CONSIDERING THE CIRCUMSTANCES AS THEY EXIST ON
THE DATE OF THIS AGREEMENT. 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 WHEN REQUIRED TO DO SO PURSUANT TO THIS
AGREEMENT.
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
evidencing and acknowledging receipt and acceptance of the Natural Hazards Disclosure and all
other statutory 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.
(b) 	The Natural Hazards Disclosure is being provided by Seller for
purposes of complying with the Disclosure Statutes and shall not be deemed to constitute a
representation or warranty by Seller as to the presence or absence in, at or around of the Property
of the conditions that are the subject of the Disclosure Statutes.
5.2 	Condition of Title. Seller agrees to convey fee simple title in and to the
Property to Buyer. Subject to Section 32 herein, title to the Property shall be conveyed by Seller
to Buyer by grant deed, using the form attached hereto as Exhibit E (the “Deed”), subject only to
the items enumerated in this Section (such items, collectively, the “Permitted Exceptions”).
Buyer shall accept title to the Property subject only to the Permitted Exceptions; provided,
however, that nothing herein shall limit or restrict Buyer’s right to (i) negotiate with the Title
Company to remove or modify any such exceptions, or (ii) obtain title endorsements at Buyer’s
expense to insure over any such 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 or
payable, subject to any applicable Prorations in accordance with Section 13 hereof;
(b) 	any lien for supplemental taxes and assessments resulting from the
change in ownership created by the sale of the Property to Buyer;
(c) 	easements, covenants, restrictions, defects, encumbrances and other
matters of record on the Effective Date, except as provided in Section 5.3 below;
(d) 	physical matters and conditions, if any, that exist at the Property on
the Effective Date and are disclosed by a current survey or inspection of the Property;

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(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) 	all recorded covenants, conditions, restrictions, easements, and
agreements affecting the Property on the Effective Date, including without limitation the
Commitment Exceptions (as defined in Section 10.1(c) below), except to the extent Seller has
agreed in writing to terminate or remove any one or more such matters of title;
(h) 	the printed standard exceptions listed in the title commitment for the
Title Policy;
(i) 	the leases listed in Schedule 5.2(i); and
(j) 	such other matters as Buyer either waives, assumes, or consents to
in writing.
5.3 	No Liens. Notwithstanding the foregoing, the Property shall be sold free
and clear of any and all monetary liens, deeds of trust, mortgages, security interests, tax liens
(except those for taxes not yet due or payable subject to Prorations in accordance with Section 13),
mechanics’ liens, crop liens, and other financial encumbrances securing the payment of money,
including any claims of tenants, contractors, or others with potential rights to the crops or
improvements effective upon the Closing (collectively, the “Pre-Closing Liens”), other than the
Permitted Exceptions. Seller shall have caused or obtained, to Buyer’s reasonable satisfaction,
prior to the Closing, a full release of all liens, claims, or encumbrances in and to the Crops that
appear in the public record or that are known to Seller by any persons having an interest therein.
5.4 	Buyer’s Indemnification of Seller. Any damage caused to the Property by
Buyer or Buyer’s agents in connection with Buyer’s inspection of the Property 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; provided,
however, that Buyer shall not be responsible for pre-existing conditions or defaults, including
hazardous or toxic materials, not caused or exacerbated by Buyer or Buyer’s agents. 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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
reasonably incurred by Seller Parties in connection therewith. The indemnity provided herein shall
not extend to indirect, consequential, punitive or speculative damages and shall survive the Close
of Escrow and any termination of this Agreement.
5.5 	SGMA 	Disclosure. 	The 	Sustainable 	Groundwater 	Management 	Act
(“SGMA”) is a California state law enacted in the year 2014. SGMA may limit the amount of
groundwater that may be pumped from underground aquifers. Applicable plans, rules and
regulations are in place implementing SGMA. Seller and its agents and representatives make no
representation on the effect of SGMA on the Property now or in the future, except that Seller shall
disclose to Buyer any notices, orders, judicial decrees, violations, or regulatory actions relating to
the implementation of SGMA or the extraction, use or transfer of groundwater on or from the
Property, including groundwater credits or allocations, of which Seller has actual knowledge, and
shall further disclose to Buyer, and deliver true and complete copies of, any contracts, agreements,
or understandings (whether written or oral) with third parties relating to SGMA or the pumping,
diversion, use, sharing or transfer of groundwater, banked water, surface water, recharged water,
water rights or pumping allocations affecting the Property, whether or not of record, of which
Seller has actual knowledge (provided that any such document which is included in the Preliminary
Report is deemed delivered). 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, provided this release shall not apply to any
liability arising from Seller’s failure to provide all materials required by this Section 5.5 or Seller’s
or any Seller Parties’ fraud or intentional misrepresentations in connection with SGMA or water
rights information provided to Buyer.
Notwithstanding anything to the contrary in this Section 5.5 or elsewhere in this
Agreement, Buyer shall not assume, and Seller shall remain solely responsible for, any fees,
charges, penalties, assessments, or other liabilities imposed by the Semitropic Water District or
any other governmental or quasi-governmental authority arising out of or relating to groundwater,
surface water, irrigation water deliveries or allocation overages attributable to use of the Property
prior to the Closing Date, including without limitation, any SGMA allocation overages for the
2025 water year (January 1, 2025 – December 31, 2025), regardless of whether such amounts are
invoiced, assessed, or become due after Closing. Any such liability shall remain the sole
responsibility of Seller, and Seller shall indemnify, defend, and hold Buyer harmless from and
against the same. This carve-out shall survive Closing and delivery of the Deed and Leased Parcels
Deed.
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:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(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 Lenders, and all
parties of interest in the Proceeding, and Title Company agrees to insure title to the Property
without taking exception to the appeals period or any potential appeal that could be filed during
such period. Buyer acknowledges and confirms that neither Seller nor any of Lenders has made
any representations or warranties, express or implied, that the Sale Order or the Lender Agreement
Approval (defined below) will be obtained. Promptly upon obtaining the Sale Order, Seller shall
deliver a copy of the Sale Order to Buyer and Escrow Holder. If: (i) the Court denies approval of
this Agreement, or (ii) the Sale Order is overturned in an appeal, this Agreement shall be
terminated, the Bid Deposit, plus all interest accrued thereon, 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) 	All exhibits, schedules, attachments, and ancillary documents to this
Agreement shall have been fully executed and delivered to Escrow, in form and substance
satisfactory to Seller in its sole discretion, including without limitation, the Buyer Leased Parcels
Documents.
(c) 	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.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 and Seller Leased Parcels Documents (defined in Section 32 herein).
(b) 	Except as listed in Schedule 5.2(i), 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.
(d) 	All Pre-Closing Liens shall have been fully paid, released, and
reconveyed (or other arrangements reasonably satisfactory to Buyer shall have been made for their
release concurrently with Closing), so that title to the Property is conveyed to Buyer free and clear
of all Pre-Closing Liens.
(e) 	All exhibits, schedules, attachments, and ancillary documents to this
Agreement shall have been fully executed and delivered to Escrow, in form and substance
satisfactory to Buyer in its sole discretion.
(f) 	Any and all past due or delinquent water bills or charges relating to
the Property shall have been paid in full by Seller prior to the Close of Escrow or, if not paid, shall
be satisfied from Seller’s proceeds at Closing through escrow as a proration.
(g) 	Seller has obtained the termination of, or the Court has ordered the
sale of the Property free and clear of, the Water Supply Agreements listed on Schedule 6.3(g) as
to the Property to Buyer’s reasonable satisfaction, provided that failure of this condition shall not
be a default of Seller under this Agreement.
(h) 	Seller has obtained the termination of, or the Court has ordered the
sale of the Property free and clear of, the Rights of First Refusal listed on Schedule 6.3(h) (the
“ROFRs”) as to the Property to Buyer’s reasonable satisfaction, or that the Court has entered a
finding that the ROFRs are not enforceable against Seller or the Property, provided that failure of
this condition shall not be a default of Seller under this Agreement.
(i) 	Buyer has completed its diligence review of all water matters, not
later than 12:00 p.m., Pacific Time, on October 27, 2025 (the “Diligence Deadline”).
(j) 	Title Company shall unconditionally be committed to issue upon the
Closing and following recordation of the Deed to Buyer, the Title Policy (as defined below, subject
only to the Permitted Exceptions).

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
The foregoing conditions are solely for the benefit of Buyer, any or all of which may be waived
by Buyer in Buyer’s sole discretion.
6.4 	Termination. This Agreement may be terminated in accordance with this
Section 6.4 at any time prior to the Closing:
(a) 	By written notice of either Buyer or Seller if the Closing shall not
have occurred on or before thirty (30) days after the Sale Order becomes final and non-appealable,
unless otherwise agreed to by Buyer and Seller in writing (such date, the “Buyer 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 Buyer Outside
Date; provided, however, that the Buyer Outside Date may be extended (i) by Seller and Buyer
upon mutual agreement, (ii) by Seller for no more than an additional fifteen (15) days if, despite
Seller’s commercially reasonable efforts prior to such extension, additional time is required to
obtain releases of title matters to be removed by Seller hereunder at the Closing.
(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 intentional 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 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 and the alternative transaction is with the Successful 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 earlier of the date (i) the alternative transaction
closes, and (ii) sixty (60) days following the entry of the Sale Order;
(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 material 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 Buyer Outside Date or (B) if capable of being cured by the Buyer
Outside Date, is not cured by the earlier of the Buyer 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 Buyer 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 Buyer by giving written notice to Seller if the Sale Order is: (i)
modified or otherwise altered in a manner materially adverse to Buyer not otherwise agreed to by

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Buyer, in writing, or (ii) stayed or vacated by the Court or a court of competent jurisdiction and
such stay or vacatur shall not have been removed prior to the earlier of (x) ten (10) days following
the implementation of such stay or vacatur, or (y) the Buyer Outside Date;
(f) 	By Seller by giving written notice to Buyer 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 Buyer in this Agreement or if Buyer has breached any
covenant contained in this Agreement in any material 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 forty-five (45) 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(f) will not be available to Seller at
any time that Seller is in material breach of any covenant, representation or warranty hereunder;
(g) 	By Buyer by giving written notice to Seller not later than the
Diligence Deadline;
(h) 	By the mutual written consent of Seller and Buyer;
(i) 	By Buyer, as provided in Section 14; and
(j) 	By Seller by giving written notice to Buyer if Closing shall not have
occurred on or before ten (10) days after the Sale Order becomes final and non-appealable (the
“Seller Outside Date”) and Seller has not breached this Agreement in a manner that has been the
principal cause of the Closing not occurring on or prior to the Seller Outside Date; provided,
however, the Seller Outside Date may be extended by Seller, in writing, in its reasonable
discretion.
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(f) or
(j), and Sellers are not then in 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(f), 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, and in the case of any Seller breach constituting fraud or willful misconduct by Seller,
Buyer shall, be entitled to pursue specific performance.
(b) 	[Reserved].

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(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 to receive a refund of the Bid Deposit,
provided that, notwithstanding the foregoing, in the case of any fraud or willful misconduct by
Seller, Buyer shall additionally have the right to pursue specific performance if applicable.
7. 	Seller’s Representations and Warranties.
7.1 	Seller’s Representations and Warranties. Except as set forth on Schedule
7.1, attached hereto, Seller hereby warrants, represents, covenants, and certifies to Buyer that:
(a) 	Court-Appointed Receiver. Seller is the Court-appointed receiver
over the Property, duly appointed and acting within the scope of authority granted by the Court,
and has not received any written notice of challenge or appeal to such appointment that remains
unresolved.
(b) 	Authority. Subject to entry of the Sale Order, this Agreement has
been duly authorized, executed and delivered by Seller, is the legal, valid and binding obligation
of Seller, and neither this Agreement nor compliance with or fulfillment of the terms and
conditions hereof will conflict with, or result in a breach of, the terms, conditions or provisions of,
or constitute a default under, any agreement to which any Seller is a party or by which any Seller
is otherwise bound, or any judicial order to which any Seller is a party or to which any Seller is
subject. Subject to entry of the Sale Order, Seller has full power and authority to enter into this
Agreement, to execute and deliver the documents and instruments required of the Seller executing
such documents and instruments herein, and to perform its obligations hereunder. 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,

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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. 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, except that Seller
shall disclose to Buyer any known certifications, contracts, or royalty obligations of which Seller
has actual knowledge. Seller makes no representations or warranties in this regard.
(f) Contracts. Except as disclosed to Buyer in writing or set forth on
Schedule 7.1, Schedule 5.2(i), or which are Permitted Exceptions or otherwise set forth in the
Preliminary Report, Seller has not entered into, and to Seller’s Knowledge (as defined below) there
are no, contracts, agreements, leases, licenses, management agreements, service contracts,
maintenance agreements, construction contracts, or other similar arrangements, including, without
limitation, agreements with third parties related to the pumping, diversion, sharing or transfer of
groundwater, banked water, surface water, water rights or pumping allocations affecting the
Property that will be binding on Buyer or the Property after the Close of Escrow. Seller shall, on
or before Closing, terminate all un-recorded leases affecting the Property as of the Effective Date,
other than those leases identified on Schedule 5.2(i).
(g) Taxes and Assessments. To Seller’s Knowledge, all general real
property taxes, water assessments, and regular assessments currently due and payable with respect
to the Property have been paid or will be prorated at Closing. To Seller’s Knowledge, there are no
pending or threatened special assessments, impact fees, or similar charges affecting the Property
other than those disclosed to Buyer in writing or that are matters of public record.
(h) Litigation. To Seller’s Knowledge, there are no actions, suits, or
proceedings pending or threatened against Seller relating to the Property, other than those
disclosed to Buyer in writing or matters of public record.
(i) Knowledge Definition. As used in this Agreement, the term
“Seller’s Knowledge” means the current actual (and not constructive or imputed) knowledge of
LANCE MILLER, solely in his capacity as court-appointed receiver, without any duty of inquiry
or investigation, and expressly excluding the knowledge of any other person, including Seller’s
agents, employees, consultants, or representatives. Any disclosure required hereunder shall be
deemed made if such matter is listed in the Preliminary Report.
7.2 Survival. The express representations and warranties made in this Article
by Seller will not merge into any instrument of conveyance delivered at the Closing; provided,
however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of
any such representations and warranties shall be commenced, if at all, on or before the Closing
and, if not commenced on or before such date, thereafter will be void and of no force or effect.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
8. 	Buyer’s Representations and Warranties. Buyer hereby warrants, represents,
convents and certifies to Seller and agrees that as of the Close of Escrow:
(a) 	Good Standing. Buyer is a limited liability company that is properly
and duly formed, validly existing and in good standing under the laws of the state of Delaware,
registered to transact business in the State of California, and is in good standing under the laws of
the State of California.
(b) 	Authority. Buyer, and its Authorized Assignee(s) (defined below),
acting through any of their respective duly empowered and authorized managers, members,
partners or officers, as applicable, has all necessary entity power and authority to transact the
business in which it is engaged, and has full power and authority to enter into this Agreement, to
execute and deliver the documents and instruments required of the Buyer executing such
documents and instruments 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, to the best of Buyer’s knowledge, 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 and delivered at Closing, will, at the time
of Closing, (i) be duly authorized, executed and delivered by the Buyer executing such documents,
(ii) be legal, valid and binding obligations of such 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
such Buyer is subject.
(c) 	OFAC Compliance. Buyer or its Authorized Assignee (which, for
the purposes of this Section 8(c), shall include its 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 OFAC at its official website (http://www.treas.gov/ofac/t11sdn.pdf)
or at any replacement website or other replacement official publication of such List; (ii) is currently
in compliance with and will at all times during the term of this Agreement (including any extension
thereof) remain in compliance with the regulations of OFAC and any statute, executive order
(including 	the 	September 	24, 	2001 	Executive 	Order 	Blocking 	Property 	and 	Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
governmental action relating thereto; and (iii) will not transfer or permit the transfer of any
controlling interest in Buyer to any person or entity who is, or any of whose beneficial owners are,
listed on the List.
(d) 	Bankruptcy. Buyer has not (i) filed or been the subject of any filing
of a petition under the U.S. bankruptcy code (11 U.S.C. § 101, et seq.) or any insolvency laws, or
any laws for composition of indebtedness or for the reorganization of debtors; (ii) made a general
assignment for the benefit of creditors, (iii) suffered the appointment of a receiver to take
possession of all or substantially all of Buyer’s assets, or (iv) suffered the attachment or other
judicial seizure of all or substantially all of Buyer’s assets.
(e) 	Debts, Liens, and Encumbrance. Buyer shall pay, when due, any
claims, liabilities, debts, injuries, liens or other encumbrances, and any consultant or other expense

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
contracted for or incurred by Buyer incurred or arising before the Close of Escrow or the earlier
termination of this Agreement that directly arise from any of Buyer’s activities on 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), in the event that 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)”), 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. 	Notwithstanding anything in this Agreement to the contrary, the closing of a
Concurrent Sale shall not be a condition precedent to the binding nature or effectiveness of this
Agreement.
9. 	Cultural Costs; Crop Management. Seller shall pay all cultural costs for the 2025
crop, and any prior years now due and owing, on the Property, including related crop insurance
premiums. At the Closing, through the Escrow, 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”). Buyer acknowledges that it has been advised of, and agrees that the
Cultural Cost Reimbursement shall include the actual cost of, 2026 post-harvest irrigation of the
almond and pistachio ranches on the Land through the auction date, as directed by the stalking
horse bidder pursuant to Section 9 of the Stalking Horse PSA (as defined in the Marketing
Procedures Order), using non-contract water available for purchase at $172/per AF. 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. Buyer shall also have the exclusive right to direct,
in writing, reasonable farming operations for the 2026 crop on the Property, and Seller shall
comply with such reasonable directions so long as they are consistent with standard agricultural
practices.
10. 	Closing.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 committed
to issue upon the Closing and following recordation of the Deed to Buyer, a current ALTA
Extended Coverage Policy of title insurance, at no more than the insurer’s standard rates (the “Title
Policy”). The Title Policy shall show title to the Land, Improvements and appurtenant easements
vested in Buyer (less and except any Post-Closing Lease Termination Parcels), subject only to the
lien of real property taxes for the current fiscal year not yet due and payable, those Schedule B
exceptions listed on the title commitment for the Title Policy included the exceptions listed on
Schedule 10.1(c) attached hereto and incorporated herein by reference (the “Commitment
Exceptions”) (for clarity, the Commitment Exceptions shall not include any Pre-Closing Liens),
except to the extent Seller and/or Escrow Holder has agreed in writing to remove. 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. For the avoidance of doubt, title to the
Post-Closing Lease Termination Parcels shall not convey to Buyer, or its designee, until the Leased
Parcels Deed is recorded pursuant to Section 32 herein, provided that Buyer shall be granted access
to the Post-Closing Lease Termination Parcels, if any, at the time of Closing and during the period
ending on the Leased Parcels Recording Date (defined below), pursuant to an early occupancy
lease in form and substance reasonably acceptable to the Parties (the “Early Occupancy Lease”)
for a rental of $1.00 and payment of all real estate taxes and assessments, utilities, repair and
maintenance expenses and customary farming and irrigation expenses to maintain and operate the
Post-Closing Lease Termination Parcels, if any, in the same condition in which they were delivered
to Buyer through the term of the Early Occupancy Lease, and other customary lease terms (for
clarity, during such period and other than with respect to the payment of any lease termination
payments as set forth in Section 32 hereof, Buyer is not assuming any obligations under any
Residential Leases affecting the Post-Closing Lease Termination Parcels).
10.2 	Seller’s Closing Obligations. On or before the Closing Date, Seller shall
deposit or cause the following to be deposited into Escrow (duly executed, as appropriate), for
recordation or delivery to Buyer as appropriate:
(a) 	The Deed, describing the Land less and except the Post-Closing
Lease Termination Parcels.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(b) 	A bill of sale in substantially the form attached hereto as Exhibit F
(the “Bill of Sale”).
(c) 	To the extent required, duplicate counterparts of an assignment and
assumption agreement (the “Assignment Agreement”), in substantially the form attached hereto
as Exhibit G, with respect to any contracts, licenses or other agreements identified on Schedule
1.1(g) (to the extent that Seller can transfer or assign such licenses or agreements to Buyer without
breach or liability and is required to assign the same to Buyer pursuant to Section 1.1(g) of this
Agreement).
(d) 	An assignment of multi-peril crop insurance related to the Land, if
any (the “Assignment of Crop Insurance”) to the extent assignable.
(e) 	A general assignment, without representation or warranty, of
Seller’s right, title and interest in (i) any licenses or permits issued for or with respect to the
Property by governmental and quasi-governmental 	authorities that comprise Receivership
Property but are not then in Seller’s possession, and (ii) subject to receipt of the consent of the
preparing consultant thereof to such assignment, 	the Phase 1 environmental assessments of the
Property (“Phase 1s”) identified on Schedule 10.2(e) attached hereto and incorporated herein by
reference, in the form set forth on Exhibit H (the “General Assignment”).
(f) 	The Closing Statement (as defined below).
(g) 	To the extent they are then in Seller’s possession, comprise,
Receivership Property and are 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 including, without limitation, as reasonably necessary for the issuance of the
Title Policy.
(m) 	A copy of the Sale Order entered by the Court.
(n) 	The Seller Leased Parcels Documents (defined in Section 32 below).

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 Closing Balance of the Purchase Price and Buyer’s share of the
Closing Costs and Prorations.
(b) 	Evidence 	reasonably 	acceptable 	to 	Seller’s 	counsel 	that 	the
documents delivered to Seller by Buyer or its Authorized Assignee have been duly authorized by
Buyer or its Authorized Assignee, duly executed on behalf of Buyer or its Authorized Assignee
and when delivered constitute valid and binding obligations of Buyer or its Authorized Assignee.
(c) 	A Preliminary Change of Ownership Report in the form specified
by Kern County (the “PCOR”).
(d) 	To the extent required, duplicate counterparts of the Assignment
Agreement.
(e) 	The Buyer Leased Parcels Documents (defined in Section 32
below).
(f) 	The Closing Statement (as defined below).
(g) 	Such 	other 	documents, 	resolutions, 	consents, 	and 	affidavits
reasonably necessary or advisable to effect the valid consummation of the transaction evidenced
by this Agreement including, without limitation, as reasonably necessary for the issuance of the
Title Policy.
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 the Title Policy in the condition required in Section 10.1(c)
above. The Escrow Holder shall close escrow by:
(a) 	Recording the Deed in the Official Records of Kern County,
California, and returning the recorded Deed to Buyer with a conformed copy to Seller, and filing
the PCOR in Kern County, California;
(b) 	Intentionally omitted;
(c) 	Issuing to Buyer the Title Policy (within fifteen (15) days after the
Closing);
(d) 	Delivering to Seller the proceeds due Seller from the Purchase Price,
after deducting Seller’s share of Closing Costs, and adjusting for Prorations;
(e) 	Delivering to Buyer Seller’s certification that it is not a “foreign
person”;

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(f) 	Delivering to Buyer the items deposited into Escrow by Seller for
delivery to Buyer, including the Bill of Sale;
(g) 	Intentionally omitted;
(h) 	If applicable, delivering to each of Buyer and Seller, a fully executed
counterpart of the Assignment Agreement; and
(i) 	Delivering to Seller the items deposited into Escrow by Buyer for
delivery to Seller.
In addition to the obligations contained in this Section 10.4, Escrow Agent shall accept, deliver,
and record the Leased Parcels Deed in accordance with Section 32 herein.
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, (iv) the
premium for Buyer’s Title Policy, and (v) 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 Kern County tax assessor) shall not
be prorated in Escrow. Seller shall be liable for all such charges incurred prior to and on the date
of Closing and Buyer shall be liable for all such charges incurred after the Closing.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 tax bills. Such prorations and apportionments shall be made in the manner
customary in Kern County for the sale of agricultural land. If any such taxes, assessments, or
charges relate to periods prior to the Close of Escrow but are billed or become due after the Close
of Escrow, Seller shall remain liable for (and promptly reimburse Buyer for) the portion allocable
to the period prior to the Close of Escrow. Buyer shall be responsible only for its allocable share
accruing from and after the Close of Escrow.
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 three (3) months after the Closing Date.
14. 	Risk of Loss. Risk of physical loss to the Property shall be borne by Buyer from
and after the date that Buyer receives title and possession thereof. In the event of the loss or
destruction of a material part of the Property prior to the Closing, from a cause other than the
intentional act or omission or gross negligence of Buyer then, at Buyer’s sole option, and upon
Buyer’s written notice to Seller within ten (10) business days of Buyer’s receipt of notification of
such loss, Buyer shall have the option of (a) accepting the Property in its lost or destroyed condition
in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable
with respect to such loss or destruction, and the full Purchase Price shall be paid for the Property,
or (b) terminating this Agreement at which event both Parties will be relieved of their obligations
and this Agreement shall be deemed void and without further effect, and the Bid Deposit shall be
promptly returned to Buyer, unless Seller shall restore the lost or destroyed portion of the Property
to substantially the same condition existing prior to such loss or destruction 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 one or more affiliates of Buyer any or all of its
rights and obligations under this Agreement, including the right to purchase the Property, by giving
Seller notice of any 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 assignment other than to an Authorized Assignee 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. Seller shall have the right, upon written notice to
Buyer, to assign its rights to receive any payments or other sums due from Buyer to Seller after
Closing, if any, to any one or more Lenders at any time following the Closing.
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Property, including giving notice of the transactions contemplated hereby to creditors and certain
other interested parties as ordered by the Court, and conducting an auction in respect of the
Property pursuant to the Marketing Procedures Order (the “Auction”). Seller and, if Buyer is the
Successful Bidder, Buyer shall use commercially reasonable efforts to cooperate, assist, and
consult with each other to secure the entry of the 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 Backup
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 earlier of (i) sixty (60)
days following the entry of the Sale Order, or (ii) 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 within such sixty (60) day period, Buyer will be deemed to be the Successful
Bidder and shall 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”), neither has engaged the services of any other
real estate broker, salesperson, agent or finder, nor done any other act nor made any statement,
promise or undertaking which would result in the imposition of liability for the payment of any
other real estate brokerage commission, finder’s fee or otherwise in connection with the transaction
described herein. Seller shall be responsible for the payment of a commission or fee to Seller’s
Broker in accordance with its separate agreement therewith. 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 which a court of competent
jurisdiction determines was frivolous or brought in bad faith by the unsuccessful Party, 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;

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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: Core Farmland Fund LLC
c/o International Farming Corporation
1318 Dale Street
Raleigh, North Carolina 27605
Attn: Ralph Isenrich
Telephone: 252-523-0800
Email: risenrich@intlfarming.com
With a copy to:
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, LLP
150 Fayetteville Street, Suite 2300
Raleigh, North Carolina 27601
Attn: Sharita Whitaker
Telephone: 919-821-6781
If to Seller: Lance Miller, Receiver
c/o Pivot Group
1230 Rosecrans Avenue
Suite 300 – PMB928
Manhattan Beach, CA 90266
Attn: Lance Miller or Matt Covington
Telephone: 424-363-0599
Email: lance.miller@pivotgrp.com and
matt.covington@pivotgrp.com
With a copy to:
Katten Muchin Rosenman LLP 2121
North Pearl Street, Suite 1100 Dallas,
TX 75201-2591
Attn: John Mitchell and Michaela
Crocker
Telephone: 214-765-3600
Email: john.mitchell@katten.com and
michaela.crocker@katten.com
AND
Cutts Law, PC
5088 N. Fruit Ave, Ste 101
Fresno, CA 93711
Attn: Lisa A. Cutts
Telephone: 559-226-8177
Email: lac@cutts-law.com
21. Waivers. Any Party can waive a provision, condition or covenant contained in this
Agreement, which is included herein for the benefit of the Party making such waiver. Any such
waiver shall be in writing and delivered to the other Party and the Escrow Holder. No waiver by
any Party of any covenant, condition or breach hereunder shall be deemed a waiver of any other
subsequent covenant, condition, or breach.
22. Governing Law. This Agreement shall be governed by and construed in
accordance with California law without regard to conflict of laws principles. The Court shall have
exclusive jurisdiction over any legal action brought by any Party to interpret or enforce this

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 Kern, California.
23. Business Days. In the event that this Agreement calls for an act to be performed,
or a notice to be given, on or by a specific date, which date falls on a Saturday, Sunday, or holiday
(as defined in Section 6700 and 6701 of the California Government Code), then such act may be
performed upon or such notice given on the next business day with the same effect as if it had been
performed on the day appointed. Any reference to “business days” herein shall mean those days
other than Saturdays, Sundays, or holidays (as defined in Section 6700 and 6701 of the California
Government Code).
24. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT THAT IT MAY
HEREAFTER BE PERMITTED BY LAW, THE PARTIES HEREBY MUTUALLY 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 EACH PARTY 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 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. In addition to
the foregoing, Seller and Buyer waive the effect of California Civil Code Section 1654 which
interprets uncertainties in a contract against the party who drafted the contract.
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
parties for any and all of the Property in connection with any pursuant to the terms of the Marketing
Procedures Order.
28. Validity. Wherever possible, each provision of this Agreement shall be interpreted
in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall
be invalid or prohibited thereunder, such provision shall be effective to the extent of such
prohibition without invalidating the remainder of such provision or the remaining provisions of
this Agreement.
29. Facsimile Electronic Signatures. For all documents to be executed by the Parties
pursuant hereto, except documents to be recorded or where originals are otherwise required by
either Party or Escrow Holder, Escrow Holder is instructed to accept, and the Parties agree to
accept, (i) facsimile or electronic e-mail signatures of the signor if the signor or his representative
has assured Escrow Holder and the other Party that the original has been placed in regular mail to
the Escrow Holder, or (ii) DocuSign signatures of the signor.
30. Time. Time is of the essence of this Agreement.
31. Counterparts. This Agreement may be signed by the Parties in different
counterparts and the signature pages combined to create a document binding on all Parties.
32. Residential Leases; Lease Termination Parcels. Buyer and Seller acknowledge
and agree that certain parcels of the Land, described in further detail on Schedule 32 attached
hereto and incorporated by reference (collectively, the “Lease Termination Parcels”), are
encumbered by unrecorded residential leases (collectively, the “Residential Leases”) as of the
Effective Date. If Buyer is the Successful Bidder, commencing on the date that the Sale Order is
entered, and continuing thereafter until the earlier of (i) the date on which all Residential Leases
have been terminated and the tenants under all such Residential Leases have vacated the Lease
Termination Parcels, and (ii) the date that is ninety (90) days after the Close of Escrow (such later
date, the “Leased Parcels Recording Date”), Seller shall reasonably cooperate with Buyer to
terminate the Residential Leases and obtain exclusive possession of the Lease Termination Parcels,
free of any tenants under the Residential Leases, but shall have no obligation to initiate unlawful
detainer actions against any tenant who fails to vacate the Lease Termination Parcels. Buyer shall
be responsible for the documentation of such termination with respect to the Residential Leases
and any termination payments associated therewith (provided that any such termination payments
shall require Buyer’s prior consent) shall be the responsibility of Buyer. Buyer shall also be
responsible for the reasonable expenses of Seller incurred in pursuing the termination of the
Residential Leases and for the reasonable carrying costs of the Lease Termination Parcels. Any
such termination payments and payment of related costs and expenses shall be made at Buyer’s
sole risk and shall not be subject to reimbursement by Seller if this Agreement is terminated for
any reason.
Any Lease Termination Parcels for which the Residential Leases have been terminated and are
free of tenants prior to the Close of Escrow shall be conveyed to Buyer at the Closing, and the
remaining Lease Termination Parcels (the “Post-Closing Lease Termination Parcels”) shall be
subject to the following:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(a) 	At or before the Close of Escrow, Seller shall fully execute and
deposit into Escrow (i) a deed in the form attached hereto as Exhibit E, conveying any Post-Closing
Lease Termination Parcels to Buyer or, at Buyer’s direction, an affiliate of Buyer (the “Leased
Parcels Deed”), (ii) a bill of sale in substantially the form attached hereto as Exhibit F with respect
to any personal property located on the Post-Closing Lease Termination Parcels (the “Leased
Parcels Bill of Sale”), and (c) such other documents, resolutions, consents, and affidavits
reasonably necessary or advisable to effect the valid conveyance of the Post-Closing Lease
Termination Parcels to Buyer, or its designee, including, without limitation, as reasonably
necessary for the modification of the Title Policy to include the Post-Closing Lease Termination
Parcels or, alternatively, the issuance of an owner’s policy of title insurance subject only to the
Permitted Exceptions (collectively, the “Seller Leased Parcels Documents”).
(b) 	At or before the Close of Escrow, Buyer shall fully execute and
deposit into Escrow (i) a Preliminary Change of Ownership Report for the Post-Closing Lease
Termination Parcels in the form specified by Kern County (the “Leased Parcels PCOR”), and (ii)
such other documents, resolutions, consents, and affidavits reasonably necessary or advisable to
effect the valid conveyance of the Post-Closing Lease Termination Parcels to Buyer, or its
designee, including, without limitation, as reasonably necessary for the modification of the Title
Policy to include the Post-Closing Lease Termination Parcels or, alternatively, the issuance of an
owner’s policy of title insurance subject only to the Permitted Exceptions (collectively, the “Buyer
Leased Parcels Documents”), together with cash in the amounts of such additional closing and
recording costs estimated by Escrow Holder related to the post-closing conveyance of the Post-
Closing Lease Termination Parcels.
(c) 	On or before the Leased Parcels Recording Date, Buyer shall deposit
with Escrow Holder, those amounts due Seller as reimbursement for costs incurred in effecting the
termination of the Residential Leases which amounts have not been previously reimbursed to
Seller.
(d) 	Within one (1) Business Day of the Leased Parcels Recording Date,
Escrow Agent shall (x) record the Leased Parcels Deed in the Official Records of Kern County
and file the Leased Parcels PCOR in Kern County and return the recorded Leased Parcels Deed to
Buyer, or its designee, with a conformed copy to Seller, and (y) deliver the Seller Leased Parcels
Documents to Buyer, and any Buyer Leased Parcels Documents to Seller, consistent with the
instructions as to similar documents in Section 10.4 above. 	Buyer shall be responsible for all
escrow charges associated with Escrow Agent’s obligations under this Section 32.
The Parties’ obligations pursuant to this Section 32 shall survive Closing and the recording of the
Deed through the recording of the Leased Parcels Deed.
33. 	Supersedes Prior Agreement. 	This Agreement supersedes and replaces in its
entirety that certain Purchase and Sale Agreement and Joint Escrow Instructions dated October 27,
2025, made by and between the Parties as to the Property.
SIGNATURES FOLLOW NEXT PAGE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as
of the date first above written.
SELLER: 	BUYER:
By: 	CORE FARMLAND FUND LLC
Lance Miller, solely in his capacity as 	a Delaware limited liability company
Court-appointed Receiver
By: IFC Core Farmland Fund, LP
Date of Execution: 	a Delaware limited partnership
its Sole Member
By: IFC Core Farmland Fund GP LLC
a Delaware general partnership
its general partner
By: _____________________________
Charles F.H. McNairy, Manager
Date of Execution:
Effective Date:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED
AREA IN COUNTY OF KERN, STATE OF CALIFORNIA AND IS DESCRIBED AS
FOLLOWS:
TRACT 1:
PARCEL 1: APN: 047-010-01
ALL THAT PORTION OF SECTION 2, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING WESTERLY OF THE WESTERLY RIGHT OF WAY OF THE AT&SF RAILROAD.
EXCEPTING 	THEREFROM 	1/2 	OF 	ALL 	CRUDE 	OIL, 	PETROLEUM, 	GAS, 	BREA,
ASPHALTUM AND ALL KINDRED SUBSTANCES AND OTHER MINERALS UNDER
AND IN SAID LAND AS RESERVED BY JOHN F. POOLE AND GERTRUDE REINHARD
POOLE, AS JOINT TENANTS, IN DEED RECORDED MARCH 21, 1960 IN BOOK 3250,
PAGE 624 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL REMAINING INTEREST IN AND TO ALL CRUDE
OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL KINDRED SUBSTANCES AND
OTHER MINERALS IN AND UNDER SAID LAND AS RESERVED BY CORNELIUS
VANDER DUSSEN, A MARRIED MAN, IN DEED RECORDED FEBRUARY 18, 1981 IN
BOOK 5352, PAGE 1894 OF OFFICIAL RECORDS.
PARCEL 2: APN: 047-040-06
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER AND THE SOUTHWEST
QUARTER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER AND THE
SOUTH HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES OR UNDERLYING SAID LAND, AS RESERVED BY JAMES P. GEORGE,
ET UX, RECORDED SEPTEMBER 4, 1980 IN BOOK 5311 PAGE 1382 OF OFFICIAL
RECORDS.
PARCEL 3: APN: 047-040-09
THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 25
SOUTH, 	RANGE 	24 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES 	OR 	UNDERLYING 	SAID 	LAND, 	AS 	RESERVED 	BY 	CALLON
PETROLEUM, A CALIFORNIA CORPORATION, IN DEED RECORDED SEPTEMBER 4,
1980 IN BOOK 5311 PAGE 1381 OF OFFICIAL RECORDS.
PARCEL 4: APN: 047-040-13
THE WEST HALF OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTHERLY ONE HUNDRED ACRES OF THE WEST
HALF OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE
AND MERIDIAN, AS GRANTED TO JEAN W. COFFMAN BY DEED RECORDED
FEBRUARY 27, 1970 IN BOOK 4371 PAGE 968 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	MINERALS, 	OIL, 	GAS, 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES 	WITHIN 	OR 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY CARL W. COFFMAN IN DEED RECORDED FEBRUARY 5, 1980 IN BOOK
5262 PAGE 1993 OF OFFICIAL RECORDS.
PARCEL 5: APN: 047-040-03
THE SOUTHEAST QUARTER OF SECTION 4, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 50% IN AND TO ALL OIL, GAS AND
HYDROCARBON AND ALL GAS, OIL AND OTHER HYDROCARBON RIGHTS UPON
AND UNDER SAID LAND, AS RESERVED BY R. W. GROBER AND S. VIRGINIA
GROBER, HIS WIFE, IN DEED DATED JUNE 25, 1952 AND RECORDED OCTOBER 27,
1952 IN BOOK 1998 PAGE 1 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 45% INTEREST IN AND TO ALL OIL,
GAS AND HYDROCARBONS AND ALL GAS, OIL AND OTHER HYDROCARBON
RIGHTS UPON AND UNDER SAID LAND, TOGETHER WITH ALL RIGHTS TO ENTER
THEREON AND TO USE SO MUCH OF THE SURFACE THAT MAY BE REASONABLE
FOR THE PURPOSE OF EXTRACTING THE SAME, AS RESERVED BY RALPH E.
CARPENTER AND JAN H. CARPENTER, IN DEED RECORDED SEPTEMBER 21, 1978 IN
BOOK 5141, PAGE 298 OF OFFICIAL RECORDS.
PARCEL 6:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE EAST 20 FEET
OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 25 SOUTH, RANGE 24
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
PARCEL 7: APN: 047-040-07
THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER 	AND 	THE 	NORTH 	HALF 	OF 	THE 	NORTHWEST 	QUARTER 	OF 	THE
NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP
25 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL MAP OR PLAT THEREOF.
TRACT 2:
PARCEL 1: APN: 069-320-04
LOTS 41 TO 48, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM
ALBERT DAINI AND SYLVIA DAINI, HUSBAND AND WIFE, RECORDED MAY 16, 1956,
IN BOOK 2608, PAGE 73 OF OFFICIAL RECORDS.
PARCEL 2: APN: 069-320-03
LOTS 49 TO 56, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT 1 / 2 OF ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM
A. F. HILDING, EXECUTOR OF THE LAST WILL AND TESTAMENT OF DAVID G.
BROWN, ALIAS, DECEASED, RECORDED MAY 27, 1955, IN BOOK 2431 PAGE 148 OF
OFFICIAL RECORDS.
ALSO EXCEPT AN UNDIVIDED 1/4TH INTEREST IN AND TO ALL OIL, HYDROCARBON
SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID LAND, AS RESERVED
IN DEED DATED DECEMBER 3, 1968, FROM HARLEY BARLING, ET AL, TO THE
SUPERIOR OIL COMPANY.
ALSO EXCEPT 1/8TH OF ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER OR WHICH MAY BE PRODUCED,
SAVED 	OR 	SOLD 	FROM 	SAID 	LAND, 	AS 	RESERVED 	BY 	THE 	SUPERIOR 	OIL

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
COMPANY, A NEVADA CORPORATION, IN DEED RECORDED DECEMBER 20, 1968, IN
BOOK 4227, PAGE 360 OF OFFICIAL RECORDS.
PARCEL 3: APN: 069-320-02
LOTS 73 TO 80, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM E. M.
ALEXANDER AND VIOLET C. ALEXANDER, HIS WIFE, RECORDED JANUARY 3, 1955,
IN BOOK 2345, PAGE 155 OF OFFICIAL RECORDS.
PARCEL 4: APN: 069-320-01
LOTS 81 TO 88, BOTH INCLUSIVE, OF TRACT NO. 1219 IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED JUNE 30,
1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
EXCEPT 1 / 2 OF ALL MINERALS, OIL AND GAS RIGHTS AS EXCEPTED IN DEED FROM
RAYMOND L. KING, RECORDED JANUARY 27, 1955, IN BOOK 2359 PAGE 88 OF
OFFICIAL RECORDS.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	1/4TH 	INTEREST 	IN 	AND 	TO 	ALL 	OIL, 	GAS,
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND, AS RESERVED IN DEED DATED DECEMBER 3, 1968, FROM HARLEY BARLING,
ET AL, TO THE SUPERIOR OIL COMPANY, RECORDED DECEMBER 20, 1968, IN BOOK
4227, PAGE 377 OF OFFICIAL RECORDS.
ALSO EXCEPT 1/8TH OF ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER OR WHICH MAY BE PRODUCED,
SAVED 	OR 	SOLD 	FROM 	SAID 	LAND, 	AS 	RESERVED 	BY 	THE 	SUPERIOR 	OIL
COMPANY, A NEVADA CORPORATION, IN DEED RECORDED DECEMBER 20, 1968, IN
BOOK 4227, PAGE 360 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-310-09
THE NORTHWEST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS,
AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN SPECIFIED OR
NOT, IN, WITHIN, OR UNDERLYING SAID LAND, AS RESERVED BY VICA COMPANY,
A CORPORATION IN DEED DATED APRIL 6, 1945, RECORDED MAY 7, 1945, IN BOOK
1252, PAGE 205 OF OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 6: APN: 069-310-12
THE SOUTHWEST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS
AND ALL OTHER MINERALS, WHETHER SIMILAR TO THESE THEREIN SPECIFIED OR
NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY VICA COMPANY,
A CORPORATION, IN DEED DATED APRIL 6, 1945, RECORDED MAY 7, 1945, IN BOOK
1252, PAGE 205, OF OFFICIAL RECORDS.
PARCEL 7: APN: 069-310-11
THE SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES, AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN
SPECIFIED OR NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY
VICA COMPANY, A CORPORATION IN DEED DATED APRIL 6, 1945, RECORDED MAY
7, 1945, IN BOOK 1252 PAGE 205 OF OFFICIAL RECORDS, UPON THE TERMS AND
PROVISIONS THEREIN CONTAINED.
PARCEL 8: APN: 069-310-10
THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES, AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN
SPECIFIED OR NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY
VICA COMPANY, A CORPORATION, IN DEED DATED APRIL 6, 1945, RECORDED MAY
7, 1945, IN BOOK 1252, PAGE 205 OF OFFICIAL RECORDS.
PARCEL 9: APN: 069-340-35
THE NORTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LANDS, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER 9,
1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL RECORDS,
UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE HEREIN.
PARCEL 10: APN: 069-340-34
THE SOUTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS
AND 	EGRESS 	FOR 	THE 	PURPOSES 	OF 	EXPLORATION 	AND 	DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER 9,
1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL RECORDS
UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE HEREIN.
PARCEL 11: APN: 069-340-23
THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 34, TOWNSHIP 27
SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 34; THENCE
WESTERLY ALONG THE NORTH LINE OF SAID SECTION A DISTANCE OF 1160.00
FEET; THENCE SOUTHERLY PARALLEL WITH THE EAST LINE OF THE WEST HALF
OF SAID SECTION, A DISTANCE OF 1502.07 FEET; THENCE EASTERLY PARALLEL
WITH THE NORTH LINE OF SAID SECTION, A DISTANCE OF 1160.00 FEET; THENCE
NORTHERLY ALONG THE EAST LINE OF THE WEST HALF OF SAID SECTION, A
DISTANCE OF 1502.07 FEET TO THE POINT OF BEGINNING.
PARCEL 12: APN: 069-340-24
THE NORTH HALF OF THE NORTHEAST QUARTER AND THE SOUTHEAST QUARTER
OF THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 23
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPT THE SOUTH 12 ACRES OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	ONE-HALF 	OF 	ALL 	PETROLEUM, 	OIL, 	GAS,
MINERALS, COAL AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID
LAND, 	AS 	RESERVED 	BY 	TITLE 	INSURANCE 	AND 	TRUST 	COMPANY, 	A

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
CORPORATION, IN THE DEED RECORDED NOVEMBER 13, 1953, IN BOOK 2149, PAGE
430 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM 49% OF ALL REMAINING OIL, GAS AND OTHER
MINERALS WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED
AND SAVED THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND
ASSIGNS SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE
SURFACE OF SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO PREVENT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING
OR CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER
SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND, SO AS
NOT TO DISTURB THE SURFACE THEREOF OR ANY IMPROVEMENTS THEREON AS
RESERVED IN DEED RECORDED AUGUST 29, 1979, IN BOOK 5224, PAGES 2478, 2482
AND 2487 OF OFFICIAL RECORDS.
PARCEL 13: APN: 069-340-02
THE EAST HALF OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT
DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS
AND 	EGRESS 	FOR 	THE 	PURPOSES 	OF 	EXPLORATION 	AND 	DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER 9,
1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL RECORDS,
UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE HEREIN.
ALSO EXCEPTING THEREFROM 4% OF ALL REMAINING OIL, GAS AND OTHER
MINERALS WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED
AND SAVED THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND
ASSIGNS SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE
SURFACE OF SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO PREVENT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING
OR CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER
SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND, SO AS
NOT TO DISTURB THE SURFACE THEREOF OR ANY IMPROVEMENTS THEREON, AS
RESERVED IN DEED RECORDED AUGUST 29, 1979, IN BOOK 5224, PAGES 2478, 2482
AND 2487 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM, 	ANY 	MOBILE 	HOME, 	TRAILER 	AND/OR
MANUFACTURED HOME LOCATED THEREON.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 14: APN: 069-340-25
THE 	SOUTH 	12 	ACRES 	OF 	THE 	SOUTHEAST 	QUARTER 	OF 	THE 	NORTHEAST
QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN DEED OF RECORD.
PARCEL 15: APN: 069-272-08
THE 	SOUTHEAST 	QUARTER 	OF 	THE 	NORTHWEST 	QUARTER 	OF 	SECTION 	8,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
AS PER THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING 	THEREFROM 	ALL 	PETROLEUM, 	GAS, 	ASPHALTUM, 	AND 	OTHER
HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN
SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM
SAID LAND, TOGETHER WITH ANY AND ALL EASEMENTS, RIGHTS OF WAY AND
SERVITUDES IN, UNDER, AND UPON SAID LAND, NECESSARY OR CONVENIENT (A)
TO 	EXPLORE, 	TEST, 	OR 	SURVEY 	SAID 	LAND 	BY 	GEOPHYSICAL 	OR 	OTHER
METHODS, WHETHER SIMILAR TO THOSE SPECIFIED OR NOT AND WHETHER NOW
KNOWN OR NOT, INCLUDING THE DRILLING OF SHALLOW HOLES THEREON, FOR
THE 	PURPOSES 	OF 	DETERMINING 	SUBSURFACE 	GEOLOGICAL 	CONDITIONS
UNDERLYING SAID LAND, (B) TO DRILL FOR, MINE FOR, PRODUCE, EXTRACT AND
TAKE 	ANY 	OF 	SAID 	MINERALS 	FROM 	SAID 	LAND 	AND 	FROM 	ADJACENT
PROPERTIES, (C) TO TREAT AND STORE ANY OF SAID MINERALS ON SAID LAND,
WHETHER PRODUCED FROM SAID LAND OR FROM ADJACENT PROPERTY, (D) TO
CONSTRUCT, USE, MAINTAIN, ERECT, REPLACE, CHANGE THE LOCATION OF ,
INCREASE THE NUMBER OF AND REMOVE IN, UNDER, ON AND FROM SAID LAND,
ALL PIPE LINES, POWER LINES, TELEPHONE AND TELEGRAPH LINES, ROADS,
TANKS, MACHINERY, DERRICKS, PLANTS, BUILDINGS, AND OTHER STRUCTURES
AND EQUIPMENT WHICH GRANTOR, ITS SUCCESSORS AND ASSIGNS, MAY DESIRE
IN CARRYING ON ANY OF SAID OPERATIONS WHICH GRANTOR, ITS SUCCESSORS
AND ASSIGNS, MAY DEEM NECESSARY IN THE EXERCISE OF THE RIGHTS HEREIN
RESERVED, (E) TO TAKE AND USE ON SAID LAND WATER APPURTENANT TO OR
DEVELOPED BY GRANTOR, ITS SUCCESSORS AND ASSIGNS, ON SAID LAND,
NECESSARY 	FOR 	SUCH 	OPERATIONS, 	AS 	RESERVED 	BY 	FULLERTON 	OIL
COMPANY, IN DEED RECORDED MARCH 4, 1944, IN BOOK 1186, PAGE 226 OF
OFFICIAL RECORDS.
PARCEL 16A: APN: 069-280-04 (PORTION)

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO 	MERIDIAN, IN THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLATS THEREOF.
EXCEPT THEREFROM THE WEST 425 FEET OF THE SOUTH 325 FEET THEREOF.
ALSO EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS
AND EGRESS, FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT THEREON,
AS RESERVED BY ELIZABETH GLIDE WILLIAMS, ET AL, IN DEED TO HARLEY
BARLING, ET UX, DATED JANUARY 30, 1951, RECORDED MARCH 5, 1951, IN BOOK
1779 PAGE 479, OF OFFICIAL RECORDS.
ALSO 	EXCEPT 	THE 	REMAINDER 	OF 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY JESSE M. BUTLER, ET UX, IN DEED TO
VERYL G. BOWLES, ET UX, DATED NOVEMBER 16, 1951, RECORDED JANUARY 23,
1953, IN BOOK 2029 PAGE 335 OF OFFICIAL RECORDS.
PARCEL 16B: APN: 069-280-04 (PORTION)
THE WEST 425 FEET OF THE SOUTH 325 FEET OF THE SOUTHWEST QUARTER OF THE
SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
ALSO EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS
AND EGRESS, FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT THEREON,
AS RESERVED BY ELIZABETH ELIDE WILLIAMS, ET AL, IN DEED TO HARLEY
BARLING, ET UX, DATED JANUARY 30, 1951, RECORDED MARCH 5, 1951, IN BOOK
1779 PAGE 479, OF OFFICIAL RECORDS.
ALSO 	EXCEPT 	THE 	REMAINDER 	OF 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY JESSE M. BUTLER, ET UX, IN DEED TO
VERYL G. BOWLES, ET UX, DATED NOVEMBER 16, 1951, RECORDED JANUARY 23,
1953, IN BOOK 2029 PAGE 335 OF OFFICIAL RECORDS.
PARCEL 17: APN: 069-310-21
THE 	SOUTHWEST 	QUARTER 	OF 	THE 	SOUTHEAST 	QUARTER 	OF 	SECTION 	20,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO 	MERIDIAN, IN THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND AS RESERVED BY L. & B.
PRODUCING AND DRILLING COMPANY, INCORPORATED, IN DEED RECORDED
APRIL 11, 1957, OF OFFICIAL RECORDS.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND AS RESERVED BY BOOKLAND
FARMS, A GENERAL PARTNERSHIP, IN DEED RECORDED SEPTEMBER 16, 1986, IN
BOOK 5916, PAGE 94, OF OFFICIAL RECORDS.
PARCEL 18: APN: 069-320-05
LOTS 33 TO 40, INCLUSIVE, LOTS 57 TO 72, INCLUSIVE, AND LOTS 89 TO 96,
INCLUSIVE, OF TRACT NO. 1219, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED JUNE 30, 1942, IN BOOK
5 PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT ALL PETROLEUM, GAS, ASPHALTUM, AND OTHER HYDROCARBONS AND
OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN SPECIFIED OR NOT,
WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM SAID LAND, AS
EXCEPTED 	AND 	RESERVED 	IN 	THE 	DEED 	FROM 	PACIFIC 	OIL 	AND 	GAS
DEVELOPMENT CORPORATION, A CORPORATION, DATED MAY 04, 1960, AND
RECORDED MAY 12, 1960, IN BOOK 3266 PAGE 626 OF OFFICIAL RECORDS.
PARCEL 19: APN: 069-330-02
LOTS 17 THROUGH 24, INCLUSIVE, OF TRACT 1219, IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP FILED JUNE 30, 1942,
IN BOOK 5 PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPT ALL OIL, GAS, OTHER HYDROCARBONS SUBSTANCES AND MINERALS
LYING IN AND UNDER SAID LAND AS RESERVED BY CALLON PETROLEUM
COMPANY, SUCCESSOR BY MERGER TO PACIFIC OIL AND GAS DEVELOPMENT
CORPORATION, 	A 	FORMER 	CALIFORNIA 	CORPORATION 	IN 	DEED 	RECORDED
OCTOBER 02, 1986, IN BOOK 5922, PAGE 915, INSTRUMENT NO. 042158, KERN
COUNTY OFFICIAL RECORDS.
PARCEL 20: APN: 069-340-26
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 34,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO 	MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLATS THEREOF.
EXCEPT 50% OF ALL CRUDE OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL
OTHER MINERALS AS RESERVED IN PREVIOUS DEED OF RECORD.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXCEPTING THEREFROM 49% OF ALL REMAINING OIL, GAS AND OTHER MINERALS
WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED
THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS
SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE SURFACE OF
SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED TO PREVENT
THE 	GRANTOR, 	HIS 	SUCCESSORS 	AND 	ASSIGNS 	FROM 	EXTRACTING 	OR
CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER
SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND, SO AS
NOT TO DISTURB THE SURFACE THEREOF OR ANY IMPROVEMENTS THEREON, AS
RESERVED IN DEEDS RECORDED AUGUST 29, 1979, IN BOOK 5224, PAGES 2478, 2482
AND 2487 OF OFFICIAL RECORDS.
PARCEL 21: APN: 087-080-46
THE SOUTHEAST QUARTER AND THE EAST HALF OF THE SOUTHWEST QUARTER
OF SECTION 8, TOWNSHIP 28 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLATS THEREOF.
EXCEPTING THEREFROM PARCEL 1 OF PARCEL MAP NO. 11231, RECORDED APRIL
4, 2006, IN BOOK 54 AT PAGES 178 AND 179 OF PARCEL MAPS, IN THE OFFICE OF THE
KERN COUNTY RECORDER.
SAID LAND IS ALSO SHOWN AS THE “DESIGNATED REMAINDER”, ON SAID PARCEL
MAP NO. 11231, AND WAS APPROVED AND DESCRIBED IN THE CONDITIONAL
CERTIFICATE OF COMPLIANCE NO. 2270, RECORDED APRIL 4, 2006, AS DOCUMENT
NO. 0206082470, OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL OF THE OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER AND THAT MAY BE PRODUCED FROM SAID LAND AS
CONVEYED TO CHARLES FLOYD WHITAKER, ET AL, BY DEED RECORDED MARCH
20, 1970, IN BOOK 4382 PAGE 528 OF OFFICIAL RECORDS AND BY DEED RECORDED
MAY 7, 1962 IN BOOK 3489 PAGE 344 OF OFFICIAL RECORDS.
PARCEL 22: APN: 069-272-05
THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS
PER THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING THEREFROM ALL THAT PORTION CONVEYED TO THE STATE OF
CALIFORNIA IN THE DEED RECORDED NOVEMBER 30, 1990, IN BOOK 6459, PAGE
1035 OF OFFICIAL RECORDS, AS DOCUMENT NO. 073509, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID SECTION;

