EX-10.15 2 a1015sharedservicescontrac.htm EXHIBIT 10.15
EXECUTION VERSION
SHARED SERVICES AGREEMENT BY AND BETWEEN
ALICO, INC. AND
TRAFELET BROKAW CAPITAL MANAGEMENT, L.P.
June 1, 2015

THIS SHARED SERVICES AGREEMENT (this "Agreement ") is made and entered into as of this 1st day of June, 2015 by and between ALICO , INC., a corporation organized under the laws of the State of Florida (on beha l f of itself and its affiliates and subsid i aries, hereinafter jointl y referred to as "Purchaser "), and TRAFELET BROKAW CAPITAL MANAGEMENT , L.P., a limited liabilit y partnership organized under the laws of the State of Delaware ("Supplier").
RECITALS
WHEREAS, Purchaser requires certain functions and administrative services in New York Cit y, including in connection with Purchaser 's office of the Chairman, Chief Financial Officer and certain Board and other meetings;
WHEREAS, Purchaser has requested that Supplier provide such Services (as hereinafter defined) on an at-cost basis;
WHEREAS , the intent and purpose of this Agreement is that Purchaser shall at all times obtain the Services at a cost equal to or less than Purchaser w ould be able to obtain equivalent services on an arm's-length basis from a third party; and
WHEREAS, because Supplier is controlled b y affiliates of Purchaser, the transactions contemplated herein ha v e been approved by the Audit Committee of the Board of Directors of Purchaser (the "Audit Committee").
NOW, THEREFORE, in consideration of the foregoing premises and the mutual co v enants hereinafter set forth, the parties agree as follows:
ARTICLE I
SERVICES PROVIDED
1.Description of Services. Subject to all the terms and conditions hereof , during the term of this Agreement , Supplier shall provide or cause to be provided to Purchaser and its subsidiaries the following functional categories of ser v ices:

(a) | Shared Office Services. Supplier shall provide Purchaser with, and Purchaser shall purchase from Supplier, a license to use and occup y a portion of Supplier's office space located at 410 Park Avenue, 17th Floor (or such other space as is mutually agreed b y the parties hereto, the "Shared Office") (the "Shared Office Services''.);

(b) | Administrative Support. Supplier shall provide Purchaser with, and Purchaser shall purchase from Supplier, such other services as are attendant to the Shared Office Services, including reception, secretarial ser v ices and related facilities services, as requested b y Purchaser.

The above described ser v ices and products are referred to hereinafter, collecti v el y, as the "Ser v ices."

2.Warranty Disclaimer. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, SUPPLIER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES IMPLIED BY LAW OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE , REGARDING THIS AGREEMENT, THE PERFORMANCE OF THE SERVICES CONTEMPLATED BY THIS AGREEMENT OR ANY TANGIBLE PROPERTY DELIVERED BY SUPPLIER PURSUANT TO THIS AGREEMENT.
3.Limitation of Liability. Subject to Section 1.2, neither party shall be liable to the other or to any other person or entity for (a) any damages of any kind or nature (including compensatory damages) arising out of any act or omission of a party or an y person or entity acting on behalf of a party attributable to or arising in connection with the Services, whether negligent or otherwise, except for such damages attributable to a party 's fraud, bad faith, gross negligence or willful misconduct or (b) any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such liability with respect to a third-party claim).
4.Information. The Purchaser shall make available to Supplier any and all information which Supp l ier shall reasonably deem necessary in order to perform the Services hereunder.
ARTICLE II COMPENSATION
1.Fees.
(a)General Shared Service Fees. In consideration of the Services, during the Initial Term of this Agreement , Purchaser will pay Supplier an amount equa l to Supplier's actual costs of providing the Services as a base shared services fee. Such base shared services fee shall include internal allocations, as determined by Supplier in consultation with Purchaser , and a prorated portion of any rent, utilities, telecommunications , phone, information technology infrastructure and support, leasehold improvements, property taxes, office supplies and similar payments actually paid by Supplier in respect of the Shared Office determined by multiplying the amounts paid by Supplier by the percentage of the Shared Office used by Purchaser. For example, if Supplier in consultation with Purchaser allocates 30% of all head-count in any specific department to Purchaser in any year, and the total cost to Supplier for such department is $100,000 in such year, then the Purchaser will be invoiced $30,000 for the related services in such year. All such expenses and payments shall be fully supported with reasonable documentation and copies of all such documentation shall be provided to Purchaser upon Purchaser's reasonable request to the extent required to support such expenses and payments.
(b)On or before December 1 of each year of the Term of this Agreement, Supplier and Purchaser shall jointly agree on an estimate of Supplier's fees for each functional category of Service set forth in Section 1.1(b) to be provided pursuant this Agreement for Purchaser 's next fiscal year; provided , that to the extent such fees cannot be determined, as to such unknown fees, Supplier shall set out the basis on which they shall be charged . It is understood and agreed that all fees charged to Purchaser for any particular month shall be no greater than Supplier's actual costs of
pro v iding such Services dur i ng s u ch month, as determined pursuant to Section 2.1(a). Attached as Annex A is an es t imate of such costs, on a monthl y basis, during the period beginning on June 1 and ending on December 31, 2015 .
2.In v oice and Payment Procedures. Purchaser shall pa y Supplier all fees described herein for Services hereunder b y means of wire transfer of immediately available funds transfer from Purchaser 's account to Supplier's designated account. Supplier shall pro v ide Purchaser w ith a written invoice of charges for such fees and out-of-pocket and pre-paid e x penses (unless such expenses are alread y included in the rele v ant fees) on a monthl y basis. Purchaser shall pa y each such in v oice within thirt y (30) da y s of receipt. In the event of any dispute bet w een Supplier and Purchaser over the amounts due for Services rendered, such disputed amounts shall, upon resolution of th e dispute, be credited to or debited from

