Filing # 81768404 E-Filed 12/06/2018 05:26:18 PM IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT, IN AND FOR HILLSBOROUGH COUNTY, FLORIDA 734 AGRICULTURE, LLC, a Delaware limited liability company, RCF 2014 LEGACY LLC, a Delaware limited liability company, DELTA OFFSHORE MASTER II, LTD., a Cayman Islands exempted company, and REMY W. TRAFELET, an individual, Plaintiffs, v. Case No. 18-CA-011294 Division: L GEORGE R. BROKAW, an individual, HENRY R. SLACK, an individual, W. ANDREW KRUSEN JR., an individual, GREG EISNER, an individual, BENJAMIN D. FISHMAN, an individual, and ALICO, INC., a Florida corporation, Defendants. _________________________________________/ VERIFIED AMENDED COMPLAINT Plaintiffs, 734 AGRICULTURE, LLC, a Delaware limited liability company, RCF 2014 LEGACY LLC, a Delaware limited liability company, DELTA OFFSHORE MASTER II, LTD., a Cayman Islands exempted company, and REMY W. TRAFELET, an individual, sue GEORGE R. BROKAW, an individual, HENRY R. SLACK, an individual, W. ANDREW KRUSEN JR., an individual, GREG EISNER, an individual, BENJAMIN D. FISHMAN, an individual (the “Director Defendants”), and ALICO, INC., a Florida corporation, and state as follows: 1. This is an action by the majority shareholders of a publicly-traded, Florida-based agribusiness and land management company, Alico, Inc. (“Alico” or the “Company”), seeking to enforce the vote of a majority of Alico’s shareholders via an Action by Written Consent (the 1 “Shareholder Vote”). Several individual Alico directors have obstructed the Shareholder Vote in an unlawful effort to entrench themselves on the Alico Board and retaliate against Plaintiffs for exercising their rights as shareholders under Florida law. 2. Indeed, there is nothing more sacrosanct in the canon of corporate law than shareholder enfranchisement. The fundamental principle of corporate governance is that the board of directors is responsible for the day-to-day management of the corporation, but the shareholders have the right to elect and remove the directors. 3. Under Florida law, the shareholders’ right to vote for, or remove, directors is not limited to the corporation’s annual meeting. Unless a corporation’s articles of incorporation provide otherwise, shareholders may vote on corporate matters via written consent, without a meeting and without notice, provided that they have the requisite votes to take the action contemplated. Actions that shareholders may take by a majority vote via written consent include, as directly at issue here, removing a corporation’s directors, and the majority of shareholders may take such action to remove directors both with or without cause. 4. Plaintiff Trafelet is the Company’s President and Chief Executive Officer, serves as a director on the Company’s Board, and is the Company’s largest shareholder. Plaintiffs (“Plaintiffs” or the “Majority Shareholders”) control more than a majority—56%—of Alico’s outstanding shares. As a result, the Majority Shareholders have the absolute right, and the power, to elect and remove the directors of the Company. In accordance with the procedure provided for this purpose in Alico’s bylaws, and as contemplated by Florida law, on November 11, 2018, the Majority Shareholders delivered the Shareholder Vote to Alico’s Corporate Secretary. 5. The Shareholder Vote was taken to, among other things: reduce the size of Alico’s Board from seven directors to five, remove the four of the Director Defendants (Messrs. 2 Brokaw, Slack, Krusen, and Fishman) from their positions as directors, and fill the two empty seats created as a result with two new highly qualified, experienced, and independent directors. 6. The Majority Shareholders executed their statutory rights via the Shareholder Vote to right-size the Company’s Board and to provide an improved and independent governance framework for the Board. The Majority Shareholders want the Alico Board to be able to act more decisively, more quickly, and more efficiently. The Shareholder Vote is necessary because the Director Defendants, who by law are required to represent all of the shareholders, are in fact affiliated with specific investor constituencies and at times have been more focused on those constituencies than the Company or have been distracted by the particular concerns of those constituencies. (Like the four removed Director Defendants, Defendant Fishman is affiliated with a specific investor constituency and at times has been more focused on that constituency and distracted by the particular concerns of that constituency. Unlike the four removed Director Defendants, however, Defendant Fishman sits on the Board as a result of a bargained-for contractual right and cannot be removed; similarly, Plaintiff 734 Agriculture’s voting rights are also a result of a bargained-for contractual exchange.) 7. The Board also was too large for a company of Alico’s size and laden with unnecessary and expensive executive positions and an unnecessary Executive Committee, a point on which Defendant Fishman had always agreed. 8. Instead of respecting the will of the Majority Shareholders, Defendants took numerous actions to deprive the Majority Shareholders of their voting rights, including by manufacturing a conflicted “ad hoc committee” that was supposedly going to evaluate the Shareholder Vote, even though no such evaluation was needed in this case. On information and belief, the Director Defendants created the “ad hoc committee” to provide cover for their true 3 plan, which was to deprive Plaintiffs of their voting rights as Alico’s Majority Shareholders and undermine corporate democracy at Alico. And the Director Defendants purported to indemnify themselves for this wrongdoing, using Company assets. 9. Through this bad faith scheming, the Director Defendants have attempted a boardroom coup. They have leveled false accusations at Plaintiffs and used those accusations to justify unlawful Board resolutions rejecting the Shareholder Vote, thereby keeping themselves in the Board seats from which the Shareholder Vote removed them. They have also caused Defendant Alico to start a process to remove Mr. Trafelet as Alico’s CEO. As a result of these unlawful Board resolutions, Alico publicly announced the commencement proceedings to terminate Mr. Trafelet as Alico’s President and CEO, even though the Director Defendants provided no basis for this action in their resolutions. 10. Mr. Trafelet has done nothing that could justify his removal as Alico’s President and CEO and in fact has transformed Alico through a restructuring program that significantly increased the Company’s return potential. The Company’s share price is up over 20% from the time Mr. Trafelet assumed his role as Alico’s President and CEO. Until he was abruptly and unjustifiably placed on administrative leave, Mr. Trafelet was also in the process of working with the State of Florida on a deal that would allow the State to flood Alico’s private property with algae bloom discharge from Lake Okeechobee, as part of an effort by Alico to help the State combat red tides. In the face of these accomplishments, it is no small wonder that the Director Defendants have not provided Mr. Trafelet notice of exactly what he did wrong, in direct contradiction to his employment contract. 11. The Director Defendants did not limit their retaliation campaign to Alico. They also deployed their false fairytale in aid of an unlawful attempt to strip Plaintiff 734 Agriculture, 4 LLC (“734 Agriculture”) of its sole and exclusive contractual right to vote the Alico shares owned by 734 Investors, LLC (“734 Investors”), a Delaware limited liability company whose sole asset is Alico shares. This coordinated attack on Plaintiffs was also driven by the Director Defendants, acting through their affiliates and working with conflicted legal counsel, and resulted in a “written consent” purporting to oust Plaintiff 734 Agriculture from its role as Managing Member of 734 Investors on the very same day that the Director Defendants caused Alico to commence a process to terminate Mr. Trafelet as Alico’s CEO. The unlawful actions Defendants took to purportedly remove Plaintiff 734 Agriculture as Managing Member of 734 Investors are the subject of separate consolidated actions in the Delaware Court of Chancery, as the operating agreement at issue in those actions is governed by Delaware law and designates Delaware as the forum. 12. After their removal and after the Shareholder Vote was taken, the most the Director Defendants lawfully could have done is set a record date for the Shareholder Vote, but even the Defendant Directors’ claimed need to do that, in these circumstances, conflicts with Florida statutory law. But instead of completing the ministerial task of looking at a calendar and setting a record date, the Director Defendants have refused to follow the direction of the Shareholder Vote, their obligations under Alico’s bylaws, and their obligations as fiduciaries of a Florida corporation because they disagree with the Majority Shareholders’ view that four of them should no longer serve on the Board. All of the Director Defendants’ self-interested actions were taken in an effort to undermine corporate democracy for the obvious purpose of entrenching their own board seats, and in the case of Defendant Fishman, grabbing executive power at Alico he is ill-equipped to exercise. Through their actions, The Director Defendants have unlawfully 5 substituted their own self-interested judgment for that of the shareholders they serve. The Director Defendants have no good faith basis for embarking down the path they have taken. 13. By this action, Plaintiffs seek a declaratory judgment recognizing the Majority Shareholders’ vote for the Director Defendants’ removal as Company directors and nullifying those actions the Director Defendants have taken to try and forestall their removal from Alico’s Board, including without limitation the Director Defendants’ resolutions to reject the Shareholder Vote and to cause Alico to begin proceedings to terminate Mr. Trafelet as CEO. There is an immediate and bona fide adverse interest between the parties concerning the right of Plaintiffs to control the Company’s governance structure via the Shareholder Vote, and Plaintiffs are entitled to have the doubt, created by the Director Defendants’ untoward and unlawful tactics, removed. THE PARTIES 14. Plaintiff 734 Agriculture, LLC (“734 Agriculture”) is a Delaware limited liability company with its principal place of business in New York. 734 Agriculture is the Managing Member of 734 Investors, LLC (“734 Investors”), also a Delaware limited liability company with its principal place of business in New York. 734 Investors holds a 42.7% interest in Alico. 734 Agriculture serves as 734 Investors’ manager and controls 734 Investors’ shareholder vote. 15. Plaintiff RCF 2014 Legacy LLC is a Delaware limited liability company with its principal place of business in New York and holds a 4.7% interest in Alico. 16. Plaintiff Delta Offshore Master II, Ltd. is a Cayman Islands exempted company with its principal place of business in New York and holds a 3.6% interest in Alico. 17. Plaintiff Remy W. Trafelet is an individual residing in the State of New York. Mr. Trafelet holds a 5.0% interest in Alico and brings this action in his capacity as an Alico 6 shareholder. Mr. Trafelet is also the President and Chief Executive Officer of Alico and sits on Alico’s Board. In addition, Mr. Trafelet is manager of 734 Agriculture. As a result, Mr. Trafelet controls, via 734 Agriculture, the voting power of 734 Investors’ 42.7% interest in Alico. Mr. Trafelet is the largest beneficial owner of Alico shares. 18. Defendant George R. Brokaw is an individual residing in the State of New York, named here in his capacity as a director removed from Alico’s Board as a result of the Shareholder Vote. 19. Defendant Henry R. Slack is an individual residing in the State of New Jersey, named here in his capacity as a director removed from Alico’s Board as a result of the Shareholder Vote. 20. Defendant W. Andrew Krusen, Jr. is an individual residing in the State of Florida, City of Tampa, named here in his capacity as a director removed from Alico’s Board as a result of the Shareholder Vote. 21. Defendant Greg Eisner is an individual residing in the State of New York, named here in his capacity as a director removed from Alico’s Board as a result of the Shareholder Vote. 22. Defendant Benjamin Fishman is an individual residing in the State of New York, named here in his capacity as a director of Alico’s Board. 