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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

November 7, 2025

Date of Report (date of earliest event reported)

 

Limoneira Company

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-34755   77-0260692
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

1141 Cummings Road

Santa Paula, CA 93060

(Address of Principal Executive Offices) (Zip Code)

 

(805) 525-5541

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share LMNR

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 


 

Item 1.01 Entry into a Material Definitive Agreement

 

On November 7, 2025, the Chilean subsidiaries of Limoneira Company (the “Company”), Fruticola Pan de Azucar S.A. (“Azucar”) and Agricola San Pablo SpA (“San Pablo” and together with Azucar, the “Sellers”), each entered into a Purchase and Sale Agreement and Novation Agreement (collectively, the “Purchase Agreements”) with San Pedro, SpA, a Chilean joint stock company (the “Buyer”) pursuant to which the Sellers sold, and the Buyer purchased, certain real estate parcels consisting of a total of 500 acres of lemons, 100 acres of oranges and other unplanted lands including water rights associated with the parcels for an aggregate purchase price of $14,967,190. The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements.

 

After a period of 60-90 days to record the transactions, which period is customary in Chilean real estate transactions, the Buyer will make an initial payment to the Sellers in the aggregate amount of $6,800,000. The remainder of the Buyer’s payment obligations, in the aggregate amount of $8,167,190, will be made in installment payments to the Sellers in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and the Buyer’s citrus ranch operations, Fruticola Bellavista SpA, measured annually as of March 31 until the remaining balance is paid in full (the “Balance Payments”). Following the final Balance Payment, the Buyer will also make an additional payment to the Sellers, in an amount equal to 50% of the prior year’s Balance Payment. The Buyer’s payment obligations are secured by a pledge on its corporate equity interests in favor of the Sellers.

 

The foregoing description of the transactions contemplated by the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated into this Item 1.01 by reference. Exhibits 10.1, 10.2, 10.3 and 10.4 have been translated from the original Spanish. If any discrepancy exists between the official Spanish versions and the English translations filed hereto, the official Spanish versions shall prevail.

 

Item 8.01 Other Events

 

On November 13, 2025, the Company issued a press release announcing the sale of its Chilean properties. The foregoing description of the press release is qualified entirely by reference to the complete text of the press release furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

10.1 Purchase and Sale Agreement, dated November 7, 2025 by and between Agricola San Pablo SpA and San Pedro, SpA.
10.2 Purchase and Sale Agreement, dated November 7, 2025 by and between Fruticola Pan de Azucar S.A. and San Pedro, SpA.
10.3 Novation Contract, dated November 7, 2025 by and between Agricola San Pablo SpA and San Pedro, SpA
10.4 Novation Contract, dated November 7, 2025 by and between Fruticola Pan de Azucar S.A. and San Pedro, SpA
99.1 Press Release, dated November 13, 2025.
  104  Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 13, 2025   LIMONEIRA COMPANY
     
  By: /s/ Mark Palamountain
    Mark Palamountain
    Chief Financial Officer and Treasurer

 

 

 

EX-10.1 2 tm2530989d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

REPERTOIRE Nº

TRADE

SAN PEDRO SpA

To

AGRÍCOLA SAN PABLO SpA

ENDORSABLE MORTGAGE MUTUAL

PENTA VIDA COMPAÑÍA DE SEGUROS DE VIDA S.A.

To

SAN PEDRO SpA

 

In Santiago de Chile, in the year two thousand and twenty-five, before me, MAGDALENA SOFÍA LATORRE LARRAÍN, Lawyer, Acting Notary Public of the Fifth Notary of Santiago, according to Decree number four hundred and eighty-five of the Illustrious Court of Appeals of Santiago, with address at Avenida El Golf number ninety-nine, office one hundred and one B, Las Condes, Santiago, APPEAR: One) AGRÍCOLA SAN PABLO SpA, a company of the line of business of its name, Single Tax Roll number seventy-six million eight hundred ninety-six thousand four hundred thirty-two dash seven, represented, as will be accredited, by Mr. RODRIGO JAVIER SEOANE MAGNASCO, Chilean, married, lawyer, national identity card number nine million nine hundred seven thousand seven hundred and thirty seos dash zero, both domiciled for these purposes in this city, Avenida Vitacura number two thousand nine hundred sixty-nine, office three hundred two, commune of Las Condes, Metropolitan Region, hereinafter also and indistinctly referred to as the "Seller"; Two) SAN PEDRO SpA, a company in the area of its name, Single Tax Roll Number seventy-eight million eighty-three thousand two hundred ninety-six indent seven, represented, as will be accredited, by Mr.

 

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ARNALDO GORZIGLIA CHEVIAKOFF, Chilean, married, lawyer, national identity card number ten million eight hundred forty-three thousand nine hundred sixty-three indent seven, and by Mrs. CATALINA WESTON D ́ALBUQUERQUE, Chilean, married, lawyer, national identity card number sixteen million five hundred fifty-five thousand three hundred eighty-two dash nine, all domiciled for these purposes in this city, Avenida Vitacura Number five thousand two hundred fifty, office seven hundred five, commune of Vitacura, Metropolitan Region, hereinafter also and indistinctly referred to as the "Debtor", the "Debtor", the "Buyer" or the "Mutual"; Three) VICTUS CHILE PRIVATE INVESTMENT FUND, Single Tax Roll number seventy-six million three hundred fifty-one thousand two hundred seven dash k, represented, as will be accredited, by SEMBRADOR CAPITAL DE RIESGO S.A., INVESTMENT FUND MANAGEMENT COMPANY, Single Tax Roll number ninety-nine million five hundred eighty-two thousand six hundred twenty indent eight, who also appears for himself, represented in turn by Mr. ARNALDO GORZIGLIA CHEVIAKOFF and Mrs.

 

2


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

CATALINA WESTON D ́ALBUQUERQUE, both already individualized, all domiciled for these purposes in this city, Avenida Vitacura number five thousand two hundred fifty, office seven hundred five, commune of Vitacura, Metropolitan Region, hereinafter also and indistinctly referred to as "FIP Victus" and "Sembrador Capital" respectively; and Four) PENTA VIDA COMPAÑÍA DE SEGUROS DE VIDA S.A., Sociedad Anónima de Seguros de Vida, Single Tax Roll number ninety-six million eight hundred twelve thousand nine hundred and sixty dash zero, represented, as will be accredited, by PENTA AMH SERVICIOS FINANCIEROS S.A., a public limited company managing agent of endorsable mortgage mutual funds, Single Tax Roll number ninety-six million seven hundred seventy-eight thousand seventy indent seven, who also appears on her own, in her capacity as managing agent of the mutual mortgage that is granted, represented in turn by Mrs. MARÍA DE LOS ÁNGELES GAZMURI MUNITA, Chilean, married and totally separated from property, commercial engineer, identity card number ten million nine hundred fifty-one thousand four hundred seven indent one, and by Mrs. ANA MARÍA SCHEPELER VALENZUELA, Chilean, single, civil engineer, identity card number ten million eight hundred three thousand three hundred fifty-three indent three, all domiciled for these purposes in this city, Hendaya Street number sixty, floor, seven, commune of Las Condes, Metropolitan Region, hereinafter referred to indistinctly as the "Creditor"; all the parties of legal age, who prove their identity with their respective documents and state that they have agreed to the following purchase and sale contract and endorsable mortgage mutual agreement, subject to the provisions of Title V of Decree with Force of Law number two hundred and fifty-one of nineteen hundred and thirty-one and its subsequent amendments, to General Rule number one hundred and thirty-six, issued by the Superintendence of Securities and Insurance, now the Financial Market Commission, on April 4, 2002, to the other pertinent regulatory norms and to the following stipulations: FIRST: REAL ESTATE AND WATER RIGHTS. One. One. Property.

 

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Agrícola San Pablo SpA is the owner of the following property (hereinafter also referred to as the "Property"): Property called "FUNDO SAN PABLO", located in the commune of La Serena, which according to the plan added under number three hundred and fifty-five at the end of the Property Registry of the year two thousand and two, has the following boundaries: to the SOUTHWEST, to the WEST and NORTHWEST: a line formed by the union of the segments drawn on the plan between the coordinates A and B, B and C, C and D, D and E, E and F, and F and Nine of the plan, with Fundo San Pedro and its annexed estancia; to the NORTHWEST: a line made up of the segment drawn on the plan between coordinates nine and ten of the plan, with sublot A Two and a line made up of the segment drawn on the plan between coordinates ten and G of the plane, with sublot A Three; to the NORTH: a line made up of the segment drawn on the map between the G and H coordinates of the plan, with wasteland of the Lambert village; and to the NORTHEAST, to the EAST and to the SOUTHEAST: a line formed by the segment drawn on the map between the H and A coordinates of the plan with Quebrada Santa Gracia. The property has been assigned the role of appraisal number one thousand eighty-six dash seven of the commune of La Serena. He acquired it by tradition made by the company Frutícola San Pablo SpA, as stated in the public deed of sale of July 17, 2018, granted in the Notary of Santiago of Mr. Iván Torrealba Acevedo. The domain in his name is registered on pages seven thousand three hundred seventy-five number five thousand one hundred ten of the Property Registry of the Conservator of Real Estate of La Serena corresponding to the year two thousand eighteen. The Real Estate is understood to include all real estate by adhesion or destination that is part of the Property, including irrigation equipment, constructions, plantations, fences, installations and other improvements incorporated into it. One. Two. Water Rights. Agrícola San Pablo SpA is the holder of the following water use rights (hereinafter also jointly the "Water Rights"). /i/ Right of consumptive use of groundwater of permanent and continuous exercise for a flow of twelve liters per second, in the sector of Lambert, commune of La Serena, waters that are captured by mechanical elevation from a well ten inches in diameter and sixty-eight meters deep, located inside the property called "Fundo San Pablo", located in the commune of La Serena, at a point determined by the coordinates U.T.M.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

(m): North: six million six hundred ninety-six thousand five hundred sixty-three; and East: two hundred and ninety-five thousand two hundred seven. The title deed of the property where said well is located consists of the inscription of folios seven thousand three hundred seventy-five number five thousand one hundred ten of the Property Registry of the year two thousand eighteen. He acquired it by tradition made by the company Frutícola San Pablo SpA, as stated in the public deed of sale of July 17, 2018, granted in the Notary of Santiago of Mr. Iván Torrealba Acevedo. The domain in his name is registered on page ninety-one number seventy-four of the Water Property Registry of the Conservator of Real Estate of La Serena corresponding to the year two thousand and eighteen. /ii/ Water use rights consisting of one hundred and seventeen point four shares of the El Romero Canal, of a permanent, continuous and consumptive type, or seventy-two hours of irrigation to the complete canal every six days, which are used for the irrigation of the property called "FUNDO SAN PABLO", located in the commune of La Serena, which according to the plan added under the number three hundred and fifty-five at the end of the Property Registry of the year two thousand and two, has the following boundaries: to the SOUTHWEST, to the WEST and to the NORTHWEST: a line formed by the union of the segments drawn on the plan between coordinates A and B, B and C, C and D, D and E, E and F, and F and Nine of the plan, with Fundo San Pedro and its annexed estancia; to the NORTHWEST: a line made up of the segment drawn on the plan between coordinates nine and ten of the plan, with sublot A Two and a line made up of the segment drawn on the plan between coordinates ten and G of the plane, with sublot A Three; to the NORTH: a line made up of the segment drawn on the map between the G and H coordinates of the plan, with wasteland of the Lambert village; and to the NORTHEAST, to the EAST and to the SOUTHEAST: a line formed by the segment drawn on the map between the H and A coordinates of the plan with Quebrada Santa Gracia.

 

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The title deed of the demarcated lot consists of the registration of folios seven thousand three hundred seventy-five number five thousand one hundred ten of the Property Registry of the year two thousand eighteen. He acquired it by tradition made by the company Frutícola San Pablo SpA, as stated in the public deed of sale of July 17, 2018, granted in the Notary of Santiago of Mr. Iván Torrealba Acevedo. The domain in his name is registered on page ninety-two number seventy-five of the Water Property Registry of the Conservator of Real Estate of La Serena corresponding to the year two thousand eighteen. /iii/ Right to use water equivalent to twenty-five shares of water of the El Romero Canal, each contributing the amount of twelve point five shares of water, with which the Loreto Farm is irrigated. He acquired it by tradition made by the companies Inversiones HVAR SpA and Inversiones Puertas del Elqui SpA, as stated in the public deed of sale dated December twenty-two, two thousand and twenty, granted in the Notary of La Serena of Mr. Rubén Reinoso Herrera. The domain in his name is registered on page seventy-eight number fifty of the Water Property Registry of the Conservator of Real Estate of La Serena corresponding to the year two thousand and twenty-one. SECOND: SALE. By this instrument, Agrícola San Pablo SpA, through its appearing representative, sells, assigns and transfers to San Pedro SpA, which, through its appearing representatives, purchases, accepts and acquires for itself the Real Estate and the Water Rights individualized in the previous clause.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

THIRD: PRICE OF THE SALE. Three. One. The purchase price is the amount of one hundred and fifty-nine thousand five hundred and nine point forty-nine Unidades de Fomento in its equivalent in pesos as of today, which the Buyer pays as follows: /i/ With fifty-one thousand six hundred fifty-four point twenty-six Unidades de Fomento in its equivalent in pesos as of today, paid herein in cash and in cash to the Seller to her full and total satisfaction; and /ii/ With one hundred and seven thousand eight hundred and fifty-five point twenty-three Development Units in their equivalent in pesos as of today, which the Buyer pays to the Seller out of the endorsable mutual mortgage that Penta Vida Compañía de Seguros de Vida S.A. grants to the Buyer for the same amount, in accordance with the provisions of the seventh clause of this instrument, under the conditions and modalities indicated below, which are expressly accepted by the parties. Three. Two. The Selling Party declares to have received to its full satisfaction the entire price indicated in number Three. One. and, therefore, declares it fully paid. Consequently, the Buyer and Seller parties expressly waive the resolutory actions that may emanate from this contract, reciprocally granting each other the broadest, most complete and total settlement, without prejudice to those conditions referred to in numbers Six. Two and Six. Three next. Three. Three. The parties hereby state that, for the sole purpose of the present sale, they have valued the Property and the Water Rights that are transferred as follows: /i/ one hundred and thirty-six thousand twenty-one point thirty-two Development Units for the San Pablo Estate individualized in number One.

 

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One. of the first clause above; /ii/ three thousand three hundred and eighty-seven point seventy-two Development Units for the right of consumptive use of groundwater of permanent and continuous exercise for a flow of twelve liters per second individualized in the romanito /i/ of number One. Two. of the first clause above; /iii/ sixteen thousand five hundred seventy-one point fifty-eight Development Units for the rights of use of water consisting of one hundred and seventeen point four shares of the El Romero Canal individualized in the romanito /ii/ of number One. Two. of the first clause above; and /iv/ three thousand five hundred twenty-eight point eighty-seven Development Units for the right to use water equivalent to twenty-five shares of water of the El Romero Canal individualized in the romanito /iii/ of number One. Two. of the first clause above. FOURTH: MATERIAL DELIVERY OF WHAT HAS BEEN SOLD. The material delivery of what is sold takes place in this act, to the satisfaction of the Buyer. The Seller declares that there are no workers or other people working in the Sold Property. In addition, the Seller undertakes to hold the Buyer harmless from any claim, indemnity, sanction or fine that may affect it due to the employment relationship that united or unites the Seller with the workers who work or worked in the Sold Property, or due to the termination of their contracts, being obliged to reimburse the Buyer for any payment that the Buyer must make for the aforementioned concepts. FIFTH: CONDITIONS OF SALE. The Real Estate and the Water Rights are sold as a certain species or body, with all its rights, existing or eventual, its uses, customs and its active and passive easements, in the state in which they are present, free of all debt, liens, mortgages, prohibitions, embargoes, litigation, declaration of family property, precautionary measures, and of all any preferential rights of third parties or of any other act or contract.

 

8


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

whether or not it contains suspensive and/or resolutory conditions, or other limitation to the domain that prevents its free and unconditional assignment or transfer to the Buyer, or that may limit or prevent its full use and enjoyment and its free disposal, the Seller being responsible for the remediation and eviction in accordance with the law. SIXTH: MUTUAL. Six. One. By this act, Penta Vida Compañía de Seguros de Vida S.A., represented in the manner indicated in the appearance, lends and delivers to the Mutual Society, which declares to receive to its full satisfaction, granting the respective cancellation, the amount of one hundred and seven thousand eight hundred and fifty-five point twenty-three Unidades de Fomento, in its equivalent in pesos legal currency on this date, who will allocate it in its entirety to the payment of the purchase price indicated in the third clause above. Six. Two. This mutual agreement is subject to the resolutory condition consisting of that, within a period of one hundred and twenty days from the date of this instrument, the mortgages and prohibitions that are hereby constituted in favor of the Creditor as the only encumbrances or limitations to the ownership of the Property and the Water Rights singled out in the first clause are not registered. in the Registers of Mortgages and Encumbrances, in the Registers of Mortgages and Water Liens, in the Registers of Interdictions and Prohibitions of Alienation, and in the corresponding Registers of Interdictions and Prohibitions of Alienation of Water, as the case may be.

 

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Six. Three. In the event that the aforementioned resolutory condition is met, that is, that within a period of one hundred and twenty days from the date of this instrument, the first mortgages and prohibitions that are hereby constituted in favor of the Creditor have not been registered in all the pertinent conservatory registries, as the only encumbrances or limitations to the ownership of the Property and the Water Rights singled out in the first clause, This contract will be terminated ipso-facto and by operation of law, without the need for a judicial or extrajudicial declaration, requirement, communication or act of any nature and without liability for the parties. SEVENTH: TIME AND FORM OF PAYMENT OF THE MUTUAL FUND. Seven. One. The Mutual Society, duly represented by its representatives, undertakes to pay to the order of Penta Vida Compañía de Seguros de Vida S.A., the aforementioned amount of one hundred and seven thousand eight hundred and fifty-five point twenty-three Development Units, plus the interest indicated below, within a period of one hundred and twenty months. counted from the date of this contract, by means of one hundred and fifteen monthly, advance and successive dividends. The collection of the aforementioned dividends will be carried out by Penta AMH Servicios Financieros S.A., to whom Penta Vida Compañía de Seguros de Vida S.A. has entrusted the administration of the mutual fund that is granted, or by whoever succeeds him in said administration. The monthly dividends will be: /i/ the first dividend, amounting to two thousand nine hundred and sixty-seven point eight hundred and fifty-two thousand three hundred and sixty-four Development Units, which includes the interest accrued from this date until the first day of the seventh month following that of this contract; /ii/ from dividend number two to number one hundred and thirteen, both inclusive, equivalent to five hundred and seven point eight hundred ninety thousand two hundred and seventy-eight Development Units each, which correspond exclusively to interest; and /iii/ the last, equivalent to one hundred and eight thousand three hundred and sixty-three point one hundred and twenty thousand two hundred and seventy-eight Development Units, which will correspond to amortization of the principal and interest.

 

10


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

The aforementioned dividends will include the amortization and/or interest indicated in each case in the development table that is protocolized together with this public deed as "Annex I", with this same date and in this same Notary's Office, under the number of repertoire __________. The compound interest rate, real annual interest that accrues the present mutual will be five point eight percent. Dividends shall be paid monthly and in advance, within the first ten days of each month, and the first dividend shall be paid within the first ten days of April of the year two thousand and twenty-six. Notwithstanding the foregoing, the fee to be paid by the Mutual Society shall include, in addition to the monthly dividend, the premiums corresponding to the fire insurance and its additional seismic insurance, as well as that of any other additional premiums that the Financial Market Commission determines, as of the date of this contract, in the event that the contracting of the same insurance and the payment of the respective premiums are made by the Creditor.

 

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The monthly dividend to be paid is obtained by multiplying the amount of the debt referred to above, expressed in Development Units, i.e., one hundred and seven thousand eight hundred and fifty-five point twenty-three Development Units, by the factors that correspond to each of the one hundred and fifteen dividends, starting from dividend number one, contained in the following development tables prepared for these purposes by Penta AMH Servicios Financieros S.A., in the representation that appears, /i/ in that prepared by way of example for a loan or obligation of a Development Unit; and /ii/ in that prepared in accordance with the mutual agreement granted by this instrument, those that the Mutual Society declares to know and accept, and which are protocolized together with this public deed, on the same date and in this same Notary's Office, under the number of repertoire _____________, both tables together as Annex I. The parties expressly state that the aforementioned tables are an integral part of this deed for all legal and contractual purposes that may be applicable. It is expressly stipulated that all the obligations arising from this contract for the Mutual Society will be indivisible for all legal purposes. Seven. Two. Dividends must be paid in cash and in pesos according to the value of the Unidad de Fomento on the date of effective payment. If, for any reason, the readjustment mechanism based on the Unidad de Fomento is repealed, its calculation formula is eliminated or modified, or any alteration to said readjustment unit is established, Penta Vida Compañía de Seguros de Vida S.A. or whoever is the holder of the mutual fund on that date, may choose to apply as a substitute regime the Consumer Price Index determined by the National Institute of Statistics and Census or the agency that replaces or takes its place, in terms that the outstanding dividends will be readjusted in the same percentage to the variation experienced by the aforementioned Consumer Price Index, for the period between the previous calendar month corresponding to the last one in force of the Unidad de Fomento and the calendar month prior to the one in which the respective dividend payment is due.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Notwithstanding the foregoing, in the event of simple delay and/or default, the dividend shall accrue from the day following the expiration of the term for its payment, a penal interest equal to the maximum that the law allows to stipulate for this type of credit operations of money in adjustable national currency. In the event of simple delay and/or delay in the performance of its obligations arising from this contract, the Mutual Society will pay the same maximum interest indicated above on all the sums that Penta Vida Compañía de Seguros de Vida S.A. or whoever is the holder of the mutual fund on that date, has disbursed to make effective the obligations arising from this contract or for the due protection of its guarantees. as well as for the sums that he advances for insurance premiums, real estate taxes that are levied on the Real Estate that is mortgaged, as well as for any sum that the Creditor has to disburse on the occasion of this loan. Seven. Three. Penta Vida Compañía de Seguros de Vida S.A., acting through the managing agent of the mutual mortgage granted by Penta AMH Servicios Financieros S.A. or whoever succeeds him in that capacity, will grant a receipt for the payment of the dividends, indicating separately the amounts corresponding to the amortization of capital, interest and other concepts authorized by the Financial Market Commission. Seven. Four. The payments and other operations to which this instrument gives rise shall be made at the offices of the Creditor indicated in the appearance, by deposit in a Current Account, electronic transfer and/or through the means of payment that the Creditor duly informs the Mutual Society, or at the place that the latter duly communicates to the Debtor by registered letter.

 

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addressed to the address registered with the administrative agent of the mutual fund, no less than sixty days before it begins to apply. The new place of payment will be located within the city of Santiago, unless otherwise agreed in writing between the parties. EIGHTH: ENDORSEMENT. The parties expressly state that the loan or credit granted in this instrument by the Creditor to the Mutual Society is to order and therefore transferable by endorsement, in accordance with the provisions of Decree with Force of Law number two hundred and fifty-one of nineteen hundred and thirty-one and its subsequent amendments and General Rule number one hundred and thirty-six, issued by the Superintendence of Securities and Insurance, today the Financial Market Commission, on April 4, 2002 and, in this sense and in compliance with those provisions, the Notary who authorizes this deed will grant only an authorized endorsable copy of it, which will be delivered to Penta Vida Compañía de Seguros de Vida S.A. The endorsement must be in writing, placed either below, in the margin or on the back of the authorized copy of this deed. Such endorsement must bear the indication of the full names and surnames or company name of the assignee or endorsee, its domicile, its date and the signature of the assignor. It is expressly stated that the endorsee or assignee may, in turn, endorse this credit again in compliance with the formalities already mentioned, this credit being equally susceptible to future similar endorsements. Credits may only be transferred in their entirety, and may not be partially assigned, nor may they be shared. The endorsement will always be without liability for the assignor, who is only responsible for the existence of the credit. The assignment or endorsement shall include, by that fact alone, the transfer of the guarantees, rights and privileges that access said credit in favor of the assigning creditor, the endorsement being noted in the margin of the pertinent mortgage registration of the property that is delivered as collateral.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Likewise, it is agreed that the assignment or endorsement will mean that the administration of this mutual agreement and the collection of the corresponding dividends will be carried out by the assignee creditor, or whoever he designates, if applicable. NINTH: REQUIREMENTS AND CONDITIONS FOR THE ADVANCE PAYMENT OF THE MUTUAL FUND. Nine. One. Voluntary Prepayments. As of the thirty-sixth month from this date, the Mutual Society will have the right to pay in advance the entire balance due of the mutual fund, having to pay interest accrued up to the date of effective payment, plus a prepayment fee, the amount of which will be the equivalent in pesos to the value of six months of interest calculated on the capital that is prepaid. as indicated in the aforementioned Annex I. Nine. Two. Without prejudice to the specific provisions of the law in the case of guarantees associated with mortgage loans, in order for the Debtor to terminate this contract early, it must pay in full the balance of the mutual fund due on the respective date, as well as the other amounts derived therefrom, including the corresponding interest and the corresponding prepayment commission. as indicated in the preceding paragraphs. The Creditor may not delay its termination, it being understood that there will be a delay if any unjustified delay of more than ten working days is verified, counted from the date of payment of any amount owed to the Creditor by the Debtor. In the cases indicated in paragraph Nine. One. above, the Debtor must notify the Creditor of its intention to pay part or all of the balance of the mutual fund in advance, at least sixty days prior to the date on which it wishes to make such payment.

