exhibit991

AGREEMENT REGARDING CONVERSION

This AGREEMENT

REGARDING CONVERSION (this “Agreement”)

is made and entered

into as

February 25, 2025,

among

Cal-Maine

Foods,

Inc.,

Delaware

corporation

(the

“Company”),

DLNL,

LLC, a

Delaware limited

liability company

(“Daughters’

LLC”), and

each member

of Daughters’

LLC (each

a “Member” and, collectively with Daughters’ LLC, the “Stockholder Parties”).

RECITALS

WHEREAS, Daughters’ LLC was formed to

invest in shares

of Class A Common Stock, par

value

$0.01 per

share (“Class A

Shares”), and

of Common

Stock, par

value $0.01

per share

(“Common

Shares”), of the Company;

WHEREAS, effective as of July 20, 2018, the

initial owners of membership interests in Daughters’

LLC entered into the Limited

Liability Company Operating Agreement for Daughters’ LLC (the “Existing

Daughters’ LLC Operating

Agreement”);

WHEREAS, the Company’s issued and

outstanding capital stock consists of:

(a) Common Shares,

which are

publicly traded

on the

NASDAQ stock

exchange under

the symbol

“CALM,” and

(b) Class A

Shares, which are privately held and not publicly traded, but are convertible

on a share-for-share basis into

Common Shares

at any

time at

the option

of the

holder

thereof and

automatically

convert into

Common

under

certain

circumstances

set

forth

the

Company’s

existing

Second Amended

and

Restated

Certificate of Incorporation,

as amended (the

“Current Charter”), including

upon transfer to

persons other

than Immediate Family Members or Permitted Transferees as defined in the Current Charter;

WHEREAS, pursuant

to the

Current Charter,

except as

required by

law or

the Current

Charter, (a) the

Common Shares and Class A

Common Shares vote together as a class, with

the holders of Common Shares

having one

vote per

share and

the holders

of Class A Shares

having ten

votes per

share on

all matters

which such shares

are entitled

to vote, and

(b) except for

such conversion and

voting rights,

the Common

Shares and Class A Shares have substantially similar rights, powers and privileges;

WHEREAS,

Daughters’ LLC

the

record

owner

(a) 4,800,000 Class A

Shares,

representing

100% of the outstanding Class A Shares, and (b) 1,087,956 Common Shares;

WHEREAS,

the

Class A

currently

represent

over

50%

the

total

voting

power

the

outstanding

the

Company

the

election

directors

and

matters

other

than

the

election

directors, and the Company is

a “controlled company” pursuant to

the rules of the NASDAQ

Stock Market;

WHEREAS, the Members

(and/or their respective

predecessors-in-interest) formed Daughters’

LLC

and entered into the

Existing Daughters’ LLC Operating Agreement to permit the Members

(together with

their

Permitted Transferees,

defined in

the

Current

Charter)

continue

own and

retain,

directly

indirectly, Common

Shares and

Class A Shares sufficient

to maintain

control of

the Company,

in order

provide for the long-term, stable and consistent ownership and governance of the Company;

WHEREAS, the Members have

expressed to the Company’s

Board of Directors (the

“Board”) that

the

Members

are

potentially

interested

diversifying

their

respective

financial

portfolios,

including

the

potential sale of all or a portion

of the Common Shares owned by Daughters’

LLC and the Common Shares

underlying the Class A Shares owned by Daughters’

LLC (the “Potential Portfolio Diversification”);

WHEREAS, Adolphus B. Baker, the Company’s Chairman

of the Board, is the

Managing Member

of Daughters’ LLC, and the other Members of Daughters’

LLC are Mr. Baker’s wife and her three sisters;

WHEREAS, because

Mr. Baker has

an interest

in the

matters provided

for in

this Agreement, the

Board

has

authorized

hoc

committee

(the

“Special

Committee”),

consisting

solely

disinterested

Independent Directors

(as defined

in Section 3.1),

to consider

what corporate

actions, if

any, should

be taken

to address the impact of the Potential Portfolio Diversification on the Company and its stockholders;

WHEREAS, the Special Committee considered and determined, among other

things, that it is in the

best interests of

the Company and

its stockholders for

the Company to

facilitate the sale

of shares (including

Common Shares underlying

the Class A

Common Stock) and

manage the loss

of controlled company

status,

in each case, in an orderly manner in compliance with legal requirements;

WHEREAS, on February 24, 2025,

the Special Committee

unanimously recommended to

the Board

that the Company, the Members and Daughters’

LLC enter into this Agreement to implement the following

corporate actions

to address

the impact

of the

Potential Portfolio

Diversification on

the Company

and its

stockholders:

(a) amending and

restating the

Current Charter,

(b) amending and

restating the

Company’s

Bylaws (the “Bylaws”), and (c) effective

upon the conversion by

Daughters’

LLC of all Class A

Shares into

Common Shares,

granting to

the Members

certain rights

to cause

the sale

or transfer

of Common

owned by Daughters’

LLC or such Members to be registered under the Securities Act of 1933, as amended

(the “Securities Act”), in accordance with the registration rights set

forth in Exhibit A, in each case,

on the

terms and subject to the conditions set forth herein; and

WHEREAS, on February 25, 2025, the Board of Directors of the Company (taking into account the

recommendation of the Special

Committee) approved the Company’s

execution of this Agreement and the

actions

and

the

Company’s

performance

the

transactions

contemplated

hereby,

which

approval

was

unanimous, with the sole

exception being that Adolphus B. Baker

recused himself with respect

to the vote

to approve the execution of this Agreement;

NOW, THEREFORE, in consideration of the foregoing

and the mutual representations, warranties,

covenants and agreements set forth in this Agreement, the parties agree as follows:

ARTICLE I

MODIFICATIONS TO THE COMPANY’S ORGANI

ATIONAL DOCUMENTS

1.1

Restated Charter

(a)

The

Board

has

approved

(i) the

Third

Amended

and

Restated

Certificate

Incorporation

the

Company

substantially

the

form

attached

this

Agreement

Exhibit B

(the

“Restated

Charter”),

and

(ii) the

submission

the

Restated

Charter

Daughters’ LLC

for

approval

majority

written

consent

stockholders

accordance

with

the

Current

Charter

and

Section 228

the

Delaware General Corporation Law (the “DGCL”).

(b)

Promptly following

the execution

and delivery

of this Agreement,

Daughters’ LLC

agrees to execute and deliver

to the Company the majority

written consent of stockholders substantially

the form attached to

this Agreement

as Exhibit C (the “Majority

Written Consent”), which Majority

Written

Consent,

upon

execution

and

delivery

Daughters’ LLC,

would

constitute

stockholder

approval

the

Restated Charter in compliance with Section 242(b) of the DGCL.

(c)

The

Company

shall

use

commercially

reasonable

efforts

obtain

amendment,

consent or

waiver from

the requisite

lenders under

the Company’s

Amended and

Restated Credit

Agreement,

dated as of May 26, 2023, such that the Class A Conversion (as defined in Section 2.1(a)) will not result in

a “change of control” within the meaning of such credit agreement (the “Credit Agreement

Amendment”).

(d)

As soon

as practicable

following (i) the

execution and

delivery by

Daughters’ LLC

of the Majority Written Consent, (ii) the

satisfaction by the Company of

applicable notice and information

statement

requirements

under

the

DGCL

and

the

Securities

Exchange

Act

1934,

amended

(the

“Exchange Act”),

and

(iii) the

execution

and

delivery

the

requisite

lenders

the

Credit Agreement

Amendment,

the

Company

shall

file

the

Restated

Charter

with

the

Secretary

State

the

State

Delaware, to

become effective

promptly after

filing in

accordance with

the DGCL,

subject to

the Board’s

ability,

prior

the

effectiveness

the

Restated

Charter,

accordance

with

DGCL

Section 242(c),

abandon the Restated

Charter without further

action by the

Company’s stockholders if

the Board determines

that

doing

the

best

interests

the

Company

and

its

stockholders.

The

date

and

time

such

effectiveness shall be referred to herein as the “Restated Charter Effective Date.”

1.2

Restated Bylaws.

The Board has approved the Amended and Restated Bylaws substantially

in the form attached to this Agreement as Exhibit D (the “Restated Bylaws”), which shall become

effective

upon the Restated Charter Effective Date.

ARTICLE II

REGISTRATION RIGHTS UPON CONVERSION OF ALL CLASS A SHARES

2.1

Conversion of All Class A

Shares into Common Shares.

The Stockholder Parties agree

that

any

conversion

Class A

shall

made

accordance

with

the

provisions

this

Agreement, including the following covenants:

(a)

Daughters’

LLC

converts

any

Class A

into

Common

Shares,

shall

simultaneously

convert

all

(but

not

less

than

all)

outstanding

Class A

into

Common

accordance

with

the

terms

the

Class A Shares

(the

“Class A Conversion”).

The

effective

date

the

Class A Conversion is referred to in this

Agreement as the “Class A Conversion Date.”

(b)

Daughters’

LLC shall not

convert any Class A

Shares prior to

(i) the Restated Charter

Effective Date

or (ii) the

date that

the Company

obtains the

Credit Agreement Amendment, whichever

later.

(c)

The Members acknowledge

and agree that,

in order to

exercise any registration

rights

under this Agreement

or to

offer or

sell any

Common Shares

in a

registered offering

under the

Securities

Act, Daughters’ LLC must have first converted all outstanding Class A

Shares into Common Shares.

2.2

Amendment

and

Restatement

of the

Limited

Liability Company

Operating Agreement

for

Daughters’ LLC.

Immediately

following the

execution

and delivery

of this

Agreement, Daughters’

LLC

and each of the Members

shall execute and deliver the Amended and Restated

Limited Liability Company

Operating Agreement for Daughters’

LLC substantially in the form attached to this

Agreement as Exhibit E

(the

“Daughters’

LLC

Amendment”).

Daughters’

LLC

and

the

Members

agree

that,

following

the

effectiveness

the

Daughters’ LLC Amendment,

the

Daughters’ LLC Agreement

shall

not

revoked,

terminated, amended,

modified or

supplemented without

the prior

written consent

of the

Special Committee.

2.3

Takedowns of Subject Shares from Resale Shelf Registration Statement.

(a)

The term “Subject Shares” means, for each Member:

(i)

the

Common

listed

opposite

such

Member’s

name

Table I

Schedule 2

under

the

heading

titled

“Total

Economic

Beneficial

Ownership

Common

Shares”; and

(ii)

the

Common

listed

opposite

such

Member’s

name

Table II

Schedule 2 under the heading titled “Common Shares.”

(b)

During the Term (as

defined below), each Member

shall be entitled to

offer and sell

Subject Shares held by such Member

pursuant to a Takedown under a Resale

Shelf Registration Statement

(as

such

terms

are

defined

Exhibit A),

the

extent

provided

the

registration

rights

and

provisions set forth on

Exhibit A, which provisions are

incorporated herein as if

set forth in this

Agreement.

The

“Term”

shall

mean

the

period

beginning

the

Class A Conversion

Date

and

ending

(i) the

12-

month anniversary of the Class A Conversion Date or (ii) December 31, 2026, whichever is earlier.

2.4

Potential Repurchase

of Common

Shares by

the Company.

The parties

acknowledge that,

from time to time,

the Company or the

Members may propose that

the Company repurchase a

portion of the

Subject Shares;

provided, however, that

the terms

of any

such repurchase

must be approved

by each

such

selling

Member

and

the

Special

Committee

and

that

party

shall

obligated

enter

into

any

such

repurchase transaction.

ARTICLE III

VOTING OF COMMON SHARES AND CLASS A SHARES

3.1

Voting on

the Election

of Directors.

Prior to

the expiration

of the Term,

at any

meeting of

the stockholders

of the

Company, each

Stockholder Party

agrees (i) to

cause all

Common Shares

and Class A

Common Shares

held by

such Stockholder

Party, or

over which

such Stockholder

Party has

voting discretion

or control as

of the applicable

record date, to

be present either in

person or by proxy

for quorum purposes

at any stockholders meeting

at which directors of

the Company are elected,

and (ii) to vote, or

cause to be

voted, such Common Shares and Class A

Common Shares held by it, or over

which such Stockholder Party

has voting discretion or control, in favor of not less

than three Independent Directors.

For purposes of this

Agreement, the

term “Independent

Director” shall

mean a

member of

the Board

of Directors

of the

Company

(or

nominee

for

such

position)

who

(1) not

managing

member,

manager,

officer,

employee

consultant of,

or advisor

to, the

Company or

any Stockholder

Party, or

a person

who shall

have served

such capacity within three years immediately preceding the date of such determination, (2) independent of,

and

not

affiliated

with,

any

Stockholder

Party,

determined

good

faith

the

Board’s

Nominating

Committee,

and

(3) otherwise

independent

within

the

meaning

the

rules

and

regulations

the

U.S.

Securities and Exchange Commission (the “SEC”) and the NASDAQ listing standards.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an

inducement to

enter into

this Agreement

and to

consummate the

transactions contemplated

hereby, the Company represents and warrants to the Stockholder Parties, as of the date hereof, as follows:

4.1

Power and Authority.

The Company is a corporation duly organized, validly existing and in

good standing

under the

laws of

the State

of Delaware

and has

all corporate

right, power

and authority

enter

into

and

deliver

this

Agreement,

perform

its

obligations

hereunder

and

consummate

the

transactions contemplated by this Agreement.

The execution, delivery and performance of this Agreement

by the

Company has

been duly

and validly

authorized by

all necessary

corporate action.

This Agreement

has

been

duly

executed

and

delivered

the

Company

and

(assuming

due

authorization,

execution

and

delivery

the

Stockholder

Parties),

constitutes

the

legal,

valid

and

binding

obligation

the

Company,

enforceable

against

accordance

with

its

terms,

subject

(a) applicable

bankruptcy,

insolvency,

fraudulent

conveyance

and

other

similar

laws

and

(b) general

principles

equity,

including

equitable

defenses and limits as to the availability of equitable remedies,

whether such principles are considered in a

proceeding at law or in equity.

4.2

Conflicts; Consents

and Approvals.

The execution

and delivery

of this Agreement and

the

consummation

the

transactions

contemplated

this Agreement

the

Company

not

and

will

not

(a) violate,

conflict

with,

result

breach

any

provision

of,

constitute

default

under,

(i) the

Current

Charter

the

Bylaws,

(ii) subject

obtaining

the

Credit

Agreement

Amendment,

any

agreement,

indenture,

mortgage,

other

instrument

which

the

Company

party

which

the

Company is or

may be bound

or to which

any of the

Company’s property or

assets is subject;

(b) violate any

order, writ,

injunction, decree,

statute, rule

or regulation

applicable to

the Company;

or (c) require

any action

consent

approval

of,

review

by,

registration

material

filing

with

any

governmental

authority,

other

than

the

filing

the

Information

Statement

and

other

disclosures

with

the

SEC

compliance

with

the

Exchange Act

and

otherwise

contemplated

Exhibit A

connection

with

the

registration of the Subject Shares pursuant to a Resale Shelf Registration Statement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF EACH STOC

HOLDER PARTY

As an

inducement to

enter into

this Agreement

and to

consummate the

transactions contemplated

hereby, each Stockholder Party represents and warrants to the Company as follows:

5.1

Power and

Authority.

Each Stockholder Party has full

capacity and all requisite

right, power

and authority to enter into and deliver this

Agreement, to perform such party’s obligations hereunder and to

consummate the transactions

contemplated by this

Agreement.

This Agreement

has been duly

executed and

delivered

such

Stockholder

Party

and

(assuming

due

authorization,

execution

and

delivery

the

Company), constitutes the

legal, valid and

binding obligation of

such Stockholder Party,

enforceable against

such

party

accordance

with

its

terms,

subject

(a) applicable

bankruptcy,

insolvency,

fraudulent

conveyance and

other

similar laws

and (b)

general principles

equity, including

equitable

defenses and

limits as to the availability of equitable remedies, whether such

principles are considered in a proceeding at

law or in equity.

5.2

Conflicts; Consents

and Approvals.

The execution

and delivery

of this Agreement and

the

consummation of

the transactions

contemplated by

this Agreement by

such Stockholder

Party do

not and

will not (a) violate, conflict with, or result in

a breach of any provision of, or constitute

a default under, any

agreement, indenture, mortgage, or other

instrument to which such Stockholder

Party is a party or

by which

such Stockholder Party is

or may be bound

or to which any

of such Stockholder Party’s

property or assets

subject;

(b) violate

any

order,

writ,

injunction,

decree,

statute,

rule

regulation

applicable

such

Stockholder Party or

the applicable Subject

Shares; or (c) require

any action or

consent or approval

of, or

review by,

or registration or

material filing

by it

with any

governmental authority,

other than

one or

amendments to the Schedule 13D, as amended, filed by

Adolphus B. Baker and others with the SEC and as

otherwise contemplated in Exhibit A in connection with the registration of the Subject Shares pursuant to a

Resale Shelf Registration Statement.

5.3

Securities Laws.

As of

the date

hereof, each

Stockholder Party

represents and

warrants to

and agrees with the Company as follows with respect to securities laws:

(a)

Such

Stockholder

Party

“accredited

investor”

(as

that

term

defined

Rule 501 of Regulation D under the Securities Act).

(b)

Such Stockholder

Party, together

with such

party’s legal,

financial and

other advisors,

has such knowledge

and experience in

financial and business

matters and is

capable of evaluating

the merits

and

risks

the

transactions

contemplated

this Agreement

make

informed

decision

with

respect thereto.

(c)

Such

Stockholder

Party

(i) has

received

all

information

that

such

party

and

such

party’s advisors deem

necessary to make

an informed decision

with respect to

the transactions contemplated

by this Agreement; (ii) has

had the unrestricted opportunity to make such investigation

as such Stockholder

Party and such

advisors desire pertaining

to the Company and

its capital stock

and to verify any

information

with

respect

the

Company

and

its

capital

stock;

and

(iii) has

had

the

opportunity

ask

questions

representatives of the Company concerning the Company and its capital stock.

ARTICLE VI

MISCELLANEOUS

6.1

Survival.

All representations, warranties

and obligations contained

in this Agreement shall

survive the consummation of the transactions contemplated by this Agreement.

6.2

Counterparts.

This

Agreement

may

executed

any

number

counterparts,

which

together shall constitute one and the same Agreement.

The parties may execute more than one copy

of the

Agreement, each of which shall constitute an original.

6.3

Entire

Agreement.

This

Agreement (including

the Schedules

and Exhibits

hereto) constitutes

the entire agreement between

the parties and supersedes

all prior agreements,

understandings, arrangements

representations

between

the

parties,

written

and

oral,

with

respect

the

subject

matter

hereof.

Consistent with the

foregoing and for

the avoidance of

doubt, that certain Agreement Regarding Common

Stock dated as

of July 20, 2018 by

and among the

Company and the

Members, among others,

will terminate

upon execution and delivery of this Agreement.

6.4

Third Party

Beneficiaries.

Nothing in

this

Agreement, express

or implied,

is intended

or shall

be construed to create any third party beneficiaries.

6.5

Governing Law; Jurisdiction.

This Agreement shall be governed by the laws of the State of

Delaware, without giving effect to the conflict of laws principles thereof.

6.6

Amendment; Waiver.

This Agreement may

not be altered, amended or supplemented

except

by an agreement in writing signed by each

of the parties hereto.

Any provision of this Agreement may not

be waived without a written instrument from the waiving party with respect to each such waiver.

6.7

Specific Performance.

