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1.
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Vote
its shares of common stock at Alico's annual shareholder meeting to elect
director nominees such that a majority of Alico's Board of Directors is
comprised of directors who are "independent" as defined in Nasdaq Rule
5605(a)(2).
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2.
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Not
acquire, through open market or private purchases, more than 55% of
Alico's outstanding common stock on a fully diluted
basis.
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3.
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Not
engage in any related party transaction with Alico or any of its
subsidiaries unless such transaction is approved by a majority of the
independent directors on Alico's Board of Directors (or a committee of
Alico's Board of Directors comprised entirely of independent
directors).
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Sincerely,
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ATLANTIC
BLUE GROUP, INC.
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|
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JD
Alexander President and CEO
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|
|
1.
|
Vote
its shares of common stock at Alico's annual shareholder meeting to elect
director nominees such that a majority of Alico's Board of Directors is
comprised of directors who are "independent" as defined in Nasdaq Rule
4200.
|
|
2.
|
Not
acquire, through open market or private purchases, more than 55% of
Alico's outstanding common stock on a fully diluted
basis.
|
|
3.
|
Not
engage in any related party transaction with Alico or any of its
subsidiaries unless such transaction is approved by a majority of the
independent directors on Alico's Board of Directors (or a committee of
Alico's Board of Directors comprised entirely of independent
directors).
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|
4.
|
Keep
separate the Chairman and CEO, President and CFO of Alico and the Chairman
and CEO, President and CFO of ABT, so that the top executive officer at
each company is a different
individual.
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By:
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/s/
J.D. Alexander
|
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|
President
and Chief Executive Officer
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||
|
Accepted
and agreed to:
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||
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ALICO,
INC.
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||
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By:
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||
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Dan
L. Gunter
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||
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President
and Chief Operating Officer
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||
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By:
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||
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J.D.
Alexander
|
||
|
President
and Chief Executive Officer
|
||
|
Accepted
and agreed to:
|
||
|
ALICO,
INC.
|
||
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By:
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/s/
Dan L. Gunter
|
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|
Dan
L. Gunter
|
||
|
President
and Chief Operating Officer
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||