 

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Nine. Three. Penta AMH Servicios Financieros S.A., as administrator of the mutual fund, or whoever succeeds it in said administration, may reject any advance payment that does not comply with the conditions indicated in the preceding paragraphs. In the case of advance payments, they shall be made in current currency and for the equivalent in pesos of the value of the Unidad de Fomento on the date of the actual payment. By virtue of partial advance payments, the value of the monthly dividends subsequent to it will be reduced proportionally, without altering the residual term of the debt. The Debtor's request for advance payment must be submitted in writing to the Creditor, who will issue, within five business days from the date of said request, a settlement of the debt indicating the exact amount to be paid for the early termination of the current credit. Nine. Four. The Parties place on record that on this same date and in this same notary's office, under repertoires numbers ___________________ and ___________________, they additionally entered into two endorsable mutual mortgage contracts, hereinafter referred to jointly with this contract, as the "Three Endorsable Mutual Mortgages", through which the real estate and water rights duly individualized in clause were mortgaged first of each of them. In view of the foregoing, the Parties agree that the Mutual Society may, in compliance with the requirements and conditions established in the respective contracts, simultaneously exercise the right of advance payment for the total balance owed under the Three Endorsable Mortgage Mutual Funds, which will not require the prior approval of Penta Vida Compañía de Seguros de Vida S.A.

 

16


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

However, in the event of exercising the right to advance payment for the total balance owed under one or two of the Three Endorsable Mortgage Mutual Funds, the Mutual Fund will require the prior approval of Penta Vida Compañía de Seguros de Vida S.A. This approval will be subject to the reevaluation of the credit with respect to the mutual mortgages that are not prepaid and their corresponding guarantee by Penta Vida Compañía de Seguros de Vida S.A., the Creditor being able to request new appraisals of the Property and the Water Rights at the cost of the Mutual Society and refuse the prepayment and the corresponding lifting without stating cause. Nine. Five. Mandatory prepayments (Cash Sweep). Nine. Five. One. Without prejudice to the Mutual's power to make voluntary advance payments in accordance with the provisions of this clause, the Mutual Society undertakes, as of the year two thousand and twenty-seven, to allocate the excess cash flow generated in its operation to pay in advance the balance due from the mutual funds, in the manner and under the conditions indicated below. Nine. Five. Two. On an annual basis, during the first five days of March, the Mutual Society will be obliged to provide the Creditor with an Excel spreadsheet in which the "Net Surplus Flows" of the immediately preceding agricultural season will be determined, as defined in the document that is protocolized together with this public deed as "Annex II", with this same date and in this same Notary's Office. under the repertoire number ___________, accompanying all the supporting documentation necessary to corroborate the information contained in said form and any other documentation that the Creditor additionally requires, such as accounting books and audited financial statements. Nine. Five. Three. The Mutual Society must allocate all the Surplus Net Flows to the prepayment of the Three Endorsable Mortgage Mutual Funds up to the limit of twenty percent of the capital initially owed under them.

 

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By virtue of the foregoing, each annual mandatory prepayment made with Surplus Net Flows may not exceed twenty percent of the total initial capital of the Three Endorsable Mortgage Mutual Funds, as defined in number Nine. Four. precedent. Therefore, in the event that the Mutual Society wishes to allocate an additional amount to twenty percent of the capital initially owed for prepayment, it will be considered a voluntary prepayment, and the requirements and obligations established in number Nine must be fulfilled for this purpose. One. previous. Nine. Five. Four. The Mutual Society may allocate each annual mandatory prepayment made with Surplus Net Flows to one or more of the Three Endorsable Mortgage Mutual Funds of its choice, and must communicate such decision to the Creditor at least thirty days prior to the effective payment date. However, after receiving such communication, Penta Vida Compañía de Seguros de Vida S.A. may refuse the destination proposed by the Mutual Society if on the occasion of the same the debt related to one or two of the Three Endorsable Mortgage Mutual Funds may be extinguished. Nine. Five. Five. During the first five days of April of each year and after the Creditor has expressed its agreement with the determination of the Net Surplus Flows for the respective season, the Mutual Society will pay the Net Surplus Flows to the Creditor in the manner provided in number Seven. Four. of the seventh clause above. Nine. Five. Six. In the event that the Creditor objects to the determination of the Net Surplus Flows and this has not been corrected by the first day of the current April, the Mutual Society must pay the undisputed part of the Net Surplus Flows.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Likewise, Penta Vida will be empowered to request the disclosure of all the accounting books and records kept by the Mutual Society. If the Creditor detects that the documentation provided is erroneous or incomplete, the Mutual Society will be considered to have committed a serious breach of the obligations imposed by this mutual agreement, and the Creditor will be entitled to exercise the rights conferred on it in number Twelve. One. of the twelfth clause below. Nine. Five. Seven. Once the objections to the determination of the Net Surplus Cash Flows have been resolved to the satisfaction of both parties, if any, the Mutual Society shall pay the Creditor the corresponding difference within the following ten calendar days. Nine. Six. Mandatory prepayments due to debt-guarantee ratio. Nine Six. One. The Debtor authorizes the Creditor to contract, every two years or when it deems appropriate, a new appraisal of the economic unit composed of the Property, the Water Rights and the other assets and constructions that are in the Property intended for its agricultural exploitation and is obliged from now on to accept the determination made in this regard by the appraiser. Nine. Six. Two. If, during the term of this mutual agreement, the unpaid balance is greater than sixty percent of the commercial value of the Property and the Water Rights, considering plantations, constructions, installations or other assets other than those indicated existing in the Property, which are considered in the new appraisal carried out, the Debtor will be obliged to make a partial prepayment for the amount necessary for the unpaid balance of the mutual fund to be equal to or less than sixty percent of the property. percent of the value of the assets indicated by the aforementioned new appraisal. Nine. Six. Three.

 

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Likewise, if during the term of this mutual agreement, the unpaid balance is greater than eighty percent of the commercial value of the Property and the Water Rights, without considering plantations, constructions, installations or other assets other than those indicated, according to the new appraisal made, the Debtor will be obliged to make a partial prepayment for the amount necessary so that the unpaid balance of the mutual fund is equal to or less than eighty percent of the value of the Property and the Water Rights indicated by the aforementioned new appraisal. Nine. Six. Four. The mandatory prepayments established in numbers Nine. Six. Two. and Nine. Six. Three. precedents must be made in the manner provided in number Seven. Four. of the seventh clause of this instrument, and within a period of fifteen days from the time it is requested by the Creditor. Nine. Seven. If the Mutual Society fails to comply with its obligation to make the mandatory prepayments referred to in this clause within the periods stipulated for this purpose, it will be considered that it has committed a serious breach of the obligations imposed by this instrument, entitlement to the Creditor to exercise the rights conferred on it in number Twelve. One. of the twelfth clause below. Nine. Eight. The Debtor shall be responsible for the costs associated with the procedure for determining the Net Surplus Flows, appraisals and, in general, all operational expenses related to the analyses necessary for the determination of the debt-collateral ratio and the obligation or appropriateness to make mandatory or voluntary prepayments, as applicable, in accordance with the provisions of this clause. TENTH: MORTGAGE AND PROHIBITIONS. Ten. One.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

In order to guarantee the exact, complete and timely compliance with each and every one of the obligations that the Mutual Society has arising from this instrument, including the full payment of the principal, interest, adjustments and fines, as well as the reimbursement of collection and other expenses incurred, it constitutes the first mortgage in favor of Penta Vida Compañía de Seguros de Vida S.A. on the Property and the Water Rights individualized in the first clause. The above mortgage includes all real estate that by adhesion or destination belongs or is deemed to belong to the Property, its natural and civil fruits, increases and useful, necessary or voluntary improvements. Ten. Two. Likewise, in this act and by this instrument, the Debtor undertakes not to alienate or promise the alienation by sale or any transferable title of ownership, encumber in any way, constitute real or personal rights of any nature in favor of third parties, subdivide, demolish in whole or in part the Property or the existing constructions or that will be built on it, carry out any transformation or alteration to the Property and/or the Water Rights, nor lease or sublease the Property and/or the Water Rights in whole or in part by public deed, or allow their lease or sublease; without the prior written consent of an authorized representative of the Creditor, until the full payment of the mutual object of this instrument, including readjustments, interest and fines, all prohibitions that must be registered in the corresponding registry together with the mortgages that are constituted by this instrument. Likewise, it is prohibited for the Debtor to carry out or authorize third parties to carry out any kind of mining exploration or exploitation work in the Property. Ten. Three. Penta Vida Compañía de Seguros de Vida S.A., represented in the manner indicated in the appearance, expressly accepts the constitution of the mortgage and the prohibitions in its favor referred to in the preceding paragraphs.

 

21


  

Ten. Four. The Mutual Society is obliged to keep up to date the payment of the land tax, municipal rights, patents, and other taxes or levies of the Property, as well as the association fees of canals or water communities and patents that may be levied on the Water Rights. Likewise, the Mutuaria undertakes to keep up to date with the payment of the debt in favor of the Chilean Treasury with which the right to use water is transferred, consisting of one hundred and seventeen point four shares of the Puclaro Intendente Fuentealba Reservoir, as stated in the deed granted on this same date and in this same notary's office under repertoire number __________________________. If it does not do so, the Mutual Society authorises the Creditor to pay them on behalf of the Mutual Society. ELEVENTH: INSURANCE. Eleven. One. During the entire period of validity of the mutual agreement and until the full payment of any sum owed to the Creditor by virtue of it, the Property, the real estate by adhesion and the real estate by destination must be insured against all normal and insurable risks that may affect them, including the risks of fire with additional earthquakes, acts of nature, terrorist and/or malicious acts, explosion and other additional clauses of the fire policy. Eleven. Two. The insurance must be contracted, renewed and maintained by the Debtor in any of the national insurance companies with a risk classification of at least A+ made by a rating company approved by the Financial Market Commission, for a sum sufficient for the Property to remain fully insured at all times in accordance with its commercial value, deducting the value of the land. The beneficiary of the insurance must be the Creditor.

 

22


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

The insurance policies contracted by the Debtor may be analyzed for their conformity by an external advisor chosen by Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund or the assignee of the mutual fund. The aforementioned advice must determine whether the policy adequately guarantees the interests of the Creditor in the event that a loss covered by the coverage of the policy(s) contracted actually occurs. If the policies are rejected, they must be corrected and made available again for the analysis of the aforementioned external advice, and if after this second review they are rejected again, Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund or the assignee of the credit, as the case may be, may directly contract the insurance at the expense of the Debtor. who must reimburse the sums paid for these concepts plus the maximum conventional interest that governs at the time of payment, together with the payment of the dividends of the mutual fund. The Debtor states that the external advice that analyzes the insurance policies is an additional service that it freely accepts from now on. Likewise, the Debtor in the corresponding policies must authorize Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund or the assignee of the credit so that it, at its discretion, appoints an insurance broker, who will have the power to audit and control compliance with the terms and conditions of the policies contracted. such as its validity, its maturities, payment statuses, among other stipulations of interest for the Creditor. Furthermore, both parties understand and accept that Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund or the assignee of the credit, may, at any time during the term of this contract, request an insurance company to inspect the mortgaged property as well as replace the insurance broker indicated above.

 

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Eleven. Three. In the event that the Debtor does not take out the insurance referred to in the preceding paragraphs, which shall be considered a serious breach of the obligations imposed on the Debtor by this contract, Penta AMH Servicios Financieros S.A. may do so in its capacity as managing agent of the mutual fund or the assignee of the credit, at the cost and expense of the Debtor. who will have the right to collect the value of the premiums paid together with the future dividends not earned, plus the maximum interest that the law allows to stipulate. No liability of any nature shall arise for the Creditor, nor may it be understood that it waives any right in accordance with this contract or the law, in the event of not proceeding to take out the aforementioned insurance in the manner established in this instrument, nor for claims that for any reason are not duly covered or insured. Furthermore, the Debtor releases the Creditor and Penta AMH Servicios Financieros S.A. from all liability in its capacity as managing agent of the mutual fund or the assignee of the credit for the quality and coverage of the insurance contracted, whatever the cause that has caused its contracting. Thus, claims or securities not covered by the policies contracted by Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund or the assignee of the credit, must in all cases be borne by the Debtor. Eleven. Four.

 

24


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

In accordance with the provisions of articles five hundred sixteen and five hundred eighteen of the Commercial Code, in the particular conditions of the insurance policies indicated in the preceding paragraphs, the quality of the insurance taken by the Creditor, Penta AMH Servicios Financieros S.A. and the Debtor must be expressly recorded. Eleven. Five. The insurance premiums must be paid in advance annually and in a timely manner by the Debtor in cash, and the Debtor must send to Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund, a copy of the proof of payment, within ten calendar days from the due date of the respective payment. Eleven. Six. In the policies of all insurance policies contracted by virtue of this contract, it must be stated that the Debtor may not modify, cancel or render ineffective the policies, without the express consent of Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund. The insurance policies contracted, reviewed and once approved by Penta AMH Servicios Financieros S.A. must be maintained under substantially similar terms throughout the term of this contract. The Debtor shall deliver the policies issued by the insurance company with which such policies are contracted to Penta AMH Servicios Financieros S.A., within fifteen calendar days from their granting, as well as within the same period from the date of each of the extensions, modifications and renewals of said insurance contracts. In the event of non-compliance with this obligation, Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund, may take out such insurance, charging the Debtor the sums paid for this item, plus the maximum interest that the law allows to stipulate, together with the dividends of the mutual fund. If a claim occurs and the insurer refuses to pay compensation to Penta AMH Servicios Financieros S.A., the latter shall be entitled to exercise any of the options indicated in clause twelfth of this instrument. Eleven. Seven. The Debtor must comply with all the obligations and burdens imposed on it by law and the insurance policies contracted, taking care to avoid that, due to any fact, act or omission on its part, its resolution, nullity or expiration may occur.

 

25


  

If the insurance is contracted with a deductible or deductible, the damages that the insurer does not compensate for this reason will be covered by the Debtor. The Debtor must immediately inform Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund, of the loss that has affected the Property, regardless of the damage or loss it has suffered and whether or not it is covered by insurance, indicating the date and circumstances of the claim, as well as the nature and estimated amount of the damages. When, as a result of an accident, the Property suffers damage that does not exceed three quarters of its value, that is, partial losses or damages, the Debtor, in addition to continuing to pay the dividends of the mutual object of this instrument, must proceed to repair the damage with its own resources. Once the insurer has compensated Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund or the Creditor, as beneficiary of the insurance, and the Debtor has carried out the repairs to the Property in full compliance with Penta AMH Servicios Financieros S.A., the Debtor will be entitled to have the amount of the compensation assigned to her. If the indemnity paid by the insurer is less than the cost of repairing the Property, the Debtor shall bear exclusively the difference between the value of such repairs and the amount effectively compensated. If the loss causes a total loss or damage, that is, that exceeds three quarters of the value of the Property, the Debtor may, at its discretion, choose to avail itself of the agreed regulation in the event of partial loss in the event that it is possible to replace the Property in its entirety, or to pay in advance the balance of the mutual fund and any sum derived from it.

 

26


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

in accordance with the provisions of clause nine of this contract. The Debtor must pay the balance of the mutual fund in advance within sixty calendar days from the date on which Penta AMH Servicios Financieros S.A. informs it that the insurer has made a decision regarding the payment of the insurance indemnity, either approving or rejecting it, being obliged to continue paying the dividends until the full balance owed by the mutual fund is effectively paid. At the time of advance payment of the balance of the mutual fund, Penta AMH Servicios Financieros S.A. will assign to the Debtor the compensation made available by the insurer, or, where appropriate, will assign its rights to claim compensation for the loss. Eleven. Eight. The Debtor may insure the Property, at its own expense and cost, against any other risk. Eleven. Nine. The obligation of the Debtor to reimburse the Creditor the amounts that the Creditor disburses for any of the concepts mentioned in this clause, are also guaranteed by the mortgage constituted in this instrument. Eleven. Ten. The Debtor expressly declares to know: (a) That it may take out the insurance provided for in this clause on its own, directly from any insurance company that meets the aforementioned requirements or through any insurance broker in the country; (b) That in view of the Creditor's interest in maintaining the value of the Property as a mortgage guarantee, in the event that the insurance indicated in this clause has been contracted by the Creditor as beneficiary of them, either through collective or individual policies and by virtue of the mandate granted for that purpose, the Debtor may in no case terminate early the insurance that is in force, the prior

 

27


  

written consent of the Creditor is always required, either for the early termination of the insurance taken out by the latter, or to replace them with others, which must always comply with the requirements indicated in this clause; and (c) That the insurance coverage mentioned in this clause is generally annual, which is why the values of the premiums may vary during the duration of the mutual agreement. TWELFTH: NON-COMPLIANCE. Twelve. One. In the event of default or simple delay by the Debtor in the full and timely payment of all or part of any dividend into which the payment of the loan granted under this instrument or of any other sum due to the Creditor is divided, the latter shall have the right to require the Debtor, at its option, the payment of the dividend or dividends due, or the total payment of the obligation referred to in this instrument. In the latter case, the mutual fund referred to in this instrument shall be made fully and immediately enforceable, without the need for any declaration or judicial resolution, the total of the debt being understood as overdue. The exercise of the latter option will be communicated by the Creditor to the Debtor by registered letter addressed to its domicile. Whichever alternative the Creditor chooses, i.e. that it requires the payment of the dividends due or the full payment of the obligation, a penal interest equal to the conventional maximum that the law allows to be stipulated for credit operations of money in readjustable national currency will accrue, from the date of the default or simple delay until the date of full and effective payment of the amount owed and its accessories, interest that will be calculated and paid on the total amount owed, duly readjusted. Likewise, the Creditor is specially empowered to consider the obligation subject to this

 

28


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

instrument as overdue and to demand the immediate payment of the total amount of the debt, in principal and interest, accruing the penal interest previously agreed in the manner stipulated therein, in the event of non-compliance by the Debtor with any of the obligations arising from this instrument, and, in addition, if any of the following circumstances occur: (a) If the Property experiences deterioration that, in the opinion of the Creditor, makes the guarantee insufficient, including in the case of being used for public utility in whole or in part, and the Debtor does not grant complementary guarantees or new guarantees to the satisfaction of the Creditor within the period of sixty days following the request by the latter. For these purposes, the Debtor authorizes the Creditor to contract the reappraisal of the Property and undertakes to accept the determination made in this regard by the appraiser; (b) When, as the case may be, without the written consent of the Creditor, the irrigation systems or plantations that exist or will exist in the future in the Property are demolished in whole or in part, or a transformation or alteration is carried out, even if they do not diminish the guarantee, nor make it insufficient. However, authorization from the Creditor will not be required in the case of replantings of the same species due to defects, pests or malformations in certain trees that cover an area of less than ten percent of the property, including the change or replanting of more than ten percent of the currently existing plantations; (c) If the Debtor becomes insolvent or defaults in the payment of any money credit obligation with third parties, or if it is requested, by it or a third party, its liquidation or reorganization in accordance with the provisions of the bankruptcy proceedings established in Law Number twenty

 

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thousand seven hundred and twenty; (d) If the Mutual Society or a third party infringes any of the prohibitions established in the tenth clause of this instrument, without prejudice to the Creditor's ability to exercise other legal actions for this breach of contract; (e) If any of the insurances referred to in the eleventh clause of this instrument are not contracted in a timely manner, do not exist or are ineffective, or if the Debtor does not pay the respective premiums within the deadline, does not renew said insurances or does not reimburse the Creditor for the sums not covered by said insurance in the event of a loss; (f) If it turns out that the Property is or will be in the future subject to any lien, prohibition, mortgage, precautionary measure, embargo, declaration of family property, resolutory action or preferential right of third parties or to any other situation limiting its ownership other than those constituted by this instrument and the encumbrances constituted prior to this date that are individualized in the fifth clause above; (g) If for any cause or reason the mortgage, prohibitions or pledges that are hereby constituted are annulled, terminated or rendered null and void; (h) If he is late in the payment of any fee, tax, patent, right, tribute or levy levied on the Property or the Water Rights and especially the land tax; (i) If the Debtor or its partners or shareholders, or the partners or shareholders or controllers of any of them, as applicable, fail to comply with the obligations or fail to comply with the prohibitions that arise for each of them from this agreement, including without limitation those established in the eighth, ninth, tenth and eleventh clauses of this instrument, or if the transformation, termination, dissolution, liquidation, reduction of term or capital or division of the Debtor is agreed

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

or ordered, or if it terminates early for any reason, unless it has prior written authorization from the Creditor; (j) If any precautionary or prejudicial measure or any other lien is seized or decreed on the rights or shares into which the capital of the Debtor is divided or the rights or shares representing the capital of its partners or shareholders, as applicable, as well as if any precautionary measure or seizure on the assets of the Debtor is blocked; (k) If mining work of any kind is carried out in the Property, whether exploration or exploitation, including those authorized by the Debtor, the holder of the respective concession or by the competent authority; (l) If the Debtor or its related persons fail to comply or incur in default or simple delay with respect to any obligation contracted in any contract that the Creditor has entered into or will enter into in the future with the Debtor, or its related persons, regardless of the amount of the obligation breached. For these purposes, it is expressly stated that the Creditor will be entitled to exercise any of the options established in this clause if the Debtor fails to comply with any of the obligations contracted by virtue of any of the mutual agreements signed on this same date and in this same Notary Office under the repertoires numbers ____________ and ____________; (m) If the Water Rights individualized in the first clause above do not allow the use of a flow greater than or equal to zero point forty-five liters per second per hectare. For these purposes, it is recorded that the total productive area of the Property is one hundred and twenty-eight hectares. In order to prove compliance with this obligation, the Creditor may require the Mutual Society to carry out pumping tests or other background information that allows accrediting the performance of the

 

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existing well(s), as well as the certificates of the respective user organizations that accredit the actual water supply for each of the irrigation seasons; (n) The revocation of the mandates contained in this instrument before the full payment of the mutual, including readjustments and all kinds of interest, as well as the other expenses whose reimbursement the Debtor owes to the Creditor under this agreement; (o) If the Debtor modifies, assigns or terminates the contracts for the sale of fruit, export and others indicated in clause eight of the contract of sale, mortgage, non-possessory pledge and commercial pledge granted in this same Notary and on this same date under repertoire number _____________, without the authorization of the Creditor; (p) If the Debtor does not inform the Creditor within the agreed period of the execution of new contracts of sale, export or any other title intended for the commercialization of fruit products, or does not constitute a commercial pledge with respect to the credits generated by virtue thereof, under the terms regulated in the contract of sale, mortgage, non-possessory pledge and commercial pledge granted in this same Notary and on this same date under repertoire number _____________________; and (q) If the Debtor does not pay in a timely manner the obligations contracted in favor of the Chilean Treasury, Directorate of Hydraulic Works, associated with the construction of the Puclaro Intendente Fuentealba Reservoir and which appear in the public deed executed on February 14, 2008 before Mr. Oscar Fernández Mora, Notary Public Holder of the Second Notary of La Serena, guaranteed with a mortgage and prohibitions that encumber the right to use water consisting of one hundred and seventeen point four shares of the Puclaro Intendente Fuentealba Reservoir,

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

individualized in the first clause of the contract of sale, mortgage, non-possessory pledge and commercial pledge granted in this same Notary and with this same date under the repertoire number _____________________. Twelve. Two. The failure of the Creditor to exercise the rights recognized in paragraph Twelve in a timely manner. One. foregoing, shall not in any way imply a waiver of them, the Creditor reserving the right to exercise them when he deems it appropriate. The parties expressly state that the fact that the Creditor makes use of the power to accelerate the credit conferred by this clause does not disqualify him in any case from subsequently exercising the same right, one or more times, in the event that any of the causes that make it appropriate are reconfigured. including those indicated in letters (a) to (q) of the preceding paragraph. Consequently, the agreement reached in a trial, the Creditor's withdrawal from continuing an enforcement, or circumstances similar to the above, will not inhibit the Creditor from exercising this power again, nor will the right recognized by this clause be deemed to have been extinguished, expired or prescribed. The foregoing is without prejudice to the fact that the Creditor may use the services of external collection companies in the event of delay or simple delay in the payment of any of the dividends, the costs of which shall be borne by the Mutual Society. Twelve. Three. When the Debtor has not paid the dividends within the established periods, the Creditor may request that the Property be sold at public auction, in accordance with the corresponding procedure indicated in the law. The same procedure shall apply in all cases in which the Creditor, in accordance with the provisions of this contract, may require the Debtor to pay its obligations in advance.

 

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Twelve. Four. The Debtor shall be liable for any damages caused to the Debtor by its dependents and the occupants or visitors of the Property in any capacity, to the neighbouring properties, and to any person, and the Debtor shall be obliged to hold the Creditor harmless for any sum that may be demanded from the latter for such concepts. THIRTEENTH: OBLIGATION TO MAINTAIN CONTROL OVER THE DEBTOR. During the term of this contract, FIP Victus undertakes, as long as there are outstanding obligations on the part of the Debtor, to maintain control over the Debtor, as this term is defined in Law eighteen thousand forty-five. Similarly, and as long as there are outstanding obligations of the Debtor, Sembrador Capital de Riesgo S.A., is obliged to remain as administrator of the FIP Victus. FOURTEENTH: INFORMATION OF THE DEBTOR. During the term of this contract, the Debtor undertakes to provide the Creditor, at any time upon its sole request and at least once a year and no later than the thirtieth of June of each year, the following information: /i/ the financial statements of the Debtor as of December thirty-one of the immediately preceding year, duly audited by auditors registered in the pertinent registry of the Financial Market Commission or, failing that, signed by the legal representative of the Debtor; /ii/ a certificate of good standing issued by the competent Commercial Registry and a certificate of corporate composition of the Debtor, with reference to the natural persons shareholders or indirect partners of the same, or to the controlling private investment fund, if applicable, signed by its legal representative; and /iii/ all other information that the Creditor deems pertinent to require. FIFTEENTH: INFORMATION TO THE DEBTOR AND DECLARATIONS.

