Exhibit 99.1
March 6, 2024
JCP Investment Partnership, LP
1177 West Loop South, Suite 1320
Houston, TX 77027
| Attn: | James C. Pappas |
| Email: | jcp@jcpinv.com |
22NW, LP
590 1st Ave. S, Unit C1
Seattle, WA 98104
| Attn: | Aron R. English |
| Email: | english@englishcap.com |
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
| Attn: | Ryan Nebel Rebecca Van Derlaske |
| Email: | rnebel@olshanlaw.com rvanderlaske@olshanlaw.com |
Re: Amendment to Letter Agreement
Dear Messrs. Pappas and English:
Reference is hereby made to the letter agreement (the “letter agreement”), dated November 7, 2023, by and among Farmer Bros. Co. (the “Company”), JCP Investment Partnership, LP (collectively with JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC and James C. Pappas, “JCP”), 22NW, LP (collectively with 22NW Fund, LP, 22NW Fund GP, LLC, 22NW GP, Inc., Aron R. English, "22NW") and Bryson O. Hirai-Hadley. In accordance with Section 9 of the letter agreement, the parties to the letter agreement hereby modify the letter agreement by deleting Section 2(ii) thereof in its entirety. Other than as modified hereby, the letter agreement will continue in effect and terminate in accordance with its terms.
[Remainder of page intentionally left blank; signature pages follow.]
IN WITNESS WHEREOF, the undersigned has duly executed this amendment to the letter agreement as of the date first written above.
| COMPANY: | |||
| FARMER BROS. CO. | |||
| By: | /s/ John E. Moore, III | ||
| Name: | John E. Moore, III | ||
| Title: | Chief Executive Officer | ||
| Address for Notices to the Company: | |
| Farmer Bros. Co. | |
| 1912 Farmer Brothers Drive | |
| Northlake, TX 76262 | |
| Attn: General Counsel | |
| Email: LegalDepartment@farmerbros.com |
Signature Page to Amendment to Letter Agreement
IN WITNESS WHEREOF, the undersigned has duly executed this amendment to the letter agreement as of the date first written above.
| JCP: | |
/s/ James C. Pappas | |
| James C. Pappas, individually and on behalf of JCP Investment Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC and JCP Investment Management, LLC, in his appropriate capacity for each entity |
| Address for Notices to JCP: | |
| 1177 West Loop South, Suite 1320 | |
| Houston, TX 77027 | |
| Attn: James C. Pappas | |
| Email: jcp@jcpinv.com |
Signature Page to Amendment to Letter Agreement
IN WITNESS WHEREOF, the undersigned has duly executed this amendment to the letter agreement as of the date first written above.
| 22NW: | |
/s/ Aron R. English | |
| Aron R. English, individually and on behalf of 22NW, LP, 22NW Fund, LP, 22NW Fund GP, LLC and 22NW GP, Inc., in his appropriate capacity for each entity |
| Address for Notices to 22NW: | |
| 590 1st Ave. S, Unit C1 | |
| Seattle, WA 98104 | |
| Attn: Aron R. English | |
| Email: english@englishcap.com |
Signature Page to Amendment to Letter Agreement
IN WITNESS WHEREOF, the undersigned has duly executed this amendment to the letter agreement as of the date first written above.
/s/ Bryson O. Hirai-Hadley | |
| Bryson O. Hirai-Hadley |
Signature Page to Amendment to Letter Agreement