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THENCE (1), ALONG THE NORTH LINE OF SAID SECTION, SOUTH 89° 09’ 35” EAST,
1320.80 FEET TO THE EAST LINE OF THE WEST HALF OF THE NORTHWEST QUARTER
OF SAID SECTION;
THENCE (2), ALONG SAID EAST LINE, SOUTH 1° 26’ 15” WEST, 50.00 FEET TO THE
SOUTH LINE OF THE NORTH 50 FEET OF SAID SECTION;
THENCE (3), ALONG SAID SOUTH LINE, NORTH 89° 09’ 35” WEST, 1274.74 FEET;
THENCE (4), SOUTH 58° 59’ 14” WEST, 18.95 FEET TO THE EAST LINE OF WEST 30
FEET OF SAID SECTION;
THENCE (5), ALONG THE EAST LINE OF THE WEST 30 FEET OF SAID SECTION SOUTH
1° 22’ 37” WEST, 50.46 FEET;
THENCE (6), NORTH 88° 37’ 23” WEST, 30.00 FEET TO THE WEST LINE OF SAID
SECTION;
THENCE (7), ALONG SAID WEST LINE, NORTH 1° 22’ 37” EAST, 110.18 FEET TO THE
POINT OF BEGINNING.
EXCEPTING 	THEREFROM 	ALL 	PETROLEUM, 	GAS, 	ASPHALTUM, 	AND 	OTHER
HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN
SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM
SAID LAND, TOGETHER WITH ANY AND ALL EASEMENTS, RIGHTS OF WAY AND
SERVITUDES IN, UNDER, AND UPON SAID LAND, NECESSARY OR CONVENIENT (A)
TO 	EXPLORE, 	TEST, 	OR 	SURVEY 	SAID 	LAND 	BY 	GEOPHYSICAL 	OR 	OTHER
METHODS, WHETHER SIMILAR TO THOSE SPECIFIED OR NOT AND WHETHER NOW
KNOWN OR NOT, INCLUDING THE DRILLING OF SHALLOW HOLES THEREON, FOR
THE 	PURPOSES 	OF 	DETERMINING 	SUBSURFACE 	GEOLOGICAL 	CONDITIONS
UNDERLYING SAID LAND, (B) TO DRILL FOR, MINE FOR, PRODUCE, EXTRACT AND
TAKE 	ANY 	OF 	SAID 	MINERALS 	FROM 	SAID 	LAND 	AND 	FROM 	ADJACENT
PROPERTIES, (C) TO TREAT AND STORE ANY OF SAID MINERALS ON SAID LAND,
WHETHER PRODUCED FROM SAID LAND OR FROM ADJACENT PROPERTY, (D) TO
CONSTRUCT, USE, MAINTAIN, ERECT, REPLACE, CHANGE THE LOCATION OF,
INCREASE THE NUMBER OF AND REMOVE IN, UNDER, ON AND FROM SAID LAND,
ALL PIPE LINES, POWER LINES, TELEPHONE AND TELEGRAPH LINES, ROADS,
TANKS, MACHINERY, DERRICKS, PLANTS, BUILDINGS, AND OTHER STRUCTURES
AND EQUIPMENT WHICH GRANTOR, ITS SUCCESSORS AND ASSIGNS, MAY DESIRE
IN CARRYING ON ANY OF SAID OPERATIONS WHICH GRANTOR, ITS SUCCESSORS
AND ASSIGNS, MAY DEEM NECESSARY IN THE EXERCISE OF THE RIGHTS HEREIN
RESERVED, (E) TO TAKE AND USE ON SAID LAND WATER APPURTENANT TO OR
DEVELOPED BY GRANTOR, ITS SUCCESSORS AND ASSIGNS, ON SAID LAND,
NECESSARY 	FOR 	SUCH 	OPERATIONS, 	AS 	RESERVED 	BY 	FULLERTON 	OIL
COMPANY, IN DEED RECORDED MARCH 4, 1944, IN BOOK 1186, PAGE 226 OF
OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALL RIGHT TO ENTER UPON THE SURFACE OR ANY PORTION TO A DEPTH OF 100
FEET FROM THE SURFACE FOR THE PURPOSE OF EXPLORING FOR, EXTRACTING,
REMOVING, MINING FOR OR IN ANY WAY OBTAINING ANY MINERALS OR OTHER
SUBSTANCES WAS RELINQUISHED BY DEED RECORDED NOVEMBER 30, 1990, IN
BOOK 6459, PAGE 1035 OF OFFICIAL RECORDS.
TRACT 3:
PARCEL 1: APN: 058-292-05
PARCEL A OF PARCEL MAP WAIVER NO. 5-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED AUGUST 28, 2017 AS DOCUMENT NO. 217115585 OF
OFFICIAL RECORDS OF KERN COUNTY, BEING A PORTION OF THE NORTHWEST
QUARTER OF SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST, MOUNT DIABLO
BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN, STATE
OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THE WEST HALF OF SAID NORTHWEST QUARTER.
EXCEPTING THEREFROM THE INTEREST IN THE WEST 30 FEET THEREOF AS
CONVEYED TO THE COUNTY OF KERN, STATE OF CALIFORNIA, FOR THE USE AND
PURPOSE OF A PUBLIC HIGHWAY BY DEED RECORDED OCTOBER 25, 1921 IN BOOK
370, PAGE 483 OF DEEDS.
ALSO EXCEPTING THEREFROM ALL OF THE MINERALS INCLUDING OIL, GAS,
ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES IN OR UNDERLYING SAID
PREMISES, WHETHER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED, AND
RIGHT TO PROSPECT FOR, MINE AND REMOVE THE SAME, WITH FULL POWER OF
INGRESS AND EGRESS FOR THESE PURPOSES, AND RIGHT TO DO ON AND IN
PROPERTY ABOVE DESCRIBED, WHATEVER MAY BE REASONABLY NECESSARY
FOR FULL ENJOYMENT AND EXERCISE OF PROPERTY AND RIGHTS AS RESERVED
BY ARTHUR S. CRITES AND NELLIE L. CRITES, HIS WIFE, AND CHARLES B.
WEBSTER AND HAZEL E. WEBSTER, HIS WIFE, IN DEED RECORDED MARCH 4, 1962
IN BOOK 1909, PAGE 344 AS DOCUMENT NO. 10863 OF OFFICIAL RECORDS.
PARCEL 2: APN: 058-291-40
PARCEL 2 OF PARCEL MAP WAIVER NO. 1-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED JULY 5, 2017 AS DOCUMENT NO. 217086341 OF
OFFICIAL 	RECORDS 	OF 	KERN 	COUNTY, 	BEING 	THE 	NORTH 	HALF 	OF 	THE
SOUTHWEST QUARTER OF SECTION 26, TOWNSHIP 26 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY
OF KERN, STATE OF CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY REGINA M.
WATROUS, ET AL, IN DEED RECORDED JULY 20, 1977, IN BOOK 5042, PAGE 50 AS
DOCUMENT NO. 05579 OF OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 3: APN: 058-292-23
PARCEL 2 OF PARCEL MAP WAIVER NO. 3-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED AUGUST 16, 2017 AS DOCUMENT NO. 217107678 OF
OFFICIAL RECORDS OF KERN COUNTY, BEING THE NORTHEAST QUARTER OF
SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, 	IN 	THE 	UNINCORPORATED 	AREA, 	COUNTY 	OF 	KERN, 	STATE 	OF
CALIFORNIA.
EXCEPTING THEREFROM ALL MINERALS AND MINERAL RIGHTS OF ANY KIND AND
DESCRIPTION INCLUDING, BUT NOT LIMITED TO OIL, OIL RIGHTS, NATURAL GAS,
NATURAL 	GAS 	RIGHTS, 	AND 	OTHER 	HYDROCARBON 	SUBSTANCES 	BY
WHATSOEVER 	NAME 	KNOWN 	WITHIN 	OR 	BENEATH 	THE 	LANDS 	ABOVE
DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT TO DRILL, MINE, EXPLORE,
PRODUCE AND REMOVE SAID MINERALS FROM, OR TO INJECT AND STORE SAID
MINERALS IN, SAID LAND OR OTHER LANDS, TO WHIPSTOCK OR DIRECTIONALLY
DRILL, BORE AND MINE FROM OTHER LAND INTO, THROUGH OR ACROSS THE
SUBSURFACE 	OF 	SAID 	LAND 	AND 	TO 	BOTTOM 	SUCH 	WHIPSTOCKED 	OR
DIRECTIONALLY DRILLED WELLS, ADITS, TUNNELS AND SHAFTS UNDER OR
BEYOND THE BOUNDARIES OF SAID LAND AND TO REDRILL, RETUNNEL, EQUIP,
MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES AND TO
INJECT, STORE, AND REMOVE MINERALS AND WATER NOT PRODUCED FROM SAID
LAND INTO OR FROM THE SUBSURFACE OF SAID LAND AND OTHER LANDS, AS
RESERVED BY GETTY OIL COMPANY IN DEED RECORDED NOVEMBER 23, 1973 IN
BOOK 4813, PAGE 2220 AS DOCUMENT NO. 36888 OF OFFICIAL RECORDS.
PARCEL 4: APN: 058-292-09
THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE INTEREST IN THE WEST 30 FEET THEREOF AS
CONVEYED TO THE COUNTY OF KERN, STATE OF CALIFORNIA, FOR THE USE AND
PURPOSE OF A PUBLIC HIGHWAY BY DEED RECORDED OCTOBER 25, 1921 IN BOOK
370, PAGE 483 OF DEEDS.
ALSO EXCEPTING THEREFROM FROM THE WEST HALF THEREOF, ALL OIL, GAS,
MINERALS AND OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING
SAID LAND, AS RESERVED BY AUSTIN WALDRON AND SARAH WALDRON, HIS
WIFE, IN DEED RECORDED NOVEMBER 4, 1948 IN BOOK 1529, PAGE 236 OF OFFICIAL
RECORDS.
ALSO EXCEPTING THEREFROM FROM THE EAST HALF THEREOF ALL OF THE
MINERALS, 	INCLUDING 	OIL, 	GAS, 	ASPHALTUM 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN OR UNDERLYING SAID PREMISES, AS RESERVED BY ARTHUR S.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
CRITES, ET AL, IN DEED RECORDED MARCH 4, 1952 IN BOOK 1909, PAGE 342 AS
DOCUMENT NO. 10862 OF OFFICIAL RECORDS.
PARCEL 5: APN: 059-243-03
THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 4, TOWNSHIP 26
SOUTH, 	RANGE 	24 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES, 	AS 	CONVEYED 	TO 	FIVE 	POINTS 	PROPERTIES, 	A 	GENERAL
PARTNERSHIP, IN DEED RECORDED APRIL 5, 1968 IN BOOK 4147, PAGE 731 AS
DOCUMENT NO. 19760 OFFICIAL RECORDS.
TRACT 4:
PARCEL 1: APN: 059-010-19
THE SOUTHWEST QUARTER OF SECTION 10, TOWNSHIP 26 SOUTH, RANGE 23 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTH 200 FEET THEREOF, AS CONVEYED TO THE
COUNTY OF KERN IN THE DEEDS RECORDED FEBRUARY 1, 1963, IN BOOK 3571,
PAGES 309, 310, 311, 312 & 313 OF OFFICIAL RECORDS, AS DOCUMENT NOS. 7362,
7363, 7364, 7365 & 7366.
EXCEPTING THEREFROM AN UNDIVIDED 1/4 INTEREST OF ALL MINERALS, OIL AND
GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY AS
RESERVED BY KENDALL W. KNIGHTS, TRUSTEE UNDER THE WILL OF BEVERLY
BOYLE KNIGHT IN DEED RECORDED OCTOBER 9, 1981, IN BOOK 5410, PAGE 539,
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/4 INTEREST OF ALL MINERAL, OIL
AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY
AS RESERVED BY LOUIS M. BOYLE, JR., IN DEED RECORDED OCTOBER 9, 1981, IN
BOOK 5410, PAGE 541, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST OF ALL MINERAL, OIL
AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY
AS RESERVED BY MARION E. JENKS, A MARRIED MAN, IN DEED RECORDED
OCTOBER 9, 1981, IN BOOK 5410, PAGE 542, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST OF ALL MINERAL, OIL
AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY
AS RESERVED BY JONATHAN E. BOYLE, A MARRIED MAN, IN DEED RECORDED
OCTOBER 9, 1981, IN BOOK 5410, PAGE 544, OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 OF ALL OIL, GAS AND OTHER
MINERALS IN THE MINERAL DEED RECORDED AUGUST 10, 2011, INSTRUMENT NO.
0211101761, OFFICIAL RECORDS.
PARCEL 2: APN: 059-070-01
THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 15, TOWNSHIP 26
SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND
MINERALS LYING IN AND UNDER SAID LAND, AS RESERVED IN DEED RECORDED
OCTOBER 2, 1986 IN BOOK 5922, PAGE 915 OF OFFICIAL RECORDS OF SAID COUNTY.
PARCEL 3: APN: 069-230-05
THE NORTH HALF OF SECTION 26, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTHERLY 190 FEET OF SAID LAND, AS CONVEYED
TO BUTTONWILLOW IMPROVEMENT DISTRICT OF SEMITROPIC WATER STORAGE
DISTRICT, IN THE FINAL ORDER OF CONDEMNATION, RECORDED APRIL 3, 1975, IN
BOOK 4889, PAGE 1591, OF OFFICIAL RECORDS, AS DOCUMENT NO. 22532.
ALSO EXCEPTING THEREFROM ALL OIL AND GAS IN THE LANDS SO PATENTED,
AND TO IT, OR PERSONS AUTHORIZED BY IT, THE RIGHT TO PROSPECT FOR, MINE,
AND REMOVE SUCH DEPOSITS FROM THE SAME UPON COMPLIANCE WITH THE
CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF
JULY 17, 1914 (38 STAT. 509) THIS ENTRY IS MADE UNDER SECTION 29 OF THE ACT
OF FEBRUARY 25, 1920 (41 STAT., 437) AND THE PATENT IS ISSUED SUBJECT TO THE
RIGHTS OF PRIOR PERMITTEES OR LESSEES TO USE SO MUCH OF THE SURFACE OF
SAID 	LANDS, 	AS 	IS 	REQUIRED 	FOR 	MINING 	OPERATIONS, 	WITHOUT
COMPENSATION TO THE PATENTEE FOR DAMAGES RESULTING FROM PROPER
MINING OPERATIONS., ALL AS RESERVED BY THE UNITED STATES OF AMERICA IN
THE PATENT RECORDED MAY 9, 1928, IN BOOK 248, PAGE 117 OF OFFICIAL
RECORDS, AS DOCUMENT NO. 9080.
PARCEL 4: APN: 069-230-07
THE SOUTHWEST QUARTER OF SECTION 26, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, AS PER THE OFFICIAL PLAT THEREOF
ON FILE IN THE OFFICE OF THE SURVEYOR GENERAL.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXCEPTING 	THEREFROM 	THAT 	PORTION 	OF 	SAID 	LAND 	LYING 	WITHIN
INTERSTATE 5 AS CONVEYED TO THE STATE OF CALIFORNIA, IN THE DEED
RECORDED DECEMBER 23, 1964, IN BOOK 3797 PAGE 446, OF OFFICIAL RECORDS.
EXCEPTING ALL OIL, GAS, HYDROCARBONS AND MINERALS IN OR UNDER SAID
LAND, WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE
PURPOSE OF DEVELOPING OR PRODUCING SAME SUBJECT TO REASONABLE
COMPENSATION TO GRANTEE FOR SUCH RIGHT OF ENTRY AND/OR SURFACE USE,
RESERVED IN GRANT DEED RECORDED APRIL 4, 2006 AS INSTRUMENT NO.
0206081859 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-230-20
THE NORTHWEST QUARTER AND THE EAST HALF OF THE SOUTHWEST QUARTER
OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THOSE TWO CERTAIN PARCELS OF LAND CONVEYED TO
MILLER & LUX INC. BY DEED RECORDED DECEMBER 28, 1915, IN BOOK 304, PAGE
166, OF DEEDS, DESCRIBED AS FOLLOWS:
PARCEL A:
BEGINNING AT THE QUARTER SECTION CORNER BETWEEN SECTIONS 33 AND 34,
TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN;
THENCE NORTH 1° 20’ EAST A DISTANCE OF 250 FEET; THENCE SOUTH 35° 30’ EAST
310 FEET TO THE QUARTER SECTION LINE OF SAID SECTION 34; THENCE NORTH 89°
40’ WEST 175 FEET TO THE POINT OF BEGINNING.
PARCEL B:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 27 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN; THENCE NORTH 88° 40’
EAST 1,320 FEET TO 1/8TH CORNER BEING POINT OF BEGINNING; THENCE NORTH
0° 45’ WEST 570 FEET; THENCE SOUTH 27° 15’ EAST 635 FEET TO THE SOUTH LINE
OF SECTION 34; THENCE SOUTH 88° 40’ WEST 285 FEET TO POINT OF BEGINNING.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	THE 	OIL 	AND 	GAS 	IN 	THE 	LANDS 	SO
PATENTED, THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS
FROM THE SAME UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO
THE PROVISIONS AND LIMITATIONS OF THE ACT OF JULY 17, 1914 (38 STAT. 509) AS
RESERVED BY THE UNITED STATES OF AMERICA IN PATENTS RECORDED MARCH
19, 1919, IN BOOK 19, PAGE 444 AND BOOK 19, PAGE 445 OF PATENTS.
PARCEL 6: APN: 069-230-21

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA BY DEED RECORDED MAY 12, 1965, IN BOOK 3839, PAGE 154, OF
OFFICIAL RECORDS, AS DOCUMENT NO. 25609, DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27
SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 34, SAID NORTHEAST
CORNER BEING AT COORDINATES Y=747 159.30 FEET AND X=1 529 752.10 FEET;
THENCE ALONG THE EAST LINE OF SAID SECTION SOUTH 1° 12’ 15” WEST 106.17
FEET; THENCE ALONG A LINE PARALLEL WITH AND 104 FEET SOUTHWESTERLY
MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE DEPARTMENT OF
PUBLIC WORKS SURVEY FROM ROUTES 57 (NOW ROUTE 166) TO KINGS COUNTY
LINE, ROAD VI-KER-238-B (NOW VI-KER-5) NORTH 40° 46’ 00” WEST 140.76 FEET TO
THE NORTH LINE OF SAID SECTION; THENCE ALONG SAID NORTH LINE SOUTH 89°
43’ 20” EAST 91.15 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945, IN BOOK 1252, PAGE 28, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME AS GRANTED TO ALAN B. BOWEN BY DEED RECORDED FEBRUARY 8, 1952,
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING SAME,
AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED RECORDED
FEBRUARY 8, 1952 IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 7: APN: 069-230-22
THE SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 1/2% INTEREST IN FEE, IN AND TO ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND
UNDER THE ABOVE DESCRIBED PROPERTY OR RECOVERABLE THEREON AND
THEREFROM, AS RESERVED IN THE DEED RECORDED APRIL 17, 1945, IN BOOK 1252,
PAGE 28, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 8: APN: 069-230-55
THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 34,
LYING EASTERLY OF THE CENTERLINE OF THE EAST SIDE CANAL, IN TOWNSHIP
27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND
MINERALS 	WITHIN 	OR 	UNDERLYING 	SAID 	LAND, 	AS 	EXCEPTED 	BY 	JOHN
CORNELIUS O’BRIEN AND LAWRENCE TERRENCE O’BRIEN IN DEED RECORDED
MAY 6, 1974, IN BOOK 4839, PAGE 888, OF OFFICIAL RECORDS.
PARCEL 9: APN: 069-230-36
ALL THAT PORTION OF SECTION 35, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN
PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED TO THE STATE OF
CALIFORNIA RECORDED MARCH 1, 1966, IN BOOK 3923, PAGE 663, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE
GENERALITY 	OF 	THE 	FOREGOING, 	ALL 	OIL, 	GAS, 	NATURAL 	GAS 	AND
HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN
SOLUTION AND SAND, GRAVEL AND AGGREGATES AND PRODUCTS DERIVED

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THEREFROM TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID
GRANTEE, ITS SUCCESSORS AND ASSIGNS, OF INGRESS AND EGRESS IN, UPON OR
OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE
SUCH USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR
USEFUL IN CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING,
BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING,
OPEN PIT MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS,
WAYS, PIPELINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES
AS CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965,
IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 10: APN: 086-010-03
THE NORTH HALF OF THE SOUTHWEST QUARTER, SOUTHEAST QUARTER OF THE
SOUTHWEST QUARTER AND THE SOUTHEAST QUARTER OF FRACTIONAL SECTION
2, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE 	UNINCORPORATED 	AREA 	COUNTY 	OF 	KERN, 	STATE 	OF 	CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING TO THE STATE OF CALIFORNIA ALL OIL, SHALE, COAL, PHOSPHATE,
SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID
LANDS (EXCEPTING ALL OIL AND GAS) AND FURTHER RESERVING TO THE STATE
OF CALIFORNIA, AND PERSONS AUTHORIZED BY THE STATE, THE RIGHT TO
PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF MINERALS FROM SAID
LANDS (EXCEPTING ALL OIL AND GAS), AND TO OCCUPY AND USE SO MUCH OF
THE 	SURFACE 	OF 	SAID 	LANDS 	AS 	MAY 	BE 	REQUIRED 	THEREFORE, 	UPON
COMPLIANCE WITH THE CONDITIONS AND
SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION
6 OF THE PUBLIC RESOURCES CODE, AS PER PATENT FROM THE STATE OF
CALIFORNIA RECORDED MAY 23, 1956, IN BOOK 2611 PAGE 517 OF OFFICIAL
RECORDS.
EXCEPTING TO THE UNITED STATES OF AMERICA ALL OIL AND GAS IN THE LAND,
AND TO IT, OR PERSONS AUTHORIZED BY IT, THE RIGHT TO PROSPECT FOR, MINE
AND REMOVE SUCH DEPOSITS FROM THE SAME UPON COMPLIANCE WITH THE
CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF
JULY 17, 1914 (38 STAT. 509), AS PER PATENT FROM THE STATE OF CALIFORNIA,
RECORDED MAY 23, 1956, IN BOOK 2611 PAGE 517 OF OFFICIAL RECORDS.
PARCEL 11: APN: 086-010-08
ALL THAT PORTION OF SECTION 1, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED TO THE STATE OF
CALIFORNIA RECORDED APRIL 6, 1966, IN BOOK 3934, PAGE 572, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE
GENERALITY 	OF 	THE 	FOREGOING, 	ALL 	OIL, 	GAS, 	NATURAL 	GAS 	AND
HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN
SOLUTION AND SAND, GRAVEL AND AGGREGATES AND PRODUCTS DERIVED
THEREFROM TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID
GRANTEE, ITS SUCCESSORS AND ASSIGNS OF INGRESS AND EGRESS IN, UPON OR
OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE
SURF USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR
USEFUL IN CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING,
BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING,
OPEN PIT MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS,
WAYS, PIPELINES, POLELINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES,
AS CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965,
IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 12: APN: 086-010-11
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTH LINE OF SAID SECTION SAID POINT BEARS
NORTH 89° 22’ 40” WEST 661.32 FEET FROM THE NORTHEAST CORNER OF SAID
SECTION SAID NORTHEAST CORNER BEING AT COORDINATES Y=741 794.74 FEET
AND X=1 534 938.55 FEET; THENCE ALONG A LINE PARALLEL WITH AND 104 FEET
SOUTHWESTERLY MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE
DEPARTMENT OF PUBLIC WORKS SURVEY FROM ROUTE 57 (NOW ROUTE 166) TO
THE KINGS COUNTY LINE, ROAD VI-KER-238-B (NOW 06-KER-5) SOUTH 40° 46’ 00”
EAST 32.14 FEET; THENCE SOUTH 82° 13’ 16” WEST 313.57 FEET; THENCE NORTH 71°
25’ 46” WEST 226.90 FEET TO SAID NORTH LINE; THENCE ALONG SAID NORTH LINE
SOUTH 89° 22’ 40” EAST 504.82 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945 IN BOOK 1252, PAGE 29 OF OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME, AS GRANTED TO ALAN B. BOWEN, BY DEED RECORDED FEBRUARY 8, 1952,
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING SAME,
AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED RECORDED
FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	OIL, 	OIL 	RIGHTS, 	MINERALS, 	MINERAL
RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY
WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF
LAND HEREINABOVE DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF
DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND REMOVING
THE SAME FROM SAID LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO
WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN
THOSE HEREINABOVE DESCRIBED OIL OR GAS WELL, TUNNELS AND SHAFTS INTO,
THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED
AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS,
TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS
THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND
OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL,
MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET
OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED OR OTHERWISE IN
SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE
CONSTRUCTED ON SAID LANDS, AS EXCEPTED IN DEED FROM MILHAM FARMS,
INC., RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF OFFICIAL RECORDS.
PARCEL 13: APN: 086-010-18
PARCEL 	B 	OF 	LOT 	LINE 	ADJUSTMENT 	NO. 	69-98 	AS 	PER 	CERTIFICATE 	OF
COMPLIANCE RECORDED MARCH 3, 1999, AS INSTRUMENT NO. 0199030694, OF
OFFICIAL 	RECORDS, 	BEING 	THE 	EAST 	HALF 	OF 	THE 	EAST 	HALF 	OF 	THE
NORTHEAST QUARTER AND THE EAST HALF OF THE WEST HALF OF THE EAST
HALF OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH, RANGE
22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA
OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA, BY DEED RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945 IN BOOK 1252, PAGE 29 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME AS GRANTED TO ALLAN B. BOWEN BY DEED RECORDED FEBRUARY 8, 1952
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING SAME,
AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED RECORDED
FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 14: APN: 086-010-19
PARCEL 	A 	OF 	LOT 	LINE 	ADJUSTMENT 	NO. 	69-98 	AS 	PER 	CERTIFICATE 	OF
COMPLIANCE RECORDED MARCH 3, 1999, AS INSTRUMENT NO. 0199030694, OF
OFFICIAL RECORDS, BEING THE NORTHWEST QUARTER, THE WEST HALF OF THE
NORTHEAST QUARTER, AND THE WEST HALF OF THE WEST HALF OF THE EAST
HALF OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH, RANGE
22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA
OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA, BY DEED RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.
EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 3% OF ALL OIL, GAS
AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER THE
ABOVE 	DESCRIBED 	PROPERTY, 	AS 	RESERVED 	BY 	MERCHANTS 	HOLDING
CORPORATION LTD. IN DEED RECORDED APRIL 17, 1945 IN BOOK 1252, PAGE 29, OF
OFFICIAL RECORDS.
ALSO EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 23 1/2% OF ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR
UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING
AND REMOVING THE SAME AS GRANTED TO ALAN B. BOWEN BY DEED RECORDED
FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 23 1/2% OF ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR
UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM
WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING
AND REMOVING SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN,
BY DEED RECORDED FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM AN UNDIVIDED 1/2% INTEREST IN AND TO ALL OIL, GAS
AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER THE
DESCRIBED 	PROPERTY 	OR 	RECOVERABLE 	THEREON 	AND 	THEREFROM, 	AS
RESERVED IN THE DEED RECORDED APRIL 17, 1945, IN BOOK 1252, PAGE 28, OF
OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 15: APN: 086-020-03
GOVERNMENT LOTS 1 AND 2 OF THE NORTHEAST QUARTER OF FRACTIONAL
SECTION 3, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST HEREAFTER UPON, WITHIN OR
UNDERLYING 	THE 	HEREINAFTER 	DESCRIBED 	PROPERTY 	OR 	THAT 	MAY 	BE
PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE GENERALITY OF THE
FOREGOING, ALL OIL, GAS, NATURAL GAS AND HYDROCARBON SUBSTANCES,
GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION AND SAND, GRAVEL
AND AGGREGATES AND PRODUCTS DERIVED THEREFROM TOGETHER WITH THE
EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS SUCCESSORS AND
ASSIGNS, OF INGRESS AND EGRESS IN, UPON OR OVER SAID PROPERTY TO
EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP, SAVE, CONVEY, STORE,
REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE SUCH USE OF SAID
PROPERTY 	AND 	THE 	SURFACE 	THEREOF 	AS 	IS 	NECESSARY 	OR 	USEFUL 	IN
CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING, BORING,
DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING, OPEN PIT
MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS, WAYS,
PIPELINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES AS

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965, IN
BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 16: APN: 086-020-10
ALL THAT PORTION OF THE NORTH HALF OF SECTION 3, TOWNSHIP 28 SOUTH,
RANGE 22 EAST MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
PARCEL 1:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF
SECTION 3; THENCE SOUTH 0° 32’ WEST 1,319.80 FEET TO THE NORTHWEST CORNER
OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 3
SAID POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE
NORTH 89° 18’ EAST A DISTANCE OF 1,320.10 FEET TO THE NORTHEAST CORNER OF
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 3; THENCE
SOUTH 0° 32’ WEST A DISTANCE OF 1,320.0 FEET; THENCE NORTH 89° WEST A
DISTANCE OF 857.60 FEET TO A POINT ON THE CENTERLINE OF THE EAST SIDE
CANAL; THENCE ALONG SAID CENTERLINE NORTH 48° 16’ WEST A DISTANCE OF
432.30 	FEET; 	THENCE 	NORTH 	38° 	27’ 	WEST 	AND 	CONTINUING 	ALONG 	SAID
CENTERLINE OF SAID CANAL TO A POINT ON THE WEST LINE OF THE NORTHEAST
QUARTER OF SECTION 3; THENCE NORTH 0° 32’ EAST AND ALONG SAID WEST LINE
TO THE TRUE POINT OF BEGINNING.
PARCEL 2:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF SAID
SECTION 3; THENCE ALONG THE NORTHERLY BOUNDARY OF SAID SECTION
SOUTH 89° 45’ WEST 1,069.10 FEET TO A POINT ON THE CENTERLINE OF THE EAST
SIDE CANAL; THENCE ALONG SAID CENTERLINE SOUTH 25° 27’ EAST 2,290.50 FEET;
THENCE CONTINUING ALONG SAID CENTERLINE IN A GENERAL SOUTHEASTERLY
DIRECTION TO THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 3;
THENCE ALONG SAID WEST LINE NORTH 0° 23’ EAST TO THE NORTHWEST CORNER
OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 3;
THENCE CONTINUING NORTH 0° 32’ EAST A DISTANCE OF 1,319.80 FEET TO THE
POINT OF BEGINNING.
EXCEPTING THEREFROM BOTH PARCELS 1 AND 2, 83-1/3% OF ALL MINERALS, OIL,
GAS, PETROLEUM AND HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING
SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM: HOWEVER,
THE GRANTORS HEREIN, THEIR SUCCESSORS AND ASSIGNS SHALL NOT CONDUCT
DRILLING OR OTHER OPERATIONS UPON THE SURFACE OF SAID LAND BUT
NOTHING HEREIN CONTAINED SHALL BE DEEMED TO PREVENT SAID GRANTORS,
THEIR SUCCESSORS AND ASSIGNS FROM EXTRACTING OR CAPTURING SAID
MINERALS, OIL, GAS, PETROLEUM AND HYDROCARBON SUBSTANCES FROM THE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
HEREIN DESCRIBED LAND BY DRILLING ON ADJACENT OR NEIGHBORING LANDS
AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER SAID
LANDS AT A DEPTH OF 500 FEET OR MORE BELOW THE SURFACE THEREOF, AS
RESERVED IN THE QUITCLAIM DEED RECORDED JANUARY 16, 1974, IN BOOK 4821,
PAGE 1223, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 17: APN: 086-100-28
ALL THAT PORTION OF PARCEL 3 OF PARCEL MAP 7799, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE MAP
THEREOF RECORDED AUGUST 22, 1986, IN BOOK 33, PAGE 134 OF PARCEL MAPS,
KERN 	COUNTY 	RECORDS, 	DESCRIBED 	AS 	PARCEL 	A 	IN 	THAT 	CERTAIN
CERTIFICATE OF COMPLIANCE RECORDED FEBRUARY 7, 1990 IN BOOK 6344, PAGE
537, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 3 OF PARCEL MAP 7799;
THENCE SOUTH 00° 44’ 00” WEST ALONG THE EASTERLY LINE OF PARCEL 3 OF SAID
PARCEL MAP, 3,874.95 FEET TO THE SOUTHEAST CORNER OF THE NORTH HALF OF
THE SOUTHEAST QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN; THENCE SOUTH 88° 39’ 59” WEST ALONG
THE SOUTH LINE OF SAID NORTH HALF OF THE SOUTHEAST QUARTER 1,412.76
FEET TO A POINT ON THE CENTERLINE OF EAST SIDE CANAL AS SHOWN ON SAID
PARCEL MAP 7799 RECORDED IN BOOK 33, PAGE 134 OF PARCEL MAPS, KERN
COUNTY RECORDS; THENCE NORTH 28° 56’ 00” WEST ALONG SAID CENTERLINE
121.85 FEET; THENCE NORTH 22° 17’ 00” WEST 319.20 FEET; THENCE NORTH 16° 05’
00” WEST 1,357.20 FEET; THENCE NORTH 21° 58’ 00” WEST 457 FEET; THENCE NORTH
30° 18’ 00” WEST 307 FEET; THENCE NORTH 34° 10’ 00” WEST 202.80 FEET; THENCE
DEPARTING FROM SAID CENTERLINE SOUTH 89° 29’ 00” WEST 198.30 FEET; THENCE
NORTH 00° 43’ 00” EAST TO A POINT ON SAID CENTERLINE 279.32 FEET; THENCE
NORTH 35° 04’ 00” WEST 407.94 FEET; THENCE NORTH 44° 48’ 00” WEST 737.50 FEET;
THENCE NORTH 70° 21’ 00” WEST 503.72 FEET, MORE OR LESS, TO A POINT ON THE
NORTHERLY LINE OF SAID PARCEL 3; THENCE NORTH 89° 24’ 00” EAST ALONG SAID
NORTHERLY LINE 3,881.13 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES
IN AND UNDER THAT PORTION OF SAID LAND LYING WITHIN THE SOUTHEAST
QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO
BASE AND MERIDIAN, AND THE RIGHT TO REMOVE THE SAME, AS RESERVED BY
F.G. DRUMM AND D.M. DRUMM, HUSBAND AND WIFE AND M.A. BARDENSTEIN, A
SINGLE WOMAN, IN DEED RECORDED MARCH 17, 1952 IN BOOK 1915, PAGE 344, OF
OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALSO EXCEPTING THEREFROM ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR THROUGH THAT
PORTION OF SAID LAND LYING WITHIN THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 38 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, OR THAT MAY BE PRODUCED OR SAVED
THEREFROM TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO REMOVE
AND EXTRACT THE SAME, AS RESERVED BY ETHEL B. COOPER, A MARRIED
WOMAN, IN DEED RECORDED OCTOBER 13, 1965, IN BOOK 3883, PAGE 312, OF
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF
EVERY 	KIND 	AND 	CHARACTER 	NOW 	KNOWN 	TO 	EXIST 	OR 	HEREAFTER
DISCOVERED UPON, WITHIN OR UNDERLYING THAT PORTION OF SAID LAND
LYING WITHIN THE NORTH HALF OF THE NORTHEAST QUARTER; THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER AND THE NORTHEAST QUARTER OF THE
NORTHWEST QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, OR THAT MAY BE PRODUCED THEREFROM,
INCLUDING, WITHIN LIMITING THE GENERALITY OF THE FOREGOING, ALL OIL,
GAS, NATURAL GAS AND HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM,
BRINES AND MINERALS IN SOLUTION AND SAND, GRAVEL AND AGGREGATES AND
PRODUCTS 	DERIVED 	THEREFROM 	TOGETHER 	WITH 	THE 	EXCLUSIVE 	AND
PERPETUAL RIGHT OF SAID GRANTEE, ITS SUCCESSORS AND ASSIGNS, OF INGRESS
AND EGRESS IN, UPON OR OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR,
EXTRACT, DEVELOP, SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE
SAME AND TO MAKE SUCH USE OF SAID PROPERTY AND THE SURFACE THEREOF
AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH WHICH USE MAY
INCLUDE THE SINKING, BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR
TUNNELS, EXCAVATING, OPEN PIT MINING AND CONSTRUCTING, MAINTAINING
AND 	REMOVING 	ROADS, 	WAYS, 	PIPELINES, 	POLELINES, 	TANKS, 	BUILDINGS,
STRUCTURES AND FACILITIES AS CONVEYED TO BRAVO OIL COMPANY IN DEED
RECORDED DECEMBER 29, 1965, IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
EXCEPTING THEREFROM, ANY MOBILE HOME, TRAILER AND/OR MANUFACTURED
HOME LOCATED THEREON.
PARCEL 18: APN: 086-110-04
THE NORTHEAST QUARTER OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION, SAID NORTHEAST
CORNER BEING AT COORDINATES Y=736 446.01 FEET AND X=1 540 068.83 FEET;
THENCE ALONG THE EAST LINE OF SAID SECTION SOUTH 1° 41’ 47” WEST 1,325.82

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
FEET; THENCE ALONG A LINE PARALLEL WITH AND 110 FEET SOUTHWESTERLY
MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE DEPARTMENT OF
PUBLIC WORKS SURVEY FROM ROUTE 57 (NOW ROUTE 166) TO KINGS COUNTY
LINE, ROAD VI-KER-238-B (NOW VI-KER-5) NORTH 40° 46’ 00” WEST 659.14 FEET;
THENCE NORTH 39° 02’ 54” WEST 200.09 FEET; THENCE ALONG A LINE PARALLEL
WITH AND 104 FEET SOUTHWESTERLY MEASURED AT RIGHT ANGLES FROM SAID
CENTERLINE NORTH 40° 46’ 00” WEST 915.50 FEET TO THE NORTH LINE OF SAID
SECTION; THENCE ALONG SAID NORTH LINE SOUTH 88° 54’ 31” EAST 1,193.72 FEET
TO THE POINT OF BEGINNING, AS CONVEYED TO THE STATE OF CALIFORNIA BY
DEED RECORDED FEBRUARY 28, 1966, IN BOOK 3923, PAGE 302, OF OFFICIAL
RECORDS.
ALSO EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND OR WHICH
MAY BE PRODUCED AND SAVED THEREFROM TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS, AS RESERVED IN DEED FROM FRESNO-KERN COMPANY, A
CORPORATION, RECORDED JUNE 15, 1966, IN BOOK 3955, PAGE 683, OF OFFICIAL
RECORDS.
PARCEL 19: APN: 086-110-09
THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12,
TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR THROUGH SAID LAND
OR THAT MAY BE PRODUCED AND SAVED THEREFROM TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS TO REMOVE AND EXTRACT THE SAME, AS
RESERVED BY MARGARET ANNE COOPER, AN UNMARRIED WOMAN, IN DEED
RECORDED OCTOBER 14, 1965, IN BOOK 3884, PAGE 27, OF OFFICIAL RECORDS.
PARCEL 20: APN: 086-110-05
THE NORTH HALF OF THE SOUTH HALF OF SECTION 12, TOWNSHIP 28 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	AN 	UNDIVIDED 	1/2 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED THEREFROM, AS RESERVED BY GENERAL
MORTGAGE COMPANY IN DEED RECORDED SEPTEMBER 13, 1961, IN BOOK 3414,
PAGE 884, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 21: APN: 086-110-03
THE SOUTH HALF OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 28
SOUTH, 	RANGE 	22 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM 90% OF ALL OIL, GAS AND OTHER HYDROCARBONS AND
MINERALS LYING IN AND UNDER AND WHICH MAY BE PRODUCED FROM SAID
LANDS AS HEREINBEFORE DESCRIBED TOGETHER WITH THE RIGHT OF INGRESS
AND EGRESS TO DEVELOP AND RECOVER SAME, AS RESERVED IN DEED FROM
FRANK LEPPI, ET UX, RECORDED FEBRUARY 1, 1952 IN BOOK 1894, PAGE 208, OF
OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 22: APN: 086-110-01
THE SOUTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 75% OF ALL OIL, GAS, MINERALS AND
OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND OR
THAT MAY PRODUCED AND SAVED THEREFROM, AS RESERVED BY MYRTLE C.
KROESEN, A WIDOW, IN DEED RECORDED FEBRUARY 29, 1952, IN BOOK 1907, PAGE
342, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 23: APN: 086-120-05
THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER
OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12,
TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 24: APN: 086-120-01
THE NORTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22
EAST, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
PARCEL 25: APN: 087-080-25
PARCEL 1 OF PARCEL MAP 3773, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED MAY 20, 1977, IN BOOK
18, PAGE 108 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPTING THEREFROM, ALL THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, ALL OIL, NATURAL GAS AND HYDROCARBON
SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION, AND
SAND, 	GRAVEL 	AND 	AGGREGATES, 	AND 	PRODUCTS 	DERIVED 	THEREFROM,
TOGETHER WITH, THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS
SUCCESSORS AND ASSIGNS, OR INGRESS AND EGRESS IN, UPON OR OVER SAID
PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP, SAVE, CONVEY,
STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE SUCH USE OF
SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR USEFUL IN
CONNECTION THEREWITH, WHICH USE MAY INCLUDE THE SINKING, BORING,
DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING, OPEN PIT
MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS, WAYS, PIPE
LINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES. ALL AS
CONVEYED BY SOUTHERN PACIFIC COMPANY TO BRAVO OIL COMPANY, A TEXAS
CORPORATION IN THE DEED RECORDED MAY 29, 1965, IN BOOK 3906, PAGE 30 OF
OFFICIAL RECORDS, AS DOCUMENT NO. 70845.
TRACT 5:
PARCEL 1: APN: 069-280-18-00
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 22,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT OF SAID LAND APPROVED BY THE SURVEYOR
GENERAL ON JUNE 15, 1855.
EXCEPT ALL OIL AND GAS IN SAID LAND, WITH THE RIGHT TO PROSPECT FOR,
MINE AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS
OF THE ACT OF JULY 17, 1914(39 STAT. 509).

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALSO EXCEPTING THEREFROM AN UNDIVIDED 50% INTEREST IN ALL OF THE OIL,
GAS AND MINERALS NOW OF HEREAFTER LYING IN AND UNDER AND THAT MAY
BE PRODUCED FROM, ALL OF THE ABOVE DESCRIBED REAL ESTATE, WITH THE
RIGHT TO REDUCE THE SAME TO POSSESSION, AND WITH RIGHTS OF INGRESS AND
EGRESS, AND ALL RIGHTS INCIDENT TO THE DEVELOPMENT, PRODUCTION,
CONSERVATION AND TRANSPORTATION THEREOF, FOREVER, AS RESERVED BY
JOHN 	HANCOCK 	MUTUAL 	LIFE 	INSURANCE 	COMPANY 	IN 	THAT 	CERTAIN
CORPORATION GRANT DEED RECORDED NOVEMBER 14, 1988 IN BOOK 6181, PAGE
1169, DOCUMENT NO. 056183, KERN COUNTY RECORDS.
PARCEL 2:
THE RIGHT TO USE AND TAKE WATER FROM THAT CERTAIN WATER WELL AND
PUMPING PLANT SITE DESCRIBED AS THE SOUTH 50 FEET OF THE WEST 75 FEET OF
THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 22,
TOWNSHIP 27, SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE COUNTY OF KERN, STATE OF CALIFORNIA, ADEQUATE TO IRRIGATE SAID
PARCEL 1, TOGETHER WITH AN EASEMENT FOR PIPELINE PURPOSES WITHIN THE
SOUTHERLY 25 FEET OF SAID NORTHEAST QUARTER OF SAID NORTHWEST
QUARTER 	TO 	TRANSPORT 	WATER 	FROM 	SAID 	WELL 	TO 	SAID 	PARCEL 	1,
INCLUDING THE RIGHT TO USE THE EXISTING PIPE OR ANY REPLACEMENTS
THEREOF LOCATED WITHIN SAID PIPELINE EASEMENT.
PARCEL 3: APN: 069-280-16-00, 069-280-25-00
THE NORTH HALF OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED 	AREA 	OF 	COUNTY 	OF 	KERN, 	STATE 	OF 	CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	ALL 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR WHICH MAY BE
PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHTS OF INGRESS AND
EGRESS 	UPON 	SAID 	LAND 	AT 	ALL 	TIMES 	FOR 	THE 	DEVELOPMENT 	AND
PRODUCTION 	OF 	ANY 	OF 	SUCH 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES, 	AS 	RESERVED 	BY 	GRACE 	R. 	PARR 	IN 	DEED
RECORDED NOVEMBER 12, 1947 IN BOOK 1430, PAGE 475 OF OFFICIAL RECORDS.
PARCEL 4: APN: 069-280-26-00
THE SOUTH 1/2 OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF COUNTY OF KERN, STATE OF CALIFORNIA, AS PER
THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING 	THEREFROM 	ALL 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR WHICH MAY BE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHTS OF INGRESS AND
EGRESS 	UPON 	SAID 	LAND 	AT 	ALL 	TIMES 	FOR 	THE 	DEVELOPMENT 	AND
PRODUCTION 	OF 	ANY 	OF 	SUCH 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES, 	AS 	RESERVED 	BY 	GRACE 	E. 	PARR 	IN 	DEED
RECORDED NOVEMBER 12, 1947 IN BOOK 1430, PAGE 475 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-280-38-00, 069-280-39-00
THE SOUTHEAST QUARTER OF SECTION 15, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY
ELIZABETH GLIDE WILLIAMS, ET AL, IN DEED TO HARLEY BARLING, ET UX, DATED
JANUARY 30, 1951 AND RECORDED MARCH 5, 1951 IN BOOK 1779, PAGE 479 OF
OFFICIAL RECORDS, WHICH DEED PROVIDED AS FOLLOW: TOGETHER WITH THE
RIGHT 	OF 	INGRESS 	AND 	EGRESS 	FOR 	THE 	PURPOSE 	OF 	EXPLORING 	AND
DEVELOPMENT THEREOF.
ALSO EXCEPT THEREFROM THE REMAINDER OF ALL OIL, GAS, MINERALS AND
OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED
BY JESSE M. BUTLER AND ESTHER M. BUTLER, HUSBAND AND WIFE, IN DEED TO
D. 	C. 	CRAWFORD 	AND 	ADDIE 	CRAWFORD, 	HUSBAND 	AND 	WIFE, 	AS 	JOINT
TENANTS, DATED NOVEMBER 16, 1951 AND RECORDED JANUARY 23, 1953 IN BOOK
2029, PAGE 337, WHICH DEED PROVIDED AS FOLLOWS: TOGETHER WITH THE RIGHT
OF 	INGRESS 	AND 	EGRESS 	FOR 	THE 	PURPOSE 	OF 	EXPLORATION 	AND
DEVELOPMENT THEREON.
END OF DESCRIPTION

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT B
[Intentionally Omitted]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT C
FORM OF SALE ORDER
[Attached]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT D
FORM OF RELEASE
[________________], a [________________] (“Buyer”), 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 October 27, 2025 (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”),
solely 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 Code 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 the Agreement, the foregoing release shall not
extend to (and shall expressly exclude): (i) claims arising from Seller’s intentional fraud or willful
misconduct; or (ii) claims for breach of Seller’s express representations, warranties, covenants, or
indemnities under the Agreement or any document delivered at Closing, but solely to the extent so
provided for under the Agreement or such document delivered at Closing.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
The foregoing release is made by Buyer for the benefit of Seller and the Releasees on [_________].
BUYER:
[_________________________],
a [________________]
By: 	___________________________
Name: ___________________________
Title: 	____________________________

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 [_____________], a [____________] (“Grantee”), the following described real property and
improvements thereon, in the County of Kern, State of California, and more particularly described as
follows:
See Exhibit A, attached hereto and incorporated by reference.
Together with all of Grantor’s right, title and interest in and to the improvements and structures thereon,
and all privileges, easements, appurtenances, rights-of-way, and hereditaments appertaining to the same,
and subject to all matters of record and all matters that would be reflected on an accurate survey at the time
of recordation of this deed.
THE PROPERTY IS CONVEYED TO GRANTEE WITHOUT ANY COVENANTS OR WARRANTIES,
EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THE SALE ORDER, AND SPECIFICALLY
EXCLUDES THOSE IMPLIED COVENANTS DESCRIBED IN CALIFORNIA CIVIL CODE SECTION
1113.
MAIL TAX STATEMENTS AS SET FORTH ABOVE.
Dated: ______________, 2025.
____________________________________
LANCE MILLER, solely in his capacity as Court-appointed Receiver

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 [_____________], a
[___________] (“Buyer”), all of Seller’s rights, title, interests in and to the Improvements, Crops
(for the 2026 crop year and following), Oil Gas and Mineral Rights, and Water Rights (in so far
as any of the foregoing are personal property) (the “Personal Property”), as such terms are
defined in that certain Purchase and Sale Agreement and Joint Escrow Instructions dated October
27, 2025, by and between Buyer and Seller (the “Purchase Agreement”), for the real property
located in Kern County, California as more particularly described in Exhibit A attached hereto
and incorporated herein by reference. The Personal Property is conveyed free and clear of all liens
and encumbrances, except for the Permitted Exceptions (as defined in the Purchase 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
FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES TO THE EXTENT
PROVIDED IN THE SALE ORDER. SELLER DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY 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
[___________], 2025.
SELLER:
_________________________________
LANCE MILLER, solely in his capacity as Court-
appointed Receiver
[attach legal description exhibit]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT G
FORM OF ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (“Assignment”) is entered into effective as of
[___________], 2025 (“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 [_____________], a [___________]
(“Assignee”).
A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint
Escrow Instructions, dated October 27, 2025 (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 as of 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 of its right, title, obligation, and interest in and to
the Assigned Contracts, from and after the Effective Date; provided that such assignment is made
subject to the receipt of any consents of the counterparties required thereunder not received as of the
Effective Date. Assignor represents and warrants solely to the extent authorized under the Sale
Order, and to Assignor’s knowledge, that the Assigned Contracts are in effect and have not been
previously assigned and that, to Assignor’s knowledge, no counterparty has asserted any material
default thereunder. Assignee hereby assumes the right, title, obligation, and interest, and agrees to
perform all obligations of Assignor under the Assigned 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 Assigned 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 from and after the
Effective Date. This indemnity shall not apply to any claims arising from Assignor’s willful
misconduct or material breach of representations specifically authorized by the Sale Order.
3. Assignee has not previously assigned the Assigned Contracts and has, subject to the required
consent of any counterparty not received prior to the Effective Date, all necessary authority to assign
the Assigned Contracts (and to the extent counterparty consent is required under any Assigned
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
and all, express or implied warranties concerning the condition, value and quality of the property
and any portions of the Assigned Contracts.
4. 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 Assigned Contracts, and cooperate in the obtaining of any additional
consents which are required and not obtained prior to the Effective Date. Assignor shall use
commercially reasonable effects, consistent with its authority as receiver, to assist in obtaining
such consents.
5. In the event of any action between the parties hereto regarding this Assignment which a
court of competent jurisdiction determines was frivolous or brought in bad faith by the
unsuccessful party, 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
Assignment, it will make a good faith attempt to meet with the other party first and attempt to
resolve the dispute.
6. 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, 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 Effective Date.
ASSIGNOR: ASSIGNEE:
_______________________________ [__________________________]
LANCE MILLER, solely in his capacity a [________________________]
as Court-appointed Receiver
By: ______________________
Name: ______________________
Title: ______________________
[attach legal description exhibit, contract list exhibit, and counterparty consents (if any)]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit A to Assignment Agreement
[Legal Description Attached]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit B to Assignment Agreement
Assigned Contracts

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit C to Assignment Agreement
Third-Party Consents
[TBD]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT H
FORM OF GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (“Assignment”) is entered into effective as of [___________],
2025 (“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 [_____________], a [___________]
(“Assignee”).
A. 	Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint
Escrow Instructions, dated October 27, 2025 (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”). Capitalized terms used but not expressly defined herein shall have the
meaning given to them in the Purchase Agreement.
B. 	Assignor and Assignee closed the purchase and sale of the Property as of 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 (i) those any licenses or permits issued for or with respect
to the Property by governmental and quasi-governmental authorities that comprise Receivership
Property but are not now in Seller’s possession, [subject to receipt of consent of preparing
consultant] and (ii) the Phase 1 environmental assessments of the Property (“Phase 1s”) identified
on Exhibit B attached hereto and incorporated herein by reference.
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, without representation or warranty, all of its right,
title, obligation, and interest in and to any licenses or permits issued for or with respect to the
Property by governmental and quasi-governmental 	authorities that comprise Receivership
Property but are not now in Seller’s possession, and (ii) the Phase 1s. Assignee hereby assumes
the right, title, obligation, and interest, and agrees to perform all obligations of Assignor under
such licenses and permits arising after the Effective Date, and further agrees to abide by the terms
of use of the Phase 1s.
2. 	Assignee shall indemnify, defend and hold Assignor harmless from all obligations on the
part of Assignee arising under the licenses and permits from and after the Effective Date, and all
claims of misuse of the Phase 1s by Assignee or any party obtaining the Phase 1s from Assignee,
and from all claims, judgments, injuries, losses, liabilities, costs and expenses (including, without
limitation, reasonable attorneys’ fees and disbursements) incurred in connection therewith from
and after the Effective Date. This indemnity shall not apply to any claims arising from Assignor’s
willful misconduct or material breach of representations specifically authorized by the Sale Order.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
3. In the event of any action between the parties hereto regarding this Assignment which a
court of competent jurisdiction determines was frivolous or brought in bad faith by the
unsuccessful party, 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
Assignment, it will make a good faith attempt to meet with the other party first and attempt to
resolve the dispute.
4. 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, 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 Effective Date.
ASSIGNOR: ASSIGNEE:
_______________________________ [__________________________]
LANCE MILLER, solely in his capacity a [________________________]
as Court-appointed Receiver
By: ______________________
Name: ______________________
Title: ______________________

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit A
to
General Assignment
Legal Description of Property
[Legal Description to be Attached]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit B
to
General Assignment
Phase 1 Environmental Assessments
1. 	Phase I Environmental Site Assessment for Ana Balle West Ranch 978.51 acres, 10200
Magnolia Avenue, Kern County, Delano, California, dated as of August 19, 2025,
prepared by Advanced Environmental Concepts, Inc. for Seller.
2. 	Phase I Environmental Site Assessment for Gooselake Ranch 3,065.49 acres, 24582 and
25000 W. Lerdo Highway, Kern County, Buttonwillow, California, dated as of July 8,
2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
3. 	Phase I Environmental Site Assessment for Kyte Ranch 223.31 acres, East of Bell Road
and Bisected by Sherwood Avenue, Kern County, Wasco, California, dated as of July 1,
2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
4. 	Phase I Environmental Site Assessment for Ludy Ranch 79.09 acres, 27798 Elmo
Highway, Kern County, Wasco, California, dated as of July 1, 2025, prepared by
Advanced Environmental Concepts, Inc. for Seller.
5. 	Phase I Environmental Site Assessment for McCombs Ranch 473.02 acres, 23746
McCombs Road and 14490 Corcoran Road, Kern County, Wasco, California, dated as of
July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
6. 	Phase I Environmental Site Assessment for Wegis-Dresser Ranch 79.09 acres, North of
Dresser Avenue and 0.5 miles East of Rowlee Road, Kern County, Wasco, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
7. 	Phase I Environmental Site Assessment for Wegis-Jackson Ranch 1,025.62 acres, 25544
& 25949 Jackson Avenue and 15889 Rowlee Road, Kern County, Wasco, California,
dated as of August 19, 2025, prepared by Advanced Environmental Concepts, Inc. for
Seller.
8. 	Phase I Environmental Site Assessment for Wegis-Kimberlina Ranch 830.90 acres,
16611 Rowlee Road and 25791 & 25845 Kimberlina Road, Kern County, Wasco,
California, dated as of July 9, 2025, prepared by Advanced Environmental Concepts, Inc.
for Seller.
9. 	Phase I Environmental Site Assessment for Wegis-Lerdo Ranch 211.21 acres, North of
W. Lerdo Highway and West of Gun Club Road, Kern County, Buttonwillow, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
10. Phase I Environmental Site Assessment for Wegis-McCoy Ranch 116.68 acres, 15206
McCoy Avenue, Kern County, Wasco, California, dated as of July 1, 2025, prepared by
Advanced Environmental Concepts, Inc. for Seller.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
11. Phase I Environmental Site Assessment for Wegis-West Jackson Ranch 218.05 acres,
South of Jackson Avenue and East of McCoy Avenue, Kern County, Wasco, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 1.1(b)
Excluded Solar
All equipment parts and components related or pertaining to three (3) solar photovoltaic systems
totally approximately 1422 kWs, described as follows, whether or not located on or connected to
electrical service to the Property:
1) 	955 kW system located on APN 069-350-07, Kern County, California and commonly
known as “Kimberlina Ranch.”
2) 	273 kW system located on APN 069-320-05, Kern County, California and commonly
known as “Reservoir Ranch.”
3) 	205 kW system located on APN 069-310-12, Kern County, California and commonly
known as “Mozingo Ranch.”

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 1.1(g)
Contract Schedule
1. 	Agricultural Lease dated April 1, 2020, as amended by that certain First Amendment to
Agricultural Lease dated November 1, 2020, as amended by that certain Second
Amendment to Agricultural Lease dated September 24, 2021, as amended by that certain
Third Amendment to Agricultural Lease dated September 22, 2022, as amended by that
certain Fourth Amendment to Agricultural Lease dated November 20, 2023, by and
between Maricopa Orchards, LLC, a California limited liability company as Landlord, and
Ranch 24, LLC a California limited liability company as Tenant (as amended, the “Ranch
24 Lease”), for certain real property consisting of approximately 24 gross acres identified
as follows (the “Ranch 24 Premises”):
Those certain 24+/- acres planted to table grapes which are more or less the middle third
of the North half of the Northeast quarter of Section 34, Township 27 South, Range 23 Est,
Mount Diablo Base and Meridian, located in the County of Kern, State of California.
2. 	Undated lease agreement between Goose Lake Ranch, as owner, and Communication
Systems Development, Inc., evidenced by that certain Memorandum of Lease Agreement
recorded as Document Number 0198048937 in the Kern County official records on April
16, 1998, as assigned by that certain Assignment to American Towers LLC recorded as
Document Number 218022351 in the Kern County official records on February 28, 2018,
as modified by that certain Schedule – Tower Space License effective as of March 23, 2009
by and between ATS/PCS, LLC, a Delaware limited liability company, and MetroPCS
California, LLC, a Delaware limited liability company, all with respect to the cellular tower
affecting Tract 4 – Parcel 25 (APN: 087-080-25/087-080-25-00-0).
3. 	Subsurface Recharge System Use and Easement Agreement effective as of January 23,
2020 by and between Maricopa Orchards, LLC, a California limited liability company, as
Grantor, and Wegis Family Farms LLC, a California limited liability company, as Grantee,
recorded on January 23, 2020 as Document Number 220009513 in the Kern County
Official Records.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 5.2(i)
Leases
1. 	The Ranch 24 Lease.
2. 	Any well sharing agreements for the benefit of Seller which are not recorded in the public
records.
3. 	Residential rental of 10200 Magnolia Ave.
4. 	Residential rental of 25482 W. Lerdo Highway.
5. 	Residential rental of 25845 Kimberlina Road.
6. 	Residential rental of 25949 Jackson St.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 6.3(g)
Water Supply Agreements

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 6.3(h)
Rights of First Refusal

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 7.1
Exceptions to Seller’s Representations
1. 	None.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 10.1(c)
COMMITMENT EXCEPTIONS
The following Schedule B exceptions listed on that certain Preliminary Report issued by Chicago
Title Company with a Title Number of FWKN-TO2500611-MW, Amendment A, dated effective
May 1, 2025:
1 – 8 inclusive
9*
10 – 83 inclusive
84* (pending removal with respect to Tract 2, Parcel 7)
85
86* (pending removal with respect to Tract 2, Parcel 8)
87 - 91 inclusive
93 – 118
119* (pending removal with respect to Tract 2, Parcels 11 and 12)
120 - 196 inclusive
189 – 197 inclusive
198*
199 – 225 inclusive
226*
228 – 238 inclusive
239 – 240* inclusive
241 – 258 inclusive
260 (but subject to removal of notes regarding PG&E Easement)
261 – 267 inclusive
268*
271 – 275 inclusive
280 – 301
302 - 304* inclusive
305 – 319 inclusive
320-321* inclusive
322-332 inclusive
333*
334 - 357 inclusive
362 – 489 inclusive
491 – 526 inclusive
531
536 – 566 inclusive
568 – 580 inclusive
582 – 603 inclusive
605 – 610 inclusive
616
657
658 (but limited to named tenants on rent roll to be provided by Seller)

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
659 – 662 inclusive
666
738
Exceptions marked with * are pending Title Insurer’s consent to remove.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 10.2(e)
Phase 1 Environmental Assessments
1. 	Phase I Environmental Site Assessment for Ana Balle West Ranch 978.51 acres, 10200
Magnolia Avenue, Kern County, Delano, California, dated as of August 19, 2025,
prepared by Advanced Environmental Concepts, Inc. for Seller.
2. 	Phase I Environmental Site Assessment for Gooselake Ranch 3,065.49 acres, 24582 and
25000 W. Lerdo Highway, Kern County, Buttonwillow, California, dated as of July 8,
2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
3. 	Phase I Environmental Site Assessment for Kyte Ranch 223.31 acres, East of Bell Road
and Bisected by Sherwood Avenue, Kern County, Wasco, California, dated as of July 1,
2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
4. 	Phase I Environmental Site Assessment for Ludy Ranch 79.09 acres, 27798 Elmo
Highway, Kern County, Wasco, California, dated as of July 1, 2025, prepared by
Advanced Environmental Concepts, Inc. for Seller.
5. 	Phase I Environmental Site Assessment for McCombs Ranch 473.02 acres, 23746
McCombs Road and 14490 Corcoran Road, Kern County, Wasco, California, dated as of
July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
6. 	Phase I Environmental Site Assessment for Wegis-Dresser Ranch 79.09 acres, North of
Dresser Avenue and 0.5 miles East of Rowlee Road, Kern County, Wasco, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
7. 	Phase I Environmental Site Assessment for Wegis-Jackson Ranch 1,025.62 acres, 25544
& 25949 Jackson Avenue and 15889 Rowlee Road, Kern County, Wasco, California,
dated as of August 19, 2025, prepared by Advanced Environmental Concepts, Inc. for
Seller.
8. 	Phase I Environmental Site Assessment for Wegis-Kimberlina Ranch 830.90 acres,
16611 Rowlee Road and 25791 & 25845 Kimberlina Road, Kern County, Wasco,
California, dated as of July 9, 2025, prepared by Advanced Environmental Concepts, Inc.
for Seller.
9. 	Phase I Environmental Site Assessment for Wegis-Lerdo Ranch 211.21 acres, North of
W. Lerdo Highway and West of Gun Club Road, Kern County, Buttonwillow, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
10. Phase I Environmental Site Assessment for Wegis-McCoy Ranch 116.68 acres, 15206
McCoy Avenue, Kern County, Wasco, California, dated as of July 1, 2025, prepared by
Advanced Environmental Concepts, Inc. for Seller.
11. Phase I Environmental Site Assessment for Wegis-West Jackson Ranch 218.05 acres,
South of Jackson Avenue and East of McCoy Avenue, Kern County, Wasco, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.