 

34


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

The Debtor declares that it has received from the Creditor in a complete and timely manner, all the necessary information about the approximate global expenses required by this endorsable mutual mortgage contract, such as taxes, notary fees, registration fees in the Real Estate Conservator, insurance premiums, appraisal of the Property, legal fees for the study of titles and for the drafting of this deed. Likewise, the Debtor declares to have been informed by the Creditor, previously and in a timely manner at the time of applying for the loan, of the regulatory framework of the endorsable mutual mortgage granted by this deed, as well as its terms and conditions, and in particular, of its term, costs and interest rate. Likewise, it declares to be aware that the Creditor rates and informs the titles of the Property based on its own criteria and to protect its rights, being the exclusive responsibility of the Debtor to hire, if it deems it necessary, the advisors, professionals and technicians that it deems appropriate. The Debtor declares to be aware that Penta Vida Compañía de Seguros de Vida S.A. carries out the extrajudicial collection of its financial products through an external collection company, Penta AMH Servicios Financieros S.A., and the Debtor is responsible for the expenses accrued for this concept. In the pre-judicial collection stage, late payments with more than twenty calendar days of arrears, will be subject to surcharges for the collection of the Debtor's cost, which will be applied progressively on the principal owed or the overdue installment whose collection is proceeded, as the case may be, according to the following detail: for the part of the debt that does not exceed ten Development Units, the surcharge will be nine percent plus Value Added Tax; for the part that exceeds ten Development Units and does not exceed fifty Development Units, the surcharge will be six percent plus Value Added Tax; and for the part that exceeds fifty Development Units, the surcharge will be three percent plus Value Added Tax.

 

35


  

The respective collection company will carry out its extrajudicial collection procedures in accordance with the law, and may therefore carry out such activities by means of telephone calls, letters, visits and other lawful means that the external company determines, being empowered to define the practical way in which the collection procedures will be carried out, which, in any case, will be carried out on working days between eight and twenty hours. Notwithstanding the foregoing, Penta Vida Compañía de Seguros de Vida S.A. is authorized to initiate legal actions at any time for the collection of the amount or amounts owed, in accordance with current legislation. For the sake of completeness and in accordance with the provisions of Law number nineteen thousand six hundred and twenty-eight on the Protection of Personal Data, Penta Vida Compañía de Seguros de Vida S.A. may disclose to the collection company all necessary information regarding the loans granted, such as the number of the endorsable mutual mortgage transaction, details of the debts, name and RUT of the Debtor, telephone numbers, addresses, etc. Penta Vida Compañía de Seguros de Vida S.A. informs that the modalities and procedures of extrajudicial collection may be changed annually in the case of endorsable mutual mortgages whose payment term exceeds one year, in terms that are not more burdensome or onerous for the debtors or discriminate between them, and provided that such changes are notified at least two payment periods in advance. The Debtor also declares that the purpose of the credit granted by this instrument is to finance the main economic activity of the Debtor, an activity that complies with the laws and regulations that are applicable to it and that are required for the development of its business and that it has or will have within the term the respective permits and authorizations.

 

36


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Declares that it complies with the rules that refer to; to free competition and fair competition; to the prevention of corruption, money laundering and the financing of terrorism; to the protection of consumer rights; to environmental, social and respect for human rights matters. Finally, it declares that the signing of this instrument has been duly authorized by all the necessary corporate acts, and that the representatives who appear have sufficient powers to sign this document. SIXTEENTH: AUTHORIZATION. The Debtor expressly declares that it is aware that the non-payment in full or timely of the dividends of this mutual agreement may be reported to the Commercial Information Bulletin of the Santiago Chamber of Commerce or to other registries or databases. To the extent relevant, the Debtor declares that it will directly request the modification of said Bulletin, banks or data records with sufficient proof of payment, releasing the Creditor from such management. In addition, they authorize the consultation of debts in systems, in order to obtain a profile of their financial behavior and mitigate risks for the company. SEVENTEENTH: CHANGE OF MANAGING AGENT OF THE MUTUAL FUND. In addition to what is indicated in this instrument and for all legal and contractual purposes that may be applicable, it is expressly stated that the managing agent of the mutual fund that is granted is Penta AMH Servicios Financieros S.A., which maintains a contract for the administration of endorsable mortgage mutual funds with Penta Vida Compañía de Seguros de Vida S.A. However, in the event of a change in the administrator of the mutual fund, this circumstance shall be duly informed to the Debtor in the manner and opportunity established by the applicable regulations.

 

37


  

EIGHTEENTH: STAMP TAX. For the purposes of the provisions of Decree Law number three thousand four hundred and seventy-five, the Creditor declares that the Stamp Tax levied on this instrument is paid to the General Treasury of the Republic as established in the aforementioned decree law. The Debtor releases the Creditor from all liability in relation to the payment of the aforementioned tax, as well as to obtain the refund of the aforementioned tax in the event that the mutual agreement agreed in this deed is void for any reason. NINETEENTH: JUDICIAL ORDER. In this act and by means of this instrument, the Debtor confers special power of attorney to Arnaldo Gorziglia Cheviakoff, already individualized, and to MARÍA DEL CARMEN HERRERA GUZMÁN, Chilean, single, lawyer, national identity card number nineteen million five hundred sixty-seven thousand seven hundred seventy-nine dash four, domiciled for these purposes at El Golf number forty, fifth floor, commune of Las Condes, Metropolitan Region, hereinafter each of them also and indistinctly referred to as the "Agent" and jointly the "Representatives", so that the latter may receive by and on behalf of its principals, judicial or extrajudicial notifications and requirements, in any management, procedure or trial, whatever the applicable procedure or the court or authority entrusted to it your knowledge in all that is related to this contract. Consequently, the notification or requirement made to the Agent will validly summon the Debtor and the other parties other than the Creditor. This mandate may only be terminated early or replaced by another with the prior, express and written consent of the Creditor.

 

38


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

It is hereby stated that, by virtue of this mandate, the Agent does not assume any obligation to pay the obligations that the Debtor or the other parties enter into in this same instrument. The Agents present this act, who prove their identity with their respective identity card and state: That they expressly declare to know and accept in all its parts the terms of this mandate, and undertake not to renounce it without prior written authorization from the Creditor. TWENTIETH: SPECIAL POWERS. Twenty. One. The parties confer special power of attorney on Penta Vida Compañía de Seguros de Vida S.A., so that acting through Penta AMH Servicios Financieros S.A., and the latter through any of the lawyers Roberto Correa Vergara and Jorge Correa Reymond, they may clarify or complement the obscure or doubtful points, save the omissions and rectify the copying errors. of reference or numerical calculations that appear in the same deed, in relation, for example, to the correct individualization of the appearances, the Water and Property Rights, their boundaries or any other requirement that may be necessary in the opinion of the Real Estate Conservator competent exclusively to properly register the mortgages and prohibitions set forth in the tenth clause above. The agents are specially empowered to sign all the public and private instruments necessary for the fulfillment of their task, being able to request the cancellations, annotations, registrations and sub-registrations that may be necessary in the matrix of the same and in the pertinent Public Registries. The parties understand and acknowledge that it will be sufficient as rendering of accounts for the delivery by Penta Vida Compañía de Seguros de Vida S.A. to the Debtor of a copy of the respective registrations that are made by the competent Real Estate Conservator by virtue of this contract.

 

39


  

Twenty. Two. The parties authorize the bearer of an authorized copy of this deed to request from the respective Real Estate Conservator the cancellations, lifts, registrations, sub-registrations and annotations that are appropriate. TWENTY-FIRST: COMMUNICATIONS. For all purposes of sending notifications, correspondence, notices and/or settlements that have their origin in this contract or communication of any kind that one of the parties wants or must make to the other, for or on the occasion of the provisions of this contract, they must be made by electronic or digital means provided by Penta Vida Compañía de Seguros de Vida S.A., whatever its type; e-mail, web page, web box or other that may be created in the future. In the case of electronic mailing, these will be made to the contact information indicated below: (a) San Pedro SpA: Attention: José Miguel Fernández García Huidobro. Telephone: plus five six nine nine three four three nine two eight nine. Address: Avenida Vitacura number five thousand two hundred fifty, office seven hundred five, commune of Vitacura, Metropolitan Region. Email: jfernandez@sembradorcapital.com. c.c. Joaquín Lobel. Telephone: plus five six nine eight four four nine four one six zero. Address: Avenida Vitacura number five thousand two hundred fifty, office seven hundred five, commune of Vitacura, Metropolitan Region. Email: jlobel@sembradorcapital.com. (b) Penta Vida Compañía de Seguros de Vida S.A.: Attention: Jorge Francisco Palavecino Helena. Telephone: two two eight eight nine nine seven zero one. Address: Hendaye sixty, seventh floor, Las Condes, Santiago. E-mail: jpalavecino@pentavida.cl. c.c. Ana María Schepeler Valenzuela. Telephone: nine eight eight one nine zero five eight zero.

 

40


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Address: Hendaye sixty, seventh floor, Las Condes, Santiago. E-mail: aschepeler@pentavida.cl/ gestorinmobiliario@pentavida.cl TWENTY-SECOND: VALUE ADDED TAX. The Seller declares: /i/ That she was not entitled to a tax credit for the acquisition and/or construction of the Real Estate object of the sale; and /ii/ That she is not habitually engaged in the sale of tangible real estate, nor is she habitually engaged in the present sale. Consequently, this contract is not subject to the payment of Value Added Tax. The Seller and the Buyer agree that in the event that the authority determines that the contract should be taxed with Value Added Tax, the Seller will be responsible for the payment of said tax, and the Buyer may not be charged any sum for this concept, so that the price established in the third clause above is the final price of the contract for all applicable purposes. In this act, the Seller signs the affidavit of article seventy-five of the Tax Code in compliance with the provisions of Resolution number sixteen, published in extract in the Official Gazette of February 4, 2017, issued by the Internal Revenue Service, which is an integral part of the same and will be protocolized in its same repertoire. TWENTY-THIRD: EXPENSES. All the expenses of appraisal, title study, notary expenses, conservatories, taxes and rights derived from this instrument will be the exclusive responsibility of the Debtor, which, if they have not been previously paid in full by the Debtor, will be collected together with the dividends until they are paid in full, under the terms and conditions agreed in this deed. TWENTY-FOURTH: IMPUTATION OF PAYMENT BY THE CREDITOR.

 

41


 

The Parties agree that, if there are two or more overdue pecuniary obligations under this instrument, in the event that the Debtor makes a payment that does not extinguish all of them, including principal and interest, the Creditor shall have the exclusive right to determine the manner in which such payment shall be imputed to the different overdue and outstanding obligations that the Debtor has with the Creditor, all in the terms regulated in articles one thousand five hundred ninety-five and following of the Civil Code. Consequently, in the event that there are two or more payment obligations due under this instrument, the Creditor reserves the right to allocate the payments received from the Debtor to any of the obligations that correspond to the latter, either to the payment of and restitution of contributions and contribution surcharges. fines, dividends, insurance premiums, taxes associated with the real estate, legal costs, maintenance, conservation and improvement expenses of the Property incurred by the Creditor and any other expense charged to the Debtor as stipulated in this contract, being at its discretion to determine the order of imputation of the payments received, and in any case the interest that may have accrued under each concept owed must be extinguished first. In the event that the Debtor makes a partial payment of the pecuniary obligations that correspond to it in accordance with this contract, the Creditor must inform the Debtor, upon request, of the manner in which the payments received were allocated, as well as the details of the debts that remain pending settlement based on the imputation of payments that have been made. By this act, the Debtor expressly accepts and acknowledges the contractual prerogative established in favor of the Creditor in this clause. It also recognizes as final and binding the imputation of payments made by the Creditor, and, for the sake of completeness, irrevocably waives the right to challenge said decision.

 

42


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

The Parties expressly state that this payment allocation clause constitutes an essential element of this agreement, and decisive for the Parties to attend the execution of the same, which may not be modified, except by written agreement between them. Both parties declare that they have read, understood, and voluntarily accepted the terms of this payment imputation clause. The parties agree that failure to notify the imputation of payments that are made will in no case invalidate the payment and the provisions of this clause. TWENTY-FIFTH: SPECIAL DOMICILE. For all purposes of this contract, the parties establish conventional domicile in the commune of Santiago, Metropolitan Region, and consequently submit to the Courts of Justice of their jurisdiction, extending jurisdiction. However, the Creditor is entitled to sue, at his discretion, before those courts, before those that correspond to the domicile of the Debtor, or before that of the place where the mortgaged Property is located, at his choice. TWENTY-SIXTH: LEGAL STATUS. Twenty-six. One. The mandate of Penta AMH Servicios Financieros S.A. to represent Penta Vida Compañía de Seguros de Vida S.A., consists of a public deed dated November twenty-first, two thousand nineteen, executed at the Notary of Santiago of Mr. Patricio Raby Benavente. Twenty-six. Two. The legal status of the representatives of Penta AMH Servicios Financieros S.A., consists of a public deed dated March 9, 2022, granted at the Notary of Santiago de Patricio Raby Benavente. Twenty-six. Three. The legal status of the representative of Agrícola San Pablo SpA consists of a public deed dated July twenty-four, two thousand eighteen, granted at the Notary of San Miguel of Mr. Jorge Reyes Bessone. Twenty-six. Four.

 

43


 

The legal status of the representatives of San Pedro SpA and Sembrador Capital de Riesgo S.A. consists of a public deed dated October twenty-eight, two thousand and twenty-five, granted at the Notary of Santiago of Mr. Iván Torrealba Acevedo. Twenty-six. Five. The legal status of Sembrador Capital de Riesgo S.A. to represent Fondo de Inversión Privado Victus Chile consists of a public deed dated November 17, 2023 granted at the notary office of Santiago of Mr. Iván Torrealba Acevedo. The aforementioned personages are not inserted because they are known to the parties and to the Notary who authorizes and at their express request.- In proof and after reading the appearing.- I attest.-

 

 

PP. AGRÍCOLA SAN PABLO SpA

 

 

/s/ Arnaldo Gorzigliz Cheviakoff

 

ARNALDO GORZIGLIZ CHEVIAKOFF

IN CASE

PP. SAN PEDRO SpA

PP. SEMBRADOR CAPITAL DE RIESGO S.A.

PP. VICTUS CHILE PRIVATE INVESTMENT FUND

 

44


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

 

/s/ Catalina Weston D'Albuquerque

 

CATALINA WESTON D’ALBUQUERQUE

PP. SAN PEDRO SpA

PP. SEMBRADOR CAPITAL DE RIESGO S.A.

PP. VICTUS CHILE PRIVATE INVESTMENT FUND

 

PP. PENTA AMH SERVICIOS FINANCIEROS S.A.

PP. PENTA VIDA COMPAÑÍA DE SEGUROS DE VIDA S.A.

 

 

PP. PENTA AMH SERVICIOS FINANCIEROS S.A.

PP. PENTA VIDA COMPAÑÍA DE SEGUROS DE VIDA S.A.

 

 

/s/ Maria Del Carmen Herrera Guzman

 

MARÍA DEL CARMEN HERRERA GUZMÁN

 

45


 

NOTARY

 

46

EX-10.2 3 tm2530989d1_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

REPERTOIRE Nº

TRADE

SAN PEDRO SpA

To

FRUTÍCOLA PAN DE AZÚCAR S.A. Y FRUTÍCOLA BELLAVISTA SpA

ENDORSABLE MORTGAGE MUTUAL

PENTA VIDA COMPAÑÍA DE SEGUROS DE VIDA S.A.

To

SAN PEDRO SpA

 

In Santiago de Chile, in the year two thousand and twenty-five, before me, MAGDALENA SOFÍA LATORRE LARRAÍN, Lawyer, Acting Notary Public of the Fifth Notary of Santiago, according to Decree number four hundred and eighty-five of the Illustrious Court of Appeals of Santiago, with address at Avenida El Golf number ninety-nine, office one hundred and one B, Las Condes, Santiago, APPEAR: One) FRUTÍCOLA PAN DE AZÚCAR S.A., a company in the business of its name, Single Tax Roll number seventy-six million one hundred twenty thousand five hundred twenty-eight dash five, represented, as will be accredited, by Mr. RODRIGO SEOANE MAGNASCO, Chilean, married, lawyer, national identity card number nine million seven thousand seven hundred thirty-six dash zero, both domiciled for these purposes in this city, Avenida Vitacura number two thousand nine hundred sixty-nine, office three hundred two, commune of Las Condes, Metropolitan Region; Two) FRUTÍCOLA BELLAVISTA SpA, a company in the area of its name, Single Tax Roll number seventy-six million four hundred fifty-nine thousand eight hundred six indent seven; represented for these purposes by Mr.

 

1


 

ARNALDO GORZIGLIA CHEVIAKOFF, Chilean, married, lawyer, national identity card number ten million eight hundred forty-three thousand nine hundred sixty-three indent seven and by Mrs. CATALINA WESTON D'ALBUQUERQUE, Chilean, married, lawyer, national identity card number sixteen million five hundred fifty-five thousand three hundred eighty-two dash nine, all domiciled for these purposes in this city, Avenida Vitacura number five thousand two hundred fifty, office seven hundred five, commune of Vitacura, Metropolitan Region, hereinafter also referred to jointly with Frutícola Bellavista SpA as the "Sellers"; Three) SAN PEDRO SpA, a company in the line of business of its name, Single Tax Roll number seventy-eight million eighty-three thousand two hundred ninety-six dash seven, represented by Mr. ARNALDO GORZIGLIA CHEVIAKOFF and Mrs. CATALINA WESTON D'ALBUQUERQUE, both already individualized, domiciled for these purposes in this city, Avenida Vitacura number five thousand two hundred fifty, office seven hundred and five, commune of Vitacura, Metropolitan Region, hereinafter also and indistinctly referred to as the "Debtor", the "Debtor", the "Buyer" or the "Mutuaria"; Four) VICTUS CHILE PRIVATE INVESTMENT FUND, SINGLE TAX ROLL NUMBER SEVENTY-SIX MILLION THREE HUNDRED FIFTY-ONE THOUSAND TWO HUNDRED SEVEN DASH K, REPRESENTED, AS WILL BE ACCREDITED, BY SEMBRADOR CAPITAL DE RIESGO S.A., INVESTMENT FUND MANAGEMENT COMPANY, SINGLE TAX ROLL NUMBER NINETY-NINE MILLION FIVE HUNDRED EIGHTY-TWO THOUSAND SIX HUNDRED TWENTY DASH EIGHT, who also appears for himself, represented in turn by Mr. ARNALDO GORZIGLIA CHEVIAKOFF and by Mrs.

 

2


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

  

CATALINA WESTON D'ALBUQUERQUE, both already individualized, all domiciled for these purposes in this city, Avenida Vitacura number five thousand two hundred fifty, office seven hundred five, commune of Vitacura, Metropolitan Region, hereinafter also and indistinctly referred to as "FIP Victus" and "Sembrador Capital", respectively; and Five) PENTA VIDA COMPAÑÍA DE SEGUROS DE VIDA S.A., Sociedad Anónima de Seguros de Vida, Single Tax Roll number ninety-six million eight hundred twelve thousand nine hundred sixty dash zero, represented by PENTA AMH SERVICIOS FINANCIEROS S.A., a public limited company managing agent of endorsable mortgage mutual funds, Single Tax Roll number ninety-six million seven hundred seventy-eight thousand seventy indent seven, who also appears on her own, in her capacity as managing agent of the mutual mortgage that is granted, represented in turn by Mrs. MARÍA DE LOS ÁNGELES GAZMURI MUNITA, Chilean, married and totally separated from property, commercial engineer, identity card number ten million nine hundred fifty-one thousand four hundred seven indent one, and by Mrs. ANA MARÍA SCHEPELER VALENZUELA, Chilean, single, civil engineer, identity card number ten million eight hundred three thousand three hundred fifty-three indent three, all domiciled for these purposes in this city, Hendaya Street number sixty, seventh floor, commune of Las Condes, Metropolitan Region, hereinafter referred to indistinctly as the "Creditor"; all the parties of legal age, who prove their identity with their respective documents and state that they have agreed to the following purchase and sale contract and endorsable mortgage mutual agreement, subject to the provisions of Title V of Decree with Force of Law number two hundred and fifty-one of nineteen hundred and thirty-one and its subsequent amendments, to General Rule number one hundred and thirty-six, issued by the Superintendence of Securities and Insurance, now the Financial Market Commission, on April 4, 2002, to the other pertinent regulatory standards, and to the following stipulations: FIRST: REAL ESTATE AND WATER RIGHTS. One. One. Real estate. Frutícola Pan de Azúcar S.A.

 

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owns the following properties (hereinafter also jointly the "Properties"). /i/ Property consisting of Lot Two dash B dash Four, resulting from the subdivision of the property called "Estancia Martínez", located in the commune of Coquimbo, which, in accordance with its titles and plan added under number three hundred and thirteen, at the end of the Property Registry of the Conservator of Real Estate of Coquimbo of the year nineteen hundred and ninety-four, it has an approximate area of seventeen point seventy hectares and the following special boundaries: TO NORTH: in six hundred and forty-five meters, with Lot Two dash B dash Four dash Three; TO the SOUTH: in six hundred and thirty meters, with Lot Two dash B dash Five; TO the EAST: in two hundred and sixty meters, with the rest of Lot Two dash C and with Lot Two dash D; and WEST: in two hundred and sixty meters, with the rest of Lot Two dash A. The property has been assigned the role of appraisal number one hundred and fifty-six dash thirty-six of the commune of Coquimbo. He acquired it by tradition made by the company Baldessari y Bortolotti Limitada, as stated in the public deed of sale dated November 10, 2011, granted before Mr. Oscar Fernández Mora, Notary Public of the Second Notary of La Serena. The domain in his name is registered on pages ten thousand eight hundred and twenty-six number six thousand four of the Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand and eleven.

 

4


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

/ii/ Property consisting of Lot Two dash B dash A, resulting from the subdivision of Lot Two dash B, resulting in turn from the subdivision of Lots Two dash A and Two dash B, of Fundo Martínez, sector adjacent to the railway line, in the commune of Coquimbo, in accordance with the subdivision plan added under number one thousand twenty-eight at the end of the Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand and twenty, it has an approximate area of one hundred and seven thousand three hundred and eighty-two point ninety-four square meters and the following special boundaries: TO NORTH: In sections of fifty-five point seventy-four meters, ninety-eight point ninety-five meters, fifty-two point seventy meters and seventy-seven point ninety-six meters, with Remainder Lot Two dash B; TO NORTHEAST: In a section of fifteen point ninety-three meters, with the Rest of Lot Two dash B; TO SOUTHEAST: In sections of sixty-one point sixty meters, one hundred and fifty-nine point eighty-seven meters; fifty point ninety-three meters, sixty-eight point fifteen meters, thirty-five point twenty-three meters and fifty-nine point thirty meters, with the rest of Lot Two-B; TO EAST: In two hundred and forty-nine point twenty-one meters, with the rest of Lot Two dash B; TO THE SOUTHWEST: In sections of one hundred and seventy-two point zero zero meters, with Lot Two dash D; and TO WEST: In sections of eighteen point forty-one meters, ninety-nine point eighty-one meters, one hundred and thirty-nine point forty-three meters and one hundred and ninety-seven point ninety-four meters, with the Rest of Lot Two dash B, easement strip. The property has been assigned the role of appraisal number three thousand nine hundred and sixty-six dash three of the commune of Coquimbo. He acquired it by tradition made by the company Movimientos de Tierra Rumo SpA, as stated in the public deed of sale dated May 8, 2020, complemented by the public deed dated May 25, 2020, both granted before Mr. Gonzalo López Ríos, substitute for the Owner Mr. Reinaldo Villalobos Pellegrini, Notary Public of Coquimbo. The domain in his name is registered on pages six thousand four hundred and twenty-five number three thousand seventy of the Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand and twenty.

 

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/iii/ Property consisting of Lot Two dash C dash One dash B, resulting from the subdivision of Lot Two dash C dash One, and this resulting from the subdivision of Lot Two dash C, located in the commune of Coquimbo, singled out in the subdivision plan approved by the Agricultural and Livestock Service of Chile, according to certificate number IV dash E dash sixty-six, dated July seven of the year two thousand and eleven, which is added at the end of the Property Registry of the Conservator of Real Estate of Coquimbo of the year two thousand eleven under the number two thousand one hundred and sixty. The aforementioned Lot Two dash C dash One dash B, according to the aforementioned plan, has an approximate area of twenty point twenty hectares and the following special boundaries: TO the NORTH: in three hundred and eighty-two point seventy meters, with Lot Two dash C dash One dash A of the same subdivision; TO the NW.: in a curved line composed of segments of seventy-one point eighty meters, one hundred and forty-eight point seventy meters, and one hundred and forty-eight point ten meters, with Lot Two dash C dash One dash C of the same subdivision; WEST: in one hundred and thirteen point twenty meters, with Lot Two dash B dash Four dash One; TO the SOUTH: in five hundred and twenty meters with the rest of Lot Two dash C, today Lot Two dash C dash Two; and TO the EAST: in four hundred and thirty-five point sixty meters with the rest Lot Two dash C, today Lot Two dash C dash A. The property has been assigned the role of appraisal number three thousand one hundred and fifty-six dash seven hundred and forty-six of the commune of Coquimbo.

 

6


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

  

He acquired it by tradition made by the company Baldessari y Bortolotti Limitada, as stated in the public deed of sale dated November 10, 2011, granted before Mr. Oscar Fernández Mora, Notary Public of the Second Notary of La Serena. The domain in his name is registered on pages ten thousand eight hundred and twenty-eight number six thousand five of the Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand and eleven. /iv/ Property consisting of Lot Two dash C dash A, resulting from the subdivision of Lot Two C, which resulted from the subdivision of Lot Two C, and this, in turn, resulting from the subdivision of the agricultural property called "Fundo Martínez", located in the commune of Coquimbo, singled out in the subdivision plan approved by the Agricultural and Livestock Service of Chile, according to certificate number IV dash E dash zero seventy-three, dated August 2, 2011, which is added at the end of the Property Registry of the Conservator of Real Estate of Coquimbo of the year two thousand and eleven under number two thousand one hundred and fifty-nine.