23. Defendant Alico, Inc., is a NASDAQ-traded Florida corporation with its headquarters located in Lee County, Florida. Alico is named as a Defendant because the Director Defendants have caused it to act unlawfully. 24. Non-party Joseph Sambuco is a director of Alico’s Board and is the only truly independent member of the Board. 7 JURISDICTION AND VENUE 25. This Court has jurisdiction over this declaratory judgment action pursuant to Florida Statute § 86.011. 26. This Court has personal jurisdiction over the Director Defendants pursuant to Florida Statute § 48.193(1)(a) because the Director Defendants served as board members of Alico and thereby operated and conducted business in Florida. 27. This Court has personal jurisdiction over Defendant Alico because it is incorporated and has its headquarters in Florida. 28. Venue is proper in Hillsborough County pursuant to Florida Statute § 47.011 because Defendant Krusen resides in Tampa, Florida. FACTUAL ALLEGATIONS A. The Company 29. Alico is the largest citrus producer in the United States and is headquartered in Lee County, Florida. 30. In January 2017, in response to a bloated and inefficient cost structure, as well as hundreds of millions of dollars of non-performing assets, Alico embarked on an aggressive restructuring program to improve its operational efficiencies and optimize its return on capital employed. Around the same time, Mr. Trafelet stepped up and assumed the responsibility of being Alico’s President and CEO. The restructuring program, called the “Alico 2.0 Modernization Program,” has been and continues to be steered by Mr. Trafelet in his capacity as Alico’s CEO. 31. Alico 2.0, implemented under Mr. Trafelet’s stewardship, has been tremendously successful, as Defendants have acknowledged repeatedly both in public and in private, and has 8 transformed Alico into a more competitive and more sustainable company. The program transformed three legacy businesses into a single efficient enterprise and explored every aspect of Alico’s citrus and ranch operations, including corporate and operational cost structures, grove costs, purchasing and procurement, non-performing and under-performing assets, professional fees, and human resources efficiency. 32. Alico 2.0 has included significant asset divestitures, the shutdown of businesses that were not profitable, the achievement of consistent and uniform field staffing and citrus grove operations, significant reduction in administrative expenses, and automation and simplification of administrative tasks through information technology investments. All of these changes will help Alico prosper as an important Florida corporation. The program has also included management changes, including bringing on a new president for a significant Alico subsidiary. Alico 2.0 also notably helped to mitigate a drop in share price following Hurricane Irma’s devastation of Florida’s citrus crops in the fall of 2017. 33. Alico 2.0’s aggressive restructuring and cost-cutting measures have touched nearly every aspect of the Company except, until recently, the structure of the Company’s Board. B. The Relationship Among The Majority Shareholders, The Director Defendants, And Alico 34. 734 Investors was formed in November 2013 for purposes of making securities investments on behalf of its members. It is Alico’s largest shareholder. 35. As noted above, 734 Investors is managed by 734 Agriculture. Under the terms of 734 Investors’ Operating Agreement, 734 Agriculture has the sole authority to exercise the powers of 734 Investors and manage its business and affairs. This authority is reflected in Section 2.01 of the 734 Investors Operating Agreement and expressly includes, without limitation, exercising “voting rights in respect of [Alico].” 9 36. Mr. Trafelet, by virtue of his role as manager of 734 Agriculture, is the individual with the decision making authority concerning whether, and how, 734 Investors votes its shares in Alico. This allocation of sole authority to Mr. Trafelet is a negotiated provision of the documents governing 734 Agriculture and 734 Investors. All of the investors in these entities agreed to this as part of their investment. 37. 734 Investors’ 42.7% voting power, together with RCF 2014 Legacy LLC, Delta Offshore Master II, Ltd., and Mr. Trafelet’s collective 13.3% voting power, constitutes a 56% majority of the outstanding Alico voting shares. 38. This 56% majority has voted numerous times and has been recognized in Board actions and reflected in publicly available Securities and Exchange Commission (“SEC”) filings made by the Company numerous times (including in the Company’s most recent annual proxy statement). No director, including the Director Defendants, has ever questioned the Majority Shareholders’ ownership or right to control. The Company’s annual meeting proxy statement for the annual meeting held on February 27, 2018 expressly stated that “734 Agriculture and its affiliates . . . collectively have the voting power to control the election of Directors and any other matter requiring the affirmative vote or consent of our shareholders.” 39. The Director Defendants either have a beneficial interest in 734 Investors or act on behalf of principals or relatives who have such an interest. 734 Investors’ Operating Agreement expressly provides, however, that the Director Defendants (or more precisely the members with which they are affiliated) are passive investors who have no authority to manage 734 Investors’ affairs, no authority or approval rights concerning how 734 Investors votes its shares in Alico, and no fiduciary relationship with 734 Investors’ manager (i.e., 734 Agriculture). 10 Managing authority and voting power are expressly vested, by virtue of his management role in 734 Agriculture, in Mr. Trafelet. 40. Other than Defendant Fishman, who sits on the Alico Board as a result of bargained-for contractual rights, the Director Defendants served on Alico’s Board at the discretion of the Majority Shareholders. C. In Furtherance Of Alico 2.0, The Majority Shareholders Requested That Four Defendants Resign As Directors Of Alico 41. In order to build on and continue Alico 2.0’s success, the Majority Shareholders believed that the time had come to right-size the Company’s Board so as to provide a governance framework for a leaner Board comprised of a majority of truly independent directors who could act more decisively, more quickly, and more efficiently. As noted, the Director Defendants are affiliated with investor constituencies (specifically members of 734 Investors) and at times have been more focused on those constituencies than the Company or have been distracted by the particular concerns of those constituencies. Simply put, the Board was too large and laden with unnecessary and expensive executive positions and an unnecessary Executive Committee in light of the Company’s size. 42. On Friday, November 9, 2018, Mr. Trafelet called a meeting with the Director Defendants and the other member of Alico’s Board. The Director Defendants, other than Defendant Slack, participated. (Defendant Slack did not participate in this meeting due to travel. Mr. Trafelet had a discussion about the matters discussed at this meeting with Defendant Slack the following morning.) 43. At the meeting, Mr. Trafelet explained that, as the majority shareholder, he had concluded that continuing change was necessary to optimize, complement, and complete the mission of Alico 2.0. Mr. Trafelet noted that Alico’s Board needed to be reset to the right size 11 and composition for a public company of its size. Mr. Trafelet informed the Director Defendants of his decision, as controller of the Majority Shareholders’ shareholder votes, to reduce the size of Alico’s Board from seven directors to five, and to appoint two new directors to fill the empty seats that would result from either Director Defendants’ resignations or, if resignations were not forthcoming, from the action by shareholder written consent. One of the new directors served for nearly 20 years as CFO of the Jefferies Group, Inc., a multinational full-service investment bank, and has both financial expertise and financial markets experience, which makes him wellqualified to serve on the Alico Board. The other new director recently retired from his position as head of the Specialized Funds Group at Prudential Real Estate Investors (“PREI”), the real estate investment management business of Prudential Financial, and was responsible for PREI’s higher-returning funds, totaling over $10 billion in gross assets. His 36 years of experience includes serving on a variety of industry associations and on the board of directors for a number of private companies. 44. Mr. Trafelet then asked, on behalf of the Majority Shareholders, for Defendants Brokaw, Slack, Krusen, and Eisner to agree to resign from the Company’s Board but at the same time to join a new Strategic Advisory Board so they could continue to advise and assist in the Company’s success. Defendants Brokaw, Slack, Krusen, and Eisner were asked to consider the request as necessary to help advance the Alico 2.0 strategy. Given the need to act quickly, Defendants Brokaw, Slack, Krusen, and Eisner were asked to respond within two days. 45. The Director Defendants’ resistance to the Majority Shareholders’ plan began immediately. Certain Defendants made baseless accusations and threats against Mr. Trafelet in lieu of weighing the benefits of Mr. Trafelet’s proposal and giving his views as controller of the majority share vote due consideration. These accusations by and large consisted of unfounded 12 accusations that Mr. Trafelet was acting out of self-interest, including accusative speculation (again, unfounded) that Mr. Trafelet planned to cause the Company to sell him cheap stock options once the new board members took their seats. Before Mr. Trafelet could complete his presentation for a constructive way forward, emotions overtook the conversation; Defendant Brokaw, who was participating by phone, hung up after approximately 15 minutes; and it became impossible for Mr. Trafelet to complete the presentation. Mr. Trafelet was then asked to leave the group discussion so that the other Board members could speak in private, and he did so. 46. On information and belief, following the meeting and over the ensuing weekend, the Director Defendants discussed whether there were ways to stop the Majority Shareholders from voting them out as directors and whether there was a basis to fire Mr. Trafelet as CEO. In fact, on information and belief, certain of the Director Defendants had already planned a secret meeting with the law firm Wachtell, Lipton, Rose & Katz (“Wachtell”) on November 9, 2018 to discuss how to prevent the Majority Shareholders from exercising their voting rights, but the meeting was cancelled after Mr. Trafelet announced that he would be holding an informal meeting later the same day. On information and belief, other such meetings between certain Director Defendants and Wachtell occurred in 2018, including during the summer of 2018. 47. At 9:13 p.m. on the night of November 9, 2018, Defendant Slack, as the then Chairman of the Board, sought to give notice of a Board meeting purportedly for 9:00 a.m. the following morning, i.e., less than twelve hours later. 48. Because the November 9, 2018, meeting ended before Mr. Trafelet could complete his presentation, Mr. Trafelet emailed the Director Defendants and Alico’s other Board member the following morning to offer further explanation: “Dear Hank, George, Andy, Greg, Ben and Joe, 13 The process delivered yesterday was not the process anyone would choose except out of necessity. It is unfortunate that experience and individuals’ emotions demanded it. I am truly sorry for the effects it may have had on our personal relationships. Understanding that emotions were very charged at today’s meeting and that I was unable to finish my presentation I would like give you the following: Rationale  Alico’s current board and governance structure is not appropriate for a $250mm market cap company.  The current board could be argued to have only one truly independent director causing influence and decisions that are not always in the best interest of the company.  It makes no sense for a company of this size to have a Chairman, Vice Chairman and Executive Committee.  Alico 2.0 has restructured the company over the last two years from the bottom up.  