Error! Unknown document property name.
SCHEDULE 32
Legal Description of Lease Termination Parcels
1. 	TRACT 1, PARCEL 1: APN: 047-010-01 (Affected by Residential Lease for 10200
Magnolia Avenue)
ALL THAT PORTION OF SECTION 2, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, 	STATE OF 	CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, LYING WESTERLY OF THE WESTERLY RIGHT OF
WAY OF THE AT&SF RAILROAD.
EXCEPTING THEREFROM 1/2 OF ALL CRUDE OIL, PETROLEUM, GAS, BREA,
ASPHALTUM AND ALL KINDRED SUBSTANCES AND OTHER MINERALS
UNDER AND IN SAID LAND AS RESERVED BY JOHN F. POOLE AND GERTRUDE
REINHARD POOLE, AS JOINT TENANTS, IN DEED RECORDED MARCH 21, 1960
IN BOOK 3250, PAGE 624 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL REMAINING INTEREST IN AND TO ALL
CRUDE OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL KINDRED
SUBSTANCES 	AND 	OTHER 	MINERALS 	IN 	AND 	UNDER 	SAID 	LAND 	AS
RESERVED BY CORNELIUS VANDER DUSSEN, A MARRIED MAN, IN DEED
RECORDED FEBRUARY 18, 1981 IN BOOK 5352, PAGE 1894 OF OFFICIAL
RECORDS.
2. 	TRACT 4, PARCEL 25: APN: 087-080-25 (Affected by Residential Lease for 25482
W. Lerdo Highway)
PARCEL 1 OF PARCEL MAP 3773, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED MAY
20, 1977, IN BOOK 18, PAGE 108 OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM, ALL THE MINERALS AND MINERAL ORES OF
EVERY KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER
DISCOVERED UPON, WITHIN OR UNDERLYING THE HEREINAFTER
DESCRIBED PROPERTY OR THAT MAY BE PRODUCED THEREFROM,
INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
ALL OIL, NATURAL GAS AND HYDROCARBON SUBSTANCES, GEOTHERMAL
STEAM, BRINES AND MINERALS IN SOLUTION, AND SAND, GRAVEL AND
AGGREGATES, AND PRODUCTS DERIVED THEREFROM, TOGETHER WITH,
THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS
SUCCESSORS AND ASSIGNS, OR INGRESS AND EGRESS IN, UPON OR OVER
SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO
MAKE SUCH USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
NECESSARY OR USEFUL IN CONNECTION THEREWITH, WHICH USE MAY
INCLUDE THE SINKING, BORING, DIGGING OR DRILLING OF WELLS, SHAFTS
OR TUNNELS, EXCAVATING, OPEN PIT MINING AND CONSTRUCTING,
MAINTAINING AND REMOVING ROADS, WAYS, PIPE LINES, POLE LINES,
TANKS, BUILDINGS, STRUCTURES AND FACILITIES. ALL AS CONVEYED BY
SOUTHERN PACIFIC COMPANY TO BRAVO OIL COMPANY, A TEXAS
CORPORATION IN THE DEED RECORDED MAY 29, 1965, IN BOOK 3906, PAGE
30 OF OFFICIAL RECORDS, AS DOCUMENT NO. 70845.
3. 	TRACT 2, PARCEL 9: APN: 069-340-35 (Affected by Residential Lease for 25845
Kimberlina Road)
THE NORTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE
23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.
EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LANDS, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS,
A WIDOW, EULA GLIDE ELLIOTT, A MARRIED WOMAN, DEALING WITH HER
SEPARATE PROPERTY AND CHARLES MATHIAS GOETHE, AN UNMARRIED
MAN, IN DEED DATED DECEMBER 9, 1950, RECORDED JANUARY 12, 1951, IN
BOOK 1762, PAGE 110 OF OFFICIAL RECORDS, UPON TERMS, COVENANTS
AND PROVISIONS SHOWN ELSEWHERE HEREIN.
4. 	TRACT 5, PARCEL 1: APN: 069-280-18-00 (Affected by Residential Lease for
25949 Jackson St.)
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 22,
TOWNSHIP 	27 	SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND
APPROVED BY THE SURVEYOR GENERAL ON JUNE 15, 1855.
EXCEPT ALL OIL AND GAS IN SAID LAND, WITH THE RIGHT TO PROSPECT
FOR, MINE AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND
LIMITATIONS OF THE ACT OF JULY 17, 1914(39 STAT. 509).
ALSO EXCEPTING THEREFROM AN UNDIVIDED 50% INTEREST IN ALL OF THE
OIL, GAS AND MINERALS NOW OF HEREAFTER LYING IN AND UNDER AND
THAT MAY BE PRODUCED FROM, ALL OF THE ABOVE DESCRIBED REAL
ESTATE, WITH THE RIGHT TO REDUCE THE SAME TO POSSESSION, AND WITH
RIGHTS OF INGRESS AND EGRESS, AND ALL RIGHTS INCIDENT TO THE
DEVELOPMENT, 	PRODUCTION, 	CONSERVATION 	AND 	TRANSPORTATION
THEREOF, FOREVER, AS RESERVED BY JOHN HANCOCK MUTUAL LIFE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
INSURANCE COMPANY IN THAT CERTAIN CORPORATION GRANT DEED
RECORDED NOVEMBER 14, 1988 IN BOOK 6181, PAGE 1169, DOCUMENT NO.
056183, KERN COUNTY RECORDS.

9 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

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, et al.,

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

ORDER (1) AUTHORIZING SALE
OF REAL ESTATE FREE AND
CLEAR OF INTERESTS; (1)
AUTHORIZING THE PAYMENT OF
SALE-RELATED COSTS; AND (IID)
GRANTING RELATED RELIEF

Related to Dkt. Nos. 295, 308, 344

Plaintiffs,
V.

ACDF, LLC; ASSEMI AND SONS, INC.;
AVILA RANCH BA, 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,

oOo ama NY OA oO FP WW NYO &

EP RP RP RP Re Re eB
MD oF FP W NYO FP OC

Defendants.

SS a ee a a ee ee eS eee ee ee eee eee ae

Re
~wI

Re
(ee)

Before the Honorable Kirk E. Shemff, United States District Judge, is the Notice of
Proposed Auction and Sale of Real Property [Dkt. No. 344] (the “Sale Notice”) filed by Lance

NO &
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Miller, solely in his capacity as Court-appointed receiver in the above-captioned case (the

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“Reoeiver’) for entry of an order (a) authorizing the Receiver to sell the Property‘ free and clear of

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liens, claims, and encumbrances, other than easements, nights of way, and other encumbrances

N
(oe)

running with the land, to the fullest extent permitted by law (collectively, the ““Interests’) with such

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Interests attaching to the proceeds of the sale (“Sale Proceeds’) with the same force and in the same

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pnonty as existed immediately pnor to the Closing Date; (b) authorizing the Receiver to pay,

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without further order of the Court, all sale-related costs and expenses, including break-up fees (if

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

AUTHENTICATED
U.S. GOVERNMENT B
INFORMATION
GPO

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applicable), commissions, and transaction fees (but excluding the Receiver’s attorneys’ fees); and
(c) granting related relief. The Court hereby finds that:2 (a) the marketing and sale of the Property
was held in accordance with the order establishing auction and bid procedures [Dkt. 308] (the
“Bidding Procedures Order”); (b) it has jurisdiction over the Property and the parties in this case,
including exclusive jurisdiction over the administration, control, and possession of the Property; (c)
it has the statutory authority to enter this Order, including pursuant to 28 U.S.C. § 2001 and the
Federal Rules of Civil Procedure; and (d) due and proper notice of the Sale Notice was given and
no other or further notice is necessary. Any objections were due by November 12, 2025, and no
objections were filed. The Court further finds that:
A. This Order constitutes a final order within the meaning of 28 U.S.C. § 158(a).
Notwithstanding Rule 54(b) of the Federal Rules of Civil Procedures, the Court expressly finds that
there is no just reason for delay in the implementation of this Order.
B. The Court entered the Bidding Procedures Order on October 6, 2025, that, among
other things, established the procedures in connection with the marketing, auction, and sale of the
Property (the “Bidding Procedures”) and granted related relief.
C. As demonstrated by (i) the testimony and other evidence submitted by declaration,
including the declarations submitted by Lance Miller and Sky Roote and (ii) the representations of
counsel in the record, all aspects of the sale process, including notice thereof, have been conducted
in compliance with the Bidding Procedures and Bidding Procedures Order.
D. In compliance with the Bidding Procedure Order, the Receiver published notice of the
Auction and proposed sale in the following publications: the Hartford Sentinel (Kings County),
Fresno Business Journals (Fresno County), and Bakersfield Californian (Kern Count) at least one
time per week for four weeks. See Proof of Service by Publication [Dkt. No. 335].
E. The Receiver has demonstrated good, sufficient, and sound business purpose and
justifications for the sale and other transactions contemplated in the PSA, and such actions are an
2 The findings and conclusion set forth herein constitute this Court’s findings of fact and conclusions
of law pursuant to Rule 52 of the Federal Rules of Civil Procedure. To the extent a finding of fact
constitutes a conclusion of law, or a conclusion of law a finding of fact, they are adopted as such.

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

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Defendants, or otherwise related to the Property, by reason of the transfer of the Property to the
Buyer. The Buyer is not acquiring or assuming any Interest, except as expressly set forth in the
PSA.
K. Notwithstanding any other terms herein, with respect to the interests of Metropolitan
Life Insurance Company and any other plaintiffs in the administratively consolidated cases pending
before this Court under case no. 1:24-cv-01261 et seq. (collectively, “MetLife”) and Phillip
Christensen, as Receiver in such cases (the “MetLife Receiver”), in the Water Supply Agreements
listed on Schedule 6.3(g) of the PSA, the sale free and clear of such interests is conditioned on the
prior written consent of MetLife and the MetLife Receiver. For the avoidance of doubt, nothing in
this Sale Order shall be construed to require the Successful Bidder to close the transaction unless
and until the Water Supply Agreements listed on Schedule 6.3(g) have been terminated, and the
inclusion of this language shall not be deemed to modify or waive that condition.
L. Pursuant to this Order and the Receivership Order, the Receiver has full power and
authority to execute, deliver, and perform the obligations under the PSA and all other documents
and transactions contemplated thereby and no consents or approvals, other than those expressly
provided for herein or in the PSA, are required for the Receiver to consummate the sale transaction.
As of the Closing Date, the transfer of the Property to the Buyer will be a legal, valid, and effective
transfer thereof, and vests the Buyer with all right, title, and interest of the Defendants and the
Receiver in and to the Property free and clear of all Interests accruing or arising any time prior to
the Closing Date, except as expressly set forth in the PSA.
M. The Buyer would not have entered into the PSA and would not consummate the sale if
the transfer of the Property were not free and clear of all Interests (other than those contained in the
PSA, as applicable), if the Buyer would, or in the future could, be liable for any such Interests, or if
any such Interests would or could be asserted against the Buyer after the closing of the sale. Sale of
the Property other than free and clear of Interests, and without the protections of this Order, would
impact materially and adversely the value the Receiver would be able to obtain for the Property. In
addition, Plaintiffs have consented to the sale of the Property free and clear of their respective
Interests. Other holders of Interests, if any, who did not object, or who withdrew their objections, to

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the Sale Notice are deemed to have consented. Therefore, approving of the PSA and the
consummation of the sale of the Property free and clear of Interests is appropriate under 28 U.S.C.
§ 2001, the Receivership Order and the interests of equity, and is in the best interests of the
Receivership estate, creditors, and other parties in interest.
N. Buyer is the designated Successful Bidder and the Buyer’s PSA is designated as the
Successful Bid in accordance with the Bidding Procedures.
O. CORE FARMLAND FUND LLC, a Delaware limited liability company (the “Back-
up Bidder”) is designated as the Back-up Bidder and Back-up Bidder’s purchase and sale
agreement (the “Back-up PSA”), which is attached hereto as Exhibit B, is designated as the Back-
up Bid. The Back-up Bidder has compiled in all respect with the Bidding Procedures Order and all
other applicable orders of this Court in negotiating and entering into the Back-up PSA.
P. The Receiver’s (i) publication of notice of the opportunity to purchase the Property,
the Bidding Procedures, and solicitation of bids for the Property as set forth above, (ii) solicitation
of bids for the Property through the Receiver’s and his professionals’ efforts to market the Property,
and (iii) conduct of the Auction in Fresno, California, establish the Receiver’s satisfaction of the
public sale requirements in 28 U.S.C. §§ 2001 and 2002. To the extent the Receiver has not fully
satisfied the provisions of 28 U.S.C. §§ 2001 and 2002, he is excused from compliance for cause
shown.
Accordingly, it is hereby:
ORDERED that the Receiver’s request to sell the Property (including the assignment of any
applicable contracts to the extent set forth in the PSA) is granted as set forth herein and any
objections to the Sale Notice, to the extent not resolved or withdrawn on the record, are overruled
on the merits. All persons and entities who received notice of the Sale Notice and/or the Sale Hearing
that failed to timely object thereto are deemed to have consented to the relief sought in the Motion
and set forth in this Order.
IT IS FURTHER ORDERED that the Sale Hearing, currently set for December 2, 2025,
at 1:30 p.m., is vacated.

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No. 1:24-cv-01102-KES-SAB
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IT IS FURTHER ORDERED that the Receiver is authorized to enter into and consummate
the transactions set forth in the PSA with Buyer or its assignee as the Successful Bidder in
accordance with the Bidding Procedures Order or, to the extent Buyer is unwilling or unable to close
under the PSA, to Back-up Bidder pursuant to the Back-up Bidder PSA. The Receiver is authorized
to act on behalf of Defendants in connection with the sale and conveyance of title to the Property to
Buyer and no other consents or approvals are necessary or required for the Receiver to carry out the
sale and conveyance. All persons and entities are hereby prohibited and enjoined from taking any
action that would adversely affect or interfere with the ability of the Receiver to sell and transfer
the Property in accordance with the terms of this Order or the PSA.
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property pursuant
to the terms of the PSA.
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property to Buyer
free and clear of Interests, with such Interests attaching to the Sale Proceeds with the same force
and in the same priority as existed immediately prior to the Closing, and such sale shall be free and
clear of any rights of redemption or repurchase of any Defendant in this Case.
IT IS FURTHER ORDERED that Buyer shall not, by virtue of its acquisition of the
Property in this sale, be held liable for any Interests obligations that arose prior to the close of the
sale of the Property, and Buyer shall not be deemed to be the successor-in-interest of Receiver or
any other person or entity with respect to any Interests or obligations related to the Property that
arose prior to such close of sale or be liable as a successor with respect to the same.
IT IS FURTHER ORDERED that the Receiver is authorized to pay, without further Court
order, all sale-related costs and expenses, including closing costs, real estate taxes, title insurance,
prorations, recording fees, and commissions (but specifically excluding attorneys’ fees), with the
net proceeds payable to Plaintiffs in partial satisfaction of their liens.
IT IS FURTHER ORDERED that the Receiver is authorized to enter into any documents
reasonably necessary or desirable to implement the terms of this Order and effectuate the sale of the
Property and to take all further actions as may reasonably be requested by Buyer for the purposes
of assigning, transferring, granting and conveying to the Buyer, as may be necessary or appropriate

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

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of this Sale Order in any filing or recording office in any federal, state, county or other territory or
jurisdiction in which Property is located, or with any other appropriate clerk or recorded with any
other appropriate recorder, and such filing or recording shall be accepted and shall be sufficient to
release, discharge, and terminate any of the Interests as set forth in this Sale Order as of the Closing
Date. All persons and entities that are in possession or control of any portion of the Property on the
Closing Date shall promptly surrender possession and control thereof to the Buyer on, or as soon as
reasonably practicable after, the Closing Date.
IT IS FURTHER ORDERED that the Receiver shall serve a copy of this Order on all
parties known to have asserted an Interest in the Property. The Receiver is authorized to file a copy
of this Order in any court where an action is pending involving the Property.
IT IS FURTHER ORDERED that nothing contained herein shall prevent the Receiver
from seeking additional relief from this Court related to the PSA, the Property, or the Sale Proceeds.
IT IS FURTHER ORDERED that, should Buyer fail to close on the sale pursuant to and
in accordance with the terms of the PSA (as may be amended by written agreement of the Receiver
and Buyer), and without further order from the Court, the Receiver is hereby authorized and
empowered to sell the Property to Back-up Bidder, execute and deliver the Back-up Bidder PSA,
and to implement and consummate all of the transactions and perform all obligations contemplated
by the Back-up Bidder PSA and this Sale Order as if the Back-up Bidder were the Successful Bidder
at Auction, and the Back-up Bidder shall be entitled to all the findings and protections of this Sale
Order provided to the Buyer. In the event of a sale to Back-up Bidder, Back-up Bidder shall be
substituted as “Buyer” as defined in this Order.
IT IS FURTHER ORDERED that this Order and the terms and provisions of the PSA shall
be binding on Defendants, all of Defendants’ creditors (whether known or unknown), Buyer, Back-
up Bidder, and their respective affiliates, successors and assigns, and any affected third parties,
including, but not limited to, all persons asserting any interest in the Property. The provisions of this
Order and the terms and provisions of the PSA, and any actions taken pursuant hereto or thereto,
shall survive the entry of any order for relief under title 11 of the United States Code, and shall be
binding on Defendants and their successors and assigns, including any debtor-in-possession or any

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trustee appointed under title 11 of the United States Code, or similar custodian or fiduciary
appointed over Defendants or their assets. Any title company and its agents may rely upon the
provisions of this Order issuing any policies of title.
IT IS FURTHER ORDERED that this Order shall be effective immediately upon entry.
IT IS FURTHER ORDERED that this Court shall retain exclusive jurisdiction over any
disputes arising from or related to the Property, the PSA, or the implementation or interpretation of
this Order.
IT IS SO ORDERED.
Dated: December 1, 2025
UNITED STATES DISTRICT JUDGE

EXHIBIT A

PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) dated
November 3, 2025, to be effective on the date when all parties have executed it after entry of the
Marketing Procedures 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”) (ii)
WONDERFUL ORCHARDS LLC, a Delaware limited liability company (“Land Buyer”) and
(iii) WP PISTACHIOS LLC, a Delaware limited liability company (“Crop Buyer”). Land Buyer
and Crop Buyer are sometimes referred to herein collectively as “Buyer”, provided that Crop
Buyer is a party to this Agreement solely with respect to the provisions expressly applicable to the
purchase of the Westlands Crops (as defined below), and shall have no obligations with respect to
the purchase of the Land. 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 7,166.71 assessed acres of land, as more particularly
described on Exhibit A attached hereto (collectively, the “Land”).
B. 	Land 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. 	Crop Buyer desires to purchase and Seller desires to sell the Westlands
Crops on the terms and subject to the conditions herein set forth.
D. 	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 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”).
NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby
covenant and agree as follows:
1. 	Purchase and Sale
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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 the
applicable Buyer, and Buyer hereby agrees to purchase and acquire from Seller, the applicable
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 (the “Fixtures”),
including without limitation all roads, paved areas, implement covers, fences, gates, cattle guards,
and all improvements and infrastructure; all solar panels and all infrastructure related to solar
panels, including mounting systems, inverters, wiring, conduits, and related equipment (but
excluding all of the foregoing solar panels and infrastructure listed on Schedule 1.1(b)); 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 otherwise used or useful to or of benefit to the use and enjoyment
of the Land or that provides drainage, irrigation and/or water to the Land;
(c) 	All rights and interests, if any, in and to all rights, rights of way,
reversions, remainders, strips or gores, if any, between the Land and abutting properties, and any
land lying in or under the bed of any street, alley, road or right-of way, abutting or adjacent to the
Land, all covenants, conditions and restrictions, privileges, easements, servitudes, hereditaments,
and appurtenances appurtenant to the Land, or otherwise used or useful to or of benefit to the use
and enjoyment of the Land and/or providing any benefit with respect to access, ingress, egress,
irrigation water, domestic water, electricity, gas, telephone, sewer or other utility service to the
Land, whether or not of record (collectively, the “Appurtenant Rights”);
(d) 	Subject to the rights of Ranch 24, LLC in and to the crops growing
on the Ranch 24 Premises (as defined on Schedule 5.2(i)), all crops and farm products, whether
fructus naturales or fructus industriales (emblements), from and after the 2026 crop year (the
“Crops”);
(e) 	All rights of Seller in and to all oil, gas, minerals, and other
hydrocarbon substances, on or hereafter on or under the Land before or after extraction, if any
(collectively, the “Oil, Gas and Mineral Rights”);
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(f) 	All surface water rights, groundwater rights, water credits, water
entitlements, water expectancies, and banked water of any kind 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, 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, lease, transfer, or exchange of water
generated from irrigation wells or otherwise associated with the Land, but specifically excepting
any banked water rights held by POSO CREEK WATER COMPANY, LLC, a California limited
liability company (“Poso Creek”), whether or not any of the members for which such water is held
by Poso Creek are the fee owners of the Land (collectively, “Water Rights”); and
(g) 	Any licenses or other agreements material to the Property and
operations thereon as listed on Schedule 1.1(g) that Buyer would like to have assigned to it at
Closing; provided that (i) such licenses or agreements are Receivership Property assignable by
Seller to Buyer without any liability or consideration and (ii) in the event that there are any licenses
or agreements that are material but not Receivership Property, Seller will use commercially
reasonable efforts to provide partial assignments where possible (and without any liability or
consideration) and enter into other agreements or arrangements that are reasonably satisfactory to
Buyer and approved by the Court, as necessary.
(h) 	All crops and farm products produced from 10,011.79 acres in
Fresno County, California (the “Westlands Property”) pursuant to the terms of the Pistachio
Purchase Agreement attached hereto as Exhibit H (the “Westlands PPA”) (the “Westlands
Crops”).
For purposes of clarity, the Land, Improvements, Fixtures, Appurtenant Rights, Oil, Gas
and Mineral Rights, Water Rights and licenses and agreements described in Sections 1.1
(a)through (g) (the “Real Property”) shall be purchased by Land Buyer and the Crops described in
Section 1.1(h) shall be purchased by Crop Buyer.
1.2 	As-Is Condition of Property; Disclaimer of Warranties; Certain Disclosures.
(a) 	Buyer acknowledges that Seller is acting solely in his capacity as
Court-appointed receiver and, consequently, has limited knowledge of the condition of the
Property. ACCORDINGLY, BUYER ACKNOWLEDGES AND AGREES THAT BUYER
IS PURCHASING THE PROPERTY “AS-IS”, “WHERE-IS”, AND “WITH ALL FAULTS
AND DEFECTS” AS OF THE EFFECTIVE DATE AND CLOSING DATE, AND BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY
DISCLAIMS 	ANY 	AND 	ALL 	IMPLIED 	WARRANTIES 	CONCERNING 	THE
CONDITION, VALUE AND QUALITY OF THE PROPERTY AND ANY PORTIONS
THEREOF, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
HABITABILITY, 	MERCHANTABILITY, 	OR 	FITNESS 	FOR 	A 	PARTICULAR
PURPOSE. 	BUYER 	ACKNOWLEDGES 	THAT 	NO 	WARRANTY 	HAS 	ARISEN
THROUGH TRADE, CUSTOM OR COURSE OF DEALING WITH SELLER. 	BUYER
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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; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION
1.2 SHALL RELIEVE SELLER FROM (I) OBLIGATIONS EXPRESSLY SET FORTH IN
THIS AGREEMENT OR ANY CLOSING DOCUMENTS, AND (II) LIABILITY FOR
SELLER’S INTENTIONAL FRAUD OR WILLFUL MISCONDUCT.
(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, EXCEPT TO THE
LIMITED EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT.
(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
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AGRICULTURAL USES OR FOR THE CONDUCT OF ANY USES OR ACTIVITIES
THAT BUYER MAY CONTEMPLATE OR ELECT TO CONDUCT THEREON, OR THE
AVAILABILITY OF WATER OR WATER RIGHTS ON OR BENEFITTING THE
PROPERTY; 	(iv) 	THE 	PRESENCE 	OF 	ANY 	LATENT 	OR 	PATENT 	DEFECTS
AFFECTING 	THE 	PROPERTY 	INCLUDING 	BUT 	NOT 	LIMITED 	TO
IMPROVEMENTS, SOIL, GROUNDWATER AND SUBSURFACE GEOLOGY; AND
(v) THE QUALITY OF CONSTRUCTION AND MATERIALS INCORPORATED INTO
ANY IMPROVEMENTS LOCATED ON THE PROPERTY AND THE EXISTENCE,
QUALITY, NATURE, ADEQUACY, OR CONDITION OF ANY UTILITIES SERVING
THE PROPERTY.
(d) 	BUYER, FOR ITSELF AND ITS HEIRS, SUCCESSORS AND
ASSIGNS, AND ANYONE CLAIMING BY, THROUGH, OR UNDER BUYER, HEREBY
EXPRESSLY (i) WAIVES ANY CLAIM AND CAUSE OF ACTION WHICH RELATE,
REFER, PERTAIN TO, OR ARISE OUT OF ANY OF THE MATTERS DESCRIBED IN
THIS SECTION 1.2, AND ANY FAILURE BY SELLER TO DISCLOSE INFORMATION
TO BUYER CONCERNING THE PROPERTY (COLLECTIVELY, “SUCH CLAIMS”)
(REGARDLESS OF WHETHER SUCH CLAIMS ARE KNOWN OR DISCOVERABLE
AS OF THE EFFECTIVE DATE OR THE CLOSING DATE) AND (ii) RELEASES
SELLER FROM ANY AND ALL LIABILITY FROM ANY SUCH CLAIMS, EXCEPT
THAT BUYER DOES NOT WAIVE AND EXPRESSLY RESERVES (A) CLAIMS FOR
SELLER’S INTENTIONAL FRAUD OR WILLFUL MISCONDUCT, AND (B) CLAIMS
ARISING FROM SELLER’S FAILURE TO PERFORM OBLIGATIONS EXPRESSLY
SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS.
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 by Buyer solely to the extent such claims do not involve (i)
Seller’s intentional fraud or willful misconduct, and (ii) Seller’s obligations expressly set forth in
this Agreement:
“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.”
___________
Land Buyer’s Initials
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_____________
Crop Buyer’s Initials
1.3 	Release. At the Closing, as a condition of Seller’s obligation to convey the
Property to Buyer, Buyer shall deliver to Seller and The Prudential Insurance Company of America
(“Prudential”), PAR U Hartford Life & Annuity Comfort Trust (“PAR U”), and PGIM Real
Estate Finance, LLC (together with Prudential and PAR U, collectively, the “Lenders”) a release
(the “Release”) in the form and content set forth on Exhibit D.
1.4 	Not a Residential Purchase. Notwithstanding the existence of any residence
upon the Land, any such residence is incidental to the Property and the parties acknowledge,
understand, and agree that this Agreement is a commercial transaction and Buyer is not a
homebuyer purchasing a dwelling or residence. 	As a material inducement to Seller to sell the
Property, Buyer represents and warrants: 	(i) that it is purchasing the Property as a commercial
transaction; (ii) that the existence of any residence is not a material consideration of its desire to
purchase the Property; (iii) that nothing of value is being attributed to any such residence; and (iv)
that Buyer does not intend to occupy any such residence as Buyer’s primary 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.
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 the date
which is five (5) Business Days following the date on which 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).
3.1 	Purchase Price. The Purchase Price of the Property (“Purchase Price”) is
Eighty-Two Million Six Hundred Ninety One Thousand, Six Hundred Ninety-Three and
00/100thsDollars ($82,691,693.00)1 United States currency. The Purchase Price shall be paid to
Seller in installments as follows:
1 Bid Amount of $84,700,000.00, less bid credit in the amount of the Breakup Fee.
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(a) 	Independent Consideration. Notwithstanding any term or provision
of this Agreement, Buyer hereby delivers to Seller an amount equal to One Hundred and
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) 	Bid 	Deposit. 	Concurrently 	with 	Buyer’s 	execution 	of 	this
Agreement and pursuant to the Marketing Procedures Order, Land Buyer shall deposit into an
interest-bearing receiver account with Pivot Management Group LLC (the “Deposit Holder”) an
amount equal to Six Million Six Hundred Ninety Four Thousand Three Hundred Fifty Seven
Dollars and 40/100ths ($6,694,357.40) (the “Bid Deposit”) in immediately available, goods
funds of the United States of America or, at Buyer’s election, by delivery of an irrevocable standby
letter of credit issued by a nationally recognized bank in a standard form reasonably acceptable to
Buyer and Seller (the “Letter of Credit”). If Buyer elects to deliver the Letter of Credit, Buyer
shall have no obligation to fund the Bid Deposit in cash unless and until the Closing, at which time
the Letter of Credit shall be drawn or replaced with cash and applied toward payment of the cash
consideration due. The Letter of Credit must provide for written notice to Seller at least sixty (60)
days prior to the expiration of the Letter of Credit if the Letter of Credit is not to be renewed by
the issuer, and may be drawn upon only in the event of (i) a determination by a court of competent
jurisdiction that Buyer is in default under this Agreement, or (ii) if the full amount of the Bid
Deposit is not deposited with Deposit Holder, or a replacement Letter of Credit delivered to Seller,
at least thirty (30) days prior to the expiration of the then current Letter of Credit. If Buyer is the
Successful Bidder, the Bid Deposit shall be credited and applied toward payment of the cash
consideration due at the Closing.
(c) 	Closing Payment. Seventy-Two Million Seven Hundred Ninety-
Seven Thousand Three Hundred Thirty Five and 60/100ths Dollars ($72,797,335.60) (the
“Closing Payment”) shall be deposited by Land Buyer into Escrow no later than one (1) business
day prior to the Closing and shall be released to Seller in cash, by cashier’s check or wire transfer
of immediately available funds, at the Close of Escrow.
(d) 	2026 Post-Closing Payment. One Million Six Hundred Thousand
Dollars ($1,600,000) (the “2026 Post-Closing Payment”) shall be paid by Crop Buyer to Seller
in cash, by cashier’s check or wire transfer of immediately available funds, but only upon and
conditioned on complete delivery of the 2026 pistachio crop from the Westlands Property pursuant
to the terms of the Westlands PPA. The 2026 Post-Closing Payment shall be in addition to any
amounts due to the then-current grower under the Westlands PPA.
(e) 	2027 Post-Closing Payment. One Million Six Hundred Thousand
Dollars ($1,600,000) (the “2027 Post-Closing Payment,” and together with the 2026 Post-Closing
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Payment, collectively, the “Post-Closing Payments”) shall be paid by Crop Buyer to Seller in
cash, by cashier’s check or wire transfer of immediately available funds, but only upon and
conditioned on complete delivery of the 2027 pistachio crop from the Westlands Property pursuant
to the Westlands PPA. The 2027 Post-Closing Payment shall be in addition to any amounts due to
the then-current grower under the Westlands PPA.
(f) 	Survival; Breach by Crop Buyer. The obligation to make the Post-
Closing Payments shall be a contractual payment obligation only, shall be a covenant surviving
the Closing as to the Real Property, and shall not constitute or be deemed secured by the Property,
and Seller’s sole and exclusive remedy for non-payment shall be an action at law for such payment.
Crop Buyer’s failure to make the 2026 Post-Closing Payment within thirty (30) days following
Seller’s written notice confirming the complete delivery of the 2026 pistachio crop from the
Westlands Property shall be grounds for termination by Seller of the Westlands PPA with respect
to the 2027 pistachio crop from the Westlands Property.
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 FIFTEEN (15) 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 	FIFTEEN 	(15) 	BUSINESS 	DAYS, 	AND 	BUYER 	HAS 	DILIGENTLY
COMMENCED SUCH CURE WITHIN SAID FIFTEEN (15) 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 FORTY-FIVE DAYS, OR
SUCH LONGER PERIOD AS APPROVED BY THE COURT, SELLER SHALL BE
ENTITLED TO THE BID DEPOSIT SET FORTH IN SECTION 1.5 AS LIQUIDATED
DAMAGES, AND NOT AS A PENALTY AND AS SELLER’S EXCLUSIVE REMEDY
AGAINST BUYER AT LAW OR OTHERWISE FOR BUYER’S FAILURE TO CLOSE
THE PURCHASE OF THE PROPERTY. 	THE PARTIES HERETO EXPRESSLY
ACKNOWLEDGE 	AND 	AGREE 	THAT THE 	AMOUNT 	OF SELLER’S 	ACTUAL
DAMAGES IN THE EVENT OF BUYER’S FAILURE TO CLOSE THE PURCHASE OF
THE PROPERTY OR OTHER EVENT OF DEFAULT BY BUYER UNDER THIS
AGREEMENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
ASCERTAIN, AND THE AMOUNT SET FORTH ABOVE AS LIQUIDATED DAMAGES
HAS 	BEEN 	AGREED 	UPON 	BY 	SELLER 	AND 	BUYER 	AFTER 	SPECIFIC
NEGOTIATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES
IS NOT INTENDED AS A FORFEITURE OR PENALTY. THE PARTIES AGREE THAT
THE 	BID 	DEPOSIT 	AMOUNT 	SET 	FORTH 	IN 	SECTION 	1.5 	REPRESENTS 	A
REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH SELLER WOULD
INCUR IN THE CASE OF BUYER’S FAILURE TO CLOSE THE PURCHASE OF THE
PROPERTY. BY INITIALING THE SPACES WHICH FOLLOW, SELLER AND BUYER
SPECIFICALLY 	AND 	EXPRESSLY 	AGREE 	TO 	ABIDE 	BY 	THE 	TERMS 	AND
PROVISIONS OF THIS SECTION CONCERNING LIQUIDATED DAMAGES IN THE
EVENT OF BUYER’S FAILURE TO CLOSE THE PURCHASE OF THE PROPERTY.
FOR THE AVOIDANCE OF DOUBT, THE FOREGOING LIQUIDATED DAMAGES
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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 	Land Buyer 	Crop 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.
(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.
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5.2 	Condition of Title. 	Seller agrees to convey fee simple title in and to the
Property to Land Buyer. Title shall be conveyed by Seller to Land Buyer by receiver’s deed, using
the form attached hereto as Exhibit E (the “Deed”), subject to the items enumerated in this Section.
Land Buyer shall accept title to the Property subject to the following exceptions; provided,
however, that nothing herein shall limit or restrict Land Buyer’s right to (i) negotiate with the Title
Company to remove or modify any such exceptions, or (ii) obtain title endorsements at Land
Buyer’s expense to insure over any such 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) 	easements, covenants, restrictions, defects, encumbrances and other
matters of record on the Effective Date, except as provided in Section 5.3 below;
(d) 	physical matters and conditions, if any, that exist at the Property on
the Effective Date and are 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) 	all recorded covenants, conditions, restrictions, easements, and
agreements affecting the Property on the Effective Date, including without limitation the Permitted
Exceptions (as defined below), except to the extent Seller has agreed in writing to terminate or
remove;
(h) 	the printed standard exceptions listed in the Preliminary Report; and
(i) 	such other matters as Buyer either waives, assumes, or consents to
in writing, including the leasehold and other rights listed in Schedule 5.2(i).
5.3 	No Liens. 	Notwithstanding the foregoing, the Property shall be sold free
and clear of any and all monetary liens, deeds of trust, mortgages, security interests, tax liens
(except those for taxes not yet due or payable), mechanics’ liens, crop liens, and other financial
encumbrances securing the payment of money, including any claims of tenants, contractors, or
others with potential rights to the crops or improvements effective upon the Closing, other than
the Permitted Exceptions. Seller shall have caused or obtained, to Buyer’s reasonable satisfaction,
prior to the Closing, a full release of all liens, claims, or encumbrances in and to the Crops that
appear in the public record or that are known to Seller by any persons having an interest therein.
5.4 	Buyer’s Indemnification of Seller. Any damage caused to the Property by
Buyer or Buyer’s Agents in connection with Buyer’s Inspection shall be promptly and fully
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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 provided, however, that
Buyer shall not be responsible for pre-existing conditions or defaults, including hazardous or toxic
materials, not caused or exacerbated by Buyer or Buyer’s Agents. 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
not extend to indirect, consequential, punitive or speculative damages and 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, except that Seller shall disclose to Buyer any
notices, violations, or regulatory actions of which Seller has actual knowledge, and shall further
disclose to Buyer, and deliver true and complete copies of, any contracts, agreements, or
understandings (whether written or oral) with third parties relating to the pumping, diversion,
sharing or transfer of groundwater, banked water, surface water, water rights or pumping
allocations affecting the Property, whether or not of record, of which Seller has actual knowledge
(provided that any such document which is included in the Preliminary Report is deemed
delivered). 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, provided this release shall not apply to any liability arising from Seller’s or any Seller
Parties’ fraud or intentional misrepresentations in connection with SGMA or water rights
information provided to Buyer.
Notwithstanding anything to the contrary in this Section 5.5 or elsewhere in this
Agreement, Buyer shall not assume, and Seller shall remain solely responsible for, any fees,
charges, penalties, assessments, or other liabilities imposed by the Semitropic Water District or
any other governmental or quasi-governmental authority arising out of or relating to groundwater,
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surface water, or allocation overages attributable to use of the Property prior to the Closing Date,
including without limitation, any SGMA allocation overages for the 2025 water year (January 1,
2025 – December 31, 2025), regardless of whether such amounts are invoiced, assessed, or become
due after Closing. Any such liability shall remain the sole responsibility of Seller, and Seller shall
indemnify, defend, and hold Buyer harmless from and against the same. This carve-out shall
survive Closing and delivery of the Grant Deed.
6. 	Conditions Precedent; Termination.
6.1 	Conditions to Obligations of all Parties. The obligation of each Party to
consummate the transactions contemplated by this Agreement at Closing is subject to the
fulfillment on or prior to the Closing of the following conditions:
(a) 	the Court shall have entered the Sale Order and such order shall be
in full force and effect and shall not have been stayed or vacated, and any applicable appeal period
thereafter having lawfully expired, with no appeal having been filed with respect thereto. The Sale
Order shall be deemed obtained prior to the lapse of the appeals period if the Court approves this
Agreement, the sale of the Property pursuant to the terms of this Agreement, and Closing by Seller
upon a motion joined in, or their approval stipulated to the Court as agreed to, by Owner, Lenders,
and all parties of interest in the Action, and Title Company agrees to insure title to the Property
without taking exception to the appeals period or any potential appeal that could be filed during
such period. Buyer acknowledges and confirms that neither Seller nor any of Lenders has made
any representations or warranties, express or implied, that the Sale Order or the Lender Agreement
Approval (defined below) will be obtained. Promptly upon obtaining the Sale Order, Seller shall
deliver a copy of the Sale Order to Buyer and Escrow Holder. If: (i) the Court denies approval of
this Agreement, or (ii) the Sale Order is overturned in an appeal, this Agreement shall be
terminated, the Bid Deposit, plus all interest accrued thereon, 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
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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) 	All exhibits, schedules, attachments, and ancillary documents to this
Agreement shall have been fully executed and delivered to Escrow, in form and substance
satisfactory to Seller in its sole discretion.
(c) 	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(i), 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.
(d) 	All monetary liens, deeds of trust, mortgages, security interests, tax
liens, mechanics’ liens, crop liens, and other financial encumbrances securing the payment of
money against the Property which Seller is obligated to remove or cause the removal pursuant to
this Agreement shall have been fully paid, released, and reconveyed (or other arrangements
reasonably satisfactory to Buyer shall have been made for their release concurrently with Closing),
so that title to the Property is conveyed to Buyer free and clear of all such monetary liens, subject
only to the Permitted Exceptions (as defined below).
(e) 	All exhibits, schedules, attachments, and ancillary documents to this
Agreement shall have been fully executed and delivered to Escrow, in form and substance
satisfactory to Buyer in its sole discretion.
(f) 	Any and all past due or delinquent water bills or charges relating to
the Property shall have been paid in full by Seller prior to the Close of Escrow or, if not paid, shall
be satisfied from Seller’s proceeds at Closing through escrow as a proration.
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(g) 	Seller has obtained the termination of, or the Court has ordered the
sale of the Property free and clear of, the Water Supply Agreements listed on Schedule 6.3(g) as
to the Property to Buyer’s reasonable satisfaction, provided that failure of this condition shall not
be a default of Seller under this Agreement.
(h) 	Seller has obtained the termination of, or the Court has ordered the
sale of the Property free and clear of, the Rights of First Refusal listed on Schedule 6.3(h) (the
“ROFRs”) as to the Property to Buyer’s reasonable satisfaction, or that the Court has entered a
finding that the ROFRs are not enforceable against the Receiver or Receivership Property,
provided that failure of this condition shall not be a default of Seller under this Agreement.
(i) 	Buyer has completed its diligence review of all water matters, not
later than 12:00 p.m., Pacific Time, on October 3, 2025 (the “Diligence Deadline”).
The foregoing conditions are solely for the benefit of Buyer, any or all of which may be waived
by Buyer in Buyer’s sole discretion.
6.4 	Termination. This Agreement may be terminated in accordance with this
Section 6.4 at any time prior to the Closing:
(a) 	By written notice of either Buyer or Seller if the Closing shall not
have occurred on or before thirty (30) days after the Sale Order becomes final and non-appealable,
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 (i) by Seller and Buyer upon mutual agreement.,
(ii) by Seller for no more than an additional fifteen (15) days if required to obtain releases of title
matters to be removed by Seller hereunder at the Closing.
(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 intentional 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 earlier of the
date (i) the alternative transaction closes, and (ii) sixty (60) days following the entry of the Sale
Order.
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(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 Buyer by giving written notice to Seller if the Sale Order is: (i)
modified or otherwise altered in a manner materially adverse to Buyer not otherwise agreed to by
Buyer, in writing, or (ii) stayed or vacated by the Court or a court of competent jurisdiction and
such stay or vacatur shall not have been removed prior to the earlier of (x) ten (10) days following
the implementation of such stay or vacatur, or (y) the Outside Date;
(f) 	By Seller by giving written notice to Buyer 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 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 forty-five (45) 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;
(g) 	By Buyer by giving written notice to Seller not later than the
Diligence Deadline; and
(h) 	By the mutual written consent of Seller and Buyer.
6.5 	Effect of Termination
(a) 	In the event of the termination of this Agreement as provided in
Section 6.4, this Agreement shall forthwith become void and there shall be no liability on the part
of either Party (except with respect to confidentiality, liquidated damages, obligations relating to
indemnity, the return or disbursement of the Bid Deposit, the Breakup Fee and Expense
Reimbursement, 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(f), and Sellers are not then in 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(f), Buyer shall be entitled to return of the Bid Deposit as set
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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, and in the case of any Seller breach,
Buyer shall be entitled to pursue specific performance.
(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 Two Million Eight Thousand Three Hundred Seven and 00/100ths Dollars
($2,008,307.00) (the “Breakup Fee”) 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 to receive the Breakup Fee, in
accordance with Section 6.5(b), if payable thereunder; provided that in the case of any fraud or
willful misconduct by Seller, Buyer shall have the right to pursue specific performance if
applicable.
(d) 	Each of the Parties acknowledges and agrees that the agreements
contained in this Section 6.5 are an integral part of this Agreement and that the Breakup Fee is not
a penalty, but rather represents liquidated damages in a reasonable amount that will reasonably
compensate Buyer in the circumstances in which such Breakup Fee is payable for the efforts and
resources expended and opportunities foregone by Buyer while negotiating and pursuing this
Agreement and in reasonable reliance on this Agreement and on the reasonable expectation of the
consummation of the transactions contemplated herein, which amount would otherwise be
impossible to calculate with precision.
7. 	Seller’s Representations and Warranties.
7.1 	Seller’s Representations and Warranties. Except as set forth on Schedule
7.1, attached hereto, Seller hereby warrants, represents, covenants, and certifies to Buyer that:
(a) 	Court-Appointed Receiver. 	Seller is the Court-appointed receiver
over the Receivership Property, duly appointed and acting within the scope of authority granted
by the Court, and has not received any written notice of challenge or appeal to such appointment
that remains unresolved.
(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
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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, except that Seller
shall disclose to Buyer any known certifications, contracts, or royalty obligations of which Seller
has actual knowledge. Seller makes no representations or warranties in this regard.
(f) 	Contracts. Except as disclosed to Buyer in writing or set forth on
Schedule 7.1, Schedule 5.2(i), or which are Permitted Exceptions or otherwise set forth in the
Preliminary Report, Seller has not entered into, and to Seller’s Knowledge (as defined below) there
are no, contracts, agreements, leases, licenses, management agreements, service contracts,
maintenance agreements, construction contracts, or other similar arrangements, including, without
limitation, agreements with third parties related to the pumping, diversion, sharing or transfer of
groundwater, banked water, surface water, water rights or pumping allocations affecting the
Property that will be binding on Buyer after the Close of Escrow.
(g) 	Taxes and Assessments. To Seller’s Knowledge, all general real
property taxes and regular assessments currently due and payable with respect to the Property have
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been paid or will be prorated at Closing. To Seller’s Knowledge, there are no pending or threatened
special assessments, impact fees, or similar charges affecting the Property other than those
disclosed to Buyer in writing or that are matters of public record.
(h) 	Litigation. To Seller’s Knowledge, there are no actions, suits, or
proceedings pending or threatened against Seller relating solely to the Property, other than those
disclosed to Buyer in writing or matters of public record.
(i) 	Knowledge Definition. 	As 	used 	in 	this 	Agreement, 	the term
“Seller’s Knowledge” means the current actual (and not constructive or imputed) knowledge of
LANCE MILLER, solely in his capacity as court-appointed receiver, without any duty of inquiry
or investigation, and expressly excluding the knowledge of any other person, including Seller’s
agents, employees, consultants, or representatives. Any disclosure required hereunder shall be
deemed made if such matter is listed in the Preliminary Report.
7.2 	Survival. The express representations and warranties made in this Article
by Seller will not merge into any instrument of conveyance delivered at the Closing; provided,
however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of
any such representations and warranties shall be commenced, if at all, on or before the 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. 	Each of Land Buyer and Crop Buyer is a limited
liability company that is properly and duly formed, validly existing and in good standing under the
laws of the Delaware, registered to transact business in the State of California, and is in good
standing under the laws of the State of California.
(b) 	Authority. Buyer, and its Authorized Assignee(s) (defined below),
acting through any of their respective duly empowered and authorized managers, members,
partners or officers, as applicable, has all necessary entity power and authority to transact the
business in which it is engaged, and has full power and authority to enter into this Agreement, to
execute and deliver the documents and instruments required of the Buyer executing such
documents and instruments 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 and delivered at Closing, will, at the time of Closing, (i) be
duly authorized, executed and delivered by the Buyer executing such documents, (ii) be legal,
valid and binding obligations of such 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 such Buyer
is subject.
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(c) 	OFAC Compliance. Buyer or its Authorized Assignee (which, for
the purposes of this Section 8(c), shall include its 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 OFAC at its official website (http://www.treas.gov/ofac/t11sdn.pdf) or at any
replacement website or other replacement official publication of such List; (ii) is currently in
compliance with and will at all times during the term of this Agreement (including any extension
thereof) remain in compliance with the regulations of OFAC and any statute, executive order
(including 	the 	September 	24, 	2001 	Executive 	Order 	Blocking 	Property 	and 	Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
governmental action relating thereto; and (iii) will not transfer or permit the transfer of any
controlling interest in Buyer to any person or entity who is, or any of whose beneficial owners are,
listed on the List.
(d) 	Bankruptcy. Buyer has not (i) filed or been the subject of any filing
of a petition under the U.S. bankruptcy code (11 U.S.C. § 101, et seq.) or any insolvency laws, or
any laws for composition of indebtedness or for the reorganization of debtors; (ii) made a general
assignment for the benefit of creditors, (iii) suffered the appointment of a receiver to take
possession of all or substantially all of Buyer’s assets, or (iv) suffered the attachment or other
judicial seizure of all or substantially all of Buyer’s assets.
(e) 	Debts, Liens, and Encumbrance. 	Buyer shall pay, when due, any
claims, liabilities, debts, injuries, liens or other encumbrances, and any consultant or other expense
contracted for or incurred by Buyer incurred or arising before the Close of Escrow or the earlier
termination of this Agreement that directly relate to any of Buyer’s activities on 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 Costs; Crop Management. Seller shall pay all cultural costs for the 2025
crop on the Property, including related crop insurance premiums. At the Closing, through the
Escrow, 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”). 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
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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. Buyer shall also have the exclusive
right to direct, in writing, reasonable farming operations for the 2026 crop on the Property, and
Seller shall comply with such reasonable directions so long as they are consistent with standard
agricultural practices.
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 Land Buyer, a current ALTA
Extended Coverage Policy of title insurance, at no more than the insurer’s standard rates (the “Title
Policy”). The Title Policy shall show title to the Land, Improvements and appurtenant easements
vested in Land 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 Title Policy
including the exceptions listed on Schedule 10.1(c) attached hereto and incorporated herein by
reference 	(the “Permitted Exceptions”), except to the extent Seller and/or Escrow Holder has
agreed in writing to remove. The premium for such Title Policy shall be paid as required under
Section 12.
(d) 	Delivery. 	Possession of the Property shall be delivered to Land
Buyer at the time of the Closing free of all leases, contracts, occupancy agreements, tenancies,
licenses, use agreements or otherwise, except as may be included within the Permitted Exceptions,
if applicable, or to the extent such items are not Receivership Property.
10.2 	Seller’s Closing Obligations. 	On or before the Closing Date, Seller shall
deposit or cause the following to be deposited into Escrow (duly executed, as appropriate), for
recordation or delivery to Buyer as appropriate:
(a) 	The Deed, executed by Seller.
(b) 	A bill of sale in substantially the form attached hereto as Exhibit F
(the “Bill of Sale”).
(c) 	To the extent required, duplicate counterparts of an assignment and
assumption agreement (the “Assignment Agreement”), in substantially the form attached hereto
as Exhibit G, with respect to any contracts, licenses or other agreements material to the Property
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and operations thereon that are Receivership Property and that Buyer informs the Seller in writing
that Buyer would like to have assigned to it at Closing (to the extent that Seller can transfer or
assign such licenses or agreements to Buyer without breach or liability).
(d) 	An assignment of multi-peril crop insurance related to the Land, if
any (the “Assignment of Crop Insurance”) to the extent assignable.
(e) 	The 	Westlands 	PPA 	executed 	by 	Seller, 	and 	a 	notarized
memorandum thereof in recordable form for Fresno County, California in the form attached hereto
as Exhibit I (the “PPA Memo”).
(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 Closing Balance of the Purchase Price and Buyer’s share of the
Closing Costs and Prorations.
(b) 	Evidence 	reasonably 	acceptable 	to 	Seller’s 	counsel 	that 	the
documents delivered to Seller by Buyer or its Authorized Assignee have been duly authorized by
Buyer or its Authorized Assignee, duly executed on behalf of Buyer or its Authorized Assignee
and when delivered constitute valid and binding obligations of Buyer or its Authorized Assignee.
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(c) 	A Preliminary Change of Ownership Report in the form specified
by Kern County (the “PCOR”).
(d) 	To the extent required, duplicate counterparts of the Assignment
Agreement.
(e) 	The Westlands PPA, executed by Crop Buyer, along with the PPA
Memo, executed and notarized by Crop Buyer.
(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 the Title Policy in the condition required in Section
10.1(c) above. The Escrow Holder shall close escrow by:
(a) 	Recording the Deed in the Official Records of Kern County,
California, and return the recorded Deed to Land Buyer with a conformed copy to Seller, and file
the PCOR in Kern County, California;
(b) 	Recording the PPA Memo in the Official Records of Fresno County,
California, and return the recorded PPA Memo to Crop Buyer with a conformed copy to Seller;
(c) 	Issuing to Land Buyer the Title Policy (within fifteen (15) days after
the Closing);
(d) 	Delivering to Seller the proceeds due Seller from the Purchase Price,
after deducting Seller’s share of Closing Costs, and adjusting for Prorations;
(e) 	Delivering to Buyer Seller’s certification that it is not a “foreign
person”;
(f) 	Delivering to Land Buyer the items deposited into Escrow by Seller
for delivery to Land Buyer, including the Bill of Sale;
(g) 	Delivering to Crop Buyer the items deposited into Escrow by Seller
for delivery to Crop Buyer, if any;
(h) 	If applicable, delivering to each of Land Buyer and Seller, a fully
executed counterpart of the Assignment Agreement; and
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(i) 	Delivering to Seller the items deposited into Escrow by Buyer for
delivery to Seller.
11. 	Like-Kind Exchange. Each Party agrees to cooperate, in all reasonable respects,
relating to any 1031 exchange requested by the other Party; provided that (i) such cooperation is
at no cost, expense, or liability to the non-exchanging Party and (ii) that the Closing is not delayed
as a result thereof.
12. 	Closing Costs. All closing costs incurred in connection with closing the Escrow
(the “Closing Costs”) shall be paid as follows:
(a) 	Buyer and Seller shall pay their respective: (i) legal fees and
expenses, and (ii) share of Prorations as provided in the Closing Statement.
(b) 	Seller shall pay (i) 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, and (iv)
premium for Land Buyer’s Title Policy, and (v) 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 Kern 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 tax bills. Such prorations and apportionments shall be made
in the manner customary in Kern County for the sale of agricultural land. If any such taxes,
assessments, or charges relate to periods prior to the Close of Escrow but are billed or become due
after the Close of Escrow, Seller shall remain liable for (and promptly reimburse Buyer for) the
portion allocable to the period prior to the Close of Escrow. Buyer shall be responsible only for its
allocable share accruing from and after the Close of Escrow.
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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 three (3) months after the Closing Date.
14. 	Risk of Loss. Risk of physical loss to the Property shall be borne by Buyer from
and after the date that Buyer receives title and possession thereof. 	In the event of the loss or
destruction of a material part of the Property prior to the Closing, from a cause other than the
intentional act or omission or gross negligence of Buyer then, at Buyer’s sole option, and upon
Buyer’s written notice to Seller within ten (10) business days of Buyer’s receipt of notification of
such loss, both Parties may be relieved of their obligations and this Agreement shall be deemed
void and without further effect, and the Bid Deposit shall be returned to Buyer, unless Seller shall
restore the lost or destroyed portion of the Property, within thirty (30) days of receipt of notice and
has fully paid all costs thereof and cleared any potential liens associated therewith or Buyer and
Seller agree to reduce the Purchase Price by the value of the lost or destroyed portion of the
Property. Seller shall have the right to assign its rights to receive the Post-Closing Payments at any
time following the Closing.
15. 	Assignment. Buyer may assign, for estate planning purposes, or 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 earlier of (i)
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forty-five (45) days following the entry of the Sale Order, or (ii) 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 within such forty-five (45) day period, Buyer will be deemed to
be the Successful Bidder and shall 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”), neither has engaged the services of any other
real estate broker, salesperson, agent or finder, nor done any other act nor made any statement,
promise or undertaking which would result in the imposition of liability for the payment of any
other real estate brokerage commission, finder’s fee or otherwise in connection with the transaction
described herein. Seller shall be responsible for the payment of a commission or fee to Seller’s
Broker in accordance with its separate agreement therewith. 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 which a court of competent
jurisdiction determines was frivolous or brought in bad faith by the unsuccessful Party, 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:
For formal notices:
Wonderful Orchards LLC
With a copy to:
The Wonderful Company LLC
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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6801 E. Lerdo Highway
Shafter, CA 93263
Attention: Rob C. Yraceburu, President
Email: rob.yraceburu@wonderful.com
Telephone: (661) 399-4456
11444 W. Olympic Blvd, 10 th Floor
Los Angeles, CA 90064
Attention: Craig B. Cooper,
General Counsel
Email: legalnotices@wonderful.com
Telephone (310) 220-9900
For Closing related correspondence:
Wonderful Orchards LLC
6801 E. Lerdo Highway
Shafter, CA 93263
Attention: Mike Widhalm
Email: mike.widhlam@wonderful.com
Telephone: (661) 399-4456
With a copy to:
The Wonderful Company LLC
11444 W. Olympic Blvd, 10 th Floor
Los Angeles, CA 90064
Attention: Alissa Mafrice
Email: alissa.mafrice@wonderful.com
Telephone (310) 966-8633
If to Seller: 	Lance Miller, Receiver
c/o Pivot Group
1230 Rosecrans Avenue
Suite 300 – PMB928
Manhattan Beach, CA 90266
Attn: Lance Miller or Matt Covington
Telephone: 	424-363-0599
Email: lance.miller@pivotgrp.com and
matt.covington@pivotgrp.com
With a copy to:
Katten Muchin Rosenman LLP
2121 North Pearl Street, Suite 1100
Dallas, TX 75201-2591
Attn: John Mitchell and Michaela
Crocker
Telephone: 	214-765-3600
Email: john.mitchell@katten.com and
michaela.crocker@katten.com
AND
Cutts Law, PC
5088 N. Fruit Ave, Ste 101
Fresno, CA 93711
Attn: Lisa A. Cutts
Telephone: 	559-226-8177
Email: lac@cutts-law.com
21. 	Waivers. Any Party can waive a provision, condition or covenant contained in this
Agreement, which is included herein for the benefit of the Party making such waiver. Any such
waiver shall be in writing and delivered to the other Party and the Escrow Holder. No waiver by
any Party of any covenant, condition or breach hereunder shall be deemed a waiver of any other
subsequent covenant, condition, or breach.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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 Kern, California.
23. 	Business Days. In the event that this Agreement calls for an act to be performed,
or a notice to be given, on or by a specific date, which date falls on a Saturday, Sunday, or holiday
(as defined in Section 6700 and 6701 of the California Government Code), then such act may be
performed upon or such notice given on the next business day with the same effect as if it had been
performed on the day appointed. Any reference to “business days” herein shall mean those days
other than Saturdays, Sundays, or holidays (as defined in Section 6700 and 6701 of the California
Government Code).
24. 	WAIVER OF JURY TRIAL. 	TO THE FULLEST EXTENT THAT IT MAY
HEREAFTER BE PERMITTED BY LAW, THE PARTIES HEREBY MUTUALLY 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 EACH PARTY 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 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.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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27. 	Bidding Procedures. The bidding procedures to be employed with respect to this
Agreement shall be those reflected in the Marketing Procedures Order. Buyer agrees and
acknowledges that Seller is and may continue soliciting inquiries, proposals, or offers from third
parties for any and all of the Property in connection with any pursuant to the terms of the Marketing
Procedures Order.
28. 	Validity. Wherever possible, each provision of this Agreement shall be interpreted
in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall
be invalid or prohibited thereunder, such provision shall be effective to the extent of such
prohibition without invalidating the remainder of such provision or the remaining provisions of
this Agreement.
29. 	Facsimile Electronic Signatures. For all documents to be executed by the Parties
pursuant hereto, except documents to be recorded or where originals are otherwise required by
either Party or Escrow Holder, Escrow Holder is instructed to accept, and the Parties agree to
accept, (i) facsimile or electronic e-mail signatures of the signor if the signor or his representative
has assured Escrow Holder and the other Party that the original has been placed in regular mail to
the Escrow Holder, or (ii) DocuSign signatures of the signor.
30. 	Time. Time is of the essence of this Agreement.
31. 	Counterparts. 	This Agreement may be signed by the Parties in different
counterparts and the signature pages combined to create a document binding on all Parties.
32. Supersedes Prior Agreement; Assignment of Rights and Bid Deposit. This
Agreement supersedes and replaces in its entirety that certain Purchase and Sale Agreement and
Joint Escrow Instructions dated September 22, 2025 (the “Original Agreement”), made by and
between Crop Buyer and WONDERFUL NUT ORCHARDS LLC, a Delaware limited liability
company (an affiliate of and under common ownership with Land Buyer, “Original Land Buyer”)
as to the Property. In connection herewith, Original Land Buyer hereby assigns all of its right,
title and interest and delegates all of its duties and obligations which exist under, with respect to
or arise from the Original Agreement, with respect to the Property and in and to the Bid Deposit
and all documents and instruments, agreements, covenants and undertakings of Land Buyer made
with respect thereto, if any; provided that Original Land Buyer shall be jointly and severally liable
with Land Buyer for the performance of Land Buyer hereunder, Original Land Buyer joins this
Agreement for the sole purposes of evidencing its agreement to the provisions of this Section 32.
SIGNATURES FOLLOW NEXT PAGE
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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: ________________
WONDERFUL ORCHARDS LLC,
a Delaware limited liability company
By:
Name:
Its:
Date of Execution: ________________
WP PISTACHIOS LLC,
a Delaware limited liability company
By:
Name:
Its:
Date of Execution: ________________
Effective Date:________________
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02
11/5/2025
11/5/2025
Andy Anzaldo
Rob Yraceburu
President
11/5/2025
11/5/2025
11/5/2025