 

7


 

The aforementioned Lot Two-C-A, according to the aforementioned plan, has an approximate area of sixty point eighty-seven hectares and the following special boundaries: TO the NORTH: in four hundred and four point fifty meters with Lot Two dash C dash B of the same subdivision, and in five hundred and twenty-seven point zero zero meters with Lot Two dash C dash Two; TO THE WEST: in two hundred and ten point zero zero meters with Lot Two dash B dash Four; in three hundred and fifty meters with Lot Two dash C dash Two; and in four hundred and thirty-five meters with Lot Two C dash One, today Lot Two dash C dash One dash B; TO the SOUTH: in ninety-seven point zero zero meters with Lot Two dash C dash Two, and in one thousand meters with Lot Two dash D; and TO EAST: in nine hundred and ninety-five point ten meters, with Lot Two dash D. The property has been assigned the role of appraisal number three thousand one hundred and fifty-six dash seven hundred and forty-nine of the commune of Coquimbo. He acquired it by tradition made by the company Baldessari y Bortolotti Limitada, as stated in the public deed of sale dated November 10, 2011, granted before Mr. Oscar Fernández Mora, Notary Public of the Second Notary of La Serena. The domain in his name is registered on pages ten thousand eight hundred and twenty-four number six thousand three of the Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand and eleven. /v/ Lot Two dash D dash Four, resulting from the subdivision of the Rest of Lot Two dash D, resulting from the subdivision of the property individualized as Rest of Lot Number Two dash D, resulting in turn from the subdivision of lot Two, and this in turn, resulting from the subdivision of lot two, which is part of the rest of the agricultural property called Fundo Martínez, of the commune of Coquimbo, according to the subdivision plan added under number nine hundred and ninety-three, at the end of the Property Registry of the Conservator of Real Estate of Coquimbo of the year two thousand and seventeen. Said Lot Two dash D dash Four, has an approximate area of twenty-nine point zero five hectares, and the following special boundaries: TO the NORTH: in section N dash Ñ of ninety-six point four meters, with Rest Lot Two dash B, TO THE SOUTH: in section T dash U of two hundred and seventy-six meters, with strip Road, TO EAST: in section U dash N of two thousand fifty-three point nine meters, with Rest Lot Two indent D, and WEST: in section Ñ indent T of one thousand seven hundred and three point four meters, with Franja Camino.

 

8


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

  

The property has been assigned the role of appraisal number three thousand nine hundred and sixty-six dash five of the commune of Coquimbo. He acquired it by tradition made by Mr. Celeste Baldessari Leita, as stated in the public deed of sale dated August twenty-three of the year two thousand and nineteen, granted before Mr. Rubén Reinoso Herrera, Notary Public Holder of the Fourth Notary of La Serena. The domain in his name is registered on pages twelve thousand eight hundred and seventy-six number six thousand one hundred fifteen of the Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand nineteen. Real Estate is understood to include all real estate by adhesion or destination that is part of the Real Estate, including irrigation equipment, constructions, plantations, fences, installations and other improvements incorporated into them. One. Two. Water Rights. Frutícola Pan de Azúcar S.A. is the holder of the following water use rights (hereinafter also jointly the "Water Rights"). /i/ Rights of consumptive use of groundwater for a flow of twenty-five liters per second, of a total flow of thirty-three point seven liters per second, of permanent and continuous exercise, in the commune of Coquimbo. The water will be captured by mechanical elevation, from three wells built inside the property called Retazo number Three of the former Hacienda Tambillos, located approximately twenty-nine kilometers from La Serena, along Route number forty-three. The wells have the following dimensions and are located as follows: CZ well dash Three hundred and twenty-four: It has a depth of forty-nine point six meters and a diameter of ten inches; it is located forty-five meters from the northern boundary of the property, zero point three kilometers east of the Quebrada Las Cardas and one kilometer west of Route number forty-three.

 

9


 

A flow rate of seven point five liters per second was granted. CZ Well Dash Three Hundred and Thirty-Seven: It has a depth of forty-six meters and a diameter of ten inches; it is located twenty-five meters from the northern boundary of the property, at zero point six kilometers east of the Quebrada Las Cardas and at zero point six kilometers west of Route forty-three. A flow rate of eight liters per second was granted. Well number Three: It has a depth of thirty-four point nine meters and a diameter of one point five meters; it is located at zero point thirty-nine kilometers west of Route forty-three and at zero point twenty-nine kilometers from the southern boundary of the property. A flow rate of nine point five liters per second was granted. A protection area was established for the wells, which are defined by a circle of two hundred meters radius with a center on the axis of the well. These protected areas do not imply a detriment to the right established in article fifty-six of the Water Code, nor do they alter the situation of pre-existing wells that are included in them, and may not cover more than fifty percent of the surfaces of neighboring properties. By Resolution of the General Directorate of Water of the Region of Coquimbo number nine hundred and forty-two dated July twenty-eight, two thousand eleven, reduced to a public deed on September 8, two thousand and eleven before Mrs. Elena Leyton Carvajal, Notary Public Holder of the Third Notary of La Serena, the change of collection point of the rights of consumptive use of groundwater was authorized, of permanent and continuous exercise, for a total flow of twenty-five liters per second, to a new catchment point located in the Lagunillas aquifer sector, in the Culebrón aquifer script Lagunillas, in the commune of Coquimbo, province of Elqui.

 

10


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

  

The right of use whose point of change of catchment is authorized, was constituted by Resolutions D.G.A. number four hundred and four of nineteen hundred and ninety, belonging to the Lagunillas aquifer sector. The waters will be captured mechanically, from a well, at a point defined by the UTM coordinates North: six million six hundred sixty-six thousand eight hundred and forty-three meters and East: two hundred and eighty-four thousand nine hundred and sixty-seven meters with reference to the South American Provisional Datum of nineteen hundred and fifty-six. The destination well is located inside the property called Lot Two dash A dash Two dash Four, resulting from the subdivision of Lot Two dash A dash Two, which in turn resulted from Lot Two dash A, which was subdivided from the Lo Martínez Estate, belonging to Mr. Luis Sepúlveda Medina, which is registered on pages nine hundred and forty-six number eight hundred and forty-eight. of the Property Registry of the Conservator of Real Estate of Coquimbo of the year nineteen hundred and ninety-six. The property is affected by three easements, one of them indent letter b indent, of passage and occupation, registered on pages four thousand five hundred sixty-seven number one thousand three hundred eighty of the year one thousand nine hundred and ninety-four, in favor of the company Baldessari y Bortolotti Limitada, where said company is authorized to constitute the right of use in its property. The protection area of the well corresponding to the new catchment point is established, which is defined by a circle of two hundred meters in radius, with a center on the axis of the well.

 

11


 

He acquired it by tradition made by the company Baldessari y Bortolotti Limitada, as stated in the public deed of sale dated November 10, 2011, granted before Mr. Oscar Fernández Mora, Notary Public of the Second Notary of La Serena. The domain in his name is registered on pages two hundred and twenty number eighty-two of the Water Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand and eleven. In turn, the reduction to a public deed of the resolution that authorized the change of catchment point is registered on pages one hundred and twenty-eight number fifty-one of the Water Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand and eleven. /ii/ Right of use of water, which falls on a groundwater well, which is extracted by mechanical elevation from a well located at the UTM coordinate point North six million six hundred sixty-six nine hundred and forty-six M. and East two hundred and eighty-five thousand three hundred and three M., for consumptive use, of permanent and continuous exercise, in an equivalent of thirty liters per second, located in Lot Two B Four Two, of the subdivision of Lot Two B Four, owned by the company Baldessari and Bortolotti Limitada, located in the Pan de Azúcar Sector, commune of Coquimbo, province of Elqui. He acquired it by tradition made by the company Baldessari y Bortolotti Limitada, as stated in the public deed of sale dated November 10, 2011, granted before Mr. Oscar Fernández Mora, Notary Public of the Second Notary of La Serena. The domain in his name is registered on pages two hundred and eighteen number eighty-one of the Water Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand and eleven.

 

12


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

/iii/ Right to use groundwater, for consumptive use of permanent and continuous exercise, equivalent to a total of five liters per second, which is extracted by mechanical elevation from a well located at a point of coordinates UTM North six million six hundred sixty-six thousand eight hundred and forty-three meters, and East two hundred and eighty-four thousand nine hundred and sixty-seven meters, based on the Datum PSAD nineteen hundred and fifty-six, with a protection radius of two hundred meters, which is located in Lot Two dash B dash Four dash Two, of the subdivision of Lot Two dash B dash Four, located in the sector of Pan de Azúcar, commune of Coquimbo. He acquired it by tradition made by the company Baldessari y Bortolotti Limitada, as stated in the public deed of sale dated October twelfth, two thousand twelve, granted before Mr. Oscar Fernández Mora, Notary Public Holder of the Second Notary of La Serena. The domain in his name is registered on pages two hundred and seventeen, number one hundred and seven, of the Water Property Registry of the Conservator of Real Estate of Coquimbo, corresponding to the year two thousand and twelve. /iv/ Right to use groundwater, equivalent to sixty liters per second, of a flow of sixty-five liters per second, of permanent and continuous exercise, captured from Well One, located inside Lot Number Four, of the subdivision of Fundo El Sauce, located twelve kilometers south of La Serena, on the road to Ovalle, in the commune of Coquimbo. The water will be captured by mechanical elevation from Well One, which is located inside the property, eight hundred meters north of the road to Las Apatitas and five hundred and forty meters west of the boundary with Property Number Three, it has sixty-eight point six meters deep at a yield of sixty-five liters per second. The right of use is of a consumptive nature and the catchment point is located in the Province of Elqui, Region of Coquimbo. He acquired it by tradition made by Mrs. Mary Louise, Mrs.

 

13


 

Carolin Grace, Mrs. Elizabeth Ann, Mr. Michael Barry, all surnamed Mac-Auliffe Illanes, and Mrs. Ana María Illanes Buche, as stated in the public deed of sale dated August 9, 2012, executed before Mrs. Elena Leyton Carvajal, Notary Public of the Third Notary of La Serena. The domain in his name is registered on pages one hundred and forty-two number seventy-four of the Water Property Registry of the Conservator of Real Estate of Coquimbo corresponding to the year two thousand and twelve. /v/ Right of consumptive provisional use of groundwater, of permanent and continuous exercise, for a flow of eleven liters per second, in the commune of Coquimbo, Province of Elqui, Fourth Region of Coquimbo, waters that are captured by mechanical elevation from a well located at a point of the coordinates UTM North six million six hundred sixty-nine thousand seven hundred fifty meters and East two hundred eighty-four thousand two hundred fifty meters according to IGM cartography it scales one to fifty thousand based on the South American Provisional Datum of the year nineteen hundred and fifty-six. He acquired it by tradition made by the company Inversiones Arlequín Limitada, as stated in the public deed of sale dated May 6, 2019, executed before Mrs. Margarita Moreno Zamorano, Acting Notary Public of the Twenty-Seventh Notary of Santiago. One. Three. Provisional Water Law. Frutícola Bellavista SpA is the holder of a provisional, consumptive, groundwater right, of permanent and continuous exercise, for a flow of eighty-two liters per second, Lagunillas sector, Coquimbo commune, Elqui province, Fourth Region of Coquimbo. The water is captured by means of mechanical elevation from a well located in Agricultural Plot number six, of those into which the Estancia or Fundo El Sauce was subdivided, five meters from the eastern boundary and five hundred and thirty meters from the northern boundary; corresponding to UTM coordinates North six million six hundred sixty-seven thousand two hundred and thirty-two meters, and East two hundred and eighty-two thousand six hundred and six meters, according to the IGM cartography scale One: Fifty thousand, based on the South American Provisional Datum of nineteen hundred and fifty-six.

 

14


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

  

It has a protection area of two hundred meters radius with a center on the shaft of the well. The right of use was constituted by resolution of the General Directorate of Water number three of December 6, 2004, reduced to a public deed dated January 9, 2006 granted before the Notary of La Serena Mr. Óscar Fernández Mora. He acquired it by tradition made by Mrs. Anka Luisa Bakulic Fayey, as stated in the public deed of sale dated February 1, 2016, granted before Mr. Miguel Rafael Bauzá Fredes, Notary Public Holder of the Fourth Notary of Coquimbo. The water use right identified above shall be referred to indistinctly as the "Provisional Water Law". SECOND: SALE. By this instrument, Frutícola Pan de Azúcar S.A. and Frutícola Bellavista SpA, through their appearing representatives, sell, assign and transfer to San Pedro SpA, which, through its appearing representative, purchases, accepts and acquires for itself the Real Estate, the Water Rights and the Provisional Water Law individualized in the previous clause. THIRD: PRICE OF THE SALE. Three. One.

 

15


 

The purchase price is the amount of one hundred and ninety-six thousand three hundred and twenty-four point fifty-nine Unidades de Fomento in its equivalent in pesos as of today, which the Buyer pays as follows: /i/ With one hundred and seven thousand five hundred ninety-four point nineteen Unidades de Fomento in its equivalent in pesos as of today, paid in cash and in cash to the Sellers to their full and total satisfaction, in the proportion of one hundred and seven thousand five hundred eighty point thirty-four Unidades de Fomento for Frutícola Pan de Azúcar S.A. and thirteen point eighty-five Unidades de Fomento for Frutícola Bellavista SpA; and /ii/ With eighty-eight thousand seven hundred and thirty point four Development Units in their equivalent in pesos as of today, in the proportion of eighty-eight thousand seven hundred and eighteen point ninety-seven Development Units for Frutícola Pan de Azúcar S.A. and eleven point forty-three Development Units for Frutícola Bellavista SpA, that the Buyer pays to the Sellers out of the endorsable mutual mortgage that Penta Vida Compañía de Seguros de Vida S.A. grants to the Buyer for the same amount, in accordance with the provisions of the seventh clause of this instrument, under the conditions and modalities indicated below, which are expressly accepted by the parties. Three. Two. The Selling Parties declare that they have received to their full satisfaction the entire price indicated in number Three. One. and, therefore, declare it fully paid. Consequently, the Buyer and Seller parties expressly waive the resolutory actions that may emanate from this contract, granting each other the broadest, most complete and total settlement, without prejudice to those conditions referred to in numbers Six. Two and Six. Three next. Three. Three. The parties hereby state that, for the sole purpose of the present sale, they have valued the Real Estate, the Water Rights and the Provisional Water Law that are transferred as follows: /i/ eighteen thousand three hundred fifteen point seventy-eight Development Units for Lot Two dash B dash Four individualized in the little romance /i/ of number One. One. of the first clause above; /ii/ twelve thousand seven hundred fifty-four point sixty-two Development Units for Lot Two dash B dash A individualized in the little romance /ii/ of number One.

 

16


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

  

One. of the first clause above; /iii/ twenty-four thousand seventy-eight point eighty-two Development Units for Lot Two dash C dash One dash B individualized in the romanito /iii/ of number One. One. of the first clause above; /iv/ seventy-two thousand five hundred fifty-eight point three Development Units for Lot Two indent C indent A individualized in the little romanito /iv/ of number One. One. of the first clause above; /v/ thirty-four thousand six hundred and twenty-eight comma two Development Units for Lot Two dash D dash Four individualized in the romanito /v/ of number One. One. of the first clause above; /vi/ seven thousand seventy point forty-eight Unidades de Fomento for the rights to use water consisting of twenty-five liters per second individualized in the little rumen /i/ of number One. Two. of the first clause above; /vii/ eight thousand four hundred and eighty-four point fifty-eight Development Units for the rights to use water consisting of thirty liters per second individualized in the little rumen /ii/ of number One. Two. of the first clause above; /viii/ one thousand four hundred and fourteen comma a Unidades de Fomento for the rights to use water consisting of five liters per second individualized in the romanito /iii/ of number One. Two. of the first clause above; /ix/ sixteen thousand nine hundred and sixty-nine point fifteen Development Units for the rights of use of water consisting of sixty liters per second individualized in the romanito /iv/ of number One. Two. of the first clause above; /x/ twenty-five point twenty-eight Development Units for the provisional water use rights consisting of eleven liters per second individualized in the little rump /v/ of the number One. Two. of the first clause above; and /xi/ twenty-five point twenty-eight Unidades de Fomento para el Derecho de Aguas Provisional consisting of eighty-two liters per second individualized in number One.

 

17


 

Three. of the first clause above. FOURTH: MATERIAL DELIVERY OF WHAT HAS BEEN SOLD. The material delivery of what is sold takes place in this act, to the satisfaction of the Buyer. Frutícola Pan de Azúcar S.A. declares that there are no workers or other persons working in the properties sold. Furthermore, Frutícola Pan de Azúcar S.A. undertakes to hold the Buyer harmless from any claim, indemnity, sanction or fine that may affect it due to the employment relationship that united or unites Frutícola Pan de Azúcar S.A. with the workers who work or worked in the Properties sold, or due to the termination of their contracts. being obliged to reimburse the Buyer for any payment that the latter must make for the aforementioned concepts. FIFTH: CONDITIONS OF SALE.

 

18


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Real Estate, Water Rights and Provisional Water Rights are sold as a certain species or body, with all their rights, existing or eventual, their uses, customs and their active and passive easements, in the state in which they are at present, free of all debt, liens, mortgages, prohibitions, embargoes, litigation, declaration of family property, precautionary measures, and of any preemptive right of third parties or of any other act or contract, whether or not it contains suspensive and/or resolutory conditions, or any other limitation to the domain that prevents its free and unconditional assignment or transfer to the Buyer, or that may limit or prevent its full use and enjoyment and its free disposal, except for the following encumbrances and prohibitions: (a) prohibition of change of land use registered on pages four thousand four hundred and eighty-two number one thousand six hundred thirteen in the Registry of Prohibitions and Interdictions corresponding to the year nineteen hundred and ninety-six; (b) prohibition of change of land use registered on pages five thousand eighty number two thousand five hundred forty-seven in the Registry of Prohibitions and Interdictions corresponding to the year two thousand and twenty; (c) prohibition of change of land use registered on pages six thousand seven hundred and forty-four number three thousand nine hundred fifty-nine in the Registry of Prohibitions and Interdictions corresponding to the year two thousand and eleven; (d) prohibition of change of land use registered on pages six thousand seven hundred and forty-two number three thousand nine hundred fifty-eight in the Registry of Prohibitions and Interdictions corresponding to the year two thousand and eleven; (e) easement registered on pages three hundred and two number one hundred and forty in the Registry of Mortgages and Encumbrances corresponding to the year two thousand fourteen; (f) easement registered on pages ten thousand six hundred ninety number four thousand two hundred and forty-six in the Registry of Mortgages and Encumbrances corresponding to the year two thousand and twenty-one; (g) prohibition of change of land use registered on pages eight thousand five hundred eighty-six number four thousand three hundred four in the Registry of Prohibitions and Interdictions corresponding to the year two thousand nineteen; all of the above of the Conservator of Real Estate of Coquimbo, and (h) unregistered easements constituted in favor of Agrícola Sol de Victoria SpA, by means of a public deed executed on May tenth, two thousand and twenty-two, before Mr. Gonzalo López Ríos, Alternate Notary Public of the Holder of the Notary Public of Coquimbo, Mr. Reinaldo Villalobos Pellegrini, under the repertoire number one thousand two hundred and thirty-three, dash two thousand and twenty-two; the Sellers will be responsible for the sanitation and eviction in accordance with the law.

 

19


 

SIXTH: MUTUAL. Six. One. By this act, Penta Vida Compañía de Seguros de Vida S.A., represented in the manner indicated in the appearance, lends and delivers to the Mutual Society, which declares to receive to its entire satisfaction, granting the respective cancellation, the amount of eighty-eight thousand seven hundred and thirty point forty Unidades de Fomento, in its equivalent in pesos legal currency on this date, who will allocate it in its entirety to the payment of the purchase price indicated in the third clause above. Six. Two. This mutual agreement is subject to the resolutory condition consisting of that, within a period of one hundred and twenty days from the date of this instrument, the mortgages and prohibitions that are hereby constituted in favor of the Creditor as the only encumbrances or limitations to the ownership of the Real Estate are not registered. the Water Rights and the Provisional Water Law singled out in the first clause, in the Registers of Mortgages and Encumbrances, in the Registers of Mortgages and Water Liens, in the Registers of Interdictions and Prohibitions of Alienation of Water and in the Registers of Interdictions and Prohibitions of Alienation of Waters, as the case may be, with the sole exception of those individualized in the fifth clause above. Six. Three. In the event that the aforementioned resolutory condition is met, that is, that within a period of one hundred and twenty days from the date of this instrument, the first mortgages and prohibitions that are hereby constituted in favor of the Creditor have not been registered in all the pertinent conservatory registries, as the only encumbrances or limitations on the ownership of the Real Estate, the Water Rights and the Provisional Water Law, singled out in the first clause, with the sole exception of those indicated in the fifth clause above; This contract will be terminated ipso-facto and by operation of law, without the need for a judicial or extrajudicial declaration, requirement, communication or act of any nature and without liability for the parties.

 

20


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

SEVENTH: TIME AND FORM OF PAYMENT OF THE MUTUAL FUND. Seven. One. The Mutual Society, duly represented by its representatives, undertakes to pay to the order of Penta Vida Compañía de Seguros de Vida S.A. the aforementioned amount of eighty-eight thousand seven hundred and thirty point forty Unidades de Fomento, plus the interest indicated below, within a period of one hundred and twenty months, counted from the date of this contract, by means of one hundred and fifteen monthly, advance and successive dividends. The collection of the aforementioned dividends will be carried out by Penta AMH Servicios Financieros S.A., to whom Penta Vida Compañía de Seguros de Vida S.A. has entrusted the administration of the mutual fund that is granted, or by whoever succeeds him in said administration. The monthly dividends will be: /i/ the first dividend, amounting to two thousand four hundred and forty-one point five hundred ninety-four thousand four hundred and seventeen Unidades de Fomento, which includes the interest accrued from this date until the first day of the seventh month following that of this contract; /ii/ from dividend number two to number one hundred and fourteen, both inclusive, equivalent to four hundred and seventeen point eight hundred and thirty-one thousand four hundred and fifty-four Development Units each, which correspond exclusively to interest amortization; and /iii/ the last, equivalent to eighty-nine thousand one hundred and forty-eight point two hundred and thirty-one thousand four hundred and fifty-four Development Units, which shall correspond to the amortization of interest and capital.

 

21


 

The aforementioned dividends will include the amortization and/or interest indicated in each case in the development table that is protocolized together with this public deed as "Annex I", with this same date and in this same Notary's Office, under the repertoire number [*]. The compound interest rate, real annual interest that accrues the present mutual will be five point eight percent. Dividends shall be paid monthly and in advance, within the first ten days of each month, and the first dividend shall be paid within the first ten days of April of the year two thousand and twenty-six. Notwithstanding the foregoing, the fee to be paid by the Mutual Society shall include, in addition to the monthly dividend, the premiums corresponding to the fire insurance and its additional seismic insurance, as well as that of any other additional premiums that the Financial Market Commission determines, as of the date of this contract, in the event that the contracting of the same insurance and the payment of the respective premiums are made by the Creditor.

 

22


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

  

The monthly dividend to be paid is obtained by multiplying the amount of the debt referred to above, expressed in Development Units, that is, eighty-eight thousand seven hundred and thirty point forty Development Units, by the factors that correspond to each of the one hundred and fifteen dividends, as of dividend number one, contained in the following development tables prepared for these purposes by Penta AMH Servicios Financieros S.A., in the representation that appears, /i/ in that prepared by way of example for a loan or obligation of a Development Unit; and /ii/ in that prepared in accordance with the mutual agreement granted by this instrument, those that the Mutual Society declares to be aware of and accept, and which are protocolized together with this public deed, on this same date and in this same Notary's Office, under the repertoire number [*], both tables together as Annex I. The parties expressly state that the aforementioned tables are an integral part of this deed for all legal and contractual purposes that may be applicable. It is expressly stipulated that all the obligations arising from this contract for the Mutual Society will be indivisible for all legal purposes. Seven. Two. Dividends must be paid in cash and in pesos according to the value of the Unidad de Fomento on the date of effective payment. If, for any reason, the readjustment mechanism based on the Unidad de Fomento is repealed, its calculation formula is eliminated or modified, or any alteration to said readjustment unit is established, Penta Vida Compañía de Seguros de Vida S.A. or whoever is the holder of the mutual fund on that date, may choose to apply as a substitute regime the Consumer Price Index determined by the National Institute of Statistics and Census or the agency that replaces or takes its place, in terms that the outstanding dividends will be readjusted in the same percentage to the variation experienced by the aforementioned Consumer Price Index, for the period between the previous calendar month corresponding to the last one in force of the Unidad de Fomento and the calendar month prior to the one in which the respective dividend payment is due. Notwithstanding the foregoing, in the event of simple delay and/or default, the dividend shall accrue from the day following the expiration of the term for its payment, a penal interest equal to the maximum that the law allows to stipulate for this type of credit operations of money in adjustable national currency.

 

23


 

In the event of simple delay and/or delay in the performance of its obligations arising from this contract, the Mutual Society will pay the same maximum interest indicated above on all the sums that Penta Vida Compañía de Seguros de Vida S.A. or whoever is the holder of the mutual fund on that date, has disbursed to make effective the obligations arising from this contract or for the due protection of its guarantees. as well as for the sums that it advances for insurance premiums, real estate taxes that are levied on the Real Estate that is mortgaged, as well as for any sum that the Creditor has to disburse on the occasion of this loan. Seven. Three. Penta Vida Compañía de Seguros de Vida S.A., acting through the managing agent of the mutual mortgage granted by Penta AMH Servicios Financieros S.A. or whoever succeeds him in that capacity, will grant a receipt for the payment of the dividends, indicating separately the amounts corresponding to the amortization of capital, interest and other concepts authorized by the Financial Market Commission. Seven. Four. The payments and other operations to which this instrument gives rise shall be made at the offices of the Creditor indicated in the appearance, by deposit in a Current Account, electronic transfer and/or through the means of payment that the Creditor duly informs the Mutual Society, or at the place that the Creditor opportunely communicates to the Debtor by registered letter. addressed to the address registered with the administrative agent of the mutual fund, no less than sixty days before it begins to apply. The new place of payment will be located within the city of Santiago, unless otherwise agreed in writing between the parties. EIGHTH: ENDORSEMENT.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

  

The parties expressly state that the loan or credit granted in this instrument by the Creditor to the Mutual Society is to order and therefore transferable by endorsement, in accordance with the provisions of Decree with Force of Law number two hundred and fifty-one of nineteen hundred and thirty-one and its subsequent amendments and General Rule number one hundred and thirty-six, issued by the Superintendence of Securities and Insurance, today the Financial Market Commission, on April 4, 2002 and, in this sense and in compliance with those provisions, the Notary who authorizes this deed will grant only an authorized endorsable copy of it, which will be delivered to Penta Vida Compañía de Seguros de Vida S.A. The endorsement must be in writing, placed either below, in the margin or on the back of the authorized copy of this deed. Such endorsement must bear the indication of the full names and surnames or company name of the assignee or endorsee, its domicile, its date and the signature of the assignor. It is expressly stated that the endorsee or assignee may, in turn, endorse this credit again in compliance with the formalities already mentioned, this credit being equally susceptible to future similar endorsements. Credits may only be transferred in their entirety, and may not be partially assigned, nor may they be shared. The endorsement will always be without liability for the assignor, who is only responsible for the existence of the credit. The assignment or endorsement shall include, by that fact alone, the transfer of the guarantees, rights and privileges that access said credit in favor of the assigning creditor, the endorsement being noted in the margin of the pertinent mortgage registration of the property that is delivered as collateral. Likewise, it is agreed that the assignment or endorsement will mean that the administration of this mutual agreement and the collection of the corresponding dividends will be carried out by the assignee creditor, or whoever he designates, if applicable.

