On December 18, 2023, Peter J. Nolan announced that on December 15, 2023, Limoneira and Peter J. Nolan entered into a Cooperation Agreement. Pursuant to the Cooperation Agreement, the Company agreed, among other things, to appoint Peter J. Nolan to the Board of Directors of the Company, effective January 1, 2024, with a term expiring at the Company?s Annual Meeting of Stockholders to be held in 2026. Under the terms of the Cooperation Agreement, during the Cooperation Period, Peter J. Nolan will abide by certain voting commitments and customary standstill restrictions (subject to certain exceptions), and the parties agreed to mutual non-disparagement provisions.

The term of the Cooperation Agreement begins on December 15, 2023, and continues until the date that is 30 calendar days prior to the notice deadline under the Company?s Amended and Restated Bylaws for the nomination of director candidates for election to the Board at the Company?s Annual Meeting of Stockholders to be held in 2025, unless terminated earlier in certain circumstances.