30
LIMITED JOINDER BY ORIGINAL LAND BUYER
WONDERFUL NUT ORCHARDS LLC,
a Delaware limited liability company
By:
Name:
Its:
Date of Execution: ________________
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02
President
Rob Yraceburu
11/5/2025

31
ACCEPTANCE BY ESCROW HOLDER
CHICAGO TITLE COMPANY, a California corporation, hereby acknowledges that it has
received an executed counterpart of the foregoing Purchase and Sale Agreement and Joint Escrow
Instructions and agrees to act as Escrow Holder thereunder, and to be bound by and perform the
terms thereof as such terms apply to Escrow Holder.
CHICAGO TITLE COMPANY,
a California corporation
By: _______________________________
Name: ____________________________
Title: _____________________________
Escrow Number: ____________________
Dated: _____________________________
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED
AREA IN COUNTY OF KERN, STATE OF CALIFORNIA AND IS DESCRIBED AS
FOLLOWS:
TRACT 1:
PARCEL 1: APN: 047-010-01
ALL THAT PORTION OF SECTION 2, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING WESTERLY OF THE WESTERLY RIGHT OF WAY OF THE AT&SF RAILROAD.
EXCEPTING 	THEREFROM 	1/2 	OF 	ALL 	CRUDE 	OIL, 	PETROLEUM, 	GAS, 	BREA,
ASPHALTUM AND ALL KINDRED SUBSTANCES AND OTHER MINERALS UNDER AND
IN SAID LAND AS RESERVED BY JOHN F. POOLE AND GERTRUDE REINHARD
POOLE, AS JOINT TENANTS, IN DEED RECORDED MARCH 21, 1960 IN BOOK 3250,
PAGE 624 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL REMAINING INTEREST IN AND TO ALL CRUDE
OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL KINDRED SUBSTANCES AND
OTHER MINERALS IN AND UNDER SAID LAND AS RESERVED BY CORNELIUS
VANDER DUSSEN, A MARRIED MAN, IN DEED RECORDED FEBRUARY 18, 1981 IN
BOOK 5352, PAGE 1894 OF OFFICIAL RECORDS.
PARCEL 2: APN: 047-040-06
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER AND THE SOUTHWEST
QUARTER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER AND THE
SOUTH HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES OR UNDERLYING SAID LAND, AS RESERVED BY JAMES P. GEORGE, ET
UX, RECORDED SEPTEMBER 4, 1980 IN BOOK 5311 PAGE 1382 OF OFFICIAL RECORDS.
PARCEL 3: APN: 047-040-09
THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 25
SOUTH, 	RANGE 	24 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
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EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES OR UNDERLYING SAID LAND, AS RESERVED BY CALLON PETROLEUM,
A CALIFORNIA CORPORATION, IN DEED RECORDED SEPTEMBER 4, 1980 IN BOOK
5311 PAGE 1381 OF OFFICIAL RECORDS.
PARCEL 4: APN: 047-040-13
THE WEST HALF OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTHERLY ONE HUNDRED ACRES OF THE WEST
HALF OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE
AND MERIDIAN, AS GRANTED TO JEAN W. COFFMAN BY DEED RECORDED
FEBRUARY 27, 1970 IN BOOK 4371 PAGE 968 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	MINERALS, 	OIL, 	GAS, 	MINERALS 	AND
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND, AS RESERVED
BY CARL W. COFFMAN IN DEED RECORDED FEBRUARY 5, 1980 IN BOOK 5262 PAGE
1993 OF OFFICIAL RECORDS.
PARCEL 5: APN: 047-040-03
THE SOUTHEAST QUARTER OF SECTION 4, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 50% IN AND TO ALL OIL, GAS AND
HYDROCARBON AND ALL GAS, OIL AND OTHER HYDROCARBON RIGHTS UPON
AND UNDER SAID LAND, AS RESERVED BY R. W. GROBER AND S. VIRGINIA GROBER,
HIS WIFE, IN DEED DATED JUNE 25, 1952 AND RECORDED OCTOBER 27, 1952 IN
BOOK 1998 PAGE 1 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 45% INTEREST IN AND TO ALL OIL,
GAS AND HYDROCARBONS AND ALL GAS, OIL AND OTHER HYDROCARBON
RIGHTS UPON AND UNDER SAID LAND, TOGETHER WITH ALL RIGHTS TO ENTER
THEREON AND TO USE SO MUCH OF THE SURFACE THAT MAY BE REASONABLE
FOR THE PURPOSE OF EXTRACTING THE SAME, AS RESERVED BY RALPH E.
CARPENTER AND JAN H. CARPENTER, IN DEED RECORDED SEPTEMBER 21, 1978 IN
BOOK 5141, PAGE 298 OF OFFICIAL RECORDS.
PARCEL 6:
AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE EAST 20 FEET
OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 25 SOUTH, RANGE 24
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
PARCEL 7: APN: 047-040-07
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER AND THE NORTH HALF OF 	THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP
25 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL MAP OR PLAT THEREOF.
TRACT 2:
PARCEL 1: APN: 069-320-04
LOTS 41 TO 48, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM
ALBERT DAINI AND SYLVIA DAINI, HUSBAND AND WIFE, RECORDED MAY 16, 1956,
IN BOOK 2608, PAGE 73 OF OFFICIAL RECORDS.
PARCEL 2: APN: 069-320-03
LOTS 49 TO 56, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ½ OF ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM
A. F. HILDING, EXECUTOR OF THE LAST WILL AND TESTAMENT OF DAVID G.
BROWN, ALIAS, DECEASED, RECORDED MAY 27, 1955, IN BOOK 2431 PAGE 148 OF
OFFICIAL RECORDS.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	1/4TH 	INTEREST 	IN 	AND 	TO 	ALL 	OIL,
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND, AS RESERVED IN DEED DATED DECEMBER 3, 1968, FROM HARLEY BARLING,
ET AL, TO THE SUPERIOR OIL COMPANY.
ALSO EXCEPT 1/8TH OF ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER OR WHICH MAY BE PRODUCED,
SAVED OR SOLD FROM SAID LAND, AS RESERVED BY THE SUPERIOR OIL COMPANY,
A NEVADA CORPORATION, IN DEED RECORDED DECEMBER 20, 1968, IN BOOK 4227,
PAGE 360 OF OFFICIAL RECORDS.
PARCEL 3: APN: 069-320-02
LOTS 73 TO 80, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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EXCEPT ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM E. M.
ALEXANDER AND VIOLET C. ALEXANDER, HIS WIFE, RECORDED JANUARY 3, 1955,
IN BOOK 2345, PAGE 155 OF OFFICIAL RECORDS.
PARCEL 4: APN: 069-320-01
LOTS 81 TO 88, BOTH INCLUSIVE, OF TRACT NO. 1219 IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED JUNE 30,
1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
EXCEPT ½ OF ALL MINERALS, OIL AND GAS RIGHTS AS EXCEPTED IN DEED FROM
RAYMOND L. KING, RECORDED JANUARY 27, 1955, IN BOOK 2359 PAGE 88 OF
OFFICIAL RECORDS.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	1/4TH 	INTEREST 	IN 	AND 	TO 	ALL 	OIL, 	GAS,
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND, AS RESERVED IN DEED DATED DECEMBER 3, 1968, FROM HARLEY BARLING,
ET AL, TO THE SUPERIOR OIL COMPANY, RECORDED DECEMBER 20, 1968, IN BOOK
4227, PAGE 377 OF OFFICIAL RECORDS.
ALSO EXCEPT 1/8TH OF ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER OR WHICH MAY BE PRODUCED,
SAVED OR SOLD FROM SAID LAND, AS RESERVED BY THE SUPERIOR OIL COMPANY,
A NEVADA CORPORATION, IN DEED RECORDED DECEMBER 20, 1968, IN BOOK 4227,
PAGE 360 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-310-09
THE NORTHWEST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS,
AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN SPECIFIED OR
NOT, IN, WITHIN, OR UNDERLYING SAID LAND, AS RESERVED BY VICA COMPANY,
A CORPORATION IN DEED DATED APRIL 6, 1945, RECORDED MAY 7, 1945, IN BOOK
1252, PAGE 205 OF OFFICIAL RECORDS.
PARCEL 6: APN: 069-310-12
THE SOUTHWEST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS
AND ALL OTHER MINERALS, WHETHER SIMILAR TO THESE THEREIN SPECIFIED OR
NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY VICA COMPANY,
A CORPORATION, IN DEED DATED APRIL 6, 1945, RECORDED MAY 7, 1945, IN BOOK
1252, PAGE 205, OF OFFICIAL RECORDS.
PARCEL 7: APN: 069-310-11
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THE SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES, AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN
SPECIFIED OR NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY
VICA COMPANY, A CORPORATION IN DEED DATED APRIL 6, 1945, RECORDED MAY
7, 1945, IN BOOK 1252 PAGE 205 OF OFFICIAL RECORDS, UPON THE TERMS AND
PROVISIONS THEREIN CONTAINED.
PARCEL 8: APN: 069-310-10
THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES, AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN
SPECIFIED OR NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY
VICA COMPANY, A CORPORATION, IN DEED DATED APRIL 6, 1945, RECORDED MAY
7, 1945, IN BOOK 1252, PAGE 205 OF OFFICIAL RECORDS.
PARCEL 9: APN: 069-340-35
THE NORTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LANDS, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER
9, 1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL
RECORDS, UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE
HEREIN.
PARCEL 10: APN: 069-340-34
THE SOUTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER
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9, 1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL
RECORDS, UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE
HEREIN.
PARCEL 11: APN: 069-340-23
THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 34, TOWNSHIP 27
SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 34; THENCE
WESTERLY ALONG THE NORTH LINE OF SAID SECTION A DISTANCE OF 1160.00
FEET; THENCE SOUTHERLY PARALLEL WITH THE EAST LINE OF THE WEST HALF
OF SAID SECTION, A DISTANCE OF 1502.07 FEET; THENCE EASTERLY PARALLEL
WITH THE NORTH LINE OF SAID SECTION, A DISTANCE OF 1160.00 FEET; THENCE
NORTHERLY ALONG THE EAST LINE OF THE WEST HALF OF SAID SECTION, A
DISTANCE OF 1502.07 FEET TO THE POINT OF BEGINNING.
PARCEL 12: APN: 069-340-24
THE NORTH HALF OF THE NORTHEAST QUARTER AND THE SOUTHEAST QUARTER
OF THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 23
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPT THE SOUTH 12 ACRES OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	ONE-HALF 	OF 	ALL 	PETROLEUM, 	OIL, 	GAS,
MINERALS, COAL AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID
LAND, 	AS 	RESERVED 	BY 	TITLE 	INSURANCE 	AND 	TRUST 	COMPANY, 	A
CORPORATION, IN THE DEED RECORDED NOVEMBER 13, 1953, IN BOOK 2149, PAGE
430 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM 49% OF ALL REMAINING OIL, GAS AND OTHER
MINERALS WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED
AND SAVED THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND
ASSIGNS SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE
SURFACE OF SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO PREVENT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING
OR CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS 	AND/OR 	FROM 	CONDUCTING 	SUBSURFACE 	DRILLING 	OPERATIONS
UNDER SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND,
SO 	AS 	NOT 	TO 	DISTURB 	THE 	SURFACE 	THEREOF 	OR 	ANY 	IMPROVEMENTS
THEREON AS RESERVED IN DEED RECORDED AUGUST 29, 1979, IN BOOK 5224,
PAGES 2478, 2482 AND 2487 OF OFFICIAL RECORDS.
PARCEL 13: APN: 069-340-02
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

38
THE EAST HALF OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT
DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER
9, 1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL
RECORDS, UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE
HEREIN.
ALSO EXCEPTING THEREFROM 4% OF ALL REMAINING OIL, GAS AND OTHER
MINERALS WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED
AND SAVED THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND
ASSIGNS SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE
SURFACE OF SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO PREVENT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING
OR CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS 	AND/OR 	FROM 	CONDUCTING 	SUBSURFACE 	DRILLING 	OPERATIONS
UNDER SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND,
SO 	AS 	NOT 	TO 	DISTURB 	THE 	SURFACE 	THEREOF 	OR 	ANY 	IMPROVEMENTS
THEREON, AS RESERVED IN DEED RECORDED AUGUST 29, 1979, IN BOOK 5224,
PAGES 2478, 2482 AND 2487 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM, 	ANY 	MOBILE 	HOME, 	TRAILER 	AND/OR
MANUFACTURED HOME LOCATED THEREON.
PARCEL 14: APN: 069-340-25
THE 	SOUTH 	12 	ACRES 	OF 	THE 	SOUTHEAST 	QUARTER 	OF 	THE 	NORTHEAST
QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN DEED OF RECORD.
PARCEL 15: APN: 069-272-08
THE 	SOUTHEAST 	QUARTER 	OF 	THE 	NORTHWEST 	QUARTER 	OF 	SECTION 	8,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
AS PER THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING 	THEREFROM 	ALL 	PETROLEUM, 	GAS, 	ASPHALTUM, 	AND 	OTHER
HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

39
SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM
SAID LAND, TOGETHER WITH ANY AND ALL EASEMENTS, RIGHTS OF WAY AND
SERVITUDES IN, UNDER, AND UPON SAID LAND, NECESSARY OR CONVENIENT (A)
TO 	EXPLORE, 	TEST, 	OR 	SURVEY 	SAID 	LAND 	BY 	GEOPHYSICAL 	OR 	OTHER
METHODS, WHETHER SIMILAR TO THOSE SPECIFIED OR NOT AND WHETHER NOW
KNOWN OR NOT, INCLUDING THE DRILLING OF SHALLOW HOLES THEREON, FOR
THE 	PURPOSES 	OF 	DETERMINING 	SUBSURFACE 	GEOLOGICAL 	CONDITIONS
UNDERLYING SAID LAND, (B) TO DRILL FOR, MINE FOR, PRODUCE, EXTRACT AND
TAKE 	ANY 	OF 	SAID 	MINERALS 	FROM 	SAID 	LAND 	AND 	FROM 	ADJACENT
PROPERTIES, (C) TO TREAT AND STORE ANY OF SAID MINERALS ON SAID LAND,
WHETHER PRODUCED FROM SAID LAND OR FROM ADJACENT PROPERTY, (D) TO
CONSTRUCT, USE, MAINTAIN, ERECT, REPLACE, CHANGE THE LOCATION OF ,
INCREASE THE NUMBER OF AND REMOVE IN, UNDER, ON AND FROM SAID LAND,
ALL PIPE LINES, POWER LINES, TELEPHONE AND TELEGRAPH LINES, ROADS,
TANKS, MACHINERY, DERRICKS, PLANTS, BUILDINGS, AND OTHER STRUCTURES
AND EQUIPMENT WHICH GRANTOR, ITS SUCCESSORS AND ASSIGNS, MAY DESIRE
IN CARRYING ON ANY OF SAID OPERATIONS WHICH GRANTOR, ITS SUCCESSORS
AND ASSIGNS, MAY DEEM NECESSARY IN THE EXERCISE OF THE RIGHTS HEREIN
RESERVED, (E) TO TAKE AND USE ON SAID LAND WATER APPURTENANT TO OR
DEVELOPED 	BY 	GRANTOR, 	ITS 	SUCCESSORS 	AND 	ASSIGNS, 	ON 	SAID 	LAND,
NECESSARY FOR SUCH OPERATIONS, AS RESERVED BY FULLERTON OIL COMPANY,
IN DEED RECORDED MARCH 4, 1944, IN BOOK 1186, PAGE 226 OF OFFICIAL
RECORDS.
PARCEL 16A: APN: 069-280-04 (PORTION)
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLATS THEREOF.
EXCEPT THEREFROM THE WEST 425 FEET OF THE SOUTH 325 FEET THEREOF.
ALSO EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS, FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, ET AL, IN DEED TO
HARLEY BARLING, ET UX, DATED JANUARY 30, 1951, RECORDED MARCH 5, 1951, IN
BOOK 1779 PAGE 479, OF OFFICIAL RECORDS.
ALSO 	EXCEPT 	THE 	REMAINDER 	OF 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY JESSE M. BUTLER, ET UX, IN DEED TO
VERYL G. BOWLES, ET UX, DATED NOVEMBER 16, 1951, RECORDED JANUARY 23,
1953, IN BOOK 2029 PAGE 335 OF OFFICIAL RECORDS.
PARCEL 16B: APN: 069-280-04 (PORTION)
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

40
THE WEST 425 FEET OF THE SOUTH 325 FEET OF THE SOUTHWEST QUARTER OF
THE SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
ALSO EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS, FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH ELIDE WILLIAMS, ET AL, IN DEED TO
HARLEY BARLING, ET UX, DATED JANUARY 30, 1951, RECORDED MARCH 5, 1951, IN
BOOK 1779 PAGE 479, OF OFFICIAL RECORDS.
ALSO 	EXCEPT 	THE 	REMAINDER 	OF 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY JESSE M. BUTLER, ET UX, IN DEED TO
VERYL G. BOWLES, ET UX, DATED NOVEMBER 16, 1951, RECORDED JANUARY 23,
1953, IN BOOK 2029 PAGE 335 OF OFFICIAL RECORDS.
PARCEL 17: APN: 069-310-21
THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 20,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND AS RESERVED BY L. & B.
PRODUCING AND DRILLING COMPANY, INCORPORATED, IN DEED RECORDED
APRIL 11, 1957, OF OFFICIAL RECORDS.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND AS RESERVED BY BOOKLAND
FARMS, A GENERAL PARTNERSHIP, IN DEED RECORDED SEPTEMBER 16, 1986, IN
BOOK 5916, PAGE 94, OF OFFICIAL RECORDS.
PARCEL 18: APN: 069-320-05
LOTS 33 TO 40, INCLUSIVE, LOTS 57 TO 72, INCLUSIVE, AND LOTS 89 TO 96,
INCLUSIVE, OF TRACT NO. 1219, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED JUNE 30, 1942, IN BOOK
5 PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT ALL PETROLEUM, GAS, ASPHALTUM, AND OTHER HYDROCARBONS AND
OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN SPECIFIED OR NOT,
WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM SAID LAND, AS
EXCEPTED 	AND 	RESERVED 	IN 	THE 	DEED 	FROM 	PACIFIC 	OIL 	AND 	GAS
DEVELOPMENT CORPORATION, A CORPORATION, DATED MAY 04, 1960, AND
RECORDED MAY 12, 1960, IN BOOK 3266 PAGE 626 OF OFFICIAL RECORDS.
PARCEL 19: APN: 069-330-02
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

41
LOTS 17 THROUGH 24, INCLUSIVE, OF TRACT 1219, IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP FILED JUNE 30, 1942,
IN BOOK 5 PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPT ALL OIL, GAS, OTHER HYDROCARBONS SUBSTANCES AND MINERALS
LYING IN 	AND UNDER SAID LAND AS RESERVED BY CALLON PETROLEUM
COMPANY, SUCCESSOR BY MERGER TO PACIFIC OIL AND GAS DEVELOPMENT
CORPORATION, A FORMER CALIFORNIA CORPORATION IN DEED RECORDED
OCTOBER 02, 1986, IN BOOK 5922, PAGE 915, INSTRUMENT NO. 042158, KERN COUNTY
OFFICIAL RECORDS.
PARCEL 20: APN: 069-340-26
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 34,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLATS THEREOF.
EXCEPT 50% OF ALL CRUDE OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL
OTHER MINERALS AS RESERVED IN PREVIOUS DEED OF RECORD.
EXCEPTING THEREFROM 49% OF ALL REMAINING OIL, GAS AND OTHER MINERALS
WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED
THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS
SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE SURFACE OF
SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED TO PREVENT
THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING OR CAPTURING
SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING LANDS AND/OR
FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER SAID LANDS AT
A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND, SO AS NOT TO DISTURB
THE SURFACE THEREOF OR ANY IMPROVEMENTS THEREON, AS RESERVED IN
DEEDS RECORDED AUGUST 29, 1979, IN BOOK 5224, PAGES 2478, 2482 AND 2487 OF
OFFICIAL RECORDS.
PARCEL 21: APN: 087-080-46
THE SOUTHEAST QUARTER AND THE EAST HALF OF THE SOUTHWEST QUARTER
OF SECTION 8, TOWNSHIP 28 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLATS THEREOF.
EXCEPTING THEREFROM PARCEL 1 OF PARCEL MAP NO. 11231, RECORDED APRIL 4,
2006, IN BOOK 54 AT PAGES 178 AND 179 OF PARCEL MAPS, IN THE OFFICE OF THE
KERN COUNTY RECORDER.
SAID LAND IS ALSO SHOWN AS THE “DESIGNATED REMAINDER”, ON SAID PARCEL
MAP NO. 11231, AND WAS APPROVED AND DESCRIBED IN THE CONDITIONAL
CERTIFICATE OF COMPLIANCE NO. 2270, RECORDED APRIL 4, 2006, AS DOCUMENT
NO. 0206082470, OF OFFICIAL RECORDS.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

42
ALSO EXCEPTING THEREFROM ALL OF THE OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER AND THAT MAY BE PRODUCED FROM SAID LAND AS
CONVEYED TO CHARLES FLOYD WHITAKER, ET AL, BY DEED RECORDED MARCH
20, 1970, IN BOOK 4382 PAGE 528 OF OFFICIAL RECORDS AND BY DEED RECORDED
MAY 7, 1962 IN BOOK 3489 PAGE 344 OF OFFICIAL RECORDS.
PARCEL 22: APN: 069-272-05
THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS
PER THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING THEREFROM ALL THAT PORTION CONVEYED TO THE STATE OF
CALIFORNIA IN THE DEED RECORDED NOVEMBER 30, 1990, IN BOOK 6459, PAGE
1035 OF OFFICIAL RECORDS, AS DOCUMENT NO. 073509, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID SECTION;
THENCE (1), ALONG THE NORTH LINE OF SAID SECTION, SOUTH 89° 09' 35" EAST,
1320.80 FEET TO THE EAST LINE OF THE WEST HALF OF THE NORTHWEST QUARTER
OF SAID SECTION;
THENCE (2), ALONG SAID EAST LINE, SOUTH 1° 26' 15" WEST, 50.00 FEET TO THE
SOUTH LINE OF THE NORTH 50 FEET OF SAID SECTION;
THENCE (3), ALONG SAID SOUTH LINE, NORTH 89° 09' 35" WEST, 1274.74 FEET;
THENCE (4), SOUTH 58° 59' 14" WEST, 18.95 FEET TO THE EAST LINE OF WEST 30 FEET
OF SAID SECTION;
THENCE (5), ALONG THE EAST LINE OF THE WEST 30 FEET OF SAID SECTION
SOUTH 1° 22' 37" WEST, 50.46 FEET;
THENCE (6), NORTH 88° 37' 23" WEST, 30.00 FEET TO THE WEST LINE OF SAID
SECTION;
THENCE (7), ALONG SAID WEST LINE, NORTH 1° 22' 37" EAST, 110.18 FEET TO THE
POINT OF BEGINNING.
EXCEPTING 	THEREFROM 	ALL 	PETROLEUM, 	GAS, 	ASPHALTUM, 	AND 	OTHER
HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN
SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM
SAID LAND, TOGETHER WITH ANY AND ALL EASEMENTS, RIGHTS OF WAY AND
SERVITUDES IN, UNDER, AND UPON SAID LAND, NECESSARY OR CONVENIENT (A)
TO 	EXPLORE, 	TEST, 	OR 	SURVEY 	SAID 	LAND 	BY 	GEOPHYSICAL 	OR 	OTHER
METHODS, WHETHER SIMILAR TO THOSE SPECIFIED OR NOT AND WHETHER NOW
KNOWN OR NOT, INCLUDING THE DRILLING OF SHALLOW HOLES THEREON, FOR
THE 	PURPOSES 	OF 	DETERMINING 	SUBSURFACE 	GEOLOGICAL 	CONDITIONS
UNDERLYING SAID LAND, (B) TO DRILL FOR, MINE FOR, PRODUCE, EXTRACT AND
TAKE 	ANY 	OF 	SAID 	MINERALS 	FROM 	SAID 	LAND 	AND 	FROM 	ADJACENT
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

43
PROPERTIES, (C) TO TREAT AND STORE ANY OF SAID MINERALS ON SAID LAND,
WHETHER PRODUCED FROM SAID LAND OR FROM ADJACENT PROPERTY, (D) TO
CONSTRUCT, USE, MAINTAIN, ERECT, REPLACE, CHANGE THE LOCATION OF,
INCREASE THE NUMBER OF AND REMOVE IN, UNDER, ON AND FROM SAID LAND,
ALL PIPE LINES, POWER LINES, TELEPHONE AND TELEGRAPH LINES, ROADS,
TANKS, MACHINERY, DERRICKS, PLANTS, BUILDINGS, AND OTHER STRUCTURES
AND EQUIPMENT WHICH GRANTOR, ITS SUCCESSORS AND ASSIGNS, MAY DESIRE
IN CARRYING ON ANY OF SAID OPERATIONS WHICH GRANTOR, ITS SUCCESSORS
AND ASSIGNS, MAY DEEM NECESSARY IN THE EXERCISE OF THE RIGHTS HEREIN
RESERVED, (E) TO TAKE AND USE ON SAID LAND WATER APPURTENANT TO OR
DEVELOPED 	BY 	GRANTOR, 	ITS 	SUCCESSORS 	AND 	ASSIGNS, 	ON 	SAID 	LAND,
NECESSARY FOR SUCH OPERATIONS, AS RESERVED BY FULLERTON OIL COMPANY,
IN DEED RECORDED MARCH 4, 1944, IN BOOK 1186, PAGE 226 OF OFFICIAL
RECORDS.
ALL RIGHT TO ENTER UPON THE SURFACE OR ANY PORTION TO A DEPTH OF 100
FEET FROM THE SURFACE FOR THE PURPOSE OF EXPLORING FOR, EXTRACTING,
REMOVING, MINING FOR OR IN ANY WAY OBTAINING ANY MINERALS OR OTHER
SUBSTANCES WAS RELINQUISHED BY DEED RECORDED NOVEMBER 30, 1990, IN
BOOK 6459, PAGE 1035 OF OFFICIAL RECORDS.
RACT 3:
PARCEL 1: APN: 058-292-05
PARCEL A OF PARCEL MAP WAIVER NO. 5-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED AUGUST 28, 2017 AS DOCUMENT NO. 217115585 OF
OFFICIAL RECORDS OF KERN COUNTY, BEING A PORTION OF THE NORTHWEST
QUARTER OF SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST, MOUNT DIABLO
BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN, STATE
OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THE WEST HALF OF SAID NORTHWEST QUARTER.
EXCEPTING THEREFROM THE INTEREST IN THE WEST 30 FEET THEREOF AS
CONVEYED TO THE COUNTY OF KERN, STATE OF CALIFORNIA, FOR THE USE AND
PURPOSE OF A PUBLIC HIGHWAY BY DEED RECORDED OCTOBER 25, 1921 IN BOOK
370, PAGE 483 OF DEEDS.
ALSO EXCEPTING THEREFROM ALL OF THE MINERALS INCLUDING OIL, GAS,
ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES IN OR UNDERLYING SAID
PREMISES, WHETHER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED, AND
RIGHT TO PROSPECT FOR, MINE AND REMOVE THE SAME, WITH FULL POWER OF
INGRESS AND EGRESS FOR THESE PURPOSES, AND RIGHT TO DO ON AND IN
PROPERTY ABOVE DESCRIBED, WHATEVER MAY BE REASONABLY NECESSARY FOR
FULL ENJOYMENT AND EXERCISE OF PROPERTY AND RIGHTS AS RESERVED BY
ARTHUR S. CRITES AND NELLIE L. CRITES, HIS WIFE, AND CHARLES B. WEBSTER
AND HAZEL E. WEBSTER, HIS WIFE, IN DEED RECORDED MARCH 4, 1962 IN BOOK
1909, PAGE 344 AS DOCUMENT NO. 10863 OF OFFICIAL RECORDS.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

44
PARCEL 2: APN: 058-291-40
PARCEL 2 OF PARCEL MAP WAIVER NO. 1-17 AS PER THAT CERTAIN CERTIFICATE
OF 	COMPLIANCE 	RECORDED 	JULY 	5, 	2017 	AS 	DOCUMENT 	NO. 	217086341 	OF
OFFICIAL 	RECORDS 	OF 	KERN 	COUNTY, 	BEING 	THE 	NORTH 	HALF 	OF 	THE
SOUTHWEST QUARTER OF SECTION 26, TOWNSHIP 26 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY
OF KERN, STATE OF CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY REGINA M.
WATROUS, ET AL, IN DEED RECORDED JULY 20, 1977, IN BOOK 5042, PAGE 50 AS
DOCUMENT NO. 05579 OF OFFICIAL RECORDS.
PARCEL 3: APN: 058-292-23
PARCEL 2 OF PARCEL MAP WAIVER NO. 3-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED AUGUST 16, 2017 AS DOCUMENT NO. 217107678 OF
OFFICIAL RECORDS OF KERN COUNTY, BEING THE NORTHEAST QUARTER OF
SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN, STATE OF
CALIFORNIA.
EXCEPTING THEREFROM ALL MINERALS AND MINERAL RIGHTS OF ANY KIND
AND DESCRIPTION INCLUDING, BUT NOT LIMITED TO OIL, OIL RIGHTS, NATURAL
GAS, 	NATURAL 	GAS 	RIGHTS, 	AND 	OTHER 	HYDROCARBON 	SUBSTANCES 	BY
WHATSOEVER 	NAME 	KNOWN 	WITHIN 	OR 	BENEATH 	THE 	LANDS 	ABOVE
DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT TO DRILL, MINE, EXPLORE,
PRODUCE AND REMOVE SAID MINERALS FROM, OR TO INJECT AND STORE SAID
MINERALS IN, SAID LAND OR OTHER LANDS, TO WHIPSTOCK OR DIRECTIONALLY
DRILL, BORE AND MINE FROM OTHER LAND INTO, THROUGH OR ACROSS THE
SUBSURFACE 	OF 	SAID 	LAND 	AND 	TO 	BOTTOM 	SUCH 	WHIPSTOCKED 	OR
DIRECTIONALLY DRILLED WELLS, ADITS, TUNNELS AND SHAFTS UNDER OR
BEYOND THE BOUNDARIES OF SAID LAND AND TO REDRILL, RETUNNEL, EQUIP,
MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES AND TO
INJECT, STORE, AND REMOVE MINERALS AND WATER NOT PRODUCED FROM SAID
LAND INTO OR FROM THE SUBSURFACE OF SAID LAND AND OTHER LANDS, AS
RESERVED BY GETTY OIL COMPANY IN DEED RECORDED NOVEMBER 23, 1973 IN
BOOK 4813, PAGE 2220 AS DOCUMENT NO. 36888 OF OFFICIAL RECORDS.
PARCEL 4: APN: 058-292-09
THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE INTEREST IN THE WEST 30 FEET THEREOF AS
CONVEYED TO THE COUNTY OF KERN, STATE OF CALIFORNIA, FOR THE USE AND
PURPOSE OF A PUBLIC HIGHWAY BY DEED RECORDED OCTOBER 25, 1921 IN BOOK
370, PAGE 483 OF DEEDS.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

45
ALSO EXCEPTING THEREFROM FROM THE WEST HALF THEREOF, ALL OIL, GAS,
MINERALS AND OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING
SAID LAND, AS RESERVED BY AUSTIN WALDRON AND SARAH WALDRON, HIS WIFE,
IN DEED RECORDED NOVEMBER 4, 1948 IN BOOK 1529, PAGE 236 OF OFFICIAL
RECORDS.
ALSO EXCEPTING THEREFROM FROM THE EAST HALF THEREOF ALL OF THE
MINERALS, 	INCLUDING 	OIL, 	GAS, 	ASPHALTUM 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN OR UNDERLYING SAID PREMISES, AS RESERVED BY ARTHUR S.
CRITES, ET AL, IN DEED RECORDED MARCH 4, 1952 IN BOOK 1909, PAGE 342 AS
DOCUMENT NO. 10862 OF OFFICIAL RECORDS.
PARCEL 5: APN: 059-243-03
THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 4, TOWNSHIP 26
SOUTH, 	RANGE 	24 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES, 	AS 	CONVEYED 	TO 	FIVE 	POINTS 	PROPERTIES, 	A 	GENERAL
PARTNERSHIP, IN DEED RECORDED APRIL 5, 1968 IN BOOK 4147, PAGE 731 AS
DOCUMENT NO. 19760 OFFICIAL RECORDS.
TRACT 4:
PARCEL 1: APN: 059-010-19
THE SOUTHWEST QUARTER OF SECTION 10, TOWNSHIP 26 SOUTH, RANGE 23 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTH 200 FEET THEREOF, AS CONVEYED TO THE
COUNTY OF KERN IN THE DEEDS RECORDED FEBRUARY 1, 1963, IN BOOK 3571,
PAGES 309, 310, 311, 312 & 313 OF OFFICIAL RECORDS, AS DOCUMENT NOS. 7362, 7363,
7364, 7365 & 7366.
EXCEPTING THEREFROM AN UNDIVIDED 1/4 INTEREST OF ALL MINERALS, OIL
AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY
AS RESERVED BY KENDALL W. KNIGHTS, TRUSTEE UNDER THE WILL OF BEVERLY
BOYLE KNIGHT IN DEED RECORDED OCTOBER 9, 1981, IN BOOK 5410, PAGE 539,
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/4 INTEREST OF ALL MINERAL,
OIL AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE
ENTRY AS RESERVED BY LOUIS M. BOYLE, JR., IN DEED RECORDED OCTOBER 9,
1981, IN BOOK 5410, PAGE 541, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST OF ALL MINERAL,
OIL AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE
ENTRY AS RESERVED BY MARION E. JENKS, A MARRIED MAN, IN DEED RECORDED
OCTOBER 9, 1981, IN BOOK 5410, PAGE 542, OFFICIAL RECORDS.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

46
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST OF ALL MINERAL,
OIL AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE
ENTRY AS RESERVED BY JONATHAN E. BOYLE, A MARRIED MAN, IN DEED
RECORDED OCTOBER 9, 1981, IN BOOK 5410, PAGE 544, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 OF ALL OIL, GAS AND OTHER
MINERALS IN THE MINERAL DEED RECORDED AUGUST 10, 2011, INSTRUMENT NO.
0211101761, OFFICIAL RECORDS.
PARCEL 2: APN: 059-070-01
THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 15, TOWNSHIP 26
SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND
MINERALS LYING IN AND UNDER SAID LAND, AS RESERVED IN DEED RECORDED
OCTOBER 2, 1986 IN BOOK 5922, PAGE 915 OF OFFICIAL RECORDS OF SAID COUNTY.
PARCEL 3: APN: 069-230-05
THE NORTH HALF OF SECTION 26, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	THE 	NORTHERLY 	190 	FEET 	OF 	SAID 	LAND, 	AS
CONVEYED TO BUTTONWILLOW IMPROVEMENT DISTRICT OF SEMITROPIC WATER
STORAGE DISTRICT, IN THE FINAL ORDER OF CONDEMNATION, RECORDED APRIL
3, 1975, IN BOOK 4889, PAGE 1591, OF OFFICIAL RECORDS, AS DOCUMENT NO. 22532.
ALSO EXCEPTING THEREFROM ALL OIL AND GAS IN THE LANDS SO PATENTED,
AND TO IT, OR PERSONS AUTHORIZED BY IT, THE RIGHT TO PROSPECT FOR, MINE,
AND REMOVE SUCH DEPOSITS FROM THE SAME UPON COMPLIANCE WITH THE
CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF THE ACT
OF JULY 17, 1914 (38 STAT. 509) THIS ENTRY IS MADE UNDER SECTION 29 OF THE ACT
OF FEBRUARY 25, 1920 (41 STAT., 437) AND THE PATENT IS ISSUED SUBJECT TO THE
RIGHTS OF PRIOR PERMITTEES OR LESSEES TO USE SO MUCH OF THE SURFACE OF
SAID 	LANDS, 	AS 	IS 	REQUIRED 	FOR 	MINING 	OPERATIONS, 	WITHOUT
COMPENSATION TO THE PATENTEE FOR DAMAGES RESULTING FROM PROPER
MINING OPERATIONS., ALL AS RESERVED BY THE UNITED STATES OF AMERICA IN
THE PATENT RECORDED MAY 9, 1928, IN BOOK 248, PAGE 117 OF OFFICIAL
RECORDS, AS DOCUMENT NO. 9080.
PARCEL 4: APN: 069-230-07
THE SOUTHWEST QUARTER OF SECTION 26, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, AS PER THE OFFICIAL PLAT THEREOF
ON FILE IN THE OFFICE OF THE SURVEYOR GENERAL.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

47
EXCEPTING 	THEREFROM 	THAT 	PORTION 	OF 	SAID 	LAND 	LYING 	WITHIN
INTERSTATE 5 AS CONVEYED TO THE STATE OF CALIFORNIA, IN THE DEED
RECORDED DECEMBER 23, 1964, IN BOOK 3797 PAGE 446, OF OFFICIAL RECORDS.
EXCEPTING ALL OIL, GAS, HYDROCARBONS AND MINERALS IN OR UNDER SAID
LAND, WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE
PURPOSE OF DEVELOPING OR PRODUCING SAME SUBJECT TO REASONABLE
COMPENSATION TO GRANTEE FOR SUCH RIGHT OF ENTRY AND/OR SURFACE USE,
RESERVED IN GRANT DEED RECORDED APRIL 4, 2006 AS INSTRUMENT NO.
0206081859 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-230-20
THE NORTHWEST QUARTER AND THE EAST HALF OF THE SOUTHWEST QUARTER
OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THOSE TWO CERTAIN PARCELS OF LAND CONVEYED TO
MILLER & LUX INC. BY DEED RECORDED DECEMBER 28, 1915, IN BOOK 304, PAGE
166, OF DEEDS, DESCRIBED AS FOLLOWS:
PARCEL A:
BEGINNING AT THE QUARTER SECTION CORNER BETWEEN SECTIONS 33 AND 34,
TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN;
THENCE NORTH 1° 20' EAST A DISTANCE OF 250 FEET; THENCE SOUTH 35° 30' EAST
310 FEET TO THE QUARTER SECTION LINE OF SAID SECTION 34; THENCE NORTH
89° 40' WEST 175 FEET TO THE POINT OF BEGINNING.
PARCEL B:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 27 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN; THENCE NORTH 88° 40'
EAST 1,320 FEET TO 1/8TH CORNER BEING POINT OF BEGINNING; THENCE NORTH
0° 45' WEST 570 FEET; THENCE SOUTH 27° 15' EAST 635 FEET TO THE SOUTH LINE OF
SECTION 34; THENCE SOUTH 88° 40' WEST 285 FEET TO POINT OF BEGINNING.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	THE 	OIL 	AND 	GAS 	IN 	THE 	LANDS 	SO
PATENTED, THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS
FROM THE SAME UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO
THE PROVISIONS AND LIMITATIONS OF THE ACT OF JULY 17, 1914 (38 STAT. 509) AS
RESERVED BY THE UNITED STATES OF AMERICA IN PATENTS RECORDED MARCH
19, 1919, IN BOOK 19, PAGE 444 AND BOOK 19, PAGE 445 OF PATENTS.
PARCEL 6: APN: 069-230-21
THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

48
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA BY DEED RECORDED MAY 12, 1965, IN BOOK 3839, PAGE 154, OF
OFFICIAL RECORDS, AS DOCUMENT NO. 25609, DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27
SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 34, SAID NORTHEAST
CORNER BEING AT COORDINATES Y=747 159.30 FEET AND X=1 529 752.10 FEET;
THENCE ALONG THE EAST LINE OF SAID SECTION SOUTH 1° 12' 15" WEST 106.17
FEET; THENCE ALONG A LINE PARALLEL WITH AND 104 FEET SOUTHWESTERLY
MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE DEPARTMENT OF
PUBLIC WORKS SURVEY FROM ROUTES 57 (NOW ROUTE 166) TO KINGS COUNTY
LINE, ROAD VI-KER-238-B (NOW VI-KER-5) NORTH 40° 46' 00" WEST 140.76 FEET TO
THE NORTH LINE OF SAID SECTION; THENCE ALONG SAID NORTH LINE SOUTH
89° 43' 20" EAST 91.15 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945, IN BOOK 1252, PAGE 28, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME AS GRANTED TO ALAN B. BOWEN BY DEED RECORDED FEBRUARY 8, 1952, IN
BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING
SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED
RECORDED FEBRUARY 8, 1952 IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 7: APN: 069-230-22
THE SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

49
EXCEPTING THEREFROM AN UNDIVIDED 1/2% INTEREST IN FEE, IN AND TO ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND
UNDER THE ABOVE DESCRIBED PROPERTY OR RECOVERABLE THEREON AND
THEREFROM, AS RESERVED IN THE DEED RECORDED APRIL 17, 1945, IN BOOK 1252,
PAGE 28, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 8: APN: 069-230-55
THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION
34, 	LYING 	EASTERLY 	OF 	THE 	CENTERLINE 	OF 	THE 	EAST 	SIDE 	CANAL, 	IN
TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND
MINERALS 	WITHIN 	OR 	UNDERLYING 	SAID 	LAND, 	AS 	EXCEPTED 	BY 	JOHN
CORNELIUS O'BRIEN AND LAWRENCE TERRENCE O'BRIEN IN DEED RECORDED
MAY 6, 1974, IN BOOK 4839, PAGE 888, OF OFFICIAL RECORDS.
PARCEL 9: APN: 069-230-36
ALL THAT PORTION OF SECTION 35, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN
PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED TO THE STATE OF
CALIFORNIA RECORDED MARCH 1, 1966, IN BOOK 3923, PAGE 663, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE
GENERALITY 	OF 	THE 	FOREGOING, 	ALL 	OIL, 	GAS, 	NATURAL 	GAS 	AND
HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN
SOLUTION AND SAND, GRAVEL AND AGGREGATES AND PRODUCTS DERIVED
THEREFROM TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID
GRANTEE, ITS SUCCESSORS AND ASSIGNS, OF INGRESS AND EGRESS IN, UPON OR
OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE
SUCH USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR
USEFUL IN CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING,
BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING,
OPEN PIT MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS,
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

50
WAYS, PIPELINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES
AS CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965,
IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 10: APN: 086-010-03
THE NORTH HALF OF THE SOUTHWEST QUARTER, SOUTHEAST QUARTER OF THE
SOUTHWEST QUARTER AND THE SOUTHEAST QUARTER OF FRACTIONAL SECTION
2, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE 	UNINCORPORATED 	AREA 	COUNTY 	OF 	KERN, 	STATE 	OF 	CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING TO THE STATE OF CALIFORNIA ALL OIL, SHALE, COAL, PHOSPHATE,
SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID
LANDS (EXCEPTING ALL OIL AND GAS) AND FURTHER RESERVING TO THE STATE
OF CALIFORNIA, AND PERSONS AUTHORIZED BY THE STATE, THE RIGHT TO
PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF MINERALS FROM SAID
LANDS (EXCEPTING ALL OIL AND GAS), AND TO OCCUPY AND USE SO MUCH OF
THE 	SURFACE 	OF 	SAID 	LANDS 	AS 	MAY 	BE 	REQUIRED 	THEREFORE, 	UPON
COMPLIANCE WITH THE CONDITIONS AND
SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION
6 OF THE PUBLIC RESOURCES CODE, AS PER PATENT FROM THE STATE OF
CALIFORNIA RECORDED MAY 23, 1956, IN BOOK 2611 PAGE 517 OF OFFICIAL
RECORDS.
EXCEPTING TO THE UNITED STATES OF AMERICA ALL OIL AND GAS IN THE LAND,
AND TO IT, OR PERSONS AUTHORIZED BY IT, THE RIGHT TO PROSPECT FOR, MINE
AND REMOVE SUCH DEPOSITS FROM THE SAME UPON COMPLIANCE WITH THE
CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF THE ACT
OF JULY 17, 1914 (38 STAT. 509), AS PER PATENT FROM THE STATE OF CALIFORNIA,
RECORDED MAY 23, 1956, IN BOOK 2611 PAGE 517 OF OFFICIAL RECORDS.
PARCEL 11: APN: 086-010-08
ALL THAT PORTION OF SECTION 1, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN
PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED TO THE STATE OF
CALIFORNIA RECORDED APRIL 6, 1966, IN BOOK 3934, PAGE 572, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE
GENERALITY 	OF 	THE 	FOREGOING, 	ALL 	OIL, 	GAS, 	NATURAL 	GAS 	AND
HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN
SOLUTION AND SAND, GRAVEL AND AGGREGATES AND PRODUCTS DERIVED
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

51
THEREFROM TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID
GRANTEE, ITS SUCCESSORS AND ASSIGNS OF INGRESS AND EGRESS IN, UPON OR
OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE
SURF USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR
USEFUL IN CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING,
BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING,
OPEN PIT MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS,
WAYS, PIPELINES, POLELINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES,
AS CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965,
IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 12: APN: 086-010-11
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28
SOUTH, 	RANGE 	22 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTH LINE OF SAID SECTION SAID POINT BEARS
NORTH 89° 22' 40" WEST 661.32 FEET FROM THE NORTHEAST CORNER OF SAID
SECTION SAID NORTHEAST CORNER BEING AT COORDINATES Y=741 794.74 FEET
AND X=1 534 938.55 FEET; THENCE ALONG A LINE PARALLEL WITH AND 104 FEET
SOUTHWESTERLY MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE
DEPARTMENT OF PUBLIC WORKS SURVEY FROM ROUTE 57 (NOW ROUTE 166) TO
THE KINGS COUNTY LINE, ROAD VI-KER-238-B (NOW 06-KER-5) SOUTH 40° 46' 00"
EAST 32.14 FEET; THENCE SOUTH 82° 13' 16" WEST 313.57 FEET; THENCE NORTH 71°
25' 46" WEST 226.90 FEET TO SAID NORTH LINE; THENCE ALONG SAID NORTH LINE
SOUTH 89° 22' 40" EAST 504.82 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945 IN BOOK 1252, PAGE 29 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME, AS GRANTED TO ALAN B. BOWEN, BY DEED RECORDED FEBRUARY 8, 1952,
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING
SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED
RECORDED FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

52
ALSO EXCEPTING THEREFROM ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS,
NATURAL 	GAS, 	NATURAL 	GAS 	RIGHTS 	AND 	OTHER 	HYDROCARBONS 	BY
WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF
LAND HEREINABOVE DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF
DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND REMOVING
THE SAME FROM SAID LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO
WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN
THOSE HEREINABOVE DESCRIBED OIL OR GAS WELL, TUNNELS AND SHAFTS
INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE
DESCRIBED AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED
WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR
LIMITS 	THEREOF 	AND 	TO 	REDRILL, 	RETUNNEL, 	EQUIP, 	MAINTAIN, 	REPAIR,
DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE
RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE
UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED
OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY
HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS EXCEPTED IN DEED
FROM MILHAM FARMS, INC., RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.
PARCEL 13: APN: 086-010-18
PARCEL 	B 	OF 	LOT 	LINE 	ADJUSTMENT 	NO. 	69-98 	AS 	PER 	CERTIFICATE 	OF
COMPLIANCE RECORDED MARCH 3, 1999, AS INSTRUMENT NO. 0199030694, OF
OFFICIAL 	RECORDS, 	BEING 	THE 	EAST 	HALF 	OF 	THE 	EAST 	HALF 	OF 	THE
NORTHEAST QUARTER AND THE EAST HALF OF THE WEST HALF OF THE EAST
HALF OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH, RANGE
22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA
OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA, BY DEED RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.
EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945 IN BOOK 1252, PAGE 29 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME AS GRANTED TO ALLAN B. BOWEN BY DEED RECORDED FEBRUARY 8, 1952
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

53
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING
SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED
RECORDED FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 14: APN: 086-010-19
PARCEL 	A 	OF 	LOT 	LINE 	ADJUSTMENT 	NO. 	69-98 	AS 	PER 	CERTIFICATE 	OF
COMPLIANCE RECORDED MARCH 3, 1999, AS INSTRUMENT NO. 0199030694, OF
OFFICIAL RECORDS, BEING THE NORTHWEST QUARTER, THE WEST HALF OF THE
NORTHEAST QUARTER, AND THE WEST HALF OF THE WEST HALF OF THE EAST
HALF OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH, RANGE
22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA
OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA, BY DEED RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.
EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 3% OF ALL OIL, GAS
AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER THE
ABOVE 	DESCRIBED 	PROPERTY, 	AS 	RESERVED 	BY 	MERCHANTS 	HOLDING
CORPORATION LTD. IN DEED RECORDED APRIL 17, 1945 IN BOOK 1252, PAGE 29, OF
OFFICIAL RECORDS.
ALSO EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 23 1/2% OF ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR
UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM
WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING
AND REMOVING THE SAME AS GRANTED TO ALAN B. BOWEN BY DEED RECORDED
FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 23 1/2% OF ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR
UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM
WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING
AND REMOVING SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN,
BY DEED RECORDED FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM AN UNDIVIDED 1/2% INTEREST IN AND TO ALL OIL, GAS
AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER THE
DESCRIBED 	PROPERTY 	OR 	RECOVERABLE 	THEREON 	AND 	THEREFROM, 	AS
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

54
RESERVED IN THE DEED RECORDED APRIL 17, 1945, IN BOOK 1252, PAGE 28, OF
OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 15: APN: 086-020-03
GOVERNMENT LOTS 1 AND 2 OF THE NORTHEAST QUARTER OF FRACTIONAL
SECTION 3, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST HEREAFTER UPON, WITHIN OR
UNDERLYING 	THE 	HEREINAFTER 	DESCRIBED 	PROPERTY 	OR 	THAT 	MAY 	BE
PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE GENERALITY OF
THE FOREGOING, ALL OIL, GAS, NATURAL GAS AND HYDROCARBON SUBSTANCES,
GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION AND SAND, GRAVEL
AND AGGREGATES AND PRODUCTS DERIVED THEREFROM TOGETHER WITH THE
EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS SUCCESSORS AND
ASSIGNS, OF INGRESS AND EGRESS IN, UPON OR OVER SAID PROPERTY TO
EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP, SAVE, CONVEY, STORE,
REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE SUCH USE OF SAID
PROPERTY 	AND 	THE 	SURFACE 	THEREOF 	AS 	IS 	NECESSARY 	OR 	USEFUL 	IN
CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING, BORING,
DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING, OPEN PIT
MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS, WAYS,
PIPELINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES AS
CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965, IN
BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 16: APN: 086-020-10
ALL THAT PORTION OF THE NORTH HALF OF SECTION 3, TOWNSHIP 28 SOUTH,
RANGE 22 EAST MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
PARCEL 1:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF
SECTION 3; THENCE SOUTH 0° 32' WEST 1,319.80 FEET TO THE NORTHWEST CORNER
OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 3
SAID POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;
THENCE NORTH 89° 18' EAST A DISTANCE OF 1,320.10 FEET TO THE NORTHEAST
CORNER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF
SECTION 3; THENCE SOUTH 0° 32' WEST A DISTANCE OF 1,320.0 FEET; THENCE
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

55
NORTH 89° WEST A DISTANCE OF 857.60 FEET TO A POINT ON THE CENTERLINE OF
THE EAST SIDE CANAL; THENCE ALONG SAID CENTERLINE NORTH 48° 16' WEST A
DISTANCE OF 432.30 FEET; THENCE NORTH 38° 27' WEST AND CONTINUING ALONG
SAID CENTERLINE OF SAID CANAL TO A POINT ON THE WEST LINE OF THE
NORTHEAST QUARTER OF SECTION 3; THENCE NORTH 0° 32' EAST AND ALONG
SAID WEST LINE TO THE TRUE POINT OF BEGINNING.
PARCEL 2:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF SAID
SECTION 3; THENCE ALONG THE NORTHERLY BOUNDARY OF SAID SECTION
SOUTH 89° 45' WEST 1,069.10 FEET TO A POINT ON THE CENTERLINE OF THE EAST
SIDE CANAL; THENCE ALONG SAID CENTERLINE SOUTH 25° 27' EAST 2,290.50 FEET;
THENCE 	CONTINUING 	ALONG 	SAID 	CENTERLINE 	IN 	A 	GENERAL
SOUTHEASTERLY DIRECTION TO THE WEST LINE OF THE NORTHEAST QUARTER
OF SAID SECTION 3; THENCE ALONG SAID WEST LINE NORTH 0° 23' EAST TO THE
NORTHWEST 	CORNER 	OF 	THE 	SOUTHWEST 	QUARTER 	OF 	THE 	NORTHEAST
QUARTER OF SECTION 3; THENCE CONTINUING NORTH 0° 32' EAST A DISTANCE
OF 1,319.80 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM BOTH PARCELS 1 AND 2, 83-1/3% OF ALL MINERALS, OIL,
GAS, PETROLEUM AND HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING
SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM: HOWEVER,
THE GRANTORS HEREIN, THEIR SUCCESSORS AND ASSIGNS SHALL NOT CONDUCT
DRILLING OR OTHER OPERATIONS UPON THE SURFACE OF SAID LAND BUT
NOTHING HEREIN CONTAINED SHALL BE DEEMED TO PREVENT SAID GRANTORS,
THEIR 	SUCCESSORS 	AND 	ASSIGNS 	FROM 	EXTRACTING 	OR 	CAPTURING 	SAID
MINERALS, OIL, GAS, PETROLEUM AND HYDROCARBON SUBSTANCES FROM THE
HEREIN DESCRIBED LAND BY DRILLING ON ADJACENT OR NEIGHBORING LANDS
AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER SAID
LANDS AT A DEPTH OF 500 FEET OR MORE BELOW THE SURFACE THEREOF, AS
RESERVED IN THE QUITCLAIM DEED RECORDED JANUARY 16, 1974, IN BOOK 4821,
PAGE 1223, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 17: APN: 086-100-28
ALL THAT PORTION OF PARCEL 3 OF PARCEL MAP 7799, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE MAP
THEREOF RECORDED AUGUST 22, 1986, IN BOOK 33, PAGE 134 OF PARCEL MAPS,
KERN 	COUNTY 	RECORDS, 	DESCRIBED 	AS 	PARCEL 	A 	IN 	THAT 	CERTAIN
CERTIFICATE OF COMPLIANCE RECORDED FEBRUARY 7, 1990 IN BOOK 6344, PAGE
537, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

56
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 3 OF PARCEL MAP 7799;
THENCE SOUTH 00° 44' 00" WEST ALONG THE EASTERLY LINE OF PARCEL 3 OF SAID
PARCEL MAP, 3,874.95 FEET TO THE SOUTHEAST CORNER OF THE NORTH HALF OF
THE SOUTHEAST QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN; THENCE SOUTH 88° 39' 59" WEST ALONG
THE SOUTH LINE OF SAID NORTH HALF OF THE SOUTHEAST QUARTER 1,412.76
FEET TO A POINT ON THE CENTERLINE OF EAST SIDE CANAL AS SHOWN ON SAID
PARCEL MAP 7799 RECORDED IN BOOK 33, PAGE 134 OF PARCEL MAPS, KERN
COUNTY RECORDS; THENCE NORTH 28° 56' 00" WEST ALONG SAID CENTERLINE
121.85 FEET; THENCE NORTH 22° 17' 00" WEST 319.20 FEET; THENCE NORTH 16° 05' 00"
WEST 1,357.20 FEET; THENCE NORTH 21° 58' 00" WEST 457 FEET; THENCE NORTH 30°
18' 00" WEST 307 FEET; THENCE NORTH 34° 10' 00" WEST 202.80 FEET; THENCE
DEPARTING FROM SAID CENTERLINE SOUTH 89° 29' 00" WEST 198.30 FEET; THENCE
NORTH 00° 43' 00" EAST TO A POINT ON SAID CENTERLINE 279.32 FEET; THENCE
NORTH 35° 04' 00" WEST 407.94 FEET; THENCE NORTH 44° 48' 00" WEST 737.50 FEET;
THENCE NORTH 70° 21' 00" WEST 503.72 FEET, MORE OR LESS, TO A POINT ON THE
NORTHERLY LINE OF SAID PARCEL 3; THENCE NORTH 89° 24' 00" EAST ALONG SAID
NORTHERLY LINE 3,881.13 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES
IN AND UNDER THAT PORTION OF SAID LAND LYING WITHIN THE SOUTHEAST
QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO
BASE AND MERIDIAN, AND THE RIGHT TO REMOVE THE SAME, AS RESERVED BY
F.G. DRUMM AND D.M. DRUMM, HUSBAND AND WIFE AND M.A. BARDENSTEIN, A
SINGLE WOMAN, IN DEED RECORDED MARCH 17, 1952 IN BOOK 1915, PAGE 344, OF
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR THROUGH THAT
PORTION OF SAID LAND LYING WITHIN THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 38 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, OR THAT MAY BE PRODUCED OR SAVED
THEREFROM TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO REMOVE
AND EXTRACT THE SAME, AS RESERVED BY ETHEL B. COOPER, A MARRIED
WOMAN, IN DEED RECORDED OCTOBER 13, 1965, IN BOOK 3883, PAGE 312, OF
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF
EVERY 	KIND 	AND 	CHARACTER 	NOW 	KNOWN 	TO 	EXIST 	OR 	HEREAFTER
DISCOVERED UPON, WITHIN OR UNDERLYING THAT PORTION OF SAID LAND
LYING WITHIN THE NORTH HALF OF THE NORTHEAST QUARTER; THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER AND THE NORTHEAST QUARTER OF THE
NORTHWEST QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, OR THAT MAY BE PRODUCED THEREFROM,
INCLUDING, WITHIN LIMITING THE GENERALITY OF THE FOREGOING, ALL OIL,
GAS, NATURAL GAS AND HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM,
BRINES AND MINERALS IN SOLUTION AND SAND, GRAVEL AND AGGREGATES
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