The parties

acknowledge and

agree that

any breach

of the

terms of

this Agreement would

give rise

to irreparable

harm for

which money

damages would

not be

an adequate

remedy and accordingly the parties hereto agree that, in addition to any

other remedies, each party shall be

entitled to enforce the terms of this

Agreement by a decree of specific performance

without the necessity of

proving the inadequacy of money damages as a remedy.

6.8

Notices.

All notices, requests,

claims, demands

and other

communications hereunder shall

be in

writing and

shall be

given or

made (and

shall be

deemed to

have been

duly given

or made

upon receipt)

by delivery

in person,

by courier

service or

by registered

or certified

mail to

the respective

parties at

the

addresses set forth on Schedule 1 (or at such other address for

a party as shall be specified in a notice given

in accordance with this Section),

with a copy (which shall

not constitute notice) to

the counsel of such

party

as set forth on Schedule 1.

6.9

Severability.

If any term or other provision of this

Agreement is invalid, illegal or incapable

of being enforced by any rule

of law, or public policy, all

other conditions and provisions of this

Agreement

shall

nevertheless

remain

full

force

and

effect

long

the

economic

legal

substance

the

transactions contemplated herein are not affected in any manner materially adverse to any party hereto.

6.10

Assignment.

Neither this

Agreement nor any of

the rights, interests or

obligations hereunder

shall be assigned by any of the parties (whether by operation of law or otherwise)

without the prior written

consent of the other parties.

Subject to the preceding sentence, this

Agreement shall be binding upon, inure

the

benefit

and

enforceable

the

parties

and

their

respective

successors

and

assigns.

Not

limitation of

the generality

of the

foregoing, this Agreement shall

be binding

upon, inure

to the benefit

and be

enforceable by

the estate

and heirs

of any

individual Stockholder

Party after

such Stockholder

Party’s

death.

Notwithstanding

anything

this

Agreement

(including

Exhibit A

hereto)

the

contrary,

the

registration rights provided hereunder are personal to each Member and may not be transferred or assigned

without the prior written consent of the Special Committee.

6.11

Fees

and

Expenses.

Except

otherwise

may

provided

this Agreement

(including

Exhibit A hereto), all

costs and

expenses incurred

in connection

with this Agreement

and the

transactions

contemplated by this Agreement,

including, to the

extent applicable, any

stock transfer

or similar taxes

brokerage or similar fees, shall be the responsibility of and shall be paid by the party incurring such fees or

expenses, regardless

of whether

the transactions

contemplated by

this Agreement are

consummated.

The

obligations

the

parties

with

respect

expenses

Resale

Shelf

Registration

Statement

and

Takedown are set forth on Exhibit A hereto and are incorporated herein by reference.

6.12

Further Assurances.

Each of the parties hereto shall use such party’s reasonable best efforts

to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or

advisable

under

applicable

law,

and

execute

and

deliver

such

documents

and

other

papers,

may

required

carry

out

the

provisions

this

Agreement

and

consummate

and

make

effective

the

transactions contemplated by this Agreement.

6.13

LEGAL

REPRESENTATION.

EACH

STOCKHOLDER

PARTY

HEREBY

ACKNOWLEDGES

THAT

SUCH

STOCKHOLDER

PARTY

HAS

BEEN ADVISED

SEEK, AND

HAS HAD

THE OPPORTUNITY

SEEK, INDEPENDENT

LEGAL COUNSEL TO

REVIEW THIS

AGREEMENT

SUCH

STOCKHOLDER

PARTY’S

BEHALF.

EACH

STOCKHOLDER

PARTY

FURTHER

ACKNOWLEDGES

AND

AGREES

THAT

ROB

HOLLADAY

(THE

COMPANY’S

GENERAL COUNSEL), SIDLEY AUSTIN LLP AND JONES

WALKER LLP ARE LEGAL COUNSEL

SOLELY TO THE COMPANY AND DO NOT REPRESENT ANY

OF THE STOCKHOLDER PARTIES

WITH

RESPECT TO

THIS AGREEMENT

OR ANY

THE

OTHER

DOCUMENTS

OR ACTIONS

TAKEN IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT

LIMITATION, THE

REGISTRATION RIGHTS PROVISIONS CONTAINED IN EXHIBIT A

AND THE DAUGHTERS’

LLC

AMENDMENT.

6.14

WAIVER

JURY

TRIAL.

EACH

THE

PARTIES

HERETO

HEREBY

IRREVOCABLY WAIVES

ALL

RIGHT TO

TRIAL

BY JURY

IN ANY ACTION,

PROCEEDING

COUNTERCLAIM

(WHETHER

BASED

CONTRACT, TORT,

OTHERWISE) ARISING

OUT

RELATING

THIS

AGREEMENT

THE

ACTIONS

ANY

PARTY

HERETO

NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

6.15

EXCLUSIVE

FORUM.

EACH

PARTY

THIS

AGREEMENT

HEREBY

IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY

THE

STATE

DELAWARE

(OR

SUCH

COURT

DOES

NOT

HAVE

SUBJECT

MATTER

JURISDICTION, ANY OTHER STATE COURT

OF THE STATE

OF DELAWARE OR

THE FEDERAL

COURTS

LOCATED

THE

STATE

DELAWARE)

IN ANY ACTION,

SUIT

PROCEEDING

ARISING IN CONNECTION WITH THIS AGREEMENT, AND

AGREES THAT ANY

SUCH ACTION,

SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN THE COURT OF

CHANCERY (OR SUCH

OTHER

COURTS

IDENTIFIED

HEREIN

THE

COURT

CHANCERY

DOES

NOT

HAVE

SUBJECT

MATTER

JURISDICTION) AND

WAIVES ANY

OBJECTION

BASED

FORUM

NON

CONVENIENS

ANY

OTHER

OBJECTION

VENUE

THEREIN;

PROVIDED,

HOWEVER,

THAT

SUCH

CONSENT

JURISDICTION

SOLELY

FOR

THE

PURPOSE

REFERRED

THIS

PARAGRAPH AND

SHALL NOT

DEEMED

BE A

GENERAL SUBMISSION

THE

JURISDICTION OF SUCH COURTS OR IN THE

STATE OF DELAWARE OTHER THAN FOR SUCH

PURPOSE.

SERVICE OF PROCESS ON

A PARTY

TO ANY

SUCH ACTION, SUIT

OR PROCEEDING

SHALL BE EFFECTIVE IF DELIVERED TO SUCH PARTY

IN ACCORDANCE WITH SECTION 6.8.

[Signature Page Follows; Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly

executed

as of the date first set forth above.

COMPANY:

CAL-MAINE FOODS, INC.

By: /s/ Max P. Bowman

Max P. Bowman

Vice President and Chief Financial Officer

STOCKHOLDER PARTIES:

DLNL, LLC

By: /s/ Adolphus B. Baker

Adolphus B. Baker

Managing Member

/s/ Dinnette Adams Baker

Dinnette Adams Baker

/s/ Luanne Adams

Luanne Adams

/s/ Nancy Adams Briggs

Nancy Adams Briggs

/s/ Laurel Adams Krodel

Laurel Adams Krodel

/s/ Adolphus B. Baker

Adolphus B. Baker

COMPANY

Address:

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

With a copy to counsel:

Rob Holladay

Vice President and General Counsel

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

DAUGHTERS’ LLC

Address:

DLNL, LLC c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

DINNETTE ADAMS BAKER:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

LUANNE ADAMS:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

NANCY

ADAMS BRIGGS:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

LAUREL

ADAMS KRODEL:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

ADOLPHUS B. BAKER:

Address:

c/o Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601–948–6813

Fax:

601–969–0905

Email:

With a copy to counsel:

Name of Attorney:

Joseph E. Varner III

Name of Firm:

Brunini Law

Address:

190 East Capitol Street, Suite 190

Address (continued):

Jackson, MS 39201

Telephone:

Fax:

Email:

SUBJECT SHARES

TABLE I:

MEMBERS’ ECONOMIC BENEFICIAL

OWNERSHIP OF

COMMON SHARES AND CLASS A

THROUGH DAUGHTERS’ LLC

Member

Daughters’

LLC

Common

Units

Common

Underlying

Daughters’

LLC

Common

Units

Daughters’

LLC

Class A

Units

Class A

Underlying

Daughters’

LLC Class A

Units

Common

Underlying

Class A

Total

Economic

Beneficial

Ownership

of Common

Adolphus B. Baker

1,309,245

Dinnette Adams Baker

56,595

1,090,755

1,147,350

Luanne Adams

343,787

800,000

1,143,787

Nancy Adams Briggs

343,787

800,000

1,143,787

Laurel Adams Krodel

343,787

800,000

1,143,787

Total

1,087,956

4,800,000

5,887,956

TABLE II:

MEMBERS’ ECONOMIC BENEFICIAL

OWNERSHIP OF

COMMON SHARES NOT OWNED BY DAUGHTERS’

LLC,

BUT COVERED BY EXHIBIT A

REGISTRATION RIGHTS

Member

Common

Adolphus B. Baker

145,266

Dinnette Adams Baker

230,570

Adolphus B. Baker &

Dinnette Adams Baker, joint tenants

Luanne Adams

738

Nancy Adams Briggs

57,007

Laurel Adams Krodel

887

Total

434,514

REGISTRATION RIGHTS

This Exhibit A

to the

Agreement Regarding

Conversion (the

“Agreement”) describes

the agreements

of the

parties thereto

relating to

Resale Shelf

Registration Statements

and Takedowns.

Capitalized terms

used but not defined herein shall have the respective meanings set forth in the Agreement.

ARTICLE I

DEMAND RESALE SHELF REGISTRATION

1.1

General

(a)

Subject to

the terms

and conditions

of this

Exhibit A, the

Company shall,

promptly

after the

Class A Conversion Date, file

a shelf registration

statement with the

SEC in accordance

with the

Securities Act for

an offering

on a

delayed or

continuous basis

pursuant to

Rule 415 under

the Securities

Act (a “Resale Shelf Registration Statement”).

Subject to the terms of

the Agreement, the Company (with

the

cooperation

the

applicable

Members)

shall

cause

there

filed

with

the

SEC

Resale

Shelf

Registration Statement meeting

the requirements of

the Securities Act and such

Members shall be

entitled

to have

included therein

all of

the Subject

Shares.

If the

Company qualifies

as a

Well Known

Seasoned

Issuer (as defined in Rule 405 under the Securities Act), then, promptly after the Class A Conversion Date,

the

Company

will

file

Automatic

Shelf

Registration

Statement

(as

defined

Rule 405

under

the

Securities Act) on Form

S-3 (“Form

S-3ASR”), which will

become automatically effective.

As permitted

for a

Form S-3ASR,

such registration

statement will

not specify

which Members

may be

selling stockholders

or the number of shares to

be sold, and instead will register an

indeterminate amount of Subject Shares for

resale without identifying the selling stockholders.

Instead, the Members who will be

selling stockholders

and the Subject Shares to be sold will be disclosed

in a subsequent Resale Shelf Prospectus Supplement for

a Takedown (as such terms are defined

below).

Also, as permitted by Rule 456(b) under the Securities

Act,

the SEC registration fees shall not be paid at

the time of filing of such Form S-3ASR and,

instead, shall be

deferred and paid at the time of filing of such Resale Shelf Prospectus Supplement for a Takedown.

(b)

Following the effectiveness of a

Resale Shelf Registration Statement, the

applicable

Members shall be entitled to request the Company to file a prospectus or prospectus supplement (a “Resale

Shelf Prospectus Supplement”) with respect

thereto to effect a takedown

for an offering of Common

registered thereby (“Takedown”).

Any request made pursuant to this Section 1.1(b) shall be

made pursuant

to Section 2.3 of the Agreement, and shall specify the number of Subject Shares to be offered, the intended

methods

disposition

thereof

and

that

the

request

for

Resale

Shelf

Prospectus

Supplement.

Upon

receipt

request

from

Member,

the

Company

shall

provide

notice

all

other

Members

that

has

received a request to

file a Resale Shelf

Prospectus for a

Takedown to permit other

Members to permit them

to request to include their Subject Shares therein at the same time.

(c)

The

Special

Committee

shall

have

the

authority

approve

any

demands

for

Takedowns,

including

the minimum

number

of shares

to be

included,

the

timing

any Takedown,

how

frequently

Takedowns

may

permitted,

and

whether

require

standstill

agreements

from

the

selling

shareholders beyond what is required from the underwriters and, if so, the terms thereof.

1.2

Filing of Resale Shelf Registration Statement.

Following the Class A Conversion, the

Company shall:

(a)

File the Resale

Shelf Registration

Statement with

the SEC as

promptly as

practicable,

and

shall

use

the

Company’s

commercially

reasonable

efforts

have

the

registration

declared

effective

under the Securities Act as soon as reasonably practicable.

(b)

Continue

maintain

and

renew

the

Resale

Shelf

Registration

Statement

for

such

periods as approved by the Special Committee.

1.3

The Special

Committee shall

continue to

consider requests

for Takedowns

for

the Subject

Shares from a Member until the expiration of the Term.

1.4

A Resale Shelf Registration Statement shall be on

Form S-3 or any successor form provided

that the Company qualified for such form at the time.

1.5

If any Takedown

will involve

an underwritten offering

(whether on a

“firm,” “best efforts”

or “all reasonable

efforts” basis or

otherwise), or an agented

offering, the Company shall

have the right to

select one or more underwriters

and underwriters’ representatives to administer such underwritten offering

or the agents for such agented offering, subject to the consent of the applicable Members and their counsel,

which consent shall not be unreasonably withheld.

ARTICLE II

EDOWN PROCEDURES

2.1

Subject to approval

by the Special

Committee under Article I of this Exhibit A to effect

the

Takedown

any

Common

and

subject

Section 2.2

this

Exhibit A,

the

Company

shall,

expeditiously as practicable:

(a)

Prepare and file with the

SEC such amendments and supplements

to the Resale Shelf

Registration Statement

and the

prospectus used

in connection

with such

registration statement

as may

necessary to comply

with the provisions

of the Securities Act, the

Exchange Act and rules and regulations

thereunder

with

respect

the

disposition

all

securities

covered

such

registration

statement

accordance with the method of disposition set

forth in such registration statement.

If the registration is for

an underwritten offering, the Company

shall amend the registration statement or

supplement the prospectus

whenever reasonably required

by the terms

of the underwriting

agreement.

Subject to Rule 415

under the

Securities Act, the Company shall amend the registration

statement or supplement the prospectus so

that it

will remain current

and in compliance

with the requirements

of the Securities Act

for such period

as shall

be approved

by the

Special Committee.

If any

event or

development occurs

as a

result of

which a

registration

statement or prospectus contains a misstatement

of a material fact or omits to

state a material fact required

to be stated

therein or necessary

to make the

statements therein not

misleading, the Company

shall promptly

notify

the

applicable

Members

and

their

counsel,

amend

the

registration

statement

supplement

the

prospectus so that

each will thereafter

comply with the

Securities

Act and furnish

to such Members

and their

counsel such amended or supplemented prospectus

for use in the offer and sale

of Common Shares covered

by such registration statement.

Pending such amendment or

supplement, such Members shall

cease making

offers and sales of Common Shares pursuant to the prior prospectus.

In the event that any Common Shares

included

registration

statement

remain

unsold

following

all

Takedowns

approved

the

Special

Committee, the Company may file a post-effective amendment to the

registration statement for the purpose

of removing such securities from registered status.

(b)

Furnish to the

applicable Members and

their counsel such

numbers of copies

of the

registration statement,

any pre-effective

or post-effective

amendment thereto,

the prospectus,

including each

preliminary prospectus

and any

amendments or

supplements thereto,

in each

case in

conformity with

the

requirements

the

Securities Act

and

the

rules

thereunder,

and

such

other

documents

such

Members and their counsel may reasonably request in order to facilitate the disposition of Common Shares

owned by such Members.

(c)

the

extent

necessary,

use

the

Company’s

commercially

reasonable

efforts

(i) to

or Blue Sky

laws of such

states or U.S.

jurisdictions as shall

be reasonably requested

by the underwriters’

representative or agent (as applicable,

or if inapplicable, the applicable

Members and their counsel), (ii) to

keep such registration or qualification in

effect for so long as such registration

statement remains in effect,

and (iii) to

obtain the

withdrawal of

any order

suspending the

effectiveness of

a registration

statement, or

the lifting of

any suspension of

the qualification (or

exemption from qualification)

of the offer

and sale of

any of

such Common

Shares in

any jurisdiction,

at the

earliest possible

moment; provided,

however, that

the Company shall

not be required

in connection therewith

or as a

condition thereto to

qualify to do

business

or to file a general consent to service of process in any such states or jurisdictions.

(d)

the

event

any

underwritten

agented

offering,

enter

into

and

perform

the

Company’s

obligations

under

underwriting

agency

agreement

(including

indemnification

and

contribution

obligations

underwriters

agents),

usual

and

customary

form,

with

the

managing

underwriter or underwriters of or

agents for such offering, and

(i) make such representations and warranties

to the underwriters’

representative or agent

with respect to

the business of

the Company and

its subsidiaries,

the registration statement or prospectus,

in each case, in form,

substance and scope as are

customarily made

issuers

underwriters

underwritten

offerings

and

confirm

the

same

and

when

requested

and

(ii) deliver

such

documents

and

certificates

may

reasonably

requested

the

applicable

Members,

their

counsel,

the

underwriters’ representative

agent,

any,

evidence

the

continued

validity

the

representations and

warranties of

the Company

and its

subsidiaries made

pursuant to

clause (i) above

and

to evidence compliance with any customary

conditions contained in the underwriting agreement

or similar

agreement

entered

into

the

Company.

The

foregoing

actions

shall

taken

connection

with

each

closing

under

such

underwriting

similar

agreement

and

the

extent

required

thereunder.

The

Company

shall

also

cooperate

with

the

applicable

Members

and

their

counsel

and

the

underwriters’

representative

agent

for

such

offering

the

marketing

the

Common

Shares,

including

making

available,

commercially

reasonable

basis,

the

Company’s

officers,

accountants,

counsel,

premises,

books and

records for

such purpose,

but the

Company shall

not be

required to

incur any

material out-of-

pocket expense pursuant to this sentence.

(e)

In the event

of any underwritten

or agented offering,

the Company and

members of

its management

(which shall

include the

Chief Executive

Officer and

the Chief

Financial Officer

or such

other

members

its

management

acceptable

the

underwriters’ representative

agent,

any)

shall

participate in roadshows and other

similar selling efforts as the

underwriters’

representative or agent, if any,

shall reasonably deem

to be necessary;

provided, however, the

Company and members

of its management

shall not

be obligated

to participate

in more

than a

total of

two roadshows

or other

similar selling

efforts

with respect to the Subject Shares.

(f)

Promptly notify

the applicable

Members and

their counsel

of any

stop order

issued

or threatened

to be

issued by

the SEC

in connection

therewith (and

take commercially

reasonable actions

required to prevent the entry of such stop order or to remove it if entered).

(g)

Make

generally

available

the

Company’s

security

holders

copies

all

periodic

reports, proxy statements, and other

information referred to in Section 6.1

below, and an earnings statement

satisfying the provisions

of Section 11(a) of

the Securities

Act no later

than 90 days following

the end of

the

12-month period beginning with the first month of the Company’s first fiscal quarter commencing after the

effective date of each registration statement filed pursuant to this Agreement.