Addressing the Governance and Board of the company is long overdue.  I have spoken with everyone on the board and many numerous times about these structure and governance issues.  I felt it was my duty to the company and the shareholders to act now rather than to continue the governance and structure discussions indefinitely.  Both current and potential investors have voiced explicit concerns about this structure.  The structure and governance potentially impedes getting a proper valuation on the stock. Timing  The company is about to embark on its first real interaction with potential investors, conferences and analyst coverage.  It is in the company’s best interest that 734 Investors does an orderly and controlled distribution of its holdings.  734 Investors is scheduled to liquidate 12 months from now in November of 2019.  The company does not have the luxury of an extended discussion/debate of the implementation of board and governance changes.  It is crucial for the company to be in the best position possible and have as high a stock price as possible to effect an orderly liquidation of 734.  An orderly liquidation of 734 is very important to the company b/c the alternative would put extreme pressure on its equity cost of capital for a very extended period of time. New Board  Shrinking the board from 7 members to 5 members makes sense for several reasons.  It is more cost effective and efficient.  It is more appropriate for a micro-cap company.  This smaller board will be much more active, nimble and strategic and the market should react favorably to these changes.  Truly independent members can be put in place while removing superfluous positions and committees.  The new board members are both of impeccable credentials and truly independent. Strategic Advisory Committee 14    Established to create a positive transition for board members Create an official group for management to access for advice and counsel Have a positive market impact as the governance and structure portion of Alico 2.0 was executed. My Position  I am the largest shareholder of Alico.  I gain nothing personally from board/governance changes except for increasing the likelihood of a proper equity valuation. The company reaps the same benefits by significantly reducing its cost of capital.  Many decisions have been made in restructuring this company that were not popular with everyone. Good decisions rarely are. Many of the Alico 2.0 decisions were difficult and unpopular but proved to be in the best interest of the company.  All decisions and operations have been based on increasing the company’s ROCE. Increasing the numerator of that ratio through efficiencies and cost cutting and reducing the denominator by disposing of unearning assets. This is what creates value for businesses. Operations  The company spent more than two years with a management team that was unable and unwilling to execute a consolidation plan as well further sinking the company into subpar returns.  I identified these management issues and lead the board to terminate that manager and restructure the company.  For almost 2 years, the company has been restructured under the Alico 2.0 program.  Given the devasting impacts of Hurricane Irma the company would have been in a dire situation if Alico 2.0 hadn’t been started and begun implementation 10 months prior to the storm.  Due to Alico 2.0 the company’s stock was actually flat following losing over $100mm to Irma.  All aspects of the company have been attacked and made efficient as possible except the governance and board structure.  Alico Citrus is now poised to have a high likelihood of returning to pre-Hurricane Irma production levels in 2020.  Cost savings are now expected to be more than $20mm  Return on Capital Employed is expected to grow to over 15% from 4-6%. In fact, when cash is included ROCE should exceeded 22% when balance sheet cash is included Equity Valuation  As Alico 2.0 continues the company is poised to make $3.98/share in 2020 on 7.9mm boxes without the Water Deal which would add $0.80-0.90 of incremental EPS.  When the Alico deal was first announced in December of 2014 the consolidation of the businesses was expected to make $3.13/share on 10mm boxes  Due to what has so far been accomplished with Alico 2.0 and the continuation of the asset disposal program the company is currently trading at 4.7x 2020 EV/EBITDA and 9x 2020 EPS with an NAV of $60. 15 There is more to do  The company’s debt needs to be restructured as it is mismatched with the company’s asset base.  There are significant contract negotiations upcoming that need to be addressed in the coming months and quarters.  Alico’s cost of equity capital could be viewed as costing 50% which needs to be rectified through a diligent and thorough capital markets strategy.  The company has mining and natural resources that have significantly more value than initially believed.  The company will have a very significant cash position accumulated over the next couple years demanding thoughtful capital structure discussions and decisions. There is the opportunity to make this company substantially more valuable and, while not guaranteed, it is on the path to getting there. Corporate infighting and diversions will reduce and could possibly eliminate that possibility to the detriment of the shareholders and the company itself. I am available and ready to speak with any of you in greater detail on the above issues or any others, Remy” A copy of this email is attached as Exhibit A. 49. After Mr. Trafelet sent the above-quoted email, on Saturday morning, Defendant Slack canceled the Board meeting he had attempted to schedule the night before. On information and belief, Defendant Slack did so because he came to understand that the notice he issued did not comply with Florida law. 50. Defendant Slack then noticed a Board meeting for Monday, November 12, 2018 (the “November 12 Meeting”). 51. Without any legal basis for doing so, over the course of the weekend various Defendants pressured Mr. Trafelet, in his capacity as director, to recuse himself from that meeting entirely. 16 D. After Defendants Brokaw, Slack, Krusen and Eisner Refuse To Resign, The Majority Shareholders Act By Written Consent To Right-Size The Board, Remove Those Defendants As Board Members, And Fill The Empty Seats 52. Ultimately, Defendants Brokaw, Slack, Krusen, and Eisner chose not to resign from the Company’s Board within the time afforded them by the Majority Shareholders, i.e., by 5:00p.m. on Sunday, November 11, 2018. 53. Having received no resignations, and feeling duty-bound to act decisively in the Company’s interests, the Majority Shareholders delivered the Shareholder Vote to the Company Secretary at 5:17 p.m. The Shareholder Vote reduced the size of the Company’s Board from seven directors to five, removed Defendants Brokaw, Slack, Krusen, and Eisner from the Board, appointed two new, independent directors to fill the empty Board seats created by those Defendants’ removal, and made attendant changes to the Company’s bylaws to effectuate and protect the Shareholder Vote. Defendant Fishman remained on the Board because of his bargained-for contractual right to sit on the Board. Mr. Sambuco remained on the Board because he is truly independent. 54. As the Shareholder Vote explained: REASONS FOR TAKING THE ACTIONS The aim of a smaller, reconstituted Board is to identify and execute on opportunities to improve operating performance of Alico and enhance shareholder value. The Majority Shareholders believe the Board was composed of capable, distinguished directors that served in good faith. A number of the directors, however, were designees of or otherwise affiliated with other shareholders of Alico, which complicated the Board’s functioning as a cohesive board of directors. We have elected two new highly qualified directors, Mr. [Joseph] Schenk and Mr. [John] Gregorits, with valuable and relevant business and financial experience who we believe will bring a fresh perspective to the Alico Board, and working together with the existing three directors, Messrs. [Remy] Trafelet, [Benjamin] Fishman and [Joseph] Sambuco, constitute a Board that from a size and composition perspective, is designed to manage effectively a company of the scale of Alico. The Majority Shareholders believe a smaller, reconstituted 17 Board provides an effective governance framework for the Board to act decisively and efficiently to drive sustainable value creation at Alico. Exhibit B, Shareholder Vote. E. The Director Defendants Begin An Immediate Campaign To Disenfranchise The Majority Shareholders And To Undermine The Action By Written Consent In Order To Entrench Their Board Seats 55. As a result of the Shareholder Vote, Defendants Brokaw, Slack, Krusen, and Eisner were removed from the Company’s Board. If those Defendants have any continuing role at all, it is simply the ministerial function of setting a record date pursuant to the Company’s bylaws. The record date is the date used to determine which shareholders are eligible to vote or give consent. 56. Given that the Majority Shareholders hold a clear majority of Alico’s shares, which Defendants repeatedly have recognized, the record date is not significant in this case. Whatever date is chosen, the Majority Shareholders have the requisite votes. Setting a record date later than the delivery date would not have changed that uncontestable fact, and would have served only to delay the Majority Shareholders’ rights as shareholders to change the Company’s governance structure pursuant to Florida law, which notably does not even contain the concept of a record date for a written consent. 57. Nevertheless, at the November 12 Meeting, the Director Defendants and the other Board member could have set an immediate record date for the Shareholder Vote or set it at the date delivered. In fact, the Company’s bylaws set the record date as the date of delivery of the consent unless the Board sets a different date. 58. If the Director Defendants had any duties after the delivery of the Shareholder Vote, their duties were limited to the ministerial task of setting the record date, but even that act in this case conflicts with Florida statutory law, which as applied here entitled Plaintiffs to have 18 their Shareholder Vote take effect immediately. But in any event, instead of discharging the ministerial duty to set a record date, the Director Defendants proposed a series of self-serving resolutions, despite the fact that they are clearly conflicted from taking these actions, which serve only to disenfranchise the Majority Shareholders. On information and belief, Joseph Sambuco— the only Board member not sued here—voted in favor of these resolutions due to misinformation from, and under pressure by, the Director Defendants. 59. The Director Defendants took the position that Mr. Trafelet could not sit on the “ad hoc committee” created to review the Shareholder Vote and set the record date, due to his connection to 734 Agriculture, the manager of 734 Investors. Defendant Brokaw also did not sit on the ad hoc committee due to his connection to 734 Agriculture, but has supported his coDefendants’ efforts at every step. The remaining Director Defendants then took a contradictory position with respect to themselves; given their affiliations with 734 Investors, one of the shareholders participating in the Shareholder Vote, they are by their own logic also conflicted. From all that appears, the Director Defendants, frustrated that 734 Investors’ Operating Agreement precludes its members (who include the Director Defendants’ affiliates) from challenging 734 Investors’ voting decisions, are using their Board positions to try and accomplish by improper tactical actions what they otherwise could not under the 734 Investors Operating Agreement. 60. Further, the Director Defendants have clearly opposed the Shareholder Vote from the outset and have purported to anoint themselves as the ultimate decisionmakers concerning their own Board positions. The Director Defendants cannot possibly compartmentalize their own self-interest in this context. Their fiduciary obligations should have led them to step aside. 19 61. The Director Defendants’ conflict cannot be resolved by seeking advice from counsel that represents 734 Investors. As noted above, Wachtell represented 734 Investors in connection with its formation, and Wachtell attorneys drafted the 734 Investors’ Operating Agreement that confers on Mr. Trafelet the right (via 734 Agriculture) to vote 734 Investors’ shares. 