 

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NINTH: REQUIREMENTS AND CONDITIONS FOR THE ADVANCE PAYMENT OF THE MUTUAL FUND. Nine. One. Voluntary Prepayments. As of the thirty-sixth month from this date, the Mutual Society will have the right to pay in advance the entire balance due of the mutual fund, having to pay interest accrued up to the date of effective payment, plus a prepayment fee, the amount of which will be the equivalent in pesos to the value of six months of interest calculated on the capital that is prepaid. as indicated in the aforementioned Annex I. Nine. Two. Without prejudice to the specific provisions of the law in the case of guarantees associated with mortgage loans, in order for the Debtor to terminate this contract early, it must pay in full the balance of the mutual fund due on the respective date, as well as the other amounts derived therefrom, including the corresponding interest and the corresponding prepayment commission. as indicated in the preceding paragraphs. The Creditor may not delay its termination, it being understood that there will be a delay if any unjustified delay of more than ten working days is verified, counted from the date of payment of any amount owed to the Creditor by the Debtor. In the cases indicated in paragraph Nine. One. above, the Debtor must notify the Creditor of its intention to pay part or all of the balance of the mutual fund in advance, at least sixty days prior to the date on which it wishes to make such payment. Nine. Three. Penta AMH Servicios Financieros S.A., as administrator of the mutual fund, or whoever succeeds it in said administration, may reject any advance payment that does not comply with the conditions indicated in the preceding paragraphs.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

In the case of advance payments, they shall be made in current currency and for the equivalent in pesos of the value of the Unidad de Fomento on the date of the actual payment. By virtue of partial advance payments, the value of the monthly dividends subsequent to it will be reduced proportionally, without altering the residual term of the debt. The Debtor's request for advance payment must be submitted in writing to the Creditor, who will issue, within five business days from the date of said request, a settlement of the debt indicating the exact amount to be paid for the early termination of the current credit. Nine. Four. The Parties place on record that on this same date and in this same notary's office, under repertoires numbers ___________________ and ___________________, they additionally entered into two endorsable mutual mortgage contracts, hereinafter referred to jointly with this contract, as the "Three Endorsable Mutual Mortgages", through which the real estate and water use rights were duly mortgaged individualized in the first clause of each of them. In view of the foregoing, the Parties agree that the Mutual Society may, in compliance with the requirements and conditions established in the respective contracts, simultaneously exercise the right of advance payment for the total balance owed under the Three Endorsable Mortgage Mutual Funds, which will not require the prior approval of Penta Vida Compañía de Seguros de Vida S.A. However, in the event of exercising the right to advance payment for the total balance owed under one or two of the Three Endorsable Mortgage Mutual Funds, the Mutual Fund will require the prior approval of Penta Vida Compañía de Seguros de Vida S.A.

 

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This approval will be subject to the reevaluation of the credit with respect to the mutual mortgages that are not prepaid and their corresponding guarantee by Penta Vida Compañía de Seguros de Vida S.A., the Creditor being able to request new appraisals of the Real Estate and Water Rights at the cost of the Mutual Society and refuse the prepayment and the corresponding lifting without stating cause. Nine. Five. Mandatory prepayments (Cash Sweep). Nine. Five. One. Without prejudice to the Mutual's power to make voluntary advance payments in accordance with the provisions of this clause, the Mutual Society undertakes, as of the year two thousand and twenty-seven, to allocate the excess cash flow generated in its operation to pay in advance the balance due from the mutual funds, in the manner and under the conditions indicated below. Nine. Five. Two. On an annual basis, during the first five days of the month of March, the Mutual Society will be obliged to provide the Creditor with an Excel spreadsheet in which the "Net Surplus Flows" of the immediately preceding agricultural season will be determined, as defined in the document that is protocolized together with this public deed as "Annex II", with this same date and in this same Notary. under the repertoire number [*], accompanying all the supporting documentation necessary to corroborate the information contained in said form and any other documentation that the Creditor additionally requires, such as accounting books and audited financial statements. Nine. Five. Three. The Mutual Society must allocate all the Surplus Net Flows to the prepayment of the Three Endorsable Mortgage Mutual Funds up to the limit of twenty percent of the capital initially owed under them. By virtue of the foregoing, each annual mandatory prepayment made with Surplus Net Flows may not exceed twenty percent of the total initial capital of the Three Endorsable Mortgage Mutual Funds, as defined in number Nine.

 

28


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Four. precedent. Therefore, in the event that the Mutual Society wishes to allocate an additional amount to twenty percent of the capital initially owed for prepayment, it will be considered a voluntary prepayment, and the requirements and obligations established in number Nine must be fulfilled for this purpose. One. previous. Nine. Five. Four. The Mutual Society may allocate each annual mandatory prepayment made with Surplus Net Flows to one or more of the Three Endorsable Mortgage Mutual Funds of its choice, and must communicate such decision to the Creditor at least thirty days prior to the effective payment date. However, after receiving such communication, Penta Vida Compañía de Seguros de Vida S.A. may refuse the destination proposed by the Mutual Society if on the occasion of the same the debt related to one or two of the Three Endorsable Mortgage Mutual Funds may be extinguished. Nine. Five. Five. During the first five days of April of each year and after the Creditor has expressed its agreement with the determination of the Net Surplus Flows for the respective season, the Mutual Society will pay the Net Surplus Flows to the Creditor in the manner provided in number Seven. Four. of the seventh clause above. Nine. Five. Six. In the event that the Creditor objects to the determination of the Net Surplus Flows and this has not been corrected by the first day of the current April, the Mutual Society must pay the undisputed part of the Net Surplus Flows. Likewise, Penta Vida will be empowered to request the disclosure of all the accounting books and records kept by the Mutual Society. If the Creditor detects that the documentation provided is erroneous or incomplete, the Mutual Society will be considered to have committed a serious breach of the obligations imposed by this mutual agreement, and the Creditor will be entitled to exercise the rights conferred on it in number Twelve.

 

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One. of the twelfth clause below. Nine. Five. Seven. Once the objections to the determination of the Net Surplus Cash Flows have been resolved to the satisfaction of both parties, if any, the Mutual Society shall pay the Creditor the corresponding difference within the following ten calendar days. Nine. Six. Mandatory prepayments due to debt-guarantee ratio. Nine Six. One. The Debtor authorizes the Creditor to contract, every two years or when it deems appropriate, a new appraisal of the economic unit composed of the Properties, the Water Rights and the other assets and constructions that are in the Properties intended for its agricultural exploitation and is obliged to accept the determination made in this regard by the appraiser. Nine. Six. Two. If, during the term of this mutual agreement, the unpaid balance is greater than sixty percent of the commercial value of the Real Estate and Water Rights, considering plantations, constructions, installations or other assets other than those indicated existing in the Properties that are considered in the new appraisal carried out, the Debtor will be obliged to make a partial prepayment for the amount necessary for the unpaid balance of the mutual agreement to be equal to or less than sixty percent of the property. percent of the value of the assets indicated by the aforementioned new appraisal. Nine. Six. Three. Likewise, if during the term of this mutual agreement, the unpaid balance is greater than eighty percent of the commercial value of the Real Estate and Water Rights, without considering plantations, constructions, installations or other assets other than those indicated, according to the new appraisal made, the Debtor will be obliged to make a partial prepayment for the amount necessary so that the unpaid balance of the mutual fund is equal to or less than eighty percent of the value of the Real Estate and the Water Rights indicated by the aforementioned new appraisal.

 

30


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Nine. Six. Four. The mandatory prepayments established in numbers Nine. Six. Two. and Nine. Six. Three. precedents must be made in the manner provided in number Seven. Four. of the seventh clause of this instrument, and within a period of fifteen days from the time it is requested by the Creditor. Nine. Seven. If the Mutual Society fails to comply with its obligation to make the mandatory prepayments referred to in this clause within the periods stipulated for this purpose, it will be considered that it has committed a serious breach of the obligations imposed by this instrument, entitlement to the Creditor to exercise the rights conferred on it in number Twelve. One. of the twelfth clause below. Nine. Eight. The Debtor shall be responsible for the costs associated with the procedure for determining the Net Surplus Flows, appraisals and, in general, all operational expenses related to the analyses necessary for the determination of the debt-collateral ratio and the obligation or appropriateness to make mandatory or voluntary prepayments, as applicable, in accordance with the provisions of this clause. TENTH: MORTGAGE AND PROHIBITIONS. Ten. One.

 

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In order to guarantee the exact, complete and timely fulfilment of each and every one of the obligations arising from this instrument for the Mutual Society, including the full payment of the principal, interest, readjustments and fines, as well as the reimbursement of collection and other expenses incurred, it constitutes the first mortgage in favour of Penta Vida Compañía de Seguros de Vida S.A. on the Real Estate and Water Rights individualised in the first clause. The above mortgage includes all real estate that by adhesion or destination belongs or is deemed to belong to the Real Estate, its natural and civil fruits, increases and useful, necessary or voluntary improvements. It is expressly stated that, in accordance with the provisions of article one hundred and ten of the Water Code, the mortgage of the rights of use of provisional waters individualized in the romanito /v/ of number One. Two. and number One. Three. of the first clause must be registered together with the mortgage of each of the Properties in the respective Registry of Mortgages and Encumbrances, as it is an unregistered right of use. Ten. Two. Likewise, in this act and by this instrument, the Debtor undertakes not to alienate or promise the alienation by sale or any transferable title of ownership, encumber in any way, constitute real or personal rights of any nature in favor of third parties, subdivide, demolish in whole or in part the Properties or existing constructions or those that are built on them, carry out any transformation or alteration to the Real Estate and/or Water Rights, nor lease or sublease the Real Estate and/or Water Rights in whole or in part by public deed, or allow their lease or sublease; without the prior written consent of an authorized representative of the Creditor, until the full payment of the mutual object of this instrument, including readjustments, interest and fines, all prohibitions that must be registered in the corresponding registry together with the mortgages that are constituted by this instrument. Likewise, it is prohibited for the Debtor to carry out or authorize third parties to carry out any kind of mining exploration or exploitation work in the Real Estate. Ten. Three.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Penta Vida Compañía de Seguros de Vida S.A., represented in the manner indicated in the appearance, expressly accepts the constitution of the mortgage and the prohibitions in its favor referred to in the preceding paragraphs. Ten. Four. The Mutual Society is obliged to keep up to date the payment of the land tax, municipal rights, patents, and other taxes or levies of the Properties, as well as the association fees of canals or communities of water and patents that may be levied on the Water Rights. If it does not do so, the Mutual Society authorises the Creditor to pay them on behalf of the Mutual Society. ELEVENTH: INSURANCE. Eleven. One. During the entire period of validity of the mutual agreement and until the full payment of any sum owed to the Creditor by virtue of it, the Properties, the properties by adhesion and the properties by destination must be insured against all normal and insurable risks that may affect them, including the risks of fire with additional earthquakes, acts of nature, terrorist and/or malicious acts, explosion and other additional clauses of the fire policy. Eleven. Two. The insurance must be contracted, renewed and maintained by the Debtor in any of the national insurance companies with a risk rating of at least A+ made by a rating company approved by the Financial Market Commission, for a sum sufficient for the Properties to remain fully insured at all times in accordance with their commercial value, deducting the value of the land. The beneficiary of the insurance must be the Creditor. The insurance policies contracted by the Debtor may be analyzed for their conformity by an external advisor chosen by Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund or the assignee of the mutual fund. The aforementioned advice must determine whether the policy adequately guarantees the interests of the Creditor in the event that a loss covered by the coverage of the policy(s) contracted actually occurs.

 

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If the policies are rejected, they must be corrected and made available again for the analysis of the aforementioned external advice, and if after this second review they are rejected again, Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund or the assignee of the credit, as the case may be, may directly contract the insurance at the expense of the Debtor. who must reimburse the sums paid for these concepts plus the maximum conventional interest that governs at the time of payment, together with the payment of the dividends of the mutual fund. The Debtor states that the external advice that analyzes the insurance policies is an additional service that it freely accepts from now on. Likewise, the Debtor in the corresponding policies must authorize Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund or the assignee of the credit so that it, at its discretion, appoints an insurance broker, who will have the power to audit and control compliance with the terms and conditions of the policies contracted. such as its validity, its maturities, payment statuses, among other stipulations of interest for the Creditor. Furthermore, both parties understand and accept that Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund or the assignee of the credit, may, at any time during the term of this contract, request an insurance company to inspect the mortgaged properties as well as replace the insurance broker indicated above. Eleven. Three.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

In the event that the Debtor does not take out the insurance referred to in the preceding paragraphs, which shall be considered a serious breach of the obligations imposed on the Debtor by this contract, Penta AMH Servicios Financieros S.A. may do so in its capacity as managing agent of the mutual fund or the assignee of the credit, at the cost and expense of the Debtor. who will have the right to collect the value of the premiums paid together with the future dividends not earned, plus the maximum interest that the law allows to stipulate. No liability of any nature shall arise for the Creditor, nor may it be understood that it waives any right in accordance with this contract or the law, in the event of not proceeding to take out the aforementioned insurance in the manner established in this instrument, nor for claims that for any reason are not duly covered or insured. Furthermore, the Debtor releases the Creditor and Penta AMH Servicios Financieros S.A. from all liability in its capacity as managing agent of the mutual fund or the assignee of the credit for the quality and coverage of the insurance contracted, whatever the cause that has caused its contracting. Thus, claims or securities not covered by the policies contracted by Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund or the assignee of the credit, must in all cases be borne by the Debtor. Eleven. Four. In accordance with the provisions of articles five hundred sixteen and five hundred eighteen of the Commercial Code, in the particular conditions of the insurance policies indicated in the preceding paragraphs, the quality of the insurance taken by the Creditor, Penta AMH Servicios Financieros S.A. and the Debtor must be expressly recorded. Eleven. Five. The insurance premiums must be paid in advance annually and in a timely manner by the Debtor in cash, and the Debtor must send to Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund, a copy of the proof of payment, within ten calendar days from the due date of the respective payment.

 

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Eleven. Six. In the policies of all insurance policies contracted by virtue of this contract, it must be stated that the Debtor may not modify, cancel or render ineffective the policies, without the express consent of Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund. The insurance policies contracted, reviewed and once approved by Penta AMH Servicios Financieros S.A. must be maintained under substantially similar terms throughout the term of this contract. The Debtor shall deliver the policies issued by the insurance company with which such policies are contracted to Penta AMH Servicios Financieros S.A., within fifteen calendar days from their granting, as well as within the same period from the date of each of the extensions, modifications and renewals of said insurance contracts. In the event of non-compliance with this obligation, Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund, may take out such insurance, charging the Debtor the sums paid for this item, plus the maximum interest that the law allows to stipulate, together with the dividends of the mutual fund. If a claim occurs and the insurer refuses to pay compensation to Penta AMH Servicios Financieros S.A., the latter shall be entitled to exercise any of the options indicated in clause twelfth of this instrument. Eleven. Seven. The Debtor must comply with all the obligations and burdens imposed on it by law and the insurance policies contracted, taking care to avoid that, due to any fact, act or omission on its part, its resolution, nullity or expiration may occur. If the insurance is contracted with a deductible or deductible, the damages that the insurer does not compensate for this reason will be covered by the Debtor.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

The Debtor must immediately inform Penta AMH Servicios Financieros S.A., in its capacity as managing agent of the mutual fund, of the loss that has affected any of the Properties, regardless of the damage or loss it has suffered and whether or not it is covered by insurance, indicating the date and circumstances of the claim, as well as the nature and estimated amount of the damages. When, as a result of a loss, the Real Estate or Properties experience damage that does not exceed three quarters of its value, that is, partial losses or damages, the Debtor, in addition to continuing to pay the dividends of the mutual object of this instrument, must proceed to repair the damages with its own resources. Once the insurer has compensated Penta AMH Servicios Financieros S.A. in its capacity as managing agent of the mutual fund or the Creditor, as beneficiary of the insurance, and once the Debtor has made the repairs to the Property(s) in full compliance with Penta AMH Servicios Financieros S.A., the Debtor will be entitled to have the amount of the compensation assigned to her. If the indemnity paid by the insurer is less than the cost of repairing the Property(s), the Debtor shall bear exclusively the difference between the value of such repairs and the amount effectively compensated. If the loss causes a total loss or damage, that is, that exceeds three quarters of the value of the Real Estate or Properties, the Debtor may, at its discretion, choose to avail itself of the agreed regulation in the event of partial loss in the event that it is possible to replace the Immovable Property or Properties in full, or to pay in advance the balance of the mutual fund and any sum derived from it. in accordance with the provisions of clause nine of this contract.

 

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The Debtor must pay the balance of the mutual fund in advance within sixty calendar days from the date on which Penta AMH Servicios Financieros S.A. informs it that the insurer has made a decision regarding the payment of the insurance indemnity, either approving or rejecting it, being obliged to continue paying the dividends until the full balance owed by the mutual fund is effectively paid. At the time of advance payment of the balance of the mutual fund, Penta AMH Servicios Financieros S.A. will assign to the Debtor the compensation made available by the insurer, or, where appropriate, will assign its rights to claim compensation for the loss. Eleven. Eight. The Debtor may insure the Properties, at its own expense and cost, against any other risk. Eleven. Nine. The obligation of the Debtor to reimburse the Creditor the amounts that the Creditor disburses for any of the concepts mentioned in this clause, are also guaranteed by the mortgage constituted in this instrument. Eleven. Ten. The Debtor expressly declares to know: (a) That it may take out the insurance provided for in this clause on its own, directly from any insurance company that meets the aforementioned requirements or through any insurance broker in the country; (b) That in view of the Creditor's interest in maintaining the value of the Real Estate as a mortgage guarantee, in the event that the insurance indicated in this clause has been contracted by the Creditor as beneficiary of them, either through collective or individual policies and by virtue of the mandate conferred for that purpose, the Debtor may in no case terminate early the insurance that is in force, the prior written consent of the Creditor is always required, either for the early termination of the insurance taken out by the latter, or to

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

replace them with others, which must always comply with the requirements indicated in this clause; and (c) That the insurance coverage mentioned in this clause is generally annual, which is why the values of the premiums may vary during the duration of the mutual agreement. ELEVENTH BIS: OBLIGATIONS OF THE DEBTOR WITH RESPECT TO THE RIGHTS OF USE OF WATER. Eleven. Encore. One. The Parties declare that, currently, the right to use water individualized in the romanito /iv/ of paragraph One. Two. of the first clause above, for a flow of sixty liters per second, is in the process of changing the collection point to the deep well located at the coordinates UTM (m) North: six million six hundred sixty-eight thousand seven hundred seventeen and East: two hundred and eighty-four thousand three hundred ninety-one, referring to the Datum WGS eighty-four, Nineteenth Zone, which is located outside the Buildings, without there being aqueduct, transit, electrical and occupation easements validly constituted in favor of the Properties that allow the water extracted from said well to be conducted along the entire route to the Buildings, access to the properties serving for the operation of the well and the maintenance and repair of the aqueducts, transmit and provide electrical energy to the pump and other equipment that allow the elevation and impulsion of the water from the well, and occupy the piece of land on which the well is located to carry out the works and installations necessary for its optimal operation and ensure that the owner of the property on which the well is located does not hinder it. By virtue of the foregoing, the Debtor assumes in favor of the Creditor the obligations established in this clause in order to correct the situation described in this section. Eleven. Encore. Two. The Debtor undertakes in favor of

 

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the Creditor to, within a period of one year from this date, obtain the constitution of the following easements: (a) Aqueduct easements that allow the water extracted from the well identified in the preceding paragraph to be conducted along the entire route to the Buildings, by means of aqueducts that are of sufficient dimensions to conduct the entire ascending flow at sixty liters per second; (b) Transit easements that allow access to the affected properties with the aqueduct easements constituted in accordance with letter (a) above, for the purpose of carrying out the installation, maintenance, cleaning, repair and improvement of the aqueducts; (c) Easement of occupation with respect to the piece of land on which the well identified in the preceding paragraph is located, by which the servant property is subject to the obligation to refrain from carrying out any action that could disturb in any way, hinder or impede the use of the well and the dominant property is authorized to carry out the works and installations that guarantee its optimal operation; (d) Easements of transit that allow free access to the property in which the well identified in the preceding paragraph is located for the purpose of operating, maintaining and improving the well; and (e) Electrical easement that allows the use of currently existing power lines or, failing that, the installation of an electric line that allows the pumps and other equipment necessary for the elevation and impulsion of water to be provided with electrical energy of the well individualized in the preceding paragraph. This obligation will be understood to be fulfilled once they show the Creditor the authorized copies that prove that all the easements have been granted by public deed and registered in the Registry of Mortgages and Encumbrances of the competent Real Estate Conservator. Eleven.

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Encore. Three. If within a period of one year from this date, the easements are not granted under the terms established in number Eleven. Encore. Two. above, the Debtor undertakes in favor of the Creditor to explore and drill one or more deep wells within the Properties and enable them, in order to transfer the Provisional Water Right individualized in number One. Three. of the first clause above, for a flow of at least eighty-two liters per second, for which purpose the Debtor undertakes to request and obtain the authorizations for the change of collection point and other alternative administrative or technical permits that may be necessary. This obligation shall be deemed to have been fulfilled only once the competent authorities have authorized the extraction of a total flow of at least eighty-two liters per second from one or more wells located within the Buildings, which must occur no later than three years from that date. TWELFTH: NON-COMPLIANCE. Twelve. One. In the event of default or simple delay by the Debtor in the full and timely payment of all or part of any dividend into which the payment of the loan granted under this instrument or of any other sum due to the Creditor is divided, the latter shall have the right to require the Debtor, at its option, the payment of the dividend or dividends due, or the total payment of the obligation referred to in this instrument. In the latter case, the mutual fund referred to in this instrument shall be made fully and immediately enforceable, without the need for any declaration or judicial resolution, the total of the debt being understood as overdue. The exercise of the latter option will be communicated by the Creditor to the Debtor by registered letter addressed to its domicile. Whichever alternative the Creditor chooses, i.e. that it requires the payment of the

 

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dividends due or the full payment of the obligation, a penal interest equal to the conventional maximum that the law allows to be stipulated for credit operations of money in readjustable national currency will accrue, from the date of the default or simple delay until the date of full and effective payment of the amount owed and its accessories, interest that will be calculated and paid on the total amount owed, duly readjusted. Likewise, the Creditor is specially empowered to consider the obligation subject to this instrument as overdue and to demand the immediate payment of the total amount of the debt, in principal and interest, accruing the penal interest previously agreed in the manner stipulated therein, in the event of non-compliance by the Debtor with any of the obligations arising from this instrument, and, in addition, if any of the following circumstances occur: (a) If any of the Properties undergoes deterioration that, in the opinion of the Creditor, makes the guarantee insufficient, including, in the event that any of the Properties is used for public utility in whole or in part, and the Debtor does not grant complementary guarantees or new guarantees to the satisfaction of the Creditor within the period of sixty days following the request by the Creditor last. For these purposes, the Debtor authorizes the Creditor to contract the reappraisal of the Real Estate or Properties and undertakes to accept the determination made in this regard by the appraiser; (b) When, as the case may be, without the written consent of the Creditor, the irrigation systems or plantations that exist or will exist in the future in any of the Properties are demolished in whole or in part, or a transformation or alteration is carried out, even if they do not diminish the guarantee or make it insufficient. However, authorization from

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

the Creditor will not be required in the case of replantings of the same species due to defects, pests or malformations in certain trees that cover an area of less than ten percent of the Properties; (c) If the Debtor becomes insolvent or defaults in the payment of any debt obligation with third parties if it is requested, by it or a third party, its liquidation or reorganization in accordance with the provisions of the bankruptcy proceedings established in Law Number twenty thousand seven hundred and twenty; (d) If the Mutual Society or a third party infringes any of the prohibitions established in the tenth clause of this instrument, without prejudice to the Creditor's ability to exercise other legal actions for this breach of contract; (e) If any of the insurances referred to in the eleventh clause of this instrument are not contracted in a timely manner, do not exist or are ineffective, or if the Debtor does not pay the respective premiums within the deadline, does not renew said insurances or does not reimburse the Creditor for the sums not covered by said insurance in the event of a loss; (f) If it turns out that any of the Real Estate is or will be in the future subject to any lien, prohibition, mortgage, precautionary measure, embargo, declaration of family property, resolutory action or preferential right of a third party or to any other situation limiting its ownership other than those constituted by this instrument and the encumbrances constituted prior to this date that are individualized in the fifth clause above; (g) If for any cause or reason the mortgage, prohibitions or pledges that are hereby constituted are annulled, terminated or rendered null and void; (h) If he is late in the payment of any fee, tax, patent, right, tribute or levy levied on Real Estate or Water Rights and especially the

 

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land tax; (i) If the Debtor or its partners or shareholders, or the partners or shareholders or controllers of any of them, as applicable, fail to comply with the obligations or fail to comply with the prohibitions that arise for each of them from this agreement, including without limitation those established in clauses eighth, ninth, tenth, eleventh and eleventh bis of this instrument, or if the transformation, termination, dissolution, liquidation, reduction of term or capital or division of the Debtor is agreed or ordered, or if it terminates early for any reason, unless it has prior written authorization from the Creditor; (j) If any precautionary or prejudicial measure or any other lien is seized or decreed on the rights or shares into which the capital of the Debtor is divided or the rights or shares representing the capital of its partners or shareholders, as applicable, as well as if any precautionary measure or seizure on the assets of the Debtor is blocked; (k) If mining work of any kind is carried out in any of the Properties, whether for exploration or exploitation, including those authorized by the Debtor, the holder of the respective concession or by the competent authority; (l) If the Debtor or its related persons fail to comply or incur in default or simple delay with respect to any obligation contracted in any contract that the Creditor has entered into or will enter into in the future with the Debtor, or its related persons, regardless of the amount of the obligation breached. For these purposes, it is expressly stated that the Creditor will be entitled to exercise any of the options established in this clause if the Debtor fails to comply with any of the obligations contracted by virtue of any of the mutual agreements signed on this same date and in this same Notary Office under the repertoires

 

44


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

numbers ______________________ and ________________________; m) If the wells in which the rights to use water intended for the use and benefit of the Buildings are exercised do not have a yield greater than or equal to zero point forty-five liters per second per hectare. For these purposes, it is recorded that the total productive area of the Buildings is one hundred and twenty point fifty-eight hectares. For the purposes of accrediting compliance with this obligation, the Creditor may require the Mutual Society to provide pumping tests or other information that allows accrediting the performance of each of the wells in which the water use rights are exercised; n) If the Debtor fails to comply with the obligations stipulated in number Eleven. Encore. Three. of the eleventh bis clause above, that is, if, after the period of one year from this date has elapsed without the easements referred to in said clause having been granted, the necessary administrative authorizations are not obtained, at the latest within a period of three years from this date, to be able to extract the rights to use the waters indicated from one or more wells located in the Buildings, all in accordance with the provisions of the aforementioned clause eleventh bis; o) The revocation of the mandates contained in this instrument before the full payment of the mutual agreement, including readjustments and all kinds of interest, as well as the other expenses whose reimbursement the Debtor owes to the Creditor under this agreement; p) If the Debtor modifies, assigns or terminates the contracts for the sale of fruit, export and others indicated in clause eight of the contract of sale, mortgage, non-possessory pledge and commercial pledge executed in this same Notary and on this same date under repertoire number _____________, without the authorization of the Creditor; and q) If the Debtor does not inform the Creditor within the agreed period of the execution of new contracts of sale, export or any other title intended for the commercialization of fruit products or does not constitute a commercial pledge with respect to the credits generated by virtue of them, in the terms regulated in the contract of sale, mortgage, non-possessory pledge and commercial pledge granted in this same Notary and with this same date under the repertoire number _____________________.