(h)

Make

available

for

inspection

the

applicable

Members

and

their

counsel,

any

underwriter participating in such

offering and the representatives

of such Members and

the underwriter (but

not

than

one

firm

counsel

each),

all

financial

and

other

information

shall

reasonably

requested

them,

and

provide

such

Members

and

their

counsel,

any

underwriter

participating

such

offering and the representatives thereof the opportunity, on a commercially

reasonable basis, to discuss the

business

affairs

of the

Company

with

appropriate

officers and

independent

public accountants

who have

certified

the

audited

financial

statements

included

such

registration

statement,

each

case

all

necessary to

enable them

to exercise

their due

diligence responsibility

under the

Securities Act; provided,

however, that any records, information or documents that are designated by the

Company as confidential at

the time

of delivery

of such

records, information

or documents

shall be

kept confidential by

such persons

unless (i) such records, information

or documents are in

the public domain or

otherwise publicly available

(other than by

reason of breach

of this confidentiality

provision), (ii) disclosure of

such records, information

or documents

is required

by court

or administrative

order or

is necessary

to respond

to inquiries

of regulatory

authorities,

(iii) disclosure

such

records,

information

documents,

the

reasonable

opinion

counsel to such

person, is otherwise

required by law

or regulation (including,

without limitation, pursuant

to the requirements of

the Securities

Act or regulations promulgated

thereunder); provided, however, that

the case of

clauses (ii) and (iii) of

this Section 2.1(h), prior

to making such

disclosure, such Members

and

their

counsel

shall

consult

with

the

Company

and

its

counsel

the

necessity

such

disclosure,

the

timing

and

content

such

disclosure

and

the

nature

and

wording

such

disclosure

and

shall

use

its

reasonable

best

efforts

obtain,

the

Company’s

expense,

confidential

treatment

such

records,

information or documents,

or portions thereof.

Also, to the

extent possible, the

Company shall be

given a

reasonable opportunity

to intervene

with the

appropriate authorities

in order

to prevent

disclosure of

such

records, information or documents, or portions thereof.

(i)

Use the

Company’s commercially

reasonable efforts

to obtain

a so-called

“comfort

letter” from its independent public accountants, and legal opinions of counsel to the Company addressed to

the applicable Members, or the underwriters’ representative or agent, as applicable, in customary form and

covering such matters of

the type customarily covered

by such letters, and

in a form that

shall be reasonably

satisfactory to such

Members and their

counsel or the

underwriters’ representative or agent, as

applicable.

The Company

shall furnish

to such

Members and

their counsel

a signed

counterpart of

any such

comfort

letter

legal

opinion.

Delivery

any

such

opinion

comfort

letter

shall

subject

the

recipient

furnishing

such

written

representations

acknowledgements

are

customarily

provided

sellers

securities who receive such comfort letters or opinions.

(j)

Take such other actions as are commercially

reasonably required in order to expedite

or facilitate the effectiveness of the Takedown of the Subject Shares approved by the Special Committee.

2.2

Grace Periods

(a)

Notwithstanding

anything

the

contrary

the

Agreement

(including

this

Exhibit A):

(i)

the Company shall be entitled to postpone the

filing or effectiveness of, or, at

any time after a

Resale Shelf Registration Statement has

been declared effective by the

SEC,

suspend

the

use

of,

Resale

Shelf

Registration

Statement

(including

the

Resale

Shelf

Prospectus

Supplement

included

therein)

the

good

faith

judgment

the

Special

Committee,

such

registration,

offering

use

could

reasonably

expected

materially

affect

the

Company

adverse

manner,

materially

interfere

with

any

significant

transaction

under

consideration

the

Company,

would

require

the

disclosure

information that has

not been, and

is not otherwise

required to be,

disclosed to the

public and

the

premature

disclosure

which

could

reasonably

expected

materially

affect

the

Company in an adverse manner; and

(ii)

any

time

after

Resale

Shelf

Registration

Statement

has

been

declared

effective

the

SEC,

the

Company

may

delay

the

disclosure

material

non-public

information concerning the

Company if the

disclosure of such

information at the

time would,

the

good

faith

judgment

the

Special

Committee,

adversely

affect

the

Company

(the

period of

a postponement

or suspension

as described

in Section 2.2(a)(i)

of this

Exhibit A

and/or a delay described

in this Section 2.2(a)(ii), a

“Grace Period”), but

only if neither the

Company nor any

Member has a

duty to disclose

such material

non-public information

under

applicable law.

(b)

The Company

shall promptly

(i) notify the

Members in

writing of

the existence

circumstances giving

rise to

a Grace

Period (provided,

however, that

the Company

shall not

disclose the

substance of

such circumstances,

including any

related material

non-public information,

to any

Member,

without the

express consent

of such

Member) or

the need

to file

a post-effective

amendment or

amended

Resale Shelf

Prospectus Supplement,

as applicable,

and the

date on

which such

Grace Period

will begin,

(ii) use

commercially

reasonable

efforts

terminate

Grace

Period

promptly

practicable

and

(iii) notify the Members in writing of the date on which the Grace Period ends.

(c)

The duration of any single Grace Period shall not exceed

90 days, and the aggregate

duration of all Grace Periods in total shall

not exceed 120 days.

For purposes of determining the length of

a Grace Period, the Grace Period shall be

deemed to begin on and include the date

the Members receive the

notice referred to

in clause (i)

of Section 2.2(b)

of this

Exhibit A and shall end

on and

include the

later of

(i) the date the Members receive the notice referred to in clause (iii) of Section 2.2(b) of this Exhibit A and

(ii) the date referred to in such notice.

ARTICLE III

MEM

ERS’ O

LIGATIONS

3.1

It shall

be a

condition precedent

to the

obligations of

the Company

to take

any action

pursuant

to this Agreement with respect to the Subject Shares of a Member that such Member shall:

(a)

Furnish

the

Company

such

information

regarding

such

Member,

the

number

Common

beneficially

owned

such

Member

(within

the

meaning

the

Rule 13d-3

under

the

Exchange

Act), and

the intended

method of

disposition of

such Member’s

Subject Shares

as shall

be required

to effect the registration and Takedown of his or her Subject Shares, and to cooperate with the Company in

preparing such registration and Takedown; and

(b)

Agree

sell

Common

the

underwriters

the

price

and

terms

and

conditions, including the payment

of commissions, fees, costs

and expenses, set forth

in, and to execute,

the

underwriting agreement agreed to by such Member and the Company.

(c)

The

Members

shall

agree

standstill

agreement

the

extent

requested

the

Special Committee in connection with any Takedown.

ARTICLE IV

EXPENSES OF REGISTRATION

4.1

The Members participating in a Takedown, on the one hand, and

the Company, on the other

hand, shall

each bear

and pay

50% of

all expenses

incurred in

connection with

any registration,

filing, or

qualification of

Common Shares

with respect

to any

Resale Shelf

Registration Statement

(excluding any

underwriting

discounts

and

selling

commissions

and

all

legal

fees

and

expenses

legal

counsel

for

the

applicable Members), including

all registration, filing

and National Association of Securities

Dealers, Inc.

fees, all rating agency fees,

stock exchange listing fees, all

fees and expenses of complying

with securities

or blue

sky laws

(including fees

and expenses

of underwriters

counsel), all

word processing,

duplicating

and

printing

expenses,

messenger

and

delivery

expenses,

the

fees

and

disbursements

counsel

for

the

Company, and of

the Company’s independent

registered public accountants,

including the

expenses of “cold

comfort” letters required

by or incident

to such performance and

compliance (the “Registration Expenses”);

provided, however, that

if the Company

participates as an

issuer or seller

in any

Takedown, it will

pay 100%

of such costs

(excluding any underwriting

discounts and selling

commissions or any

legal fees and

expenses

of legal counsel for the applicable Members) and will pay its respective underwriting discounts and selling

commissions.

The Members participating in the Takedown will pay the fees to be paid by the Members on

a pro rata basis based on the number of shares being sold.

ARTICLE V

INDEMNIFICATION; CONTRI

UTION

5.1

If any Common Shares are included in a registration statement under this Exhibit A:

(a)

the

extent

permitted

applicable

law,

the

Company

shall

indemnify

and

hold

harmless each Member, such party’s heirs

(if applicable), successors and permitted assigns,

against any and

all

losses,

claims,

damages,

liabilities

and

reasonable

expenses

(joint

several),

including

reasonable

attorneys’ fees

and

disbursements

and

expenses

investigation,

incurred

such

party

pursuant

any

actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing persons may

become subject

under the

Securities Act, the

Exchange Act or

other federal

or state

laws, insofar

as such

losses,

claims,

damages,

liabilities

and

reasonable

expenses

arise

out

are

based

upon

any

the

following statements, omissions or violations (collectively a “Violation”):

(i)

Any untrue statement or alleged untrue

statement of a material fact contained

such

registration

statement,

including

any

preliminary

prospectus

final

prospectus

contained therein, or any amendments or supplements thereto;

(ii)

The omission

or alleged

omission to

state therein

a material

fact required

be stated therein, or necessary to make the statements therein not misleading; or

(iii)

Any violation or alleged violation by

the Company of the Securities Act,

the

Exchange Act,

any applicable

state securities

law or

any rule

or regulation

promulgated under

the Securities Act, the Exchange Act or any applicable state securities law;

provided, however, that the indemnification required by this

Section 5.1 shall not apply to amounts paid in

settlement of

any such

loss, claim,

damage, liability

or expense

if such

settlement is

effected without

the

consent of the

Company, nor shall the

Company be liable in

any such case

for any such

loss, claim, damage,

liability or expense to

the extent that

it arises out of

or is based upon

a Violation that occurs

in reliance upon

and in

conformity with

written information

furnished to

the Company

by the

indemnified party

expressly

for use in connection

with such registration;

provided further that

the indemnity agreement

contained in this

Section 5.1 shall not apply to any underwriter to the extent that

any such loss is based on or arises out of an

untrue statement or alleged

untrue statement of a

material fact, or an

omission or alleged omission to

state

a material fact, contained in or omitted

from any preliminary prospectus if the final

prospectus shall correct

such untrue statement or alleged untrue statement, or

such omission or alleged omission, and a copy of

the

final prospectus

has not

been sent

or given

to such

person at

or prior

to the

confirmation of

sale to

such

person if such underwriter was under

an obligation to deliver such final

prospectus and failed to do so.

The

Company shall also

indemnify underwriters,

selling brokers,

dealer managers

and similar

securities industry

professionals participating

in the

distribution, their

officers, directors,

agents and

employees and

each person

who

controls

such

persons

(within

the

meaning

Section 15

the

Securities Act

Section 20

the

Exchange Act) to the same extent as provided above with respect to the indemnification of the Members.

(b)

the

extent

permitted by

applicable

law,

each

Member

shall indemnify

and

hold

harmless

the

Company,

each

its

directors,

each

its

officers

who

shall

have

signed

the

registration

statement, each person, if any, who controls the Company within the meaning of the Securities

Act, against

any

and

all

losses,

claims,

damages,

liabilities

and

reasonable

expenses

(joint

and

several),

including

reasonable attorneys’

fees and disbursements

and expenses of

investigation, incurred by

such party pursuant

to any actual

or threatened action,

suit, proceeding or

investigation, or to

which any of

the foregoing

persons

may otherwise

become subject

under the

Securities Act, the

Exchange Act or

other federal

or state

laws,

insofar as

such losses,

claims, damages, liabilities

and reasonable

expenses arise

out of or

are based upon

any Violation by such Member,

in each case to the

extent (and only to the

extent) that such Violation

occurs

reliance

upon

and

conformity

with

written

information

furnished

such

Member

such

party’s

counsel expressly for use in connection with such registration; provided, however, that the indemnification

required by

this Section 5.1(b)

shall not

apply to

amounts paid

in settlement

of any

such loss,

claim, damage,

liability or expense if settlement is effected without the consent of the such Member.

(c)

Promptly after receipt by an indemnified party under

this Section 5.1 of notice of the

commencement of

any action,

suit, proceeding,

investigation or

threat thereof

made in

writing for

which

such indemnified party may

make a claim under

this Section 5.1, such indemnified

party shall deliver to

the

indemnifying party a

written notice of

the commencement thereof

and the indemnifying

party shall have

the

right

participate

in,

and,

the

extent

the

indemnifying

party

desires,

jointly

with

any

other

indemnifying party

similarly noticed,

to assume

the defense

thereof with

counsel mutually

satisfactory to

the parties; provided, however, that an indemnified party shall have the

right to retain its own counsel, with

the

fees

and

disbursements

and

expenses

paid

the

indemnifying

party,

representation

such

indemnified party by

the counsel retained

by the indemnifying

party would be

inappropriate due to

actual

potential

differing

interests

between

such

indemnified

party

and

any

other

party

represented

such

counsel

such

proceeding.

The

failure

deliver

written

notice

the

indemnifying

party

within

reasonable time following the commencement of any such action, if prejudicial to its ability to defend such

action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.1

but

shall

not

relieve

the

indemnifying

party

any

liability

that

may

have

any

indemnified

party

otherwise

than

pursuant

this

Section 5.1.

Any

fees

and

expenses

incurred

the

indemnified

party

(including

any

fees

and

expenses

incurred

connection

with

investigating

preparing

defend

such

action or

proceeding) shall

be paid

to the

indemnified party,

as incurred,

within 30 days

of written

notice

thereof to

the indemnifying

party; provided,

however, that

such notice

is accompanied

by an

appropriate

undertaking to reimburse the

indemnifying party if it

is ultimately determined that

an indemnified party is

not

entitled

indemnification

hereunder.

Any

such

indemnified

party

shall

have

the

right

employ

separate counsel

in any

such action,

claim or

proceeding and

to participate

in the

defense thereof,

but the

fees

and

expenses

such

counsel

shall

the

expenses

such

indemnified

party

unless

(i) the

indemnifying party has agreed

to pay such fees

and expenses or (ii) the

indemnifying party shall have

failed

to promptly

assume the

defense of

such action,

claim or

proceeding or

(iii) the named

parties to

any such

action, claim or proceeding (including

any impleaded parties) include both

such indemnified party and the

indemnifying party, and

such indemnified party

shall have been

advised by counsel

that there may

be one

legal

defenses

available

that

are

different

from

addition

those

available

the

indemnifying

party

and

that

the

assertion

such

defenses

would

create

conflict

interest

such

that

counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which

case, if

such indemnified

party notifies

the indemnifying

party in

writing that

it elects

to employ

separate

counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume

the defense

of such

action, claim

or proceeding

on behalf

of such

indemnified party,

it being

understood,

however, that the indemnifying party

shall not, in connection

with any one such action,

claim or proceeding

or separate but

substantially similar or

related actions, claims

or proceedings in

the same jurisdiction

arising

out of the same general allegations

or circumstances, be liable for

the reasonable fees and expenses

of more

than

one

separate

firm

attorneys

(together

with

appropriate

local

counsel)

any

time

for

all

such

indemnified parties, unless in the reasonable judgment of such

indemnified party a conflict of interest may

exist between such indemnified party and

any other of such indemnified parties with

respect to such action,

claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses

of such additional counsel

or counsels).

No indemnifying party shall

be liable to an

indemnified party for

any settlement

of any

action, proceeding

or claim

without the

written consent

of the

indemnifying party,

which consent shall not be unreasonably withheld.

(d)

the

indemnification

required

this

Section 5.1

from

the

indemnifying

party

unavailable

indemnified

party

hereunder

respect

any

losses,

claims,

damages,

liabilities

expenses referred to in this Section 5.1:

(i)

The indemnifying party, in lieu

of indemnifying such

indemnified party, shall

contribute to the

amount paid or

payable by such

indemnified party as

a result of

such losses,

claims,

damages,

liabilities

expenses

such

proportion

appropriate

reflect

the

relative fault

of the

indemnifying party

and indemnified

parties in

connection with

the actions

that

resulted

such

losses,

claims,

damages,

liabilities

expenses,

well

any

other

relevant

equitable

considerations.

The

relative

fault

such

indemnifying

party

and

indemnified parties

shall

determined

reference

to,

among other

things,

whether

any

Violation

has been committed

by,

or relates to

information supplied by,

such indemnifying

party

indemnified

parties,

and

the

parties’

relative

intent,

knowledge,

access

information

and

opportunity

correct

prevent

such

Violation.

The

amount

paid

payable by a party

as a result of

the losses, claims, damages,

liabilities and expenses referred

to above

shall be

deemed to

include, subject

to the

limitations set

forth in

this Section 5.1,

any legal or other fees

or expenses reasonably incurred by

such party in connection with

any

investigation or proceeding.

(ii)

The parties hereto agree that it

would not be just and

equitable if contribution

pursuant to this

Section 5.1 were determined

by pro rata

allocation or

by any other

method

of allocation

that does

not take

into account

the equitable

considerations referred

to in

this

Section 5.1.

person

guilty

fraudulent

misrepresentation

(within

the

meaning

Section 11(f) of the

Securities Act)

shall be

entitled to

contribution from any

person who

was

not guilty of such fraudulent misrepresentation.

(e)

If indemnification is

available under this

Section 5.1, the indemnifying

parties shall

indemnify each

indemnified party

to the

full extent

provided in

this Section 5.1

without regard

to the

relative

fault of such

indemnifying party or indemnified

party or any

other equitable consideration

referred to in

this

Section 5.1.

(f)

The obligations

of the

Company and

the Members

under this

Section 5.1 shall

survive

the completion

of any

offering of

Common Shares

pursuant to

a registration

statement under

this

Agreement,

and otherwise.

ARTICLE VI

OTHER COVENANTS OF THE COMPANY

6.1

The Company hereby agrees and covenants as follows:

(a)

The Company

shall file as

and when

applicable, on a

timely basis, all

reports required

to be filed by it under the Exchange Act.

(b)

The Company shall

not, directly or

indirectly, (i) enter into

any merger, consolidation

or reorganization in which the Company shall

not be the surviving corporation or (ii) sell

or agree to sell all

or substantially all the Company’s

assets, unless prior to such

merger, consolidation, reorganization or asset

sale,

the

surviving

corporation or

the transferee,

respectively,

shall

have agreed

writing

assume the

obligations of

the Company

under this Agreement, with

respect to

any securities

that the

Members would

entitled

receive

exchange

for

Common

pursuant

any

such

merger,

consolidation

reorganization.

[Remainder of Page Intentionally Left Blank]

FORM OF

RESTATED CHARTER

(Please see Exhibit 99.2 to Cal-Maine Foods, Inc.’s Current Report on Form 8-K filed on February 25,

2025)

OMITTED

FORM OF

RESTATED BYLAWS

(Please see Exhibit 99.3 to Cal-Maine Foods, Inc.’s Current Report on Form 8-K filed on February 25,

2025)

FORM OF

DAUGHTERS’ LLC

AMENDMENT

(See attached.)

DLNL, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

Dated as of February 25, 2025

TABLE OF CONTENTS

Recitals .......................................................................................................................................

Article I Defined Terms ............................................................................................................

1.1

Defined Terms .....................................................................................................

1.2

Interpretation .......................................................................................................

Article II Organization .............................................................................................................

2.1

Formation ............................................................................................................

2.2

Name ...................................................................................................................

2.3

Principal Office ...................................................................................................

2.4

Registered Office; Registered Agent

...................................................................

2.5

Purpose; Powers ..................................................................................................

2.6

Term ....................................................................................................................

2.7

Tax Status of the LLC .........................................................................................

2.8

No State Law Partnership

....................................................................................

Article III Units .........................................................................................................................

3.1

Units Generally

....................................................................................................

3.2

Authorization and Issuance of Class A Units

......................................................

