Atlantic Blue Group, Inc. Sample Contracts

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LOAN AGREEMENT
Loan Agreement • October 1st, 2008 • Atlantic Blue Group, Inc. • Agricultural production-crops • Florida

THIS LOAN AGREEMENT (the “Loan Agreement”) is made and entered into to be effective on September 24, 2008, by and between Farm Credit of Southwest Florida, ACA, an agricultural credit association for itself and as agent/nominee for other lending institutions having an interest, direct or indirect, in the Loan (as defined hereinbelow) from time to time, whose address is 330 North Brevard Avenue, Arcadia, Florida 34266 (“Lender”), ATLANTIC BLUE GROUP, INC., ALICO HOLDING, LLC, BLUE HEAD RANCH, LLC, BLUE HEAD FARMS, LLC, BLUE HEAD CATTLE, LLC, TRI-COUNTY GROVE, LLC, PHOENIX INDUSTRIES, LLC, ATLANTICBLUE WAREHOUSING, LLC, BLUE BOX STORAGE, LLC AND FOOTMAN TRAIL, LLC (collectively, “Borrowers” and each a “Borrower”), whose addresses are P.O. Box 1318, Lake Wales, Florida 33859-1318 and the Guarantors (as defined below) (collectively, the “Parties”, each singly, a “Party”).

LOAN AGREEMENT
Loan Agreement • December 22nd, 2011 • Atlantic Blue Group, Inc. • Agricultural production-crops • Florida

This Loan Agreement (“Agreement”) is made and entered into this December 19, 2011, by and between CENTERSTATE BANK OF FLA, N.A., whose address is 500 South Florida Avenue, Suite 100, Lakeland, Florida 33801 (“Lender”) and ATLANTIC BLUE GROUP, INC., a Florida corporation, whose mailing address is Post Office Box 1318, Lake Wales, Florida 33859 (“Atlantic Blue”), BLUE HEAD RANCH, LLC, a Florida limited liability company, whose mailing address is is Post Office Box 1318, Lake Wales, Florida 33859 (“Blue Head”), and ALICO HOLDING, LLC, a Nevada limited liability company, whose address is Post Office Box 1318, Lake Wales, Florida 33859 (“Alico Holding”)(individually, a “Borrower,” or collectively, the “Borrowers”).

Contract
Atlantic Blue Group, Inc. • October 21st, 2013 • Agricultural production-crops • Delaware

Reference is made to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of October 17, 2013, by and between Alico Holding, LLC (the “Seller”), 734 Investors, LLC (the “Buyer”), solely for purposes of Section 1.3 thereof, 734 Agriculture, LLC (“Parent”) and solely for purposes of Section 6.10 thereof, Atlantic Blue Group, Inc. (“Alico Parent”). Capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Purchase Agreement.

FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • January 20th, 2009 • Atlantic Blue Group, Inc. • Agricultural production-crops • Florida

This First Amendment to Stock Pledge Agreement (the “First Amendment”) is made this 20th day of November, 2008, by Alico Holding, LLC (“Pledgor”) and Farm Credit of Southwest Florida, ACA, an agricultural credit association, for itself and as agent/nominee for other lending institutions (the “Pledgee”) (the Pledgor and the Pledgee Party, the “Parties”).

COLLATERAL ASSIGNMENT AND HYPOTHECATION SECURITY AGREEMENT
Collateral Assignment And • December 22nd, 2011 • Atlantic Blue Group, Inc. • Agricultural production-crops

THIS COLLATERAL ASSIGNMENT AND HYPOTHECATION SECURITY AGREEMENT (the “Assignment”) is made and entered into the 19th day of December, 2011, by and between CENTERSTATE BANK OF FLA, N.A., whose address is 500 South Florida Avenue, Suite 100, Lakeland, Florida 33801 (“Bank”) and BLUE HEAD RANCH, LLC, a Florida limited liability company, whose mailing address is Post Office Box 1318, Lake Wales, Florida 33859 (“Owner”) on behalf of ATLANTIC BLUE GROUP, INC., a Florida corporation, whose mailing address is Post Office Box 1318, Lake Wales, Florida 33859 (“Atlantic Blue”), and ALICO HOLDING, LLC, a Nevada limited liability company, whose address is Post Office Box 1318, Lake Wales, Florida 33859 (“Alico Holding”)(Alico Holding, Atlantic Blue and Owner shall be collectively referred to herein as the “Borrowers”) pursuant to that certain revolving line of credit loan made by Bank to the Borrowers of even date herewith in the amount of Five Million and 00/100 Dollars ($5,000,000.00) (hereinafte

THIRD AMENDMENT TO STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • December 21st, 2012 • Atlantic Blue Group, Inc. • Agricultural production-crops • Florida

This Third Amendment to Stock Pledge Agreement (the “Third Amendment”) is made this 20th day of September, 2012, by Alico Holding, LLC (“Pledgor”) and Farm Credit of Florida, ACA, an agricultural credit association, for itself, as successor by merger to Farm Credit of Southwest Florida, ACA, and as agent/nominee for other lending institutions having an interest, direct or indirect, in the Loans (as defined below) from time to time, including, without limitation, Florida Federal Land Bank Association, FLCA, a wholly-owned subsidiary of Farm Credit of Florida, ACA (the “Pledgee”) (the Pledgor and the Pledgee Party, the “Parties”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • October 1st, 2008 • Atlantic Blue Group, Inc. • Agricultural production-crops • Florida

THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made and dated this 24th day of September 2008, by Alico Holding, LLC (herein called the "Pledgor") to Farm Credit of Southwest Florida, ACA, an agricultural credit association for itself and as agent/nominee for other lending institutions having an interest, direct or indirect, in the Loan (as defined hereinbelow) from time to time (herein called the "Pledgee").