734 Investors is a current client of Wachtell, and the Wachtell firm may need to act on 734 Investors’ behalf in the event Defendants, who oppose the Majority Shareholders, take further actions to interfere unlawfully with the Shareholder Vote. 62. The day after the November 12 Meeting, a Form 8-K was filed with the SEC on behalf of the Company, which describes the Shareholder Vote as a “Purported Consent” and states that Majority Shareholders “claim” to own 56% of the Company’s shares. Defendants are all aware and have publicly recognized that Majority Shareholders own 56% of the Company’s shares: Until that filing, that fact has been recognized in recent Board actions and the Company’s own SEC filings for years, including in 2015, 2016, 2017 and 2018. It is therefore unclear why Defendants now use the qualifier “claim” when describing the Majority Shareholders’ ownership interest in Alico. In any event, what is clear is that the Form 8-K was filed without involvement of the Company’s outside counsel, the Tampa-based Trenam law firm—further evidence that the Director Defendants are ignoring their fiduciary obligations in favor of an unlawful entrenchment campaign. 63. The Director Defendants ignored their clear conflict and used the November 12 Meeting to seek to pass resolutions aimed at entrenching their positions. The Director Defendants, through their putative control of a majority of the board votes, created an “ad hoc committee” to vest themselves with the power to “evaluate” the Shareholder Vote. While, as noted, Defendant Brokaw was not appointed to the ad hoc committee, he supported his co- 20 Defendants’ efforts and, on information and belief, has been assisting and consulting with them in their obstructive efforts. 64. The Director Defendants also resolved to fully indemnify themselves, at Alico’s expense, for any and all actions they may take concerning the Shareholder Vote. This indemnity covers legal fees. It is difficult to reconcile why the Director Defendants would need indemnification if their intentions were simply to follow the bylaws, consult a calendar, and select a record date. 65. Even more troubling was the Director Defendants’ efforts to silence Alico and its officers and directors from communicating with investors and with the public at large via press releases. This effort was aimed at a draft press release circulated by Mr. Trafelet, as CEO, prior to the November 12 Meeting completely unrelated to the Shareholder Vote. Prior to the November 12 Meeting, Defendant Slack had described the release as “well written” and “propose[d] that it be released as a result of our board meeting on Tuesday . . . .” But when a final draft of the release was circulated by the Company’s CFO on November 13, 2018, a Board member stated via email that the release would not be issued “until the current situation is resolved.” That same email stated that the decision to refrain from issuing the press release had been made at the November 12 Meeting, which is not true. There is no conceivable reason why a ministerial review of the Shareholder Vote would require the suppression of important and positive financial information that investors would want to know. 66. Other Alico shareholders support the Majority Shareholders decision to issue the Shareholder Vote. On information and belief, in the days since the Shareholder Vote was issued, a number of other major shareholders have expressed support for it and the view that it was long overdue. 21 67. In light of the clear indication that the Director Defendants’ wrongful attempts to undermine the valid Shareholder Vote would continue, late on Friday, November 16, 2018, Plaintiffs filed this action seeking a declaratory judgment establishing that, as a result of the Plaintiffs’ Shareholder Vote, Defendants Brokaw, Slack, Krusen, and Eisner have been removed from the Company’s Board and replaced. Plaintiffs also sought judgment declaring all the actions the Defendants had taken to entrench themselves as null and void. F. The Director Defendants Attempt A Boardroom Coup. 68. On Saturday, November 17, 2018, the day after this action was filed, Defendant Slack noticed a Board meeting for Monday November 19, 2018 at 12:00p.m. (the “November 19 Meeting”). No agenda was provided for the meeting. When Mr. Trafelet requested a copy of the agenda for the meeting from Defendant Slack, his request was ignored. 69. At the November 19 Meeting, Defendant Slack (the former board chairman) delivered a pre-written script indicating that resolutions of the “ad hoc committee” concerning the Shareholder Vote would be forthcoming. Defendant Slack stated, without elaboration, that the ad hoc committee had determined that the Shareholder Vote contained “deficiencies” and was invalid, but had nevertheless decided to set a record date for the Shareholder Vote of November 28, 2018. Defendant Slack did not say what the supposed “deficiencies” were. That is because the ad hoc committee’s “evaluation” period, which resulted in a finding of supposed “deficiencies,” was nothing more than a cover to buy time for the Director Defendants to plan and attempt to execute their boardroom coup. 70. Defendant Slack then stated that a closed session of the Executive Committee of the Alico Board would be held, without Mr. Trafelet, the Company’s President, CEO, member of the Board, and the Chairman of the very Executive Committee that was moving into closed 22 session. Defendant Slack accomplished this by circulating a different dial-in number to all directors other than Mr. Trafelet, his counsel, and company counsel from Florida, the Trenam law firm. 71. Upon information and belief, while Mr. Trafelet and his counsel were excluded from the meeting, the discussion yielded an extensive and calculated attack on Mr. Trafelet. During the supposed Executive Committee session, the Alico Board passed resolutions purporting to commence the process to terminate Mr. Trafelet “for cause” from his positions as President and CEO of Alico. 72. The Director Defendants also appointed Defendant Fishman as Acting President, even though Defendant Fishman lacks Mr. Trafelet’s experience and expertise and has little knowledge about the day-to-day management of the Company and the issues it faces. In addition, Defendant Fishman has repeatedly demonstrated, in his capacity as a Board member, that he lacks any real decisionmaking authority and instead answers to the will of outsiders—an untenable position for an executive to be in. Defendant Fishman also lacks the relationships necessary (which Mr. Trafelet has) to move important Company projects forward, including an important water storage project where, through Mr. Trafelet’s efforts, the Company has partnered with the State of Florida to address the emergent need to protect the Caloosahatchee watershed from harmful Lake Okeechobee discharges. 73. In addition, Defendant Slack is now acting as the Company’s principal executive officer, even though Defendant Slack does not have the level of knowledge about the Company’s operations required of an executive in the position he now apparently occupies. 74. The Board’s resolutions firing Mr. Trafelet do not point to any specific wrongful actions taken by Mr. Trafelet that amount to “cause.” Those resolutions instead claim that Mr. 23 Trafelet’s “recent conduct” has amounted to wrongdoing. The “recent conduct” referenced is (i) Mr. Trafelet’s exercising his right, as controller of the majority of Alico’s shares, to take the Shareholder Vote, and (ii) Mr. Trafelet’s exercising his right to seek this Court’s intervention when Defendants started taking steps to disenfranchise the shareholders they serve. 75. Later the same day, November 19, 2018, at the direction of Defendants, Mr. Trafelet’s access to Alico systems and email was suspended. 76. Following the November 19, 2018 Meeting, Plaintiffs also received a letter attaching resolutions of the same date, pursuant to which the ad hoc committee “determined” that the Shareholder Vote “contain[ed] numerous deficiencies under the requirements set forth in the Bylaws” and declared the Shareholder Vote “null and void to the fullest extent.” The committee’s resolutions, however, did not articulate the “numerous deficiencies” it asserted were contained in the Shareholder Vote. The resolutions also confusingly rejected the Shareholder Vote but also set a record date of November 28, 2018 to determine which of Alico’s shareholders are eligible to consent to the Shareholder Vote. 77. On the same day the Director Defendants rejected the Shareholder Vote and purported to commence termination proceedings against Mr. Trafelet (i.e., November 19, 2018), the Director Defendants, acting through entities they control, delivered a “written consent” to Plaintiff 734 Agriculture purporting to remove it as Managing Member of 734 Investors and replace it with one of Defendant Fishman’s affiliates (the “Delaware Consent”). The Director Defendants’ ploy then became clear: (i) reject the Shareholder Vote, but set a record date any way; (ii) use their affiliated entities to vote Plaintiff 734 Agriculture out as Managing Member of 734 Investors via the Delaware Consent, thereby depriving it of the ability to vote 734 Investors’ 24 shares; and (iii) either withdraw the Shareholder Vote or allow the record date to arrive and reverse 734 Investors’ position. 78. One of the signatures on the Delaware Consent is dated November 16, 2018— prior to the date on which the Director Defendants rejected the Shareholder Vote and caused Alico to place Mr. Trafelet into termination proceedings, and possibly even prior to the time this lawsuit was filed. The other signatures were collected over the weekend leading into or on the date of the Director Defendants’ purported rejection of the Shareholder Vote—a strong indication that the Director Defendants orchestrated the Delaware Consent as part of their overall scheme to strip Plaintiffs of their voting rights and grab or retain power that does not belong to them. 79. In addition, on information and belief, when the Director Defendants solicited votes for the Delaware Consent, they shared non-public information about the Company with outsiders, in violation of the Director Defendants’ own resolution to prohibit officers and directors of the Company from doing so. In fact, signatories to the Delaware Consent who are outsiders of the Company somehow had access to the email attached as Exhibit A, which contained non-public information about the Company’s earnings potential. 80. As the foregoing shows, instead of limiting themselves to ministerial tasks and ensuring a smooth transition, as they should have, the Director Defendants instead embarked on a path to retaliate against Plaintiffs and deprive them of their rights. G. Plaintiffs Seek Judicial Intervention, Litigation Commences In Delaware, And Defendants’ Court Filings Finally Reveal Defendants’ Flimsy Justifications For Their Conduct. 81. On November 20, 2018, the day after the Director Defendants attempted their coup, Plaintiffs sought intervention from this Court in the form of an emergency motion for a 25 temporary restraining order or preliminary injunction seeking to preserve the status quo as of the time of the filing of the Verified Complaint on November 16, 2018. This Court scheduled an evidentiary hearing on Plaintiffs motion for November 27, 2018. 82. On the same date, November 20, 2018, Plaintiff 734 Agriculture filed an action in the Delaware Court of Chancery challenging the coordinated attack deployed by the Director Defendants to remove Plaintiff 734 Agriculture as Managing Member of 734 Investors. The Director Defendants also filed an action against Plaintiff 734 Agriculture and Mr. Trafelet in the Delaware Chancery Court, and the actions have been consolidated. 83. On November 27, 2018, the morning of the hearing before this Court on Plaintiffs’ motion for emergency relief, the four Director Defendants previously named, filed opposition papers which for the first time revealed some of the alleged four bases for their rejection of the Shareholder Vote. All are completely without merit and easily dispatched, demonstrating just how contrived Defendants’ justifications for their actions are. Specifically: (a) The ad hoc committee claims that the Shareholder Vote “was not preceded by a request, ‘without qualification’ for the Board to adopt a written consent record date, as required by Section 17.5(b) of the Bylaws.” But the cover letter to the Shareholder Vote expressly states that “[t]his letter constitutes, in accordance with Section 17.5 of Alico’s bylaws, the required request [to adopt a written consent record date] with respect thereto.” The cover letter also notes that there is no need to set a record date other than the date of the Shareholder Vote, and indeed Alico’s bylaws contain no such requirement. Apparently, Defendants are taking the position that Plaintiffs telling them what the Alico bylaws say somehow renders the Shareholder Vote invalid. 