Purchaser 's account against future pa y ments for Ser v ices or paid in cash after termination of this Agreement.
3.Purchaser Audit Rights. As reasonab l y requested by Purchaser (not to exceed once per y ear) and at Purchaser 's sole expense, Purchaser or its independent auditor ma y reasonabl y audit Supplier's charges or performance under this Agreement. Purchaser w ill coordinate an y such audits w ith Supplier and compl y with Supplier's re a sonable policies and procedures regardin g access to and use of confidential information.
4.Certification to Audit Committee. Once each y ear during the Term of this Agreement, Purchaser 's management shall certify to the Audit Committee that the Ser v ices are being provided b y Supplier at cost. Supplier shall reasonabl y cooperate with and pro v ide information, upon Pu r chaser's reasonable req u est, to assist Purchaser 's management in making such certification .
ARTICLE III
TERM AND TERMINATIO N
1.Term. This Agreement shall take effect retroacti v e from January 1, 2015 and wi ll continue in force for an initial period of one (1) y ear from June 1, 2015 ("Initial Term"), subject to earlier termination as provided in Section 3.2 hereof, and thereafter , this Agreement will be automaticall y renewed for additional periods of one (1) y ear each ("Additional Term(s)").
2.Termination . This Agreement or an entire functional categor y of Se rv ices ma y be terminated in accordance with the following provisions (Purchaser will have no right to terminate an y Ser v ices w ithin a specific functional categor y of Ser v ices):
(a)Either part y hereto may terminate this Agreement at an y time upon the occurrence of an event of bankruptc y with respect to the other part y;
(b)E ither part y ma y terminate this Agreement , or a particular functional categor y of Services b y giving notice in writing to the other party in the event the other party i s in mater i al breach of this Agreement and has failed to cure such breach within nine ty (90) calendar da y s of receipt of written notice thereof from the other party ; provided , that, to the extent such material breach relates to a specific Service or specific Ser v ices, this A greement ma y onl y be terminated w ith respect to such Service or Services;

(c)This Agreement , any Service or functional category of Services may be terminated by the mutual written consent of the parties, which mutual consent may terminate this Agreement in its entirety or terminate this Agreement in part by terminating a specific functional category of Services; or
(d)Purchaser may terminate any or all of the functional categories of Services, described in Section 1.1(b), and only such services, on written notice to Supplier. The Section 1.1(b) Services that are the subject of such notice shall be terminated as of the last day of the calendar month in which notice is given; provided , that if notice is given after the fifteenth (15th) day of a calendar month, the Service shall terminate on the last day of the calendar month following the month in which notice is given. In the event such termination would result in a breach by Supplier of a third party obligation, the parties agree to use commercially reasonable efforts to resolve or prevent the breach in a manner which will allow the Purchaser to proceed with termination of the Service.
3.Rights and Obligations on Termination. In the event of termination of this Agreement or a particular functional category of Services for any reason, the parties will have the following rights and obligations:
(a)Termination will not release either party from the obligation to make payment of all amounts then or thereafter due and owing for Services already provided; and
(b)The obligations hereunder which by their terms or clear intent extend beyond termination of this Agreement shall survive termination of this Agreement.
ARTICLE IV RELATIONSHIP
4.1 General. Nothing contained in this Agreement shall be construed to give either party the power to direct or control the day-to-day activities of the other party, nor to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. In fulfilling its obligations under this Agreement, Supplier will be acting as an independent contractor.
ARTICLE V MISCELLANEOUS
5.1 Notices. All notices and other communications to be given to any party hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or five (5) days after being mailed by certified or registered mail, return receipt requested , with appropriate postage prepaid, or when received in the form of a facsimile or email transmission and shall be directed to the address set forth below (or at such other address or facsimile number as such party shall designate by like notice):
As to Supplier: Trafelet Brokaw Capital Management, L.P.
410 Park Avenue, 17th Floor New York, NY 10022
Attention:
Remy Trafelet
Fax No: 212-201-7801