3.3

Authorization and Issuance of Common Units ...................................................

3.4

Certificates Representing Units

...........................................................................

Article IV Members

...................................................................................................................

4.1

Admission of New Members

...............................................................................

4.2

No Personal Liability

...........................................................................................

4.3

No Withdrawal ....................................................................................................

4.4

Death ...................................................................................................................

4.5

Voting ..................................................................................................................

Article V Contribution of Company Shares ...........................................................................

5.1

Shares to be Contributed to LLC

.........................................................................

5.2

Contribution of Shares

.........................................................................................

5.3

Inspection, Disclosure and Public Filing of the Agreement

................................

Article VI Membership Certificates ........................................................................................

6.1

Issuance of Membership Certificates ..................................................................

6.2

Form of Certificates

.............................................................................................

6.3

Replacement of Certificates ................................................................................

6.4

Membership Interest Register .............................................................................

6.5

Record Date

.........................................................................................................

Article VII Redemption or Conversion of Shares ..................................................................

7.1

No Redemption of Class A Shares

......................................................................

7.2

Conversion

...........................................................................................................

7.3

Redemption of Common Shares

..........................................................................

7.4

Transfers of Shares

..............................................................................................

Article VIII Transfers of Membership Interests ....................................................................

8.1

Permissible Transfers; Restrictions on Transfer ................................................. 13

8.2

Transfers

..............................................................................................................

8.3

Transferees Bound by Agreement

.......................................................................

8.4

Other Requirements for Transfers

.......................................................................

Article IX Dividends and Certain Changes to Stock

..............................................................

9.1

LLC to Distribute Cash Dividends

......................................................................

9.2

Distributions other than Cash

..............................................................................

9.3

No Distributions in Violation of Law

..................................................................

9.4

Certain Changes to Class A Shares or Common Shares .....................................

Article X Capital Contributions; Capital Accounts

...............................................................

10.1

Initial Capital Contributions

................................................................................

10.2

Additional Capital Contributions ........................................................................

10.3

Maintenance of Capital Accounts .......................................................................

10.4

Succession Upon Transfer

...................................................................................

10.5

Treasury Regulations

...........................................................................................

Article XI Allocations

................................................................................................................

11.1

Allocation of Net Income and Net Loss

..............................................................

11.2

Tax Allocations ...................................................................................................

Article XII Management of LLC; Voting

and Other Rights and Powers of Members

......

12.1

Management of the LLC .....................................................................................

12.2

Managing Member Rights and Powers ...............................................................

12.3

Contributed Shares to be Voted

as a Unit ...........................................................

12.4

Failure to Achieve a Majority if there is more than one Managing Member

......

12.5

Certain Transactions Require Joint Consent of Managing Member and Non-Managing

Members

..............................................................................................................

12.6

Powers of LLC ....................................................................................................

12.7

Sale or Conversion of Contributed Shares by Managing Member .....................

12.8

Meetings and Procedures

.....................................................................................

12.9

Voting

by Managing Members if there are more than one Managing Member

12.10

Status of Managing Members

..............................................................................

12.11

Removal of Managing Member ..........................................................................

12.12

Resignation of Managing Members ....................................................................

12.13

Costs and Expenses .............................................................................................

12.14

Other Relationships Between Managing Member and Company

.......................

12.15

Compensation of Managing Member

..................................................................

12.16

Responsibility of Managing Member

..................................................................

12.17

Reliance by Managing Member ..........................................................................

12.18

Legal Compliance by Managing Member

...........................................................

Article XIII Exculpation and Indemnification .......................................................................

13.1

Exculpation; Indemnification of Members

..........................................................

Article XIV Records, Accounting and Tax

Matters

...............................................................

14.1

Records Required by the Delaware Act ..............................................................

14.2

Book and Records ...............................................................................................

14.3

Accounting Methods; Fiscal Year .......................................................................

14.4

LLC Funds

...........................................................................................................

14.5

Tax Matters Member ...........................................................................................

Article XV Dissolution and Liquidation

..................................................................................

15.1

Events of Dissolution ..........................................................................................

15.2

Effectiveness of Dissolution

................................................................................

15.3

Liquidation ..........................................................................................................

15.4

Cancellation of Certificate of Formation

.............................................................

Article XVI Representations and Warranties of Members

...................................................

16.1

Representations and Warranties ..........................................................................

Article XVII Covenants ............................................................................................................

17.1

Confidentiality

.....................................................................................................

Article XVIII General Provisions ............................................................................................

18.1

Successors and Assigns

.......................................................................................

18.2

Notices

.................................................................................................................

18.3

Amendment of Agreement

..................................................................................

18.4

Costs and Expenses .............................................................................................

18.5

Severability of Provisions ...................................................................................

18.6

Controlling Law; Submission to Jurisdiction; Specific Performance .................

18.7

Construction of Agreement .................................................................................

18.8

Multiple Counterparts

..........................................................................................

18.9

Entire Agreement ................................................................................................

18.10

No Third-party Beneficiaries

...............................................................................

Amended and Restated

Limited Liability Company Operating Agreement

dated as of February 25, 2025

This

AMENDED

AND

RESTATED

LIMITED

LIABILITY

COMPANY

OPERATING

AGREEMENT (the

“Agreement”) is

made as

of February 25, 2025

(the “Restatement

Date”), by

and among

DLNL, LLC (the

“LLC”), Adolphus B.

Baker, as the initial Managing

Member (“Managing Member”),

and

the Non-Managing

Members (“Non-Managing

Members”) identified

on the

signature pages

hereto (such

persons, together with

any Persons who become

members of the

LLC in accordance

with this Agreement,

the “Members”).

RECITALS

WHEREAS,

the

LLC

has

been

formed

invest

Class A

Common

Stock,

par

value

$0.01 per

share (“Class A

Shares”), and

shares of

Common Stock,

par value

$0.01 per

share (“Common

Shares”), of Cal-Maine Foods, Inc., a Delaware corporation (the “Company”);

WHEREAS, effective

as of

July 20, 2018, the

initial owners

of Membership

Interests entered

into

the Limited Liability Company Operating Agreement for the LLC (the “Existing Operating Agreement”);

WHEREAS, the

Company’s capital stock

consists of:

(i) Common Shares,

which are

publicly traded

the

NASDAQ

under

the

symbol

“CALM,”

and

(ii) Class A

Shares,

which

are

privately

held

and

not

publicly traded, but are

convertible on a share-for-share basis

into Common Shares at

any time at the

option

of the holder thereof;

WHEREAS, the

Common Shares

have one

vote per

share and

Class A Shares

have ten

votes per

share on

all matters

on which

such shares

are entitled

to vote

and certain

other differences,

but otherwise

have substantially similar rights, powers and privileges;

WHEREAS, each of the Members, including

Adolphus B. Baker, is

an Immediate Family Member

Permitted

Transferee

(in

each

case,

defined

the

Company’s

Second

Amended

and

Restated

Certificate of Incorporation, as amended from time to time (the “Restated Charter”));

WHEREAS, the LLC is also a Permitted Transferee;

WHEREAS, the LLC currently owns Common Shares, as well

as 100% of the outstanding Class

Shares;

WHEREAS,

the

Class A

currently

represent

over

50%

the

total

voting

power

the

outstanding

the

Company

the

election

directors

and

matters

other

than

the

election

directors;

WHEREAS,

the

Members

(and/or

their

respective

predecessors-in-interest)

formed

the

LLC

and

entered into the Existing

Operating Agreement to permit

the Immediate Family and

Permitted Transferees

to continue to own and retain, directly or indirectly, Class A Shares to maintain control of the Company,

order to provide for the long-term, stable and consistent ownership and governance of the Company;

WHEREAS, in furtherance of such

purpose, the Existing Operating Agreement

conferred upon the

Managing Member the right to vote and to act with respect to the Class A Shares and Common Shares that

they (and/or their respective predecessors-in-interest) have contributed to the

LLC, subject to the terms and

conditions of this Agreement;

WHEREAS, contemporaneously with the execution of

this Agreement, the LLC, the Members

and

the Company have entered

into that certain Agreement

Regarding Conversion dated as

of the Restatement

Date, pursuant

to which

the Company

has agreed

to take

certain corporate

actions to

address the

fact that

the LLC and the Members have expressed

a potential interest in monetizing all or

a portion of the Common

Shares owned

by the

LLC and

the Common

Shares underlying

the Class A

Shares owned

by the

LLC, which

corporate actions

include (a) amending

and restating

the Restated

Charter,

(b) amending and

restating the

Company’s Bylaws,

and (c) effective upon the conversion

by the LLC of all Class A Shares

into Common

Shares, granting

the LLC

and the

Members certain

rights to

cause the

sale or

transfer of

Common Shares

owned by

the LLC

or such

Members to

be registered

under the

Securities Act,

in each

case, on

the terms

and subject

to the

conditions set

forth therein

(as amended

from time

to time,

the “Agreement

Regarding

Conversion”);

WHEREAS, the Board of

Directors of the Company

(taking into account the

recommendation of a

Special Committee of the Board

of Directors, consisting solely of

independent directors) has approved the

Company’s

execution and performance

by the Company

of the Agreement

Regarding Conversion and

the

actions and transactions contemplated thereby; and

WHEREAS, in

consideration of

the foregoing

and in

order to

facilitate the

conversion of

Class

Shares contemplated

by the

Agreement Regarding

Conversion, the

LLC and

the Members

hereby amend

and restate the

Existing Operating Agreement,

in accordance with

the Delaware Limited

Liability Company

Act, as follows:

ARTICLE I

DEFINED TERMS

1.1

Defined Terms.

“Agreement Regarding Conversion” has the meaning set forth in the Recitals.

“Applicable

Law”

means

all

applicable

provisions

(a) constitutions,

treaties,

statutes,

laws

(including the common

law), rules, regulations,

decrees, ordinances, codes,

proclamations, declarations or

orders of any Governmental Authority; (b) any

consents or approvals of any Governmental

Authority; and

opinions, injunctions, judgments, awards, decrees of,

agreements with, any Governmental Authority.

“Business” has the meaning set forth in Section 2.5(a).

“Capital Account” has the meaning set forth in Section 10.3.

“Capital Contribution” means,

for any Member,

the total amount

of cash and

cash equivalents and

the value of any property contributed to the LLC by such Member.

“Class A Shares” means Class A Common Stock, par value $0.01 per share, of the Company.

“Class A Unit”

means a

Unit representing

a fractional

part of

the Membership

Interests issued

the LLC in exchange for one Class A Share.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Shares” means Common Stock, par value $0.01 per share, of the Company.

“Common Unit” means a

Unit representing a fractional

part of the Membership

Interests issued by

the LLC

in exchange

for one

Common Share

or in

connection with

the conversion

of Class

A Shares

accordance with Section 7.2.

“Company” means Cal-Maine Foods, Inc., a Delaware corporation.

“Contributed Shares” has the meaning set forth in Section 5.1.

“Daughters’

Revocable

Trust”

means

the

Fred

Adams,

Jr.

Daughters’

Trust

formed

under

agreement dated July 20, 2018, of which

Adolphus B. Baker and Jean

Reed Adams serve as co-trustees

and

Fred

Adams,

Jr.

the

lifetime

beneficiary,

and

which

his

four

daughters

are

remainderman

beneficiaries.

“Delaware Act”

means the

Delaware Limited

Liability

Company Act,

Title 6,

Chapter 18,

§§ 18-

101,

et seq.

, and any successor statute, as it may be amended from time to time.

“Effective Date” has the meaning set forth in Section 5.2(a).

“Existing Operating Agreement” has the meaning set forth in the Recitals.

“Governmental

Authority”

means

any

federal,

state,

local

foreign

government

political

subdivision thereof,

or any

agency or

instrumentality of

such government

or political

subdivision, or

any

self-regulated organization or

other non-governmental regulatory

authority or quasi-governmental

authority

(to the extent

that the rules,

regulations or orders

of such organization

or authority have

the force of

law),

or any arbitrator, court or tribunal of competent jurisdiction.

“Immediate Family Member” has the meaning set forth in the Recitals.

“Initial Dissolution Date” has the meaning set forth in Section 2.6(a).

“Joinder” means the Joinder agreement in form and substance attached hereto as Exhibit C.

“Joinder

of Managing

Member”

means the

Joinder of

Managing Member

agreement in

form

and

substance attached hereto as Exhibit D.

“Managing

Member”

means,

initially,

Adolphus

Baker,

such

other

Member

may

designated or become a Managing Member pursuant to the terms of this Agreement.

“Member” means (a) each

Person identified on

Exhibit B as of

the date hereof

as a Member

and who

has executed this Agreement or a counterpart thereof; and (b) and each Person who is hereafter

admitted as

a Member

in accordance

with the

terms of

this Agreement

and the

Delaware Act,

in each

case so

long as

such Person is shown

on the LLC’s books and records as

the owner of one

or more Units or

has entered into

an agreement

or commitment

to contribute

Class A Shares

and/or Common

Shares in

exchange or

one or

more Units.

The Members shall constitute the

“members” (as that term is

defined in the Delaware Act)

the LLC.

“Members Schedule” has the meaning set forth in Section 3.1.

“Membership

Certificate”

means

certificate

issued

the

LLC

Member

evidencing

Units

owned by such Member in accordance with Article VI of this Agreement.

“Membership Interest” means

an interest in

the LLC owned

by a Member, including

such Member’s

right (based on the type and

class of Unit or Units held

by such Member), as applicable, (a) to

a distributive

of net

income,

net losses

and other

items of

income, gain,

loss

and deduction

of the

LLC;

(b) to

distributive share of the

assets of the LLC;

to or otherwise participate

in any decision

of the Members as provided in this Agreement; and (d) to any and all other benefits to

which such Member

may

entitled

provided

this

Agreement

the

Delaware

Act.

The

Membership

Interest

each

Member shall be expressed as a

number of Class A Units or Common Units,

which Units shall be equal to

the number of Class A

Shares or Common Shares,

as applicable, that such

Member contributed in

exchange

for such Units,

taking into account

permitted conversions and

redemptions.

Exhibit F sets forth,

as of the

Restatement Date,

the number

of Class A

Units and

Common Units

held by

each Member,

together with

the number Class A Shares or Common Shares, as applicable, contributed by or on behalf of such Member

in exchange for such Units.

“Non-Managing Member” means at any time each Member that is not the Managing Member.

“Permitted Transferee”

has the meaning set forth in the Recitals.

“Person”

means

individual,

corporation,

partnership,

joint

venture,

limited

liability

company,

Governmental Authority, unincorporated organization,

trust, association or other entity.

“Restated Charter” has the meaning set forth in the Recitals.

“Revocable

Trust”

means

the

Daughters’

Revocable

Trust

and

any

successor

the

Daughters’

Revocable Trust.

“Restatement Date” has the meaning set forth in the Preamble.

“

Securities Act

”

means the Securities

Act of 1933,

as amended, or

any successor federal

statute, and

the rules and regulations thereunder, which shall be in effect at the time.

“Tax Matters Member” has the meaning set forth in Section 14.6(a).

“Treasury

Regulations”

means

the

final

temporary

regulations

issued

the

United

States

Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Unit” means a unit representing a

fractional part of the Membership Interests

of the Members and

shall include all types

and classes of Units,

including the Class A Units

and the Common Units;

provided,

however, that

any type or

class of Unit

shall have the

privileges, preference, duties,

liabilities, obligations

and rights

set forth

in this

Agreement and

the Membership

Interests represented

by such

type or

class of

Unit shall be determined

in accordance with such

privileges, preference, duties,

liabilities, obligations and

rights.

1.2

Interpretation.

For

purposes

this

Agreement,

(a) the

words

“include,”

“includes”

and

“including”

shall

deemed

followed

the

words

“without

limitation”;

(b) the

word

“or”

not

exclusive; and (c) the

words “herein,” “hereof,”

“hereby,”

“hereto” and “hereunder”

refer to this

Agreement

as a whole.

The definitions given

for any defined

terms in this

Agreement shall apply

equally to both

the

singular and

plural forms

of the

terms defined.

Whenever the

context may

require, any

pronoun shall

include

the corresponding

masculine, feminine

and neuter

forms.

The headings

used herein

are for

convenience

only, are not

part of

the article,

section or

subsection to

which they

relate, and

are not

to be

used in

construing

the legal intent of this instrument.

Unless the context otherwise requires,

references herein:

(x) to Articles,

Sections, and Exhibits

mean the

Articles and Sections

of, and Exhibits

attached to, this

Agreement; (y) to

agreement,

instrument

other

document

means

such

agreement,

instrument

other

document

amended, supplemented

and modified

from time

to time

to the

extent permitted

by the

provisions thereof

and (z) to a statute means such statute as amended from time to time and includes any successor legislation

thereto and any regulations promulgated

thereunder.

This Agreement shall be construed without

regard to

any presumption or rule requiring

construction or interpretation against the

party drafting an instrument or

causing any

instrument to

be drafted.

The Exhibits

referred to

herein shall

be construed

with, and

as an

integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

ARTICLE II

ORGANI

ATION

2.1

Formation.

(a)

The LLC was

formed on or

prior to July 20, 2018,

pursuant to the

provisions of the

Delaware Act, upon the filing of the Certificate of Formation

of the LLC with the Secretary

of State of the

State of Delaware.

(b)

This Agreement

shall constitute

the “limited

liability company

agreement” (as

that

term is used in

the Delaware Act) of the LLC.

The rights, powers, duties,

obligations and liabilities of

the

Members

shall

determined

pursuant

the

Delaware Act

and

this Agreement.

the

extent

that

the

rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of

this Agreement

than they would

be under the

Delaware

Act in the

absence of such

provision, this

Agreement

shall, to the extent permitted by the Delaware Act, control.

2.2

Name.

The name

of the

LLC is

“DLNL, LLC”

or such

other name

or names

as the

Managing

Member may from time

to time designate; provided,

however, that the name shall always

contain the words

“Limited

Liability

Company”

the

abbreviation

“L.L.C.”

the

designation

“LLC.”

The

Managing

Member shall give prompt notice to each of the Members of any change to the name of the LLC.

2.3

Principal

Office.

The

principal

office

the

LLC

located

c/o

Cal-Maine

Foods,

Inc., 1052 Highland Colony Pkwy, Suite

200, Ridgeland, MS 39157, or such other place as may from time

to time be determined

by the Managing Member.

The Managing Member shall

give prompt notice of any

such change to each of the Members.

2.4

Registered Office; Registered Agent.

(a)

The

registered

office

the

LLC

shall

251 Little

Falls

Drive,

Wilmington,

19808 or

such other

office (which

need not

be a

place of

business of

the LLC)

as the

Managing Member

may designate from time to time in the manner provided by the Delaware Act and

Applicable Law.

(b)

The registered agent for service of process on the

LLC in the State of Delaware shall

be Corporation Service Company or such other Person or Persons as the Managing Member may designate

from time to time in the manner provided by the Delaware Act and

Applicable Law.

2.5

Purpose; Powers.

(a)

The

purpose

the

LLC

acquire,

vote

and

hold,

either

alone

with

other

Persons,

securities

the

Company,

convert

Class A

accordance

with

Section 7.2,

transfer

Common Shares in redemption of Common Units in accordance with Section 7.3 and to engage in any and

all

activities

necessary

incidental

thereto

(the

“Business”).

The

LLC

shall

not

engage

any

other

operating or investment activities.

(b)

The LLC shall have all the powers necessary or convenient to carry out the purposes

for which it is formed, including the powers granted by the Delaware Act.