57
AND PRODUCTS DERIVED THEREFROM TOGETHER WITH THE EXCLUSIVE AND
PERPETUAL RIGHT OF SAID GRANTEE, ITS SUCCESSORS AND ASSIGNS, OF INGRESS
AND EGRESS IN, UPON OR OVER SAID PROPERTY TO EXPLORE AND PROSPECT
FOR, EXTRACT, DEVELOP, SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE
THE SAME AND TO MAKE SUCH USE OF SAID PROPERTY AND THE SURFACE
THEREOF AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH WHICH USE
MAY INCLUDE THE SINKING, BORING, DIGGING OR DRILLING OF WELLS, SHAFTS
OR 	TUNNELS, 	EXCAVATING, 	OPEN 	PIT 	MINING 	AND 	CONSTRUCTING,
MAINTAINING AND REMOVING ROADS, WAYS, PIPELINES, POLELINES, TANKS,
BUILDINGS, 	STRUCTURES 	AND 	FACILITIES 	AS 	CONVEYED 	TO 	BRAVO 	OIL
COMPANY IN DEED RECORDED DECEMBER 29, 1965, IN BOOK 3906, PAGE 30, OF
OFFICIAL RECORDS.
EXCEPTING 	THEREFROM, 	ANY 	MOBILE 	HOME, 	TRAILER 	AND/OR
MANUFACTURED HOME LOCATED THEREON.
PARCEL 18: APN: 086-110-04
THE NORTHEAST QUARTER OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION, SAID NORTHEAST
CORNER BEING AT COORDINATES Y=736 446.01 FEET AND X=1 540 068.83 FEET;
THENCE ALONG THE EAST LINE OF SAID SECTION SOUTH 1° 41' 47" WEST 1,325.82
FEET; THENCE ALONG A LINE PARALLEL WITH AND 110 FEET SOUTHWESTERLY
MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE DEPARTMENT OF
PUBLIC WORKS SURVEY FROM ROUTE 57 (NOW ROUTE 166) TO KINGS COUNTY
LINE, ROAD VI-KER-238-B (NOW VI-KER-5) NORTH 40° 46' 00" WEST 659.14 FEET;
THENCE NORTH 39° 02' 54" WEST 200.09 FEET; THENCE ALONG A LINE PARALLEL
WITH AND 104 FEET SOUTHWESTERLY MEASURED AT RIGHT ANGLES FROM SAID
CENTERLINE NORTH 40° 46' 00" WEST 915.50 FEET TO THE NORTH LINE OF SAID
SECTION; THENCE ALONG SAID NORTH LINE SOUTH 88° 54' 31" EAST 1,193.72 FEET
TO THE POINT OF BEGINNING, AS CONVEYED TO THE STATE OF CALIFORNIA BY
DEED RECORDED FEBRUARY 28, 1966, IN BOOK 3923, PAGE 302, OF OFFICIAL
RECORDS.
ALSO EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND OR WHICH
MAY BE PRODUCED AND SAVED THEREFROM TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS, AS RESERVED IN DEED FROM FRESNO-KERN COMPANY, A
CORPORATION, RECORDED JUNE 15, 1966, IN BOOK 3955, PAGE 683, OF OFFICIAL
RECORDS.
PARCEL 19: APN: 086-110-09
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58
THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12,
TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR THROUGH SAID LAND
OR THAT MAY BE PRODUCED AND SAVED THEREFROM TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS TO REMOVE AND EXTRACT THE SAME, AS
RESERVED BY MARGARET ANNE COOPER, AN UNMARRIED WOMAN, IN DEED
RECORDED OCTOBER 14, 1965, IN BOOK 3884, PAGE 27, OF OFFICIAL RECORDS.
PARCEL 20: APN: 086-110-05
THE NORTH HALF OF THE SOUTH HALF OF SECTION 12, TOWNSHIP 28 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 1/2 OF ALL OIL, GAS AND OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED THEREFROM, AS RESERVED BY GENERAL
MORTGAGE COMPANY IN DEED RECORDED SEPTEMBER 13, 1961, IN BOOK 3414,
PAGE 884, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 21: APN: 086-110-03
THE SOUTH HALF OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 28
SOUTH, 	RANGE 	22 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM 90% OF ALL OIL, GAS AND OTHER HYDROCARBONS AND
MINERALS LYING IN AND UNDER AND WHICH MAY BE PRODUCED FROM SAID
LANDS AS HEREINBEFORE DESCRIBED TOGETHER WITH THE RIGHT OF INGRESS
AND EGRESS TO DEVELOP AND RECOVER SAME, AS RESERVED IN DEED FROM
FRANK LEPPI, ET UX, RECORDED FEBRUARY 1, 1952 IN BOOK 1894, PAGE 208, OF
OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 22: APN: 086-110-01
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59
THE SOUTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 75% OF ALL OIL, GAS, MINERALS AND
OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND OR
THAT MAY PRODUCED AND SAVED THEREFROM, AS RESERVED BY MYRTLE C.
KROESEN, A WIDOW, IN DEED RECORDED FEBRUARY 29, 1952, IN BOOK 1907, PAGE
342, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 23: APN: 086-120-05
THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER
OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12,
TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
PARCEL 24: APN: 086-120-01
THE NORTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22
EAST, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
PARCEL 25: APN: 087-080-25
PARCEL 1 OF PARCEL MAP 3773, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED MAY 20, 1977, IN BOOK
18, PAGE 108 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPTING THEREFROM, ALL THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, ALL OIL, NATURAL GAS AND HYDROCARBON
SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION, AND
SAND, 	GRAVEL 	AND 	AGGREGATES, 	AND 	PRODUCTS 	DERIVED 	THEREFROM,
TOGETHER WITH, THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS
SUCCESSORS AND ASSIGNS, OR INGRESS AND EGRESS IN, UPON OR OVER SAID
PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP, SAVE, CONVEY,
STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE SUCH USE OF
SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR USEFUL IN
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CONNECTION THEREWITH, WHICH USE MAY INCLUDE THE SINKING, BORING,
DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING, OPEN PIT
MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS, WAYS, PIPE
LINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES. ALL AS
CONVEYED BY SOUTHERN PACIFIC COMPANY TO BRAVO OIL COMPANY, A TEXAS
CORPORATION IN THE DEED RECORDED MAY 29, 1965, IN BOOK 3906, PAGE 30 OF
OFFICIAL RECORDS, AS DOCUMENT NO. 70845.
TRACT 5:
PARCEL 1: APN: 069-280-18-00
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 22,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT OF SAID LAND APPROVED BY THE SURVEYOR
GENERAL ON JUNE 15, 1855.
EXCEPT ALL OIL AND GAS IN SAID LAND, WITH THE RIGHT TO PROSPECT FOR,
MINE AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS
OF THE ACT OF JULY 17, 1914(39 STAT. 509).
ALSO EXCEPTING THEREFROM AN UNDIVIDED 50% INTEREST IN ALL OF THE OIL,
GAS AND MINERALS NOW OF HEREAFTER LYING IN AND UNDER AND THAT MAY
BE PRODUCED FROM, ALL OF THE ABOVE DESCRIBED REAL ESTATE, WITH THE
RIGHT TO REDUCE THE SAME TO POSSESSION, AND WITH RIGHTS OF INGRESS
AND EGRESS, AND ALL RIGHTS INCIDENT TO THE DEVELOPMENT, PRODUCTION,
CONSERVATION AND TRANSPORTATION THEREOF, FOREVER, AS RESERVED BY
JOHN 	HANCOCK 	MUTUAL 	LIFE 	INSURANCE 	COMPANY 	IN 	THAT 	CERTAIN
CORPORATION GRANT DEED RECORDED NOVEMBER 14, 1988 IN BOOK 6181, PAGE
1169, DOCUMENT NO. 056183, KERN COUNTY RECORDS.
PARCEL 2:
THE RIGHT TO USE AND TAKE WATER FROM THAT CERTAIN WATER WELL AND
PUMPING PLANT SITE DESCRIBED AS THE SOUTH 50 FEET OF THE WEST 75 FEET
OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 22,
TOWNSHIP 27, SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE COUNTY OF KERN, STATE OF CALIFORNIA, ADEQUATE TO IRRIGATE SAID
PARCEL 1, TOGETHER WITH AN EASEMENT FOR PIPELINE PURPOSES WITHIN THE
SOUTHERLY 25 FEET OF SAID NORTHEAST QUARTER OF SAID NORTHWEST
QUARTER TO TRANSPORT WATER FROM SAID WELL TO SAID PARCEL 1, INCLUDING
THE RIGHT TO USE THE EXISTING PIPE OR ANY REPLACEMENTS THEREOF
LOCATED WITHIN SAID PIPELINE EASEMENT.
PARCEL 3: APN: 069-280-16-00, 069-280-25-00
THE NORTH HALF OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
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UNINCORPORATED 	AREA 	OF 	COUNTY 	OF 	KERN, 	STATE 	OF 	CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	ALL 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES 	WITHIN 	OR 	UNDERLYING 	OR 	WHICH 	MAY 	BE
PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHTS OF INGRESS AND
EGRESS 	UPON 	SAID 	LAND 	AT 	ALL 	TIMES 	FOR 	THE 	DEVELOPMENT 	AND
PRODUCTION 	OF 	ANY 	OF 	SUCH 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES, 	AS 	RESERVED 	BY 	GRACE 	R. 	PARR 	IN 	DEED
RECORDED NOVEMBER 12, 1947 IN BOOK 1430, PAGE 475 OF OFFICIAL RECORDS.
PARCEL 4: APN: 069-280-26-00
THE SOUTH 1/2 OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF COUNTY OF KERN, STATE OF CALIFORNIA, AS PER
THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING 	THEREFROM 	ALL 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES 	WITHIN 	OR 	UNDERLYING 	OR 	WHICH 	MAY 	BE
PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHTS OF INGRESS AND
EGRESS 	UPON 	SAID 	LAND 	AT 	ALL 	TIMES 	FOR 	THE 	DEVELOPMENT 	AND
PRODUCTION 	OF 	ANY 	OF 	SUCH 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES, 	AS 	RESERVED 	BY 	GRACE 	E. 	PARR 	IN 	DEED
RECORDED NOVEMBER 12, 1947 IN BOOK 1430, PAGE 475 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-280-38-00, 069-280-39-00
THE SOUTHEAST QUARTER OF SECTION 15, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY
ELIZABETH GLIDE WILLIAMS, ET AL, IN DEED TO HARLEY BARLING, ET UX, DATED
JANUARY 30, 1951 AND RECORDED MARCH 5, 1951 IN BOOK 1779, PAGE 479 OF
OFFICIAL RECORDS, WHICH DEED PROVIDED AS FOLLOW: TOGETHER WITH THE
RIGHT 	OF 	INGRESS 	AND 	EGRESS 	FOR 	THE 	PURPOSE 	OF 	EXPLORING 	AND
DEVELOPMENT THEREOF.
ALSO EXCEPT THEREFROM THE REMAINDER OF ALL OIL, GAS, MINERALS AND
OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY
JESSE M. BUTLER AND ESTHER M. BUTLER, HUSBAND AND WIFE, IN DEED TO D. C.
CRAWFORD AND ADDIE CRAWFORD, HUSBAND AND WIFE, AS JOINT TENANTS,
DATED NOVEMBER 16, 1951 AND RECORDED JANUARY 23, 1953 IN BOOK 2029, PAGE
337, WHICH DEED PROVIDED AS FOLLOWS: TOGETHER WITH THE RIGHT OF
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INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT
THEREON.
END OF DESCRIPTION
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Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

EXHIBIT B

FORM OF MARKETING PROCEDURES ORDER

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UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF CALIFORNIA
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, et al.,
Plaintiffs,
v.
ACDF, LLC; ASSEMI AND SONS, INC.;
AVILA RANCH EA, LLC; BEAR FLAG
FARMS, LLC; C & A FARMS, LLC;
CANTUA ORCHARDS, LLC; DA REAL
ESTATE HOLDINGS, LLC; FAVIER
RANCH, LLC; FG2 HOLDINGS LLC;
GRADON FARMS, LLC; GRANVILLE
FARMS, LLC; GRANTLAND HOLDINGS
NO. 1, LLC; GRANTLAND HOLDINGS NO.
2, LLC; GRANTOR REAL ESTATE
INVESTMENTS, LLC; GVM
INVESTMENTS, LLC; GV AG, LLC;
LINCOLN GRANTOR FARMS, LLC;
MARICOPA ORCHARDS, LLC; PANOCHE
PISTACHIOS, LLC; SAGEBERRY FARMS,
LLC; DEREK BELL; and RACHEL MARIE
WHITE,
Defendants.
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER (I) APPROVING BID
PROCEDURES FOR THE SALE OF REAL
PROPERTY; (II) APPROVING BID
PROTECTIONS FOR STALKING HORSE
BIDDER; AND (III) SCHEDULING THE
AUCTION AND SALE HEARING
Related to Dkt. No. ___
Judge: 	Hon. Kirk E. Sherriff
Action Filed: 	September 16, 2024
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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Before the Honorable Kirk E. Sherriff, United States District Judge, is the motion [Dkt. No.
___] (the “Bidding Procedures Motion”)1 filed by Lance Miller (the “Receiver”), solely in his
capacity as Court-appointed receiver in the above-captioned case, for entry of an order approving
the proposed Bidding Procedures attached hereto as Exhibit A; approving 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
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
and adduced at the Hearing, including the declarations submitted by Lance Miller and Skye Root
and (ii) the representations of counsel made on the record at the Hearing, 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 was necessary for the Receiver 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.
1 Capitalized terms used but not defined in this Order shall have the meanings ascribed in the
Bidding Procedures.
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.
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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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.
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.
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 the Receiver’ designation of the Stalking Horse Bidder
and award of the Bid Protections are hereby approved.
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.
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER
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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.
IT IS FURTHER ORDERED that the Receiver is authorized to modify the Bidding
Procedures before service to parties in order 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.
Dated: __________________
Hon. Kirk E. Sherriff
United States District Court
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Exhibit A

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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.
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No. 1:24-cv-01102-KES-SAB
BIDDING PROCEDURES FOR THE SALE
OF RECEIVERSHIP PROPERTY
MARKETED BY CAPSTONE CAPITAL
MARKETS, LLC (SEMITROPIC)
Judge: 	Hon. Kirk E. Sherriff
Action Filed: 	September 16, 2024
1 Designated as counsel for service pursuant to L.R. 182(c)(1).
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On [●], 2025, the United States District Court for the Eastern District of California (the
“Court”) entered an Order [Docket No. ●] (the “Bidding Procedures Order”),2 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 following real property and related assets (the “Property”), solely
to the extent they are Receivership Property, as set forth in Section 1 of asset purchase agreement
attached to these Bidding Procedures as Exhibit 2 (the “Stalking Horse PSA”):
(a) 	The Land; 3
(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 (the “Fixtures”), including without limitation all roads, paved areas,
implement covers, fences, gates, cattle guards, and all improvements and infrastructure;
all solar panels and all infrastructure related to solar panels, including mounting
systems, inverters, wiring, conduits, and related equipment (but excluding all of the
foregoing solar panels and infrastructure listed on Schedule 1.1(b) [to the Stalking
Horse PSA]); 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
2 All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to
them in the Bidding Procedures Order.
3 A list of APNs that comprise the Land is attached hereto as Exhibit 1.
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pits and equipment, all mainlines and drip lines, emitters, all spare and replacement
parts, components and supplies located on the Land or otherwise used or useful to or
of benefit to the use and enjoyment of the Land or that provides drainage, irrigation
and/or water to the Land;
(c) 	All rights and interests, if any, in and to all rights, rights of way,
reversions, remainders, strips or gores, if any, between the Land and abutting
properties, and any land lying in or under the bed of any street, alley, road or right-of
way, abutting or adjacent to the Land, all covenants, conditions and restrictions,
privileges, easements, servitudes, hereditaments, and appurtenances appurtenant to the
Land, or otherwise used or useful to or of benefit to the use and enjoyment of the Land
and/or providing any benefit with respect to access, ingress, egress, irrigation water,
domestic water, electricity, gas, telephone, sewer or other utility service to the Land,
whether or not of record (collectively, the “Appurtenant Rights”);
(d) 	Subject to the rights of Ranch 24, LLC in and to the crops growing on
the Ranch 24 Premises (as defined on Schedule 5.2(i) [to the Stalking Horse PSA]), all
crops 	and 	farm 	products, 	whether 	fructus 	naturales 	or 	fructus 	industriales
(emblements), from and after the 2026 crop year (the “Crops”);
(e) 	All rights of Seller in and to all oil, gas, minerals, and other hydrocarbon
substances, on or hereafter on or under the Land before or after extraction, if any
(collectively, the “Oil, Gas and Mineral Rights”);
(f) 	All surface water rights, groundwater rights, water credits, water
entitlements, water expectancies, and banked water of any kind 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, court or regulatory proceedings, or
under any groundwater sustainability plan or similar plan associated with the Land, and
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all rights in any contracts for the sale, lease, transfer, or exchange of water generated
from irrigation wells or otherwise associated with the Land, but specifically excepting
any banked water rights held by POSO CREEK WATER COMPANY, LLC, a
California limited liability company (“Poso Creek”), whether or not any of the
members for which such water is held by Poso Creek are the fee owners of the Land
(collectively, “Water Rights”); and
(g) 	Any 	licenses 	or 	other 	agreements 	material 	to 	the 	Property 	and
operations thereon as listed on Schedule 1.1(g) [to the Stalking Horse PSA] that Buyer
would like to have assigned to it at Closing; provided that (i) such licenses or
agreements are Receivership Property assignable by Seller to Buyer without any
liability or consideration and (ii) in the event that there are any licenses or agreements
that are material but not Receivership Property, Seller will use commercially
reasonable efforts to provide partial assignments where possible (and without any
liability or consideration) and enter into other agreements or arrangements that are
reasonably satisfactory to Buyer and approved by the Court, as necessary.
(h) 	All crops and farm products produced from 10,011.79 acres in Fresno
County, California (the “Westlands Property”) pursuant to the terms of the Pistachio
Purchase Agreement attached hereto as Exhibit H (the “Westlands PPA”) (the
“Westlands Crops”).
Stalking Horse PSA § 1.
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. 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:
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Event 	Deadlines4 	Estimated Date 5
Deadline to Serve Court-
Approved Bidding
Procedures6
Within one (1) business day of
entry of the Bidding Procedures
Order
Deadline to Submit Bids
(the “Bid Deadline”)
Twenty-one (21) days after entry of
Bidding Procedures Order at 5:00
p.m. (Pacific Time)
Deadline for the Receiver
to Either (1) Notify Bidders
of Status as Qualified
Bidder or (2) File Notice of
Cancellation of Auction
and Designating Stalking
Horse as Successful Bidder
(“Notice of Auction
Cancellation”) 7
Three (3) business day after the Bid
Deadline
Timeline if Competing Qualified Bids Received
Auction 	Seven 	(7) 	days 	after 	the 	Bid
Deadline, at 10:00 a.m. (Pacific
Time)
Deadline to File Notice of
(i) Successful Bid and
Backup Bid, (ii) Identity of
Successful Bidder and
Backup Bidder, and (iii)
Proposed form of Sale
Two (2) business days following
conclusion of Auction
4 All dates/deadlines are subject to extension or adjournment as provided for herein.
5 The Estimated Date is given to help place the Deadlines into context. Actual dates will be
calculated based on the column titled “Deadlines.”
6 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
the Court’s ECF filing system. Parties wishing to receive expedited service of a copy of the
Notice of Successful Bidder or other documents should contact Janice Brooks-Patton at
janice.brooks-patton@katten.com and request to receive e-mail service of sale-related
pleadings.
7 The Notice of Auction Cancellation, if applicable, 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 master service list established in this case; and
(ii) via the Court’s ECF filing system. Parties wishing to receive expedited service of a copy of
the Notice of Successful Bidder or other documents should contact Janice Brooks-Patton at
janice.brooks-patton@katten.com and request to receive e-mail service of sale-related
pleadings.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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Event 	Deadlines4 	Estimated Date 5
Order (the “Notice of
Successful Bidder”)8
Deadline to File Objections
to Sale (the “Sale
Objection Deadline”)
Seven 	(7) 	days 	after 	filing 	of
Notice of Successful Bidder
Reply Deadline 	Nine 	(9) 	days 	after 	the 	Sale
Objection Deadline
Sale Hearing, if Auction
Held
Monday
December 1, 2025, at
1:30 	p.m. 	(Pacific
Time)
Timeline if Notice of Auction Cancellation Filed
Deadline to File Objections
to Sale to the Stalking
Horse Bidder if Notice of
Cancellation of Auction
Filed (the “Sale Objection
Deadline”)
Five (5) days after filing of Notice
of Cancellation of Auction
Reply Deadline 	Three 	(3) 	days 	after 	the 	Sale
Objection Deadline
Sale Hearing if Notice of
Cancellation of Auction
Filed
Monday
November 17, 2025, at
1:30 	p.m. 	(Pacific
Time)
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;
8 The Notice of Successful Bidder, if applicable, 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 master service list established in this case; and
(ii) via the Court’s ECF filing system. Parties wishing to receive expedited service of a copy of
the Notice of Successful Bidder or other documents should contact Janice Brooks-Patton at
janice.brooks-patton@katten.com and request to receive e-mail service of sale-related
pleadings.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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ii. 	Farming Defendants (as defined in the Receivership Order); and
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, such
person shall no longer be a Consultation Party for purposes of these Bidding Procedures.
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, 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. 	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.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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 three (3) business 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 (unless a Consultation Party is a Qualified Bidder or participates in a 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.
7. 	Due Diligence
Only Potential Bidders 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. 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
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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.
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).
8. 	Bid Requirements.
A proposal, solicitation, or offer for a purchase and sale of the 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 (the “Purchase Price”), which must be a minimum of $69,451,881.9
9 Calculated as follows: $66,943,574 (Stalking Horse Bid) + $2,008,307 (Bid Protections) +
$500,000 (Minimum Overbid).
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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(c) 	Deposit. On or before the Bid Deadline, each Bid must be accompanied by a deposit
in the amount equal to 10 percent (10%) 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”).
(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.
(f) 	No Material Modifications to Stalking Horse PSA. Each Bid must be on the form asset
purchase agreement attached hereto as Exhibit 2 and include all material terms in the Stalking Horse
PSA, including the following:
1. 	Property: The Bid must be for all 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
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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.
(j) 	Binding and Irrevocable. A Qualified Bidder’s Bid shall be binding and irrevocable
unless and until the Receiver accepts a higher Bid for the Property 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, 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
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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diligence regarding the 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 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 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.
(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 twenty one (21) days after entry of thee Bidding Procedures
Order at 5:00 p.m. (Pacific Time) (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).
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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9. 	Auction
If the Receiver receives more than one Qualified Bid for the 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, 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 seven (7) days after the Bid Deadline at 10:00 a.m. (PT), 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.
(a) 	The Receiver Shall Conduct the Auction.
The Receiver and his professionals shall direct and preside over the Auction. At the start of
the Auction, the Receiver or his professionals shall describe the terms of the Baseline Bid. All
incremental Bids made thereafter for the Property 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.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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 $69,451,881 which is comprised of: (i)
the purchase price set forth in the Stalking Horse PSA ($66,943,574.00) plus (ii) the Bid
Protections ($2,008,307.00) plus (iii) $500,000 (the “Initial Overbid Amount”).
ii. 	Minimum Overbid Increment. Any Overbid following the Minimum Initial
Overbid or following any subsequent Prevailing Highest Bid (as defined below) for the
Property shall be in increments of $500,000. 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.
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
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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
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 for the Property. 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 as to the Property. 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.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

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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 two (2) business days 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 by the Bid Deadline a Qualified Bid other than that
submitted by the Stalking Horse Bidder, then the Receiver may file a notice cancelling the Auction
and designating such bid as the Successful Bid.
10. 	Backup Bidder
The Qualified Bidder with the next highest or otherwise second-best Qualified Bid (the
“Backup Bid”) for the Property at the Auction, as determined by the Receiver in the exercise of his
business judgment and in consultation with the Consultation Parties, as applicable, 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
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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.
11. 	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 of the Property, 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.
12. 	Sale Hearing.
(a) 	Sale Hearing if Competing Qualified Bids Received
If Competing Qualified Bids are received and an Auction held, 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 December 1, 2025, 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.
(b) 	Sale Hearing if Notice of Auction Cancellation Filed
If the Auction is cancelled, 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
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Eastern District of California, Robert E. Coyle U.S. Courthouse, 2500 Tulare Street, Courtroom 6,
7th Floor, Fresno, California on November 17, 2025, at 1:30 p.m. (PT). 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.
13. 	Return of Deposit.
The Deposit of the Successful Bidder shall be applied to the Purchase Price of the property
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.
Dated: [_________], 2025
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EXHIBIT 1 TO BIDDING PROCEDURES
List of APNs
Ranch 	APNs 	Acres
Ana Belle West 	047-040-08-00-7 	10.0
Ana Belle West 	047-010-01-01-6 	438.3
Ana Belle West 	047-040-03-01-1 	160.0
Ana Belle West 	047-040-06-00-1 	55.0
Ana Belle West 	047-040-07-00-4 	15.0
Ana Belle West 	047-040-09-00-0 	80.0
Ana Belle West 	047-040-13-00-1 	220.2
Gooselake 	069-230-05-01-2 	297.0
Gooselake 	069-230-07-00-9 	159.6
Gooselake 	069-230-20-00-6 	240.0
Gooselake 	069-230-21-01-8 	159.9
Gooselake 	069-230-22-01-1 	160.0
Gooselake 	069-230-36-00-3 	269.1
Gooselake 	069-230-55-00-8 	44.6
Gooselake 	086-010-03-00-8 	278.7
Gooselake 	086-010-08-00-3 	185.2
Gooselake 	086-010-11-00-1 	0.4
Gooselake 	086-010-18-00-2 	52.0
Gooselake 	086-010-19-00-5 	258.7
Gooselake 	086-020-03-00-1 	120.0
Gooselake 	086-020-10-00-1 	56.2
Gooselake 	086-100-28-00-7 	201.8
Gooselake 	086-110-01-01-0 	20.0
Gooselake 	086-110-03-01-6 	80.0
Gooselake 	086-110-04-00-0 	141.9
Gooselake 	086-110-05-01-2 	160.0
Gooselake 	086-110-09-00-5 	40.0
Gooselake 	086-120-01-00-4 	5.0
Gooselake 	086-120-05-00-6 	1.3
Gooselake 	087-080-25-00-0 	90.7
Kyte 	059-010-19-00-7 	144.2
Kyte 	059-070-01-00-2 	79.1
Ludy 	059-243-03-00-8 	79.1
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EXHIBIT 1 TO BIDDING PROCEDURES
List of APNs (Continued)
Ranch 	APNs 	Acres
McCombs Ranch 	058-292-05-00-5 	78.2
McCombs Ranch 	058-291-40-00-9 	80.3
McCombs Ranch 	058-292-09-00-7 	156.4
McCombs Ranch 	058-292-23-00-7 	159.1
Jackson 	069-280-04-00-5 	39.1
Jackson 	069-280-16-00-0 	40.0
Jackson 	069-280-18-00-6 	38.2
Jackson 	069-280-25-00-6 	38.2
Jackson 	069-280-26-00-9 	79.1
Jackson 	069-280-38-00-4 	77.3
Jackson 	069-280-39-00-7 	79.1
Jackson 	069-310-09-00-8 	158.2
Jackson 	069-310-10-00-0 	160.0
Jackson 	069-310-11-00-3 	158.2
Jackson 	069-310-12-00-6 	155.9
Kimberlina 	069-340-02-02-4 	314.5
Kimberlina 	069-340-23-00-7 	40.0
Kimberlina 	069-340-24-00-0 	105.4
Kimberlina 	069-340-25-00-3 	11.4
Kimberlina 	069-340-26-00-6 	41.4
Kimberlina 	069-340-34-01-8 	160.0
Kimberlina 	069-340-35-01-1 	158.2
Lerdo 	087-080-46-00-1 	211.2
McCoy 	069-272-05-00-9 	76.7
McCoy 	069-272-08-00-8 	40.0
West Jackson 	069-310-21-00-2 	40.0
West Jackson 	069-320-01-00-7 	19.5
West Jackson 	069-320-02-01-9 	19.5
West Jackson 	069-320-03-00-3 	19.5
West Jackson 	069-320-04-01-5 	19.6
West Jackson 	069-320-05-01-8 	80.0
West Jackson 	069-330-02-00-3 	20.0
Total Acres 	7176.7
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EXHIBIT 2 TO BIDDING PROCEDURES
Stalking Horse PSA
(see attached)
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

EXHIBIT C

FORM OF SALE ORDER

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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, et al.
Defendants.
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No. 1:24-cv-01102-KES-SAB
[PROPOSED] ORDER (I)
AUTHORIZING SALE OF REAL
ESTATE FREE AND CLEAR OF
INTERESTS; (II) AUTHORIZING
THE PAYMENT OF SALE-
RELATED COSTS; AND (III)
GRANTING RELATED RELIEF
[Related to Dkt. No. ___]
1 	Designated as counsel for service pursuant to L.R. 182(c)(1).
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[PROPOSED] ORDER
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Before the Honorable Kirk E. Sherriff, United States District Judge, is the Notice of
Proposed Auction and Sale of Real Property [Dkt. No. ___] (the “Sale Notice”) filed by Lance
Miller, solely in his capacity as Court-appointed receiver in the above-captioned case (the
“Receiver”) for entry of an order (a) authorizing the Receiver to sell the Property2 free and clear of
liens, claims, and encumbrances, other than easements, rights of way, and other encumbrances
running with the land, to the fullest extent permitted by law (collectively, the “Interests”) with such
Interests attaching to the proceeds of the sale (“Sale Proceeds”) with the same force and in the same
priority as existed immediately prior to the Closing Date; (b) authorizing the Receiver to pay,
without further order of the Court, all sale-related costs and expenses, including break-up fees (if
applicable), commissions, and transaction fees (but excluding the Receiver’s attorneys’ fees); and
(c) granting related relief. The Court hereby finds that:3 (a) the marketing and sale of the Property
was held in accordance with the order establishing auction and bid procedures [Dkt. ___] (the
“Bidding Procedures Order”); (b) it has jurisdiction over the Property and the parties in this case,
including exclusive jurisdiction over the administration, control, and possession of the Property; (c)
it has the statutory authority to enter this Order, including pursuant to 28 U.S.C. § 2001 and Rule
55 of the Federal Rules of Civil Procedure; and (d) due and proper notice of the Sale Notice was
given and no other or further notice is necessary. The Court further finds that:
A. 	This Order constitutes a final order within the meaning of 28 U.S.C. § 158(a).
Notwithstanding Rule 54(b) of the Federal Rules of Civil Procedures, the Court expressly finds that
there is no just reason for delay in the implementation of this Order.
B. 	The Court entered the Bidding Procedures Order on October ___, 2025, that, among
other things, established the procedures in connection with the marketing, auction, and sale of the
Property (the “Bidding Procedures”) and granted related relief.
2 Capitalized terms used herein shall have the meanings ascribed in the Purchase and Sale
Agreement attached hereto as Exhibit A (the “PSA”)
3 The findings and conclusion set forth herein constitute this Court’s findings of fact and conclusions
of law pursuant to Rule 52 of the Federal Rules of Civil Procedure. To the extent a finding of fact
constitutes a conclusion of law, or a conclusion of law a finding of fact, they are adopted as such.
The Court’s finding and conclusions set forth at on the record at the Sale Hearing are incorporated
herein by reference.
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C. 	As demonstrated by (i) the testimony and other evidence submitted by declaration and
adduced at the Sale Hearing, including the declarations submitted by Lance Miller and Sky Roote
and (ii) the representations of counsel made on the record at the Sale Hearing, all aspects of the sale
process, including notice thereof, have been conducted in compliance with the Bidding Procedures
and Bidding Procedures Order.
D. 	In compliance with the Bidding Procedure Order, the Receiver published notice of the
Auction and proposed sale in the following publications: the Hartford Sentinel (Kings County),
Fresno Business Journals (Fresno County), and Bakersfield Californian (Kern Count) at least one
time per week for four weeks.
E. 	The Receiver has demonstrated good, sufficient, and sound business purpose and
justifications for the sale and other transactions contemplated in the PSA, and such actions are an
appropriate exercise of the Receiver’s business judgment and in the best interest of the receivership
estate.
F. 	The Receiver conducted the marketing and auction process in accordance with the
order appointing the Receiver in this case (as amended, the “Receivership Order”), the Bidding
Procedures, and the Bidding Procedures Order. The marketing and auction process set forth in the
Bidding Procedures Order afforded a full, fair, and reasonable opportunity for any person or entity
to make a higher or otherwise better offer to purchase the Property, and Receiver afforded potential
purchasers a full and fair opportunity to make higher and better offers for the Property.
G. 	The Receiver conducted the sale process for the Property without engaging in any
collusion and in accordance with the Bidding Procedure and the Bidding Procedures Order.
Following the Bid Deadline, the Receiver determined in the sound exercise of his business
judgment, in consultation with Plaintiffs, that [______________] (“Buyer”) submitted the highest
or otherwise best offer for the Property.
H. 	The Receiver and Buyer have acted at arm’s length and in good faith with respect to
the proposed sale, and the Purchase Price represents the highest or otherwise best offer for the
Property. The Receiver’s determination that the PSA executed by Buyer constitutes the highest and
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best offer for the Property constitutes a valid and sound exercise of the Receiver’s business
judgment.
I. 	The purchase price for the Property constitutes (i) reasonably equivalent value under
the Uniform Fraudulent Transfer Act, (ii) fair consideration under the Uniform Fraudulent
Conveyance Act, and (iii) reasonably equivalent value, fair consideration, and fair value under any
other applicable laws of the United States, any state, territory or possession of the United States or
the District of Columbia.
J. 	Except as expressly set forth in the PSA, the Buyer shall have no liability,
responsibility, or obligations of any kind or nature whatsoever for any Interest of or against the
Defendants, or otherwise related to the Property, by reason of the transfer of the Property to the
Buyer. 	The Buyer is not acquiring or assuming any Interest, except as expressly set forth in the
PSA.
K. 	Pursuant to this Order and the Receivership Order, the Receiver has full power and
authority to execute, deliver, and perform the obligations under the PSA and all other documents
and transactions contemplated thereby and no consents or approvals, other than those expressly
provided for herein or in the PSA, are required for the Receiver to consummate the sale transaction.
As of the Closing Date, the transfer of the Property to the Buyer will be a legal, valid, and effective
transfer thereof, and vests the Buyer with all right, title, and interest of the Defendants and the
Receiver in and to the Property free and clear of all Interests accruing or arising any time prior to
the Closing Date, except as expressly set forth in the PSA.
L. 	Sale of the Property other than free and clear of Interests, and without the protections
of this Order, would impact materially and adversely the value the Receiver would be able to obtain
for the Property. In addition, Plaintiffs have consented to the sale of the Property free and clear of
their respective Interests. Other holders of Interests, if any, who did not object, or who withdrew
their objections, to the Sale Notice are deemed to have consented. Therefore, approving of the PSA
and the consummation of the sale of the Property free and clear of Interests is appropriate under 28
U.S.C. § 2001, the Receivership Order and the interests of equity, and is in the best interests of the
Receivership estate, creditors, and other parties in interest.
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[PROPOSED] ORDER
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M. 	Buyer is the designated Successful Bidder and the Buyer’s PSA is designated as the
Successful Bid in accordance with the Bidding Procedures.
N. 	[_____________ (the “Back-up Bidder”) is designated as the Back-up Bidder and
Back-up Bidder’s purchase and sale agreement (the “Back-up PSA”), which is attached hereto
as Exhibit B, is designated as the Back-up Bid. The Back-up Bidder has compiled in all respect
with the Bidding Procedures Order and all other applicable orders of this Court in negotiating
and entering into the Back-up PSA.]
O. 	The Receiver’s (i) publication of notice of the opportunity to purchase the Property,
the Bidding Procedures, and solicitation of bids for the Property as set forth above, (ii) solicitation
of bids for the Property through the Receiver’s and his professionals’ efforts to market the Property,
and (iii) conduct of the Auction in Fresno, California, establish the Receiver’s satisfaction of the
public sale requirements in 28 U.S.C. §§ 2001 and 2002. To the extent the Receiver has not fully
satisfied the provisions of 28 U.S.C. §§ 2001 and 2002, he is excused from compliance for cause
shown.
Accordingly, it is hereby:
ORDERED that the Receiver’s request to sell the Property is granted as set forth herein and
all objections to the Sale Notice, to the extent not resolved or withdrawn on the record, are overruled
on the merits. All persons and entities who received notice of the Sale Notice and/or the Sale Hearing
that failed to timely object thereto as deemed to have consented to the relief sought in the Motion
and set forth in this Order;
IT IS FURTHER ORDERED that the Receiver is authorized to enter into and consummate
the transactions set forth in the PSA with Buyer or its assignee as the Successful Bidder in
accordance with the Bidding Procedures Order [or, to the extent Buyer is unwilling or unable to
close under the PSA, to Back-up Bidder pursuant to the Back-up Bidder PSA]. The Receiver
is authorized to act on behalf of Defendants in connection with the sale and conveyance of title to
the Property to Buyer and no other consents or approvals are necessary or required for the Receiver
to carry out the sale and conveyance. All persons and entities are hereby prohibited and enjoined
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[PROPOSED] ORDER
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from taking any action that would adversely affect or interfere with the ability of the Receiver to
sell and transfer the Property in accordance with the terms of this Order or the PSA.
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property pursuant
to the terms of the PSA;
IT IS FURTHER ORDERED that the Receiver is authorized to sell the Property to Buyer
free and clear of Interests, with such Interests attaching to the Sale Proceeds with the same force
and in the same priority as existed immediately prior to the Closing Date;
IT IS FURTHER ORDERED that the Receiver is authorized to pay, without further Court
order, all sale-related costs and expenses, including closing costs, real estate taxes, title insurance,
prorations, recording fees, and commissions (but specifically excluding attorneys’ fees), with the
net proceeds payable to Plaintiffs in partial satisfaction of their liens.
IT IS FURTHER ORDERED that the Receiver is authorized to enter into any documents
reasonably necessary or desirable to implement the terms of this Order and effectuate the sale of the
Property and to take all further actions as may reasonably be requested by Buyer for the purposes
of assigning, transferring, granting and conveying to the Buyer, as may be necessary or appropriate
to the performance of the Receiver’s obligations hereunder. The Receiver is also authorized to
execute any documents on behalf of the Defendants to the extent necessary to complete;
IT IS FURTHER ORDERED that Property shall be transferred on an “AS IS,” “WHERE,
IS,” and “WITH ALL FAULTS” basis. All sale documents shall provide language substantially
similar to the following: “Buyer acknowledges and agrees that Buyer is purchasing the Property
‘as-is’, ‘where-is’, and ‘with all faults’ as of the Closing Date, and Buyer further acknowledges and
agrees that Seller hereby expressly disclaims any and all implied warranties concerning the
condition, value and quality of the Property and any portions thereof, including, but not limited to,
the implied warranties of habitability, merchantability, or fitness for a particular purpose. 	Buyer
acknowledges that no warranty has arisen through trade, custom or course of dealing with Seller;”
IT IS FURTHER ORDERED that the holders of any Interests in the Property shall be
prohibited from pursuing or asserting such Interests against Buyer, any of its assets, property,
successors or assigns, or the Property.
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IT IS FURTHER ORDERED that, except with prior leave of this Court, all persons or
entities with notice of this Order are prohibited from (i) commencing, prosecuting, continuing or
enforcing any action against the Receiver related to the Property or the Sale Proceeds (except that
such actions may be filed, but not prosecuted, to toll any statute of limitations), (ii) taking any action
to interfere with the Receiver’s management, control or possession of the Property or the Sale
Proceeds, or (c) interfering in any manner with the exclusive jurisdiction of this Court over the
Property or the Sale Proceeds.
IT IS FURTHER ORDERED that, on and after the Closing Date, any persons holding an
Interest shall execute such documents and take all other actions as may be reasonably necessary to
further demonstrate the release of their respective Interests in the Property, as such Interests may
have been recorded or otherwise filed. Buyer may, but shall not be required to, file a certified copy
of this Sale Order in any filing or recording office in any federal, state, county or other territory or
jurisdiction in which Property is located, or with any other appropriate clerk or recorded with any
other appropriate recorder, and such filing or recording shall be accepted and shall be sufficient to
release, discharge, and terminate any of the Interests as set forth in this Sale Order as of the Closing
Date. All persons and entities that are in possession or control of any portion of the Property on the
Closing Date shall promptly surrender possession and control thereof to the Buyer on, or as soon as
reasonably practicable after, the Closing Date.
IT IS FURTHER ORDERED that the Receiver shall serve a copy of this Order on all
parties known to have asserted an Interest in the Property. The Receiver is authorized to file a copy
of this Order in any court where an action is pending involving the Property.
IT IS FURTHER ORDERED that nothing contained herein shall prevent the Receiver
from seeking additional relief from this Court related to the PSA, the Property, or the Sale Proceeds.
[IT IS FURTHER ORDERED that, should Buyer fail to close on the sale pursuant to
and in accordance with the terms of the PSA (as may be amended by written agreement of the
Receiver and Buyer), and without further order from the Court, the Receiver is hereby
authorized and empowered to sell the Property to Back-up Bidder, execute and deliver the
Back-up Bidder PSA, and to implement and consummate all of the transactions and perform
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all obligations contemplated by the Back-up Bidder PSA and this Sale Order as if the Back-
up Bidder were the Successful Bidder at Auction, and the Back-up Bidder shall be entitled to
all the findings and protections of this Sale Order provided to the Buyer. In the event of a sale
to Back-up Bidder, Back-up Bidder shall be substituted as “Buyer” as defined in this Order.]
IT IS FURTHER ORDERED that this Order and the terms and provisions of the PSA shall
be binding on Defendants, all of Defendants’ creditors (whether known or unknown), Buyer, [Back-
up Bidder,] and their respective affiliates, successors and assigns, and any affected third parties,
including, but not limited to, all persons asserting any interest in the Property. The provisions of this
Order and the terms and provisions of the PSA, and any actions taken pursuant hereto or thereto,
shall survive the entry of any order for relief under title 11 of the United States Code, and shall be
binding on Defendants and their successors and assigns, including any debtor-in-possession or any
trustee appointed under title 11 of the United States Code, or similar custodian or fiduciary
appointed over Defendants or their assets.
IT IS FURTHER ORDERED that this Order shall be effective immediately upon entry.
IT IS FURTHER ORDERED that this Court shall retain exclusive jurisdiction over any
disputes arising from or related to the Property, the PSA, or the implementation or interpretation of
this Order.
Dated: __________________
_________________
Hon. Kirk E. Sherriff
United States District Court
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EXHIBIT D
FORM OF RELEASE
WONDERFUL ORCHARDS LLC, a Delaware limited liability company (“Buyer”), 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”),
solely 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 Code 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.”
______
Land Buyer’s Initials
______
Crop Buyer’s Initials
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Notwithstanding anything stated to the contrary in this Agreement, the foregoing release shall not
extend to (and shall expressly exclude): (i) claims arising from Seller’s intentional fraud or willful
misconduct; or (ii) claims for breach of Seller’s express representations, warranties, covenants, or
indemnities under the Agreement or any document delivered at Closing, but solely to the extent so
provided for under such Agreement or document delivered at Closing.
This Release is made by Buyer for the benefit of Seller and the Releasees on ___________.
WONDERFUL ORCHARDS LLC,
a Delaware limited liability company
By:
Name:
Its:
WP PISTACHIOS LLC,
a Delaware limited liability company
By:
Name:
Its:
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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 WONDERFUL ORCHARDS LLC, a Delaware limited
liability company (“Grantee”), the following described real property and improvements thereon, in the
County of Kern, State of California, and more particularly described as follows:
See Exhibit A, attached hereto and incorporated by reference.
Together with all of Grantor’s right, title and interest in and to the improvements and structures thereon,
and all privileges, easements, appurtenances, rights-of way, and hereditaments appertaining to the same,
and subject to all matters of record and all matters that would be reflected on an accurate survey at the time
of recordation of this deed.
THE PROPERTY IS CONVEYED TO GRANTEE WITHOUT ANY COVENANTS OR WARRANTIES,
EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THE SALE ORDER, AND SPECIFICALLY
EXCLUDES THOSE IMPLIED COVENANTS DESCRIBED IN CALIFORNIA CIVIL CODE SECTION
1113.
MAIL TAX STATEMENTS AS SET FORTH ABOVE
Dated: ________________, 202_ 	____________________________
LANCE MILLER, solely in his capacity as Court-appointed Receiver
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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 Wonderful
Orchards LLC, a Delaware limited liability company (“Buyer”), all of Seller’s rights, title,
interests in and to the Improvements, Crops (for the 2026 crop year and following), Oil Gas and
Mineral Rights, and Water Rights (in so far as any of the foregoing are personal property) (the
“Personal Property”), as such terms are defined in that certain Purchase and Sale Agreement and
Joint Escrow Instructions dated _________________________ by and between Buyer and Seller
(the “Purchase Agreement”), for the real property situated in Kern County, California as more
particularly described in Exhibit A attached hereto and incorporated herein by reference. 	The
Personal Property is conveyed free and clear of all liens and encumbrances, except for the
Permitted Exceptions (as defined in the Agreement).
IT IS UNDERSTOOD AND AGREED THAT BUYER HAS EXAMINED THE PERSONAL
PROPERTY HEREIN SOLD AND THAT THIS SALE IS MADE “AS IS, WHERE IS” AND
FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES TO THE EXTENT
PROVIDED IN THE SALE ORDER.SELLER DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY AS TO THE PERSONAL PROPERTY, INCLUDING WITHOUT LIMITATION
THE 	IMPLIED 	WARRANTIES 	OF 	MERCHANTABILITY 	OR 	FITNESS 	FOR 	A
PARTICULAR PURPOSE.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed and delivered as of
______________________, 202__
SELLER
______________________
LANCE MILLER, solely in his capacity as
Court-appointed Receiver
[attach legal description exhibit]
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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 Wonderful Orchards LLC, a Delaware limited liability company (“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. Assignor represents and warrants solely to the extent authorized
under the Sale Order, and to Assignor’s knowledge, that the Contracts are in effect and have not
been previously assigned, and that, to Assignor’s knowledge, no counterparty has asserted any
material default thereunder. 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. This indemnity
shall not apply to any claims arising from Assignor’s willful misconduct or material breach of
representations specifically authorized by the Sale Order.
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).
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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 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. 	Assignor shall use commercially
reasonable efforts, consistent with its authority as receiver, to assist in obtaining such consents
6. 	In the event of any action between the parties hereto regarding this Assignment which a
court of competent jurisdiction determines was frivolous or brought in bad faith by the
unsuccessful party, 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
Assignment, it will make a good faith attempt to meet with the other Party first and attempt to
resolve the dispute.
7. 	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
WONDERFUL ORCHARDS LLC,
a Delaware limited liability company
By:
Name:
Its:
[attach legal description exhibit, contract list exhibit, and counterparty consents (if any)]
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EXHIBIT H
WESTLANDS PPA

(attached)

71

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WP PISTACHIOS LLC
PISTACHIO PURCHASE AGREEMENT
(BONUS INCENTIVE PROGRAM)
Lance Miller, solely in his capacity as Court-appointed receiver (“Grower”) 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
(“Action”) pending in the U.S. District Court for the Eastern District of California (the “Court") and WP Pistachios LLC, a
Delaware limited liability company ("Buyer"), hereby agree as follows:
1. 	Each year during the Term of this Agreement, Grower shall sell to Buyer at least 100% (the “Required
Percentage”) of the 10,011.79 acres of pistachios to be produced on Grower's pistachio orchards indicated in Exhibit A,
located in Fresno County, California (the "Property").
Legal Description or A.P.N. Numbers: See Exhibit A
2. 	This Agreement shall be for a term of two (2) crop years consisting of the crops to be harvested in the
Fall of 2026 and 2027 (the “Term”).
3. 	Buyer agrees to pay to Grower an amount equal to Buyer’s final minimum price per pound for
marketable, edible, dry weight, split inshell pistachios (“Split Inshell”) and edible kernels from closed shell pistachios and
shelling stock, plus the bonuses set forth in Section 5, Section 6, Section 7, Section 8, and Section 9 below, if applicable.
Following delivery of the crop, in any year, all payments will be made pursuant to the schedule set forth below; provided
the schedule may be adjusted by mutual agreement with interest being paid at prime minus ¾% for deferred payment
requests or charged at prime per year for advanced payment requests:
October 31 	30%; 	January 31st 	30%; 	April 30 	30%; 	August 31 	10%
4. 	MINIMUM PRICE: The minimum prices per pound to be paid by Buyer to Grower for each of (i) Split
Inshell (the “Split Inshell Minimum Price”) and (ii) edible kernels from closed shell pistachios and shelling stock, for each
crop delivered by Grower to Buyer during the Term shall be announced by Buyer on or before July 31 of each crop year.
The Split Inshell Minimum Price shall be adjusted by the bonuses set forth herein.
5. 	COMMITMENT BONUS: In any crop year during the Term hereof, if Grower actually delivers to Buyer
(a) 80% or more of the pistachios grown on the Property, the Split Inshell Minimum Price for that crop year shall be
increased by $0.02 per pound; or (b) 50% to 79% of the pistachios grown on the Property, the Split Inshell Minimum Price
for that year shall be increased by $0.01 per pound. There will be no adjustment under this Section 5 to the Split Inshell
Minimum Price in any crop year during the Term hereof that Grower delivers to Buyer 49% or less of the pistachios grown
on the Property.
6. 	CONTRACT BONUS: In consideration of Grower entering into this Pistachio Purchase Agreement, in
addition to the commitment bonus described in Section 5, in any crop year during the Term hereof that Grower actually
delivers to Buyer 50% or more of the pistachios grown on the Property, the Split Inshell Minimum Price for that year shall
be increased by $0.01 per pound.
7. 	QUANTITY BONUS: Each crop year during the Term hereof, Buyer shall pay to Grower from the
Property as follows: $0.04 per Split Inshell pound.
8. 	HANDLING BONUS: In consideration of Grower entering into this Agreement, for each year of the Term
of this Agreement, Buyer shall add $0.03 to the Split Inshell Minimum Price for the applicable year.
9. 	INTENTIONALLY DELETED..
10. 	The “Additional Terms and Conditions” attached hereto as paragraphs 11 through 20 inclusive are
expressly made a part of this Agreement.
ACCEPTED AND AGREED:
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“GROWER”: Lance Miller, solely in his capacity as
Court-appointed receiver
“BUYER”: WP PISTACHIOS LLC, a Delaware
limited liability company
By: ________________________________ 	By:
Andrew Anzaldo, Senior Vice President of Grower
Relations
13646 Highway 33, Lost Hills, CA 93249-9719
PH: (661) 797-6740, FAX: (661) 797-6744
Date: ______________________________ 	Date:
Address:
Office Phone:
Fax Number:
Cell Phone:
Email:
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ADDITIONAL
TERMS AND CONDITIONS
11. 	Unless Grower arranges for transportation of the pistachios from Grower’s orchards to the Buyer's
affiliated processing facility ("Processing Facility"), Buyer shall arrange for such transportation. 	In the event Buyer
arranges for transportation of the pistachios from Grower’s orchards to Processing Facility, Buyer will deduct from
Grower’s second payment (as set forth in Section 3), the actual and incidental charges, as specified on the transportation
charge sheet, for transportation of pistachios to Processing Facility. In the event Buyer provides bins to Grower, Buyer
will deduct the actual charges for transportation of bins to and from Processing Facility/and or a third party facility, as
applicable, in addition to any third party charges incurred by Buyer that are associated with bin rentals.
12. 	Title and risk of loss or damage to the pistachios will pass from Grower to Buyer when the pistachios
have either been (a) loaded onto trucks arranged for by Buyer for transportation to the Processing Facility, or (b) delivered
to the Processing Facility by Grower's trucks.
13. 	Buyer reserves the right to not accept pistachios that exceed the Required Percentage listed in Section
1 on either a daily delivery or overall commitment basis.
14. 	Promptly upon arrival at the Processing Facility, Buyer shall have each delivery weighed at a certified
scale by a Licensed weigh master. Grower or his representative may observe the arrival, unloading, sampling and testing
of his pistachios. A representative sample will be taken from each load. This sample will be hulled, dried and weighed.
A portion of the sample will be fumigated, sealed in a container, and properly stored to prevent deterioration. 	The
remaining portion of the sample will be analyzed under the supervision of a USDA or Dried Fruit Association (DFA)
inspector to determine the percentage of pistachios in various categories as reported on the standard pistachio industry
sample analysis form. These percentages will be applied to the total weight in the load sampled after deducting for foreign
material, culls, insect damage, excess moisture, and other defects, to determine the pay-out weight. Final results will be
certified by USDA or DFA. Buyer shall notify Grower of the results of such sample analyses within five (5) days of delivery.
Within fourteen (14) days of Buyer's receipt of Grower’s delivery date, Grower shall have the right to request a retest.
The retest results will be used to determine the payout weight and grades. Buyer will deduct $250 per retest for those
requests that exceed 3% of total weight delivered.
15. 	Grower, solely in his capacity as Court-appointed receiver, represents and warrants that (a) Grower is
authorized to enter into this Agreement; (b) Grower is the sole owner of the pistachios to be delivered to Buyer, or
otherwise has full legal and equitable right to deliver the pistachios to Buyer, pursuant to the terms of this Agreement; (c)
Grower will deliver to Buyer good and merchantable title to all pistachios delivered pursuant to the terms of this Agreement,
free and clear of any and all liens and encumbrances, except for Grower’s statutory liens; (d) Grower’s performance of its
obligations to Buyer will not violate any agreement between Grower and any third party or to which Grower is bound; (e)
the pistachios: (i) were grown by Grower, (ii) were grown and harvested in compliance with, and the delivery thereof to
Buyer shall comply with, all federal, state, and local laws and regulations including, but not limited to, laws governing
terrorism, bioterrorism, homeland security, or the application of pesticides, herbicides, and other chemicals, all as adopted
or amended from time-to-time; (iii) are and will not be adulterated, contaminated or misbranded within the meaning of the
Federal Food, Drug, and Cosmetic Act, as adopted or amended from time-to-time, and are not and will not constitute an
article which may not, under the provision of Section 404 or 505 of the Federal Food, Drug, and Cosmetic Act, be
introduced into interstate commerce; (iv) are otherwise of good marketable quality; and (v) are and will be free and clear
of any and all security interests, liens, encumbrances, and charges of any person, other than Grower’s statutory liens. If
any pistachios delivered to Buyer fail to meet the standards set forth above in this Section 15, (x) Processing Facility,
upon its discovery thereof, shall promptly notify Grower, (y) title to such pistachios shall not pass to Buyer or will
automatically revert back to Grower if title has already passed to Buyer, and (z) Processing Facility shall hold such
pistachios on Grower's behalf, subject to Grower's orders; and (f) Grower has the sole right to receive any and all proceeds
due under this Agreement If requested by Buyer, Grower shall provide Buyer with: (i) access to all documents and other
information relating to the growing, production, and harvesting of all pistachios to be delivered by Grower to Buyer
pursuant to the terms of this Agreement, including, but not limited to, all documents and other information relating to the
application of pesticides, herbicides, and other chemicals to such pistachios, and (ii) access to all real property where
such pistachios are or were produced for purposes of inspecting and testing any unharvested pistachios, trees, vines,
soil, water, or other items, or to observe the Grower’s, and its agents’ and employees’, practices and procedures.
16. 	Notwithstanding anything to the contrary in this Agreement or any ancillary documents, Buyer
acknowledges and expressly agrees that Grower is entering into this agreement solely in his capacity as Court-appointed
receiver and shall have no personal liability for any claims arising under or related to this Agreement.
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17. 	Buyer acknowledges that Grower holds a valid producer’s lien pursuant to California Food and
Agricultural Code Sections 55631, et seq., and that nothing in this Agreement or any ancillary agreement waives or
subordinates such lien.
18. 	GROWER EXPRESSLY WAIVES ANY RIGHTS THAT IT MAY HAVE UNDER SECTIONS 62801 AND
62802 OF THE FOOD AND AGRICULTURE CODE OF THE STATE OF CALIFORNIA TO HAVE THIS CONTRACT
STATE THE FULL PURCHASE PRICE AND A DEFINITE SUM OR TO DESCRIBE THE UNIT AND STATE THE FULL
UNIT PRICE IS TO BE PAID UPON THE BASIS OF UNITS OR MEASURES. GROWER EXPRESSLY WAIVES THE
PENALTY PROVISIONS OF SECTION 62802 OF THE FOOD AND AGRICULTURAL CODE OF THE STATE OF
CALIFORNIA FOR ANY FAILURE ON THE PART OF BUYER TO COMPLY WITH THE PROVISIONS OF SECTION
62801 	OF 	SAID 	CODE. 	GROWER 	UNDERSTANDS 	AND 	ACKNOWLEDGES 	THE 	SIGNIFICANCE 	AND
CONSEQUENCES OF THE SPECIFIC WAIVER OF SECTION 62801 AND 62802 OF THE CALIFORNIA FOOD AND
AGRICULTURAL CODE.
19. 	Buyer and Grower shall not be obligated to perform under this Agreement, nor shall Buyer or Grower be
liable for damages, in the event of interference with Buyer's or Grower's duties which is the result of labor disturbances,
fire, acts of God, war, embargo, unusual weather conditions, unusual market disruptions, or any cause beyond the control
of Buyer or Grower.
20. 	This Agreement supersedes all oral and written agreements and understandings between the parties
hereto relating to the subject matter of this Agreement, other than with respect to those Post-Closing Payments described
in that certain Purchase and Sale Agreement and Joint Escrow Instructions dated ____________, by and between
Grower, Buyer and WONDERFUL NUT ORCHARDS LLC, a Delaware limited liability company.. Any modification or
amendment to this Agreement shall be of no force or effect unless made in writing and signed by Buyer. Any exhibits to
this Agreement are attached hereto and incorporated herein by reference. This Agreement shall be governed and
interpreted by the laws of the State of California, and so long as the Action is pending, 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 an
appropriate state or federal court of competent jurisdiction. 	Should a court of competent jurisdiction declare any portion
of this Agreement invalid, the remaining portions shall be enforceable, unless the invalid portion goes to the essence of
the bargained for consideration hereunder. This Agreement may be executed in one or more counterparts, each of which
shall be an original and all of which together shall constitute one and the same agreement. No waiver of any breach of
any term or provision of this Agreement shall be construed as a waiver of or another breach of the same or another term
or provision of this Agreement. This Agreement and all rights and duties hereunder may not be transferred, assigned or
delegated without the express consent of the other party, except that (i) Buyer may do so to any affiliate, and (ii) Grower
may assign, or partially assign, this Agreement to any successor owner(s) of the Property so long as any such successor
owner(s) assumes, in writing, all of the rights and obligations of the Grower under this Agreement in any such assignment
or partial assignment. This Agreement shall be binding upon, and inure to the benefit of, the heirs, successors, and
assigns of the parties hereto, including, in the case of Grower, any successors in interest to the Property. 	All
communications, notices and demands of any kind which either party may be required or desire to give to or serve upon
the other party shall be made in writing and sent by facsimile transmission, overnight delivery, first-class mail or certified
mail, postage prepaid, to the addresses set forth in the signature block of this Agreement..
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EXHIBIT A
Westlands Pistachio Ranches
Ranch Name 	APN Number 	Year Planted 	Assessor Acres
Primestar 	017-080-46s 	2012 	41.45
Primestar 	017-080-72s 	2012 	249.87
Windfall 	027-180-46s 	2013 	160.00
Kamm Avenue 	038-071-41S 	2011 	15.64
Kamm Avenue 	038-071-42S 	2011 	57.00
Kamm Avenue 	038-071-43S 	2009 	35.23
Kamm Avenue 	038-071-44S 	2009 	41.05
Kamm Avenue 	038-071-46S 	2009 	135.78
Kamm Avenue 	038-071-59 	2009 	2.19
Kamm Avenue 	038-130-02 	1996 	160.00
Kamm Avenue 	038-130-19S 	2009 	160.00
Kamm Avenue 	038-130-19S 	2009 	160.00
Kamm Avenue 	038-130-51s 	2009 	78.46
Kamm Avenue 	038-130-56S 	2009 	78.45
Kamm Avenue 	038-130-58S 	2009 	78.46
Kamm Avenue 	038-130-86s 	2009 	19.91
Kamm Avenue 	038-130-87s 	2009 	18.54
Kamm Avenue 	038-141-26 	2011 	20.00
Kamm Avenue 	038-141-27S 	2011 	20.00
Kamm Avenue 	038-141-28S 	2011 	20.00
Kamm Avenue 	038-141-29 	2011 	60.00
Kamm Avenue 	038-141-30 	2011 	40.00
Kamm Avenue 	038-141-31 	2011 	55.86
Kamm Avenue 	038-141-38S 	2012 	31.44
Kamm Avenue 	038-141-41S 	2012 	158.18
Kamm Avenue 	038-141-44S 	2012 	140.29
Kamm Avenue 	038-141-49S 	2012 	158.18
Kamm Avenue 	038-141-50S 	2011 	158.18
Kamm Avenue 	038-141-52 	2009 	40.00
Kamm Avenue 	038-141-53 	2009 	120.00
Kamm Avenue 	038-141-54S 	2009 	38.10
Kamm Avenue 	038-141-55S 	2009 	155.00
Kamm Avenue 	038-141-55S 	2009 	45.00
Kamm Avenue 	038-141-56S 	2009 	77.88
Kamm Avenue 	038-141-58S 	2011 	100.00
Kamm Avenue 	038-141-60s 	1999 	73.49
Kamm Avenue 	038-141-63S 	2012 	53.55
Kamm Avenue 	038-210-01 	2010 	160.00
Kamm Avenue 	038-210-02S 	2010 	160.00
Kamm Avenue 	038-210-03S 	2008 	160.00
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

{3544865.2}
6
Westlands Pistachio Ranches
Ranch Name 	APN Number 	Year Planted 	Assessor Acres
Kamm Avenue 	038-210-06 	2000 	40.00
Kamm Avenue 	038-210-08 	2005 	80.00
Kamm Avenue 	038-210-09 	2005 	80.00
Kamm Avenue 	038-210-10S 	2000 	160.00
Kamm Avenue 	038-210-14S 	2001 	80.00
Kamm Avenue 	038-210-15S 	2001 	80.00
Kamm Avenue 	038-210-26 	2000 	25.00
Kamm Avenue 	038-210-27S 	2000 	25.00
Kamm Avenue 	038-210-30S 	2010 	160.00
Kamm Avenue 	038-210-37S 	2008 	80.00
Kamm Avenue 	038-210-38S 	2008 	160.00
Kamm Avenue 	038-210-39S 	2008 	40.00
Kamm Avenue 	038-210-41S 	2008 	20.00
Kamm Avenue 	038-210-42S 	2010 	160.00
Kamm Avenue 	038-210-43 	2000 	40.00
Kamm Avenue 	038-210-44S 	2000 	40.00
Kamm Avenue 	038-210-44S 	2000 	80.00
Kamm Avenue 	038-210-47S 	2000 	120.00
Kamm Avenue 	038-210-54S 	2000 	80.00
Kamm Avenue 	038-210-63S 	2001 	157.29
Kamm Avenue 	038-210-68S 	1999 	69.99
Kamm Avenue 	038-210-69S 	1999 	80.00
Kamm Avenue 	038-210-70S 	1999 	80.00
Kamm Avenue 	038-210-71S 	2000 	40.00
Kamm Avenue 	038-210-74S 	2000 	160.00
Kamm Avenue 	038-210-76S 	2001 	130.99
Kamm Avenue 	038-210-77S 	1999 	10.00
Kamm Avenue 	038-210-78S 	1999 	70.00
Kamm Avenue 	038-210-79S 	1999 	62.21
Kamm Avenue 	038-210-80S 	1999 	96.00
Kamm Avenue 	038-210-80S 	1999 	88.61
Kamm Avenue 	038-270-01 	1999 	20.00
Kamm Avenue 	038-300-18S 	2021 	77.88
Kamm Avenue 	038-300-27S 	2021 	77.88
Lassen Ranch 	068-071-06S 	2017 	152.22
Lassen Ranch 	068-071-07S 	2017 	162.15
Lassen Ranch 	068-071-09S 	2021 	160.00
Lassen Ranch 	068-071-36S 	2021 	158.50
Lassen Ranch 	068-071-38S 	2021 	157.00
Lassen Ranch 	068-071-39S 	2017 	130.56
Lassen Ranch 	068-071-41S 	2019 	85.56
Lassen Ranch 	068-071-42S 	2019 	13.55
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

{3544865.2}
7
Westlands Pistachio Ranches
Ranch Name 	APN Number 	Year Planted 	Assessor Acres
Huron 	075-050-07 	2019 	159.60
Huron 	075-050-08S 	2015 	160.00
Huron 	075-070-43S 	2017 	40.00
Huron 	075-070-56S 	2017 	154.18
Huron 	075-070-56S 	2017 	118.69
Huron 	075-070-56S 	2017 	158.69
Huron 	078-060-02S 	2015 	47.62
Huron 	078-060-03S 	2017 	173.68
Huron 	078-060-57S 	2018 	158.69
Huron 	078-060-57S 	2018 	158.69
Huron 	078-060-57S 	2018 	158.69
Huron 	078-060-57S 	2018 	153.70
Huron 	078-060-65S 	2015 	127.60
Huron 	078-060-87S 	2017 	86.59
Huron 	078-060-88S 	2017 	85.53
Huron 	078-130-06S 	2015 	130.00
Huron 	078-130-07S 	2015 	178.49
Huron 	078-130-07S 	2015 	37.00
Huron 	078-130-11S 	2019 	160.00
Huron 	078-130-23S 	2015 	80.00
Huron 	078-140-02S 	2019 	37.98
Huron 	078-140-04S 	2019 	40.00
Huron 	078-140-05 	2019 	40.00
Huron 	078-140-06S 	2019 	19.40
Huron 	078-140-07S 	2019 	19.40
Total 	10,011.79
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

{3544865.2}
8
EXHIBIT A (Cont’d)
Legal Description or A.P.N. Numbers
Ranch 	Field 	Acres 	County 	Variety 	Rootstock 	Bearing Year Planted 	APN
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Yes/No
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

{3544865.2}
9
Harvest Information Sheet
Farm Manager (Name): _______________________
FM Company Name: _____________________________
Address: ___________________________________
Phone: _____________________________________
Email: ______________________________________
Please include a map of the orchard/s related to this contract.
For office purposes only:
Affiliation : 	________________________
Region : 	________________________
Est. Yield Per Acre: 	________________________
Harvester: 	________________________
Harvester Type: 	BIN / BULK
Delivery Type: 	BIN / BULK
Preferred Carrier: 	DEL / EXT / JPT / MAZ / SJS / VFT / MGM / MR / PREM / ZFT / OWN
Mileage: 	________________________
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

Field Representative:

{3544865.2}

10

Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

om W-9

Request for Taxpayer Give Form the
stan i i . . requester.
Oe perimen ofthe treanary Identification Number and Certification sand to the IRS.
intemal Revenue Serice
Name (35 Shown on your Income tax return)
el Business name'disregarded entity name, if different from abowe
oh
= Check appropriate box for federal tax classification: Exemptions (see instructions):
©) CJ indwiquavsol propetetor = [] Cc Corporation §=[] SComoraton = ([] Parinersnip [(] Trustvestate
as Exempt payee code (it any)
33 CO united nanutty company. Enter the tax classification (C=C corporation, S-S corporation, P=partnership} Exemption trom FATCA reporting
#8 code ff any)
ay (1 other see instructions)
§ | Address (number, street, and apt. or suite no.) REquEsie®s name and address (optional)
&
e City, State, and ZIP code
oF
List account number(s} here (optional)

Taxpayer Identification Number (TIN)

Enter your TIM in the appropriate box. The TIN provided must match the name given on the “Name” line
to avoid backup withholding. For individuals, this is your social security number (SSN). However, fora

resident alien, sole proprietor, or disregarded entity, see the Part | instructions on page 3. For other = =
entities, it is your employer identification number (EIN). If you do not have a number, see How to get 2

TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose

numiber to enter.