26 (b) The ad hoc committee also contends that the Shareholder Vote did not discuss certain aspects of Mr. Trafelet’s employment and option agreements with Alico. That is nonsense. The Shareholder Vote did disclose the existence of Mr. Trafelet’s employment and option agreements with Alico and describe those agreements generally. Those agreements are also available from Alico and are online for public viewing. There has been no suggestion that the Director Defendants lack access to the Internet. (c) The ad hoc committee further complains that the two new directors did not complete director questionnaires. But all that is required for the Shareholder Vote is that the shareholders provide “Nominee Information,” for “directors elected by written consent.” Alico Bylaws § 17.5(c)(iv). “Nominee Information,” in turn, expressly excludes director questionnaires. Id. § 17.2(c)(iii)(A)-(C). This complaint goes on to cite other bylaw provisions applicable to individuals nominated for election to the Board at an annual or special meeting of the shareholders, not to individuals elected by shareholder written consent. The Shareholder Vote did not nominate anyone to serve on the Board—it elected two new Board members. Id. § 17.5(c)(iv). (d) Finally, a decade ago, Joseph Schenk, one of the two new directors, was briefly CEO of a company that went bankrupt over a year after he left it. The ad hoc committee faults the Shareholder Vote for failing to disclose that Mr. Schenk served as that company’s CEO. The ad hoc committee apparently believes that the failure to disclose Mr. Shenk’s role ten years ago at a company that went bankrupt after his departure somehow violates Section 14(a) of the Exchange Act. That information is immaterial for purposes of Section 14(a) of the Exchange Act, which is presumably why another public company, for which Mr. Schenk serves as Chairman of the Board, does not disclose it. 27 84. Following the November 27, 2018 hearing, this Court denied Plaintiffs’ motion for a temporary restraining order or preliminary injunction without prejudice. CLAIMS FOR RELIEF Count I: Declaratory Judgment (against all Defendants) 85. Plaintiffs repeat each of the foregoing paragraphs as if fully incorporated herein. 86. There is an actual and justiciable controversy of sufficient immediacy between the parties, which have adverse legal interests, to warrant declaratory judgment. 87. Through the conduct outlined above, Defendant Alico, through the actions of the Director Defendants, has taken obvious steps to block a majority shareholder vote that has already occurred and retaliate against the shareholders who so voted. Defendants manufactured a new process to “evaluate” the Shareholder Vote, spending the Company’s time and resources to delay and obstruct the Shareholder Vote. Defendants then purported to reject the Shareholder Vote, while at the same time setting a record date they were simultaneously taking steps in Delaware to undermine. At the same time, Defendant Alico started a process to terminate Mr. Trafelet as Alico’s CEO without any basis, as retribution for actions he took in his capacity as majority shareholder. Florida corporations, and their directors, are prohibited from seeking to disenfranchise a company’s shareholders and from retaliating against them for exercising their voting rights. 88. Absent immediate intervention by the Court, Defendants will continue to claim authority they lack and continue their campaign to entrench their seats on Alico’s Board, thereby disenfranchising Plaintiffs’ statutory rights as shareholders of a Florida corporation. 89. By reason of the foregoing, Plaintiffs request, pursuant to Florida Statute § 86.011, that the Court adjudge, declare and decree that (i) the Shareholder Vote is valid and 28 binding; (ii) the resolutions passed at the November 12 Meeting are null and void; (iii) the resolutions passed at the November 19 Meeting are null and void; and (iv) Defendants are no longer members of Alico’s Board. Count II: Tortious Interference with Contract (against the Director Defendants) 90. Plaintiffs repeat paragraphs 1 through 84 as if fully incorporated herein. 91. Plaintiff 734 Agriculture is the Managing Member of 734 Investors pursuant to the Amended and Restated Limited Liability Company Operating Agreement of 734 Investors, LLC (the “LLC Agreement”). Plaintiff 734 Agriculture is a party to the LLC Agreement. 92. The Director Defendants are not party to the LLC Agreement, but are affiliated with entities that are parties to the LLC Agreement. The Director Defendants therefore have knowledge of the LLC Agreement. The Director Defendants also have knowledge of Plaintiff 734 Agriculture’s rights under the LLC Agreement, including its right to vote 734 Investor’s shares of Alico. That right has been discussed by the Director Defendants and Mr. Trafelet on numerous occasions, and the Director Defendants have repeatedly acknowledged 734 Agriculture’s control of Alico shares in Alico’s proxy statements. 93. The Director Defendants control certain passive Members of 734 Investors. The Director Defendants have, with malicious intent, caused the Members under their control to make knowingly false accusations against Plaintiff 734 Agriculture, and to use those false accusations to remove Plaintiff 734 Agriculture from its position as Managing Member of 734 Investors. The Director Defendants have caused the Members under their control to take these actions without any good faith basis. The Director Defendants have thereby caused those Members to breach the LLC Agreement by falsely claiming that grounds to remove Plaintiff 734 Agriculture as 734 Investors’ Managing Member existed when in fact the Director Defendants 29 knew they did not. The Director Defendants’ tortious conduct has deprived Plaintiff 734 Agriculture of its bargained-for right to serve as 734 Investors’ Managing Member. 94. The Director Defendants have also induced other passive Members of 734 Investors to join the effort to remove Plaintiff 734 Agriculture from its bargained-for position as 734 Investors’ Managing Member. On information and belief, the Director Defendants shared non-public information about the Company with these other passive Members of 734 Investors in violation of their own resolution prohibiting such sharing. On information and belief, the Director Defendants have, with malicious intent, intentionally shared false information about Plaintiff 734 Agriculture with other Members of 734 Investors, in order to induce those Members to join the Director Defendants’ affiliates’ breach of the LLC Agreement. On information and belief, the Director Defendants accomplished this by falsely claiming that grounds to remove Plaintiff 734 Agriculture as 734 Investors’ Managing Member existed when in fact the Director Defendants knew they did not. 95. All of the Director Defendants actions in response to the Shareholder Vote, including their campaign to cause or induce others to remove Plaintiff 734 Agriculture as Managing Member of 734 Investors, were done knowingly, without justification, and with malicious intent. The Director Defendants intentionally procured the breach of the LLC Agreement with the aim of interfering with Plaintiff 734 Agriculture’s rights under the LLC Agreement. The Director Defendants interference with Plaintiff 734 Agriculture’s rights under the LLC Agreement was essential to their overall plan to entrench themselves on the Board or, in the case of Defendant Fishman, to make a power grab. 96. The Director Defendants cannot explain why they are causing or inducing others (including 734 Investors Members under their control) to breach the LLC Agreement in an effort 30 to take away 734 Agriculture’s negotiated-for rights under that agreement. Mr. Trafelet’s stewardship of Alico, including through the Alico 2.0 Modernization Program, has resulted in a more than 20% increase in Alico’s share price and a significant increase in the earnings potential of the Company, which is information the Director Defendants are intentionally withholding from investors. The Director Defendants therefore cannot possibly offer a financial explanation for their conduct, and do not attempt to do so. Instead, they offer contrived reasons to justify their tortious interference that are underpinned by falsehoods the Director Defendants crafted after they were removed by the Shareholder Vote. 97. The Director Defendants’ decision to cause or induce others to act upon reckless and offensive falsehoods and deprive Plaintiff 734 Agriculture of its rights under the LLC Agreement has caused damage to Plaintiff 734 Agriculture, including without limitation damages in the form of legal fees and other expenses incurred by Plaintiff 734 Agriculture to combat its unlawful removal from 734 Investors. PRAYER FOR RELIEF WHEREFORE, Plaintiffs pray for judgment as follows: 1. Adjudging, declaring and decreeing that (i) the Shareholder Vote is valid and binding; (ii) the resolutions passed at the November 12 Meeting are null and void; (iii) the resolutions passed at the November 19 Meeting are null and void; and (iv) Defendants Slack, Brokaw, Krusen, and Eisner are no longer members of the Alico Board. 2. Enjoining Defendant Alico and the Director Defendants from enforcing or otherwise putting into effect the resolutions passed at the November 12 Meeting and the November 19 Meeting. 31 3. Enjoining Defendants Slack, Brokaw, Krusen, and Eisner from sitting on the Alico Board. 4. Awarding Plaintiffs their liabilities, attorneys’ fees (including fees incurred in connection with this litigation and fees incurred prior to this litigation as a result of Defendants’ obstructive conduct), costs and other expenses; 5. Awarding Plaintiff 734 Agriculture actual, compensatory and punitive damages as a result of the Director Defendants’ tortious interference with the LLC Agreement; and 6. Granting Plaintiffs such other and further relief as the Court deems just and proper. Dated: December 6, 2018 AKERMAN LLP /s/ Jason L. Margolin Irene A. Bassel Frick, Esq. Florida Bar Number: 0158739 Primary Email: Irene.Frick@akerman.com Jason L. Margolin, Esq. Florida Bar Number: 69881 Primary Email: jason.margolin@akerman.com 401 E. Jackson St., Suite 1700 Tampa, FL 33602 Phone: 813.223.7333 Fax: 813.223.2837 and Brian P. Miller, Esq. Florida Bar No. 0980633 Primary Email: Brian.Miller@akerman.com Three Brickell City Centre 98 SE 7th Street, Suite 1100 Miami, FL 33130 Phone: 305.374.5600 Fax: 305.374.5095 Attorneys for Plaintiffs 32 AND ALLEN & OVERY LLP /s/ Jacob S. Pultman Jacob S. Pultman, Esq. Admitted Pro Hac Vice Primary Email: Jacob.Pultman@AllenOvery.com Justin L. Ormand, Esq. Admitted Pro Hac Vice Primary Email: Justin.Ormand@AllenOvery.com 1221 Avenue of the Americas New York, NY 10020 Phone: 212.610.6300 Fax: 212.610.6399 Attorneys for Plaintiffs CERTIFICATE OF SERVICE I HEREBY CERTIFY that a copy of the foregoing has been furnished by electronic mail to William J. Schifino, Jr., Esquire, David M. Wells, Esquire, John A. Schifino, Esquire, Giovanni P. Giarratana, Esquire, Gunster, Yoakley & Stewart, P.A., emails: wschifino@gunster.com, dwells@gunster.com, jschifino@gunster.com, ggiarratana@gunster.com, cwarder@gunster.com, dculmer@gunster.com, and adavis@gunster.com, this 6th day of December, 2018. /s/ Jason L. Margolin Attorney 33 VERIFICATION BY REMY W. TRAFELET Under penalties of perjury, I declare that I have read the foregoing veri?ed complaint, and the facts alleged are true, to the best of my knowledge and belief. 