2.6

Term

(a)

Initial Dissolution Date.

The term of the LLC commenced on the date the

Certificate of Formation of the LLC was filed with the Secretary of State of the State of Delaware.

The

LLC shall continue until the tenth anniversary after the death of Fred R. Adams, Jr. (the “Initial

Dissolution Date”), unless renewed or sooner dissolved and terminated as herein provided.

(b)

Extension.

Prior to the Initial Dissolution Date, subject to the consent of Members

holding no less than a majority of the voting power of the Units at the time, the Managing Member may

elect to extend the term of the LLC and this Agreement for an extended term of up to ten years after the

Initial Dissolution Date.

In such event, not later than thirty days prior to the Initial Dissolution Date, the

Managing Member shall notify all other Members that the initial term of the LLC will be extended and the

date, not later than ten years after the Initial Dissolution Date, of the extended dissolution date (the

“Extended Dissolution Date”).

(c)

Additional Extensions.

Prior to the Extended Dissolution Date, subject to the

consent of Members holding no less than a majority of the voting power of the Units at the time, the

Managing Member may elect to extend the term of the LLC and this Agreement for an additional

extended term of up to ten years after the Extended Dissolution Date, and may further elect to

successively extend the term of the LLC and this Agreement for additional extended terms of up to ten

years each after the last applicable subsequent extended dissolution date (“Subsequent Extended

Dissolution Date”).

In such event, not later than thirty days prior to the applicable Subsequent Extended

Dissolution Date, the Managing Member shall notify all other Members that the term of the LLC will be

extended and the date, not later than ten years after the last Subsequent Extended Dissolution Date, of the

new Subsequent Extended Dissolution Date.

(d)

Notwithstanding the foregoing,

the LLC may be

earlier dissolved and

terminated as

provided in Article XV.

2.7

Tax

Status of the LLC.

At all times that the LLC

has only one Member,

the LLC shall be

disregarded for

federal and,

if applicable,

state and

local income

tax purposes.

At all

times that

the LLC

has more than

one Member,

the Members intend

that the LLC

shall be treated

as a partnership

for federal

and, if applicable, state and local

income tax purposes, and, to the

extent permissible, the LLC shall elect

treated

partnership

for

such

purposes.

The

Managing

Member

shall

cause

prepared

and

provided to

each Member

all necessary

or appropriate

income tax

information, including,

if requested

such Member, a copy of the federal, state and local income tax or information returns for each taxable year

of the

LLC.

The LLC

and each

Member shall

file all

tax returns

and shall

otherwise take

all tax

and financial

reporting

positions

manner

consistent

with

such

treatment

and

Member

shall

take

any

action

inconsistent with such treatment.

2.8

No State Law Partnership.

No provisions of this Agreement shall be deemed

or construed

constitute

the

LLC

partnership

(including

limited

partnership)

joint

venture,

any

Member

partner or joint

venturer of or

with any other

Member, for

any purposes other

than federal, state

and local

tax purposes.

ARTICLE III

UNITS

3.1

Units Generally.

The Membership Interests of the Members shall be represented by issued

and outstanding Units, which may be divided into

one or more types or classes.

Each type or class of Units

shall have the

privileges, preferences, duties,

liabilities, obligations and

rights, including voting

rights, set

forth in this

Agreement with respect

to such type

or class.

The Managing Member

shall maintain a

schedule

of all Members, their respective

mailing addresses and the amount

and type and class of

Units held by them

(the

“Members

Schedule”).

Such

Schedule

shall

used

establish

the

initial

Membership

Interest

and such Schedule shall be

deemed to be automatically updated

for any

subsequent changes

reflected in

the Membership

Interest

Such information

with respect

to the

Members as of

the Restatement Date

is attached hereto

as Exhibit F.

The only Units

that may initially

issued are

(a) one Class A Unit

for each

Class A Share

contributed to the

LLC, (b) one Common

Unit for

each

Common

contributed

the

LLC

and

issuance

Common

Units

upon

conversion

Class A Units in accordance with Section 7.2(b).

Each Class A Share contributed to the

LLC in the future

will entitle the Member making

the contribution to one Class A Unit

and each Common Share contributed

to the LLC in the future will entitle the Member making the contribution to one Common Unit.

3.2

Authorization and Issuance

of Class A Units.

Subject to compliance

with the terms

of this

Agreement, the LLC

is hereby authorized

to issue a

class of Units

designated as Class A

Units.

As of the

Restatement Date, there are

4,800,000 Class A Units issued

and outstanding to the

Members in the amounts

set forth on Exhibit F hereto.

3.3

Authorization and Issuance

of Common Units.

Subject to compliance

with the terms

this Agreement, the LLC is hereby authorized to

issue a class of Units designated as Common

Units.

As of

the Restatement

Date, there

are 1,087,956

Common Units

issued and

outstanding to

the Members

in the

amounts

set forth

on Exhibit

F hereto.

The LLC

will

issue additional

Common Units

for

any additional

Common Shares contributed and, upon conversion of Class A Shares, as provided in Section 7.2.

3.4

Certificates

Representing

Units.

The

Managing

Member

shall

issue

Membership

Certificates

the

Members

representing

the

Units

held

such

Member

the

form

attached

hereto

Exhibit A, including the legend set forth thereon.

ARTICLE IV

MEM

ERS

4.1

Admission of New Members.

(a)

New Members may be admitted from time to time (i) in connection with an issuance

of Units

by the

LLC, subject

to compliance

with the

applicable provisions

of this

Agreement, and

(ii) in

connection

with

transfer

Units,

subject

compliance

with

the

provisions

this

Agreement.

Notwithstanding any provision herein to the contrary, no Person shall be admitted as a Member of the LLC

unless such Person is an Immediate Family Member or a Permitted Transferee.

(b)

In order

for any

Person not

already a

Member of

the LLC

to be

admitted as

a Member,

whether pursuant to

an issuance or

transfer of Units,

such Person shall

have executed and

delivered to the

LLC a written

undertaking substantially in

the form of

the Joinder

attached hereto as

Exhibit C. Upon the

amendment of the

Members Schedule by

the Managing Member

and the satisfaction

of any other

applicable

conditions, including, if

a condition, the

receipt by the

LLC of additional

Class A

Shares or Common

in exchange for

the issuance of

the applicable

Units, such

Person shall

be admitted

as a

Member and deemed

listed as such on the books and

records of the LLC and thereupon shall

be issued his, her or its Units.

The

Managing Member shall also adjust the

Capital Accounts of the Members as necessary in accordance

with

Article X.

4.2

No Personal

Liability.

Except as

otherwise provided

in the

Delaware Act,

by Applicable

Law or

expressly in

this Agreement,

no Member

will be

obligated personally

for any

debt, obligation

liability of

the LLC

or other

Members, whether

arising in

contract, tort

or otherwise,

solely by

reason of

being a Member.

4.3

No Withdrawal.

A Member shall not cease to

be a Member as a result

of the bankruptcy of

such Member

or as

a result

of any

other events

specified in

§18-304

of the

Delaware Act.

So long

as a

Member continues

to hold

any Units,

such Member

shall not

have the

ability

to withdraw

or resign

as a

Member

prior

the

dissolution

and

winding

the

LLC

and

any

such

withdrawal

resignation

attempted withdrawal

or resignation by

a Member

prior to the

dissolution or winding

up of the

LLC shall

be null and

void.

As soon as

any Person who

is a Member

ceases to hold

any Units, such

Person shall no

longer be a Member.

4.4

Death.

The death of

any Member shall

not cause the

dissolution of the

LLC, and the

LLC

and its business shall be continued

by the remaining Member or Members.

In such event the Units

owned

by the deceased

Member shall automatically

be transferred to

such Member’s heirs; provided,

however, that

such heirs shall not be admitted as Members

of the LLC unless such heirs are Immediate Family

Members

Permitted Transferees

and

such

Members

shall

not

entitled

receive

Membership

Certificate

their names or receive any distributions from the LLC until they sign a written undertaking substantially in

the form of the Joinder attached hereto as Exhibit C.

4.5

Voting

(a)

Except

otherwise

provided

this Agreement

otherwise

required

the

Delaware Act or

Applicable Law:

(i)

each

Member

shall

entitled

ten

votes

per

Class A

Unit

all

matters

upon which the Members have the right to vote under this Agreement; and

(ii)

each Member

shall be

entitled to

one vote

per Common

Unit on

all matters

upon which the Members have the right to vote under this Agreement.

(b)

the

full

extent

permitted

law,

Members

shall

have

right

vote

any

matters

under

this

Agreement,

the

Delaware

Act

otherwise

except

expressly

provided

this

Agreement.

ARTICLE V

CONTRI

UTION OF COMPANY SHARES

5.1

Shares to

be Contributed

to LLC.

All outstanding

Class A Shares

held or

owned at

any

time by any Member (including any Class A Shares acquired by

any Member after the date of the Existing

Operating

Agreement

and

before

the

dissolution

the

LLC),

and

the

Common

held

the

Revocable Trust, shall be contributed hereunder

and accepted by,

and transferred to, the LLC, in exchange

for Units.

Except as provided in this Section 5.1, each Member shall have the right, but not the obligation,

to contribute Common Shares to the LLC from time to time in exchange for Units with

the prior consent of

the Managing

Member.

Any and

all shares

contributed to

the LLC

(including shares

issued upon

conversion

of Class

Shares contributed

to the

LLC), less

shares exchanged

by the

LLC upon

redemptions of

Common

Units, are referred to herein as “Contributed Shares.”

5.2

Contribution of Shares.

(a)

Following the date that

the Restated Charter is

filed with the Secretary of

State of the

State

of Delaware

and becomes

effective (the

“Effective Date”),

each Member

shall promptly

contribute

and transfer to

the LLC all

stock certificates representing

Class A Shares owned or

later acquired by

such

Member, duly

endorsed in

blank, or

accompanied by

proper instruments

of assignment

and transfer

duly

executed in

blank or

(and accompanied

by any

revenue stamps

required for

the transfer),

in exchange

for

Membership

Certificates

issued

hereunder

the

form

herein

provided.

Any

Member

who

acquires

ownership of

any Class A Shares

after the

date of

the Existing

Operating Agreement shall

contribute and

transfer such shares to the LLC no later than thirty (30) days after acquiring such shares.

(b)

Following the

receipt of

Common Shares

by the

Revocable Trust,

but no

later than

the time that

Class A Shares are contributed to

the LLC following the

Effective Date, the

Revocable Trust

shall contribute

and transfer

to the

LLC all

stock certificates

representing Common

Shares listed

with respect

to the

Revocable Trust, duly

endorsed in

blank, or

accompanied by

proper instruments

of assignment

and

transfer duly

executed in

blank or

(and accompanied

by any

revenue stamps

required for

the transfer),

exchange for Membership Certificates issued hereunder in the form herein provided.

(c)

The LLC shall accept such contributions and hold

all shares so contributed under the

terms and conditions of this Agreement.

Such contribution of Class A Shares and Common Shares and the

acceptance

Membership

Certificates

Person,

subject

the

provisions

Section 4.1,

shall

cause

such Person to become a Member hereunder subject to all the terms and conditions of this Agreement.

(d)

The contribution of Class A Shares and Common Shares to the LLC hereunder shall

constitute an assignment and transfer to the LLC of full legal title to

such shares, and shall vest in the LLC

all rights and powers of every

nature incident to ownership of such

shares, including the right to vote

such

shares,

subject

only

the

limitations

specifically

set

forth

herein,

including

the

prohibition

sales,

dispositions or transfers of such shares by the LLC except as permitted in Sections 7.2 and 7.3.

(e)

Promptly

upon

receipt

from

time

stock

certificates

representing

Contributed Shares,

the LLC

shall cause

the certificates

to be

surrendered to

the Company

and cancelled

and new certificates issued therefor to, and in the name of, the LLC, and shall cause the LLC ownership

legal title pursuant to this Agreement to be

entered in the stock transfer

records of the Company and

noted

on the newly issued certificates.

5.3

Inspection, Disclosure and Public Filing of

the Agreement.

The Managing Member shall

cause a copy of this Agreement to be delivered to the principal place of business of the Company and shall

request that the Company

make a copy of

this Agreement open to

the inspection of any

stockholder of the

Company

or Member

at the

principal place

business

of the

Company

during

ordinary business

hours.

The

parties

hereto

recognize

and

understand

that

copy

this

Agreement

may

also

disclosed

and

publicly filed with the Securities and Exchange Commission.

ARTICLE VI

MEM

ERSHIP CERTIFICATES

6.1

Issuance of Membership Certificates.

All Contributed Shares at any time delivered to the

LLC hereunder or acquired by

the LLC as provided in

this Agreement shall be held

by the LLC and voted

by the Managing Member under and pursuant to the terms

and conditions of this Agreement.

The LLC, in

exchange for the shares so contributed or

otherwise held hereunder, shall

cause to be issued and delivered,

Membership Certificates to

Members for the

appropriate number of

Class A Shares or

Common Shares held

hereunder.

6.2

Form of Certificates.

The Membership Certificates

issued pursuant to

this Agreement shall

be substantially

in the

form set

forth in

Exhibit A attached

hereto (or

in such

other form

as the

Managing

Member determines).

6.3

Replacement of

Certificates.

The LLC,

in such

manner as

the Managing

Member in

his

sole

discretion

may

prescribe

with

respect

indemnity

otherwise,

shall

provide

for

the

issuance

and

delivery of new Membership

Certificates in lieu of

lost, stolen or destroyed

Membership Certificates or in

exchange for mutilated Membership Certificates.

6.4

Membership

Interest

The

Managing

Member

shall

maintain

registration

Membership Interests in

the books

and records of

the LLC of

the holders of

Membership Certificates and

shall make

such register

available to

the Members

upon written

request.

Such books

and records

shall record

the

issuance

and

any

transfer

Membership

Certificates

and

shall

contain

the

names

and

addresses

Members and

the number

of Units

represented by

the Membership

Certificates, and

the dates

when they

became the owners

thereof.

Such register shall

be kept at

the principal office

of the LLC

or at such

other

place as the Managing Member shall determine and set forth in a written notice given to all Members.

6.5

Record

Date.

Whenever

the

stock

transfer

books

the

Company

are

closed

for

any

purpose, the Managing Member shall also close the books and

records of Membership Certificates for such

period, and

whenever a

record date

is properly

fixed as

a record

date of

the Company, the

Managing Member

shall use the same record date for any rights consequent thereon.

The

Managing

Member,

his

discretion,

may

also

fix

record

date

which

the

Members

entitled to take any action may be determined.

The Managing Member shall send or

cause to be sent to all Members,

as registered in the books and

records

the

LLC,

copies

all

requests,

notices,

proxy

statements

and

other

documents

sent

the

Company to its shareholders, promptly upon their becoming available

ARTICLE VII

REDEMPTION OR CONVERSION OF SHARES

7.1

No Redemption

of Class A Shares.

A Member

shall not

be permitted

to redeem,

and the

LLC and Managing Member shall have no power or right to redeem from any Member, Class A Units, and

no Member shall have any right to receive from the LLC Class A Shares, in each case, until the dissolution

and liquidation of the LLC.

Any purported redemption of Class A Units or receipt of Class A Shares from

the LLC before the dissolution and liquidation of the LLC shall be void.

7.2

Conversion.

Except as

otherwise permitted

by Section 12.5(a)(vii)

or Section 12.7,

the LLC

shall

not

convert

any

Class A

held

the

LLC

into

Common

during

the

term

this

Agreement.

the

Managing

Member

converts

any

all

the

Class A

held

the

LLC

accordance with either Section 12.5(a)(vii) or Section 12.7, then:

(a)

the Common Shares received by the LLC upon such

conversion shall be held, voted

and/or transferred by the LLC in accordance with the provisions of this Agreement;

(b)

each

Member’s

Class A

Units

shall

automatically

convert

into

the

number

Common Units equal to the number of Common Shares

issued upon conversion with respect to the Class A

Shares underlying such Member’s Class A Units; and

(c)

order

evidence

that

such

conversion

Class A

Units

has

occurred,

each

Member shall promptly exchange his

or her Membership Certificate(s)

formerly representing Class A

Units

for

Membership

Certificate

representing

Common

Units,

which

exchange

will

made

compliance

with Article VI.

7.3

Redemption of Common Shares.

A Member shall be permitted to redeem Common Units

in exchange for an

equivalent number of Common Shares

prior to the dissolution

of the LLC from time

time, upon the surrender of the corresponding Membership Certificate or Certificates, as follows:

(a)

Redemption to Facilitate a Transfer or Sale of Underlying Common Shares.

Member may request to redeem Common Units in exchange for an equivalent number of Common Shares

to effect a transfer or sale of underlying Common Shares, but only if such transfer or sale is in compliance

with the Agreement Regarding Conversion and applicable federal and state securities laws.

(b)

Redemption to Facilitate a Transfer to a Charitable Donor Advised Fund.

Member may request to redeem Common Units in exchange for an equivalent number of Common Shares

to effect a transfer to a charitable donor advised fund.

(c)

Other Redemptions of Common Units.

In addition, a Member may request to

redeem Common Units in exchange for an equivalent number of Common Shares, which the Managing

Member from time to time may approve.

(d)

Redemption Request.

The Member requesting a redemption shall submit a written

redemption request to the Managing Member substantially in the form prescribed in Exhibit E attached

hereto.

(e)

Manner of Redemption.

Upon approval of the form and substance of any such

redemption request by the Managing Member and the surrender for cancellation of such Members’

Membership Certificate representing Common Units, the Managing Member shall (i) cause a certificate

representing Common Shares to be transferred to and registered in the name of such Member equal to the

number of Common Units being redeemed, and (ii) issue a new Membership Certificate to the Member

representing the number of Common Units that are not being redeemed and that will continue to be owned

by such Member after the redemption, if any.

7.4

Transfers

of Shares.

The LLC shall not

sell, dispose of or

otherwise transfer any

Class

Shares or Common Shares

during the term of this

Agreement, except as permitted

in Sections 7.2 and 7.3.

In the

event there

is a

desire to

sell, dispose

of or

transfer Common

Shares held

by the

LLC, such

first

delivered

the

Member

redemption

such

Member’s

Membership

Certificate

pursuant

Section 7.3, and any such sale, disposition or transfer shall be effected by the Member.

ARTICLE VIII

TRANSFERS OF MEM

ERSHIP INTERESTS

8.1

Permissible

Transfers;

Restrictions

Transfer.

person

other

than

Immediate

Family Member or Permitted Transferee may be a Member hereunder.

The Members hereby agree that none of the Membership

Interests, the Membership Certificates nor

any interest in

any of the

foregoing may be

transferred (whether directly

or indirectly, and including by

sale,

lease,

assignment,

pledge,

encumbrance,

hypothecation,

gift,

bequest,

appointment,

operation

law

otherwise)

any

Person

except

(i) an

Immediate

Family

Member

Permitted

Transferee

may

transfer

Membership

Interests

and

Membership

Certificates

another

Immediate

Family

Member

Permitted Transferee,

provided that such

permitted transferee

shall not

be admitted as

a Member

until he,

she or

it executes

a form

of joinder

substantially in

the form

set forth

in Exhibit C

attached hereto

(or in

such other form as

the Managing Member determines)

or (ii) a transfer by

the Managing Member permitted

Section 12.7.

The

Managing

Member

shall

not

any

transfer

except

compliance

with

this

Agreement.

Any

purported

transfer

Membership

Interests

Membership

Certificates

other

than

accordance

with

the

terms

this

Agreement

shall

void.