Ge) Certification

Under penalties of perjury, | certify that:

1. The number shown on this form is my comect taxpayer identification number (or |. am waiting for a number to be issued to mej, and

2. lam not subject to backup withholding because: (a) | am exempt from backup withholding, or (b) | have not been notified by the Intemal Revenue
Service (IRS) that | am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that | am

no longer subject to backup withholding, and
3. lama U.S. citizen or other U.S. person (defined below), and

4. The FATCA code(s) entered on this fonm (if any) indicating that | am exempt from FATGCA reporting is comect.

(Certitcation instrectons. You must crocs out item 2 above if you have been notified by the IFS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax retum. For real estate transactions, item 2 does. not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IFA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your comect TIM. See the

instructions on page 3.

Sign Signature of
Here U.S. person

Date

General Instructions

Section references. are to the intemal Revenue Code unless otherwise nied.

Future The IRS has created a page on IRS.gov tor information
about Form W-8, at ware. . Information about any Tuture developments
affecting Form W-9 jsuch 3s legislation enacted after we release If) will be posted
‘on that page.

Purpose of Form

JA person wito ls required to file an infommeation retumi with the IAS must obtain your
(pomect taapayer bdentification number (TN) to report, for example, Income pald to
you, payments made to you In settiament of payment card and third party network
taneactions, real estaba transactions, mortgage Interest you pad, acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA
(Use Form W-9 only Hf you are a U.S. person (including a resident alien}, fo
provide your comect TIN to the person requesting It (the requester) and, when
applicable, tn:
1. Certty that the TIM you are giving Is correct for you are walting Tora number
‘to be sued),
2. Centty that you are mot subject to backup withinoiding, or
3. Claim exemption from backup withhoiding it you are a ULS. exempt payes. it
applicable, you are ako that.as 2 ULS. person, your allocable share of
any partnership income from @ US. trade or business Is not subject to the

withholding tax on foreign partners’ share of affectively connected Income, and
4. Certify that FATICA code(s} entered on this form (if any} indicating that you are

‘exempt from the FATGCA reporting, Is comect.

Note. If you are a US. person and a requester you a form other than Form

gives
W-9 to request your TIN, you must use the requester's form If It Is substantially
‘Similar to this Form W-8.

Definition of a U.S. person. For federal tax purposes, you are considered a US.

Person if you are:
An Individual who Is a US. citizen or US. resident allen,
« A partnership, corporation, , OF association created or organized in the

company.
United States or under the laws of the United States,
«An estate (other than a foreign estate), or
* Adomestic trust (a5 defined in Regulations section 301.7701-7).

Special rules tor partnerships. Partnerships that conduct a trade or business in
the United States are generally required to pay a withholding tax under section
1446 on any foreign partners’ share of effectively connected tarable income trom
such business. Furtier, in certain cases where a For W-8 has not been receatved,
the mules under section 1446 require a parinership to presume that a parner bs a
foreign person, and pay the section 1446 withholding tax. Therefora, if you are a
LLS. person that ls 4 partner ina conducting a trade or business In the
United States, provide Form W-8 to the partnership to eetaiMish your U.S. status
nd avold section 7446 withholding on your share of partnership income.

Cat No. 10257

Form W-9 jpay. 6-2073)

{3544865.2}

Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

Wonderful
PISTACHIOS

Grower ACH Payment Form

Request Date:

Vendor #:

Payee Name:

Beneficiary Name on Account:

Bank Name:

Routing Number:

Account Number:

Remittance e-mail:

Grower Authorization

Signature:

Print Name:

Fax to (661) 797 - 6744 or Email to GRacct.wpa@wonderful.com

12

{3544865.2}

72
EXHIBIT I
PPA MEMO
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
WP Pistachios LLC
11444 W. Olympic Blvd., 10th Floor
Los Angeles, California 90064
Attention: General Counsel
SPACE ABOVE THIS LINE FOR RECORDER’S USE
MEMORANDUM OF PISTACHIO PURCHASE AGREEMENT – FRESNO COUNTY
(Westlands Pistachio Crop)
THIS MEMORANDUM OF PISTACHIO PURCHASE AGREEMENT – FRESNO
COUNTY (Westlands Pistachio Crop) (“Memorandum”), dated as of ___________, 2025, is
executed by and between Lance Miller, solely in his capacity as Court-appointed receiver 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, a ("Grower") and WP Pistachios LLC, a Delaware limited
liability company ("Buyer").
1. 	Pistachio Purchase Agreement. 	Grower and Buyer have entered into that certain
Pistachio Purchase Agreement (Bonus Incentive Program) (the “Pistachio Purchase Agreement”)
with respect to that certain real property located in Fresno County, State of California, as more
particularly described on Exhibit A attached hereto (the “Property”). 	Pursuant to the Pistachio
Purchase Agreement, Grower granted to Buyer the exclusive rights to purchase 100% of the
pistachios harvested from the Property for a term of two (2) crop years consisting of the crops to
be harvested in the Fall of 2026 and 2027, on the terms and conditions of the Pistachio Purchase
Agreement unless earlier terminated pursuant to the terms of the Pistachio Purchase Agreement.
2. 	Covenant Running with the Land. 	The Pistachio Purchase Agreement, and the
covenants and agreements contained therein, expressly “run with the land” while the Pistachio
Purchase Agreement is in force and effect. 	On the termination or expiration of the Pistachio
Purchase Agreement, Buyer shall immediately execute, acknowledge and record a termination
instrument sufficient to terminate and remove this Memorandum as a matter of record affecting
the Property, in form and content designated by Grower (or the then owner of the Property).
3. 	Binding on Successive Owners. The obligations set forth in the Pistachio Purchase
Agreement shall be binding on successive owners of the Property and on the successors and assigns
of Buyer.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

73
4. 	Incorporation of Agreement. This Memorandum is for informational purposes only
and nothing contained herein shall be deemed to in any way modify or otherwise affect any of the
provisions of the Pistachio Purchase Agreement which are hereby incorporated herein. 	This
Memorandum is subject to all of the provisions of the Pistachio Purchase Agreement and in the
event of any inconsistency between the provisions of the Pistachio Purchase Agreement on the one
hand and this Memorandum on the other hand, the provisions of the Pistachio Purchase Agreement
shall prevail. 	The Pistachio Purchase Agreement should be referenced to review the specific
provisions contained therein.
5. 	Counterparts. This Memorandum may be executed in any number of counterparts,
each of which shall constitute an original and all of which shall constitute but one and the same
document.
[Remainder of Page Intentionally Left Blank – Signature Page Follows]
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

{3545963.1}
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the
date first set forth above.
GROWER:
Lance 	Miller, 	solely 	in 	his 	capacity 	as
Court-appointed receiver
BUYER:
WP 	PISTACHIOS 	LLC,
a 	Delaware 	limited 	liability 	company
By:
Name:
Title:
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-2-
STATE OF CALIFORNIA 	)
) ss.
COUNTY OF 	)
On __________________, 2025, before me, __________________________, Notary Public,
personally appeared ________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and 	acknowledged 	to 	me that 	he/she/they 	executed 	the 	same in 	his/her/their 	authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________
Notary Public 	(Seal)
A Notary Public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-3-
STATE OF CALIFORNIA 	)
) ss.
COUNTY OF 	)
On __________________, 2025, before me, __________________________, Notary Public,
personally appeared ________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and 	acknowledged 	to 	me that 	he/she/they 	executed 	the 	same in 	his/her/their 	authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________
Notary Public 	(Seal)
A Notary Public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-4-
EXHIBIT A
Legal Description of the Property
(Fresno County)
Map Location 	APN Number 	Crop 	Assessor Acres
Huron 	075-050-07 	Pistachios 	159.60
Huron 	075-050-08S 	Pistachios 	160.00
Huron 	075-070-43S 	Pistachios 	40.00
Huron 	075-070-56S 	Pistachios 	431.56
Huron 	078-060-02S 	Pistachios 	47.62
Huron 	078-060-03S 	Pistachios 	173.68
Huron 	078-060-57S 	Pistachios 	629.77
Huron 	078-060-65S 	Pistachios 	127.60
Huron 	078-060-87S 	Pistachios 	86.59
Huron 	078-060-88S 	Pistachios 	85.53
Huron 	078-130-06S 	Pistachios 	130.00
Huron 	078-130-07S 	Pistachios 	215.49
Huron 	078-130-11S 	Pistachios 	160.00
Huron 	078-130-23S 	Pistachios 	80.00
Huron 	078-140-02S 	Pistachios 	37.98
Huron 	078-140-04S 	Pistachios 	40.00
Huron 	078-140-05 	Pistachios 	40.00
Huron 	078-140-06S 	Pistachios 	19.40
Huron 	078-140-07S 	Pistachios 	19.40
Kamm Avenue 	038-071-41S 	Pistachios 	15.64
Kamm Avenue 	038-071-42S 	Pistachios 	57.00
Kamm Avenue 	038-071-43S 	Pistachios 	35.23
Kamm Avenue 	038-071-44S 	Pistachios 	41.05
Kamm Avenue 	038-071-46S 	Pistachios 	135.78
Kamm Avenue 	038-071-59 	Pistachios 	2.19
Kamm Avenue 	038-130-02 	Pistachios 	160.00
Kamm Avenue 	038-130-19S 	Pistachios 	320.00
Kamm Avenue 	038-130-51s 	Pistachios 	78.46
Kamm Avenue 	038-130-56S 	Pistachios 	78.45
Kamm Avenue 	038-130-58S 	Pistachios 	78.46
Kamm Avenue 	038-130-86s 	Pistachios 	19.91
Kamm Avenue 	038-130-87s 	Pistachios 	18.54
Kamm Avenue 	038-141-26 	Pistachios 	20.00
Kamm Avenue 	038-141-27S 	Pistachios 	20.00
Kamm Avenue 	038-141-28S 	Pistachios 	20.00
Kamm Avenue 	038-141-29 	Pistachios 	60.00
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-5-
Map Location 	APN Number 	Crop 	Assessor Acres
Kamm Avenue 	038-141-30 	Pistachios 	40.00
Kamm Avenue 	038-141-31 	Pistachios 	55.86
Kamm Avenue 	038-141-38S 	Pistachios 	31.44
Kamm Avenue 	038-141-41S 	Pistachios 	158.18
Kamm Avenue 	038-141-44S 	Pistachios 	140.29
Kamm Avenue 	038-141-49S 	Pistachios 	158.18
Kamm Avenue 	038-141-50S 	Pistachios 	158.18
Kamm Avenue 	038-141-52 	Pistachios 	40.00
Kamm Avenue 	038-141-53 	Pistachios 	120.00
Kamm Avenue 	038-141-54S 	Pistachios 	38.10
Kamm Avenue 	038-141-55S 	Pistachios 	200.00
Kamm Avenue 	038-141-56S 	Pistachios 	77.88
Kamm Avenue 	038-141-58S 	Pistachios 	100.00
Kamm Avenue 	038-141-60s 	Pistachios 	73.49
Kamm Avenue 	038-141-63S 	Pistachios 	53.55
Kamm Avenue 	038-210-01 	Pistachios 	160.00
Kamm Avenue 	038-210-02S 	Pistachios 	160.00
Kamm Avenue 	038-210-03S 	Pistachios 	160.00
Kamm Avenue 	038-210-06 	Pistachios 	40.00
Kamm Avenue 	038-210-08 	Pistachios 	80.00
Kamm Avenue 	038-210-09 	Pistachios 	80.00
Kamm Avenue 	038-210-10S 	Pistachios 	160.00
Kamm Avenue 	038-210-14S 	Pistachios 	80.00
Kamm Avenue 	038-210-15S 	Pistachios 	80.00
Kamm Avenue 	038-210-26 	Pistachios 	25.00
Kamm Avenue 	038-210-27S 	Pistachios 	25.00
Kamm Avenue 	038-210-30S 	Pistachios 	160.00
Kamm Avenue 	038-210-37S 	Pistachios 	80.00
Kamm Avenue 	038-210-38S 	Pistachios 	160.00
Kamm Avenue 	038-210-39S 	Pistachios 	40.00
Kamm Avenue 	038-210-41S 	Pistachios 	20.00
Kamm Avenue 	038-210-42S 	Pistachios 	160.00
Kamm Avenue 	038-210-43 	Pistachios 	40.00
Kamm Avenue 	038-210-44S 	Pistachios 	120.00
Kamm Avenue 	038-210-47S 	Pistachios 	120.00
Kamm Avenue 	038-210-54S 	Pistachios 	80.00
Kamm Avenue 	038-210-63S 	Pistachios 	157.29
Kamm Avenue 	038-210-68S 	Pistachios 	69.99
Kamm Avenue 	038-210-69S 	Pistachios 	80.00
Kamm Avenue 	038-210-70S 	Pistachios 	80.00
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-6-
Map Location 	APN Number 	Crop 	Assessor Acres
Kamm Avenue 	038-210-71S 	Pistachios 	40.00
Kamm Avenue 	038-210-74S 	Pistachios 	160.00
Kamm Avenue 	038-210-76S 	Pistachios 	130.99
Kamm Avenue 	038-210-77S 	Pistachios 	10.00
Kamm Avenue 	038-210-78S 	Pistachios 	70.00
Kamm Avenue 	038-210-79S 	Pistachios 	62.21
Kamm Avenue 	038-210-80S 	Pistachios 	184.61
Kamm Avenue 	038-270-01 	Pistachios 	20.00
Kamm Avenue 	038-300-18S 	Pistachios 	77.88
Kamm Avenue 	038-300-27S 	Pistachios 	77.88
Lassen Ranch 	068-071-06S 	Pistachios 	152.22
Lassen Ranch 	068-071-07S 	Pistachios 	162.15
Lassen Ranch 	068-071-09S 	Pistachios 	160.00
Lassen Ranch 	068-071-36S 	Pistachios 	158.50
Lassen Ranch 	068-071-38S 	Pistachios 	157.00
Lassen Ranch 	068-071-39S 	Pistachios 	130.56
Lassen Ranch 	068-071-41S 	Pistachios 	85.56
Lassen Ranch 	068-071-42S 	Pistachios 	13.55
Primestar 	017-080-46s 	Pistachios 	41.45
Primestar 	017-080-72s 	Pistachios 	249.87
Windfall 	027-180-46s 	Pistachios 	160.00
Total 	10,011.79
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-7-
SCHEDULE 1.1(b)
Excluded Solar
All equipment parts and components related or pertaining to three solar photovoltaic system
totaling approximately 1422 KWs, described as follows, whether or not located on or connected
to electrical service to the Property:
1) 	955 kW system located on APN 069-350-07, Kern County, California and commonly
known as "Kimberlina Ranch."
2) 	273 kW system located on APN 069-320-05, Kern County, California and commonly
known as "Reservoir Ranch."
3) 	205 kW system located on APN 069-310-12, Kern County, California and commonly
known as "Mozingo Ranch,”
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-8-
SCHEDULE 1.1(g)
Contract Schedule
1. 	That certain Agricultural Lease dated April 1, 2020 by and between Maricopa Orchards,
LLC and Ranch 24, LLC, as amended by that certain First Amendment to Agricultural Lease dated
November 1, 2020, as further amended by that certain Second Amendment to Agricultural Lease
dated September 24, 2021, as further amended by that certain Third Amendment to Agricultural
Lease dated September 22, 2022, 	further amended by that certain Fourth Amendment to
Agricultural Lease dated November 20, 2023, to be further amended by that certain Fifth
Amendment to Agricultural Lease (in form and substance provided to Buyer) following the
execution of this Agreement.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-9-
SCHEDULE 5.2(i)
Specific Title Encumbrances
1. 	That certain Agricultural Lease dated April 1, 2020 by and between Maricopa Orchards,
LLC and Ranch 24, LLC, as amended by that certain First Amendment to Agricultural
Lease dated November 1, 2020, as further amended by that certain Second Amendment to
Agricultural Lease dated September 24, 2021, as further amended by that certain Third
Amendment to Agricultural Lease dated September 22, 2022, as further amended by that
certain Fourth Amendment to Agricultural Lease dated November 20, 2023, to be further
amended by that certain Fifth Amendment to Agricultural Lease (in form and substance
provided to Buyer) following the execution of this Agreement. (the “Ranch 24 Lease” and
the leasehold property described therein, the “Ranch 24 Premises”).
2. 	Residential rental of 10200 Magnolia Ave.
3. 	Residential rental of 25482 W. Lerdo Highway.
4. 	Residential rental of 25845 Kimberline Road.
5. 	Residential rental of 25949 Jackson St.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-10-
SCHEDULE 6.3(g)
Water Supply Agreements
1. 	Water Supply Agreement dated July 29, 2015 made by and between FNF FARMS, LLC, a California limited
liability company (as Water User therein), and 104 PISTACHIOS, LLC a California limited liability
company, et al (as Water Providers therein), recorded in (i) the Official Records of Fresno County, California
on September 11, 2024 as Document No. 2024-0082400, (ii) the Official Records of Kern County, California
on September 10, 2024 as Document No. 224109980, (iii) the Official Records of Kings County, California
on September 10, 2024 as Document No. 2412595, and (iv) the Official Records of Madera County,
California on September 11, 2024 as Document No. 2024019288.
2. 	Water Supply Agreement dated July 29, 2015 made by and between KAMM SOUTH, LLC, a California
limited liability company (as Water User therein), and 104 Pistachios, LLC a California limited liability
company, et al (as Water Providers therein), recorded in (i) the Official Records of Fresno County, California
on September 11, 2024 as Document No. 2024-0082763, (ii) the Official Records of Kern County, California
on September 10, 2024 as Document No. 224109979; (iii) the Official Records of Kings County, California
on September 10, 2024 as Document No. 2412594, and (iv) the Official Records of Madera County,
California on September 11, 2024 as Document No. 2024019295.
3. 	Water Supply Agreement dated September 28, 2025, made by and between MARICOPA ORCHARDS, LLC,
a California limited liability company, et al. (as Water User therein), and 104 Pistachios, LLC a California
limited liability company, et al. (as Water Providers therein), recorded in (i) the Official Records of Fresno
County, California on September 10, 2024 as Document No. 2024-0082325, (ii) the Official Records of Kern
County, California on September 13, 2024 as Document No. 224111300, (iii) the Official Records of Kings
County, California on September 10, 2024 as Document No. 2412596, and (iv) the Official Records of
Madera County, California on September 11, 2024 as Document No. 2024019287
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

-11-
SCHEDULE 6.3(h)
Rights of First Refusal
1. 	A right of first refusal in favor of Wegis Family Farms LLC, a California limited liability
company (“Wegis”), as described in that certain Right of First Refusal Agreement dated
January 23, 2020, by and between Wegis and Maricopa Orchards, LLC, a California
limited liability company, as evidenced by that certain Memorandum of Right of First
Refusal recorded in the Official Records of Kern County, California, on January 23, 2020,
as Document Number 220009643; and
2. 	A right of first refusal in favor of Wey Almond Farms, LLC, a California limited liability
company (“Wey”), as described in that certain Right of First Refusal Agreement dated
November 13, 2019, by and between Wey and Maricopa Orchards, LLC, a California
limited liability company, as evidenced by that certain Memorandum of Right of First
Refusal recorded in the Official Records of Kern County, California, on November 13,
2019, as Document Number 219151148.
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

SCHEDULE 7.1

Exceptions to Seller’s Representations

1. None.

-12-

-13-
SCHEDULE 10.1(c)
Permitted Exceptions to Title Policy
The following Schedule B exceptions listed on that certain Preliminary Report issued by Chicago
Title Company with a Title Number of FWKN-TO2500611-MW, Amendment A, dated effective
May 1, 2025:
1 – 8 inclusive;
9*;
10 – 91 inclusive;
93 – 186 inclusive;
189 – 197 inclusive;
198*;
199 - 225 inclusive;
226*;
228 - 259 inclusive;
260 (but subject to removal of notes regarding PG&E Easement);
261 - 267 inclusive;
268*
271 – 275 inclusive;
280 – 357 inclusive;
362 – 489 inclusive;
491- 526 inclusive;
531;
536 - 566 inclusive;
568 - 580 inclusive;
582 - 603 inclusive;
605 - 610 inclusive;
616;
657;
658 (but limited to named tenants on rent roll to be provided by Seller);
659- 662 inclusive;;
666; and
738
* Pending Title Insurer’s concurrence to remove
Docusign Envelope ID: 94370600-743B-45C3-8CA0-D1D1F730DB02

EXHIBIT B

Error! Unknown document property name.
PURCHASE AND SALE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) dated
November 3, 2025, to be effective on the date when all parties have executed it, 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) CORE FARMLAND FUND LLC, a Delaware limited liability
company (“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 located in Kern County, California, 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 Court entered in the Proceeding on October 6, 2025 as Docket Entry #308 (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”).

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 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 (the “Fixtures”),
including without limitation all roads, paved areas, implement covers, fences, gates, cattle guards,
and all improvements and infrastructure; all solar panels and all infrastructure related to solar
panels, including mounting systems, inverters, wiring, conduits, and related equipment (but
excluding all of the foregoing solar panels and infrastructure listed on Schedule 1.1(b)); 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 otherwise used or useful to or of benefit to the use and enjoyment
of the Land or that provides drainage, irrigation and/or water to the Land;
(c) 	All rights and interests, if any, in and to all rights, rights of way,
reversions, remainders, strips or gores, if any, between the Land and abutting properties, and any
land lying in or under the bed of any street, alley, road or right-of way, abutting or adjacent to the
Land, all covenants, conditions and restrictions, privileges, easements, servitudes, hereditaments,
and appurtenances appurtenant to the Land, or otherwise used or useful to or of benefit to the use
and enjoyment of the Land and/or providing any benefit with respect to access, ingress, egress,
irrigation water, domestic water, electricity, gas, telephone, sewer or other utility service to the
Land, whether or not of record (collectively, the “Appurtenant Rights”);
(d) 	Subject to the rights of Ranch 24, LLC in and to the crops growing
on the Ranch 24 Premises (as defined on Schedule 1.1(g)), all crops and farm products, whether
fructus naturales or fructus industriales (emblements), from and after the 2026 crop year (the
“Crops”);

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(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, water credits, water
entitlements, water expectancies, and banked water of any kind 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, 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, lease, transfer, or exchange of water
generated from irrigation wells or otherwise associated with the Land (but specifically excepting
any banked water rights held by POSO CREEK WATER COMPANY, LLC, a California limited
liability company (“Poso Creek”), whether or not any of the members for which such water is
held by Poso Creek are the fee owners of the Land) (collectively, “Water Rights”); and
(g) 	Any licenses or other agreements material to the Property and
operations thereon as listed on Schedule 1.1(g) that Buyer would like to have assigned to it at
Closing; provided that (i) such licenses or agreements are Receivership Property and 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 to the Property and operations thereon, but are 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
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER
DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION
OF THE PROPERTY; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION
1.2 SHALL RELIEVE SELLER FROM (I) OBLIGATIONS EXPRESSLY SET FORTH IN
THIS AGREEMENT OR ANY DOCUMENTS DELIVERED AT THE CLOSING PER
SECTION 10.2, AND (II) LIABILITY FOR SELLER’S INTENTIONAL FRAUD OR
WILLFUL MISCONDUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, BUYER IS NOT WAIVING ANY RIGHTS OR CLAIMS AGAINST THIRD
PARTIES (FOR THE AVOIDANCE OF DOUBT, “THIRD PARTIES” REFERENCED IN
THIS SECTION SHALL NOT INCLUDE SELLER OR LENDERS).
(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, 	EXCEPT 	TO 	THE 	LIMITED
EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT.
(c) 	EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN
THIS AGREEMENT 	OR ANY DOCUMENT DELIVERED BY SELLER AT CLOSING
PURSUANT 	TO 	SECTION 	10.2 	HEREIN 	(COLLECTIVELY, 	THE 	“EXPRESS
WARRANTIES”), SELLER MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS 	OR 	IMPLIED, 	CONCERNING 	ANY 	MATTERS 	INVOLVING 	THE
PROPERTY. 	WITHOUT 	LIMITING 	THE 	GENERALITY 	OF 	THE 	FOREGOING,
EXCEPT FOR THE EXPRESS WARRANTIES, SELLER HEREBY AFFIRMATIVELY
DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES
CONCERNING THE FOLLOWING MATTERS: (i) EXCEPT AS EXPRESSLY SET
FORTH IN THE EXPRESS WARRANTIES, 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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
AGRICULTURAL USES OR FOR THE CONDUCT OF ANY USES OR ACTIVITIES
THAT BUYER MAY CONTEMPLATE OR ELECT TO CONDUCT THEREON, OR THE
AVAILABILITY OF WATER OR WATER RIGHTS ON OR BENEFITTING THE
PROPERTY; 	(iv) 	THE 	PRESENCE 	OF 	ANY 	LATENT 	OR 	PATENT 	DEFECTS
AFFECTING 	THE 	PROPERTY 	INCLUDING 	BUT 	NOT 	LIMITED 	TO
IMPROVEMENTS, SOIL, GROUNDWATER AND SUBSURFACE GEOLOGY; AND (v)
THE QUALITY OF CONSTRUCTION AND MATERIALS INCORPORATED INTO
ANY IMPROVEMENTS LOCATED ON THE PROPERTY AND THE EXISTENCE,
QUALITY, NATURE, ADEQUACY, OR CONDITION OF ANY UTILITIES SERVING
THE PROPERTY.
(d) 	BUYER, FOR ITSELF AND ITS HEIRS, SUCCESSORS AND
ASSIGNS, AND ANYONE CLAIMING BY, THROUGH, OR UNDER BUYER, HEREBY
EXPRESSLY (i) WAIVES ANY CLAIM AND CAUSE OF ACTION WHICH RELATE,
REFER, PERTAIN TO, OR ARISE OUT OF ANY OF THE MATTERS DESCRIBED IN
THIS SECTION 1.2, AND ANY FAILURE BY SELLER TO DISCLOSE INFORMATION
TO BUYER CONCERNING THE PROPERTY (COLLECTIVELY, “SUCH CLAIMS”)
(REGARDLESS OF WHETHER SUCH CLAIMS ARE KNOWN OR DISCOVERABLE
AS OF THE EFFECTIVE DATE OR THE CLOSING DATE) AND (ii) RELEASES
SELLER FROM ANY AND ALL LIABILITY FROM ANY SUCH CLAIMS, EXCEPT
THAT BUYER DOES NOT WAIVE AND EXPRESSLY RESERVES (A) CLAIMS FOR
SELLER’S INTENTIONAL FRAUD OR WILLFUL MISCONDUCT, AND (B) CLAIMS
ARISING FROM SELLER’S FAILURE TO PERFORM OBLIGATIONS EXPRESSLY
SET FORTH IN THIS AGREEMENT OR THE DOCUMENTS DELIVERED AT THE
CLOSING 	PER 	SECTION 	10.2. 	NOTWITHSTANDING 	ANYTHING 	TO 	THE
CONTRARY 	HEREIN, 	BUYER 	IS 	NOT 	WAIVING 	ANY 	RIGHTS 	OR 	CLAIMS
AGAINST THIRD PARTIES (FOR THE AVOIDANCE OF DOUBT, “THIRD PARTIES”
REFERENCED IN THIS SECTION SHALL NOT INCLUDE SELLER OR LENDERS).
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 by Buyer solely to the extent such claims do not involve (i)
Seller’s intentional fraud or willful misconduct, (ii) Seller’s obligations expressly set forth in this
Agreement or any document delivered at the Closing per Section 10.2, or (iii) any claims arising
out of or related to personal injury, death or property damage caused by Seller:
“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.”

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
____________
Buyer’s Initials
1.3 	Release. At the Closing, as a condition of Seller’s obligation to convey the
Property to Buyer, Buyer shall deliver to Seller and The Prudential Insurance Company of America
(“Prudential”), PAR U Hartford Life & Annuity Comfort Trust (“PAR U”), and PGIM Real
Estate Finance, LLC (together with Prudential and PAR U, collectively, the “Lenders”) a release
(the “Release”) in the form and content set forth on Exhibit D.
1.4 	Not a Residential Purchase. Notwithstanding the existence of any residence
upon the Land, any such residence is incidental to the Property and the parties acknowledge,
understand, and agree that this Agreement is a commercial transaction and Buyer is not a
homebuyer purchasing a dwelling or residence. As a material inducement to Seller to sell the
Property, Buyer represents and warrants: (i) that it is purchasing the Property as a commercial
transaction; (ii) that the existence of any residence is not a material consideration of its desire to
purchase the Property; (iii) that nothing of value is being attributed to any such residence; and (iv)
that Buyer does not intend to occupy any such residence as Buyer’s primary 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 	No Assumption of Liabilities. Other than (i) the obligations of Seller that
arise after the Closing under the contracts, if any, assigned to Buyer pursuant to the Assignment
Agreement, or otherwise arising following the Closing solely relating to the Property, and (ii) the
obligations set forth in Section 32 herein, Buyer shall not assume, pay, perform, discharge or
otherwise be responsible for, any liabilities of Seller or the defendants in the Proceeding whether
or not arising out of or relating to the Property or any other business of Seller or such defendants
to the extent arising from events occurring or required to be performed prior to the Closing, all of
which liabilities shall remain the exclusive responsibility of Seller or such defendants, as
applicable. Seller shall not assume, pay, perform, discharge or otherwise be responsible for any
liabilities related to or arising from the Property arising after the Closing, except to the extent
arising solely out of the Express Warranties.
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, and subject to Section 6.4 herein, 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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
p.m., Pacific Time, on the date which is ten (10) days following the date on which the Sale
Order becomes final and non-appealable (the “Closing Date”) or such other date as agreed to
by the Parties in writing.
3.1 	Purchase Price. The Purchase Price of the Property (“Purchase Price”) is
Eighty Million, Five Hundred Thousand and 00/100ths Dollars ($80,500,000.00) United States
currency. The Purchase Price shall be paid to Seller in installments as follows:
(a) 	Independent Consideration. Notwithstanding any term or provision
of this Agreement, Buyer hereby delivers to Seller an amount equal to One Hundred and
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) 	Bid Deposit. 	Concurrently 	with 	Buyer’s 	execution 	of 	this
Agreement and pursuant to the Marketing Procedures Order, Buyer shall deposit into an interest-
bearing receiver account with Pivot Management Group LLC (the “Deposit Holder”) an amount
equal to Six Million Nine Hundred Forty-Five Thousand One Hundred Eighty-Eight Dollars
and 10/100ths ($6,945,188.10) (the “Bid Deposit”) in immediately available, good 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.
(c) 	Closing Payment. Seventy-Three Million Five Hundred Fifty
Four Thousand Eight Hundred Eleven and 90/100ths Dollars ($73,554,811.90) (the “Closing
Payment”) shall be deposited by Buyer into Escrow no later than one (1) business day prior to the
Closing and shall be released to Seller in cash, by cashier’s check or wire transfer of immediately
available funds, at the Close of Escrow.
4. 	LIQUIDATED DAMAGES. IN THE EVENT CLOSE OF ESCROW DOES
NOT 	TIMELY 	OCCUR 	DUE 	TO 	BUYER’S 	BREACH 	OR 	DEFAULT 	OF 	THIS
AGREEMENT, 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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY.
THE PARTIES AGREE THAT THE BID DEPOSIT AMOUNT SET FORTH IN SECTION
1.5 REPRESENTS A REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH
SELLER WOULD INCUR IN THE CASE OF BUYER’S FAILURE TO CLOSE THE
PURCHASE 	OF 	THE 	PROPERTY 	WHEN 	REQUIRED 	TO 	DO 	SO 	BY 	THIS
AGREEMENT. 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.
THE PAYMENT OF THE LIQUIDATED DAMAGES PURSUANT TO THIS SECTION 4
IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF
CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED
TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS
1671, 1676, AND 1677 OF THE CALIFORNIA CIVIL CODE. IN CONSIDERATION OF
THE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO
HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN
EQUITY 	(INCLUDING, 	WITHOUT 	LIMITATION, 	SPECIFIC 	PERFORMANCE)
INCLUDING ANY RIGHTS SELLER MAY HAVE PURSUANT TO SECTION 1680 OR
SECTION 3389 OF THE CALIFORNIA CIVIL CODE RELATING TO BUYER’S
DEFAULT RESULTING IN ESCROW NOT CLOSING AS PROVIDED UNDER THIS
AGREEMENT. BY INITIALING THIS PROVISION IN THE SPACES BELOW, SELLER
AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS
CONTAINED 	IN 	THIS 	AGREEMENT 	AND 	AGREE 	THAT 	SUCH 	SUM 	IS 	A
REASONABLE SUM CONSIDERING THE CIRCUMSTANCES AS THEY EXIST ON
THE DATE OF THIS AGREEMENT. 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 WHEN REQUIRED TO DO SO PURSUANT TO THIS
AGREEMENT.
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
evidencing and acknowledging receipt and acceptance of the Natural Hazards Disclosure and all
other statutory 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.
(b) 	The Natural Hazards Disclosure is being provided by Seller for
purposes of complying with the Disclosure Statutes and shall not be deemed to constitute a
representation or warranty by Seller as to the presence or absence in, at or around of the Property
of the conditions that are the subject of the Disclosure Statutes.
5.2 	Condition of Title. Seller agrees to convey fee simple title in and to the
Property to Buyer. Subject to Section 32 herein, title to the Property shall be conveyed by Seller
to Buyer by grant deed, using the form attached hereto as Exhibit E (the “Deed”), subject only to
the items enumerated in this Section (such items, collectively, the “Permitted Exceptions”).
Buyer shall accept title to the Property subject only to the Permitted Exceptions; provided,
however, that nothing herein shall limit or restrict Buyer’s right to (i) negotiate with the Title
Company to remove or modify any such exceptions, or (ii) obtain title endorsements at Buyer’s
expense to insure over any such 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 or
payable, subject to any applicable Prorations in accordance with Section 13 hereof;
(b) 	any lien for supplemental taxes and assessments resulting from the
change in ownership created by the sale of the Property to Buyer;
(c) 	easements, covenants, restrictions, defects, encumbrances and other
matters of record on the Effective Date, except as provided in Section 5.3 below;
(d) 	physical matters and conditions, if any, that exist at the Property on
the Effective Date and are disclosed by a current survey or inspection of the Property;

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(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) 	all recorded covenants, conditions, restrictions, easements, and
agreements affecting the Property on the Effective Date, including without limitation the
Commitment Exceptions (as defined in Section 10.1(c) below), except to the extent Seller has
agreed in writing to terminate or remove any one or more such matters of title;
(h) 	the printed standard exceptions listed in the title commitment for the
Title Policy;
(i) 	the leases listed in Schedule 5.2(i); and
(j) 	such other matters as Buyer either waives, assumes, or consents to
in writing.
5.3 	No Liens. Notwithstanding the foregoing, the Property shall be sold free
and clear of any and all monetary liens, deeds of trust, mortgages, security interests, tax liens
(except those for taxes not yet due or payable subject to Prorations in accordance with Section 13),
mechanics’ liens, crop liens, and other financial encumbrances securing the payment of money,
including any claims of tenants, contractors, or others with potential rights to the crops or
improvements effective upon the Closing (collectively, the “Pre-Closing Liens”), other than the
Permitted Exceptions. Seller shall have caused or obtained, to Buyer’s reasonable satisfaction,
prior to the Closing, a full release of all liens, claims, or encumbrances in and to the Crops that
appear in the public record or that are known to Seller by any persons having an interest therein.
5.4 	Buyer’s Indemnification of Seller. Any damage caused to the Property by
Buyer or Buyer’s agents in connection with Buyer’s inspection of the Property 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; provided,
however, that Buyer shall not be responsible for pre-existing conditions or defaults, including
hazardous or toxic materials, not caused or exacerbated by Buyer or Buyer’s agents. 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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
reasonably incurred by Seller Parties in connection therewith. The indemnity provided herein shall
not extend to indirect, consequential, punitive or speculative damages and shall survive the Close
of Escrow and any termination of this Agreement.
5.5 	SGMA 	Disclosure. 	The 	Sustainable 	Groundwater 	Management 	Act
(“SGMA”) is a California state law enacted in the year 2014. SGMA may limit the amount of
groundwater that may be pumped from underground aquifers. Applicable plans, rules and
regulations are in place implementing SGMA. Seller and its agents and representatives make no
representation on the effect of SGMA on the Property now or in the future, except that Seller shall
disclose to Buyer any notices, orders, judicial decrees, violations, or regulatory actions relating to
the implementation of SGMA or the extraction, use or transfer of groundwater on or from the
Property, including groundwater credits or allocations, of which Seller has actual knowledge, and
shall further disclose to Buyer, and deliver true and complete copies of, any contracts, agreements,
or understandings (whether written or oral) with third parties relating to SGMA or the pumping,
diversion, use, sharing or transfer of groundwater, banked water, surface water, recharged water,
water rights or pumping allocations affecting the Property, whether or not of record, of which
Seller has actual knowledge (provided that any such document which is included in the Preliminary
Report is deemed delivered). 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, provided this release shall not apply to any
liability arising from Seller’s failure to provide all materials required by this Section 5.5 or Seller’s
or any Seller Parties’ fraud or intentional misrepresentations in connection with SGMA or water
rights information provided to Buyer.
Notwithstanding anything to the contrary in this Section 5.5 or elsewhere in this
Agreement, Buyer shall not assume, and Seller shall remain solely responsible for, any fees,
charges, penalties, assessments, or other liabilities imposed by the Semitropic Water District or
any other governmental or quasi-governmental authority arising out of or relating to groundwater,
surface water, irrigation water deliveries or allocation overages attributable to use of the Property
prior to the Closing Date, including without limitation, any SGMA allocation overages for the
2025 water year (January 1, 2025 – December 31, 2025), regardless of whether such amounts are
invoiced, assessed, or become due after Closing. Any such liability shall remain the sole
responsibility of Seller, and Seller shall indemnify, defend, and hold Buyer harmless from and
against the same. This carve-out shall survive Closing and delivery of the Deed and Leased Parcels
Deed.
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:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(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 Lenders, and all
parties of interest in the Proceeding, and Title Company agrees to insure title to the Property
without taking exception to the appeals period or any potential appeal that could be filed during
such period. Buyer acknowledges and confirms that neither Seller nor any of Lenders has made
any representations or warranties, express or implied, that the Sale Order or the Lender Agreement
Approval (defined below) will be obtained. Promptly upon obtaining the Sale Order, Seller shall
deliver a copy of the Sale Order to Buyer and Escrow Holder. If: (i) the Court denies approval of
this Agreement, or (ii) the Sale Order is overturned in an appeal, this Agreement shall be
terminated, the Bid Deposit, plus all interest accrued thereon, 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) 	All exhibits, schedules, attachments, and ancillary documents to this
Agreement shall have been fully executed and delivered to Escrow, in form and substance
satisfactory to Seller in its sole discretion, including without limitation, the Buyer Leased Parcels
Documents.
(c) 	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.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 and Seller Leased Parcels Documents (defined in Section 32 herein).
(b) 	Except as listed in Schedule 5.2(i), 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.
(d) 	All Pre-Closing Liens shall have been fully paid, released, and
reconveyed (or other arrangements reasonably satisfactory to Buyer shall have been made for their
release concurrently with Closing), so that title to the Property is conveyed to Buyer free and clear
of all Pre-Closing Liens.
(e) 	All exhibits, schedules, attachments, and ancillary documents to this
Agreement shall have been fully executed and delivered to Escrow, in form and substance
satisfactory to Buyer in its sole discretion.
(f) 	Any and all past due or delinquent water bills or charges relating to
the Property shall have been paid in full by Seller prior to the Close of Escrow or, if not paid, shall
be satisfied from Seller’s proceeds at Closing through escrow as a proration.
(g) 	Seller has obtained the termination of, or the Court has ordered the
sale of the Property free and clear of, the Water Supply Agreements listed on Schedule 6.3(g) as
to the Property to Buyer’s reasonable satisfaction, provided that failure of this condition shall not
be a default of Seller under this Agreement.
(h) 	Seller has obtained the termination of, or the Court has ordered the
sale of the Property free and clear of, the Rights of First Refusal listed on Schedule 6.3(h) (the
“ROFRs”) as to the Property to Buyer’s reasonable satisfaction, or that the Court has entered a
finding that the ROFRs are not enforceable against Seller or the Property, provided that failure of
this condition shall not be a default of Seller under this Agreement.
(i) 	Buyer has completed its diligence review of all water matters, not
later than 12:00 p.m., Pacific Time, on October 27, 2025 (the “Diligence Deadline”).
(j) 	Title Company shall unconditionally be committed to issue upon the
Closing and following recordation of the Deed to Buyer, the Title Policy (as defined below, subject
only to the Permitted Exceptions).

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
The foregoing conditions are solely for the benefit of Buyer, any or all of which may be waived
by Buyer in Buyer’s sole discretion.
6.4 	Termination. This Agreement may be terminated in accordance with this
Section 6.4 at any time prior to the Closing:
(a) 	By written notice of either Buyer or Seller if the Closing shall not
have occurred on or before thirty (30) days after the Sale Order becomes final and non-appealable,
unless otherwise agreed to by Buyer and Seller in writing (such date, the “Buyer 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 Buyer Outside
Date; provided, however, that the Buyer Outside Date may be extended (i) by Seller and Buyer
upon mutual agreement, (ii) by Seller for no more than an additional fifteen (15) days if, despite
Seller’s commercially reasonable efforts prior to such extension, additional time is required to
obtain releases of title matters to be removed by Seller hereunder at the Closing.
(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 intentional 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 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 and the alternative transaction is with the Successful 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 earlier of the date (i) the alternative transaction
closes, and (ii) sixty (60) days following the entry of the Sale Order;
(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 material 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 Buyer Outside Date or (B) if capable of being cured by the Buyer
Outside Date, is not cured by the earlier of the Buyer 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 Buyer 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 Buyer by giving written notice to Seller if the Sale Order is: (i)
modified or otherwise altered in a manner materially adverse to Buyer not otherwise agreed to by

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Buyer, in writing, or (ii) stayed or vacated by the Court or a court of competent jurisdiction and
such stay or vacatur shall not have been removed prior to the earlier of (x) ten (10) days following
the implementation of such stay or vacatur, or (y) the Buyer Outside Date;
(f) 	By Seller by giving written notice to Buyer 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 Buyer in this Agreement or if Buyer has breached any
covenant contained in this Agreement in any material 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 forty-five (45) 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(f) will not be available to Seller at
any time that Seller is in material breach of any covenant, representation or warranty hereunder;
(g) 	By Buyer by giving written notice to Seller not later than the
Diligence Deadline;
(h) 	By the mutual written consent of Seller and Buyer;
(i) 	By Buyer, as provided in Section 14; and
(j) 	By Seller by giving written notice to Buyer if Closing shall not have
occurred on or before ten (10) days after the Sale Order becomes final and non-appealable (the
“Seller Outside Date”) and Seller has not breached this Agreement in a manner that has been the
principal cause of the Closing not occurring on or prior to the Seller Outside Date; provided,
however, the Seller Outside Date may be extended by Seller, in writing, in its reasonable
discretion.
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(f) or
(j), and Sellers are not then in 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(f), 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, and in the case of any Seller breach constituting fraud or willful misconduct by Seller,
Buyer shall, be entitled to pursue specific performance.
(b) 	[Reserved].

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(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 to receive a refund of the Bid Deposit,
provided that, notwithstanding the foregoing, in the case of any fraud or willful misconduct by
Seller, Buyer shall additionally have the right to pursue specific performance if applicable.
7. 	Seller’s Representations and Warranties.
7.1 	Seller’s Representations and Warranties. Except as set forth on Schedule
7.1, attached hereto, Seller hereby warrants, represents, covenants, and certifies to Buyer that:
(a) 	Court-Appointed Receiver. Seller is the Court-appointed receiver
over the Property, duly appointed and acting within the scope of authority granted by the Court,
and has not received any written notice of challenge or appeal to such appointment that remains
unresolved.
(b) 	Authority. Subject to entry of the Sale Order, this Agreement has
been duly authorized, executed and delivered by Seller, is the legal, valid and binding obligation
of Seller, and neither this Agreement nor compliance with or fulfillment of the terms and
conditions hereof will conflict with, or result in a breach of, the terms, conditions or provisions of,
or constitute a default under, any agreement to which any Seller is a party or by which any Seller
is otherwise bound, or any judicial order to which any Seller is a party or to which any Seller is
subject. Subject to entry of the Sale Order, Seller has full power and authority to enter into this
Agreement, to execute and deliver the documents and instruments required of the Seller executing
such documents and instruments herein, and to perform its obligations hereunder. 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,

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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. 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, except that Seller
shall disclose to Buyer any known certifications, contracts, or royalty obligations of which Seller
has actual knowledge. Seller makes no representations or warranties in this regard.
(f) 	Contracts. Except as disclosed to Buyer in writing or set forth on
Schedule 7.1, Schedule 5.2(i), or which are Permitted Exceptions or otherwise set forth in the
Preliminary Report, Seller has not entered into, and to Seller’s Knowledge (as defined below) there
are no, contracts, agreements, leases, licenses, management agreements, service contracts,
maintenance agreements, construction contracts, or other similar arrangements, including, without
limitation, agreements with third parties related to the pumping, diversion, sharing or transfer of
groundwater, banked water, surface water, water rights or pumping allocations affecting the
Property that will be binding on Buyer or the Property after the Close of Escrow. Seller shall, on
or before Closing, terminate all un-recorded leases affecting the Property as of the Effective Date,
other than those leases identified on Schedule 5.2(i).
(g) 	Taxes and Assessments. To Seller’s Knowledge, all general real
property taxes, water assessments, and regular assessments currently due and payable with respect
to the Property have been paid or will be prorated at Closing. To Seller’s Knowledge, there are no
pending or threatened special assessments, impact fees, or similar charges affecting the Property
other than those disclosed to Buyer in writing or that are matters of public record.
(h) 	Litigation. To Seller’s Knowledge, there are no actions, suits, or
proceedings pending or threatened against Seller relating to the Property, other than those
disclosed to Buyer in writing or matters of public record.
(i) 	Knowledge 	Definition. As 	used 	in 	this 	Agreement, 	the term
“Seller’s Knowledge” means the current actual (and not constructive or imputed) knowledge of
LANCE MILLER, solely in his capacity as court-appointed receiver, without any duty of inquiry
or investigation, and expressly excluding the knowledge of any other person, including Seller’s
agents, employees, consultants, or representatives. Any disclosure required hereunder shall be
deemed made if such matter is listed in the Preliminary Report.
7.2 	Survival. The express representations and warranties made in this Article
by Seller will not merge into any instrument of conveyance delivered at the Closing; provided,
however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of
any such representations and warranties shall be commenced, if at all, on or before the Closing
and, if not commenced on or before such date, thereafter will be void and of no force or effect.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
8. 	Buyer’s Representations and Warranties. Buyer hereby warrants, represents,
convents and certifies to Seller and agrees that as of the Close of Escrow:
(a) 	Good Standing. Buyer is a limited liability company that is properly
and duly formed, validly existing and in good standing under the laws of the state of Delaware,
registered to transact business in the State of California, and is in good standing under the laws of
the State of California.
(b) 	Authority. Buyer, and its Authorized Assignee(s) (defined below),
acting through any of their respective duly empowered and authorized managers, members,
partners or officers, as applicable, has all necessary entity power and authority to transact the
business in which it is engaged, and has full power and authority to enter into this Agreement, to
execute and deliver the documents and instruments required of the Buyer executing such
documents and instruments 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, to the best of Buyer’s knowledge, 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 and delivered at Closing, will, at the time
of Closing, (i) be duly authorized, executed and delivered by the Buyer executing such documents,
(ii) be legal, valid and binding obligations of such 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
such Buyer is subject.
(c) 	OFAC Compliance. Buyer or its Authorized Assignee (which, for
the purposes of this Section 8(c), shall include its 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 OFAC at its official website (http://www.treas.gov/ofac/t11sdn.pdf)
or at any replacement website or other replacement official publication of such List; (ii) is currently
in compliance with and will at all times during the term of this Agreement (including any extension
thereof) remain in compliance with the regulations of OFAC and any statute, executive order
(including 	the 	September 	24, 	2001 	Executive 	Order 	Blocking 	Property 	and 	Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
governmental action relating thereto; and (iii) will not transfer or permit the transfer of any
controlling interest in Buyer to any person or entity who is, or any of whose beneficial owners are,
listed on the List.
(d) 	Bankruptcy. Buyer has not (i) filed or been the subject of any filing
of a petition under the U.S. bankruptcy code (11 U.S.C. § 101, et seq.) or any insolvency laws, or
any laws for composition of indebtedness or for the reorganization of debtors; (ii) made a general
assignment for the benefit of creditors, (iii) suffered the appointment of a receiver to take
possession of all or substantially all of Buyer’s assets, or (iv) suffered the attachment or other
judicial seizure of all or substantially all of Buyer’s assets.
(e) 	Debts, Liens, and Encumbrance. Buyer shall pay, when due, any
claims, liabilities, debts, injuries, liens or other encumbrances, and any consultant or other expense

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
contracted for or incurred by Buyer incurred or arising before the Close of Escrow or the earlier
termination of this Agreement that directly arise from any of Buyer’s activities on 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), in the event that 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)”), 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. 	Notwithstanding anything in this Agreement to the contrary, the closing of a
Concurrent Sale shall not be a condition precedent to the binding nature or effectiveness of this
Agreement.
9. 	Cultural Costs; Crop Management. Seller shall pay all cultural costs for the 2025
crop, and any prior years now due and owing, on the Property, including related crop insurance
premiums. At the Closing, through the Escrow, 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”). Buyer acknowledges that it has been advised of, and agrees that the
Cultural Cost Reimbursement shall include the actual cost of, 2026 post-harvest irrigation of the
almond and pistachio ranches on the Land through the auction date, as directed by the stalking
horse bidder pursuant to Section 9 of the Stalking Horse PSA (as defined in the Marketing
Procedures Order), using non-contract water available for purchase at $172/per AF. 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. Buyer shall also have the exclusive right to direct,
in writing, reasonable farming operations for the 2026 crop on the Property, and Seller shall
comply with such reasonable directions so long as they are consistent with standard agricultural
practices.
10. 	Closing.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 committed
to issue upon the Closing and following recordation of the Deed to Buyer, a current ALTA
Extended Coverage Policy of title insurance, at no more than the insurer’s standard rates (the “Title
Policy”). The Title Policy shall show title to the Land, Improvements and appurtenant easements
vested in Buyer (less and except any Post-Closing Lease Termination Parcels), subject only to the
lien of real property taxes for the current fiscal year not yet due and payable, those Schedule B
exceptions listed on the title commitment for the Title Policy included the exceptions listed on
Schedule 10.1(c) attached hereto and incorporated herein by reference (the “Commitment
Exceptions”) (for clarity, the Commitment Exceptions shall not include any Pre-Closing Liens),
except to the extent Seller and/or Escrow Holder has agreed in writing to remove. 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. For the avoidance of doubt, title to the
Post-Closing Lease Termination Parcels shall not convey to Buyer, or its designee, until the Leased
Parcels Deed is recorded pursuant to Section 32 herein, provided that Buyer shall be granted access
to the Post-Closing Lease Termination Parcels, if any, at the time of Closing and during the period
ending on the Leased Parcels Recording Date (defined below), pursuant to an early occupancy
lease in form and substance reasonably acceptable to the Parties (the “Early Occupancy Lease”)
for a rental of $1.00 and payment of all real estate taxes and assessments, utilities, repair and
maintenance expenses and customary farming and irrigation expenses to maintain and operate the
Post-Closing Lease Termination Parcels, if any, in the same condition in which they were delivered
to Buyer through the term of the Early Occupancy Lease, and other customary lease terms (for
clarity, during such period and other than with respect to the payment of any lease termination
payments as set forth in Section 32 hereof, Buyer is not assuming any obligations under any
Residential Leases affecting the Post-Closing Lease Termination Parcels).
10.2 	Seller’s Closing Obligations. On or before the Closing Date, Seller shall
deposit or cause the following to be deposited into Escrow (duly executed, as appropriate), for
recordation or delivery to Buyer as appropriate:
(a) 	The Deed, describing the Land less and except the Post-Closing
Lease Termination Parcels.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(b) 	A bill of sale in substantially the form attached hereto as Exhibit F
(the “Bill of Sale”).
(c) 	To the extent required, duplicate counterparts of an assignment and
assumption agreement (the “Assignment Agreement”), in substantially the form attached hereto
as Exhibit G, with respect to any contracts, licenses or other agreements identified on Schedule
1.1(g) (to the extent that Seller can transfer or assign such licenses or agreements to Buyer without
breach or liability and is required to assign the same to Buyer pursuant to Section 1.1(g) of this
Agreement).
(d) 	An assignment of multi-peril crop insurance related to the Land, if
any (the “Assignment of Crop Insurance”) to the extent assignable.
(e) 	A general assignment, without representation or warranty, of
Seller’s right, title and interest in (i) any licenses or permits issued for or with respect to the
Property by governmental and quasi-governmental 	authorities that comprise Receivership
Property but are not then in Seller’s possession, and (ii) subject to receipt of the consent of the
preparing consultant thereof to such assignment, 	the Phase 1 environmental assessments of the
Property (“Phase 1s”) identified on Schedule 10.2(e) attached hereto and incorporated herein by
reference, in the form set forth on Exhibit H (the “General Assignment”).
(f) 	The Closing Statement (as defined below).
(g) 	To the extent they are then in Seller’s possession, comprise,
Receivership Property and are 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 including, without limitation, as reasonably necessary for the issuance of the
Title Policy.
(m) 	A copy of the Sale Order entered by the Court.
(n) 	The Seller Leased Parcels Documents (defined in Section 32 below).