 

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Twelve. Two. The failure of the Creditor to exercise the rights recognized in paragraph Twelve in a timely manner. One. foregoing, shall not in any way imply a waiver of them, the Creditor reserving the right to exercise them when he deems it appropriate. The parties expressly state that the fact that the Creditor makes use of the power to accelerate the credit conferred by this clause does not disqualify him in any case from subsequently exercising the same right, one or more times, in the event that any of the causes that make it appropriate are reconfigured. including those indicated in letters (a) to (q) of the preceding paragraph. Consequently, the agreement reached in a trial, the Creditor's withdrawal from continuing an enforcement, or circumstances similar to the above, will not inhibit the Creditor from exercising this power again, nor will the right recognized by this clause be deemed to have been extinguished, expired or prescribed. The foregoing is without prejudice to the fact that the Creditor may use the services of external collection companies in the event of delay or simple delay in the payment of any of the dividends, the costs of which shall be borne by the Mutual Society. Twelve. Three. When the Debtor has not paid the dividends within the established periods, the Creditor may request that the Real Estate be sold at public auction, in accordance with the corresponding procedure indicated in the law.

 

46


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

The same procedure shall apply in all cases in which the Creditor, in accordance with the provisions of this contract, may require the Debtor to pay its obligations in advance. Twelve. Four. The Debtor shall be liable for any damages or losses caused to the Debtor by its dependents and the occupants or visitors of the Properties in any capacity, to them, to neighboring properties, and to any person, and the Debtor shall be obliged to hold the Creditor harmless for any sum that may be demanded from the latter for such concepts. THIRTEENTH: OBLIGATION TO MAINTAIN CONTROL OVER THE DEBTOR. During the term of this contract, FIP Victus undertakes, as long as there are outstanding obligations on the part of the Debtor, to maintain control over the Debtor, as this term is defined in Law eighteen thousand forty-five. Similarly, and as long as there are outstanding obligations of the Debtor, Sembrador Capital de Riesgo S.A., is obliged to remain as administrator of the FIP Victus. FOURTEENTH: INFORMATION OF THE DEBTOR. During the term of this contract, the Debtor undertakes to provide the Creditor, at any time upon its sole request and at least once a year and no later than the thirty-first of May of each year, the following information: /i/ the financial statements of the Debtor as of the thirty-first of December of the immediately preceding year, duly audited by auditors registered in the pertinent registry of the Financial Market Commission or, failing that, signed by the legal representative of the Debtor; /ii/ a certificate of good standing issued by the competent Commercial Registry and a certificate of corporate composition of the Debtor, with reference to the natural persons who are shareholders or indirect partners of the same, or to the controlling private investment fund, if applicable, signed by its legal representative; and /iii/ all other information that the Creditor deems pertinent to require.

 

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FIFTEENTH: INFORMATION TO THE DEBTOR AND DECLARATIONS. The Debtor declares that it has received from the Creditor in a complete and timely manner, all the necessary information about the approximate global expenses required by this endorsable mutual mortgage contract, such as taxes, notary fees, registration fees in the Real Estate Conservator, insurance premiums, appraisal of the Properties, legal fees for the study of titles and for the drafting of this deed. Likewise, the Debtor declares to have been informed by the Creditor, previously and in a timely manner at the time of applying for the loan, of the regulatory framework of the endorsable mutual mortgage granted by this deed, as well as its terms and conditions, and in particular, of its term, costs and interest rate. Likewise, it declares to know that the Creditor assesses and reports the titles of the Properties based on its own criteria and to protect its rights, being the exclusive responsibility of the Debtor to hire, if it deems it necessary, the advisors, professionals and technicians that it deems appropriate. The Debtor declares to be aware that Penta Vida Compañía de Seguros de Vida S.A. carries out the extrajudicial collection of its financial products through an external collection company, Penta AMH Servicios Financieros S.A., and the Debtor is responsible for the expenses accrued for this concept.

 

48


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

In the pre-judicial collection stage, late payments with more than twenty calendar days of arrears, will be subject to surcharges for the collection of the Debtor's cost, which will be applied progressively on the principal owed or the overdue installment whose collection is proceeded, as the case may be, according to the following detail: for the part of the debt that does not exceed ten Development Units, the surcharge will be nine percent plus Value Added Tax; for the part that exceeds ten Development Units and does not exceed fifty Development Units, the surcharge will be six percent plus Value Added Tax; and for the part that exceeds fifty Development Units, the surcharge will be three percent plus Value Added Tax. The respective collection company will carry out its extrajudicial collection procedures in accordance with the law, and may therefore carry out such activities by means of telephone calls, letters, visits and other lawful means that the external company determines, being empowered to define the practical way in which the collection procedures will be carried out, which, in any case, will be carried out on working days between eight and twenty hours. Notwithstanding the foregoing, Penta Vida Compañía de Seguros de Vida S.A. is authorized to initiate legal actions at any time for the collection of the amount or amounts owed, in accordance with current legislation. For the sake of completeness and in accordance with the provisions of Law number nineteen thousand six hundred and twenty-eight on the Protection of Personal Data, Penta Vida Compañía de Seguros de Vida S.A. may disclose to the collection company all necessary information regarding the loans granted, such as the number of the endorsable mutual mortgage transaction, details of the debts, name and RUT of the Debtor, telephone numbers, addresses, etc. Penta Vida Compañía de Seguros de Vida S.A. informs that the modalities and procedures of extrajudicial collection may be changed annually in the case of endorsable mutual mortgages whose payment term exceeds one year, in terms that are not more burdensome or onerous for the debtors or discriminate between them, and provided that such changes are notified at least two payment periods in advance.

 

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The Debtor also declares that the purpose of the credit granted by this instrument is to finance the main economic activity of the Debtor, an activity that complies with the laws and regulations that are applicable to it and that are required for the development of its business and that it has or will have within the term the respective permits and authorizations. Declares that it complies with the rules that refer to; to free competition and fair competition; to the prevention of corruption, money laundering and the financing of terrorism; to the protection of consumer rights; to environmental, social and respect for human rights matters. Finally, it declares that the signing of this instrument has been duly authorized by all the necessary corporate acts, and that the representatives who appear have sufficient powers to sign this document. SIXTEENTH: AUTHORIZATION. The Debtor expressly declares that it is aware that the non-payment in full or timely of the dividends of this mutual agreement may be reported to the Commercial Information Bulletin of the Santiago Chamber of Commerce or to other registries or databases. To the extent relevant, the Debtor declares that it will directly request the modification of said Bulletin, banks or data records with sufficient proof of payment, releasing the Creditor from such management. In addition, they authorize the consultation of debts in systems, in order to obtain a profile of their financial behavior and mitigate risks for the company. SEVENTEENTH: CHANGE OF MANAGING AGENT OF THE MUTUAL FUND.

 

50


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

In addition to what is indicated in this instrument and for all legal and contractual purposes that may be applicable, it is expressly stated that the managing agent of the mutual fund that is granted is Penta AMH Servicios Financieros S.A., which maintains a contract for the administration of endorsable mortgage mutual funds with Penta Vida Compañía de Seguros de Vida S.A. However, in the event of a change in the administrator of the mutual fund, this circumstance shall be duly informed to the Debtor in the manner and opportunity established by the applicable regulations. EIGHTEENTH: STAMP TAX. For the purposes of the provisions of Decree Law number three thousand four hundred and seventy-five, the Creditor declares that the Stamp Tax levied on this instrument is paid to the General Treasury of the Republic as established in the aforementioned decree law. The Debtor releases the Creditor from all liability in relation to the payment of the aforementioned tax, as well as to obtain the refund of the aforementioned tax in the event that the mutual agreement agreed in this deed is void for any reason. NINETEENTH: LIFTING AND CANCELLATION. Present at this act, _______________, on behalf of BANCO DE CHILE, a banking corporation, Single Tax Roll Number ninety-seven million four thousand dash five, both domiciled at Paseo Ahumada Street Number two hundred and fifty-one in the city and commune of Santiago, the adult appearing, who proves his identity with the aforementioned ID and states: One) That in the representation in which he appears, he hereby lifts and cancels only with respect to the real estate and water rights that are alienated by this instrument, the mortgages and prohibitions constituted in favor of the Bank of Chile, registered on pages one thousand eighty-three number four hundred and ninety-eight of the year two thousand fifteen of the Registry of Mortgages and Encumbrances and on pages one thousand two hundred and fifty and five number six hundred ninety-seven of the year two thousand fifteen of the Registry of Interdictions and Prohibitions of Alienation, and on pages one number one of the year two thousand fifteen of the Registry of Mortgages and Encumbrances of Water and on pages one number one of the Registry of Interdictions and Prohibitions of Alienation of Waters, all of the Conservator of Real Estate of Coquimbo.

 

51


 

This cancellation and lifting is granted subject to the copulative suspensive conditions consisting of the duly registration in the corresponding Registries of the Conservator of Real Estateof Coquimbo, the ownership of the real estate that by this instrument is alienated in the name of the purchasing party, free of other encumbrances, prohibitions and embargoes, except those indicated in the fifth clause of this instrument. Notwithstanding the foregoing, Banco de Chile does not assume any responsibility for any encumbrances, prohibitions or seizures that may be registered on the property, other than those that are hereby raised. If, within a period of one hundred and eighty days from this date, the domain is not registered in the name of the buyer under the conditions precedent indicated, these shall be deemed to have failed for all legal purposes, without the need for any judicial declaration, and the guarantees and prohibitions hereby issued shall remain fully in force in favor of Banco de Chile. Two) The bearer of an authorized copy of this deed is empowered to request from the respective Real Estate Conservator, the annotations, registrations, sub-registrations and other appropriate actions. STATUS. The legal status of Mr. ___________, to represent the Bank of Chile, consists of a public deed dated __________________, executed at the Notary of Santiago de don...

 

52


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

The aforementioned deed is not inserted at the express request of the parties because they are known to them and that the notary who authorizes it has had in view. TWENTIETH: JUDICIAL MANDATE. In this act and by means of this instrument, the Debtor confers special power of attorney to Arnaldo Gorziglia Cheviakoff, already individualized, and María del Carmen Herrera Guzmán, Chilean, single, lawyer, identity card number nineteen million five hundred sixty-seven thousand seven hundred seventy-nine indent four, domiciled for these purposes at El Golf number forty, fifth floor, commune of Las Condes, Metropolitan Region, hereinafter each of them the "Agent" and jointly the "Representatives", hereinafter the "Agent", so that the latter may receive by and on behalf of its principals, judicial or extrajudicial notifications and requirements, in any management, procedure or trial, whatever the applicable procedure or the court or authority that has entrusted its knowledge in all that is related to this contract. Consequently, the notification or requirement made to the Agent will validly summon the Debtor and the other parties other than the Creditor. This mandate may only be terminated early or replaced by another with the prior, express and written consent of the Creditor. It is hereby stated that, by virtue of this mandate, the Agent does not assume any obligation to pay the obligations that the Debtor or the other parties enter into in this same instrument. The Agents present this act, who prove their identity with their respective identity card and state: That they expressly declare to know and accept in all its parts the terms of this mandate, and undertake not to renounce it without prior written authorization from the Creditor. TWENTY-FIRST: SPECIAL POWERS.

 

53


 

Twenty-one. One. The parties confer special power of attorney on Penta Vida Compañía de Seguros de Vida S.A., so that acting through Penta AMH Servicios Financieros S.A., and the latter through any of the lawyers Roberto Correa Vergara and Jorge Correa Reymond, they may clarify or complement the obscure or doubtful points, save the omissions and rectify the copying errors. of reference or numerical calculations that appear in the deed itself, in relation, for example, to the correct individualization of the appearances, the Water and Real Estate Rights, their boundaries or any other requirement that may be necessary in the opinion of the Real Estate Conservator competent exclusively to properly register the mortgages and prohibitions set forth in the tenth clause above. The agents are specially empowered to sign all the public and private instruments necessary for the fulfillment of their task, being able to request the cancellations, annotations, registrations and sub-registrations that may be necessary in the matrix of the same and in the pertinent Public Registries. The parties understand and acknowledge that it will be sufficient as rendering of accounts for the delivery by Penta Vida Compañía de Seguros de Vida S.A. to the Debtor of a copy of the respective registrations that are made by the competent Real Estate Conservator by virtue of this contract. Twenty-one. Two. The parties authorize the bearer of an authorized copy of this deed to request from the respective Real Estate Conservator the cancellations, lifts, registrations, sub-registrations and annotations that are appropriate. TWENTY-SECOND: COMMUNICATIONS. For all purposes of sending notifications, correspondence, notices and/or settlements that have their origin in this contract or communication of any kind that one of the parties wants or must make to the other, for or on the occasion of the provisions of this contract, they must be made by electronic or digital means provided by Penta Vida Compañía de Seguros de Vida S.A., whatever its type; e-mail, web page, web box or other that may be created in the future.

 

54


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

In the case of electronic submission, these will be made to the contact information indicated below: (a) Debtor: Attention: José Miguel Fernández García Huidobro. Telephone plus five six nine nine three four three nine two eight nine. Address. Avenida Vitacura number five thousand two hundred fifty, office seven hundred five, commune of Vitacura, Metropolitan Region Email: jfernandez@sembradorcapital.com. c.c. Joaquín Lobel. Telephone plus five six nine eight four four nine four one six zero. Address. Avenida Vitacura number five thousand two hundred fifty, office seven hundred five, commune of Vitacura, Metropolitan Region Email: jlobel@sembradorcapital.com. (b) Penta Vida Compañía de Seguros de Vida S.A.: Attention: Jorge Francisco Palavecino Helena. Telephone: two thousand eight hundred eighty-nine nine thousand seven hundred one. Address: Hendaye sixty, seventh floor, Las Condes, Santiago. E-mail: jpalavecino@pentavida.cl. c.c. Ana María Schepeler Valenzuela. Telephone: nine eight eight one nine zero five eight zero. Address: Hendaye sixty, seventh floor, Las Condes, Santiago. E-mail: aschepeler@pentavida.cl and gestorinmobiliario@pentavida.cl. TWENTY-THIRD: VALUE ADDED TAX. The Sellers declare: /i/ That they were not entitled to a tax credit for the acquisition and/or construction of the real estate and water use rights object of the sale; and /ii/ That they are not habitually engaged in the sale of tangible real estate, nor are they habitual with respect to the present sale.

 

55


 

Consequently, this contract is not subject to the payment of Value Added Tax. The Sellers and the Buyer agree that in the event that the authority determines that the contract should be taxed with Value Added Tax, the payment of said tax will be the responsibility of Frutícola Pan de Azúcar S.A., and the Buyer may not be charged any sum for this concept, so that the price established in the third clause above is the final price of the contract for all applicable purposes. In this act, Frutícola Pan de Azúcar S.A. signs the affidavit of article seventy-five of the Tax Code in compliance with the provisions of Resolution number sixteen, published in extract in the Official Gazette of February 4, 2017, issued by the Internal Revenue Service, which is an integral part of the same and will be protocolized in its same repertoire. TWENTY-FOURTH: EXPENSES. All the expenses of appraisal, title study, notary expenses, conservatories, taxes and rights derived from this instrument will be the exclusive responsibility of the Debtor, which if they have not been previously paid in full by the Debtor, will be collected together with the dividends until their total payment, under the terms and conditions agreed in this deed. TWENTY-FIFTH: IMPUTATION OF PAYMENT BY THE CREDITOR. The Parties agree that, if there are two or more overdue pecuniary obligations under this instrument, in the event that the Debtor makes a payment that does not extinguish all of them, including principal and interest, the Creditor shall have the exclusive right to determine the manner in which such payment shall be imputed to the different overdue and outstanding obligations that the Debtor has with the Creditor, all in the terms regulated in articles one thousand five hundred ninety-five and following of the Civil Code.

 

56


 

MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

Consequently, in the event that there are two or more payment obligations due under this instrument, the Creditor reserves the right to allocate the payments received from the Debtor to any of the obligations that correspond to the latter, either to the payment of and restitution of contribution quotas and contribution surcharges. fines, dividends, insurance premiums, taxes associated with the real estate, legal costs, expenses of maintenance, conservation and improvements of the Real Estate incurred by the Creditor and any other expenses charged to the Debtor as stipulated in this contract, being at its discretion to determine the order of imputation of the payments received, in any case, the interest that has accrued under each concept owed must be extinguished first. In the event that the Debtor makes a partial payment of the pecuniary obligations that correspond to it in accordance with this contract, the Creditor must inform the Debtor, upon request, of the manner in which the payments received were allocated, as well as the details of the debts that remain pending settlement based on the imputation of payments that have been made. By this act, the Debtor expressly accepts and acknowledges the contractual prerogative established in favor of the Creditor in this clause. It also recognizes as final and binding the imputation of payments made by the Creditor, and, for the sake of completeness, irrevocably waives the right to challenge said decision. The Parties expressly state that this payment allocation clause constitutes an essential element of this agreement, and decisive for the Parties to attend the execution of the same, which may not be modified, except by written agreement between them. Both parties declare that they have read, understood, and voluntarily accepted the terms of this payment imputation clause. The parties agree that failure to notify the imputation of payments that are made will in no case invalidate the payment and the provisions of this clause.

 

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TWENTY-SIXTH: SPECIAL DOMICILE. For all purposes of this contract, the parties establish conventional domicile in the commune of Santiago, Metropolitan Region, and consequently submit to the Courts of Justice of their jurisdiction, extending jurisdiction. However, the Creditor is entitled to sue, at his discretion, before those courts, before those that correspond to the domicile of the Debtor, or before that of the place where the mortgaged Property is located, at his choice. TWENTY-SEVENTH: LEGAL STATUS. Twenty-six. One. The mandate of Penta AMH Servicios Financieros S.A., to represent Penta Vida Compañía de Seguros de Vida S.A., consists of a public deed dated November twenty-first, two thousand nineteen, executed at the Notary of Santiago of Mr. Patricio Raby Benavente. Twenty-six. Two. The legal status of the representatives of Penta AMH Servicios Financieros S.A., consists of a public deed dated March 9, 2022, granted at the Notary of Santiago de Patricio Raby Benavente. Twenty-six. Three. The legal status of the representative of Frutícola Pan de Azúcar S.A., consists of a public deed dated February twenty-eight, two thousand and seventeen, granted at the Notary of San Miguel of Mr. Jorge Reyes Bessone. Twenty-six. Four. The legal status of the representatives of Frutícola Bellavista SpA, San Pedro SpA and Sembrador Capital de Riesgo S.A., consists of a public deed dated October twenty-eight, two thousand and twenty-five, granted at the Notary of Santiago of Mr. Iván Torrealba Acevedo. Twenty-six. Five. The legal status of Sembrador Capital de Riesgo S.A. to represent Fondo de Inversión Privado Victus Chile consists of a public deed dated November 17, 2023, executed at the Notary of Santiago of Mr. Iván Torrealba Acevedo. The aforementioned personages are not inserted because they are known to the parties and to the Notary who authorizes and at their express request. The participants sign the receipt and after reading. I attest.-

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl  

 

 

 

PP. FRUTÍCOLA PAN DE AZÚCAR S.A.

 

 

PP. FRUTÍCOLA BELLAVISTA SpA

PP. SAN PEDRO SpA

PP. SEMBRADOR CAPITAL DE RIESGO S.A.

PP. VICTUS CHILE PRIVATE INVESTMENT FUND

 

 

PP. FRUTÍCOLA BELLAVISTA SpA

PP. SAN PEDRO SpA

PP. SEMBRADOR CAPITAL DE RIESGO S.A.

PP. VICTUS CHILE PRIVATE INVESTMENT FUND

 

 

PP. PENTA AMH SERVICIOS FINANCIEROS S.A.

 

59


 

PP. PENTA VIDA COMPAÑÍA DE SEGUROS DE VIDA S.A.

 

 

PP. PENTA AMH SERVICIOS FINANCIEROS S.A.

PP. PENTA VIDA COMPAÑÍA DE SEGUROS DE VIDA S.A.

 

 

PP. BANCO DE CHILE

 

 

PP. BANCO DE CHILE

 

 

MARÍA DEL CARMEN HERRERA GUZMÁN

 

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MAGDALENA LATORRE LARRAÍN  
INTERIM NOTARY PUBLIC  
AV. EL GOLF 99 OF. 101 B, LAS CONDES  
225992453  
EMAIL: contacto@notarialatorre.cl

 

NOTARY

 

61

 

EX-10.3 4 tm2530989d1_ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

  

NOVATION CONTRACT

 

BETWEEN

 

SAN PEDRO SpA

 

And

 

AGRÍCOLA SAN PABLO SpA 

 

IN SANTIAGO, REPUBLIC OF CHILE, to [●], before me, [●], Lawyer, Notary Public [●] Notary of [●], with office in street [●], appear:

 

/One/ Mr. Arnaldo Gorziglia Cheviakoff, Chilean, married, lawyer, national identity card number 10,843,963-7, and Catalina Weston D'Albuquerque, Chilean, married, lawyer, national identity card number 16,555,382-9, both representing, as will be accredited, San Pedro SpA, a joint-stock company, incorporated and existing under the laws of Chile, single tax roll number seventy-eight million eighty-three thousand two hundred ninety- six dash seven, all domiciled at Avenida Vitacura N° 5250, office 705, commune of Vitacura, Santiago, hereinafter also indistinctly referred to as the "Debtor";

 

/Two/ Mr. Rodrigo Javier Seoane Magnasco, Chilean, married, lawyer, national identity card number 9,907,736-0, representing, as will be accredited, Agrícola San Pablo SpA, a joint-stock company, incorporated and existing in accordance with the laws of the Republic of Chile, single tax roll number 76,896,432-7, all domiciled, for these purposes, at Avenida Vitacura 2969, office 302, commune of Las Condes, Santiago, hereinafter also referred to as the "Creditor", and jointly with the Debtor, referred to as the "Parties";

 

the parties of legal age, who prove their identity with the aforementioned documents, and state: that, they come to enter into this novation and pledge of shares contract, hereinafter the "Contract", in accordance with the declarations, considerations, and stipulations that are indicated below

 

CLAUSE ONE: BACKGROUND.

 

One.One. The Debtor is a Chilean joint-stock company, whose sole shareholder is Frutícola Bellavista SpA (hereinafter, "Bellavista"), a company controlled in turn by the Victus Chile Private Investment Fund, managed by Sembrador Capital de Riesgo S.A.

 

One.Two. The Creditor is a company controlled by Limoneira Chile SpA, a subsidiary of Limoneira Company.

 

  1  

 

One.Three. By public deed of this same date, executed at the Notary of Santiago de don [●], under repertoire number [●], the Parties entered into a contract for the sale of real estate and water rights (hereinafter, the "Purchase and Sale Agreement"), by virtue of which the Creditor sold to the Debtor the real estate and water rights that are individualized in said instrument, for a total price of $6,321,900,025. The Debtor paid to the Creditor, in cash and on the spot, the sum of $4,274,667,031 pesos, leaving pending payment, as a price balance, a total amount of $2,047,232,994 pesos (the "Price Balance").