Not

limitation

the

generality

the

foregoing, Membership

Interests, including

any rights

to profits,

losses or

distributions associated

therewith,

transferred on death to

any person who is

not an Immediate Family

Member or Permitted Transferee

shall

be void.

8.2

Transfers.

Subject to the

foregoing, the Membership

Certificates and Membership

Interests

represented thereby shall be transferable

on the books of the

LLC by the holders of

record thereof, subject

to such procedures as may be required by the Managing Member for that purpose.

Until so transferred, the

Managing

Member

may

treat

the

existing

Member

the

owner

the

Membership

Certificates

for

all

purposes.

As a condition of making or permitting

any transfer or delivery of Membership Certificates,

the

Managing Member may require

the payment of a

sum sufficient to pay or

reimburse the Managing Member

or the

LLC for

any stamp

tax or

other governmental

charge

connection therewith

or any

other charge

applicable to such transfer or delivery.

The Managing Member shall have

the sole discretion to determine

whether a person is eligible

to be

a Member pursuant to this Agreement.

8.3

Transferees

Bound

Agreement.

Every

Immediate

Family

Member

and

Permitted

Transferee

who

acquires

Membership

Certificates

and

admitted

Member

accordance

with

this

Agreement shall, with respect thereto and

by the acceptance thereof, become a party

hereto with like force

and

effect

though

original

party

hereto

and

shall

embraced

within

the

meaning

the

term

“Member” wherever used herein.

8.4

Other

Requirements

for Transfers.

In addition

to the

other restrictions

set

forth in

this

Agreement, and

notwithstanding any

other provision

of this

Agreement, each

Member agrees

that it

will

not, directly or indirectly, transfer any of its Units, and the LLC agrees that it shall not issue any Units:

(a)

except

permitted

under

the

Securities Act

and

other

applicable

federal

state

securities

blue

sky

laws,

and

then,

with

respect

transfer

Units,

requested

the

Managing

Member, only upon delivery to

the LLC of an opinion

of counsel in form and

substance satisfactory to the

Managing Member to the effect that such transfer may be effected without registration under the Securities

Act;

(b)

such

transfer

issuance

would

affect

the

LLC’s

existence

qualification

limited liability company under the Delaware Act;

(c)

if such transfer or

issuance would cause the

LLC to lose its

status as a partnership

for

federal income tax purposes; or

(d)

if such transfer or issuance would cause a termination of the LLC for federal income

tax purposes.

ARTICLE IX

DIVIDENDS AND CERTAIN CHANGES TO STOC

9.1

LLC to Distribute Cash Dividends.

Each Member shall be entitled during the term of this

LLC,

except

may

otherwise

provided

herein,

receive

from

time

payments

equal

the

dividends payable

in cash, received

by the LLC

with respect to

his, her or

its Contributed Shares,

and the

Managing Member

shall distribute

such cash

to the

Members on

a pro

rata basis,

provided that

the Managing

Member may first deduct any charges and

expenses or taxes incurred by the

LLC or the Managing Member

in connection with the administration of the LLC.

9.2

Distributions other than Cash.

(a)

In the

event the

LLC shall

receive any

dividend or

distribution other

than cash

as a

result of a dividend or

other distribution in respect of

any Contributed Shares, the Managing

Member may

determine

hold

such

distribution

subject

this Agreement

his

sole

discretion,

provided

that

the

distribution

consists

Class A Shares

any

security

that

has

greater

voting

power

than

the

Common

Shares, the Managing Member shall hold such distribution subject to this Agreement.

(b)

If the

distribution consists

of Class A Shares

or any

security that

has greater

voting

power than

the Common

Shares, additional

Membership Certificates

shall be

issued to the

Members entitled

to such distribution as shown in the books and records of the LLC.

(c)

For distributions other than

cash and Class A Shares or any

security that has greater

voting power than the Common Shares:

(i)

if the Managing Member

determines to hold such

distribution subject to this

Agreement,

appropriate,

additional

Membership

Certificates

shall

issued

the

Members entitled to such distribution as shown in the books and records of the LLC; and

(ii)

the

Managing

Member

determines

not

hold

such

distribution,

the

Managing Member shall pass through the distribution to the

Members in proportion to their

respective Membership Interests.

(d)

If rights to subscribe

to purchase or acquire

any shares of capital

stock or other assets

the

Company

should

inure

the

LLC

respect

Contributed

Shares,

the

Managing

Member

shall

notify

the

Members.

Upon

the

written

direction

the

Member

relating

the

Membership

Certificates

issued with respect to

such Contributed Shares, accompanied

by a capital contribution

of the funds from

the

Member required

for such

purpose, the

Managing Member

shall cause

the LLC

to exercise

such rights

for,

purchase

acquire

such

stock

other

assets

with

respect

such

Contributed

Shares.

In the

event that

any additional

shares of

stock of

the Company

so acquired

by the

LLC shall

Class A

Shares, or

other securities

that the

Managing Member

determines not

to distribute

to Members,

such

shall

thereupon

subject

all

the

terms

and

conditions

this Agreement

and,

appropriate,

additional Membership Certificates shall be issued to such Members.

9.3

Distributions

Violation

Law.

Notwithstanding

any

provision

the

contrary

contained in

this Agreement, the

LLC shall not

make any distribution

to Members if

such distribution

would

violate § 18-607 of the Delaware Act or other Applicable Law.

9.4

Certain

Changes

Class A

Common

Shares.

the

event

any

(i) subdivision, combination,

reclassification, recapitalization

or other

change of

Class A Shares

or Common

Shares, or (ii) any merger to

which the Company is

a constituent entity, in each case as

a result of which the

Class A Shares and Common Shares are converted into or exchanged

for capital stock or other securities of

the Company or

successor company, then, unless the

Managing Member determines

to distribute such

stock

or other securities to the Members:

(i) such stock and other securities shall be retained by the LLC subject

to all the terms and conditions of

this Agreement, (ii) if appropriate, additional or

replacement Membership

Certificates shall be issued

to such Members and

(iii) unless the Managing Member

determines otherwise,

all references in

this Agreement to

Contributed Shares shall

be deemed to

include reference

to such stock

and other securities.

ARTICLE X

CAPITAL CONTRI

UTIONS; CAPITAL ACCOUNTS

10.1

Initial

Capital

Contributions.

Contemporaneously

with

the

execution

the

Existing

Operating

Agreement

and

set

forth

Exhibit B

the

Existing

Operating

Agreement,

each

initial

Member owning

Class A Units

has contributed

an equivalent

number of

Class A Shares,

and each

initial

Member owning Common

Units has contributed

an equivalent number

of Common Shares,

which represent

each such

Member’s initial

Capital Contribution

giving rise

to such

initial Member’s

initial Capital

Account.

10.2

Additional Capital

Contributions.

Except as

provided herein,

including Section 5.1

and

Section

12.13, no Member shall be required to

make any additional Capital Contributions to the LLC.

Any

future Capital

Contributions made

by any

Member shall

be made

only with

the consent

of the

Managing

Member and

the contributing

Member in

compliance with

this Agreement;

provided, however,

that each

Member and

the Managing

Member hereby

consent to

the requirement

of each

Member to

contribute all

Class A Shares that it owns during the term of the LLC to the LLC as provided in Section 5.1.

10.3

Maintenance of

Capital Accounts.

The LLC

shall establish,

and the

Managing Member

shall maintain for

each Member, a separate capital

account (a “

Capital Account

”) on its

books and records.

Unless otherwise

determined by

the Managing

Member,

the Capital

Account of

each such

Member shall

consist

of such

Member’s

capital contribution,

increased

by each

such Member’s

respective share

of net

income (including exempt income) and additional capital contributions, if any, and decreased by each such

Member’s

respective

net losses

(including

nondeductible

losses and

expenses)

and

distributions

from the LLC.

10.4

Succession

Upon

Transfer.

the

event

that

any

Units

are

transferred

Immediate

Family Member or a

Permitted Transferee

in accordance with the

terms of this Agreement,

the Immediate

Family Member

or Permitted

Transferee, as

applicable, shall

succeed to

the Capital

Account of

the transferor

to the extent it relates to

the transferred Units and shall receive

allocations and distributions pursuant to this

Agreement in respect of such Units.

10.5

Treasury

Regulations.

The

provisions

this

Agreement

relating

the

maintenance

Capital

Accounts

are

intended

comply

with

Section

704

the

Code

and

Section

1.704-1(b)

the

Treasury

Regulations

and

shall

interpreted

and

applied

manner

consistent

with

such

Treasury

Regulations.

ARTICLE XI

ALLOCATIONS

11.1

Allocation of Net

Income and Net

Loss.

For each

fiscal year

(or portion thereof),

except

as otherwise provided

in this Agreement,

net income and

net loss (and,

to the extent

necessary,

individual

items of income, gain, loss

or deduction) of the LLC

shall be allocated among the

Members in accordance

with their respective Membership Interests.

11.2

Tax Allocations.

All income, gains,

losses and deductions

of the LLC

shall be allocated,

for

federal, state and local income tax purposes, among the Members in accordance with the allocation of such

income, gains, losses

and deductions among

the Members for

computing their Capital

Accounts, except that

if any

such allocation

for tax

purposes is

not permitted

by the

Code or

other Applicable

Law,

the LLC’s

subsequent income, gains, losses and

deductions shall be allocated among

the Members for tax purposes,

the

extent

permitted

the

Code

and

other

Applicable

Law,

reflect

nearly

possible

the

allocation set forth herein in computing their Capital Accounts.

ARTICLE XII

MANAGEMENT OF LLC; VOTING AND OTHER RIGHTS AND POWERS OF MEM

ERS

12.1

Management of

the LLC.

The business

and affairs

of the

LLC shall

be managed

by the

Managing Member.

Subject to the provisions

of this Agreement, the

Managing Member shall have

full and

complete

discretion

manage

and

control

the

business

and

affairs

the

LLC,

make

all

decisions

affecting the business

and affairs of

the LLC and

to take all

such actions as

the Managing Member

deems

necessary or

appropriate to

accomplish the

purposes of

the LLC.

The actions

of the

Managing Member

taken in

accordance with

the provisions

of this

Agreement shall

bind the

LLC.

No other

Member of

the

LLC shall have any authority or right to act on behalf of or bind

the LLC, unless otherwise provided herein

or unless specifically authorized by the Managing Member.

Notwithstanding the foregoing,

the Managing Member

shall provide regular

reports and information

about the

LLC to

the other

Members and

keep them

informed and

up to

date on

the activities

of the

LLC

and of the Managing Member.

12.2

Managing

Member

Rights

and

Powers

Subject

Section 12.4

and

Section 12.5,

the

Managing Member, acting on behalf of the LLC,

shall possess and shall be entitled

to exercise all the rights

and

powers

owners

all

the

Contributed

held

hereunder

vote

for

every

purpose

and

consent

any

and

all

corporate

acts

the

Company.

Without

limiting

the

foregoing,

but

subject

Section 12.4 and Section 12.5,

the Managing Member,

acting on

behalf of the

LLC, shall have

the following

authority

with respect

to the

Contributed Shares:

(i) to

nominate candidates

for election

or reelection

directors of

the Company;

(ii) to take

any of

the actions

contemplated by

Section 12.5(b); (iii) to

propose

business

(including

amendments

the

Bylaws

the

Company)

for

action

the

stockholders

the

Company; and (iv) to cause the

calling of a special meeting

of stockholders (to the extent

stockholders are

permitted to call special meetings of stockholders in

accordance with the Restated Charter or the Bylaws

the Company).

Such rights and powers shall

cease upon the actual delivery

to the Member of a

certificate

issued

by the

Company representing

any Company

shares held

hereunder in

exchange for

the Member’s

Membership Certificates

upon a

permitted redemption/withdrawal

or dissolution

and liquidation

of the

LLC,

as provided in this Agreement.

It is expressly stipulated that no right to

vote or to consent or to be consulted

in respect to any such

shares is created

in or passes

to any Member

by or under

any Membership Certificate,

or by or

under this

Agreement, or by or under any other agreement, express or

implied, except as provided in Section 12.4 and

Section 12.5.

12.3

Contributed

Voted

Unit.

The

Managing

Member

shall

vote

the

Contributed

take

any

other

action

with respect

such

unit

accordance

with

his

determination

or,

applicable,

provided

Section 12.4

and

Section 12.5.

Notwithstanding

the

foregoing, the Managing Member

may cumulate votes for

the election of directors

of the Company in

any

manner the

Managing Member

may determine,

if cumulative

voting is

permitted by

the Company’s

then-

current certificate of incorporation.

12.4

Failure to Achieve a

Majority if there

is more than

one Managing Member.

In the event

there

any

time

than

one

Managing

Member,

and

the

event

the

failure

the

Managing

Members to achieve a majority vote with respect to the exercise of the right to

vote the Contributed Shares

with respect to any proposal submitted to a shareholder vote, the Managing Members shall promptly notify

all

Members

the

proposal.

The

Managing

Members

shall

thereupon

vote

all

Contributed

held

hereunder

with

respect

each

such

proposal

directed

the

affirmative

vote

Members

holding

Membership Certificates representing no less than a majority of the voting power of the Units at the time.

12.5

Certain Transactions Require Joint Consent

of Managing Member

and Non-Managing

Members.

(a)

Joint Consent Required for LLC Actions.

Joint consent of the Managing Member,

and of Members holding no less than a majority of the voting power of the Units at the time, shall be

required for any of the following actions relating to this Agreement and/or the LLC:

(i)

Subject to

Section 18.3, the

material amendment,

modification or

waiver of

the

Certificate

Formation

the

LLC

this

Agreement

merger

the

LLC

with

another entity or the conversion

of the LLC into another

entity; provided, however,

that the

Managing

Member

may,

without

the

consent

any

other

Member,

amend

the

Member

Schedule

following

any

new

issuance,

redemption,

repurchase

transfer

Membership

Interests in accordance with this Agreement even if material;

(ii)

the making of any

material change to the

nature of the Business

conducted by

the LLC or enter into any business other than the Business;

(iii)

the

issuance

additional

Membership

Interests

admission

additional

Members to the LLC except as permitted by this Agreement;

(iv)

the

incurrence

any

indebtedness

obligations

the

LLC

excess

amounts required by the Managing Member to pay the

ordinary taxes, costs and expenses of

the LLC (the repayment of

any such obligations to be

financed by the Managing Member

retaining a portion of the dividends paid on the Class A Shares and Common Shares);

(v)

the

making

any

material

loan,

advance

capital

contribution

any

Person;

(vi)

entering

into or

effecting

any material

transaction not

contemplated by

this

Agreement; or

(vii)

converting any Class A Shares into Common Shares.

(b)

Joint Consent Required for Company Action.

Joint consent of the Managing

Member, and of Members holding no less than a majority of the voting power of the Units at the time,

shall be required for any proposal submitted for shareholder approval by the Company for:

(i)

a merger

or consolidation

transaction which

requires the

vote of

the holders

the

Company’s

Class A

and/or

Common

under

the

Delaware

General

Corporation Law as then in effect;

(ii)

a sale, lease or exchange of all, or substantially all, the property and assets of

the Company which

requires the vote

of the holders

of the Company’s Class A

Shares and/or

Common Shares under the Delaware General Corporation Law as then in effect;

(iii)

a dissolution, winding

up or liquidation

of the Company or

its business which

requires the

vote of

the holders

of the

Company’s

Class A Shares

and/or Common

under the Delaware General Corporation Law as then in effect;

(iv)

an amendment of the Company’s Restated Charter which requires the

vote of

the holders

of the

Company’s

Class A Shares

and/or Common

Shares under

the Delaware

General Corporation Law as then in effect;

(v)

the

authorization

issuance

Class A

any

securities

the

Company having voting rights superior to the Class A Shares; or

(vi)

any other

transaction not

previously described

in this

Section 12.5(b) which

would require the filing of a

Current Report on Form 8-K to disclose

a change of control of

the Company under the rules and regulations of the Securities and Exchange Commission.

(c)

the

event

that

joint

consent

under

Section 12.5(b)

required,

the

Managing

Member shall

promptly notify

all other

Members and

the Managing

Member shall

not approve

or implement

any

such

action

and

shall

not

vote

any

Contributed

Shares,

applicable,

favor

any

such

proposal

unless the Managing Member receives the

affirmative vote from Members holding

at least a majority of

the

voting

power

the

Units,

well

approval

the

Managing

Member.

the

absence

both

such

conditions being satisfied, the

Managing Member shall vote

Contributed Shares against any

proposal which

would have

the effect

of approving

any transaction

described in

Section 12.5(b) and

take action

to assert

dissenter’s appraisal

rights, if

available, upon

instructions from

a Member

to assert

such dissenter’s

appraisal

rights.

12.6

Powers of LLC.

The LLC, with respect to the Contributed

Shares held hereunder, is vested

as owner of

such shares

(without limitation

except as herein

otherwise expressly

provided) with all

of the

rights, powers

and privileges

of every kind

and character of

an owner

thereof, including, without

limiting

the generality

of the

foregoing:

(a) subject to

Sections 12.5 and

12.7, the

right to

vote the

same, either

person or

by proxy,

for every

purpose; (b) the

right to

become parties

to or

prosecute or

intervene in

any

suits or other legal or administrative proceedings; (c) the right to incur costs and

expenses and to borrow or

to arrange for borrowing for such purposes; and (f) the right to engage

counsel and other advisors or agents

for

such

purposes.

connection

with

the

foregoing,

the

Managing

Member

may

exercise

such

rights,

powers and privileges on behalf of the LLC, except as otherwise provided in Sections 12.5 and 12.7.

12.7

Sale or Conversion

of Contributed Shares

by Managing Member.

Except as otherwise

expressly permitted herein, the

Managing Member shall not

cause or permit the

LLC to sell, lease,

assign,

transfer, alienate,

pledge, encumber or hypothecate

the Contributed Shares, or

convert any Class A Shares

into Common

Shares, provided

that, the

Managing Member

may take

such action

to the

extent the

Managing

Member determines is necessary

with respect to estate

taxes and related interest

expense and other related

costs, if

approved by

Members holding

a majority

of the

voting power

of all

of the

Units held

hereunder.

Any purported

transfer of

Contributed Shares

other than

in accordance

with the

terms of

this Agreement

shall be void.

12.8

Meetings and Procedures.

The Managing Member may establish procedures for meetings

and votes

of the

Members.

Also, in

the event

there is

at any

time more

than one

Managing Member,

the

Managing

Members

may

establish

procedures

for

meetings,

consents

and

other

matters

relating

the

Managing Members.

12.9

Voting

by Managing Members if there are more

than one Managing Member.

If there

is at any time more

than one Managing Member,

each Managing Member acting hereunder

shall have one

vote

connection

with

actions

the

Managing

Member

and

approval

any

action

the

Managing

Members shall require the affirmative

vote by a majority in number

of the Managing Members.

Except to

the extent

provided herein,

the number

of Managing

Members serving

from time

to time

shall be

determined

exclusively by (and newly

created Managing Member positions

shall be filled exclusively

by) (i) a majority

the

persons

who

are

then

Managing

Members,

(ii) the

sole

Managing

Member,

there

only

one

Managing

Member

(iii) if

there

are

Managing

Members

then

office,

Members

having

majority in voting

power of

the Units.

For the

avoidance of

doubt, whenever

this Agreement

refers to

action or determination by “the Managing Member” and

at the time of such action or determination

there is

more than one

Managing Member, the approval of

such action or

determination shall require, and

shall only

require, the affirmative vote by a

majority in number of the

Managing Members.

