Standard Contracts
CREDIT AGREEMENT dated as of April 9, 2024 among VITAL FARMS, INC., the other Loan Parties party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ___________________________ JPMORGAN CHASE BANK, N.A., as Sole...Credit Agreement • August 8th, 2024 • Vital Farms, Inc. • Food and kindred products • New York
CREDIT AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), dated as of April 9, 2024, among VITAL FARMS, INC., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Vital Farms, Inc. Common Stock, Par Value $0.0001 per Share Underwriting AgreementUnderwriting Agreement • November 10th, 2020 • Vital Farms, Inc. • Food and kindred products • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Vital Farms, Inc., a public benefit corporation organized under the laws of Delaware (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ 🌑 ] shares (the “Firm Shares”) of common stock, par value $0.0001 per share, of the Company (“Stock”) and, at the election of the Underwriters, up to [ 🌑 ] additional shares (the “Optional Shares”) of Stock. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
VITAL FARMS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of _________________, 20__ and is between Vital Farms, Inc., a Delaware public benefit corporation (the “Company”), and ______________ (“Indemnitee”).
SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENTRevolving Credit, Term Loan, and Security Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products
This Second Amendment to Revolving Credit, Term Loan, and Security Agreement (the “Amendment”) is made this 25th day of April, 2018 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (“Vital Farms”), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (“Vital Farms Missouri”), VITAL FARMS, LLC, a limited liability company organized under the laws of the State of Montana (“Vital Farms Montana”), SAGEBRUSH FOODSERVICE, LLC, a limited liability company organized under the laws of the State of Delaware (“Sagebrush”), BARN DOOR FARMS, LLC, a limited liability company organized under the laws of the State of Delaware (“Barn Door”), BACKYARD EGGS, LLC, a limited liability company organized under the laws of the State of Delaware (“Backyard”, and together with Vital Farms, Vital Farms Missouri, Vital Farms Montana, Sagebrush, Barn Door and each Person joined as a borrower from time to time, col
VITAL FARMS, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products • Texas
NOTE: If this option has been documented in the Carta system, all information in the table below and under the caption “Vesting Schedule,” if not set forth herein, will be set forth in the information contained in Optionee’s electronic acceptance documented in the Carta system. The Company’s grant and Optionee’s acceptance will be documented in the Carta system.
THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENTRevolving Credit, Term Loan, and Security Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products
This Third Amendment to Revolving Credit, Term Loan, and Security Agreement (the “Amendment”) is made this 7th day of February, 2019 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (“Vital Farms”), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (“Vital Farms Missouri”), VITAL FARMS, LLC, a limited liability company organized under the laws of the State of Montana (“Vital Farms Montana”), SAGEBRUSH FOODSERVICE, LLC, a limited liability company organized under the laws of the State of Delaware (“Sagebrush”), BARN DOOR FARMS, LLC, a limited liability company organized under the laws of the State of Delaware (“Barn Door”), BACKYARD EGGS, LLC, a limited liability company organized under the laws of the State of Delaware (“Backyard”, and together with Vital Farms, Vital Farms Missouri, Vital Farms Montana, Sagebrush, Barn Door and each Person joined as a borrower from time to time, co
FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENTRevolving Credit, Term Loan, and Security Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products
This First Amendment to Revolving Credit, Term Loan, and Security Agreement (the “Amendment”) is made this 13th day of April, 2018 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (“Vital Farms”), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (“Vital Farms Missouri”), VITAL FARMS, LLC, a limited liability company organized under the laws of the State of Montana (“Vital Farms Montana”), SAGEBRUSH FOODSERVICE, LLC, a limited liability company organized under the laws of the State of Delaware (“Sagebrush”), BARN DOOR FARMS, LLC, a limited liability company organized under the laws of the State of Delaware (“Barn Door”), BACKYARD EGGS, LLC, a limited liability company organized under the laws of the State of Delaware (“Backyard”, and together with Vital Farms, Vital Farms Missouri, Vital Farms Montana, Sagebrush, Barn Door and each Person joined as a borrower from time to time, coll
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of the 9th day of July, 2020 (the “Effective Date”), by and between Vital Farms, Inc., a Delaware corporation (the “Company”), and Russell Diez-Canseco, an individual residing in Austin, Texas (“Employee”). This Agreement amends, restates and supersedes prospectively in its entirety the Employment Agreement between the Company and Employee dated October 15, 2018 (the “Prior Agreement”).
FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENTRevolving Credit, Term Loan, and Security Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products
This Fifth Amendment to Revolving Credit, Term Loan, and Security Agreement (the “Amendment”) is made this 11th day of May, 2020 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (“Vital Farms”), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (“Vital Farms Missouri”), VITAL FARMS, LLC, a limited liability company organized under the laws of the State of Montana (“Vital Farms Montana”), SAGEBRUSH FOODSERVICE, LLC, a limited liability company organized under the laws of the State of Delaware (“Sagebrush”), BARN DOOR FARMS, LLC, a limited liability company organized under the laws of the State of Delaware (“Barn Door”), BACKYARD EGGS, LLC, a limited liability company organized under the laws of the State of Delaware (“Backyard”, and together with Vital Farms, Vital Farms Missouri, Vital Farms Montana, Sagebrush, Barn Door and each Person joined as a borrower from time to time, collec
Second Amended and Restated Employment AgreementEmployment Agreement • May 5th, 2022 • Vital Farms, Inc. • Food and kindred products • Texas
This Second Amended and Restated Employment Agreement (the “Agreement”), is entered into effective as of the 1st day of April, 2022 (the “Effective Date”), by and between Vital Farms, Inc., a Delaware corporation (the “Company”), and Jason Dale, an individual residing in Austin, Texas (“Employee”). This Agreement amends, restates and supersedes prospectively in its entirety the Amended and Restated Employment Agreement between the Company and Employee effective July 9, 2020, which amended and replaced the Employment Agreement between the Company and Employee dated October 15, 2018 (together, the “Prior Agreement”).
ELEVENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENTRevolving Credit, Term Loan, and Security Agreement • November 2nd, 2023 • Vital Farms, Inc. • Food and kindred products
This Eleventh Amendment to Revolving Credit, Term Loan, and Security Agreement (the “Amendment”) is made this 26th day of July, 2023 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (“Vital Farms”), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (“Vital Farms Missouri” and together with Vital Farms and each Person joined as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party (collectively, the “Lenders” and each individually, a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENTRevolving Credit, Term Loan, and Security Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products
This Fourth Amendment to Revolving Credit, Term Loan, and Security Agreement (the “Amendment”) is made this 24th day of February, 2020 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (“Vital Farms”), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (“Vital Farms Missouri”), VITAL FARMS, LLC, a limited liability company organized under the laws of the State of Montana (“Vital Farms Montana”), SAGEBRUSH FOODSERVICE, LLC, a limited liability company organized under the laws of the State of Delaware (“Sagebrush”), BARN DOOR FARMS, LLC, a limited liability company organized under the laws of the State of Delaware (“Barn Door”), BACKYARD EGGS, LLC, a limited liability company organized under the laws of the State of Delaware (“Backyard”, and together with Vital Farms, Vital Farms Missouri, Vital Farms Montana, Sagebrush, Barn Door and each Person joined as a borrower from time to time,
TRANSITION AGREEMENTTransition Agreement • May 4th, 2023 • Vital Farms, Inc. • Food and kindred products
I, Bo Meissner, acknowledge that my employment with Vital Farms, Inc. (the “Company”) will terminate on April 30, 2023 (the “Separation Date”), and the period of time between now and the Separation Date is referred to herein as the “Transition Period.” Through the Company’s filing of the Form 10-K with the U.S. Securities and Exchange Commission on or about March 9, 2023 (the “Filing Date”), I will continue to perform my duties and responsibilities in accordance with my role as Chief Financial Officer. Effective as of the Filing Date (or an otherwise agreed to later date if the incoming Chief Financial Officer has not started employment with the Company), I will transition from the role as Chief Financial Officer to Advisor, Finance and will remain employed through the Separation Date. During the Transition Period, I will transition duties and responsibilities, as requested by the Company, and I will continue to abide by all of my contractual and legal obligations to the Company and by
TRANSITION AGREEMENTTransition Agreement • August 8th, 2024 • Vital Farms, Inc. • Food and kindred products
I, Jason Dale, acknowledge that my employment with Vital Farms, Inc. (the “Company”) will terminate on August 31, 2024 (the “Separation Date”), and the period of time between now and the Separation Date is referred to herein as the “Transition Period.” During the Transition Period, I will continue to perform my job duties as the Company’s Chief Operating Officer, transition these duties and responsibilities as requested by the Company, and continue to abide by all of my contractual and legal obligations to the Company and by the Company’s policies and procedures; provided, however, if the Company’s new Chief Supply Chain Officer (or other similarly titled successor to some or all of my current responsibilities) commences employment prior to August 31, 2024, I will immediately transition from my role as Chief Operating Officer and perform certain designated duties as Senior Advisor to the Chief Executive Officer for the remainder of the Transition Period. As part of this Transition Agre
EIGHTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENTRevolving Credit, Term Loan, and Security Agreement • March 24th, 2021 • Vital Farms, Inc. • Food and kindred products
This Eight Amendment to Revolving Credit, Term Loan, and Security Agreement (the “Amendment”) is made this 5th day of October, 2020 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (“Vital Farms”), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (“Vital Farms Missouri”), VITAL FARMS, LLC, a limited liability company organized under the laws of the State of Montana (“Vital Farms Montana”), SAGEBRUSH FOODSERVICE, LLC, a limited liability company organized under the laws of the State of Delaware (“Sagebrush”), BARN DOOR FARMS, LLC, a limited liability company organized under the laws of the State of Delaware (“Barn Door”), BACKYARD EGGS, LLC, a limited liability company organized under the laws of the State of Delaware (“Backyard”, and together with Vital Farms, Vital Farms Missouri, Vital Farms Montana, Sagebrush, Barn Door and each Person joined as a borrower from time to time, col
VITAL FARMS, INC. NINTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products • Delaware
This Ninth Amended and Restated Stockholders Agreement (this “Agreement”), is made and entered into as of July 6, 2020 (the “Effective Date”) by and among Vital Farms, Inc., a Delaware public benefit corporation (the “Company”), those persons identified on Schedule A attached hereto (each, a “Key Holder” and collectively, the “Key Holders”), those entities identified on Schedule B attached hereto (each, a “SJF Investor” and collectively, the “SJF Investors”), those persons and entities identified on Schedule C attached hereto (each, an “Investeco Investor” and collectively, the “Investeco Investors”), the entity identified on Schedule D attached hereto (the “Arborview Investor”), the entity identified on Schedule E hereto (the “Inherent Investor”), the entity identified on Schedule F hereto (the “Bowie Investor”), those persons and entities identified on Schedule G attached hereto (each, an “Individual Investor” and collectively, the “Individual Investors”), the entity identified on Sc
July 7, 2020 Scott Marcus [address] [address]Offer of Employment • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products
Vital Farms, Inc. (the “Company”) is pleased to offer you continued employment on the terms set forth in this Amended and Restated Offer Letter (the “Agreement”). Subject to your execution of this Agreement, as provided below, effective as of July 7, 2020 (the “Effective Date”), this Agreement amends, restates and supersedes prospectively in its entirety your prior offer letter with the Company dated February 11, 2016 (the “Prior Agreement”)
SEVENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENTRevolving Credit, Term Loan, and Security Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products
This Seventh Amendment to Revolving Credit, Term Loan, and Security Agreement (the “Amendment”) is made this 8th day of July, 2020 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (“Vital Farms”), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (“Vital Farms Missouri”), VITAL FARMS, LLC, a limited liability company organized under the laws of the State of Montana (“Vital Farms Montana”), SAGEBRUSH FOODSERVICE, LLC, a limited liability company organized under the laws of the State of Delaware (“Sagebrush”), BARN DOOR FARMS, LLC, a limited liability company organized under the laws of the State of Delaware (“Barn Door”), BACKYARD EGGS, LLC, a limited liability company organized under the laws of the State of Delaware (“Backyard”, and together with Vital Farms, Vital Farms Missouri, Vital Farms Montana, Sagebrush, Barn Door and each Person joined as a borrower from time to time, coll
AMENDED AND RESTATED TERM LOAN NOTETerm Loan Note • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products
THIS AMENDED AND RESTATED TERM LOAN NOTE is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement, dated as of October 4, 2017 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Borrowers, the various financial institutions named therein or which hereafter become a party thereto as lenders (the “Lenders”) and PNC, in its capacity as agent for Lenders (in such capacity, the “Agent”) and in its capacity as a Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Loan Agreement.
SIXTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN, AND SECURITY AGREEMENTRevolving Credit, Term Loan, and Security Agreement • July 9th, 2020 • Vital Farms, Inc. • Food and kindred products
This Sixth Amendment to Revolving Credit, Term Loan, and Security Agreement (the “Amendment”) is made this 18th day of June, 2020 by and among VITAL FARMS, INC., a corporation organized under the laws of the State of Delaware (“Vital Farms”), VITAL FARMS OF MISSOURI, LLC, a limited liability company organized under the laws of the State of Missouri (“Vital Farms Missouri”), VITAL FARMS, LLC, a limited liability company organized under the laws of the State of Montana (“Vital Farms Montana”), SAGEBRUSH FOODSERVICE, LLC, a limited liability company organized under the laws of the State of Delaware (“Sagebrush”), BARN DOOR FARMS, LLC, a limited liability company organized under the laws of the State of Delaware (“Barn Door”), BACKYARD EGGS, LLC, a limited liability company organized under the laws of the State of Delaware (“Backyard”, and together with Vital Farms, Vital Farms Missouri, Vital Farms Montana, Sagebrush, Barn Door and each Person joined as a borrower from time to time, colle