As to Purchaser Alico, Inc.
10070 Daniels Interstate Court, Suite 100 Fort Myers, FL 33913
Attention:
Clayton G. Wilson
Fax No: 239-226 -2004
5.2 Entire Agreement; Amendments; Assignment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement ma y not be modified, amended, rescinded, canceled or waived, in w hole or in part, except b y a written instrument duly executed by the parties hereto. Neither part y shall voluntaril y or in v oluntaril y assign its rights or obligations under this Agreement w ithout the prior w ritten appro v al of the other part y. An y such prohibited assignment will be null and void.
5.3 Counterparts. This Agreement may be executed simultaneousl y in t w o (2) or more counterparts, and each such counterpart will be deemed an original hereof, but all such counterparts together will constitute one and the same instrument.
5.4 Wai v er. No failure or dela y by either party to take an y action or assert an y right or remedy hereunder or to enforce strict compliance with any pro v ision hereof will be deemed to be a waiver of, or estopped with respect to, such right, remed y or noncompliance in the event of the continuation or repetition of the circumstances giving rise to such right, remedy or noncompliance. No wai v er will be effective unless given in a dul y executed written instrument.
5.5 Se v erability. In the event that an y of the terms or provisions of this Agreement are in conflict with any rule of law or statutor y provision or otherwise unenforceable under the laws or regulations of an y government or subdi v ision thereof having jurisdiction o v er this agreement , such terms or provisions will be deemed stricken from this Agreement to the extent necessar y to avoid such conflict, but such in v alidity or unenforceability will not in v alidate any of the other terms or pro v isions of this agreement and the remainder of such terms or pro v isions and the remainder of this Agreement will continue in full force and effect, unless the invalidit y or unenforceabil i t y of any such provisions hereof does substantial v iolence to, or where the in v alid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Agreement.
5.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement express or implied shall gi v e or be construed to gi v e to an y Person, other than the Parties and their permitted successors and assigns, an y legal or equitable rights hereunder , whether as third-part y beneficiaries or otherwise.
5.7 Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of New York, United States of America, without regard to its principles of conflicts of la w (except to the extent that the internal affairs doctrine or other requirements of statute or case law requires the application of the la w s of the country or jurisdiction of organization of an y entity).

IN W ITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their
authorized representatives effective as of the date first above written.
ALICO INC. TRAFELET BROKAW CAPITAL MANAGEMENT, L.P.
By: /s/ Clayton G. Wilson By: /s/ Andrew Loggia
Its: Chief Executive Officer Its: Chief Financial Officer

Annex A

2015 OFFICE COSTS FOR TRAFELET BROKAW BASED ON SQUARE FOOTAGE USAGE
O ff ice Costs | Monthly Cost | Total Annual Cost
Rent and Electricity | 35,806 | 429,672
Amortized Improvements | 5,137 | 61,640
Commercial Rent Tax | 1,396 | 16,757
Technology and Support | 4,500 | 54,000
Supplies and Miscellaneous | 2,790 | 33,480
Le tter of Credit | 1,250 | 15,000
Total Monthly Office Cost | 50,879 | 610,549
Square feet of office | 6,072 | 6,072
Co st per Sq foot | 8.38 | 100.55
ALICO ALLOCATION FOR SHARED SERVICES
Square Footage Allocation | 2,429 |
Total Monthly Office Cost | 20,352
Staff Support |
50% Ad min cost (l00K/yr) | 8,333
Receptionist | 0
Analyst | 4,167
Total Per Month Alico | 32,852
Total For Quarter Alico | 98,555