On January 23, 2023, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, and Ned L. Sherwood (The Reporting Persons) entered into a cooperation and support agreement with Alex Kinzler and Barnwell Industries, Inc. to settle the potential proxy contest pertaining to the election of directors to the Board at the Company's 2023 annual meeting of stockholders. Pursuant to the Agreement, the Company agreed to nominate Woodrum, Grossman and Kinzler, along with 2 new independent directors, Joshua Horowitz and Laurance Narbut, for election to the Board at the 2023 Annual Meeting and the 2024 annual meeting of stockholders and if at any time prior to the expiration of the Standstill Period, Woodrum and Narbut are unable or unwilling to serve as a director, the Reporting Persons, so long as they maintain at least 50% of their current ownership of Common Stock, shall have the right to appoint a replacement director subject to the reasonable approval of the Board; provided, that only one Sherwood Designee may be an Affiliate of the Reporting Persons. In addition, the Reporting Persons agreed to vote their shares of Common Stock in favor of the election of the designated slate and agreed to customary standstill and voting provisions until the date that is ten business days prior to the deadline for the submission of stockholder nominations for directors for the Company's 2025 annual meeting of stockholders.