 

One.Four. Penta Vida Compañía de Seguros de Vida S.A. ("Penta Vida"), an entity that granted an endorsable mutual mortgage intended to finance part of the purchase price, the funds of which were paid directly to the Creditor, also appeared in said Purchase Agreement.

 

One.Five. In parallel to the aforementioned sale, other purchase and sale contracts were entered into with respect to real estate owned by Frutícola Pan de Azúcar S.A. ("Pan de Azúcar") and Bellavista, all with the participation of San Pedro SpA as buyer.

 

One.Six. Penta Vida's financing was guaranteed with first-degree mortgages constituted on the real estate and water rights subject to the purchases; non-possessory pledge on all the plantations that currently exist and that will exist in the future in the properties acquired by virtue of the Purchase and Sale Agreement, as well as on the technified irrigation installations that irrigate the aforementioned properties; and, a first-degree commercial pledge, on the right or credit of San Pedro SpA to receive and collect the price by virtue of all the contracts for the sale of fruit, export and others that were detailed in a document that was annexed to the Purchase and Sale Contract.

 

One. Seven. Although the financing was agreed for a period of 120 months, San Pedro SpA could pay it in a period of 3 years from the date of the Purchase Agreement, subject to having the cash flows available.

 

One.Eight. In accordance with the formal requirements and financing structure established by Penta Vida, in its capacity as the grantor of the endorsable mutual mortgage intended to finance the purchase price, the Purchase Agreement stated, at the request of said entity, that the price had been paid in full by the buyer and received by the seller.

 

Notwithstanding the foregoing, the Parties expressly state that said declaration had only formal effects vis-à-vis the financial institution and for the purposes of structuring and releasing the credit, without this implying a waiver by the Creditor of its right to receive the outstanding Price Balance, nor does it constitute any acknowledgement by the Creditor that the obligation to pay the price in full has been effectively extinguished. Consequently, the Parties acknowledge that there is a balance of price in favor of the Creditor, the immediate cause of which is regulated by this novation, which gives rise to a new autonomous payment obligation, independent of the Purchase and Sale Agreement, valid and enforceable in accordance with the law.

 

One.Nine. As part of this operation, Limoneira, through its subsidiaries, and San Pedro SpA, also entered into a commercial agreement with Exportadora Rosales S.A. regarding the processing and marketing of fruit produced in the acquired properties.

 

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One.Ten. In this context, it is the intention of the Parties to expressly recognize the existence of the Price Balance and to regulate it as a new payment obligation by San Pedro SpA to Agrícola San Pablo SpA, through this novation, this Agreement being understood as part of a general framework of agreements entered into between Limoneira and Sembrador. through their respective related companies.

 

One. Eleven. Likewise, the Parties place on record that on this same date the Debtor has entered into a novation contract with Pan de Azúcar, referring to the balance of the price of the sale entered into with said company, so that both contracts are understood to be complementary and are part of the same framework agreement reached between Limoneira and Sembrador.

 

SECOND CLAUSE: NOVATION.

 

By this instrument, and in accordance with the terms of number 1 of article 1631 of the Civil Code, the Parties agree to novate by change of cause the obligation to pay the Price Balance, which is accounted for in the First Clause above, for a new and unique payment obligation, in favor of the Creditor, amounting to the total amount of $2,047,232,994 (the "Novated Debt")."), which will be subject to the terms and stipulations, obligations to pay principal and interest, and other obligations provided for in this Agreement, consequently extinguishing the obligation to pay the Balance of the Price.

 

CLAUSE THREE: NEW DEBT.

 

Three. One. On this same date, the Creditor and the Debtor have entered into an Asset Purchase and Sale Agreement, executed by [private instrument/public deed] at the Notary of [●], repertoire [●], by virtue of which the Creditor sold to the Debtor the movable property singled out in the annex to said instrument, for a total price of $168,868,762 including VAT (the "Price of the Assets”). The Parties agree that the form of payment and terms of the Asset Price will be governed entirely by this Agreement, and said price will be incorporated into the single obligation defined below as New Debt.

 

Three. Two. The Parties hereby state that the endorsable mutual mortgage entered into with Penta Vida was disbursed directly to the Creditor from the financing referred to in Clause One. However, in view of the valuation of the assets subject to the Purchase and Sale Agreement, the amount effectively disbursed by Penta Vida exceeds by $1,334,039,866 the amount originally foreseen and agreed between the Debtor and the Creditor. Consequently, by this act the Creditor grants the Debtor a credit of money for the same amount, equivalent to $1,334,039,866 (the "Credit"). The Credit will be subject to the same payment terms, readjustment and other stipulations applicable to the New Debt established in this Agreement.

 

Three. Three. Likewise, the Creditor and the Debtor have entered into a Real Estate Purchase and Sale Contract, executed by public deed in the Notary of [●], repertoire [●], by virtue of which the Creditor sold to the Debtor the properties that together make up the so-called Fundo El Sauce, for a price of $33,249,824 (the "Price of El Sauce").”). The Parties agree that the form of payment and terms of the El Sauce Price will be governed entirely by this Agreement, and said price will be incorporated into the single obligation defined below as New Debt.

 

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Three. Four. Finally, the Creditor and the Debtor have entered into a Contract of Sale of a Water Use Right, granted by public deed in the Notary of [●], repertoire [●], by virtue of which the Creditor sold to the Debtor the right to use water indicated in said deed, for a price of $4,020,913 (the "Price of Waters").”). The Parties acknowledge that the Water Price is pending payment, and that the form and terms for its payment will be governed entirely by this Agreement, and said price will be incorporated into the single obligation defined below as New Debt.

 

Three. Five. The Parties expressly state that in consideration of: (i) the Novated Debt defined in Clause Two above, (ii) the Price of the Assets indicated in numeral Three. One previous, (iii) the Credit in favor of the Debtor indicated in numeral Three. Two, (iv) the Price of El Sauce indicated in section Three. Three and (v) the Water Price indicated in section Three. Upon the foregoing, the Debtor owes the Creditor the amount of $3,525,820,399 excluding VAT, equivalent to USD 3,707,689 on this date, which will be treated as a single payment obligation to be borne by the Debtor and in favor of the Creditor, referred to as the "New Debt".

 

The VAT corresponding to the New Debt for $61,591,961, equivalent to USD 64,769, will be paid by San Pedro to Pan de Azúcar in the next 5 months to the extent that it is used to offset VAT debit.

 

CLAUSE FOUR: STIPULATIONS ON PRINCIPAL, INTEREST AND EXCHANGE RATE RISK.

 

Four. One. Payment of the Principal.


The principal of the New Debt must be paid through annual payments, in dollars, on March 31 of each year, as of March 31, 2027, each payment equivalent to 22.5% of the Annual Cash Surplus of the year immediately prior to the date of payment, until the date on which the New Debt has been paid in full (hereinafter, the "Full Payment Date"). For these purposes, the Annual Cash Surplus shall be the effective cash flow obtained by the Debtor according to the Debtor's audited financial statements as of December 31 of the corresponding year, calculated in accordance with Annex I, which the Parties declare to be an integral part of this Agreement for all legal purposes.

 

Four. Two. Additional Payment and Readjustment.


/a/ Not later than December 31 of the year following the Full Payment Date, the Debtor undertakes to make an additional annual payment to the Creditor in an amount corresponding to 22.5% of the Annual Cash Surplus of the year prior to payment, but which may not be less than the average of the last three immediately preceding Annual Cash Surpluses, calculated in accordance with Schedule I (the "Additional Payment"). In the event that, as of December 31 of the year following the Total Payment Date, 22.5% of the Annual Cash Surplus is less than the average of the last three Annual Cash Surpluses immediately preceding the Additional Payment, the balance of the Additional Payment that does not cover 22.5% of the Annual Cash Surplus shall be paid with the Annual Cash Surplus of the following year, and so on until the payment obligation corresponding to the Additional Payment is extinguished.

 

/b/ The New Debt will be readjusted annually in accordance with the Consumer Price Index for All Urban Consumers Not Seasonally Adjusted ("CPI"), published by the Bureau of Labor Statistics of the Department of Labor of the United States of America, approximated to the third decimal place, or the index that replaces it in the future.

 

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/c/ The Parties expressly agree that the New Debt and the Additional Payment will not accrue any kind of interest.

 

/d/ In the event that the Debtor has paid in full the financing granted by Penta Vida referred to in clause One, and there is an outstanding balance of the New Debt established in this Agreement on that date, the Debtor undertakes to make its best efforts to obtain new financing with third parties that will allow it to pay the total balance owed to Agrícola San Pablo SpA.

 

If after a period of 90 calendar days from the payment of the credit with Penta Vida, the Debtor has not obtained such financing, Limoneira, directly or through any of its related companies, may grant the Debtor a credit for the total amount of the debt in force on that date, at a fixed annual interest rate of 5.8%. payable in the form agreed upon by the Parties, which will be guaranteed by a first degree mortgage on all the real estate and water rights acquired by San Pedro SpA pursuant to the aforementioned Purchase and Sale Agreement.

 

The Parties recognize that this financing will have the sole purpose of replacing the outstanding balance of this Novation, without this implying additional novation, changes in the amount of the debt and/or the guarantees in force.

 

/e/ If San Pedro SpA decides to sell all or part of the real estate and water rights acquired from Agrícola San Pablo SpA, with the result of such sale it undertakes to allocate all of said funds to prepay the debt that is in force on that date with Agrícola San Pablo SpA, in accordance with the following: (i) in the event of a total sale, it must prepay in full the unpaid balance of the debt; and (ii) in the event of a partial sale, it must prepay in proportion to the percentage that the value of the sold represents with respect to the total value of the goods acquired.

 

Four. Three. Bank Business Days.


If the date of any payment established in this Agreement falls on a non-business day in the Republic of Chile, such payment must be made on the following banking business day, without giving rise to any interest or additional surcharge, unless expressly agreed otherwise.

 

Four. Four. Exchange rate risk.

 

The Parties expressly state that the total price agreed between the Parties for the sale entered into between Agrícola San Pablo SpA and San Pedro SpA, on the other hand, referred to in the First Clause above, was 6,800,000 United States dollars (USD), of which 3,098,225 United States dollars were to be paid in cash. at the time of signing the sales of the assets subject to the sale and the balance charged to the flows generated by the fields subject to the sales, as established in this Agreement.

 

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In view of the fact that the financing granted by Penta Vida Compañía de Seguros de Vida S.A. for the payment of part of the price will be disbursed in Chilean pesos, the Parties acknowledge that the corresponding funds were or will be deposited in instruments representing the price, subject to notarial instructions of release only once the ownership of the real estate and water rights subject to the sales has been registered, together with the mortgages, prohibitions and encumbrances constituted by virtue of such operations.

 

Consequently, the Parties agree that the variation or difference in the exchange rate between the United States dollar and the Chilean peso in the amount of US$ 3,098,225, between the date of signature of the sales and the date on which the funds are effectively released and received by Agrícola San Pablo SpA, it will be the exclusive responsibility of San Pedro.

 

By virtue of the foregoing, if the value of the Observed Dollar exchange rate on the date of execution of the Purchase and Sale Agreement is lower than the value of the Observed Dollar exchange rate on the date of release of prices, San Pedro undertakes to pay Agrícola San Pablo SpA, within five (5) business days following the release of the funds or the collection of the respective instruments, the difference in the value of the Observed Dollar exchange rate between the 2 dates indicated, multiplied by US$ 3,098,225. On the contrary, if the value of the Observed Dollar exchange rate on the date of execution of the Purchase and Sale Agreement is higher than the value of the Observed Dollar exchange rate on the date of release of the price, Agrícola San Pablo SpA is obliged to pay San Pedro, within five (5) business days following the release of the funds or the collection of the respective instruments, the difference in the value of the Observed Dollar exchange rate between the 2 dates multiplied by US$ 3,098,225

 

Thus, for example, if the exchange rate, Observed Dollar at the date of the sale, was $945.60 per dollar and, at the time when the seller can withdraw the time deposits from the Notary's Office, the exchange rate, Observed Dollar, is $970 per dollar, San Pedro SpA must pay the seller the difference of $24.40 for every dollar of the purchase price that Penta loaned. On the other hand, if at the time of release of the funds the exchange rate, Observed Dollar, is $930 per dollar, the seller must pay the buyer the difference of $15.60 for each dollar of the purchase price that Penta loaned.

 

The foregoing example is merely illustrative, and in no case shall it limit or modify the Debtor's obligation to fully assume the foreign exchange risk in accordance with the provisions of this clause.

 

CLAUSE FIVE: CAUSES OF NON-COMPLIANCE.

 

The Creditor may make the total principal of the New Debt and the Additional Payment payable in full and in advance, in which case such obligations will become fully and immediately due, as if they were overdue, and the expiration of the terms will occur, without the need for a lawsuit, if any of the following circumstances occur:

 

/a/ Default or simple delay in the full and timely compliance and payment of the principal and/or interest of the New Debt that this instrument accounts.

 

/b/ If the Debtor is affected by any of the procedures contemplated in Law 20,720 on the reorganization and liquidation of companies and persons. The above will not apply during the period of bankruptcy financial protection.

 

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/c/ If the Debtor does not keep its accounting books and records in the manner required by law or in accordance with the accounting principles generally accepted in Chile; or if it negligently fails to comply with its tax, labor, social security or administrative obligations, either by omission, delay or inaccuracy in the presentation or payment of returns, taxes or contributions; or if, in general, perform any act or omission that may materially affect its solvency, the transparency of its financial situation or the fulfillment of the obligations derived from this Agreement, and does not correct its non-compliance, act or omission within a period of 60 days from the time it has been known.

Likewise, the failure to timely deliver to the Creditor, within ninety (90) days following the close of each annual year, the Debtor's audited financial statements or any other financial or administrative information reasonably required by the Creditor to verify the determination of the Annual Cash Surplus or the fulfillment of the other obligations agreed herein, shall constitute a serious breach.

/d/ The Debtor undertakes to submit to the Creditor, within thirty (30) days following the end of each calendar quarter, an internal financial statement that reasonably reflects its position of results, cash flow and indebtedness, as well as any relevant information on material events that may affect its solvency or the normal fulfillment of its obligations, without prejudice to the requests for information or other financial, accounting or tax information that the Creditor may make to the Debtor, who undertakes to submit such information within 10 calendar days from the request.

Failure to deliver such information within the indicated periods entitles the Creditor to formally request it and, if the omission persists, declare it a cause for default in accordance with letter (c) above.

 

CLAUSE SIX: PLEDGE ON SHARES.

 

The Parties hereby acknowledge that the full, timely and effective performance of all obligations assumed by the Debtor under this Novation Agreement – including, but not limited to, payment of the principal of the New Debt, Additional Payment, adjustments, costs, expenses, commissions, indemnities and any other obligation to give or to do arising from this instrument – is secured by the Non-Possessory Pledge on the all of the shares of San Pedro SpA, constituted by Frutícola Bellavista SpA in favor of Agrícola San Pablo SpA and Frutícola Pan de Azúcar S.A., by virtue of a public deed dated [●], executed at the Notary of Santiago of Mr. Iván Torrealba Acevedo, directory No. [●] (the "Pledge on Shares").

 

The Parties acknowledge that the aforementioned Pledge on Shares guarantees, under the terms expressly agreed in its third clause, all the main and ancillary obligations that emanate or may emanate from this Novation, including extensions, renewals, rescheduling, capitalization of interest, expenses and any subsequent modification of this debt, without prejudice to the other guarantees that the Creditor or its related parties may have or constitute.

 

The Debtor declares to know and accept that the Pledge on Shares was constituted irrevocably and in common for the benefit of Agrícola San Pablo SpA and Frutícola Pan de Azúcar S.A., and that its validity will be extended until the total and definitive extinction of all the obligations derived from this Novation and the other complementary contracts of the operation described in the first clause of this instrument.

 

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CLAUSE SEVEN: OBLIGATIONS NOT TO DO.

 

Seven.One. For as long as any obligation of the Debtor arising out of this Agreement or its annexes subsists, the Debtor agrees to maintain its legal existence, its ability to operate and its financial condition in such a manner as to enable it to perform its obligations under this Agreement.

 

Seven.Two. Without the prior written consent of the Creditor, the Debtor may not:

 

/a/ modify or reform or replace its bylaws;

/b/ increase or decrease its capital, issue new shares, or create different classes or series of shares;

/c/ merge, divide, transform, dissolve, or agree on its early liquidation;
/d/ to constitute mortgages, pledges or other encumbrances on their assets other than those already constituted in favor of Penta Vida;
/e/ contract financial debt, individually or jointly with the New Debt, which implies that the "Net Financial Debt / Assets" ratio in force is equal to or greater than 30% of the same ratio calculated as of December 31, 2025, without the prior written authorization of the Creditor;

/f/ to grant guarantees, bonds or personal guarantees in favor of third parties;

/g/ transfer, sell, assign, lease or otherwise dispose of or dispose of all or part of the goods acquired under the Purchase Agreement, except in the cases provided for in this instrument; or,

/h/ to carry out acts or operations outside their ordinary line of business or that may substantially affect their ability to pay or their financial situation.

 

Six.Three. Any breach of the foregoing obligations and restrictions shall constitute a serious breach by the Debtor and shall render enforceable by the Creditor all of the Debtor's obligations under clause Three, without the need for an injunction or additional formality.

 

CLAUSE EIGHT: MISCELLANEOUS STIPULATIONS.

 

Eight. One. Assignments of Rights.

 

The Parties agree that neither of them may contribute, assign or transfer, in whole or in part, this Agreement, without the prior written consent of the other Party, which may not be unreasonably withheld. In turn, the Parties agree that any assignment of rights or obligations under this Agreement will be subject to the provisions of articles 1901 and following of the Civil Code.

 

Eight. Two. Modifications. Resignation.

 

/a/ The Contract may only be modified by means of a written instrument, signed by the Debtor and the Creditor.

 

/b/ No waiver of any provision of this Agreement or any instrument made pursuant to its terms, nor consent to the Debtor's acting differently from them, shall have any effect unless given in writing on the terms set forth above. In any case, such waiver or consent shall take effect only in the specific case and for the specific purpose for which it has been granted. Likewise, any modification of this Agreement must conform to and respect, as far as applicable, the provisions contained in such instruments.

 

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/c/ The failure of the Creditor to exercise any of its rights in accordance with this Agreement shall not constitute a waiver on its part, nor shall the partial exercise of any right by the Creditor prevent the Creditor from subsequently exercising those or other rights. The remedies referred to herein are cumulative and do not exclude any other remedies recognized by law.

 

Eight. Three. Communications.

 

All notifications, notices and communications that must be made between the Parties on the occasion of this Agreement, and that do not have a previously established formality, will be made by means of e-mails, with a reading receipt, addressed to the following addresses: /a/ Frutícola Pan de Azúcar S.A. and Agrícola San Pablo SpA: Francisco Vergara R. (***), with a copy to Rodrigo Seoane Magnasco (***). /b/ San Pedro SpA: José Miguel Fernández Garcia Huidobro (***) and Joaquín Lobel (***). Without prejudice to the foregoing, the Parties may also make the aforementioned notifications, notices and communications by registered letter addressed to the address of the other Party indicated in this instrument.

 

Eight. Four. Costs and Expenses.

 

/a/ The Debtor shall be responsible for the costs and expenses of preparing, executing, complying with or executing this Agreement, provided that they are reasonable and documented.

 

/b/ For the sake of completeness, if any cause of breach of the Contract occurs, the Debtor agrees to pay to the Creditor and at its sole request, all costs and expenses incurred by them in connection with the enforceability or preservation of any right under this Agreement.

 

Eight. Five. Nullity or Ineffectiveness.

 

The declaration of nullity or ineffectiveness of any provision contained in this Agreement shall render such provision unwritten or ineffective, but the invalidity or ineffectiveness of such provision shall not affect the validity and enforceability of the remaining provisions of this Agreement.

 

Eight. Six. Legal Successors and Assigns.

 

The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal successors and assigns.

 

Eight. Seven. Annexes.

 

All the Annexes indicated in this Contract are understood to form an integral part of this Contract for all legal purposes that may be applicable, being protocolized on this same date and in this same Notary's Office.

 

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Eight. Eight. Taxation.

 

Any payment made by the Debtor shall be free of any tax, tax, withholding, deposit or any other deduction, present or future, whatever its nature. Consequently, all taxes, taxes, fees, stamp duties and any other levies, state, local or otherwise, and of whatever nature, class or kind they may be, including value added tax, shall be borne by the Debtor, except for direct taxes levied on Creditors that are now or in the future caused, where applicable, by the granting, execution or termination of this Agreement and the documents annexed to it.

 

Eight. Nine. Estoppel.

 

The failure of Creditors to exercise or delay in exercising any of their rights under this Agreement shall not constitute a waiver thereof, nor shall the separate or partial exercise of any right preclude the further exercise of such or other rights. Such remedies are cumulative and do not exclude any other remedies recognized by law.

 

Eight. Ten. Naming of the Clauses.

 

The denominations assigned by the Parties to the different provisions of this Agreement have been established only for reference and ease of reading, without affecting the meaning or scope that the clause in its entirety may have other than said denomination.

 

CLAUSE NINE: JURISDICTION AND APPLICABLE LAW.

 

Any difficulty or controversy arising in connection with this Agreement, including any matter relating to its application, interpretation, duration, validity, execution or termination, shall be submitted to arbitration in accordance with the Procedural Rules of Arbitration of the Arbitration and Mediation Center (CAM Santiago) of the Santiago Chamber of Commerce A.G. in force at the time of request.

 

The parties shall appoint an arbitrator by mutual agreement as to the procedure and as to the law as to the judgment. CAM Santiago may assist the parties in the appointment process. In the event that the appointment by mutual agreement is not successful, the parties confer special irrevocable power of attorney to the Chamber of Commerce of Santiago A.G., so that, at the written request of any of them, it may appoint the arbitrator from among the members of the arbitration body of CAM Santiago.

 

No appeal shall be allowed against the arbitrator's resolutions, and the parties expressly waive them. The arbitrator is specially empowered to resolve any matter related to his competence and/or jurisdiction.

 

Personerías.

 

The legal status of Arnaldo Gorziglia Cheviakoff and Catalina Weston D'Albuquerque to act on behalf of San Pedro SpA is recorded in a public deed granted on October 28, 2025, at the notary of Santiago of Mr. Iván Torrealba Acevedo, under Repertoire number 16.073-2025.

 

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The legal status of Mr. Rodrigo Javier Seoane Magnasco to act on behalf of Agrícola San Pablo SpA is recorded in a public deed granted on July 24, 2018 at the notary office of Mr. Jorge Reyes Bessone, under Directory number 3551-2018.

 

 

1. ARNALDO GORZIGLIA CHEVIAKOFF

p.p. SAN PEDRO SpA

/s/ Arnaldo Gorziglia Cheviakoff

 

2. CATALINA WESTON D’ ALBUQUERQUE

p.p. SAN PEDRO SpA

/s/ Catalina Weston D’Albuquerque

 

3. RODRIGO JAVIER SEOANE MAGNASCO

p.p. AGRICOLA SAN PABLO SpA.

/s/ Rodrigo Javier Seoane Magnasco

 

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EX-10.4 5 tm2530989d1_ex10-4.htm EXHIBIT 10.4

Exhibit 10.4

  

NOVATION AGREEMENT

 

BETWEEN

 

SAN PEDRO SpA

 

AND

 

FRUTÍCOLA PAN DE AZÚCAR S.A. 

 

IN SANTIAGO, REPUBLIC OF CHILE, on 7th of November 2025, before me, VERONICA TORREALBA COSTABAL Chilean, married, lawyer, national identity card number 13.066.313-3, deputy Notary Public for the holder of the 33° Notary’s Office of Santiago Mr. IVÁN TORREALBA ACEVEDO, according to a court order already recorded, domiciled at Huerfanos No. 979, office 510, Commune Santiago, appear:

 

/One/ Mr. Arnaldo Gorziglia Cheviakoff, Chilean, married, lawyer, national identity card number 10.843.963-7, and Ms. Catalina Weston D´Albuquerque, Chilean, married, lawyer, national identity card number 16.555.382-9, both representing, as will be shown, San Pedro SpA, a joint-stock company duly incorporated and validly existing under the laws of Chile, tax identification number seventy-eight million eighty-three thousand two hundred ninety-six dash seven, all domiciled in Santiago at Avenida Vitacura No. 5250, office 705, Commune Vitacura, hereinafter also referred to as the “Debtor”;

 

/Two/ Mr. Rodrigo Javier Seoane Magnasco, Chilean, married, lawyer, national identity card number 9.907.736-0, representing, as will be duly accredited, Frutícola Pan de Azúcar S.A., a corporation duly organized and validly existing under the laws of the Republic of Chile, tax identification number 76.120.528-5, all domiciled, for these purposes in Santiago, at Avenida Vitacura 2969, office 302, Commune Las Condes, hereinafter also referred to as the “Creditor”, and together with the Debtor, as the “Parties”;

 

The appearing parties, being of legal age, who prove their identity with the aforementioned identity cards, state that they are entering into this novation and pledge agreement for shares, hereinafter the “Agreement,” in accordance with the declarations, considerations, and stipulations set forth below.

 

ONE: BACKGROUND.

 

One.One. The Debtor is a Chilean corporation, whose sole shareholder is Frutícola Bellavista SpA (hereinafter, “Bellavista”), a company controlled by the Victus Chile Private Investment Fund, managed by Sembrador Capital de Riesgo S.A.

 

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One.Two. The Creditor is a company controlled by Limoneira Chile SpA, a subsidiary of Limoneira Company.

 

One.Three. By public deed of this same date, granted in the Santiago Notary’s Office of Ms. Magdalena Latorre Larraín, the Parties entered into an agreement for the sale of real estate and water rights (hereinafter, the “Purchase and Sale Agreement”), by virtue of which the Creditor sold to the Debtor the properties and the water rights that are identified in said instrument, for a total price of $7,780,005,147. The Debtor paid the Creditor, in cash and at the time, the sum of $4,263,772,496pesos, leaving pending payment, as a balance of price, a total amount of $3,516,232,651 pesos (the “Price Balance”).