734 AGRICULTURE, LLC, DELTA OFFSHORE MASTER FUND 11, LTD., RCF 2014 LEGACY LLC, and REMY W. TRAFELET By: ill, We: lM l\ 1' Remy W. Trafelet, individually, as Manager of 734 Agriculture, LLC, as Managing Member of Delta Offshore Master II, Ltd., and as Managing Member of RCF 2014 Legacy LLC STATE OF NEW YORK COUNTY OF NEW YORK ss: The foregoing veri?ed complaint was acknowledged before me this 6th day of December, 2018, by Remy Trafelet, individually, as Manager of 734 Agriculture, LLC, as Managing Member of Delta Offshore Master II, Ltd., and as Managing Member of RCF 2014 Legacy LLC, who is personally known to me or has produced the following identi?cation: New ems i 9. . Notary Public, State of New York My Commission Expires: 3 1,02}? From: Remy Trafelet   Date: November 10, 2018 at 7:20:28 AM EST  To: "(Henry) Hank Slack" , George Brokaw  , Andy Krusen , Eisner  , "Fishman, Ben" , Joseph  Sambuco   Cc: Remy Trafelet   Subject: Friday's Meeting  Dear Hank, George, Andy, Greg, Ben and Joe,  The process delivered yesterday was not the process anyone would choose except out of necessity. It is  unfortunate that experience and individuals’ emotions demanded it. I am truly sorry for the effects it  may have had on our personal relationships.  Understanding that emotions were very charged at today’s meeting and that I was unable to finish my  presentation I would like give you the following:  Rationale   Alico’s current board and governance structure is not appropriate for a $250mm market cap company.   The current board could be argued to have only one truly independent director causing influence and decisions that are not always in the best interest of the company.   It makes no sense for a company of this size to have a Chairman, Vice Chairman and Executive Committee.   Alico 2.0 has restructured the company over the last two years from the bottom up.  Addressing the Governance and Board of the company is long overdue.  I have spoken with everyone on the board and many numerous times about these structure and governance issues.  I felt it was my duty to the company and the shareholders to act now rather than to continue the governance and structure discussions indefinitely.  Both current and potential investors have voiced explicit concerns about this structure.  The structure and governance potentially impedes getting a proper valuation on the stock. Timing   The company is about to embark on its first real interaction with potential investors, conferences and analyst coverage.  It is in the company’s best interest that 734 Investors does an orderly and controlled distribution of its holdings.  734 Investors is scheduled to liquidate 12 months from now in November of 2019. 1 Exhibit A to Verified Amended Complaint  The company does not have the luxury of an extended discussion/debate of the implementation  of board and governance changes.   It is crucial for the company to be in the best position possible and have as high a stock price as  possible to effect an orderly liquidation of 734.   An orderly liquidation of 734 is very important to the company b/c the alternative would put  extreme pressure on its equity cost of capital for a very extended period of time.  New Board   Shrinking the board from 7 members to 5 members makes sense for several reasons.   It is more cost effective and efficient.   It is more appropriate for a micro‐cap company.   This smaller board will be much more active, nimble and strategic and the market  should react favorably to these changes.   Truly independent members can be put in place while removing superfluous positions and  committees.   The new board members are both of impeccable credentials and truly independent.  Strategic Advisory Committee   Established to create a positive transition for board members   Create an official group for management to access for advice and counsel   Have a positive market impact as the governance and structure portion of Alico 2.0 was  executed.  My Position   I am the largest shareholder of Alico.   I gain nothing personally from board/governance changes except for increasing the likelihood of  a proper equity valuation. The company reaps the same benefits by significantly reducing its  cost of capital.   Many decisions have been made in restructuring this company that were not popular with  everyone. Good decisions rarely are. Many of the Alico 2.0 decisions were difficult and  unpopular but proved to be in the best interest of the company.   All decisions and operations have been based on increasing the company’s ROCE. Increasing the  numerator of that ratio through efficiencies and cost cutting and reducing the denominator by  disposing of unearning assets. This is what creates value for businesses.  Operations   The company spent more than two years with a management team that was unable and  unwilling to execute a consolidation plan as well further sinking the company into sub‐par  returns.   I identified these management issues and lead the board to terminate that manager and  restructure the company.   For almost 2 years, the company has been restructured under the Alico 2.0 program.   Given the devasting impacts of Hurricane Irma the company would have been in a dire situation  if Alico 2.0 hadn’t been started and begun implementation 10 months prior to the storm.   Due to Alico 2.0 the company’s stock was actually flat following losing over $100mm to Irma.   All aspects of the company have been attacked and made efficient as possible except the  governance and board structure.   Alico Citrus is now poised to have a high likelihood of returning to pre‐Hurricane Irma  production levels in 2020.   Cost savings are now expected to be more than $20mm   Return on Capital Employed is expected to grow to over 15% from 4‐6%. In fact, when cash is  included ROCE should exceeded 22% when balance sheet cash is included   Equity Valuation   As Alico 2.0 continues the company is poised to make $3.98/share in 2020 on 7.9mm boxes  without the Water Deal which would add $0.80‐0.90 of incremental EPS.  2  When the Alico deal was first announced in December of 2014 the consolidation of the  businesses was expected to make $3.13/share on 10mm boxes   Due to what has so far been accomplished with Alico 2.0 and the continuation of the asset  disposal program the company is currently trading at 4.7x 2020 EV/EBITDA and 9x 2020 EPS with  an NAV of $60.  There is more to do   The company’s debt needs to be restructured as it is mismatched with the company’s asset  base.   There are significant contract negotiations upcoming that need to be addressed in the coming  months and quarters.   Alico’s cost of equity capital could be viewed as costing 50% which needs to be rectified through  a diligent and thorough capital markets strategy.   The company has mining and natural resources that have significantly more value than initially  believed.   The company will have a very significant cash position accumulated over the next couple years  demanding thoughtful capital structure discussions and decisions.  There is the opportunity to make this company substantially more valuable and, while not guaranteed, it  is on the path to getting there. Corporate infighting and diversions will reduce and could possibly  eliminate that possibility to the detriment of the shareholders and the company itself.  I am available and ready to speak with any of you in greater detail on the above issues or any others,  Remy  3 November 11, 2018 Alice Corporation 10070 Daniels Interstate Court Suite 100 Fort Meyers, FL 33913 Attn: John E. Kiernan Executive Vice President, Chief Financial Of?cer and Corporate Secretary Sent by email ldrAtin at The undersigned record holders of 56% of the outstanding shares of common stock of Alice, Inc. (?Alice") have today taken certain actions by written consent without a meeting pursuant to Section 607.0704 of the Florida Business Corporation Act. The action by written consent is attached. We also attach supplemental information pursuant to Section 17.5 ofAlico's bylaws. The record date for the action by written consent shall be today, November 1 l, 20} 8, unless another record date is timely set by the Alice board of directors in accordance with Alice?s bylaws. This letter constitutes, in accordance with Section 17.5 of Alice?s bylaws, the required request with respect thereto. However, given that we do not intend to solicit consents from any other shareholder, and do not require consents from any other shareholder to take the attached action by written consent, setting a different record date would serve no purpose. Very truly yours, 734 INVESTORS, LLC By: 734 Agriculture, LLC Its: Managing Member By: uni-W Name: Remy W. Trafelet Title: Manager DELTA OFFSHORE MASTER ll, LTD By: Trafelet Brokaw Capital Management, L. P. By: Name: Remy W. Trafelet Title: Mia/?37 1 Exhibit to Verified Amended Complaint REF 2014 LEGACY .LLC Namer?'emy W. Traf?i'et . 11m: WW Remy W, Tmfelet? "Yam: ACTION BY WRITTEN CONSENT OF THE MAJORITY SHAREHOLDERS OF ALICO, INC., A FLORIDA CORPORATION, TAKEN WITHOUT A MEETING November 1 1, 2013 The undersigned (the Majority Shareholders), being the holders of the majority of issued and outstanding capital stock of Alice, Inc., a Florida corporation (the Corporation), acting by written consent without a meeting pursuant to Section 607.0?04 of the Florida Business Corporation Act (the FBCA), adopt the following resolutions and direct that this Written Consent be ?led with the minutes of the shareholders of the Corporation: WHEREAS, the Majority Shareholders desire to remove George R. Brokaw, Henry R. Slack, W. Andrew Krusen, Jr. and R. Greg Eisner as members of the Board of Directors of the Corporation (the Board), without cause; WHEREAS, the Majority Shareholders desire to amend the Amended and Restated Bylaws of the Corporation to repeal any provision of the Amended and Restated Bylaws of the Corporation in effect immediately prior to the time this Action becomes effective that was not included in the Bylaws that became effective on January 25, 2013, for the number of members of the Board at five, require the vote of a majority of the shareholders of the corporation in order to amend the bylaw provision ?xing the number of directors and to provide that vacancies on the Board created as a result of the removal of members of the Board by the shareholders of the Corporation may only be ?lled by a majority vote of the shareholders of the Corporation; and WHEREAS, the Majority Shareholders desire to elect Joseph Schenk and John Gregorits as members of the Board. IT IS NOW, THEREFORE RESOLVED, that any provision of the Amended and Restated Bylaws of the Corporation immediately prior to the time this action becomes effective that was not included in the Bylaws that became effective on January 25, 2013 and were ?led with the SEC on that same date is hereby repealed; RESOLVED, that George R. Brokaw, Henry R. Slack, W. Andrew Krusen, Jr. and R. Greg Eisner be, and each hereby is, removed as a member of the Board; RESOLVED, that Joseph Schenk and John Gregorits be, and each hereby is, appointed and elected as a member of the Board, to serve in such capacity until his or her successor has been elected and quali?ed or until his earlier death, removal or resignation; RESOLVED, drat Article of the Amended and Restated Bylaws of the Corporation be and hereby is amended to delete such Article in its entirety and to replace such Article with the following: ?Number, Election and Duties of Directors; Vacancies in Board. The management of the business and affairs of the Company shall be vested in a Board of Directors consisting of ?ve directors, which shall have all of the powers possessed by the Company itself, so far as this designation of authority is not inconsistent with the laws of the state of Florida, the Articles of Incorporation, or some other express provision of these Bylaws. The number of Directors may be increased or decreased from time to time by amendment of the Bylaws only by the vote of "a majority of consistent with the limitations provided in the Articles of incorporation, but no decrease shall have the effect [if-shortening the term of any incumbent-director. Ateach annual meeting of the stockholders, the stockholdersshall elect Directors to. hold office until't'he. next Succeeding annual meetingor until their respective-successors shall be elected and of Directors shall designate and appoint-one of its members as Chairman of'the Board, and may'ljut shall not he reached to deSign'ate one of its members as Vice Chairinan of the Board-who shall" act as Chairman in the absence ef'the Chairrnan.- The stockholders._at any special meeting. may remove from of?ce-any Director of'the Company and may ?ll the-vacancy caused by such removal.