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 Closing Balance of the Purchase Price and Buyer’s share of the
Closing Costs and Prorations.
(b) 	Evidence 	reasonably 	acceptable 	to 	Seller’s 	counsel 	that 	the
documents delivered to Seller by Buyer or its Authorized Assignee have been duly authorized by
Buyer or its Authorized Assignee, duly executed on behalf of Buyer or its Authorized Assignee
and when delivered constitute valid and binding obligations of Buyer or its Authorized Assignee.
(c) 	A Preliminary Change of Ownership Report in the form specified
by Kern County (the “PCOR”).
(d) 	To the extent required, duplicate counterparts of the Assignment
Agreement.
(e) 	The Buyer Leased Parcels Documents (defined in Section 32
below).
(f) 	The Closing Statement (as defined below).
(g) 	Such 	other 	documents, 	resolutions, 	consents, 	and 	affidavits
reasonably necessary or advisable to effect the valid consummation of the transaction evidenced
by this Agreement including, without limitation, as reasonably necessary for the issuance of the
Title Policy.
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 the Title Policy in the condition required in Section 10.1(c)
above. The Escrow Holder shall close escrow by:
(a) 	Recording the Deed in the Official Records of Kern County,
California, and returning the recorded Deed to Buyer with a conformed copy to Seller, and filing
the PCOR in Kern County, California;
(b) 	Intentionally omitted;
(c) 	Issuing to Buyer the Title Policy (within fifteen (15) days after the
Closing);
(d) 	Delivering to Seller the proceeds due Seller from the Purchase Price,
after deducting Seller’s share of Closing Costs, and adjusting for Prorations;
(e) 	Delivering to Buyer Seller’s certification that it is not a “foreign
person”;

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(f) 	Delivering to Buyer the items deposited into Escrow by Seller for
delivery to Buyer, including the Bill of Sale;
(g) 	Intentionally omitted;
(h) 	If applicable, delivering to each of Buyer and Seller, a fully executed
counterpart of the Assignment Agreement; and
(i) 	Delivering to Seller the items deposited into Escrow by Buyer for
delivery to Seller.
In addition to the obligations contained in this Section 10.4, Escrow Agent shall accept, deliver,
and record the Leased Parcels Deed in accordance with Section 32 herein.
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, (iv) the
premium for Buyer’s Title Policy, and (v) 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 Kern County tax assessor) shall not
be prorated in Escrow. Seller shall be liable for all such charges incurred prior to and on the date
of Closing and Buyer shall be liable for all such charges incurred after the Closing.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 tax bills. Such prorations and apportionments shall be made in the manner
customary in Kern County for the sale of agricultural land. If any such taxes, assessments, or
charges relate to periods prior to the Close of Escrow but are billed or become due after the Close
of Escrow, Seller shall remain liable for (and promptly reimburse Buyer for) the portion allocable
to the period prior to the Close of Escrow. Buyer shall be responsible only for its allocable share
accruing from and after the Close of Escrow.
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 three (3) months after the Closing Date.
14. 	Risk of Loss. Risk of physical loss to the Property shall be borne by Buyer from
and after the date that Buyer receives title and possession thereof. In the event of the loss or
destruction of a material part of the Property prior to the Closing, from a cause other than the
intentional act or omission or gross negligence of Buyer then, at Buyer’s sole option, and upon
Buyer’s written notice to Seller within ten (10) business days of Buyer’s receipt of notification of
such loss, Buyer shall have the option of (a) accepting the Property in its lost or destroyed condition
in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable
with respect to such loss or destruction, and the full Purchase Price shall be paid for the Property,
or (b) terminating this Agreement at which event both Parties will be relieved of their obligations
and this Agreement shall be deemed void and without further effect, and the Bid Deposit shall be
promptly returned to Buyer, unless Seller shall restore the lost or destroyed portion of the Property
to substantially the same condition existing prior to such loss or destruction 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 one or more affiliates of Buyer any or all of its
rights and obligations under this Agreement, including the right to purchase the Property, by giving
Seller notice of any 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 assignment other than to an Authorized Assignee 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. Seller shall have the right, upon written notice to
Buyer, to assign its rights to receive any payments or other sums due from Buyer to Seller after
Closing, if any, to any one or more Lenders at any time following the Closing.
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Property, including giving notice of the transactions contemplated hereby to creditors and certain
other interested parties as ordered by the Court, and conducting an auction in respect of the
Property pursuant to the Marketing Procedures Order (the “Auction”). Seller and, if Buyer is the
Successful Bidder, Buyer shall use commercially reasonable efforts to cooperate, assist, and
consult with each other to secure the entry of the 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 Backup
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 earlier of (i) sixty (60)
days following the entry of the Sale Order, or (ii) 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 within such sixty (60) day period, Buyer will be deemed to be the Successful
Bidder and shall 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”), neither has engaged the services of any other
real estate broker, salesperson, agent or finder, nor done any other act nor made any statement,
promise or undertaking which would result in the imposition of liability for the payment of any
other real estate brokerage commission, finder’s fee or otherwise in connection with the transaction
described herein. Seller shall be responsible for the payment of a commission or fee to Seller’s
Broker in accordance with its separate agreement therewith. 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 which a court of competent
jurisdiction determines was frivolous or brought in bad faith by the unsuccessful Party, 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;

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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: 	Core Farmland Fund LLC
c/o International Farming Corporation
1318 Dale Street
Raleigh, North Carolina 27605
Attn: Ralph Isenrich
Telephone: 252-523-0800
Email: risenrich@intlfarming.com
With a copy to:
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, LLP
150 Fayetteville Street, Suite 2300
Raleigh, North Carolina 27601
Attn: Sharita Whitaker
Telephone: 919-821-6781
If to Seller: 	Lance Miller, Receiver
c/o Pivot Group
1230 Rosecrans Avenue
Suite 300 – PMB928
Manhattan Beach, CA 90266
Attn: Lance Miller or Matt Covington
Telephone: 424-363-0599
Email: lance.miller@pivotgrp.com and
matt.covington@pivotgrp.com
With a copy to:
Katten Muchin Rosenman LLP 2121
North Pearl Street, Suite 1100 Dallas,
TX 75201-2591
Attn: 	John 	Mitchell 	and 	Michaela
Crocker
Telephone: 214-765-3600
Email: john.mitchell@katten.com and
michaela.crocker@katten.com
AND
Cutts Law, PC
5088 N. Fruit Ave, Ste 101
Fresno, CA 93711
Attn: Lisa A. Cutts
Telephone: 	559-226-8177
Email: lac@cutts-law.com
21. 	Waivers. Any Party can waive a provision, condition or covenant contained in this
Agreement, which is included herein for the benefit of the Party making such waiver. Any such
waiver shall be in writing and delivered to the other Party and the Escrow Holder. No waiver by
any Party of any covenant, condition or breach hereunder shall be deemed a waiver of any other
subsequent covenant, condition, or breach.
22. 	Governing Law. 	This 	Agreement 	shall 	be 	governed 	by 	and 	construed 	in
accordance with California law without regard to conflict of laws principles. The Court shall have
exclusive jurisdiction over any legal action brought by any Party to interpret or enforce this

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 Kern, California.
23. 	Business Days. In the event that this Agreement calls for an act to be performed,
or a notice to be given, on or by a specific date, which date falls on a Saturday, Sunday, or holiday
(as defined in Section 6700 and 6701 of the California Government Code), then such act may be
performed upon or such notice given on the next business day with the same effect as if it had been
performed on the day appointed. Any reference to “business days” herein shall mean those days
other than Saturdays, Sundays, or holidays (as defined in Section 6700 and 6701 of the California
Government Code).
24. 	WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT THAT IT MAY
HEREAFTER BE PERMITTED BY LAW, THE PARTIES HEREBY MUTUALLY 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 EACH PARTY 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 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. In addition to
the foregoing, Seller and Buyer waive the effect of California Civil Code Section 1654 which
interprets uncertainties in a contract against the party who drafted the contract.
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
parties for any and all of the Property in connection with any pursuant to the terms of the Marketing
Procedures Order.
28. 	Validity. Wherever possible, each provision of this Agreement shall be interpreted
in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall
be invalid or prohibited thereunder, such provision shall be effective to the extent of such
prohibition without invalidating the remainder of such provision or the remaining provisions of
this Agreement.
29. 	Facsimile Electronic Signatures. For all documents to be executed by the Parties
pursuant hereto, except documents to be recorded or where originals are otherwise required by
either Party or Escrow Holder, Escrow Holder is instructed to accept, and the Parties agree to
accept, (i) facsimile or electronic e-mail signatures of the signor if the signor or his representative
has assured Escrow Holder and the other Party that the original has been placed in regular mail to
the Escrow Holder, or (ii) DocuSign signatures of the signor.
30. 	Time. Time is of the essence of this Agreement.
31. 	Counterparts. This Agreement may be signed by the Parties in different
counterparts and the signature pages combined to create a document binding on all Parties.
32. 	Residential Leases; Lease Termination Parcels. Buyer and Seller acknowledge
and agree that certain parcels of the Land, described in further detail on Schedule 32 attached
hereto and incorporated by reference (collectively, the “Lease Termination Parcels”), are
encumbered by unrecorded residential leases (collectively, the “Residential Leases”) as of the
Effective Date. If Buyer is the Successful Bidder, commencing on the date that the Sale Order is
entered, and continuing thereafter until the earlier of (i) the date on which all Residential Leases
have been terminated and the tenants under all such Residential Leases have vacated the Lease
Termination Parcels, and (ii) the date that is ninety (90) days after the Close of Escrow (such later
date, the “Leased Parcels Recording Date”), Seller shall reasonably cooperate with Buyer to
terminate the Residential Leases and obtain exclusive possession of the Lease Termination Parcels,
free of any tenants under the Residential Leases, but shall have no obligation to initiate unlawful
detainer actions against any tenant who fails to vacate the Lease Termination Parcels. Buyer shall
be responsible for the documentation of such termination with respect to the Residential Leases
and any termination payments associated therewith (provided that any such termination payments
shall require Buyer’s prior consent) shall be the responsibility of Buyer. 	Buyer shall also be
responsible for the reasonable expenses of Seller incurred in pursuing the termination of the
Residential Leases and for the reasonable carrying costs of the Lease Termination Parcels. Any
such termination payments and payment of related costs and expenses shall be made at Buyer’s
sole risk and shall not be subject to reimbursement by Seller if this Agreement is terminated for
any reason.
Any Lease Termination Parcels for which the Residential Leases have been terminated and are
free of tenants prior to the Close of Escrow shall be conveyed to Buyer at the Closing, and the
remaining Lease Termination Parcels (the “Post-Closing Lease Termination Parcels”) shall be
subject to the following:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
(a) 	At or before the Close of Escrow, Seller shall fully execute and
deposit into Escrow (i) a deed in the form attached hereto as Exhibit E, conveying any Post-Closing
Lease Termination Parcels to Buyer or, at Buyer’s direction, an affiliate of Buyer (the “Leased
Parcels Deed”), (ii) a bill of sale in substantially the form attached hereto as Exhibit F with respect
to any personal property located on the Post-Closing Lease Termination Parcels (the “Leased
Parcels Bill of Sale”), and (c) such other documents, resolutions, consents, and affidavits
reasonably necessary or advisable to effect the valid conveyance of the Post-Closing Lease
Termination Parcels to Buyer, or its designee, including, without limitation, as reasonably
necessary for the modification of the Title Policy to include the Post-Closing Lease Termination
Parcels or, alternatively, the issuance of an owner’s policy of title insurance subject only to the
Permitted Exceptions (collectively, the “Seller Leased Parcels Documents”).
(b) 	At or before the Close of Escrow, Buyer shall fully execute and
deposit into Escrow (i) a Preliminary Change of Ownership Report for the Post-Closing Lease
Termination Parcels in the form specified by Kern County (the “Leased Parcels PCOR”), and (ii)
such other documents, resolutions, consents, and affidavits reasonably necessary or advisable to
effect the valid conveyance of the Post-Closing Lease Termination Parcels to Buyer, or its
designee, including, without limitation, as reasonably necessary for the modification of the Title
Policy to include the Post-Closing Lease Termination Parcels or, alternatively, the issuance of an
owner’s policy of title insurance subject only to the Permitted Exceptions (collectively, the “Buyer
Leased Parcels Documents”), together with cash in the amounts of such additional closing and
recording costs estimated by Escrow Holder related to the post-closing conveyance of the Post-
Closing Lease Termination Parcels.
(c) 	On or before the Leased Parcels Recording Date, Buyer shall deposit
with Escrow Holder, those amounts due Seller as reimbursement for costs incurred in effecting the
termination of the Residential Leases which amounts have not been previously reimbursed to
Seller.
(d) 	Within one (1) Business Day of the Leased Parcels Recording Date,
Escrow Agent shall (x) record the Leased Parcels Deed in the Official Records of Kern County
and file the Leased Parcels PCOR in Kern County and return the recorded Leased Parcels Deed to
Buyer, or its designee, with a conformed copy to Seller, and (y) deliver the Seller Leased Parcels
Documents to Buyer, and any Buyer Leased Parcels Documents to Seller, consistent with the
instructions as to similar documents in Section 10.4 above. 	Buyer shall be responsible for all
escrow charges associated with Escrow Agent’s obligations under this Section 32.
The Parties’ obligations pursuant to this Section 32 shall survive Closing and the recording of the
Deed through the recording of the Leased Parcels Deed.
33. 	Supersedes Prior Agreement. 	This Agreement supersedes and replaces in its
entirety that certain Purchase and Sale Agreement and Joint Escrow Instructions dated October 27,
2025, made by and between the Parties as to the Property.
SIGNATURES FOLLOW NEXT PAGE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as
of the date first above written.
SELLER: 	BUYER:
By: 	CORE FARMLAND FUND LLC
Lance Miller, solely in his capacity as 	a Delaware limited liability company
Court-appointed Receiver
By: IFC Core Farmland Fund, LP
Date of Execution: 	a Delaware limited partnership
its Sole Member
By: IFC Core Farmland Fund GP LLC
a Delaware general partnership
its general partner
By: _____________________________
Charles F.H. McNairy, Manager
Date of Execution:
Effective Date:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED
AREA IN COUNTY OF KERN, STATE OF CALIFORNIA AND IS DESCRIBED AS
FOLLOWS:
TRACT 1:
PARCEL 1: APN: 047-010-01
ALL THAT PORTION OF SECTION 2, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING WESTERLY OF THE WESTERLY RIGHT OF WAY OF THE AT&SF RAILROAD.
EXCEPTING 	THEREFROM 	1/2 	OF 	ALL 	CRUDE 	OIL, 	PETROLEUM, 	GAS, 	BREA,
ASPHALTUM AND ALL KINDRED SUBSTANCES AND OTHER MINERALS UNDER
AND IN SAID LAND AS RESERVED BY JOHN F. POOLE AND GERTRUDE REINHARD
POOLE, AS JOINT TENANTS, IN DEED RECORDED MARCH 21, 1960 IN BOOK 3250,
PAGE 624 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL REMAINING INTEREST IN AND TO ALL CRUDE
OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL KINDRED SUBSTANCES AND
OTHER MINERALS IN AND UNDER SAID LAND AS RESERVED BY CORNELIUS
VANDER DUSSEN, A MARRIED MAN, IN DEED RECORDED FEBRUARY 18, 1981 IN
BOOK 5352, PAGE 1894 OF OFFICIAL RECORDS.
PARCEL 2: APN: 047-040-06
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER AND THE SOUTHWEST
QUARTER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER AND THE
SOUTH HALF OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF
THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES OR UNDERLYING SAID LAND, AS RESERVED BY JAMES P. GEORGE,
ET UX, RECORDED SEPTEMBER 4, 1980 IN BOOK 5311 PAGE 1382 OF OFFICIAL
RECORDS.
PARCEL 3: APN: 047-040-09
THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 25
SOUTH, 	RANGE 	24 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES 	OR 	UNDERLYING 	SAID 	LAND, 	AS 	RESERVED 	BY 	CALLON
PETROLEUM, A CALIFORNIA CORPORATION, IN DEED RECORDED SEPTEMBER 4,
1980 IN BOOK 5311 PAGE 1381 OF OFFICIAL RECORDS.
PARCEL 4: APN: 047-040-13
THE WEST HALF OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTHERLY ONE HUNDRED ACRES OF THE WEST
HALF OF SECTION 3, TOWNSHIP 25 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE
AND MERIDIAN, AS GRANTED TO JEAN W. COFFMAN BY DEED RECORDED
FEBRUARY 27, 1970 IN BOOK 4371 PAGE 968 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	MINERALS, 	OIL, 	GAS, 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES 	WITHIN 	OR 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY CARL W. COFFMAN IN DEED RECORDED FEBRUARY 5, 1980 IN BOOK
5262 PAGE 1993 OF OFFICIAL RECORDS.
PARCEL 5: APN: 047-040-03
THE SOUTHEAST QUARTER OF SECTION 4, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 50% IN AND TO ALL OIL, GAS AND
HYDROCARBON AND ALL GAS, OIL AND OTHER HYDROCARBON RIGHTS UPON
AND UNDER SAID LAND, AS RESERVED BY R. W. GROBER AND S. VIRGINIA
GROBER, HIS WIFE, IN DEED DATED JUNE 25, 1952 AND RECORDED OCTOBER 27,
1952 IN BOOK 1998 PAGE 1 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 45% INTEREST IN AND TO ALL OIL,
GAS AND HYDROCARBONS AND ALL GAS, OIL AND OTHER HYDROCARBON
RIGHTS UPON AND UNDER SAID LAND, TOGETHER WITH ALL RIGHTS TO ENTER
THEREON AND TO USE SO MUCH OF THE SURFACE THAT MAY BE REASONABLE
FOR THE PURPOSE OF EXTRACTING THE SAME, AS RESERVED BY RALPH E.
CARPENTER AND JAN H. CARPENTER, IN DEED RECORDED SEPTEMBER 21, 1978 IN
BOOK 5141, PAGE 298 OF OFFICIAL RECORDS.
PARCEL 6:

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE EAST 20 FEET
OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 25 SOUTH, RANGE 24
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
PARCEL 7: APN: 047-040-07
THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER 	AND 	THE 	NORTH 	HALF 	OF 	THE 	NORTHWEST 	QUARTER 	OF 	THE
NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP
25 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL MAP OR PLAT THEREOF.
TRACT 2:
PARCEL 1: APN: 069-320-04
LOTS 41 TO 48, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM
ALBERT DAINI AND SYLVIA DAINI, HUSBAND AND WIFE, RECORDED MAY 16, 1956,
IN BOOK 2608, PAGE 73 OF OFFICIAL RECORDS.
PARCEL 2: APN: 069-320-03
LOTS 49 TO 56, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT 1 / 2 OF ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM
A. F. HILDING, EXECUTOR OF THE LAST WILL AND TESTAMENT OF DAVID G.
BROWN, ALIAS, DECEASED, RECORDED MAY 27, 1955, IN BOOK 2431 PAGE 148 OF
OFFICIAL RECORDS.
ALSO EXCEPT AN UNDIVIDED 1/4TH INTEREST IN AND TO ALL OIL, HYDROCARBON
SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID LAND, AS RESERVED
IN DEED DATED DECEMBER 3, 1968, FROM HARLEY BARLING, ET AL, TO THE
SUPERIOR OIL COMPANY.
ALSO EXCEPT 1/8TH OF ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER OR WHICH MAY BE PRODUCED,
SAVED 	OR 	SOLD 	FROM 	SAID 	LAND, 	AS 	RESERVED 	BY 	THE 	SUPERIOR 	OIL

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
COMPANY, A NEVADA CORPORATION, IN DEED RECORDED DECEMBER 20, 1968, IN
BOOK 4227, PAGE 360 OF OFFICIAL RECORDS.
PARCEL 3: APN: 069-320-02
LOTS 73 TO 80, BOTH INCLUSIVE OF TRACT NO. 1219, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED
JUNE 30, 1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT ALL MINERALS, OIL AND GAS RIGHTS, AS EXCEPTED IN DEED FROM E. M.
ALEXANDER AND VIOLET C. ALEXANDER, HIS WIFE, RECORDED JANUARY 3, 1955,
IN BOOK 2345, PAGE 155 OF OFFICIAL RECORDS.
PARCEL 4: APN: 069-320-01
LOTS 81 TO 88, BOTH INCLUSIVE, OF TRACT NO. 1219 IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED JUNE 30,
1942, IN BOOK 5, PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
EXCEPT 1 / 2 OF ALL MINERALS, OIL AND GAS RIGHTS AS EXCEPTED IN DEED FROM
RAYMOND L. KING, RECORDED JANUARY 27, 1955, IN BOOK 2359 PAGE 88 OF
OFFICIAL RECORDS.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	1/4TH 	INTEREST 	IN 	AND 	TO 	ALL 	OIL, 	GAS,
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND, AS RESERVED IN DEED DATED DECEMBER 3, 1968, FROM HARLEY BARLING,
ET AL, TO THE SUPERIOR OIL COMPANY, RECORDED DECEMBER 20, 1968, IN BOOK
4227, PAGE 377 OF OFFICIAL RECORDS.
ALSO EXCEPT 1/8TH OF ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER OR WHICH MAY BE PRODUCED,
SAVED 	OR 	SOLD 	FROM 	SAID 	LAND, 	AS 	RESERVED 	BY 	THE 	SUPERIOR 	OIL
COMPANY, A NEVADA CORPORATION, IN DEED RECORDED DECEMBER 20, 1968, IN
BOOK 4227, PAGE 360 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-310-09
THE NORTHWEST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS,
AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN SPECIFIED OR
NOT, IN, WITHIN, OR UNDERLYING SAID LAND, AS RESERVED BY VICA COMPANY,
A CORPORATION IN DEED DATED APRIL 6, 1945, RECORDED MAY 7, 1945, IN BOOK
1252, PAGE 205 OF OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 6: APN: 069-310-12
THE SOUTHWEST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS
AND ALL OTHER MINERALS, WHETHER SIMILAR TO THESE THEREIN SPECIFIED OR
NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY VICA COMPANY,
A CORPORATION, IN DEED DATED APRIL 6, 1945, RECORDED MAY 7, 1945, IN BOOK
1252, PAGE 205, OF OFFICIAL RECORDS.
PARCEL 7: APN: 069-310-11
THE SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES, AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN
SPECIFIED OR NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY
VICA COMPANY, A CORPORATION IN DEED DATED APRIL 6, 1945, RECORDED MAY
7, 1945, IN BOOK 1252 PAGE 205 OF OFFICIAL RECORDS, UPON THE TERMS AND
PROVISIONS THEREIN CONTAINED.
PARCEL 8: APN: 069-310-10
THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL PETROLEUM, OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON
SUBSTANCES, AND ALL OTHER MINERALS, WHETHER SIMILAR TO THOSE THEREIN
SPECIFIED OR NOT, IN, WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY
VICA COMPANY, A CORPORATION, IN DEED DATED APRIL 6, 1945, RECORDED MAY
7, 1945, IN BOOK 1252, PAGE 205 OF OFFICIAL RECORDS.
PARCEL 9: APN: 069-340-35
THE NORTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LANDS, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER 9,
1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL RECORDS,
UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE HEREIN.
PARCEL 10: APN: 069-340-34
THE SOUTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF
KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS
AND 	EGRESS 	FOR 	THE 	PURPOSES 	OF 	EXPLORATION 	AND 	DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER 9,
1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL RECORDS
UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE HEREIN.
PARCEL 11: APN: 069-340-23
THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 34, TOWNSHIP 27
SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTH QUARTER CORNER OF SAID SECTION 34; THENCE
WESTERLY ALONG THE NORTH LINE OF SAID SECTION A DISTANCE OF 1160.00
FEET; THENCE SOUTHERLY PARALLEL WITH THE EAST LINE OF THE WEST HALF
OF SAID SECTION, A DISTANCE OF 1502.07 FEET; THENCE EASTERLY PARALLEL
WITH THE NORTH LINE OF SAID SECTION, A DISTANCE OF 1160.00 FEET; THENCE
NORTHERLY ALONG THE EAST LINE OF THE WEST HALF OF SAID SECTION, A
DISTANCE OF 1502.07 FEET TO THE POINT OF BEGINNING.
PARCEL 12: APN: 069-340-24
THE NORTH HALF OF THE NORTHEAST QUARTER AND THE SOUTHEAST QUARTER
OF THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 23
EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPT THE SOUTH 12 ACRES OF THE SOUTHEAST QUARTER OF THE NORTHEAST
QUARTER OF SAID SECTION.
ALSO 	EXCEPT 	AN 	UNDIVIDED 	ONE-HALF 	OF 	ALL 	PETROLEUM, 	OIL, 	GAS,
MINERALS, COAL AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID
LAND, 	AS 	RESERVED 	BY 	TITLE 	INSURANCE 	AND 	TRUST 	COMPANY, 	A

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
CORPORATION, IN THE DEED RECORDED NOVEMBER 13, 1953, IN BOOK 2149, PAGE
430 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM 49% OF ALL REMAINING OIL, GAS AND OTHER
MINERALS WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED
AND SAVED THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND
ASSIGNS SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE
SURFACE OF SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO PREVENT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING
OR CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER
SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND, SO AS
NOT TO DISTURB THE SURFACE THEREOF OR ANY IMPROVEMENTS THEREON AS
RESERVED IN DEED RECORDED AUGUST 29, 1979, IN BOOK 5224, PAGES 2478, 2482
AND 2487 OF OFFICIAL RECORDS.
PARCEL 13: APN: 069-340-02
THE EAST HALF OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT
DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS
AND 	EGRESS 	FOR 	THE 	PURPOSES 	OF 	EXPLORATION 	AND 	DEVELOPMENT
THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS, A WIDOW, EULA GLIDE
ELLIOTT, A MARRIED WOMAN, DEALING WITH HER SEPARATE PROPERTY AND
CHARLES MATHIAS GOETHE, AN UNMARRIED MAN, IN DEED DATED DECEMBER 9,
1950, RECORDED JANUARY 12, 1951, IN BOOK 1762, PAGE 110 OF OFFICIAL RECORDS,
UPON TERMS, COVENANTS AND PROVISIONS SHOWN ELSEWHERE HEREIN.
ALSO EXCEPTING THEREFROM 4% OF ALL REMAINING OIL, GAS AND OTHER
MINERALS WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED
AND SAVED THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND
ASSIGNS SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE
SURFACE OF SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED
TO PREVENT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS FROM EXTRACTING
OR CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER
SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND, SO AS
NOT TO DISTURB THE SURFACE THEREOF OR ANY IMPROVEMENTS THEREON, AS
RESERVED IN DEED RECORDED AUGUST 29, 1979, IN BOOK 5224, PAGES 2478, 2482
AND 2487 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM, 	ANY 	MOBILE 	HOME, 	TRAILER 	AND/OR
MANUFACTURED HOME LOCATED THEREON.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 14: APN: 069-340-25
THE 	SOUTH 	12 	ACRES 	OF 	THE 	SOUTHEAST 	QUARTER 	OF 	THE 	NORTHEAST
QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPT ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN DEED OF RECORD.
PARCEL 15: APN: 069-272-08
THE 	SOUTHEAST 	QUARTER 	OF 	THE 	NORTHWEST 	QUARTER 	OF 	SECTION 	8,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
AS PER THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING 	THEREFROM 	ALL 	PETROLEUM, 	GAS, 	ASPHALTUM, 	AND 	OTHER
HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN
SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM
SAID LAND, TOGETHER WITH ANY AND ALL EASEMENTS, RIGHTS OF WAY AND
SERVITUDES IN, UNDER, AND UPON SAID LAND, NECESSARY OR CONVENIENT (A)
TO 	EXPLORE, 	TEST, 	OR 	SURVEY 	SAID 	LAND 	BY 	GEOPHYSICAL 	OR 	OTHER
METHODS, WHETHER SIMILAR TO THOSE SPECIFIED OR NOT AND WHETHER NOW
KNOWN OR NOT, INCLUDING THE DRILLING OF SHALLOW HOLES THEREON, FOR
THE 	PURPOSES 	OF 	DETERMINING 	SUBSURFACE 	GEOLOGICAL 	CONDITIONS
UNDERLYING SAID LAND, (B) TO DRILL FOR, MINE FOR, PRODUCE, EXTRACT AND
TAKE 	ANY 	OF 	SAID 	MINERALS 	FROM 	SAID 	LAND 	AND 	FROM 	ADJACENT
PROPERTIES, (C) TO TREAT AND STORE ANY OF SAID MINERALS ON SAID LAND,
WHETHER PRODUCED FROM SAID LAND OR FROM ADJACENT PROPERTY, (D) TO
CONSTRUCT, USE, MAINTAIN, ERECT, REPLACE, CHANGE THE LOCATION OF ,
INCREASE THE NUMBER OF AND REMOVE IN, UNDER, ON AND FROM SAID LAND,
ALL PIPE LINES, POWER LINES, TELEPHONE AND TELEGRAPH LINES, ROADS,
TANKS, MACHINERY, DERRICKS, PLANTS, BUILDINGS, AND OTHER STRUCTURES
AND EQUIPMENT WHICH GRANTOR, ITS SUCCESSORS AND ASSIGNS, MAY DESIRE
IN CARRYING ON ANY OF SAID OPERATIONS WHICH GRANTOR, ITS SUCCESSORS
AND ASSIGNS, MAY DEEM NECESSARY IN THE EXERCISE OF THE RIGHTS HEREIN
RESERVED, (E) TO TAKE AND USE ON SAID LAND WATER APPURTENANT TO OR
DEVELOPED BY GRANTOR, ITS SUCCESSORS AND ASSIGNS, ON SAID LAND,
NECESSARY 	FOR 	SUCH 	OPERATIONS, 	AS 	RESERVED 	BY 	FULLERTON 	OIL
COMPANY, IN DEED RECORDED MARCH 4, 1944, IN BOOK 1186, PAGE 226 OF
OFFICIAL RECORDS.
PARCEL 16A: APN: 069-280-04 (PORTION)

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 15,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO 	MERIDIAN, IN THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLATS THEREOF.
EXCEPT THEREFROM THE WEST 425 FEET OF THE SOUTH 325 FEET THEREOF.
ALSO EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS
AND EGRESS, FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT THEREON,
AS RESERVED BY ELIZABETH GLIDE WILLIAMS, ET AL, IN DEED TO HARLEY
BARLING, ET UX, DATED JANUARY 30, 1951, RECORDED MARCH 5, 1951, IN BOOK
1779 PAGE 479, OF OFFICIAL RECORDS.
ALSO 	EXCEPT 	THE 	REMAINDER 	OF 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY JESSE M. BUTLER, ET UX, IN DEED TO
VERYL G. BOWLES, ET UX, DATED NOVEMBER 16, 1951, RECORDED JANUARY 23,
1953, IN BOOK 2029 PAGE 335 OF OFFICIAL RECORDS.
PARCEL 16B: APN: 069-280-04 (PORTION)
THE WEST 425 FEET OF THE SOUTH 325 FEET OF THE SOUTHWEST QUARTER OF THE
SOUTHWEST QUARTER OF SECTION 15, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
ALSO EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE RIGHT OF INGRESS
AND EGRESS, FOR THE PURPOSE OF EXPLORATION AND DEVELOPMENT THEREON,
AS RESERVED BY ELIZABETH ELIDE WILLIAMS, ET AL, IN DEED TO HARLEY
BARLING, ET UX, DATED JANUARY 30, 1951, RECORDED MARCH 5, 1951, IN BOOK
1779 PAGE 479, OF OFFICIAL RECORDS.
ALSO 	EXCEPT 	THE 	REMAINDER 	OF 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS FOR THE PURPOSE OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY JESSE M. BUTLER, ET UX, IN DEED TO
VERYL G. BOWLES, ET UX, DATED NOVEMBER 16, 1951, RECORDED JANUARY 23,
1953, IN BOOK 2029 PAGE 335 OF OFFICIAL RECORDS.
PARCEL 17: APN: 069-310-21
THE 	SOUTHWEST 	QUARTER 	OF 	THE 	SOUTHEAST 	QUARTER 	OF 	SECTION 	20,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO 	MERIDIAN, IN THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND AS RESERVED BY L. & B.
PRODUCING AND DRILLING COMPANY, INCORPORATED, IN DEED RECORDED
APRIL 11, 1957, OF OFFICIAL RECORDS.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND AS RESERVED BY BOOKLAND
FARMS, A GENERAL PARTNERSHIP, IN DEED RECORDED SEPTEMBER 16, 1986, IN
BOOK 5916, PAGE 94, OF OFFICIAL RECORDS.
PARCEL 18: APN: 069-320-05
LOTS 33 TO 40, INCLUSIVE, LOTS 57 TO 72, INCLUSIVE, AND LOTS 89 TO 96,
INCLUSIVE, OF TRACT NO. 1219, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED JUNE 30, 1942, IN BOOK
5 PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT ALL PETROLEUM, GAS, ASPHALTUM, AND OTHER HYDROCARBONS AND
OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN SPECIFIED OR NOT,
WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM SAID LAND, AS
EXCEPTED 	AND 	RESERVED 	IN 	THE 	DEED 	FROM 	PACIFIC 	OIL 	AND 	GAS
DEVELOPMENT CORPORATION, A CORPORATION, DATED MAY 04, 1960, AND
RECORDED MAY 12, 1960, IN BOOK 3266 PAGE 626 OF OFFICIAL RECORDS.
PARCEL 19: APN: 069-330-02
LOTS 17 THROUGH 24, INCLUSIVE, OF TRACT 1219, IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP FILED JUNE 30, 1942,
IN BOOK 5 PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPT ALL OIL, GAS, OTHER HYDROCARBONS SUBSTANCES AND MINERALS
LYING IN AND UNDER SAID LAND AS RESERVED BY CALLON PETROLEUM
COMPANY, SUCCESSOR BY MERGER TO PACIFIC OIL AND GAS DEVELOPMENT
CORPORATION, 	A 	FORMER 	CALIFORNIA 	CORPORATION 	IN 	DEED 	RECORDED
OCTOBER 02, 1986, IN BOOK 5922, PAGE 915, INSTRUMENT NO. 042158, KERN
COUNTY OFFICIAL RECORDS.
PARCEL 20: APN: 069-340-26
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 34,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO 	MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLATS THEREOF.
EXCEPT 50% OF ALL CRUDE OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL
OTHER MINERALS AS RESERVED IN PREVIOUS DEED OF RECORD.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXCEPTING THEREFROM 49% OF ALL REMAINING OIL, GAS AND OTHER MINERALS
WITHIN OR UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED
THEREFROM, PROVIDING THAT THE GRANTOR, HIS SUCCESSORS AND ASSIGNS
SHALL NOT CONDUCT DRILLING OR OTHER OPERATIONS UPON THE SURFACE OF
SAID LAND, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED TO PREVENT
THE 	GRANTOR, 	HIS 	SUCCESSORS 	AND 	ASSIGNS 	FROM 	EXTRACTING 	OR
CAPTURING SAID MINERALS BY DRILLING ON ADJACENT OR NEIGHBORING
LANDS AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER
SAID LANDS AT A DEPTH OF 500 FEET BELOW THE SURFACE OF SAID LAND, SO AS
NOT TO DISTURB THE SURFACE THEREOF OR ANY IMPROVEMENTS THEREON, AS
RESERVED IN DEEDS RECORDED AUGUST 29, 1979, IN BOOK 5224, PAGES 2478, 2482
AND 2487 OF OFFICIAL RECORDS.
PARCEL 21: APN: 087-080-46
THE SOUTHEAST QUARTER AND THE EAST HALF OF THE SOUTHWEST QUARTER
OF SECTION 8, TOWNSHIP 28 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLATS THEREOF.
EXCEPTING THEREFROM PARCEL 1 OF PARCEL MAP NO. 11231, RECORDED APRIL
4, 2006, IN BOOK 54 AT PAGES 178 AND 179 OF PARCEL MAPS, IN THE OFFICE OF THE
KERN COUNTY RECORDER.
SAID LAND IS ALSO SHOWN AS THE “DESIGNATED REMAINDER”, ON SAID PARCEL
MAP NO. 11231, AND WAS APPROVED AND DESCRIBED IN THE CONDITIONAL
CERTIFICATE OF COMPLIANCE NO. 2270, RECORDED APRIL 4, 2006, AS DOCUMENT
NO. 0206082470, OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL OF THE OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER AND THAT MAY BE PRODUCED FROM SAID LAND AS
CONVEYED TO CHARLES FLOYD WHITAKER, ET AL, BY DEED RECORDED MARCH
20, 1970, IN BOOK 4382 PAGE 528 OF OFFICIAL RECORDS AND BY DEED RECORDED
MAY 7, 1962 IN BOOK 3489 PAGE 344 OF OFFICIAL RECORDS.
PARCEL 22: APN: 069-272-05
THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, AS
PER THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING THEREFROM ALL THAT PORTION CONVEYED TO THE STATE OF
CALIFORNIA IN THE DEED RECORDED NOVEMBER 30, 1990, IN BOOK 6459, PAGE
1035 OF OFFICIAL RECORDS, AS DOCUMENT NO. 073509, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID SECTION;

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THENCE (1), ALONG THE NORTH LINE OF SAID SECTION, SOUTH 89° 09’ 35” EAST,
1320.80 FEET TO THE EAST LINE OF THE WEST HALF OF THE NORTHWEST QUARTER
OF SAID SECTION;
THENCE (2), ALONG SAID EAST LINE, SOUTH 1° 26’ 15” WEST, 50.00 FEET TO THE
SOUTH LINE OF THE NORTH 50 FEET OF SAID SECTION;
THENCE (3), ALONG SAID SOUTH LINE, NORTH 89° 09’ 35” WEST, 1274.74 FEET;
THENCE (4), SOUTH 58° 59’ 14” WEST, 18.95 FEET TO THE EAST LINE OF WEST 30
FEET OF SAID SECTION;
THENCE (5), ALONG THE EAST LINE OF THE WEST 30 FEET OF SAID SECTION SOUTH
1° 22’ 37” WEST, 50.46 FEET;
THENCE (6), NORTH 88° 37’ 23” WEST, 30.00 FEET TO THE WEST LINE OF SAID
SECTION;
THENCE (7), ALONG SAID WEST LINE, NORTH 1° 22’ 37” EAST, 110.18 FEET TO THE
POINT OF BEGINNING.
EXCEPTING 	THEREFROM 	ALL 	PETROLEUM, 	GAS, 	ASPHALTUM, 	AND 	OTHER
HYDROCARBONS AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN
SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM
SAID LAND, TOGETHER WITH ANY AND ALL EASEMENTS, RIGHTS OF WAY AND
SERVITUDES IN, UNDER, AND UPON SAID LAND, NECESSARY OR CONVENIENT (A)
TO 	EXPLORE, 	TEST, 	OR 	SURVEY 	SAID 	LAND 	BY 	GEOPHYSICAL 	OR 	OTHER
METHODS, WHETHER SIMILAR TO THOSE SPECIFIED OR NOT AND WHETHER NOW
KNOWN OR NOT, INCLUDING THE DRILLING OF SHALLOW HOLES THEREON, FOR
THE 	PURPOSES 	OF 	DETERMINING 	SUBSURFACE 	GEOLOGICAL 	CONDITIONS
UNDERLYING SAID LAND, (B) TO DRILL FOR, MINE FOR, PRODUCE, EXTRACT AND
TAKE 	ANY 	OF 	SAID 	MINERALS 	FROM 	SAID 	LAND 	AND 	FROM 	ADJACENT
PROPERTIES, (C) TO TREAT AND STORE ANY OF SAID MINERALS ON SAID LAND,
WHETHER PRODUCED FROM SAID LAND OR FROM ADJACENT PROPERTY, (D) TO
CONSTRUCT, USE, MAINTAIN, ERECT, REPLACE, CHANGE THE LOCATION OF,
INCREASE THE NUMBER OF AND REMOVE IN, UNDER, ON AND FROM SAID LAND,
ALL PIPE LINES, POWER LINES, TELEPHONE AND TELEGRAPH LINES, ROADS,
TANKS, MACHINERY, DERRICKS, PLANTS, BUILDINGS, AND OTHER STRUCTURES
AND EQUIPMENT WHICH GRANTOR, ITS SUCCESSORS AND ASSIGNS, MAY DESIRE
IN CARRYING ON ANY OF SAID OPERATIONS WHICH GRANTOR, ITS SUCCESSORS
AND ASSIGNS, MAY DEEM NECESSARY IN THE EXERCISE OF THE RIGHTS HEREIN
RESERVED, (E) TO TAKE AND USE ON SAID LAND WATER APPURTENANT TO OR
DEVELOPED BY GRANTOR, ITS SUCCESSORS AND ASSIGNS, ON SAID LAND,
NECESSARY 	FOR 	SUCH 	OPERATIONS, 	AS 	RESERVED 	BY 	FULLERTON 	OIL
COMPANY, IN DEED RECORDED MARCH 4, 1944, IN BOOK 1186, PAGE 226 OF
OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALL RIGHT TO ENTER UPON THE SURFACE OR ANY PORTION TO A DEPTH OF 100
FEET FROM THE SURFACE FOR THE PURPOSE OF EXPLORING FOR, EXTRACTING,
REMOVING, MINING FOR OR IN ANY WAY OBTAINING ANY MINERALS OR OTHER
SUBSTANCES WAS RELINQUISHED BY DEED RECORDED NOVEMBER 30, 1990, IN
BOOK 6459, PAGE 1035 OF OFFICIAL RECORDS.
TRACT 3:
PARCEL 1: APN: 058-292-05
PARCEL A OF PARCEL MAP WAIVER NO. 5-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED AUGUST 28, 2017 AS DOCUMENT NO. 217115585 OF
OFFICIAL RECORDS OF KERN COUNTY, BEING A PORTION OF THE NORTHWEST
QUARTER OF SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST, MOUNT DIABLO
BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY OF KERN, STATE
OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THE WEST HALF OF SAID NORTHWEST QUARTER.
EXCEPTING THEREFROM THE INTEREST IN THE WEST 30 FEET THEREOF AS
CONVEYED TO THE COUNTY OF KERN, STATE OF CALIFORNIA, FOR THE USE AND
PURPOSE OF A PUBLIC HIGHWAY BY DEED RECORDED OCTOBER 25, 1921 IN BOOK
370, PAGE 483 OF DEEDS.
ALSO EXCEPTING THEREFROM ALL OF THE MINERALS INCLUDING OIL, GAS,
ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES IN OR UNDERLYING SAID
PREMISES, WHETHER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED, AND
RIGHT TO PROSPECT FOR, MINE AND REMOVE THE SAME, WITH FULL POWER OF
INGRESS AND EGRESS FOR THESE PURPOSES, AND RIGHT TO DO ON AND IN
PROPERTY ABOVE DESCRIBED, WHATEVER MAY BE REASONABLY NECESSARY
FOR FULL ENJOYMENT AND EXERCISE OF PROPERTY AND RIGHTS AS RESERVED
BY ARTHUR S. CRITES AND NELLIE L. CRITES, HIS WIFE, AND CHARLES B.
WEBSTER AND HAZEL E. WEBSTER, HIS WIFE, IN DEED RECORDED MARCH 4, 1962
IN BOOK 1909, PAGE 344 AS DOCUMENT NO. 10863 OF OFFICIAL RECORDS.
PARCEL 2: APN: 058-291-40
PARCEL 2 OF PARCEL MAP WAIVER NO. 1-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED JULY 5, 2017 AS DOCUMENT NO. 217086341 OF
OFFICIAL 	RECORDS 	OF 	KERN 	COUNTY, 	BEING 	THE 	NORTH 	HALF 	OF 	THE
SOUTHWEST QUARTER OF SECTION 26, TOWNSHIP 26 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY
OF KERN, STATE OF CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES WITHIN OR UNDERLYING SAID LAND, AS RESERVED BY REGINA M.
WATROUS, ET AL, IN DEED RECORDED JULY 20, 1977, IN BOOK 5042, PAGE 50 AS
DOCUMENT NO. 05579 OF OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 3: APN: 058-292-23
PARCEL 2 OF PARCEL MAP WAIVER NO. 3-17 AS PER THAT CERTAIN CERTIFICATE
OF COMPLIANCE RECORDED AUGUST 16, 2017 AS DOCUMENT NO. 217107678 OF
OFFICIAL RECORDS OF KERN COUNTY, BEING THE NORTHEAST QUARTER OF
SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, 	IN 	THE 	UNINCORPORATED 	AREA, 	COUNTY 	OF 	KERN, 	STATE 	OF
CALIFORNIA.
EXCEPTING THEREFROM ALL MINERALS AND MINERAL RIGHTS OF ANY KIND AND
DESCRIPTION INCLUDING, BUT NOT LIMITED TO OIL, OIL RIGHTS, NATURAL GAS,
NATURAL 	GAS 	RIGHTS, 	AND 	OTHER 	HYDROCARBON 	SUBSTANCES 	BY
WHATSOEVER 	NAME 	KNOWN 	WITHIN 	OR 	BENEATH 	THE 	LANDS 	ABOVE
DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT TO DRILL, MINE, EXPLORE,
PRODUCE AND REMOVE SAID MINERALS FROM, OR TO INJECT AND STORE SAID
MINERALS IN, SAID LAND OR OTHER LANDS, TO WHIPSTOCK OR DIRECTIONALLY
DRILL, BORE AND MINE FROM OTHER LAND INTO, THROUGH OR ACROSS THE
SUBSURFACE 	OF 	SAID 	LAND 	AND 	TO 	BOTTOM 	SUCH 	WHIPSTOCKED 	OR
DIRECTIONALLY DRILLED WELLS, ADITS, TUNNELS AND SHAFTS UNDER OR
BEYOND THE BOUNDARIES OF SAID LAND AND TO REDRILL, RETUNNEL, EQUIP,
MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES AND TO
INJECT, STORE, AND REMOVE MINERALS AND WATER NOT PRODUCED FROM SAID
LAND INTO OR FROM THE SUBSURFACE OF SAID LAND AND OTHER LANDS, AS
RESERVED BY GETTY OIL COMPANY IN DEED RECORDED NOVEMBER 23, 1973 IN
BOOK 4813, PAGE 2220 AS DOCUMENT NO. 36888 OF OFFICIAL RECORDS.
PARCEL 4: APN: 058-292-09
THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 26 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA, COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE INTEREST IN THE WEST 30 FEET THEREOF AS
CONVEYED TO THE COUNTY OF KERN, STATE OF CALIFORNIA, FOR THE USE AND
PURPOSE OF A PUBLIC HIGHWAY BY DEED RECORDED OCTOBER 25, 1921 IN BOOK
370, PAGE 483 OF DEEDS.
ALSO EXCEPTING THEREFROM FROM THE WEST HALF THEREOF, ALL OIL, GAS,
MINERALS AND OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING
SAID LAND, AS RESERVED BY AUSTIN WALDRON AND SARAH WALDRON, HIS
WIFE, IN DEED RECORDED NOVEMBER 4, 1948 IN BOOK 1529, PAGE 236 OF OFFICIAL
RECORDS.
ALSO EXCEPTING THEREFROM FROM THE EAST HALF THEREOF ALL OF THE
MINERALS, 	INCLUDING 	OIL, 	GAS, 	ASPHALTUM 	AND 	OTHER 	HYDROCARBON
SUBSTANCES IN OR UNDERLYING SAID PREMISES, AS RESERVED BY ARTHUR S.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
CRITES, ET AL, IN DEED RECORDED MARCH 4, 1952 IN BOOK 1909, PAGE 342 AS
DOCUMENT NO. 10862 OF OFFICIAL RECORDS.
PARCEL 5: APN: 059-243-03
THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 4, TOWNSHIP 26
SOUTH, 	RANGE 	24 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON
SUBSTANCES, 	AS 	CONVEYED 	TO 	FIVE 	POINTS 	PROPERTIES, 	A 	GENERAL
PARTNERSHIP, IN DEED RECORDED APRIL 5, 1968 IN BOOK 4147, PAGE 731 AS
DOCUMENT NO. 19760 OFFICIAL RECORDS.
TRACT 4:
PARCEL 1: APN: 059-010-19
THE SOUTHWEST QUARTER OF SECTION 10, TOWNSHIP 26 SOUTH, RANGE 23 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTH 200 FEET THEREOF, AS CONVEYED TO THE
COUNTY OF KERN IN THE DEEDS RECORDED FEBRUARY 1, 1963, IN BOOK 3571,
PAGES 309, 310, 311, 312 & 313 OF OFFICIAL RECORDS, AS DOCUMENT NOS. 7362,
7363, 7364, 7365 & 7366.
EXCEPTING THEREFROM AN UNDIVIDED 1/4 INTEREST OF ALL MINERALS, OIL AND
GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY AS
RESERVED BY KENDALL W. KNIGHTS, TRUSTEE UNDER THE WILL OF BEVERLY
BOYLE KNIGHT IN DEED RECORDED OCTOBER 9, 1981, IN BOOK 5410, PAGE 539,
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/4 INTEREST OF ALL MINERAL, OIL
AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY
AS RESERVED BY LOUIS M. BOYLE, JR., IN DEED RECORDED OCTOBER 9, 1981, IN
BOOK 5410, PAGE 541, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST OF ALL MINERAL, OIL
AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY
AS RESERVED BY MARION E. JENKS, A MARRIED MAN, IN DEED RECORDED
OCTOBER 9, 1981, IN BOOK 5410, PAGE 542, OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 INTEREST OF ALL MINERAL, OIL
AND GAS RIGHTS IN AND UNDER SAID LAND WITHOUT RIGHT OF SURFACE ENTRY
AS RESERVED BY JONATHAN E. BOYLE, A MARRIED MAN, IN DEED RECORDED
OCTOBER 9, 1981, IN BOOK 5410, PAGE 544, OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALSO EXCEPTING THEREFROM AN UNDIVIDED 1/6 OF ALL OIL, GAS AND OTHER
MINERALS IN THE MINERAL DEED RECORDED AUGUST 10, 2011, INSTRUMENT NO.
0211101761, OFFICIAL RECORDS.
PARCEL 2: APN: 059-070-01
THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 15, TOWNSHIP 26
SOUTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED
AREA, COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND
MINERALS LYING IN AND UNDER SAID LAND, AS RESERVED IN DEED RECORDED
OCTOBER 2, 1986 IN BOOK 5922, PAGE 915 OF OFFICIAL RECORDS OF SAID COUNTY.
PARCEL 3: APN: 069-230-05
THE NORTH HALF OF SECTION 26, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THE NORTHERLY 190 FEET OF SAID LAND, AS CONVEYED
TO BUTTONWILLOW IMPROVEMENT DISTRICT OF SEMITROPIC WATER STORAGE
DISTRICT, IN THE FINAL ORDER OF CONDEMNATION, RECORDED APRIL 3, 1975, IN
BOOK 4889, PAGE 1591, OF OFFICIAL RECORDS, AS DOCUMENT NO. 22532.
ALSO EXCEPTING THEREFROM ALL OIL AND GAS IN THE LANDS SO PATENTED,
AND TO IT, OR PERSONS AUTHORIZED BY IT, THE RIGHT TO PROSPECT FOR, MINE,
AND REMOVE SUCH DEPOSITS FROM THE SAME UPON COMPLIANCE WITH THE
CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF
JULY 17, 1914 (38 STAT. 509) THIS ENTRY IS MADE UNDER SECTION 29 OF THE ACT
OF FEBRUARY 25, 1920 (41 STAT., 437) AND THE PATENT IS ISSUED SUBJECT TO THE
RIGHTS OF PRIOR PERMITTEES OR LESSEES TO USE SO MUCH OF THE SURFACE OF
SAID 	LANDS, 	AS 	IS 	REQUIRED 	FOR 	MINING 	OPERATIONS, 	WITHOUT
COMPENSATION TO THE PATENTEE FOR DAMAGES RESULTING FROM PROPER
MINING OPERATIONS., ALL AS RESERVED BY THE UNITED STATES OF AMERICA IN
THE PATENT RECORDED MAY 9, 1928, IN BOOK 248, PAGE 117 OF OFFICIAL
RECORDS, AS DOCUMENT NO. 9080.
PARCEL 4: APN: 069-230-07
THE SOUTHWEST QUARTER OF SECTION 26, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, AS PER THE OFFICIAL PLAT THEREOF
ON FILE IN THE OFFICE OF THE SURVEYOR GENERAL.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXCEPTING 	THEREFROM 	THAT 	PORTION 	OF 	SAID 	LAND 	LYING 	WITHIN
INTERSTATE 5 AS CONVEYED TO THE STATE OF CALIFORNIA, IN THE DEED
RECORDED DECEMBER 23, 1964, IN BOOK 3797 PAGE 446, OF OFFICIAL RECORDS.
EXCEPTING ALL OIL, GAS, HYDROCARBONS AND MINERALS IN OR UNDER SAID
LAND, WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE
PURPOSE OF DEVELOPING OR PRODUCING SAME SUBJECT TO REASONABLE
COMPENSATION TO GRANTEE FOR SUCH RIGHT OF ENTRY AND/OR SURFACE USE,
RESERVED IN GRANT DEED RECORDED APRIL 4, 2006 AS INSTRUMENT NO.
0206081859 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-230-20
THE NORTHWEST QUARTER AND THE EAST HALF OF THE SOUTHWEST QUARTER
OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM THOSE TWO CERTAIN PARCELS OF LAND CONVEYED TO
MILLER & LUX INC. BY DEED RECORDED DECEMBER 28, 1915, IN BOOK 304, PAGE
166, OF DEEDS, DESCRIBED AS FOLLOWS:
PARCEL A:
BEGINNING AT THE QUARTER SECTION CORNER BETWEEN SECTIONS 33 AND 34,
TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN;
THENCE NORTH 1° 20’ EAST A DISTANCE OF 250 FEET; THENCE SOUTH 35° 30’ EAST
310 FEET TO THE QUARTER SECTION LINE OF SAID SECTION 34; THENCE NORTH 89°
40’ WEST 175 FEET TO THE POINT OF BEGINNING.
PARCEL B:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 27 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN; THENCE NORTH 88° 40’
EAST 1,320 FEET TO 1/8TH CORNER BEING POINT OF BEGINNING; THENCE NORTH
0° 45’ WEST 570 FEET; THENCE SOUTH 27° 15’ EAST 635 FEET TO THE SOUTH LINE
OF SECTION 34; THENCE SOUTH 88° 40’ WEST 285 FEET TO POINT OF BEGINNING.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	THE 	OIL 	AND 	GAS 	IN 	THE 	LANDS 	SO
PATENTED, THE RIGHT TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS
FROM THE SAME UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO
THE PROVISIONS AND LIMITATIONS OF THE ACT OF JULY 17, 1914 (38 STAT. 509) AS
RESERVED BY THE UNITED STATES OF AMERICA IN PATENTS RECORDED MARCH
19, 1919, IN BOOK 19, PAGE 444 AND BOOK 19, PAGE 445 OF PATENTS.
PARCEL 6: APN: 069-230-21

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA BY DEED RECORDED MAY 12, 1965, IN BOOK 3839, PAGE 154, OF
OFFICIAL RECORDS, AS DOCUMENT NO. 25609, DESCRIBED AS FOLLOWS:
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 34, TOWNSHIP 27
SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 34, SAID NORTHEAST
CORNER BEING AT COORDINATES Y=747 159.30 FEET AND X=1 529 752.10 FEET;
THENCE ALONG THE EAST LINE OF SAID SECTION SOUTH 1° 12’ 15” WEST 106.17
FEET; THENCE ALONG A LINE PARALLEL WITH AND 104 FEET SOUTHWESTERLY
MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE DEPARTMENT OF
PUBLIC WORKS SURVEY FROM ROUTES 57 (NOW ROUTE 166) TO KINGS COUNTY
LINE, ROAD VI-KER-238-B (NOW VI-KER-5) NORTH 40° 46’ 00” WEST 140.76 FEET TO
THE NORTH LINE OF SAID SECTION; THENCE ALONG SAID NORTH LINE SOUTH 89°
43’ 20” EAST 91.15 FEET TO THE POINT OF BEGINNING.
ALSO EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945, IN BOOK 1252, PAGE 28, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME AS GRANTED TO ALAN B. BOWEN BY DEED RECORDED FEBRUARY 8, 1952,
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING SAME,
AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED RECORDED
FEBRUARY 8, 1952 IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 7: APN: 069-230-22
THE SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 27 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 1/2% INTEREST IN FEE, IN AND TO ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND
UNDER THE ABOVE DESCRIBED PROPERTY OR RECOVERABLE THEREON AND
THEREFROM, AS RESERVED IN THE DEED RECORDED APRIL 17, 1945, IN BOOK 1252,
PAGE 28, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 8: APN: 069-230-55
THAT PORTION OF THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 34,
LYING EASTERLY OF THE CENTERLINE OF THE EAST SIDE CANAL, IN TOWNSHIP
27 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES AND
MINERALS 	WITHIN 	OR 	UNDERLYING 	SAID 	LAND, 	AS 	EXCEPTED 	BY 	JOHN
CORNELIUS O’BRIEN AND LAWRENCE TERRENCE O’BRIEN IN DEED RECORDED
MAY 6, 1974, IN BOOK 4839, PAGE 888, OF OFFICIAL RECORDS.
PARCEL 9: APN: 069-230-36
ALL THAT PORTION OF SECTION 35, TOWNSHIP 27 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN
PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED TO THE STATE OF
CALIFORNIA RECORDED MARCH 1, 1966, IN BOOK 3923, PAGE 663, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE
GENERALITY 	OF 	THE 	FOREGOING, 	ALL 	OIL, 	GAS, 	NATURAL 	GAS 	AND
HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN
SOLUTION AND SAND, GRAVEL AND AGGREGATES AND PRODUCTS DERIVED