In the event of a

deadlock

among Managing

Members with

respect to

any action

or determination,

the decision

with respect

to such

action or determination shall be resolved by the

vote of Members having a majority in voting

power of the

Units.

12.10

Status of Managing Members.

(a)

Terms of Office

Any Managing Member named hereunder shall serve as

Managing Member until his resignation, removal, disability, death or failure to act.

In the event of the

initial Managing Member’s resignation, removal, disability,

death or failure to act, Dinnette Baker and

Luanne Adams shall become successor co-Managing Members, provided that they are Members at such

time and execute and deliver the joinder described below in Section 12.10(b).

In the event of the

resignation of any such or other successor Managing Members, the resigning Managing Member shall

designate a successor Managing Member or Managing Members before such resignation is effective.

the event of the removal, disability, death, or failure to act of any successor Managing Member,

or in the

event of the failure of any resigning successor Managing Member to designate a successor, the successor

Managing Member or Managing Members (if any) shall be determined by Members having a majority of

the voting power of the Units.

(b)

Additional and Successor Managing Member.

Each additional or successor

Managing Member appointed hereunder shall be a natural person who is an Immediate Family Member

and Member and shall execute a joinder substantially in the form set forth in Exhibit D attached hereto (or

in such other form as the predecessor Managing Member or Managing Members shall determine).

12.11

Removal

of Managing

Member.

Any Managing

Member

may

removed at

any time,

with or without cause, by an instrument signed by seventy-five percent (75%) in voting power of

the Units

at the time such instrument is delivered to the Managing

Member (s), such removal to occur upon delivery

or other date and time specified in such instrument.

12.12

Resignation of Managing

Members.

Subject to Section 12.11, the

Managing Member may

any

time

resign

the

Managing

Member

effective

immediately

any

future

time

upon

the

happening

any

future

event

specified

the

resignation.

such

event,

the

Managing

Member

shall

become a Non-Managing Member, if otherwise eligible to be a Member.

12.13

Costs and Expenses.

The LLC may employ

counsel or other agents

or services, and incur

indebtedness or expenses deemed necessary by

the Managing Member in connection with

the operation of

the LLC

pursuant

to the

terms of

this Agreement.

In the

discretion

of the

Managing Member,

any such

expenses or

discharge of

indebtedness may

be deducted

from the

dividends received

by the

LLC with

respect

the

Contributed

before

distributing

such

dividends

the

Members,

funded

capital

contribution of

cash by

each Member,

to be

paid by

such Member

in proportion

to their

respective Units.

In the event that a Member fails to make any such capital contribution, the Managing Member shall deduct

such

amount

from

the

dividends

received

the

LLC

with

respect

the

Contributed

before

distributing such dividends such Member.

The Managing Member may establish reserves to pay expenses

before making distributions of cash from dividends.

12.14

Other

Relationships

Between

Managing

Member

and

Company.

Any

Managing

Member shall

be permitted

to be,

at the

same time,

an officer,

director,

consultant, agent,

or employee

the Company or of

any affiliate of

the Company,

and shall be permitted

to have a pecuniary

interest in his

personal capacity,

either directly

or indirectly,

in any

matter or

transaction to

which the

Company or

any

affiliate may

be a party

or in

which the

Company or any

affiliate may

be concerned to

the same

extent as

though he were not a Managing Member.

Any such Managing Member shall be permitted to

receive compensation, of whatever character,

provided by existing contracts or

to enter into new contracts

with the Company or its

affiliates, for acting in

such other capacity, without being disqualified to act as Managing Member hereunder.

12.15

Compensation

Managing

Member.

The

Managing

Member

shall

not

entitled

compensation for his services as Managing

Member hereunder, but shall be entitled to reimbursement

from

the LLC of all costs and expenses and taxes incurred by the Managing Member hereunder.

12.16

Responsibility

Managing

Member.

voting

giving

directions

for

voting

the

Contributed Shares or in exercising any consent with respect thereto,

the Managing Member shall exercise

his best judgment,

from time to

time, to select

suitable directors and

in voting or

giving directions for

voting

and

acting

other

matters

for

shareholders’

action;

provided,

however,

that

the

Managing

Member

assumes no responsibility in respect

of any such action or other

action taken by the Managing

Member, and

the Managing

Member shall

not incur

or be

under any

liability in

the capacity

as Managing

Member,

reason of any error of law or any error in the construction of this Agreement or of any matter or thing done

or suggested or omitted

to be done pursuant

to this Agreement.

No bond shall be

required of any Managing

Member for the performance of the services of Managing Member.

12.17

Reliance by Managing Member.

The Managing Member shall be conclusively entitled to

rely upon any notice or statement received by him from the Company,

the LLC, any officer or agent of the

LLC,

any

counsel

other

advisor

the

LLC

Managing

Member,

the

holders

record

Membership Certificates,

and believed

by him

in good

faith to

be genuine

and shall

act and

shall be fully

protected in acting in accordance therewith.

12.18

Legal Compliance by Managing

Member

The Managing Member shall

comply with all

legal requirements of the

LLC created hereby,

including making all regulatory

filings, such as filings

with

the Securities and Exchange Commission

(“SEC”), including Schedule 13D and

filings under Section 16 of

the Securities Exchange Act of 1934, as amended.

ARTICLE XIII

EXCULPATION AND INDEMNIFICATION

13.1

Exculpation; Indemnification

of Members.

References to

a Member

in this

Article XIII

includes reference to a Managing Member.

(a)

Each member shall have all of the

fiduciary and other duties imposed by Applicable

Law.

(b)

To the fullest

extent permitted

by the Delaware Act,

as the

same now exists

or may

hereafter be amended, no Member shall be liable to any holder of a Membership Certificate or to any other

Person, under this

Agreement or

Applicable Law, by reason of

any matter arising out of

or in relation to this

Agreement

(including,

without

limitation,

any

action

taken,

omitted

taken

him,

her

reliance upon and in

conformity with, the advice

of counsel, or

other professional advisor,

or by reason

any error of

judgment or mistake

of law or

other mistake, or

any act or

omission of any

agent or attorney,

or any misconstruction of this

Agreement, or any action of any sort taken or omitted thereunder

or believed

by such

Member to

be in

accordance with

the provisions

and intents

hereof or

otherwise), provided,

that

(x) such Member acted in good faith and in a manner believed by such Member to be

in, or not opposed to,

the best

interests of

the LLC

and, with

respect to

any criminal

proceeding, had

no reasonable

cause to

believe

his conduct was

unlawful, and (y) such

Member’s conduct did

not constitute fraud,

gross negligence, willful

misconduct or

a material

breach of

this

Agreement by

such Member

or a

knowing violation

of the

provisions

of this Agreement.

(c)

EACH

HOLDER

MEMBERSHIP

CERTIFICATES,

ENTERING

INTO

THIS

AGREEMENT,

HEREBY

WAIVES

ANY

RIGHT

BRING

PURSUE

ANY

ACTION,

DIRECTLY OR

DERIVATIVELY,

HIS,

HER

ITS

OWN

BEHALF

OF THE

LLC,

AGAINST

ANY

OTHER

MEMBER,

EXCEPT

FOR

THE

EXTENT

PROVIDED

THE

PROVISO

THE

PRECEDING

PARAGRAPH,

ENFORCE

THE

UNDERTAKING

CONTEMPLATED BY THE NEXT PARAGRAPH.

(d)

To the fullest

extent permitted

by the Delaware Act,

as the

same now exists

or may

hereafter be amended, each current

or former Member shall be

indemnified and held harmless by

the LLC

from

and

against

any

and

all

such

current

former

Member’s

actions

pursuant

this Agreement,

including

any

expenses

incurred

current

former

Member

defending

any

proceeding

action

brought against

such Member

for actions

taken in

his, her

or its

capacity as

a Member,

provided, that

(x) such

Member acted in good faith and in a manner believed by such Member to be in, or not opposed to, the best

interests of

the LLC

and, with

respect to

any criminal

proceeding, had

no reasonable

cause to

believe his

conduct was

unlawful, and

(y) such Member’s

conduct did

not constitute

fraud, gross

negligence, willful

misconduct or

a material

breach of

this

Agreement by

such Member

or a

knowing violation

of the

provisions

of this Agreement.

(e)

Each

current

former

Managing

Member

shall

entitled

receive

prompt

payments for expenses

and costs reasonably

incurred in connection

with the defense

of any such

proceeding

action

advance

the

final

adjudication

any

disputes

relating

thereto,

but

only

the

current

former

Managing

Member

undertakes

writing

repay

the

LLC

such

advances

if,

following

the

conclusion of such

proceeding or action,

it is ultimately

determined by a

court of competent

jurisdiction that

the

current

former

Managing

Member

not

entitled

indemnification

pursuant

this

paragraph.

Subject to the approval of the Managing Member in his sole discretion, a current or former Non-Managing

Member may receive

prompt payments for

expenses and costs

reasonably incurred in

connection with the

defense of

any such

proceeding or

action in

advance of

the final

adjudication of

any disputes

relating thereto,

but

only

the

current

former

Non-Managing

Member

undertakes

writing

repay

the

LLC

such

advances if, following the conclusion of such proceeding

or action, it is ultimately determined by

a court of

competent jurisdiction that the current or former Non-Managing Member is

not entitled to indemnification

pursuant to this paragraph.

(f)

A current

or former

Member shall

also be

indemnified for

any expenses

and other

costs incurred

to enforce

such Member’s

rights pursuant

to this

Section 13.1 or

incurred to

defend any

action

brought by or on behalf of the

LLC to recover advances pursuant to an

undertaking, but in each case only if

the Member is successful in such enforcement or defense action.

(g)

The

rights

indemnification

and

advancement

expenses

set

forth

this

Section 13.1 shall not be deemed exclusive and shall be in addition to any such rights a Member

may have,

including but not

limited to rights

of such Member,

in his or

her capacity as

an officer, director,

employee

or agent of the Company.

(h)

The

Managing

Member

may

obtain

and

maintain

insurance,

the

expense

the

LLC created hereby, to protect any current or former Member or fiduciary or agent of

the LLC, against any

expense, liability or loss.

ARTICLE XIV

RECORDS, ACCOUNTING AND TAX MATTERS

14.1

Records Required by

the Delaware Act.

During the term of

the LLC’s

existence and for

period

four

years

thereafter,

the

Managing

Member

shall

maintain

the

LLC’s

principal

office

all

records required to be kept pursuant to the Delaware Act.

14.2

Book and Records.

The Managing Member shall

maintain adequate books

and records of

account for the LLC on a

basis consistent with appropriate provisions of

the Code, containing, among other

entries, a Capital Account for each Member.

Such books and records shall be

kept at the principal office of

the LLC

or at

such other

place as

the Managing

Member shall

determine and

set forth

in a

written notice

given to all Members, and shall be available to the Members upon written request.

14.3

Accounting

Methods;

Fiscal

Year.

The

Managing

Member

shall

select

the

accounting

methods and fiscal year for the LLC.

14.4

LLC Funds.

All funds of

the LLC shall

be deposited in

its name, or

in such name

as may

be designated by the Managing Member, in such checking, savings or

other accounts, or held in its name

the form of such other investments as

shall be designated by the Managing Member.

The funds of the LLC

shall not

be commingled

with the

funds of

any other

Person.

All withdrawals

of such

deposits or

liquidations

of such investments

by the LLC

shall be made exclusively

upon the signature

or signatures of

the Managing

Member.

14.5

Tax

Matters Member

(a)

Appointment.

The

Members

hereby

appoint

the

Managing

Member

the

“tax

matters partner” (as

defined in Code Section

6231 prior to its

amendment by the Bipartisan

Budget Act of

2015 and, for tax years beginning

on or after January 1, 2018, the “partnership

representative” as provided

in Code Section 6223(a) (as amended

by the Bipartisan Budget Act of 2015) (the “Tax

Matters Member”).

In connection therewith, the Tax Matters Member, in his sole discretion, shall cause to be prepared and file

all tax returns, make all tax determinations and tax elections,

and represent the LLC (at the LLC’s expense)

connection

with

all

examinations

the

LLC’s

affairs

taxing

authorities,

including

resulting

administrative

and

judicial

proceedings,

and

may

expend

LLC

funds

for

professional

services

and

costs

associated therewith.

(b)

Notwithstanding the foregoing,

the Managing Member

may make an

election under

Section 754 of the Code to

adjust the basis of partnership property

under Sections 734 and 743

of the Code.

(c)

soon

reasonably

possible

after

the

end

each

fiscal

year,

the

Managing

Member will cause to

be delivered to each

Person who was a

Member at any time

during such fiscal year,

IRS Schedule K-1

to Form 1065

and such other

information with respect

to the LLC

as may be

necessary

for the preparation of such Person’s federal, state and local income tax returns for such fiscal year.

ARTICLE XV

DISSOLUTION AND LI

UIDATION

15.1

Events of Dissolution.

The LLC shall be dissolved

and its affairs wound

up only upon the

occurrence of any of the following events:

(a)

Upon the expiration of the term of the LLC as provided in Section 2.6;

(b)

The determination of the Managing Member to dissolve the LLC;

(c)

A joint election to dissolve the LLC made by the

Managing Member and by holders

of a majority of the voting power of the Units;

(d)

The sale, exchange,

or other disposition

or transfer of

all or substantially

all the

assets

of the LLC;

(e)

The entry of a decree of judicial dissolution under §18-802 of the Delaware Act; or

(f)

Any other event causing a dissolution

of the LLC under the Delaware

Act, unless the

LLC is continued as permitted under the Delaware Act.

15.2

Effectiveness of Dissolution.

Dissolution of the

LLC shall be effective

on the day on

which

the event described in Section 15.1 occurs, but the

LLC shall not terminate until the winding

up of the LLC

has

been

completed,

the

assets

the

LLC

have

been

distributed

provided

Section 15.3

and

the

Certificate of Formation shall have been cancelled as provided in Section 15.4.

15.3

Liquidation.

If the LLC is

dissolved pursuant to Section 15.1,

the LLC shall be

liquidated

and its business and affairs wound up in accordance with the Delaware Act and the following provisions:

(a)

Liquidation.

The Managing Member shall wind up and liquidate the affairs of the

LLC in an orderly and business-like manner, provided that the Managing Member shall not liquidate any

Class A Shares or Common Shares and shall distribute these in kind as provided in Section 15.3(c).

(b)

Accounting.

As promptly as possible after dissolution and again after final

liquidation, the Managing Member shall cause a proper accounting to be made of the LLC’s assets,

liabilities and operations through the last day of the calendar month in which the dissolution occurs or the

final liquidation is completed, as applicable.

(c)

Distribution of Assets.

Subject to the payment of all of the LLC’s debts and

liabilities to its creditors and the expenses of dissolution and liquidation, and subject to Section 18-804 of

the Delaware Act, the Managing Member shall distribute the Class A Shares and any Common Shares to

the holders of the Class A Units and Common Units, and any proceeds of liquidation, as follows:

Subject

to the surrender for cancellation of the Membership Certificates, the Managing Member shall cause the

Class A Shares to be transferred to and registered in the name of the Member identified as the owner on

such Membership Certificates in liquidation of such Member’s Class A Units and, if there are any

Common Units outstanding at such time, the Managing Member shall cause Common Shares to be

transferred to and registered in the name of the Member identified as the owner on such Membership

Certificates in liquidation of such Member’s Common Units.

In such liquidation, Members shall receive

one Class A Share for each Class A Unit, and one Common Share for each Common Unit.

The Managing

Member shall also distribute any proceeds of liquidation in proportion to such Units.

15.4

Cancellation of

Certificate of

Formation

Upon completion

of the

distribution of

the assets

of the LLC

as provided in

Section 15.3 hereof, the

LLC shall be

terminated and the

Managing Member shall

cause the

cancellation of

the Certificate

of Formation

in the

State of

Delaware and

any qualifications

and

registrations

the

LLC

foreign

limited

liability

company

jurisdictions

other

than

the

State

Delaware and shall take such other actions as may be necessary to terminate the LLC.

ARTICLE XVI

REPRESENTATIONS AND WARRANTIES OF MEM

ERS

16.1

Representations and Warranties.

Each Member represents and warrants as follows:

(a)

Such Member will be

acquiring the Units represented

by Membership Certificate(s)

for his, her or

its own account for

investment and not with

a view to the

distribution or resale thereof;

that

he, she or it is aware that the such certificates have not been registered pursuant to the Securities Act or the

securities

laws of

any state;

and that

the LLC

is relying

in part

upon these

investment representations

establish exemptions

from securities

registration under

applicable federal

and state

securities laws.

Each

Member

understands and

agrees

that the

LLC will

place a

legend on

the Membership

Certificates to

the

effect that they have not

been registered under either federal

or state law; that they

may not be offered, sold,

transferred or

encumbered by

the Member

unless they

have been

first duly

registered or

unless an

exemption

from registration

is available.

The Member

acknowledges that

he, she

or it

understands that

unregistered

securities,

such

the

Membership

Certificates,

must

held

indefinitely

unless

they

are

subsequently

registered or

unless an

exemption from

registration is

available with

respect to

a proposed

offer, sale,

transfer

or encumbrance;

(b)

Such

Member

“accredited

investor”

within

the

meaning

Rule 501

promulgated under the Securities Act, and agrees that it will not take any action that could have an adverse

effect on the availability

of the exemption from

registration provided by such

Rule 501 with respect to

the

offer and sale of the Units;

(c)

Such Member, together

with such Member’s

legal, financial and

other advisors, has

such knowledge

and experience

in financial

and business

matters and

is capable

of evaluating

the merits

and risks of an investment in the LLC so as to make an informed decision with respect thereto;

(d)

Such Member is able to bear the economic and financial risk of an investment in the

LLC for an indefinite period of time;

(e)

Such Member (i) has received all information that such Member deems necessary to

make an informed

investment decision with

respect to an

investment in the

LLC;(ii) has had

the unrestricted

opportunity to

make such

investigation as

such Member

desires pertaining

to the

LLC and

an investment

therein and

to verify

any information

furnished to

such Member;

and (iii) has

had the

opportunity to

ask

questions of representatives of the LLC concerning the LLC and such Member’s investment;

(f)

The

execution,

delivery

and

performance

this

Agreement

have

been

duly

authorized by such Member and do not require such

Member to obtain any consent or approval that has

not

been obtained

and do

not contravene

or result

in a

default in

any material

respect under

any provision

any

law

regulation

applicable

such

Member

other

governing

documents

any

agreement

instrument to which such Member is a party or by which such Member is bound; and

(g)

This

Agreement is

valid, binding

and enforceable

against such

Member in

accordance

with its terms,

except as may

be limited by

bankruptcy, insolvency, reorganization,

moratorium, and other

similar

laws

general

applicability

relating

affecting

creditors’ rights

general

equity

principles

(regardless of whether considered at law or in equity).

ARTICLE XVII

COVENANTS

17.1

Confidentiality

Each Non-Managing Member

agrees not to

divulge, communicate or

use

to the

detriment of

the Company or

the LLC, or

misuse in

any way,

any confidential

information or

trade

secrets

the

Company

the

LLC,

except

may

required

law;

provided,

however,

that

this

prohibition shall not apply to any information that has been publicly disclosed.

ARTICLE XVIII

GENERAL PROVISIONS

18.1

Successors and Assigns.

This Agreement and all covenants herein contained shall inure to

the benefit of and

be binding upon the

parties hereto, their heirs,

executors, administrators, successors and

assigns.