- Any recancy Meaning in the Board of Directors because of death, resignation increase in the number of directors or otherwise,- may be ?lled by the af?nna'tiae vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. Any- vacancy occurring in the Board of Directors because of removal shall be ?lled only by the af?rmative vote of a majority of the stockholders of the Compaey. Any Director elected to ?ll a vacancy shall be elected, for the u??neirpireri termot' his'z'her predecessor 1n officer? RESOLVED, that each director and officer of the Corporation (each, an Authorized Signatory) is- hereby authorized, directed and empowered for and on behalf of} and in the name of the Corporation, to do or cause to be done all such other acts and things as they may deem necessary or- desirable In order to carry out. and effectuate fully the purposes of the foregoing resolutions; and RESOLVED, that this consent shall. be ?led with the minutes of the proceedings of the shareholders of the Corporation. . [Remainder intentionally left blank-.] this ??tten consentefthe Majority Shareholders of the Cerporatidn'is hereby Executed-and delivered as of the-date??ret writte? above. LLC '134- Agriculture, LLC Its: Managing Member By; WW Name: Remy W. TrafeIEt Title: Manager DELTA .OFFSHORE MASTER By: 'Trafelet Brokaw Capital Management, LP. By: 50'! Tri- Name: Remy W. Trafelet Title: RCF 20.14 LEGACY 1.1.0 By: .KOU .731 W. Nmnez'Remy W. Trafelet' Title: 1,951. MM Remy 'Trafelet SUPPLEMENTAL PURSUANT 17.5 OF BYLAWS As part of the previously announced Alice 2 .0 Mode1n1zatio11 Pr?ogt a111, action has been taken to reorganiZe and re? size the. Board of Directors (the ?Board?) of Alice .Inc. (?Alico?). 11311111111111.1115 LLC, 11111111111111- 11111111111 liability company 211121 Legacy LLC 1.111111 Offshore Master 11? Ltd. and Remy W. Trafelet :together with 734 investors RCF 201.4 Legacy and Delta Offshore Master II, Ltd. the ?Proponents s? ?w ?u_sI have. acted. by written consent {the? Action by Written C_o__11sent?) 1n.lie11 of a special meeting of shar?eholders to take the following. actions (each, an' ?A_ction? and collectively the ?Actions )1 Action 1: To repeal any proviSion of. the Amended and Restated Bylaws of Alice (the? Bsylaw to effect immediately prior to the time this Action becomes effective that was not included 111 the Bylaws that became; effective. on. 25; 28013, and were fled with the SEC. on that. same date (the ?Bylaw Restoration Action? or ?action Action To remove without canse four member's of Alice. 'Board George Brokaw Henry R. Slack W. Andrew K1usen1-Jr and Greg Eisner, and any person elected or appointed to fill any vacancy on the Alice Board or any newly?created directorships prior to. the effective date- of this Action [other than the persons elected by the Actions) (the ?Removal Action or ?Action moon 3: To-anien?d Article of the Bylaws as set forth in the Action by Written. consent to make it elear- that the-Alice Board is not. permitted to ?ll' any vacancies on the Alice-Board resulting from a removal of directors by the shareholders, and-that any such vacancies shall be filled 11111311131 the shareholders (the"?Vacanc35 Bylaw Amendment Action or ?Action Action-'4: To amend Article of the Bylaws as Set: forth inithe Action by'Written Ccinsentt to fix thenumber of . directors serving on the Alice Board at .tivetthe ?Authorized Director Aetion? or ?1111111114111. Action 5: To elect Joseph. A. Schenk and John Gregorits (the ?New Directors as directors to fill' the. ton vacancies on the Alice Board resulting from the Removal Action (the ?Election of Directors Action? o1 ?Action The effectiveness; 111* each Actionjis _?COnditioned upon the effectiveness of the other Actions. The Actions are more ful 1y describedbeiow?under ?Action by Written Consent.? The description of the Actions isq'naii?ed in its entirety by reference to'the' full text of the Action by Written .e11closed.'herewith1. Pursuant to Section 607.0104" of the Florida Business I'Corporati'on Act unless otherwise provided in a 3' articles of. incorporation; action required. or permitted by the BCA to be taken at an annual or special meeting of shareholders 111a}r be taken. without a meeting, 111111111111 prior notion, and without a vote if the action. is taken by the holders of outstanding. Stock of- each voting group entitled to vote thereon having not iess tl1aI1'1theIr11ini111um number of votes with respect to each voting group that would be. necessary to authorize or take such action at-Ia meeting :at which all voting _grhups and shares entitled to vote tl1ereon were .?p'resentand' voted. In .o'r'der to be. effective the action must be evidenced by-"one or' more written consents des'eribingthe actiontaken, dated and the requisite number of votes of each voting groupentitledi to. vote thereon, and .deliveredto the corporation.? Under 11111111111111.1111, such action is; effective upon deliver-3'1 of the requisite nomb'e'r of Written consents. In. accordance with the Bylaws ofthe Actionsi'requires the af?nnative vote of'a majority in interest of the issued and outstanding shares-ofcommcn stock otiAlico entitled to? vote. I i i I 0126445100110001 11111329333131 1" On Novemb'el .1 1, 20 1 3, the Proponents, as the record. holders "of? 56% of the Outstanding shares- of Alic-o common stock, par value $1 00 per share (?Common Stock?), signed and delivered t0 A1 we the Action by Written Consent pursuant t'o Section 607 0704 01 the FBCA. The record date tor the Action by Written Consent is today, unless istilnely 'set by the Alico Board 1n accordance with . Alice?s Bylaws: Given t,l-1at we do not intend to. solicit consents from. anyoth'er'sbarebolder, and do not'require consents from any other shareholder to take the Actions setting a different record date would serve no purpose. Since there 1's no solicitation of proxies, there Is no cost of solicitation to be borne 1n connection with the Actions Accordingly, the delivery to Alice. on November] 1, 2013' of the requisite. written consentscaused the-Action by Written Consent, including the to-AliCo?s? BylaWs, tosb'ecoine effective 0'11 that date; Under the Alice is required to. provide; prompt notice tothe. shareholders Consent by the effectiveness of. theAc't'i'on by Written Consent is not conditioned upon the delivery of-such notice, and no information. statement. under Regulation 1412-. of .the?Exchange Act is required in connection therewith. AND NEW DIRECTORS The -of-_eacl1. ofthe,,Prop:one11ts is, 41111 Park Avenue, 17111 Floor, New Yorh,1New York, 10022. Thepri'neipal business address .of each of the new Directors is-?disclosed inthe- section by Written Consent?Action .51 El action of Directors.? I The followrn table, sets. forth each Proponen't?s bene?cial ownership (within the meaning of Rule.13d-3 of the Securities Exchange Act. of 1934, as. amended) of AliCo Common Stock as of, October Name Shares-Bene?cially Owned Percent of Class Sole Voting Power: - 1. 3'34 Investor's Aggregate Amount: 42.97511601 Shared Voting Power-1 3 20.0, 4115? i Sole Disposit-iVe Poorer: Shared Dispositivle-Power: .0- "Shared Voting Power: .-0- Sole Disposnive Power-I; Shared Disabsitive Power: .Sole Voting Power: 2-. Remy w. Trafelet 1231, 673*? Aggreggtg Amount: 57,359,129 '_Sha_red_ Voting Po wer: "3,548,397?5" Sole Disp'ositive. Power: 123,573?) "Shared Dis s5oositive Power: 3 5'43 397*. 1.312644510000001 NYi3293'631i3..7' 2 (1) includes 20, I000 shares of Alice Common Stool; owned by. George R. Brokaw.- on November 19 2013-, Mr, I Brokaw entered into a Designee Agreement with 7.34 Investors, L-LC, pursuant to which Mr. Brokaw agreed to vote such _20, 000 shares as directed by 73.4 Investors, LLC. The Designee- Agreement also restricts Mr. Brokaw s- ability to. sell such 20', 000 shares except pro' rate with sales by "1'34 Investors, LLC. 2) The percentage of. shares of Alice cemmen Stock was calculated using a denominator of '7 447,723 shares of. Common Steels based on 8,199,952 shares of Common Stock outStanding' as of August 31, 2018 (as neported 111 Alice 5 Tender Offer Statement on schedule? TO filed with the SEC on September 5, 211131111111qu the 752, 234 shares of common Stock accepted. for 1epurchaSe- purSuant to Alico" issuer tender offer (reported 1n Amendment N11, 3 to Alice 3 Tender Offer Statement. on Schedule TD ?led With the; SEC {111 October 9, 2018J, at" these shares. of-Common Stock-'are'held- b?jy' RCF 2014 Legacy liability" company "of which Mr. Trafelet-isthe sole'own'er'. (4) 1312001405 {1111111311. shares of Common 'Stack'may-be deemed'ta be bene?'ciaily 01111114111 Mr: 'Trafslef solely in his capacity as one of two controlling persons of- 734 Agricttiture, LLC. Also includes 3.47, 992 shares heicl' 111 accounts (including, accounts) of which Mr. Trafelet may be considered to be the indirect bene?cial came by virtue of his position with 'Trafelet Brokaw Capital Management, L. P. which managessuc11 accounts Trafelet 35- (3011111111131, LLC serves. as the general partner of TBCM, Mr. Trafeiet is. the managing member of TC. 27.0, 880 shares of Common Stock are held directly- by Delta Offshore Master ll The description of beneficial outnershipabove is quali?ed-in reference to? the Schedu1e 13131-111134 Investors and 'Mr. Trafelet- tiled with the Seourities- and Exchange Commission on Nottem'b'er 29, 2013, as amended on December .3, 2014, Januarsr 16, 2015, March 3, 2015, March. 3.0, 20.15, August 27,. 2015 and. October 12,2013 (the. ?734' schedule 1313?). Neither of or indirec?y, any-shares-of-Alico Common. Stock. DISCLOSABLE INTERESTS The Pre'p'onehts are the record holders of approximately 56% of the outstanding shares of Alice Is Common -Stoc',k and possess the voting power 'to. control _the election of Alice directors and. any other matter requiring the af?rmative vote. .or. consent of Alice shareholders. By virtue of such ownership, the Proponents. are able to elect all of the directors of Alice and, consequently, control A'lico. 734 Agriculture is. the sole managing member 'of 734 Investors. who is a director of 'Aiico, is a. member and the sole- manager of 734 Agriculture.- Services Agreement On January 1, TBCM entered into a shared -'serviees-agre'ement with .TBCM, under which provides shared -'office space: and; various administrat'iveand support services to Alico. 111 20.18,. the agreement was renewed through December annual cost of the, of?ce-and services is approximately $61 8.01.10; E111ptoy1113111 Agreement On Dacember 31, 2016, Alico entered into an employment agreement with Mr. Trafelet, as President and Chief MExeCutiVe- Of?cer of Alice. The 'Em'pioyment Agreement provides for _an annual base salary of $400, .000 {112544511111111111'1 mvrsaassma'r 3 (subject 'to increase by the Board) and an initial stock option grant 1113111131111 options providing for: 25%- of the options to- vest if the price of AIico 3 common stock during- a consecutive 20-trading dayr period exceeds $60; - (Iii) 25%. of the options to vest' if' such price ex-ceeds' $75; 25% of the options to vest if such I-pIrice exceeds $90; and (11025911 of the options to vest if such price exceeds $105 11" the applicable stock pi ice hurdles have not been achieved as of the. conclusion of the applicable. measurement. period (as de?ned in the Employment A?greemen'tj, then any unvested options are. subject to forfeiture The Option Grants become vested 'to the extent. that the: applicable stock price hurdles are satis?ed in connection- with a change in control of Allen The Employment Agreement also'pi'ovides' for cash severance in an amount equai to 24 1111111111311er Trafelet. 5 annual base salaryI, if Mr. Tratelet employment is terminated by Alice without? cause? or Mr Traielet resigns- with ?good reason (as each such term is de?ned in the Employment Agreement); The Employment Agreement includes various restrictive covenants in favor of Alice The Employment Agreement of' Mr, Trafelet is. ?led as Exhibit 10.2- to Ali'co?s Currenti'Report on' Form 'SLK?led with the SEC on January-4,2017, and. is incorporated hereinby reference, Indemnpfiearion Agremnents Alice has entered into Indemnification Agreements with each of its of?cers and Dimer-tors including Mr. Trafelet? (each, an ?Indemni?ed Party Pursuant to the terms 'of the agreements, Alico- agreed to indemnify each Indemni?ed Party to the fullest extent permitted by applicable law, against all expenses, judgments and fines incurred. 