 

One.Four. Penta Vida Compañía de Seguros de Vida S.A. (“Penta Vida”) also appeared in said Purchase Agreement, granting an endorsable mortgage loan to finance part of the purchase price, the funds of which were paid directly to the Creditor.

 

One.Five. In parallel to the aforementioned purchase agreement, other purchase agreements were executed with respect to properties owned by Agrícola San Pablo SpA (“San Pablo”) and Bellavista, all with San Pedro SpA participating as the buyer.

 

One.Six. Penta Vida's financing was secured by first-degree mortgages constituted on the properties and water rights subject to the purchases; a non-possessory lien on all existing and future crops on the properties acquired under the Purchase Agreement, as well as on the advanced irrigation systems that irrigate said properties; and, a first-degree commercial lien, on the right or credit of San Pedro SpA to receive and collect the price under all fruit purchase and sale agreements, export agreements, and others detailed in a document attached to the Purchase Agreement.

 

One.Seven. Although the financing was agreed upon for a period of 120 months, San Pedro SpA could repay it over a period of 3 years from the date of the Purchase Agreement, subject to the availability of cash flow.

 

One.Eight. In accordance with the formal and financing structure requirements established by Penta Vida, as the grantor of the endorsable mortgage loan intended to finance the purchase price, the Purchase Agreement stipulated, at the request of said entity, that the price had been fully paid by the buyer and received by the seller.

 

Notwithstanding the foregoing, the Parties expressly state that said declaration had exclusively formal effects with respect to the financial institution and for the purposes of structuring and releasing the loan, without implying any waiver by the Creditor of its right to receive the outstanding balance of the purchase price, nor constituting any acknowledgment by the Creditor that the obligation to pay the price has been effectively extinguished in full. Consequently, the Parties acknowledge that a balance of the purchase price remains in favor of the Creditor, the immediate cause of which is regulated by this novation, which gives rise to a new, independent payment obligation, separate from the Purchase Agreement, valid and enforceable under the law.

 

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One.Nine. As part of this transaction, Limoneira, through its subsidiaries, and San Pedro SpA also entered into a commercial agreement with Exportadora Rosales S.A. regarding the processing and marketing of fruit produced on the acquired properties.

 

One.Ten. In this context, the Parties expressly acknowledge the existence of the outstanding balance and regulate it as a new payment obligation on the part of San Pedro SpA to Frutícola Pan de Azúcar S.A., through this novation, understanding this Contract as part of a general framework of agreements entered into between Limoneira and Sembrador, through their respective related companies.

 

One. Eleven. Furthermore, the Parties acknowledge that on this same date, the Debtor has entered into a novation agreement with San Pablo, referring to the outstanding balance of the purchase price entered into with said company, such that both agreements are understood to be complementary and form part of the same framework agreement reached between Limoneira and Sembrador.

 

TWO: NOVATION.

 

By this instrument, and in accordance with the terms of paragraph 1 of Article 1631 of the Civil Code, the Parties agree to novate, by change of cause, the obligation to pay the Balance of the Purchase Price, as set forth in Clause One above, by creating a new and single payment obligation in favor of the Creditor, amounting to the total sum of $4,263,772,496 (the “Novated Debt”), which shall be subject to the terms and stipulations, payment obligations for principal and interest, and other obligations provided for in this Agreement, thereby extinguishing the obligation to pay the Balance of the Purchase Price.

 

THREE: NEW DEBT.

 

Three. One. On this same date, the Creditor and the Debtor entered into an Asset Purchase Agreement, executed by private instrument, pursuant to which the Creditor sold to the Debtor the movable property specified in the annex to said instrument, for a total price of $137,253,291 including VAT (the “Price of the Assets”). The Parties agree that the form of payment and terms of the Price of the Assets shall be governed entirely by this Agreement, and said price shall be incorporated into the single obligation defined below as the New Debt.

 

Three. Two. The Parties expressly state that, in consideration of: (i) the Novated Debt defined in Clause Two above, and (ii) the Price of the Assets indicated in paragraph Three. One above, the Debtor owes the Creditor the amount of $4,264,058,394, equivalent as of this date to USD 4,465,415, which shall be treated as a single payment obligation of the Debtor to the Creditor, referred to as the “New Debt”.

 

The VAT corresponding to the New Debt, amounting to $136,967,393, equivalent to USD 143,760, shall be paid by San Pedro to Pan de Azúcar over the next 5 months as it is used to offset VAT payable.

 

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CLAUSE FOUR: STIPULATIONS REGARDING PRINCIPAL, INTEREST, AND EXCHANGE RATE RISK.

 

Four. One. Principal Payment.

 

The principal of the New Debt shall be paid in annual installments in dollars on March 31 of each year, beginning March 31, 2027. Each payment shall be equivalent to 27.5% of the Annual Cash Surplus of the year immediately preceding the payment date, until the New Debt has been fully repaid (hereinafter, the “Full Payment Date”). For these purposes, the Annual Cash Surplus shall be the effective cash flow obtained by the Debtor according to the Debtor’s audited financial statements as of December 31 of the corresponding year, calculated in accordance with Annex I, which the Parties declare to form an integral part of this Agreement for all legal purposes.

 

Four. Two. Additional Payment and Adjustment.

 

/a/ No later than December 31 of the year following the Full Payment Date, the Debtor agrees to make an additional annual payment to the Creditor in an amount equal to 27.5% of the Annual Cash Surplus of the year preceding the payment, but which may not be less than the average of the three immediately preceding Annual Cash Surpluses, calculated in accordance with Annex I (hereinafter, the “Additional Payment”). If, as of December 31 of the year following the Full Payment Date, 27,5% of the Annual Cash Surplus is less than the average of the three immediately preceding Annual Cash Surpluses, the remaining balance of the Additional Payment that does not cover 27.5% of the Annual Cash Surplus must be paid with the Annual Cash Surplus of the following year, and so on until the payment obligation corresponding to the Additional Payment is extinguished.

 

/b/ The New Debt will be adjusted annually in accordance with the Consumer Price Index for All Urban Consumers Not Seasonally Adjusted (“CPI”), published by the Bureau of Labor Statistics of the United States Department of Labor, rounded to three decimal places, or any index that may replace it in the future.

 

/c/ The Parties expressly agree that the New Debt and the Additional Payment will not accrue any interest.

 

/d/ If the Debtor has fully repaid the financing granted by Penta Vida referred to in Clause One, and a balance of the New Debt established in this Agreement remains outstanding at that date, the Debtor agrees to make every effort to obtain new financing from third parties that will allow them to pay the total balance owed to Pan de Azúcar.

 

If, after a period of 90 calendar days from the date of payment of the loan to Penta Vida, the Debtor has not obtained said financing, Limoneira, directly or through any of its related companies, may grant the Debtor a loan for the total amount of the outstanding debt as of that date, at a fixed annual interest rate of 5.8%, payable in the manner agreed upon by the Parties. This loan will be secured by a first-degree mortgage on all real estate and water rights acquired by San Pedro SpA pursuant to the aforementioned Purchase Agreement.

 

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The Parties acknowledge that the sole purpose of this financing is to replace the outstanding balance of this Novation, without implying any further novation, changes in the amount of the debt, and/or the existing guarantees.

 

/e/ If San Pedro SpA decides to sell all or part of the real estate and water rights acquired from Pan de Azúcar, it is obligated to use all the proceeds of such sale to prepay the outstanding debt owed to Pan de Azúcar as of that date, as follows: (i) in the case of a total sale, it must prepay the entire outstanding balance of the debt; and (ii) in the case of a partial sale, it must prepay in proportion to the percentage that the value of the assets sold represents with respect to the total value of the acquired assets.

 

Four. Three. Banking Business Days.

 

If the date of any payment established in this Contract falls on a non-banking business day in the Republic of Chile, said payment must be made on the next banking business day, without incurring any interest or additional charges, unless expressly agreed otherwise.

 

Four. Four. Exchange Rate Risk.

 

The Parties expressly acknowledge that the total price agreed upon between them for the sale and purchase agreement between Frutícola Pan de Azúcar S.A. and San Pedro SpA, as referred to in Clause One above, was US$8,167,190, of which US$3,701,775 was to be paid in cash upon signing the purchase and sale agreements for the assets being sold, and the balance to be charged against the cash flows generated by the fields being sold, as established in this Agreement.

 

Given that the financing was provided by Penta Vida Compañía de Seguros de Vida S.A. for the payment of part of the price, which will be disbursed in Chilean pesos, the Parties acknowledge that the corresponding funds were or will be deposited in instruments representing the price, subject to notarial instructions for release only once the ownership of the real estate and water rights subject to the sales agreements is registered, along with any mortgages, prohibitions, and encumbrances established by virtue of said transactions.

 

Consequently, the Parties agree that the variation or difference in the exchange rate between the United States dollar and the Chilean peso in the amount of US$3,701,775, between the date of signing the sales agreements and the date on which the funds are effectively released and received by Frutícola Pan de Azúcar S.A., will be the sole responsibility of San Pedro.

 

In light of the foregoing, if the value of the Observed Dollar exchange rate on the date of execution of the Purchase and Sale Agreement is lower than the value of the Observed Dollar exchange rate on the date of release of prices, San Pedro undertakes to pay Frutícola Pan de Azúcar S.A., within five (5) business days following the release of funds or the collection of the respective instruments, the difference in the value of the Observed Dollar exchange rate between the 2 dates indicated, multiplied by US$ 3,701,775. Conversely, if the observed exchange rate on the date the Purchase Agreement is executed is higher than the observed exchange rate on the date the price is released, Frutícola Pan de Azúcar S.A. is obligated to pay San Pedro, within five (5) business days following the release of funds or the collection of the respective instruments, the difference in the observed exchange rate between the two dates multiplied by US$3,701,775.

 

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For example, if the observed exchange rate on the purchase agreement date was $945,6 per dollar, and at the time the seller can withdraw the time deposits from the Notary's office, the observed exchange rate is $970 per dollar, San Pedro SpA must pay the seller the difference of $24,4 for each dollar of the purchase price that Penta loaned. Conversely, if at the time of the funds' release the exchange rate, the Observed Dollar rate, is $930 per dollar, the seller must pay the buyer the difference of $15,6 for each dollar of the purchase price granted by Penta as a loan.

 

The preceding example is for illustrative purposes only and shall in no way limit or modify the Debtor's obligation to fully assume the exchange rate risk as established in this clause, so that on the date of release of the funds, Frutícola Pan de Azúcar S.A. shall actually receive the duly agreed amount in dollars.

 

CLAUSE FIVE: GROUNDS FOR DEFAULT.

 

The Creditor may demand full and immediate payment of the entire principal of the New Debt and the Additional Payment, in which case such obligations shall become due and payable immediately, as if they were past due, and the payment terms shall expire without the need for a lawsuit, if any of the following circumstances occur:

 

/a/ Default or simple delay in the full and timely payment of the principal and/or interest of the New Debt evidenced by this instrument.

 

/b/ If the Debtor is subject to any of the procedures contemplated in Law 20.720 on the reorganization and liquidation of companies and individuals. The foregoing shall not apply during the period of insolvency financial protection.

 

/c/ If the Debtor fails to maintain its accounting books and records in the manner required by law or in accordance with generally accepted accounting principles in Chile; or if it negligently fails to comply with its tax, labor, social security, or administrative obligations, whether through omission, delay, or inaccuracy in the filing or payment of returns, taxes, or contributions; or if, in general, it commits any act or omission that may materially affect its solvency, the transparency of its financial situation, or the fulfillment of the obligations arising from this Agreement, and fails to remedy such breach, act, or omission within 60 days of becoming aware of it.

 

Furthermore, the failure to promptly deliver to the Creditor, within ninety (90) days following the close of each fiscal year, the Debtor's audited financial statements or any other financial or administrative information reasonably required by the Creditor to verify the determination of the Annual Cash Surplus or compliance with the other obligations agreed upon herein shall constitute a serious breach.

 

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/d/ The Debtor agrees to submit to the Creditor, within thirty (30) days following the close of each calendar quarter, an internal financial statement that reasonably reflects its financial position, cash flow, and indebtedness, as well as any relevant information on material events that may affect its solvency or the normal fulfillment of its obligations, without prejudice to any requests for information or other financial, accounting, or tax records that the Creditor may make to the Debtor, who agrees to submit such information within ten (10) calendar days of the request.

 

Failure to provide such information within the specified timeframes entitles the Creditor to formally request it and, should the omission persist, to declare it grounds for breach pursuant to clause (c) above.

 

CLAUSE SIXTH: PLEDGE ON SHARES.

 

The Parties acknowledge that the full, timely, and effective performance of all obligations assumed by the Debtor under this Novation Agreement—including, but not limited to, the payment of the principal of the New Debt, the Additional Payment, adjustments, costs, expenses, commissions, indemnities, and any other obligation to give or to do arising from this instrument—is secured by a Non-Possessory Pledge over all the shares of San Pedro SpA, constituted by Frutícola Bellavista SpA in favor of Agrícola San Pablo SpA and Frutícola Pan de Azúcar S.A., by virtue of a public deed of this same date, executed before the Notary Public of Santiago, Mr. Iván Torrealba Acevedo (the “Pledge on Shares”).

 

The Parties acknowledge that the aforementioned guarantees of the Pledge on Shares, under the terms expressly agreed upon in clause three, all principal and accessory obligations arising or that may arise from this Novation, including extensions, renewals, rescheduling, capitalization of interest, expenses, and any subsequent modification of this debt, without prejudice to any other guarantees that the Creditor or its related parties may have or establish.

 

The Debtor declares that it is aware of and accepts that the Pledge on Shares was established irrevocably and jointly for the benefit of Agrícola San Pablo SpA and Frutícola Pan de Azúcar S.A., and that its validity will extend until the total and definitive extinction of all obligations arising from this Novation and from the other supplementary contracts of the transaction described in clause one of this instrument.

 

CLAUSE SEVENTH: OBLIGATIONS NOT TO DO.

 

Seven.One. For as long as any obligation of the Debtor arising from this Agreement or its annexes remains in effect, the Debtor agrees to maintain its legal existence, its capacity to operate, and its financial condition in such a way as to allow it to fulfill the obligations assumed under this Agreement.

 

Seven.Two. Without the prior written consent of the Creditor, the Debtor may not:

 

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/a/ modify, amend, or replace its articles of association;

 

/b/ increase or decrease its capital, issue new shares, or create different classes or series of shares;

 

/c/ merge, divide, transform, dissolve, or agree to its early liquidation;

 

/d/ establish mortgages, pledges, or other encumbrances on its assets other than those already established in favor of Penta Vida;

 

/e/ contract financial debt, individually or jointly with the New Debt, that results in the current “Net Financial Debt / Assets” ratio being equal to or greater than 30% of the same ratio calculated as of December 31, 2025, without the prior written authorization of the Creditor;

 

/f/ grant endorsements, bonds, or personal guarantees in favor of third parties;

 

/g/ transfer, sell, assign, lease, or otherwise dispose of or alienate all or part of the goods acquired under this Purchase Agreement, except in the cases provided for in this instrument; nor,

 

/h/ perform acts or operations outside its ordinary course of business or that may substantially affect its ability to pay or its financial situation.

 

Seven.Three. Any breach of the foregoing obligations and restrictions shall constitute a serious breach by the Debtor and shall render the Creditor liable for all of the Debtor's obligations under Clause Three, without the need for judicial notice or any additional formality.

 

CLAUSE EIGHT: MISCELLANEOUS STIPULATIONS.

 

Eight.One. Assignment of Rights.

 

The Parties agree that neither of them may contribute, assign, or transfer, in whole or in part, this Agreement without the prior written consent of the other Party, which may not be unjustifiably withheld. The Parties further agree that any assignment of rights or obligations under this Contract shall be subject to the provisions of Articles 1901 et seq. of the Civil Code.

 

Eight. Two. Amendments. Waiver.

 

/a/ This Contract may only be amended by a written instrument signed by the Debtor and the Creditor.

 

/b/ No waiver of any provision of this Contract or of any instrument executed pursuant to its terms, nor any consent for the Debtor to act in a manner contrary to its terms, shall have any effect unless granted in writing as indicated above. In any case, such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was granted. Furthermore, any amendment to this Agreement must comply with and respect, to the extent applicable, the stipulations contained in such instruments.

 

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/c/ The fact that the Creditor does not exercise any of its rights under this Agreement shall not constitute a waiver on its part, nor shall the partial exercise of any right by the Creditor prevent the subsequent exercise of the same or other rights. The remedies referred to herein are cumulative and do not exclude any other remedy recognized by law.

 

Eight. Three. Communications.

 

All notifications, notices, and communications between the Parties under this Agreement, which do not have a pre-established formality, shall be made by email, with read receipts, to the following addresses: /a/ Frutícola Pan de Azúcar S.A. and Agrícola San Pablo SpA: Francisco Vergara R. (franverr@rosales.cl ), with a copy to Rodrigo Seoane Magnasco ( ***). /b/ San Pedro SpA: José Miguel Fernández Garcia Huidobro ( *** ) and Joaquín Lobel (***). Notwithstanding the foregoing, the Parties may also make such notifications, notices, and communications by certified mail to the address of the other Party indicated in this instrument.

 

Eight. Four. Costs and Expenses.

 

/a/ The Debtor shall bear all reasonable and documented costs and expenses related to the preparation, execution, performance, or enforcement of this Agreement.

 

/b/ Furthermore, should any cause of breach of this Agreement arise, the Debtor agrees to pay the Creditor, upon the Creditor's sole request, all costs and expenses incurred by the Creditor in connection with the enforceability or preservation of any right under this Agreement.

 

Eight. Five. Nullity or Ineffectiveness.

 

The declaration of nullity or ineffectiveness of any provision contained in this Agreement shall render such provision unwritten or ineffective, but the nullity or ineffectiveness of such provision shall not affect the validity and effectiveness of the remaining provisions of this Agreement.

 

Eight. Six. Legal Successors and Assigns.

 

The provisions of this Agreement shall be binding upon, and shall benefit, the Parties and their respective legal successors and assigns.

 

Eight. Seven. Annexes.

 

All Annexes indicated in this Agreement are understood to form an integral part of this Contract for all legal purposes, and are hereby notarized on this same date and in this same Notary Public's office.

 

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Eight. Eight. Taxes.

 

All payments made by the Debtor shall be free of any tax, levy, withholding, deposit, or any other deduction, present or future, whatever its nature. Consequently, the Debtor shall be responsible for all taxes, duties, fees, stamp duties, and any other charges, whether state, local, or otherwise, and of whatever nature, class, or type, including value-added tax, except for direct taxes levied on the Creditors that may be incurred now or in the future, as applicable, due to the execution, performance, or termination of this Agreement and the documents attached hereto.

 

Eight. Nine. Preclusion.

 

The failure of the Creditors to exercise or delay in exercising any of their rights under this Agreement shall not constitute a waiver of such rights, nor shall the separate or partial exercise of any right preclude the subsequent exercise of the same or other rights. Such remedies are cumulative and do not exclude any other remedy recognized by law.

 

Eight. Ten. Clause Titles.

 

The titles assigned by the Parties to the various stipulations of this Agreement are established solely for reference and ease of reading, without affecting the meaning or scope that the clause in its entirety may have other than said title.

 

CLAUSE NINE: JURISDICTION AND APPLICABLE LAW.

 

Any dispute or controversy arising in connection with this Agreement, including any matter related to its application, interpretation, duration, validity, performance, or termination, shall be submitted to arbitration in accordance with the Procedural Rules of Arbitration of the Arbitration and Mediation Center (CAM Santiago) of the Santiago Chamber of Commerce, in effect at the time the request is made.

 

The parties shall mutually agree on the appointment of an arbitrator regarding the procedure and the legal basis for the award. CAM Santiago may assist the parties in the appointment process. In the event that the appointment cannot be made by mutual agreement, the parties grant irrevocable special power of attorney to the Santiago Chamber of Commerce (CAM Santiago), so that, upon written request from either party, it may appoint the arbitrator from among the members of the CAM Santiago arbitration panel.

 

No appeal may be lodged against the arbitrator's decisions, and the parties expressly waive any right to appeal. The arbitrator is specifically empowered to resolve all matters related to his/her competence and/or jurisdiction.

 

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Legal Capacities.

 

The legal capacity of Mr. Arnaldo Gorziglia Cheviakoff and Ms. Catalina Weston D'Albuquerque to act on behalf of San Pedro SpA is established in a public deed executed on October 28, 2025, before the notary public of Santiago, Mr. Iván Torrealba Acevedo, under Repertory number 16.073-2025.

 

The legal capacity of Mr. Rodrigo Javier Seoane Magnasco to act on behalf of Frutícola Pan de Azúcar S.A. is stated in a public deed granted on February 28, 2017, in the notary’s office of San Miguel of Mr. Jorge Reyes Bessone, under Repertory number 822-2017.

 

The aforementioned legal capacity, which are not inserted as they are known to the parties and the authorising Notary Public. Minute drafted by solicitor María del Carmen Herrera Guzmán. Upon reading, they sign the receipt. A copy was provided and recorded in the REGISTER BOOK with the indicated number. I CERTIFY

  

 

1. ARNALDO GORZIGLIA CHEVIAKOFF

p.p. SAN PEDRO SpA

  

/s/ Arnaldo Gorziglia Cheviakoff

 

 

2. CATALINA WESTON D’ ALBUQUERQUE

p.p. SAN PEDRO SpA

 

/s/ Catalina Weston D’Albuquerque

 

 

3. RODRIGO JAVIER SEOANE MAGNASCO

p.p. FRUTÍCOLA PAN DE AZÚCAR S.A.

 

/s/ Rodrigo Javier Seoane Magnasco

 

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EX-99.1 6 tm2530989d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

Limoneira Closes Sale of its Chilean Ranches for $15 million

 

Transaction Aligns with Company’s Monetization of Southern Hemisphere Agricultural Assets

 

Company Continues to Own 47% Interest in Chilean Citrus Packing, Selling and Marketing

 

Company Executing on its Value Creation Strategy of Transacting our Pipeline of Non-Strategic Land and Water Holdings

 

SANTA PAULA, Calif.-- (BUSINESS WIRE) – November 13, 2025 -- Limoneira Company (the “Company” or “Limoneira”) (Nasdaq: LMNR), a diversified citrus growing, packing, selling and marketing company with related agribusiness activities and real estate development operations, today announced the sale of its Chilean ranches, Pan de Azucar and San Pablo. The two ranches consist of approximately 500 acres of lemons, 100 acres of oranges and other unplanted land. The transaction closed on November 7, 2025, with a sales price of approximately $15 million for the two ranches, of which $6.8 million in cash proceeds is to be received initially. The Company expects to shield the majority of the proceeds from Chilean tax liabilities associated with the sale. As part of the transaction, Limoneira maintains its 47% interest in a citrus packing, selling and marketing business in Chile.

 

The Company Continues to Execute on its Value Creation Strategy of Growing Agriculture Income and Monetizing Land and Water Assets:

 

· Agriculture:

o   Streamline operations.

o   Expand avocado production.

o   Optimize lemon packing with recently announced Sunkist partnership.

o   Expand organic recycling facility.

· Land and Water Assets:

o   Sell non-strategic land assets; remaining near-term pipeline valued at approximately $40 million.

o   Sell certain water rights valued at approximately $50-$70 million.

 

Management Comments

 

Harold Edwards, President and Chief Executive Officer of the Company, stated, “This transaction represents the continued execution of our two-part value creation strategy. Not including our near-term pipeline, we have identified approximately $355-$405 million of real estate development assets we anticipate monetizing over the longer-term. In addition, we continue to streamline our operations which will unlock even more value for our shareholders.” 

 

 

 

 

About Limoneira Company

 

Limoneira Company, a 132-year-old international agribusiness headquartered in Santa Paula, California, has grown to become one of the premier integrated agribusinesses in the world. Limoneira (lē moñ âra) is a dedicated sustainability company with 7,000 acres of rich agricultural lands, real estate properties, and water rights in California, Arizona and Argentina. The Company is a leading producer of lemons, avocados and other crops that are enjoyed throughout the world. For more about Limoneira Company, visit www.limoneira.com.

 

Investors

John Mills

Managing Partner

ICR 646-277-1254

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Limoneira’s current expectations about future events and can be identified by terms such as “could,” “expect,” “may,” “anticipate,” “outlook,” “plans,” “intend,” “should,” “will,” “likely,” “strive,” and similar expressions referring to future periods.

 

Limoneira believes the expectations reflected in the forward-looking statements are reasonable but cannot guarantee future results, level of activity, performance or achievements. Actual results may differ materially from those expressed or implied in the forward-looking statements. Therefore, Limoneira cautions you against relying on any of these forward-looking statements. Factors that may cause future outcomes to differ materially from those foreseen in forward-looking statements include, but are not limited to: success in executing the Company’s business plans and strategies, including the merger of the Company's citrus sales and marketing into Sunkist Growers, streamlining operations, monetizing the Company’s land, water and real estate development assets and managing the risks involved in the foregoing; changes in laws, regulations, rules, quotas, tariffs and import laws; weather conditions that affect production, transportation, storage, import and export of fresh produce; increased pressure from crop disease, insects and other pests; disruption of water supplies or changes in water allocations; disruption in the global supply chain; pricing and supply of raw materials and products; market responses to industry volume pressures; pricing and supply of energy; changes in interest and currency exchange rates and the impact of inflation; availability of financing for land development activities; general economic conditions for residential and commercial real estate development; political changes and economic crises; international conflict; acts of terrorism; labor disruptions, strikes or work stoppages; loss of important intellectual property rights; inability to pay debt obligations; ability to maintain compliance with debt covenants under our loan agreement; government restrictions on land use; and market and pricing risks due to concentrated ownership of stock. Other risks and uncertainties include those that are described in Limoneira’s SEC filings that are available on the SEC’s website at http://www.sec.gov. Limoneira undertakes no obligation to subsequently update or revise the forward-looking statements made in this press release, except as required by law.