Without

limiting

the

foregoing,

the

parties

intend

for

the

rights

and

obligations

under

this

Agreement

survive

the

death

any

party

other

person,

including

any

Member

and

the

Contributed

Shares,

and

specifically

enforceable

against

any

deceased

party’s

heirs,

executors,

administrators, representatives, successors or assigns to the fullest extent permitted by law.

18.2

Notices.

Any notice

required to

be given

under this

Agreement shall

be deemed

to have

been

given and received if actually

received, such as by telephone,

telecopier, electronic mail,

hand delivery,

other means, and the giver has

reasonable evidence or acknowledgment of its

receipt.

Notice shall also be

deemed to have been given if deposited in the United States mail, postage prepaid, in which case it shall

deemed to have been

received on the third

business day after the

date of such deposit,

or if deposited with

commercial

government

overnight

carrier,

which

case

shall

deemed

received

the

first

business day after the date of such deposit.

(a)

Address of Member.

In the case of a Participant or Certificate Holder, such notice

shall be addressed to such party, as set forth on Exhibit B attached hereto.

(b)

Addresses of Managing Member(s).

In the case of a notice to the Managing

Member by a Non-Managing Member, such notice shall be given to the Managing Member at the

principal office of the LLC, located at the principal business office of the Company,

as set forth on

Exhibit B attached hereto, or as it may be changed from time to time by the Managing Member by written

notice to all such holders.

18.3

Amendment

Agreement.

This

Agreement

and

the

Membership

Certificates

issued

hereunder

may

amended

upon

the

consent

writing

the

Managing

Member

and

all

Members

holding Membership Certificates

representing no less

than a majority of

the voting power

of the Units

at the

time;

provided,

however,

that

amendment

modification

modifying

the

rights

obligations

any

Member in

a manner

that is

disproportionately adverse

to (i) such

Member relative

to the

rights of

other

Members in respect

of Units of the

same class or

(ii) a class of

Units relative to the

rights of another

class

of Units,

shall in

each case

be effective

only with

that Member’s

consent or

the consent

of the

Members

holding a

majority of

the Units

in that

class.

Notwithstanding the

foregoing, the

Managing Member

may

amend this Agreement without the consent of the

Members to (i) reflect the admission of new Members

accordance

with

this

Agreement

long

such

Members

have

executed

the

applicable

joinder

contemplated hereby and

(ii) update any exhibit

hereto to reflect

any changes in

any Managing Member’s

Non-Managing

Member’s

name,

address

number

LLC

Units,

including

the

Members

Schedule.

Executed counterparts of all amendments

to this Agreement (including all

joinders and amended exhibits to

this Agreement) shall be filed at the principal business office of the Company.

18.4

Costs and Expenses.

Except as otherwise provided herein, each party hereto, including the

LLC and each

Member, shall

pay its, his

or her own expenses

incurred in connection

with the preparation

and execution of this Agreement, or any amendment hereof, this Agreement.

18.5

Severability of Provisions.

The invalidity

or unenforceability of

any term

or provision of

this Agreement shall not affect the validity of the remainder hereof.

18.6

Controlling Law;

Submission to

Jurisdiction; Specific

Performance.

The LLC

created

hereunder

limited

liability

company

created

under

the

Delaware

Act.

All

questions

concerning

this

Agreement

and

the

LLC

created

hereunder,

including

the

validity,

construction,

effect,

assignment

and

administration

this

Agreement

and

the

LLC

created

hereunder,

shall

always,

and

all

events,

determined under the law of the

State of Delaware without regard

to conflict of law principles

(whether of

the State of Delaware or any other jurisdiction).

EACH

PARTY

THIS

AGREEMENT

HEREBY

IRREVOCABLY

SUBMITS

THE

EXCLUSIVE

JURISDICTION

THE

COURT

CHANCERY

THE

STATE

DELAWARE

(OR IF SUCH

COURT DOES NOT HAVE SUBJECT MATTER

JURISDICTION, ANY OTHER STATE

COURT OF

THE STATE

OF DELAWARE

OR THE FEDERAL

COURTS

LOCATED

IN THE STATE

DELAWARE)

ANY

ACTION,

SUIT

PROCEEDING

ARISING

CONNECTION

WITH

THIS AGREEMENT,

AND AGREES

THAT

ANY SUCH

ACTION, SUIT

OR PROCEEDING

SHALL

BE BROUGHT ONLY

IN THE COURT

OF CHANCERY

(OR SUCH OTHER

COURTS

IDENTIFIED

HEREIN IF THE

COURT

OF CHANCERY

DOES NOT HAVE

SUBJECT MATTER

JURISDICTION)

AND

WAIVES

ANY

OBJECTION

BASED

FORUM

NON

CONVENIENS

ANY

OTHER

OBJECTION

VENUE

THEREIN;

PROVIDED,

HOWEVER,

THAT

SUCH

CONSENT

JURISDICTION

SOLELY

FOR

THE

PURPOSE

REFERRED

THIS

PARAGRAPH

AND

SHALL NOT

BE DEEMED

TO BE

A GENERAL

SUBMISSION TO

THE JURISDICTION

OF SUCH

COURTS OR IN THE STATE

OF DELAWARE

OTHER THAN FOR

SUCH PURPOSE.

THE PARTIES

HERETO

HEREBY

WAIVE

ANY

RIGHT

TRIAL

JURY

CONNECTION

WITH

ANY

SUCH ACTION, SUIT OR PROCEEDING.

Service

process

party

any

action

arising

out

relating

this

Agreement

shall

effective if delivered to such party in accordance with Section 18.2.

The parties

hereto hereby

agree that

it is

impossible to

measure in

money the

damages which

will

accrue to a party hereto or to its heirs, personal representatives, or assigns by reason of a failure to perform

any

obligations

under

this

Agreement

and

agree

that

the

terms

this

Agreement

shall

specifically

enforceable.

any

party

hereto

its

heirs,

personal

representatives,

assigns

institutes

any

action

proceeding to

specifically enforce

the provisions

hereof, any

person against

whom such

action or

proceeding

is brought (i) hereby waives the claim or

defense therein that such party or such

personal representative has

an adequate remedy at law,

(ii) hereby waives any bond, surety,

or other security that might be

required of

any other party

with respect thereto,

and (iii) shall

not offer

in any such

action or proceeding

the claim or

defense that an adequate remedy at law exists.

18.7

Construction of Agreement.

All questions concerning the interpretation or construction of

this Agreement shall be

determined by the Managing

Member, whose decision shall be

final and binding on

all parties.

18.8

Multiple Counterparts.

This Agreement may be

executed by the parties

herein, or any of

them, in

any number

of counterparts,

with the

same force

and effect

as if

they had

all executed

the same

instrument.

18.9

Entire

Agreement.

This Agreement

(including the

exhibits attached

hereto)

contains the

entire

understanding

among

the

parties

hereto

with

respect

the

subject

matter

hereof,

and

representation, warranty,

covenant or

condition other

than those

expressly set

forth herein

shall be

of any

force or effect.

18.10

No Third-party Beneficiaries.

Except as expressly provided herein,

this Agreement is for

the sole

benefit of

the parties

hereto (and

their respective

heirs, executors,

administrators, successors

and

assigns)

and

nothing

herein,

express

implied,

intended

shall

confer

upon

any

other

Person,

including any creditor of the LLC, any legal or equitable right, benefit or remedy of any nature whatsoever

under or by reason of this Agreement.

* * * * *

IN WITNESS WHEREOF, the LLC,

the Managing Member

and each other

Member has caused

this

Agreement to be duly executed as of the date first specified above.

DLNL, LLC

By:

/s/ Adolphus B. Baker

Adolphus B. Baker

Managing Member

Managing Member:

/s/ Adolphus B. Baker

Adolphus B. Baker,

Managing Member

Non-Managing Members:

/s/ Dinnette Adams Baker

Dinnette Adams Baker

/s/ Luanne Adams

Luanne Adams

/s/ Nancy Adams Briggs

Nancy Adams Briggs

/s/ Laurel Adams Krodel

Laurel Adams Krodel

EXHIBIT A

FORM OF MEMBERSHIP CERTIFICATE

No.

Number of

[Class A Units]

[Common Units]

DLNL, LLC

Formed under the Laws of the State of Delaware

THIS IS TO CERTIFY that __________________________ is

the registered owner of

__________

[Class A Units] [Common Units] of

DLNL, LLC, a Delaware limited

liability company (the “LLC”), under

the Amended and

Restated Limited Liability

Company Operating Agreement

dated as of

February 25, 2025

(the

“Agreement”),

and

among

the

LLC,

Adolphus

Baker,

Managing

Member,

and

the

other

Members and holders of Membership Certificates.

A copy of the

Agreement is on file

with the Company,

and with the

Managing Member,

Adolphus

Baker,

the

principal

place

business

the

Company.

Each

holder

this

Certificate

the

acceptance hereof assents and agrees to be bound by all the provisions of the Agreement.

NEITHER

THIS

CERTIFICATE

NOR

THE

UNITS

REPRESENTED

HEREBY

TRANSFERABLE,

WHETHER

SALE,

ASSIGNMENT,

GIFT,

BEQUEST,

APPOINTMENT

OTHERWISE,

BY THE HOLDER OF

RECORD HEREOF EXCEPT TO THE

EXTENT PROVIDED BY

THE

AGREEMENT

AND

SUBJECT

SUCH

PROCEDURES

MAY

REQUIRED

THE

MANAGING

MEMBER.

THIS

CERTIFICATE

AND

THE

UNITS

REPRESENTED

HEREBY

ARE

SUBJECT

ADDITIONAL

TRANSFER

AND

VOTING

RESTRICTIONS

SET

FORTH

THE

AGREEMENT.

THE

MANAGING

MEMBER

MAY

TREAT

THE

HOLDER

RECORD

HEREOF

AS THE

OWNER OF

THIS CERTIFICATE

FOR ALL

PURPOSES.

ANY ATTEMPTED

TRANSFER

OF THIS

CERTIFICATE

THE

UNITS REPRESENTED

HEREBY

WHICH IS

NOT PERMITTED

PURSUANT

THE

AGREEMENT

SHALL

VOID.

THE

EVENT

TRANSFER

PERMITTED BY

THE AGREEMENT,

EVERY

TRANSFEREE OF

THIS CERTIFICATE

SHALL BY

THE ACCEPTANCE HEREOF BECOME SUBJECT TO

THE PROVISIONS OF THE AGREEMENT.

THE

SALE,

ASSIGNMENT,

GIFT,

PLEDGE

OTHER

ENCUMBRANCE,

OTHER

TRANSFER

THIS

MEMBERSHIP

CERTIFICATE

THE

UNITS

(OR

ANY

INTEREST

THEREIN)

REPRESENTED

HEREBY

SUBJECT

THE

RESTRICTIONS,

TERMS

AND

CONDITIONS SET

FORTH IN THE

COMPANY

’S RESTATED CERTIFICATE

OF INCORPORATION

AND

THE

AGREEMENT

DESCRIBED

THIS

CERTIFICATE

AND

PURSUANT

WHICH

THIS CERTIFICATE

IS ISSUED.

A COPY OF THE AGREEMENT IS ON FILE AT

THE PRINCIPAL

PLACE OF

BUSINESS

OF THE

COMPANY

NO SUCH

TRANSFER OF

THIS

CERTIFICATE,

THE SHARES

REPRESENTED BY

THIS CERTIFICATE, MAY

BE EFFECTED,

EXCEPT PURSUANT

THE

TERMS

SUCH

RESTATED

CERTIFICATE

INCORPORATION

AND

THE

AGREEMENT.

THE

SECURITIES

REPRESENTED

THIS

CERTIFICATE

HAVE

NOT

BEEN

REGISTERED

UNDER

THE

SECURITIES

ACT

1933,

AMENDED,

THE

APPLICABLE

SECURITIES

LAWS

ANY

STATE

BUT

HAVE

BEEN

ISSUED

RELIANCE

UPON

EXEMPTIONS FROM REGISTRATION

CONTAINED IN SAID LAWS

NO SALE, OFFER TO SELL

OR OTHER

TRANSFER OF

THE SECURITIES

REPRESENTED BY

THIS CERTIFICATE

MAY

MADE

UNLESS

REGISTRATION

STATEMENT

UNDER

SAID

LAWS

EFFECT

WITH

RESPECT TO THE SECURITIES,

OR AN EXEMPTION FROM THE

REGISTRATION

PROVISIONS

OF SUCH LAWS IS THEN APPLICABLE.

WITNESS

WHEREOF,

the

Managing

Member

has

executed

this

Certificate

behalf

the

LLC by affixing his hand this

day of

, 20

DLNL, LLC

By:

Adolphus B. Baker, Managing Member

(FORM OF ASSIGNMENT FOR REVERSE SIDE OF

MEMBERSHIP CERTIFICATE)

FOR VALUE RECEIVED, ______________________________ hereby sells,

assigns and transfers

unto

______________________________

the

within

Certificate

and

all

rights

and

interests

thereby

and

does

hereby

irrevocably

constitute

and

appoint

______________________________

attorney

transfer

such

certificate

the

books

the

LLC

under

the

Agreement

within

referred

to,

with

full

power

substitution in the premises.

Dated:

___________

Name:

In the presence of:

________________________________

INFORMATION RELATING

TO MANAGING MEMBER

AND NON-MANAGING MEMBERS

MANAGING MEMBER:

ADOLPHUS B. BAKER:

Address:

c/o Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601–948–6813

Fax:

601–969–0905

Email:

NON-MANAGING MEMBERS:

DINNETTE ADAMS BAKER:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

LUANNE ADAMS:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

NANCY ADAMS BRIGGS:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

LAUREL ADAMS KRODEL:

Address:

c/o Adolphus B. Baker

Cal-Maine Foods, Inc.

1052 Highland Colony Pkwy

Suite 200

Ridgeland, MS

39157

Telephone:

601-948-6813

Fax:

601-969-0905

Email:

With a copy to counsel:

Name of Attorney:

Joseph E. Varner III

Name of Firm:

Brunini Law

Address:

190 East Capitol Street, Suite 190

Address (continued):

Jackson, MS 39201

Telephone:

Fax:

Email:

JOINDER

This

Joinder

made

the

date

written

below

the

undersigned

(the

“Joining

Party”)

accordance with the

Amended and Restated

Limited Liability Company

Operating Agreement dated

as of

February 25, 2025 by and

among DLNL, LLC

(the “LLC”), Adolphus B.

Baker, as Managing Member, and

the other

Members of

the LLC

under such

Agreement (the

“LLC Operating

Agreement”).

Capitalized terms

used, but

not defined,

herein shall

have the

respective meanings

ascribed to

such terms

in the

LLC Operating

Agreement.

The Joining Party hereby

represents and warrants to

the LLC that the

undersigned is an Immediate

Family

Member

Permitted

Transferee.

The

Joining

Party

hereby

acknowledges,

agrees

and

confirms

that, by its execution of

this Joinder, the

Joining Party shall be deemed

to be a party to

the LLC Operating

Agreement as of the date hereof and shall have

all of the rights and obligations of a “Member”

thereunder,

as if it had

executed the LLC

Operating Agreement.

The Joining Party hereby

ratifies, as of the

date hereof,

and

agrees

bound

by,

all

the

terms,

provisions

and

conditions

contained

the

LLC

Operating

Agreement.

IN WITNESS WHEREOF, the undersigned

has executed this Joinder as of the date written below.

Date:

_____________ ____, 20__

If an entity:

[Name of Joining Party]

By:

_____________________

Name:

Title:

If a natural person

_____________________

Name:

JOINDER OF MANAGING MEMBER

This

Joinder

Managing

Member

made

the

date

written

below

the

undersigned

(the

“Joining

Party”)

accordance

with

the

Amended

and

Restated

Limited

Liability

Company

Operating

Agreement dated as of February 25, 2025 by and

among DLNL, LLC (the “LLC”), Adolphus

B. Baker, as

Managing

Member,

and the

other

Members

of the

LLC

(the

“LLC Operating

Agreement”).

Capitalized

terms used,

but not

defined, herein

shall have

the respective

meanings ascribed

to such

terms in

the LLC

Operating Agreement.

The Joining Party hereby

represents and warrants to

the LLC that the

undersigned is an Immediate

Family Member.

The Joining Party hereby

acknowledges, agrees and confirms

that, by its execution

of this

Joinder,

the Joining

Party shall

be deemed

to be

a party

to the

LLC Operating

Agreement as

of the

date

hereof

and

shall

have

all

the

rights

and

obligations

“Managing

Member”

thereunder,

had

executed the LLC

Operating Agreement.

The Joining Party

hereby ratifies, as

of the date

hereof, and agrees

to be bound by, all of the terms, provisions and conditions contained in the LLC Operating Agreement.

IN WITNESS

WHEREOF,

the undersigned

has executed

this Joinder

of Managing

Member as

the date written below.

Date:

_____________ ____, 20__

_____________________

Name:

REDEMPTION REQUEST

Dated:

________________, 20_____

To the Managing Member of DLNL, LLC (the “LLC”)

The

undersigned

hereby

requests

the

redemption

Common

Units

the

LLC

pursuant

Section 7.3

the

Amended

and

Restated

Limited

Liability

Company

Operating

Agreement

dated

February 25, 2025 by and

among DLNL, LLC

(the “LLC”), Adolphus B.

Baker, as Managing Member, and

the other Members of the LLC

(the “LLC Operating Agreement”).

Capitalized terms used, but not

defined,

herein shall have the respective meanings ascribed to such terms in the LLC Operating Agreement.

The undersigned hereby requests the redemption of __________ Common Units in

exchange for an

equivalent number of Common Shares of Cal-Maine Foods, Inc. (the “Company”).

[Such

redemption

being

requested

pursuant

Section 7.3(a)

effect

transfer

sale

underlying

Common

Shares,

which

sale

transfer

compliance

with

the

Agreement

Regarding

Conversion and applicable federal and state securities laws.]

[Such redemption

is being

requested pursuant

to Section 7.3(b)

to effect

a transfer

to a

charitable

donor advised fund.]

[Such

redemption

being

requested

pursuant

Section 7.3(c)

for

the

following

purposes:

_________________________________________________________.

Delivered

with

this

notice

documentation supporting the number of Common Units requested to be redeemed for such purposes.]

Delivered with this request is

Membership Certificate(s) No(s).

________ registered in the name

the undersigned Member.

To the extent this request is approved by

the Managing Member, please (i) cause

a certificate representing

___________ Common Shares

to be transferred

to and registered

in the name

the undersigned

Member,

equal to

the __________

Common Units

being redeemed,

and (ii) issue

a new

Membership Certificate to the Member

for ________ Common Units, representing

the number of Common

Units that are not being redeemed and that will continue to be owned by the undersigned Member

after the

redemption.

Member

UNIT OWNERSHIP

AS OF THE RESTATEMENT

DATE

Member

Common

Units

Common

Contributed in

Exchange for

Such Common

Units

Class A

Units

Class A

Contributed

in Exchange

for Such

Class

Units

Total

Units

Total

Votes

Dolph Baker

1,309,245

13,092,450

Dinnette Adams Baker

56,595

1,090,755

1,147,350

10,964,145

Luanne Adams

343,787

800,000

1,143,787

8,343,787

Nancy Adams Briggs

343,787

800,000

1,143,787

8,343,787

Laurel Adams Krodel

343,787

800,000

1,143,787

8,343,787

Total

1,087,956

4,800,000

5,887,956

49,087,956