SECOND AMENDMENT TO STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • February 13th, 2009 • Atlantic Blue Group, Inc. • Agricultural production-crops • Florida

This Second Amendment to Stock Pledge Agreement (the “Second Amendment”) is made this 4th day of February, 2009, by Alico Holding, LLC (“Pledgor”) and Farm Credit of Southwest Florida, ACA, an agricultural credit association, for itself and as agent/nominee for other lending institutions (the “Pledgee”) (the Pledgor and the Pledgee Party, the “Parties”).

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • December 22nd, 2011 • Atlantic Blue Group, Inc. • Agricultural production-crops

THIS SECOND AMENDMENT TO LOAN AGREEMENT (the “Amendment”) made and entered into as of April 23, 2010, by and among FARM CREDIT OF SOUTHWEST FLORIDA, ACA, a farm credit association having the mailing address of 330 North Brevard. Avenue, Arcadia, Florida 34266, (“Lender”), ATLANTIC BLUE GROUP, INC., ALICO HOLDING, LLC, BLUE HEAD RANCH, LLC, BLUE HEAD FARMS, LLC, BLUE HEAD CATTLE, LLC, TRI-COUNTY GROVE, LLC, PHOENIX INDUSTRIES, LLC, ATLANTICBLUE WAREHOUSING, LLC, BLUE BOX STORAGE, LLC, and FOOTMAN TRAIL, LLC (collectively, the “Borrowers” and each a “Borrower”) whose mailing addresses are P.O. Box 1318, Lake Wales, Florida 33859-1318, and ATLANTICBLUE HOSPITALITY (LAKEVILLE), LLC, ATLANTICBLUE HOSPITALITY (CAS), LLC, and ATLANTICBLUE DEVELOPMENT, INC. (collectively, the “Guarantors” and each a “Guarantor”) (Lender, Borrowers, and Guarantors the “Parties”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • February 13th, 2009 • Atlantic Blue Group, Inc. • Agricultural production-crops

THIS FIRST AMENDMENT TO LOAN AGREEMENT (the “Amendment”) made and entered into as of February ___, 2009, by and among FARM CREDIT OF SOUTHWEST FLORIDA, ACA, a farm credit association having the mailing address of 330 North Brevard Avenue, Arcadia, Florida 34266, (“Lender”), ATLANTIC BLUE GROUP, INC., ALICO HOLDING, LLC, BLUE HEAD RANCH, LLC, BLUE HEAD FARMS, LLC, BLUE HEAD CATTLE, LLC, TRI-COUNTY GROVE, LLC, PHOENIX INDUSTRIES, LLC, ATLANTICBLUE WAREHOUSING, LLC, BLUE BOX STORAGE, LLC, and FOOTMAN TRAIL, LLC (collectively, the “Borrowers” and each a “Borrower”) whose mailing addresses are P.O. Box 1318, Lake Wales, Florida 33859-1318, and ATLANTICBLUE HOSPITALITY (LAKEVILLE), LLC, ATLANTICBLUE HOSPITALITY (CAS), LLC, and ATLANTICBLUE DEVELOPMENT, INC. (collectively, the “Guarantors” and each a “Guarantor”) (Lender, Borrowers, and Guarantors the “Parties”).

FARM CREDIT OF FLORIDA, ACA AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • December 21st, 2012 • Atlantic Blue Group, Inc. • Agricultural production-crops • Florida

THIS AMENDED AND RESTATED LOAN AGREEMENT (the “Loan Agreement”) is made and entered into to be effective as of the 20th day of September, 2012, by and between Farm Credit of Florida, ACA, an agricultural credit association, for itself, as successor by merger to Farm Credit of Southwest Florida, ACA, and as agent/nominee for other lending institutions having an interest, direct or indirect, in the Loans (as defined below) from time to time, including, without limitation, Florida Federal Land Bank Association, FLCA, a wholly-owned subsidiary of Farm Credit of Florida, ACA, whose address is 403 N.W. 6th Street, Okeechobee, Florida 34972 (“Lender”), Atlantic Blue Group, Inc., Alico Holding, LLC, Blue Head Ranch, LLC, Blue Head Farms, LLC, Tri-County Grove, LLC, Phoenix Industries, LLC, Atlanticblue Warehousing, LLC, and Footman Trail, LLC (collectively, “Borrowers” and each a “Borrower”), whose addresses are P.O. Box 1318, Lake Wales, Florida 33859-1318 and the Guarantors (as defined below

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 21st, 2013 • Atlantic Blue Group, Inc. • Agricultural production-crops • Delaware

STOCK PURCHASE AGREEMENT, dated as of October 17, 2013 (this “Agreement”), by and among Alico Holding, LLC, a limited liability company organized under the laws of Nevada (the “Seller”), 734 Investors, LLC, a limited liability company organized under the laws of Delaware (the “Buyer”), solely for purposes of Section 1.3, 734 Agriculture, LLC, a limited liability company organized under the laws of Delaware (“Parent”) and, solely for purposes of Section 6.10, Atlantic Blue Group, Inc., a corporation organized under the laws of Florida (“Alico Parent”).

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