Royal Hawaiian Orchards, L.P. (OTCMKTS:NNUTU) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Definitive Terms of Settlement Agreement with the Olson
Trust

On February14, 2017, Royal Hawaiian Orchards, L.P., a Delaware
limited partnership (the Registrant), entered into a settlement
agreement (the Settlement Agreement) with Edmund C. Olson as
Trustee for the EDMUND C. OLSON TRUST No. 2 dated August 21, 1985
(the Olson Trust) with respect to the lawsuit filed by the Olson
Trust (as lessor) against the Registrant (as lessee) on
January22, 2015, seeking declaratory judgment that the Registrant
had breached the terms of two orchard leases (the GreenshoeI and
II Leases).

to the terms of the Settlement Agreement, each of the Greenshoe I
and II Leases, as well as a third lease between the Parties not
in dispute (the Kau Orchard 2000 Lease, and, collectively with
the Greenshoe I and II Leases, the Leases), will be terminated.
In conjunction with the termination of the Leases, the Olson
Trust will convey all of its interests in the land and orchards
subject to the GreenshoeI Lease to the Partnership, with the
result being that the Partnership will own the land under its
trees on that property. The parties will split ownership of the
land and orchards subject to the GreenshoeII and Kau Orchard 2000
Lease, such that each party will own a portion of the land and
the trees on the land previously subject to the Leases. Under the
Leases, the Partnership owned the trees and leased the land, and
the Olson Trust owned the land but not the trees. The parties
have also agreed to partition certain land so that the
Partnership will obtain ownership of the land (currently leased)
under its garage, husking, drying and office facilities.
Additionally, after partitioning another parcel, the Partnership
will convey to the Olson Trust its interest in approximately 30
acres of land and trees in the Partnerships IASCO orchards along
with the Partnerships rights and obligations to sell the nut
production from that acreage to Mauna Loa. The parties have
agreed to deliver the necessary lease terminations and deeds and
assignments to convey the land and orchards to an escrow account
by March31, 2017, for recording by the escrow agent. The parties
have further agreed to use their best efforts to partition the
two parcels by June30, 2017. The actual timing of the exchange of
land and orchards will depend on factors, such as title
commitments and government approvals of the partitions, which may
not be within the control of the parties.

Upon completion of the transactions contemplated by the
Settlement Agreement, the Partnership will gain ownership of 653
acres of land, which includes 382 acres of trees and the land
underlying its garage, husking, drying and office facilities. The
Partnership will have relinquished 515 acres of leased land (the
lease for 423 acres of which was scheduled to expire in 2034 and
92 acres of which was scheduled to expire in 2045), including 348
acres of trees, and 30 acres of owned land, including 24 acres of
trees. Under the terms of the Settlement Agreement, each of the
parties has released all claims against the other related to the
lawsuit and the Leases, other than those associated with
enforcing the Settlement Agreement. Additionally, the parties
have agreed to file a joint stipulation to dismiss the lawsuit
with prejudice within the next ten days.

The foregoing description of the Agreement is qualified in its
entirety by the terms of the Second Amendment, a copy of which is
attached hereto as Exhibit10.1 and is incorporated herein
by reference.

About Royal Hawaiian Orchards, L.P. (OTCMKTS:NNUTU)

Royal Hawaiian Orchards, L.P. is a producer, marketer and distributor of macadamia nut-based products. The Company operates in two segments: orchards and branded products. The orchards segment includes the Company’s orchard, farming and processing operations. The branded products segment includes the development, manufacture and sale of branded products and the sale of processed kernel. The Company is a macadamia nut farmer in Hawaii, farming approximately 5,379 tree acres of orchards that it owns or leases in over two locations on the island of Hawaii, including over 641 tree acres that it owns and leases to another party. It also farms approximately 427 tree acres of macadamia orchards in Hawaii for other orchard owners. The Company sells its products to national, regional and independent grocery and drug store chains, as well as mass merchandisers, club stores and other retail channels. It also sells bulk kernel to nut brokers and companies using the kernel in their products.

Royal Hawaiian Orchards, L.P. (OTCMKTS:NNUTU) Recent Trading Information

Royal Hawaiian Orchards, L.P. (OTCMKTS:NNUTU) closed its last trading session 00.00 at 2.78 with 3,375 shares trading hands.