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
THEREFROM TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID
GRANTEE, ITS SUCCESSORS AND ASSIGNS, OF INGRESS AND EGRESS IN, UPON OR
OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE
SUCH USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR
USEFUL IN CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING,
BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING,
OPEN PIT MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS,
WAYS, PIPELINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES
AS CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965,
IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 10: APN: 086-010-03
THE NORTH HALF OF THE SOUTHWEST QUARTER, SOUTHEAST QUARTER OF THE
SOUTHWEST QUARTER AND THE SOUTHEAST QUARTER OF FRACTIONAL SECTION
2, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE 	UNINCORPORATED 	AREA 	COUNTY 	OF 	KERN, 	STATE 	OF 	CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING TO THE STATE OF CALIFORNIA ALL OIL, SHALE, COAL, PHOSPHATE,
SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID
LANDS (EXCEPTING ALL OIL AND GAS) AND FURTHER RESERVING TO THE STATE
OF CALIFORNIA, AND PERSONS AUTHORIZED BY THE STATE, THE RIGHT TO
PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF MINERALS FROM SAID
LANDS (EXCEPTING ALL OIL AND GAS), AND TO OCCUPY AND USE SO MUCH OF
THE 	SURFACE 	OF 	SAID 	LANDS 	AS 	MAY 	BE 	REQUIRED 	THEREFORE, 	UPON
COMPLIANCE WITH THE CONDITIONS AND
SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION
6 OF THE PUBLIC RESOURCES CODE, AS PER PATENT FROM THE STATE OF
CALIFORNIA RECORDED MAY 23, 1956, IN BOOK 2611 PAGE 517 OF OFFICIAL
RECORDS.
EXCEPTING TO THE UNITED STATES OF AMERICA ALL OIL AND GAS IN THE LAND,
AND TO IT, OR PERSONS AUTHORIZED BY IT, THE RIGHT TO PROSPECT FOR, MINE
AND REMOVE SUCH DEPOSITS FROM THE SAME UPON COMPLIANCE WITH THE
CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF THE ACT OF
JULY 17, 1914 (38 STAT. 509), AS PER PATENT FROM THE STATE OF CALIFORNIA,
RECORDED MAY 23, 1956, IN BOOK 2611 PAGE 517 OF OFFICIAL RECORDS.
PARCEL 11: APN: 086-010-08
ALL THAT PORTION OF SECTION 1, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT
DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF,
LYING SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF THAT CERTAIN

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED TO THE STATE OF
CALIFORNIA RECORDED APRIL 6, 1966, IN BOOK 3934, PAGE 572, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE
GENERALITY 	OF 	THE 	FOREGOING, 	ALL 	OIL, 	GAS, 	NATURAL 	GAS 	AND
HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN
SOLUTION AND SAND, GRAVEL AND AGGREGATES AND PRODUCTS DERIVED
THEREFROM TOGETHER WITH THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID
GRANTEE, ITS SUCCESSORS AND ASSIGNS OF INGRESS AND EGRESS IN, UPON OR
OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE
SURF USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR
USEFUL IN CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING,
BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING,
OPEN PIT MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS,
WAYS, PIPELINES, POLELINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES,
AS CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965,
IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 12: APN: 086-010-11
THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTH LINE OF SAID SECTION SAID POINT BEARS
NORTH 89° 22’ 40” WEST 661.32 FEET FROM THE NORTHEAST CORNER OF SAID
SECTION SAID NORTHEAST CORNER BEING AT COORDINATES Y=741 794.74 FEET
AND X=1 534 938.55 FEET; THENCE ALONG A LINE PARALLEL WITH AND 104 FEET
SOUTHWESTERLY MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE
DEPARTMENT OF PUBLIC WORKS SURVEY FROM ROUTE 57 (NOW ROUTE 166) TO
THE KINGS COUNTY LINE, ROAD VI-KER-238-B (NOW 06-KER-5) SOUTH 40° 46’ 00”
EAST 32.14 FEET; THENCE SOUTH 82° 13’ 16” WEST 313.57 FEET; THENCE NORTH 71°
25’ 46” WEST 226.90 FEET TO SAID NORTH LINE; THENCE ALONG SAID NORTH LINE
SOUTH 89° 22’ 40” EAST 504.82 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945 IN BOOK 1252, PAGE 29 OF OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME, AS GRANTED TO ALAN B. BOWEN, BY DEED RECORDED FEBRUARY 8, 1952,
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING SAME,
AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED RECORDED
FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	OIL, 	OIL 	RIGHTS, 	MINERALS, 	MINERAL
RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY
WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF
LAND HEREINABOVE DESCRIBED TOGETHER WITH THE PERPETUAL RIGHT OF
DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND REMOVING
THE SAME FROM SAID LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO
WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN
THOSE HEREINABOVE DESCRIBED OIL OR GAS WELL, TUNNELS AND SHAFTS INTO,
THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED
AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS,
TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS
THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND
OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL,
MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET
OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED OR OTHERWISE IN
SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE
CONSTRUCTED ON SAID LANDS, AS EXCEPTED IN DEED FROM MILHAM FARMS,
INC., RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF OFFICIAL RECORDS.
PARCEL 13: APN: 086-010-18
PARCEL 	B 	OF 	LOT 	LINE 	ADJUSTMENT 	NO. 	69-98 	AS 	PER 	CERTIFICATE 	OF
COMPLIANCE RECORDED MARCH 3, 1999, AS INSTRUMENT NO. 0199030694, OF
OFFICIAL 	RECORDS, 	BEING 	THE 	EAST 	HALF 	OF 	THE 	EAST 	HALF 	OF 	THE
NORTHEAST QUARTER AND THE EAST HALF OF THE WEST HALF OF THE EAST
HALF OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH, RANGE
22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA
OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA, BY DEED RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXCEPTING THEREFROM 3% OF ALL OIL, GAS AND OTHER HYDROCARBON
SUBSTANCES AND MINERALS IN AND UNDER THE ABOVE DESCRIBED PROPERTY,
AS RESERVED BY MERCHANTS HOLDING CORPORATION LTD. IN DEED RECORDED
APRIL 17, 1945 IN BOOK 1252, PAGE 29 OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING THE
SAME AS GRANTED TO ALLAN B. BOWEN BY DEED RECORDED FEBRUARY 8, 1952
IN BOOK 1897, PAGE 256, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	23 	1/2% 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING AND REMOVING SAME,
AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN, BY DEED RECORDED
FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 14: APN: 086-010-19
PARCEL 	A 	OF 	LOT 	LINE 	ADJUSTMENT 	NO. 	69-98 	AS 	PER 	CERTIFICATE 	OF
COMPLIANCE RECORDED MARCH 3, 1999, AS INSTRUMENT NO. 0199030694, OF
OFFICIAL RECORDS, BEING THE NORTHWEST QUARTER, THE WEST HALF OF THE
NORTHEAST QUARTER, AND THE WEST HALF OF THE WEST HALF OF THE EAST
HALF OF THE NORTHEAST QUARTER OF SECTION 2, TOWNSHIP 28 SOUTH, RANGE
22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA
OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.
EXCEPTING 	THEREFROM 	THAT 	PORTION 	CONVEYED 	TO 	THE 	STATE 	OF
CALIFORNIA, BY DEED RECORDED JUNE 4, 1965, IN BOOK 3846, PAGE 219, OF
OFFICIAL RECORDS.
EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 3% OF ALL OIL, GAS
AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER THE
ABOVE 	DESCRIBED 	PROPERTY, 	AS 	RESERVED 	BY 	MERCHANTS 	HOLDING
CORPORATION LTD. IN DEED RECORDED APRIL 17, 1945 IN BOOK 1252, PAGE 29, OF
OFFICIAL RECORDS.
ALSO EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 23 1/2% OF ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR
UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING
AND REMOVING THE SAME AS GRANTED TO ALAN B. BOWEN BY DEED RECORDED
FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL RECORDS.
ALSO EXCEPTING FROM THE NORTHEAST QUARTER OF SECTION 2, 23 1/2% OF ALL
OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR
UNDERLYING SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM
WITH THE RIGHT OF INGRESS AND EGRESS FOR THE PURPOSES OF DEVELOPING
AND REMOVING SAME, AS RESERVED BY OSCAR J. ROHDE, AN UNMARRIED MAN,
BY DEED RECORDED FEBRUARY 8, 1952, IN BOOK 1897, PAGE 257, OF OFFICIAL
RECORDS.
EXCEPTING THEREFROM AN UNDIVIDED 1/2% INTEREST IN AND TO ALL OIL, GAS
AND OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER THE
DESCRIBED 	PROPERTY 	OR 	RECOVERABLE 	THEREON 	AND 	THEREFROM, 	AS
RESERVED IN THE DEED RECORDED APRIL 17, 1945, IN BOOK 1252, PAGE 28, OF
OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 15: APN: 086-020-03
GOVERNMENT LOTS 1 AND 2 OF THE NORTHEAST QUARTER OF FRACTIONAL
SECTION 3, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST HEREAFTER UPON, WITHIN OR
UNDERLYING 	THE 	HEREINAFTER 	DESCRIBED 	PROPERTY 	OR 	THAT 	MAY 	BE
PRODUCED THEREFROM, INCLUDING, WITHIN LIMITING THE GENERALITY OF THE
FOREGOING, ALL OIL, GAS, NATURAL GAS AND HYDROCARBON SUBSTANCES,
GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION AND SAND, GRAVEL
AND AGGREGATES AND PRODUCTS DERIVED THEREFROM TOGETHER WITH THE
EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS SUCCESSORS AND
ASSIGNS, OF INGRESS AND EGRESS IN, UPON OR OVER SAID PROPERTY TO
EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP, SAVE, CONVEY, STORE,
REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE SUCH USE OF SAID
PROPERTY 	AND 	THE 	SURFACE 	THEREOF 	AS 	IS 	NECESSARY 	OR 	USEFUL 	IN
CONNECTION THEREWITH WHICH USE MAY INCLUDE THE SINKING, BORING,
DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING, OPEN PIT
MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS, WAYS,
PIPELINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES AS

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
CONVEYED TO BRAVO OIL COMPANY IN DEED RECORDED DECEMBER 29, 1965, IN
BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
PARCEL 16: APN: 086-020-10
ALL THAT PORTION OF THE NORTH HALF OF SECTION 3, TOWNSHIP 28 SOUTH,
RANGE 22 EAST MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
PARCEL 1:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF
SECTION 3; THENCE SOUTH 0° 32’ WEST 1,319.80 FEET TO THE NORTHWEST CORNER
OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 3
SAID POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE
NORTH 89° 18’ EAST A DISTANCE OF 1,320.10 FEET TO THE NORTHEAST CORNER OF
THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 3; THENCE
SOUTH 0° 32’ WEST A DISTANCE OF 1,320.0 FEET; THENCE NORTH 89° WEST A
DISTANCE OF 857.60 FEET TO A POINT ON THE CENTERLINE OF THE EAST SIDE
CANAL; THENCE ALONG SAID CENTERLINE NORTH 48° 16’ WEST A DISTANCE OF
432.30 	FEET; 	THENCE 	NORTH 	38° 	27’ 	WEST 	AND 	CONTINUING 	ALONG 	SAID
CENTERLINE OF SAID CANAL TO A POINT ON THE WEST LINE OF THE NORTHEAST
QUARTER OF SECTION 3; THENCE NORTH 0° 32’ EAST AND ALONG SAID WEST LINE
TO THE TRUE POINT OF BEGINNING.
PARCEL 2:
BEGINNING AT THE NORTHEAST CORNER OF THE NORTHWEST QUARTER OF SAID
SECTION 3; THENCE ALONG THE NORTHERLY BOUNDARY OF SAID SECTION
SOUTH 89° 45’ WEST 1,069.10 FEET TO A POINT ON THE CENTERLINE OF THE EAST
SIDE CANAL; THENCE ALONG SAID CENTERLINE SOUTH 25° 27’ EAST 2,290.50 FEET;
THENCE CONTINUING ALONG SAID CENTERLINE IN A GENERAL SOUTHEASTERLY
DIRECTION TO THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 3;
THENCE ALONG SAID WEST LINE NORTH 0° 23’ EAST TO THE NORTHWEST CORNER
OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 3;
THENCE CONTINUING NORTH 0° 32’ EAST A DISTANCE OF 1,319.80 FEET TO THE
POINT OF BEGINNING.
EXCEPTING THEREFROM BOTH PARCELS 1 AND 2, 83-1/3% OF ALL MINERALS, OIL,
GAS, PETROLEUM AND HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING
SAID LAND OR THAT MAY BE PRODUCED AND SAVED THEREFROM: HOWEVER,
THE GRANTORS HEREIN, THEIR SUCCESSORS AND ASSIGNS SHALL NOT CONDUCT
DRILLING OR OTHER OPERATIONS UPON THE SURFACE OF SAID LAND BUT
NOTHING HEREIN CONTAINED SHALL BE DEEMED TO PREVENT SAID GRANTORS,
THEIR SUCCESSORS AND ASSIGNS FROM EXTRACTING OR CAPTURING SAID
MINERALS, OIL, GAS, PETROLEUM AND HYDROCARBON SUBSTANCES FROM THE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
HEREIN DESCRIBED LAND BY DRILLING ON ADJACENT OR NEIGHBORING LANDS
AND/OR FROM CONDUCTING SUBSURFACE DRILLING OPERATIONS UNDER SAID
LANDS AT A DEPTH OF 500 FEET OR MORE BELOW THE SURFACE THEREOF, AS
RESERVED IN THE QUITCLAIM DEED RECORDED JANUARY 16, 1974, IN BOOK 4821,
PAGE 1223, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 17: APN: 086-100-28
ALL THAT PORTION OF PARCEL 3 OF PARCEL MAP 7799, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE MAP
THEREOF RECORDED AUGUST 22, 1986, IN BOOK 33, PAGE 134 OF PARCEL MAPS,
KERN 	COUNTY 	RECORDS, 	DESCRIBED 	AS 	PARCEL 	A 	IN 	THAT 	CERTAIN
CERTIFICATE OF COMPLIANCE RECORDED FEBRUARY 7, 1990 IN BOOK 6344, PAGE
537, OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 3 OF PARCEL MAP 7799;
THENCE SOUTH 00° 44’ 00” WEST ALONG THE EASTERLY LINE OF PARCEL 3 OF SAID
PARCEL MAP, 3,874.95 FEET TO THE SOUTHEAST CORNER OF THE NORTH HALF OF
THE SOUTHEAST QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN; THENCE SOUTH 88° 39’ 59” WEST ALONG
THE SOUTH LINE OF SAID NORTH HALF OF THE SOUTHEAST QUARTER 1,412.76
FEET TO A POINT ON THE CENTERLINE OF EAST SIDE CANAL AS SHOWN ON SAID
PARCEL MAP 7799 RECORDED IN BOOK 33, PAGE 134 OF PARCEL MAPS, KERN
COUNTY RECORDS; THENCE NORTH 28° 56’ 00” WEST ALONG SAID CENTERLINE
121.85 FEET; THENCE NORTH 22° 17’ 00” WEST 319.20 FEET; THENCE NORTH 16° 05’
00” WEST 1,357.20 FEET; THENCE NORTH 21° 58’ 00” WEST 457 FEET; THENCE NORTH
30° 18’ 00” WEST 307 FEET; THENCE NORTH 34° 10’ 00” WEST 202.80 FEET; THENCE
DEPARTING FROM SAID CENTERLINE SOUTH 89° 29’ 00” WEST 198.30 FEET; THENCE
NORTH 00° 43’ 00” EAST TO A POINT ON SAID CENTERLINE 279.32 FEET; THENCE
NORTH 35° 04’ 00” WEST 407.94 FEET; THENCE NORTH 44° 48’ 00” WEST 737.50 FEET;
THENCE NORTH 70° 21’ 00” WEST 503.72 FEET, MORE OR LESS, TO A POINT ON THE
NORTHERLY LINE OF SAID PARCEL 3; THENCE NORTH 89° 24’ 00” EAST ALONG SAID
NORTHERLY LINE 3,881.13 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES
IN AND UNDER THAT PORTION OF SAID LAND LYING WITHIN THE SOUTHEAST
QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO
BASE AND MERIDIAN, AND THE RIGHT TO REMOVE THE SAME, AS RESERVED BY
F.G. DRUMM AND D.M. DRUMM, HUSBAND AND WIFE AND M.A. BARDENSTEIN, A
SINGLE WOMAN, IN DEED RECORDED MARCH 17, 1952 IN BOOK 1915, PAGE 344, OF
OFFICIAL RECORDS.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALSO EXCEPTING THEREFROM ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR THROUGH THAT
PORTION OF SAID LAND LYING WITHIN THE SOUTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 11, TOWNSHIP 38 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, OR THAT MAY BE PRODUCED OR SAVED
THEREFROM TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO REMOVE
AND EXTRACT THE SAME, AS RESERVED BY ETHEL B. COOPER, A MARRIED
WOMAN, IN DEED RECORDED OCTOBER 13, 1965, IN BOOK 3883, PAGE 312, OF
OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL OF THE MINERALS AND MINERAL ORES OF
EVERY 	KIND 	AND 	CHARACTER 	NOW 	KNOWN 	TO 	EXIST 	OR 	HEREAFTER
DISCOVERED UPON, WITHIN OR UNDERLYING THAT PORTION OF SAID LAND
LYING WITHIN THE NORTH HALF OF THE NORTHEAST QUARTER; THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER AND THE NORTHEAST QUARTER OF THE
NORTHWEST QUARTER OF SECTION 11, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, OR THAT MAY BE PRODUCED THEREFROM,
INCLUDING, WITHIN LIMITING THE GENERALITY OF THE FOREGOING, ALL OIL,
GAS, NATURAL GAS AND HYDROCARBON SUBSTANCES, GEOTHERMAL STEAM,
BRINES AND MINERALS IN SOLUTION AND SAND, GRAVEL AND AGGREGATES AND
PRODUCTS 	DERIVED 	THEREFROM 	TOGETHER 	WITH 	THE 	EXCLUSIVE 	AND
PERPETUAL RIGHT OF SAID GRANTEE, ITS SUCCESSORS AND ASSIGNS, OF INGRESS
AND EGRESS IN, UPON OR OVER SAID PROPERTY TO EXPLORE AND PROSPECT FOR,
EXTRACT, DEVELOP, SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE
SAME AND TO MAKE SUCH USE OF SAID PROPERTY AND THE SURFACE THEREOF
AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH WHICH USE MAY
INCLUDE THE SINKING, BORING, DIGGING OR DRILLING OF WELLS, SHAFTS OR
TUNNELS, EXCAVATING, OPEN PIT MINING AND CONSTRUCTING, MAINTAINING
AND 	REMOVING 	ROADS, 	WAYS, 	PIPELINES, 	POLELINES, 	TANKS, 	BUILDINGS,
STRUCTURES AND FACILITIES AS CONVEYED TO BRAVO OIL COMPANY IN DEED
RECORDED DECEMBER 29, 1965, IN BOOK 3906, PAGE 30, OF OFFICIAL RECORDS.
EXCEPTING THEREFROM, ANY MOBILE HOME, TRAILER AND/OR MANUFACTURED
HOME LOCATED THEREON.
PARCEL 18: APN: 086-110-04
THE NORTHEAST QUARTER OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION, SAID NORTHEAST
CORNER BEING AT COORDINATES Y=736 446.01 FEET AND X=1 540 068.83 FEET;
THENCE ALONG THE EAST LINE OF SAID SECTION SOUTH 1° 41’ 47” WEST 1,325.82

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
FEET; THENCE ALONG A LINE PARALLEL WITH AND 110 FEET SOUTHWESTERLY
MEASURED AT RIGHT ANGLES FROM THE CENTERLINE OF THE DEPARTMENT OF
PUBLIC WORKS SURVEY FROM ROUTE 57 (NOW ROUTE 166) TO KINGS COUNTY
LINE, ROAD VI-KER-238-B (NOW VI-KER-5) NORTH 40° 46’ 00” WEST 659.14 FEET;
THENCE NORTH 39° 02’ 54” WEST 200.09 FEET; THENCE ALONG A LINE PARALLEL
WITH AND 104 FEET SOUTHWESTERLY MEASURED AT RIGHT ANGLES FROM SAID
CENTERLINE NORTH 40° 46’ 00” WEST 915.50 FEET TO THE NORTH LINE OF SAID
SECTION; THENCE ALONG SAID NORTH LINE SOUTH 88° 54’ 31” EAST 1,193.72 FEET
TO THE POINT OF BEGINNING, AS CONVEYED TO THE STATE OF CALIFORNIA BY
DEED RECORDED FEBRUARY 28, 1966, IN BOOK 3923, PAGE 302, OF OFFICIAL
RECORDS.
ALSO EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND OR WHICH
MAY BE PRODUCED AND SAVED THEREFROM TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS, AS RESERVED IN DEED FROM FRESNO-KERN COMPANY, A
CORPORATION, RECORDED JUNE 15, 1966, IN BOOK 3955, PAGE 683, OF OFFICIAL
RECORDS.
PARCEL 19: APN: 086-110-09
THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12,
TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM ALL OIL, GAS, MINERALS, PETROLEUM AND OTHER
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR THROUGH SAID LAND
OR THAT MAY BE PRODUCED AND SAVED THEREFROM TOGETHER WITH THE
RIGHT OF INGRESS AND EGRESS TO REMOVE AND EXTRACT THE SAME, AS
RESERVED BY MARGARET ANNE COOPER, AN UNMARRIED WOMAN, IN DEED
RECORDED OCTOBER 14, 1965, IN BOOK 3884, PAGE 27, OF OFFICIAL RECORDS.
PARCEL 20: APN: 086-110-05
THE NORTH HALF OF THE SOUTH HALF OF SECTION 12, TOWNSHIP 28 SOUTH,
RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED
AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	AN 	UNDIVIDED 	1/2 	OF 	ALL 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID
LAND OR THAT MAY BE PRODUCED THEREFROM, AS RESERVED BY GENERAL
MORTGAGE COMPANY IN DEED RECORDED SEPTEMBER 13, 1961, IN BOOK 3414,
PAGE 884, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 21: APN: 086-110-03
THE SOUTH HALF OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 28
SOUTH, 	RANGE 	22 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM 90% OF ALL OIL, GAS AND OTHER HYDROCARBONS AND
MINERALS LYING IN AND UNDER AND WHICH MAY BE PRODUCED FROM SAID
LANDS AS HEREINBEFORE DESCRIBED TOGETHER WITH THE RIGHT OF INGRESS
AND EGRESS TO DEVELOP AND RECOVER SAME, AS RESERVED IN DEED FROM
FRANK LEPPI, ET UX, RECORDED FEBRUARY 1, 1952 IN BOOK 1894, PAGE 208, OF
OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 22: APN: 086-110-01
THE SOUTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM AN UNDIVIDED 75% OF ALL OIL, GAS, MINERALS AND
OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID LAND OR
THAT MAY PRODUCED AND SAVED THEREFROM, AS RESERVED BY MYRTLE C.
KROESEN, A WIDOW, IN DEED RECORDED FEBRUARY 29, 1952, IN BOOK 1907, PAGE
342, OF OFFICIAL RECORDS.
ALSO 	EXCEPTING 	THEREFROM 	ALL 	REMAINING 	OIL, 	GAS 	AND 	OTHER
HYDROCARBON 	SUBSTANCES 	WITHIN 	AND 	UNDERLYING 	SAID 	LAND, 	AS
RESERVED BY MILHAM FARMS, INC., A CALIFORNIA CORPORATION, IN DEED
RECORDED JANUARY 16, 1974, IN BOOK 4821, PAGE 1223, OF OFFICIAL RECORDS.
PARCEL 23: APN: 086-120-05
THE NORTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER
OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12,
TOWNSHIP 28 SOUTH, RANGE 22 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PARCEL 24: APN: 086-120-01
THE NORTH HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER
OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 28 SOUTH, RANGE 22
EAST, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
PARCEL 25: APN: 087-080-25
PARCEL 1 OF PARCEL MAP 3773, IN THE UNINCORPORATED AREA OF THE COUNTY
OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED MAY 20, 1977, IN BOOK
18, PAGE 108 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
EXCEPTING THEREFROM, ALL THE MINERALS AND MINERAL ORES OF EVERY
KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED
UPON, WITHIN OR UNDERLYING THE HEREINAFTER DESCRIBED PROPERTY OR
THAT MAY BE PRODUCED THEREFROM, INCLUDING WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, ALL OIL, NATURAL GAS AND HYDROCARBON
SUBSTANCES, GEOTHERMAL STEAM, BRINES AND MINERALS IN SOLUTION, AND
SAND, 	GRAVEL 	AND 	AGGREGATES, 	AND 	PRODUCTS 	DERIVED 	THEREFROM,
TOGETHER WITH, THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS
SUCCESSORS AND ASSIGNS, OR INGRESS AND EGRESS IN, UPON OR OVER SAID
PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP, SAVE, CONVEY,
STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO MAKE SUCH USE OF
SAID PROPERTY AND THE SURFACE THEREOF AS IS NECESSARY OR USEFUL IN
CONNECTION THEREWITH, WHICH USE MAY INCLUDE THE SINKING, BORING,
DIGGING OR DRILLING OF WELLS, SHAFTS OR TUNNELS, EXCAVATING, OPEN PIT
MINING AND CONSTRUCTING, MAINTAINING AND REMOVING ROADS, WAYS, PIPE
LINES, POLE LINES, TANKS, BUILDINGS, STRUCTURES AND FACILITIES. ALL AS
CONVEYED BY SOUTHERN PACIFIC COMPANY TO BRAVO OIL COMPANY, A TEXAS
CORPORATION IN THE DEED RECORDED MAY 29, 1965, IN BOOK 3906, PAGE 30 OF
OFFICIAL RECORDS, AS DOCUMENT NO. 70845.
TRACT 5:
PARCEL 1: APN: 069-280-18-00
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 22,
TOWNSHIP 27 SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT OF SAID LAND APPROVED BY THE SURVEYOR
GENERAL ON JUNE 15, 1855.
EXCEPT ALL OIL AND GAS IN SAID LAND, WITH THE RIGHT TO PROSPECT FOR,
MINE AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND LIMITATIONS
OF THE ACT OF JULY 17, 1914(39 STAT. 509).

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
ALSO EXCEPTING THEREFROM AN UNDIVIDED 50% INTEREST IN ALL OF THE OIL,
GAS AND MINERALS NOW OF HEREAFTER LYING IN AND UNDER AND THAT MAY
BE PRODUCED FROM, ALL OF THE ABOVE DESCRIBED REAL ESTATE, WITH THE
RIGHT TO REDUCE THE SAME TO POSSESSION, AND WITH RIGHTS OF INGRESS AND
EGRESS, AND ALL RIGHTS INCIDENT TO THE DEVELOPMENT, PRODUCTION,
CONSERVATION AND TRANSPORTATION THEREOF, FOREVER, AS RESERVED BY
JOHN 	HANCOCK 	MUTUAL 	LIFE 	INSURANCE 	COMPANY 	IN 	THAT 	CERTAIN
CORPORATION GRANT DEED RECORDED NOVEMBER 14, 1988 IN BOOK 6181, PAGE
1169, DOCUMENT NO. 056183, KERN COUNTY RECORDS.
PARCEL 2:
THE RIGHT TO USE AND TAKE WATER FROM THAT CERTAIN WATER WELL AND
PUMPING PLANT SITE DESCRIBED AS THE SOUTH 50 FEET OF THE WEST 75 FEET OF
THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER OF SECTION 22,
TOWNSHIP 27, SOUTH, RANGE 23 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN
THE COUNTY OF KERN, STATE OF CALIFORNIA, ADEQUATE TO IRRIGATE SAID
PARCEL 1, TOGETHER WITH AN EASEMENT FOR PIPELINE PURPOSES WITHIN THE
SOUTHERLY 25 FEET OF SAID NORTHEAST QUARTER OF SAID NORTHWEST
QUARTER 	TO 	TRANSPORT 	WATER 	FROM 	SAID 	WELL 	TO 	SAID 	PARCEL 	1,
INCLUDING THE RIGHT TO USE THE EXISTING PIPE OR ANY REPLACEMENTS
THEREOF LOCATED WITHIN SAID PIPELINE EASEMENT.
PARCEL 3: APN: 069-280-16-00, 069-280-25-00
THE NORTH HALF OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED 	AREA 	OF 	COUNTY 	OF 	KERN, 	STATE 	OF 	CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	ALL 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR WHICH MAY BE
PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHTS OF INGRESS AND
EGRESS 	UPON 	SAID 	LAND 	AT 	ALL 	TIMES 	FOR 	THE 	DEVELOPMENT 	AND
PRODUCTION 	OF 	ANY 	OF 	SUCH 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES, 	AS 	RESERVED 	BY 	GRACE 	R. 	PARR 	IN 	DEED
RECORDED NOVEMBER 12, 1947 IN BOOK 1430, PAGE 475 OF OFFICIAL RECORDS.
PARCEL 4: APN: 069-280-26-00
THE SOUTH 1/2 OF THE NORTHWEST QUARTER OF SECTION 22, TOWNSHIP 27
SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND 	MERIDIAN, 	IN 	THE
UNINCORPORATED AREA OF COUNTY OF KERN, STATE OF CALIFORNIA, AS PER
THE OFFICIAL PLAT THEREOF ON FILE IN THE OFFICE OF THE SURVEYOR
GENERAL.
EXCEPTING 	THEREFROM 	ALL 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING OR WHICH MAY BE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
PRODUCED FROM SAID LAND, TOGETHER WITH THE RIGHTS OF INGRESS AND
EGRESS 	UPON 	SAID 	LAND 	AT 	ALL 	TIMES 	FOR 	THE 	DEVELOPMENT 	AND
PRODUCTION 	OF 	ANY 	OF 	SUCH 	OIL, 	GAS 	AND 	OTHER 	MINERALS 	AND
HYDROCARBON 	SUBSTANCES, 	AS 	RESERVED 	BY 	GRACE 	E. 	PARR 	IN 	DEED
RECORDED NOVEMBER 12, 1947 IN BOOK 1430, PAGE 475 OF OFFICIAL RECORDS.
PARCEL 5: APN: 069-280-38-00, 069-280-39-00
THE SOUTHEAST QUARTER OF SECTION 15, TOWNSHIP 27 SOUTH, RANGE 23 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF KERN, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
EXCEPTING 	THEREFROM 	95% 	OF 	ALL 	OIL, 	GAS, 	MINERALS 	AND 	OTHER
HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED BY
ELIZABETH GLIDE WILLIAMS, ET AL, IN DEED TO HARLEY BARLING, ET UX, DATED
JANUARY 30, 1951 AND RECORDED MARCH 5, 1951 IN BOOK 1779, PAGE 479 OF
OFFICIAL RECORDS, WHICH DEED PROVIDED AS FOLLOW: TOGETHER WITH THE
RIGHT 	OF 	INGRESS 	AND 	EGRESS 	FOR 	THE 	PURPOSE 	OF 	EXPLORING 	AND
DEVELOPMENT THEREOF.
ALSO EXCEPT THEREFROM THE REMAINDER OF ALL OIL, GAS, MINERALS AND
OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED
BY JESSE M. BUTLER AND ESTHER M. BUTLER, HUSBAND AND WIFE, IN DEED TO
D. 	C. 	CRAWFORD 	AND 	ADDIE 	CRAWFORD, 	HUSBAND 	AND 	WIFE, 	AS 	JOINT
TENANTS, DATED NOVEMBER 16, 1951 AND RECORDED JANUARY 23, 1953 IN BOOK
2029, PAGE 337, WHICH DEED PROVIDED AS FOLLOWS: TOGETHER WITH THE RIGHT
OF 	INGRESS 	AND 	EGRESS 	FOR 	THE 	PURPOSE 	OF 	EXPLORATION 	AND
DEVELOPMENT THEREON.
END OF DESCRIPTION

EXHIBIT B

[Intentionally Omitted]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT C
FORM OF SALE ORDER
[Attached]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT D
FORM OF RELEASE
[________________], a [________________] (“Buyer”), 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 October 27, 2025 (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”),
solely 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 Code 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 the Agreement, the foregoing release shall not
extend to (and shall expressly exclude): (i) claims arising from Seller’s intentional fraud or willful
misconduct; or (ii) claims for breach of Seller’s express representations, warranties, covenants, or
indemnities under the Agreement or any document delivered at Closing, but solely to the extent so
provided for under the Agreement or such document delivered at Closing.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
The foregoing release is made by Buyer for the benefit of Seller and the Releasees on [_________].
BUYER:
[_________________________],
a [________________]
By: 	___________________________
Name: ___________________________
Title: 	____________________________

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 [_____________], a [____________] (“Grantee”), the following described real property and
improvements thereon, in the County of Kern, State of California, and more particularly described as
follows:
See Exhibit A, attached hereto and incorporated by reference.
Together with all of Grantor’s right, title and interest in and to the improvements and structures thereon,
and all privileges, easements, appurtenances, rights-of-way, and hereditaments appertaining to the same,
and subject to all matters of record and all matters that would be reflected on an accurate survey at the time
of recordation of this deed.
THE PROPERTY IS CONVEYED TO GRANTEE WITHOUT ANY COVENANTS OR WARRANTIES,
EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THE SALE ORDER, AND SPECIFICALLY
EXCLUDES THOSE IMPLIED COVENANTS DESCRIBED IN CALIFORNIA CIVIL CODE SECTION
1113.
MAIL TAX STATEMENTS AS SET FORTH ABOVE.
Dated: ______________, 2025.
____________________________________
LANCE MILLER, solely in his capacity as Court-appointed Receiver

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
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 [_____________], a
[___________] (“Buyer”), all of Seller’s rights, title, interests in and to the Improvements, Crops
(for the 2026 crop year and following), Oil Gas and Mineral Rights, and Water Rights (in so far
as any of the foregoing are personal property) (the “Personal Property”), as such terms are
defined in that certain Purchase and Sale Agreement and Joint Escrow Instructions dated October
27, 2025, by and between Buyer and Seller (the “Purchase Agreement”), for the real property
located in Kern County, California as more particularly described in Exhibit A attached hereto
and incorporated herein by reference. The Personal Property is conveyed free and clear of all liens
and encumbrances, except for the Permitted Exceptions (as defined in the Purchase 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
FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES TO THE EXTENT
PROVIDED IN THE SALE ORDER. SELLER DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY 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
[___________], 2025.
SELLER:
_________________________________
LANCE MILLER, solely in his capacity as Court-
appointed Receiver
[attach legal description exhibit]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT G
FORM OF ASSIGNMENT AGREEMENT
THIS 	ASSIGNMENT 	AGREEMENT 	(“Assignment”) 	is 	entered 	into 	effective 	as 	of
[___________], 2025 (“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 [_____________], a [___________]
(“Assignee”).
A. 	Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint
Escrow Instructions, dated October 27, 2025 (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 as of 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 of its right, title, obligation, and interest in and to
the Assigned Contracts, from and after the Effective Date; provided that such assignment is made
subject to the receipt of any consents of the counterparties required thereunder not received as of the
Effective Date. Assignor represents and warrants solely to the extent authorized under the Sale
Order, and to Assignor’s knowledge, that the Assigned Contracts are in effect and have not been
previously assigned and that, to Assignor’s knowledge, no counterparty has asserted any material
default thereunder. Assignee hereby assumes the right, title, obligation, and interest, and agrees to
perform all obligations of Assignor under the Assigned 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 Assigned 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 from and after the
Effective Date. This indemnity shall not apply to any claims arising from Assignor’s willful
misconduct or material breach of representations specifically authorized by the Sale Order.
3. 	Assignee has not previously assigned the Assigned Contracts and has, subject to the required
consent of any counterparty not received prior to the Effective Date, all necessary authority to assign
the Assigned Contracts (and to the extent counterparty consent is required under any Assigned
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

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
and all, express or implied warranties concerning the condition, value and quality of the property
and any portions of the Assigned Contracts.
4. 	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 Assigned Contracts, and cooperate in the obtaining of any additional
consents which are required and not obtained prior to the Effective Date. Assignor shall use
commercially reasonable effects, consistent with its authority as receiver, to assist in obtaining
such consents.
5. 	In the event of any action between the parties hereto regarding this Assignment which a
court of competent jurisdiction determines was frivolous or brought in bad faith by the
unsuccessful party, 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
Assignment, it will make a good faith attempt to meet with the other party first and attempt to
resolve the dispute.
6. 	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, 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 Effective Date.
ASSIGNOR: 	ASSIGNEE:
_______________________________ 	[__________________________]
LANCE MILLER, solely in his capacity 	a [________________________]
as Court-appointed Receiver
By: 	______________________
Name: ______________________
Title: 	______________________
[attach legal description exhibit, contract list exhibit, and counterparty consents (if any)]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit A to Assignment Agreement
[Legal Description Attached]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit B to Assignment Agreement
Assigned Contracts

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit C to Assignment Agreement
Third-Party Consents
[TBD]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
EXHIBIT H
FORM OF GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (“Assignment”) is entered into effective as of [___________],
2025 (“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 [_____________], a [___________]
(“Assignee”).
A. 	Assignor and Assignee are parties to that certain Purchase and Sale Agreement and Joint
Escrow Instructions, dated October 27, 2025 (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”). Capitalized terms used but not expressly defined herein shall have the
meaning given to them in the Purchase Agreement.
B. 	Assignor and Assignee closed the purchase and sale of the Property as of 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 (i) those any licenses or permits issued for or with respect
to the Property by governmental and quasi-governmental authorities that comprise Receivership
Property but are not now in Seller’s possession, [subject to receipt of consent of preparing
consultant] and (ii) the Phase 1 environmental assessments of the Property (“Phase 1s”) identified
on Exhibit B attached hereto and incorporated herein by reference.
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, without representation or warranty, all of its right,
title, obligation, and interest in and to any licenses or permits issued for or with respect to the
Property by governmental and quasi-governmental 	authorities that comprise Receivership
Property but are not now in Seller’s possession, and (ii) the Phase 1s. Assignee hereby assumes
the right, title, obligation, and interest, and agrees to perform all obligations of Assignor under
such licenses and permits arising after the Effective Date, and further agrees to abide by the terms
of use of the Phase 1s.
2. 	Assignee shall indemnify, defend and hold Assignor harmless from all obligations on the
part of Assignee arising under the licenses and permits from and after the Effective Date, and all
claims of misuse of the Phase 1s by Assignee or any party obtaining the Phase 1s from Assignee,
and from all claims, judgments, injuries, losses, liabilities, costs and expenses (including, without
limitation, reasonable attorneys’ fees and disbursements) incurred in connection therewith from
and after the Effective Date. This indemnity shall not apply to any claims arising from Assignor’s
willful misconduct or material breach of representations specifically authorized by the Sale Order.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
3. 	In the event of any action between the parties hereto regarding this Assignment which a
court of competent jurisdiction determines was frivolous or brought in bad faith by the
unsuccessful party, 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
Assignment, it will make a good faith attempt to meet with the other party first and attempt to
resolve the dispute.
4. 	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, 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 Effective Date.
ASSIGNOR: 	ASSIGNEE:
_______________________________ 	[__________________________]
LANCE MILLER, solely in his capacity 	a [________________________]
as Court-appointed Receiver
By: 	______________________
Name: ______________________
Title: 	______________________

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit A
to
General Assignment
Legal Description of Property
[Legal Description to be Attached]

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
Exhibit B
to
General Assignment
Phase 1 Environmental Assessments
1. 	Phase I Environmental Site Assessment for Ana Balle West Ranch 978.51 acres, 10200
Magnolia Avenue, Kern County, Delano, California, dated as of August 19, 2025,
prepared by Advanced Environmental Concepts, Inc. for Seller.
2. 	Phase I Environmental Site Assessment for Gooselake Ranch 3,065.49 acres, 24582 and
25000 W. Lerdo Highway, Kern County, Buttonwillow, California, dated as of July 8,
2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
3. 	Phase I Environmental Site Assessment for Kyte Ranch 223.31 acres, East of Bell Road
and Bisected by Sherwood Avenue, Kern County, Wasco, California, dated as of July 1,
2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
4. 	Phase I Environmental Site Assessment for Ludy Ranch 79.09 acres, 27798 Elmo
Highway, Kern County, Wasco, California, dated as of July 1, 2025, prepared by
Advanced Environmental Concepts, Inc. for Seller.
5. 	Phase I Environmental Site Assessment for McCombs Ranch 473.02 acres, 23746
McCombs Road and 14490 Corcoran Road, Kern County, Wasco, California, dated as of
July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
6. 	Phase I Environmental Site Assessment for Wegis-Dresser Ranch 79.09 acres, North of
Dresser Avenue and 0.5 miles East of Rowlee Road, Kern County, Wasco, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
7. 	Phase I Environmental Site Assessment for Wegis-Jackson Ranch 1,025.62 acres, 25544
& 25949 Jackson Avenue and 15889 Rowlee Road, Kern County, Wasco, California,
dated as of August 19, 2025, prepared by Advanced Environmental Concepts, Inc. for
Seller.
8. 	Phase I Environmental Site Assessment for Wegis-Kimberlina Ranch 830.90 acres,
16611 Rowlee Road and 25791 & 25845 Kimberlina Road, Kern County, Wasco,
California, dated as of July 9, 2025, prepared by Advanced Environmental Concepts, Inc.
for Seller.
9. 	Phase I Environmental Site Assessment for Wegis-Lerdo Ranch 211.21 acres, North of
W. Lerdo Highway and West of Gun Club Road, Kern County, Buttonwillow, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
10. Phase I Environmental Site Assessment for Wegis-McCoy Ranch 116.68 acres, 15206
McCoy Avenue, Kern County, Wasco, California, dated as of July 1, 2025, prepared by
Advanced Environmental Concepts, Inc. for Seller.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
11. Phase I Environmental Site Assessment for Wegis-West Jackson Ranch 218.05 acres,
South of Jackson Avenue and East of McCoy Avenue, Kern County, Wasco, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 1.1(b)
Excluded Solar
All equipment parts and components related or pertaining to three (3) solar photovoltaic systems
totally approximately 1422 kWs, described as follows, whether or not located on or connected to
electrical service to the Property:
1) 	955 kW system located on APN 069-350-07, Kern County, California and commonly
known as “Kimberlina Ranch.”
2) 	273 kW system located on APN 069-320-05, Kern County, California and commonly
known as “Reservoir Ranch.”
3) 	205 kW system located on APN 069-310-12, Kern County, California and commonly
known as “Mozingo Ranch.”

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 1.1(g)
Contract Schedule
1. 	Agricultural Lease dated April 1, 2020, as amended by that certain First Amendment to
Agricultural Lease dated November 1, 2020, as amended by that certain Second
Amendment to Agricultural Lease dated September 24, 2021, as amended by that certain
Third Amendment to Agricultural Lease dated September 22, 2022, as amended by that
certain Fourth Amendment to Agricultural Lease dated November 20, 2023, by and
between Maricopa Orchards, LLC, a California limited liability company as Landlord, and
Ranch 24, LLC a California limited liability company as Tenant (as amended, the “Ranch
24 Lease”), for certain real property consisting of approximately 24 gross acres identified
as follows (the “Ranch 24 Premises”):
Those certain 24+/- acres planted to table grapes which are more or less the middle third
of the North half of the Northeast quarter of Section 34, Township 27 South, Range 23 Est,
Mount Diablo Base and Meridian, located in the County of Kern, State of California.
2. 	Undated lease agreement between Goose Lake Ranch, as owner, and Communication
Systems Development, Inc., evidenced by that certain Memorandum of Lease Agreement
recorded as Document Number 0198048937 in the Kern County official records on April
16, 1998, as assigned by that certain Assignment to American Towers LLC recorded as
Document Number 218022351 in the Kern County official records on February 28, 2018,
as modified by that certain Schedule – Tower Space License effective as of March 23, 2009
by and between ATS/PCS, LLC, a Delaware limited liability company, and MetroPCS
California, LLC, a Delaware limited liability company, all with respect to the cellular tower
affecting Tract 4 – Parcel 25 (APN: 087-080-25/087-080-25-00-0).
3. 	Subsurface Recharge System Use and Easement Agreement effective as of January 23,
2020 by and between Maricopa Orchards, LLC, a California limited liability company, as
Grantor, and Wegis Family Farms LLC, a California limited liability company, as Grantee,
recorded on January 23, 2020 as Document Number 220009513 in the Kern County
Official Records.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 5.2(i)
Leases
1. 	The Ranch 24 Lease.
2. 	Any well sharing agreements for the benefit of Seller which are not recorded in the public
records.
3. 	Residential rental of 10200 Magnolia Ave.
4. 	Residential rental of 25482 W. Lerdo Highway.
5. 	Residential rental of 25845 Kimberlina Road.
6. 	Residential rental of 25949 Jackson St.

SCHEDULE 6.3(g)

Water Supply Agreements

1. Water Supply Agreement dated July 29, 2015 made by and between FNF FARMS, LLC, a California limited
liability company (as Water User therein), and 104 PISTACHIOS, LLC a California limited liability
company, et al (as Water Providers therein), recorded in (i) the Official Records of Fresno County, California
on September 11, 2024 as Document No. 2024-0082400, (ii) the Official Records of Kern County, California
on September 10, 2024 as Document No. 224109980, (iii) the Official Records of Kings County, California
on September 10, 2024 as Document No. 2412595, and (iv) the Official Records of Madera County,
California on September 11, 2024 as Document No. 2024019288.

2. Water Supply Agreement dated July 29, 2015 made by and between KAMM SOUTH, LLC, a California
limited liability company (as Water User therein), and 104 Pistachios, LLC a California limited liability
company, et al (as Water Providers therein), recorded in (i) the Official Records of Fresno County, California
on September | 1, 2024 as Document No. 2024-0082763, (ii) the Official Records of Kern County, California
on September 10, 2024 as Document No. 224109979; (iii) the Official Records of Kings County, California
on September 10, 2024 as Document No. 2412594, and (iv) the Official Records of Madera County,
California on September 11, 2024 as Document No. 2024019295.

3. Water Supply Agreement dated September 28, 2025, made by and between MARICOPA ORCHARDS, LLC,
a California limited liability company, et al. (as Water User therein), and 104 Pistachios, LLC a California
limited liability company, et al. (as Water Providers therein), recorded in (i) the Official Records of Fresno
County, California on September 10, 2024 as Document No. 2024-0082325, (ii) the Official Records of Kern
County, California on September 13, 2024 as Document No. 224111300, (iii) the Official Records of Kings
County, California on September 10, 2024 as Document No. 2412596, and (iv) the Official Records of
Madera County, California on September | 1, 2024 as Document No. 2024019287

20039.001/Semitropic Back Up Bid (Post-Auction) (002)

SCHEDULE 6.3(h)

Rights of First Refusal

1. A right of first refusal in favor of Wegis Family Farms LLC, a California limited liability
company (“Wegis”), as described in that certain Right of First Refusal Agreement dated
January 23, 2020, by and between Wegis and Maricopa Orchards, LLC, a California
limited liability company, as evidenced by that certain Memorandum of Right of First
Refusal recorded in the Official Records of Kern County, California, on January 23, 2020,
as Document Number 220009643; and

2. A right of first refusal in favor of Wey Almond Farms, LLC, a California limited liability
company (“Wey”), as described in that certain Right of First Refusal Agreement dated
November 13, 2019, by and between Wey and Maricopa Orchards, LLC, a California
limited liability company, as evidenced by that certain Memorandum of Right of First
Refusal recorded in the Official Records of Kern County, California, on November 13,
2019, as Document Number 219151148.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 7.1
Exceptions to Seller’s Representations
1. 	None.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 10.1(c)
COMMITMENT EXCEPTIONS
The following Schedule B exceptions listed on that certain Preliminary Report issued by Chicago
Title Company with a Title Number of FWKN-TO2500611-MW, Amendment A, dated effective
May 1, 2025:
1 – 8 inclusive
9*
10 – 83 inclusive
84* (pending removal with respect to Tract 2, Parcel 7)
85
86* (pending removal with respect to Tract 2, Parcel 8)
87 - 91 inclusive
93 – 118
119* (pending removal with respect to Tract 2, Parcels 11 and 12)
120 - 196 inclusive
189 – 197 inclusive
198*
199 – 225 inclusive
226*
228 – 238 inclusive
239 – 240* inclusive
241 – 258 inclusive
260 (but subject to removal of notes regarding PG&E Easement)
261 – 267 inclusive
268*
271 – 275 inclusive
280 – 301
302 - 304* inclusive
305 – 319 inclusive
320-321* inclusive
322-332 inclusive
333*
334 - 357 inclusive
362 – 489 inclusive
491 – 526 inclusive
531
536 – 566 inclusive
568 – 580 inclusive
582 – 603 inclusive
605 – 610 inclusive
616
657
658 (but limited to named tenants on rent roll to be provided by Seller)

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
659 – 662 inclusive
666
738
Exceptions marked with * are pending Title Insurer’s consent to remove.

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
SCHEDULE 10.2(e)
Phase 1 Environmental Assessments
1. 	Phase I Environmental Site Assessment for Ana Balle West Ranch 978.51 acres, 10200
Magnolia Avenue, Kern County, Delano, California, dated as of August 19, 2025,
prepared by Advanced Environmental Concepts, Inc. for Seller.
2. 	Phase I Environmental Site Assessment for Gooselake Ranch 3,065.49 acres, 24582 and
25000 W. Lerdo Highway, Kern County, Buttonwillow, California, dated as of July 8,
2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
3. 	Phase I Environmental Site Assessment for Kyte Ranch 223.31 acres, East of Bell Road
and Bisected by Sherwood Avenue, Kern County, Wasco, California, dated as of July 1,
2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
4. 	Phase I Environmental Site Assessment for Ludy Ranch 79.09 acres, 27798 Elmo
Highway, Kern County, Wasco, California, dated as of July 1, 2025, prepared by
Advanced Environmental Concepts, Inc. for Seller.
5. 	Phase I Environmental Site Assessment for McCombs Ranch 473.02 acres, 23746
McCombs Road and 14490 Corcoran Road, Kern County, Wasco, California, dated as of
July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
6. 	Phase I Environmental Site Assessment for Wegis-Dresser Ranch 79.09 acres, North of
Dresser Avenue and 0.5 miles East of Rowlee Road, Kern County, Wasco, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
7. 	Phase I Environmental Site Assessment for Wegis-Jackson Ranch 1,025.62 acres, 25544
& 25949 Jackson Avenue and 15889 Rowlee Road, Kern County, Wasco, California,
dated as of August 19, 2025, prepared by Advanced Environmental Concepts, Inc. for
Seller.
8. 	Phase I Environmental Site Assessment for Wegis-Kimberlina Ranch 830.90 acres,
16611 Rowlee Road and 25791 & 25845 Kimberlina Road, Kern County, Wasco,
California, dated as of July 9, 2025, prepared by Advanced Environmental Concepts, Inc.
for Seller.
9. 	Phase I Environmental Site Assessment for Wegis-Lerdo Ranch 211.21 acres, North of
W. Lerdo Highway and West of Gun Club Road, Kern County, Buttonwillow, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.
10. Phase I Environmental Site Assessment for Wegis-McCoy Ranch 116.68 acres, 15206
McCoy Avenue, Kern County, Wasco, California, dated as of July 1, 2025, prepared by
Advanced Environmental Concepts, Inc. for Seller.
11. Phase I Environmental Site Assessment for Wegis-West Jackson Ranch 218.05 acres,
South of Jackson Avenue and East of McCoy Avenue, Kern County, Wasco, California,
dated as of July 1, 2025, prepared by Advanced Environmental Concepts, Inc. for Seller.

Error! Unknown document property name.
SCHEDULE 32
Legal Description of Lease Termination Parcels
1. 	TRACT 1, PARCEL 1: APN: 047-010-01 (Affected by Residential Lease for 10200
Magnolia Avenue)
ALL THAT PORTION OF SECTION 2, TOWNSHIP 25 SOUTH, RANGE 24 EAST,
MOUNT DIABLO BASE AND MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, 	STATE OF 	CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF, LYING WESTERLY OF THE WESTERLY RIGHT OF
WAY OF THE AT&SF RAILROAD.
EXCEPTING THEREFROM 1/2 OF ALL CRUDE OIL, PETROLEUM, GAS, BREA,
ASPHALTUM AND ALL KINDRED SUBSTANCES AND OTHER MINERALS
UNDER AND IN SAID LAND AS RESERVED BY JOHN F. POOLE AND GERTRUDE
REINHARD POOLE, AS JOINT TENANTS, IN DEED RECORDED MARCH 21, 1960
IN BOOK 3250, PAGE 624 OF OFFICIAL RECORDS.
ALSO EXCEPTING THEREFROM ALL REMAINING INTEREST IN AND TO ALL
CRUDE OIL, PETROLEUM, GAS, BREA, ASPHALTUM AND ALL KINDRED
SUBSTANCES 	AND 	OTHER 	MINERALS 	IN 	AND 	UNDER 	SAID 	LAND 	AS
RESERVED BY CORNELIUS VANDER DUSSEN, A MARRIED MAN, IN DEED
RECORDED FEBRUARY 18, 1981 IN BOOK 5352, PAGE 1894 OF OFFICIAL
RECORDS.
2. 	TRACT 4, PARCEL 25: APN: 087-080-25 (Affected by Residential Lease for 25482
W. Lerdo Highway)
PARCEL 1 OF PARCEL MAP 3773, IN THE UNINCORPORATED AREA OF THE
COUNTY OF KERN, STATE OF CALIFORNIA, AS PER MAP RECORDED MAY
20, 1977, IN BOOK 18, PAGE 108 OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM, ALL THE MINERALS AND MINERAL ORES OF
EVERY KIND AND CHARACTER NOW KNOWN TO EXIST OR HEREAFTER
DISCOVERED UPON, WITHIN OR UNDERLYING THE HEREINAFTER
DESCRIBED PROPERTY OR THAT MAY BE PRODUCED THEREFROM,
INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
ALL OIL, NATURAL GAS AND HYDROCARBON SUBSTANCES, GEOTHERMAL
STEAM, BRINES AND MINERALS IN SOLUTION, AND SAND, GRAVEL AND
AGGREGATES, AND PRODUCTS DERIVED THEREFROM, TOGETHER WITH,
THE EXCLUSIVE AND PERPETUAL RIGHT OF SAID GRANTEE, ITS
SUCCESSORS AND ASSIGNS, OR INGRESS AND EGRESS IN, UPON OR OVER
SAID PROPERTY TO EXPLORE AND PROSPECT FOR, EXTRACT, DEVELOP,
SAVE, CONVEY, STORE, REFINE, PROCESS AND REMOVE THE SAME AND TO
MAKE SUCH USE OF SAID PROPERTY AND THE SURFACE THEREOF AS IS

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
NECESSARY OR USEFUL IN CONNECTION THEREWITH, WHICH USE MAY
INCLUDE THE SINKING, BORING, DIGGING OR DRILLING OF WELLS, SHAFTS
OR TUNNELS, EXCAVATING, OPEN PIT MINING AND CONSTRUCTING,
MAINTAINING AND REMOVING ROADS, WAYS, PIPE LINES, POLE LINES,
TANKS, BUILDINGS, STRUCTURES AND FACILITIES. ALL AS CONVEYED BY
SOUTHERN PACIFIC COMPANY TO BRAVO OIL COMPANY, A TEXAS
CORPORATION IN THE DEED RECORDED MAY 29, 1965, IN BOOK 3906, PAGE
30 OF OFFICIAL RECORDS, AS DOCUMENT NO. 70845.
3. 	TRACT 2, PARCEL 9: APN: 069-340-35 (Affected by Residential Lease for 25845
Kimberlina Road)
THE NORTHWEST QUARTER OF SECTION 27, TOWNSHIP 27 SOUTH, RANGE
23 EAST, MOUNT DIABLO MERIDIAN, IN THE UNINCORPORATED AREA OF
THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.
EXCEPT 95% OF ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES IN AND UNDER SAID LANDS, TOGETHER WITH THE RIGHT OF
INGRESS AND EGRESS FOR THE PURPOSES OF EXPLORATION AND
DEVELOPMENT THEREON, AS RESERVED BY ELIZABETH GLIDE WILLIAMS,
A WIDOW, EULA GLIDE ELLIOTT, A MARRIED WOMAN, DEALING WITH HER
SEPARATE PROPERTY AND CHARLES MATHIAS GOETHE, AN UNMARRIED
MAN, IN DEED DATED DECEMBER 9, 1950, RECORDED JANUARY 12, 1951, IN
BOOK 1762, PAGE 110 OF OFFICIAL RECORDS, UPON TERMS, COVENANTS
AND PROVISIONS SHOWN ELSEWHERE HEREIN.
4. 	TRACT 5, PARCEL 1: APN: 069-280-18-00 (Affected by Residential Lease for
25949 Jackson St.)
THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 22,
TOWNSHIP 	27 	SOUTH, 	RANGE 	23 	EAST, 	MOUNT 	DIABLO 	BASE 	AND
MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND
APPROVED BY THE SURVEYOR GENERAL ON JUNE 15, 1855.
EXCEPT ALL OIL AND GAS IN SAID LAND, WITH THE RIGHT TO PROSPECT
FOR, MINE AND REMOVE THE SAME PURSUANT TO THE PROVISIONS AND
LIMITATIONS OF THE ACT OF JULY 17, 1914(39 STAT. 509).
ALSO EXCEPTING THEREFROM AN UNDIVIDED 50% INTEREST IN ALL OF THE
OIL, GAS AND MINERALS NOW OF HEREAFTER LYING IN AND UNDER AND
THAT MAY BE PRODUCED FROM, ALL OF THE ABOVE DESCRIBED REAL
ESTATE, WITH THE RIGHT TO REDUCE THE SAME TO POSSESSION, AND WITH
RIGHTS OF INGRESS AND EGRESS, AND ALL RIGHTS INCIDENT TO THE
DEVELOPMENT, 	PRODUCTION, 	CONSERVATION 	AND 	TRANSPORTATION
THEREOF, FOREVER, AS RESERVED BY JOHN HANCOCK MUTUAL LIFE

20039.001/Semitropic Back Up Bid (Post-Auction) (002)
INSURANCE COMPANY IN THAT CERTAIN CORPORATION GRANT DEED
RECORDED NOVEMBER 14, 1988 IN BOOK 6181, PAGE 1169, DOCUMENT NO.
056183, KERN COUNTY RECORDS.

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

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