111 connection with any legal proceeding brought -__a'gainst an Indemni?ed Party by reason of" the. _fact that 1?16of?cer or Director of AliCo or by reason of any action- taken by him or her While acting 'on" behalf Alico also agreed to maintain directors and So'f?cei's? liability insurance policies at existing-I coverage levels for as 10th as an indemni?ed Party' Continues to serve as an officer or Director of Alice. and for a period .of' six years thereafter. -N0ngnaii?ed Optione?igreeinenrs' Pursuant to a Nong?uali?ed. Option Agreement. dated as of December. 31, 2016, by and between Mr Trafelet= and the Company-,I issued under Alice 5 Stock. Incentive Plan of 201 5 (the ?December 201 6 Option Agreement on December 3'12'I,016IMr'TrafeIEt was- granted stock option to purchase 3,00 000 shares of Common Stock of" the _Issuer atlzan exercise price :of $27.15 per share. (the "?DeCember 2016 Options Pursuant to a Non-quali?ed Option Agreement dated as 'of'S'eptember' 7-, 20.18, by'an'd between.Mr. under Alice?s Stock lncentive?Pian (if-2015. 1'3 Option Agreement-?I?- and together with the-December 20.16'Opti'on Agreement, the ?Option AgreementST?}, On September 4, 2018,- Mr. Trafelet was granted-a stock option to purchase 210,000. shares of?Common Stock ofthe' Issuer at an exercise price per-share (the ?September-20.1 8 Options?). The December 2016 Options and the September 2018 Opticins vest {subject to. terms- "01 the Option Agreements- as to _the respective 'teiim of' the option, continued employment and acceleiated. vesting) only if certain respective specit' ed trading price thresholds for the 'Aiico Common Stock are' achieved -over a consecutive 20- -day trading period within the respective term of the opti on The speci?c trading price th'resholds, vesting5chedules and other termso't? the'fDec'ember .201'6'thio'ns and sept'emb'er'201'8 Options are the Option Agreeinents?led- as Exhibit "3 and' Exhibit 4I'to the 73.4 Schedule. are incorporated heroin by reference. Afargtii Loan-1111131 Robe Ag'iFirinnc-e 0'11 Noyember 15, 32013, ?1'34 'lnvestois entered into amargin loan agreement with Rabo- AgriFinancet Inc,, as lender, which-originally provided- for. a $35 million revolving-loan facility-(the The- mat'gin loan is secured-by all of 734 Investors? personal property, including the. shares of Common Stock 4 acquired by 734' Investors in the SharePurchajse. If 73'4 Investors defauits on its obligations under the margin _]oa'n lender can declare all-amounts outstanding underthe margin loan agreement, with accrued interest, '-imme_diIately due and pledged Common-Smelter chause 734 Agriculture to' declare a capital call-on behalf ctr-5131 1111111511111. As disclosed' In the 734 Schedule 13D, the Credit Agreement was subsequently amended th?rough a series of amendments to. reduce 'the overall commitment to- $20 million, change the interest rate to. the one-month LIBDR rate plus 2,55%; and extend the maturity date to November 1, 201 9, among. other ame11dm'ents-. The description of the Ciedit' Agreement and the margin loan thereunder is quali?ed. in. it's entirety by reference to the Credit Agreement as amended ?led as Exhibit to the 734 Schedule 13,0 and Exhibits 5., 6' 7, and" 8- to Amendment No 6 to the 734 Schedule 13D. ACT-ION BY CONSENT ACTION RESTORATION- ?011 November 11, .2018, the record holders-of. 56% of the outstanding shares-ofAlico Common Stock have signed; and'delivered to Alico the Action'by Written'Consent to take. the. fo'llowmg Actions: Action 11:11:. repeal any provision of th?eAlico Bylaws in: effect immediately prior to thestime this. Action becomes effectivesthatWas not included in th'e-Bylatvs that- lat-mante- effective on anIua'ry 25,1201 3, and were ?led Wit-1111113. SEC on that . same date. 'The Proponents have taken the Bylaw Restoration Action to ensure that the Board has not effected any changes to the version of the. Bylaws ?led by Alice with the SEC on January 25,- 2013. To the knowledge of the Proponents,- there has been no amendment .or modi?cation of the Byi'aws made after January 25, 2013. If the Board has not made any changes" to the Bylaws prior to the. effectiveness. of the shareholder action 'by 1v1i'tten consent, the Bylaw Restoration Action will have no effect. ?However, if the- incumbent Board makes or. has made changes to the Bylaws, the By'iaw' Keator'atiort Action will restore the Alien Bylaws to the Bylaws effective January 25, 2013, without giving eftect to any changes the incumbent Board may. ?have. 'adopted. The Bylaw Resitotfation Action 'will not preclude the. reconstituted Board, following the effectiveness of the Actions, from recons1derln any repealed Bylaws.- .Acrton 2 a Ramov'anor DIRECTORS- ActiOn 2-: To remove. without. cause,- four members of Alice?s. Board, George R. Brokaw, Henry R. Slack, W. and R. Greg'IEisner, an'dany person elected to-fill any vacancy on the?Board or any '1'1ewly-create'd- directorships prior to the effective date ofthisActIiIon(other than the persons elected by the Actions). of thefBCA provides that the-shareholders may remove. one or .more director's with-or without cause unless the-article's of incorporationpr'ovide that direCtorsm'ay be" removed only for.'cause'. Alico?sarticlesi 'of incorporation ?do not include such limitation on removal of'directors.A1ic'o Bylaws provide that the 'sharel1olde1s at any special meeting or through an action by written consent, may remove from oft1cean3 director of Alice and may ?ll the vacancy caused by such removal. 14113293113131 5 ACTION 3 ?vacancy AMENDMENT IAction'3; To amend Article of-theBylaws as set forth in the Action by- Wtitten Consent to make it'clear that the Board .is not permittedto till any vacancies on the Boardres'ulting from a-removal .of directors by? the shareholders; and that anysuch vacancies shall be ?lled only by the Section 6'07. 0809 of the FBCA provides that whenever a vacancy occurs on a board of. directors, it may be- ?lled by the af?nnative vote of a majority of the. remaining directors o1- by the shareholders unless the articles of incorporation provide otherwise. Alico articles of. incorporation do not include such limitation on the Board 1" Il1ngI vacancies. Prior to the Actions, the A-lico Bylaws provided that the any special meeting or in an action. by written consent may. remove from of?ce. an)r director of Alice and may hit the vacancy cattsed by such removal This Action 3 amends Article of the Bylaws to make. it. clear that the Board to not permitted to ?ll any vacancies on the: Board resulting from a removal of dit'ectols by the shareholders and that any such vacancies. shall be ?lled only by the Shareholders. ACTIONA AUTHORIZED Action 4: To amend Article of the-Bylaws- as set forth in-the Written Consent. to' fix the number of directors. serving on. the ?Board at five. Article of the Bylaws-Iprovidesthat the nutn bet' at director's-may 'be.'increa'Sed or decreased tram time-to time by amendment of the Bylaws Following the Removal Action and the Election Action this. Action will ensure that the five remaining directors constitute the entire hoard. Accordingly, the Authorized Director Action amends the Bylaws 111 order to; the number .of,directo1.s serving on the Board at five. The Proponents believe that .a seven. memhei board 1s too large for the size of Alice and. that the Board should be ?xed at '?ve members ACTION '5 - ELECTION OF Action 5; Elect osephA. 'Schenk- and John Gregorits as directors .to fill the two vacancies on the Board resulting from the Removal Action. The Board is currently composed of seven directors. in ascordance 'with the Removal George Brokaw, Henry R. Slack; W. Andrew Krusen, Jr. and R. GregEis?tter :are being removed as members of the Board. In accordance with Action 4' the number. of. directors serving on the Alice Board was ?xed .at ?ve. New Directors, M1: schenk and Mr. Gregorit's are being elected to 11111113 t'w'o vacancies. on the Board resulting from the removal of directors pursuant Action and the fixing of the number of authorized directtirs at five- putsuant 'to' 'the? Authorized Directoi Action. The "biographies of'each 01? like New Directors-below contains; information. as of the date of this information skills, experience-and qualifications that led to the conclusion? that?su'eh. p'ers'on as one of Alico?sdirectors. New- Age Directors. asepna. '59 Alice Board Committees, (practised): Schenk 1-1 Audit Committee 6- Compensation Committee Nominating :and Gooernance Committee 11126445110010.1101 1111;329:1531 at a Other Public-Company Boards: Current I Gain Capital Holdings Inc. Former (PaSr Five Years) HudSon' Valley H.0lding. Corp. Mr. Schenk currently serves as Senior Advisor- for Westaim' Corp, a Canadian investment firm. Prior tofjoining Westaim, from October 2012- to Mareh 2016, Mr. Schenk Worked with Thejcarlyle Group as Senior Adviser. Prior 111. that, from April 200910 July 2012-, Mr. Schenk served-as Chief Executive Of?cer of First, New York Securities, LLC, 1111110 strategy asset manager. From April 2003 to April 2009, Mr. Sohe'nk served 'ae'Chief Executive-Officer a. boutique investment bank. From 1988' to 1995 and from 199710 2093, Mr. Schenk served as Chief Financial Officer at Jefferie'stroup, 'Inc., a multinational fnlIl~service investment bank. From 1995 to 1997, Mr. Schenk Served as Chief Financiai Officer .of' Tel-Save Holdings, Inc. (now Talk America Holdings, is a certi?ed public: accountant (inactive) and received-a BS in Accounting utnnIla C11111 Lande} from the University- of Detroit; Mr. Schenk, tl1e ChiefFinancial- Officer of-Jefferies, has-both financial expertise and ?nancial markets experience, which make him well quali?ed to serve on'th'e Alico Board. I The business address of Mr.I.S_cl1e1_1k 15 do Westaim Group, 405 Lexington Ave., New York, NY 10174 .l ohn' Grego'rits 64 Alien Board. Committees (proposed): Audit. Committee. '11 Compensation Committee Mr. Gregor-its has recently retired from his 'poSition as head of the. Specialized Funds Group at Prude'ntiai Real Estate InveSto'rs (FRED, the real estate investment management business of] Prudential Financial. PREI- has been investing on behalf of institutional clients since 1970 and has gross assets unde1 management of over $60 'lJilliJon Mrt.Greg01its was responsible for htghel -retu1?n1ng funds, totaling over $1.0 billion in gross. assets. He served on PREI's US Executive Committee. and investment Committee. Before' joining PREI in. October, 1,993 Gregorits managed a variety of multi-billion dollar. equity and debt portfolios on behalf of Prudential. Financial's General Account, and has extenSiveI experience in portfolio. management, development, IacquiSitions, sales, leasing, and joint venture management; His 3.6 years of experience includes serving on a variety of industry associations as well as the. Board of Directors of several p1 lvately held compani'e?s- including Ridge Property Trust Lillibridge Heaithcare Trust, Bluespace, Redstone, Westport, Paci?c Castle, Clarett Colonnade, Fountaing'len, Intergronp, CRIC, Keating, Black Mountain, CSG and Potomac. Mr.- Gregorits holds a BA Economics and from Duke. University and an MA 1n Organizational Behav1orI ?fom Fairleigh Dickinson, nvzsassemsr 1 The New Directors will not-receive-?any compensation from theProponents or their af?liates for their-services as directors Df?tlitm. [The New Directors will be entitled to suchieompensation from-Alicoras; is-eon'sistent'with Alicois practices for services-of directors. _Eac'h ot?the New-Dire'etors'has agreed to being named as a new director and has confirmed-his 'or'he'r willingness to serve on the-Board.- REASONS FOR TAKINGTHE ACTIONS The aim of a smaller, reconstituted Board is to identify and execute on opportunities to improve operating performance of Alice and enhance shareholder value. The Proponents believe the Board was composed of Capable distinguished directors that served 111 good.faiti1.A number of the directors .l1owever were deisignee's of 'or otherwise. .af?iiated with other shareholders of Alice, which complicated the Board?s functioning. as. cohesive board of directors We have. elected two new highly quali?ed di1ec'tors Mr. Schenk and Mr Gregoritsa- with. valuable and relevant business and ?nancial experience who We believe will bring a fresh perspective to the Alien Board and working together with the existing three directors, Messrs Trafelet Fishtnan and Samhueo, co1'1Stitute a. Board that from a- size and composition. perspective is designed to manage. effectively a company of the _scaIe- of Aii'co The Proponents believe a smaller reconstituted Board provides an effective governance framework for the Board to. act- decisively and 11111111111111: to- drive sustainable vah'1e- creation at Alice. 3