THE REAL GOOD FOOD COMPANY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • Real Good Food Company, Inc. • Food and kindred products • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2021 among The Real Good Food Company, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors”) and each Person who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
INDENTURE THE REAL GOOD FOOD COMPANY, INC. and Trustee Dated as of __, 20__Indenture • September 11th, 2023 • Real Good Food Company, Inc. • Food and kindred products • New York
Indenture, dated as of __________, 20__, between The Real Good Food Company, Inc., a company incorporated under the laws of Delaware (“Company”), and [______] (“Trustee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 28th, 2021 • Real Good Food Company, Inc. • Food and kindred products • New Jersey
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 27, 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the “Company”), and Bryan Freeman (the “Executive”) and is effective as of (the “Effective Date”).
Loan and Security AgreementLoan and Security Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between PMC Financial Services Group, LLC, a Delaware limited liability company (“Lender”), whose address is 3816 E. La Palma Avenue, Anaheim, CA 92807, and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
REAL GOOD FOODS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 20, 2024Limited Liability Company Agreement • September 26th, 2024 • Real Good Food Company, Inc. • Food and kindred products • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Real Good Foods, LLC, a Delaware limited liability company (the “Company”), is entered into as of September 20, 2024, by and among the Company, The Real Good Food Company, Inc., a Delaware corporation (the “Corporation”), as the Managing Member, and the Members set forth herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
FIRST RESTATED AND AMENDED TAX RECEIVABLE AGREEMENT among THE REAL GOOD FOOD COMPANY, INC., THE TRA HOLDERS, and THE TRA HOLDER REPRESENTATIVETax Receivable Agreement • September 26th, 2024 • Real Good Food Company, Inc. • Food and kindred products • Delaware
This FIRST RESTATED AND AMENDED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”) is dated as of September 20, 2024 by and among The Real Good Food Company, Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holder Representative, and each of the other Persons from time to time party hereto (the “TRA Holders”).
PURCHASE AGREEMENTPurchase Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products • California
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into on February 16, 2021, (the “Effective Date”) among PMC FINANCIAL SERVICES GROUP, LLC (“Seller”), and THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (the “Buyer”).
AMENDMENT NUMBER SEVENTEEN TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products
THIS AMENDMENT NUMBER SEVENTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 29, 2021 (the “Amendment Sixteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borrower”), in light of the following:
Schedule #2 to Loan and Security AgreementLoan and Security Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products
This Schedule forms an integral part of the Loan and Security Agreement between PMC Financial Services Group, LLC and the above-borrower of even date, and is supplementary to the existing Schedules.
AMENDMENT NUMBER TWENTY FOUR TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2023 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER TWENTY FOUR TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 28, 2023 (the “Amendment Twenty Four Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“Borrower”), in light of the following:
LOAN AGREEMENTLoan Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products • California
THIS LOAN AGREEMENT (“Agreement”) is made this 1st day of June, 2017 by and between THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (“Borrower”) and PPZ, LLC, a Wyoming limited liability company, or its designee (“Lender”). Borrower and Lender are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”.
AMENDMENT NUMBER FIFTEEN TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products
THIS AMENDMENT NUMBER FIFTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 7, 2020 (the “Amendment Fifteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borrower”), in light of the following:
LEASELease • September 21st, 2021 • Project Clean, Inc. • Food and kindred products • New Jersey
THIS LEASE is made on the 1 day of June , 2021, between 3 ECCH Owner LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”); and The Real Good Food Company LLC, a California limited liability company (hereinafter referred to as “Tenant”).
AMENDMENT NUMBER EIGHTEEN TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products
THIS AMENDMENT NUMBER EIGHTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 2021 (the “Amendment Eighteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borrower”), in light of the following:
Schedule to Loan and Security AgreementLoan and Security Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products
This Schedule forms an integral part of the Loan and Security Agreement between PMC Financial Services Group, LLC and the above-borrower of even date (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement” or the “Loan Agreement”).
PROFIT PARTICIPATION AGREEMENTProfit Participation Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products • California
This Operating Agreement (this “Agreement”) of The Real Good Food Company LLC (the “Company”), is entered into as of November , 2016 (the “Effective Date”), by the undersigned and any party subsequently admitted as a Member in accordance with the terms and conditions of this Agreement (referred to individually as a “Member” or collectively as the “Members”).
AMENDMENT NUMBER SIXTEEN TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products
THIS AMENDMENT NUMBER SIXTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 16, 2021 (the “Amendment Sixteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borrower”), in light of the following:
AMENDMENT NUMBER TWENTY SEVEN TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 12th, 2024 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER TWENTY SEVEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 7, 2024 (the “Amendment Twenty Seven Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“Borrower”), in light of the following:
CONTRACT PACKING AGREEMENTContract Packing Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products • California
This Contract Packing Agreement (the “Agreement”) is made effective as of November 5, 2018 (the “Effective Date”) between Me Gusta Gourmet (“Manufacturer”), having its principal offices at 28212 Constellation, Valencia, CA 91355, and The Real Good Food Company LLC, a California Limited Liability Company (“RGF”) having its principal offices at 111 Maryland Ave, Glendale, CA 91201. Manufacturer and RGF are sometimes hereinafter referred to individually as a “Party” and together as the “Parties”.
INDUSTRIAL BUILDING LEASE (Triple Net Single-Tenant)Industrial Building Lease • October 28th, 2021 • Real Good Food Company, Inc. • Food and kindred products
AMENDMENT NUMBER THIRTY ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 18th, 2024 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER THIRTY ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 14, 2024 (the “Amendment Thirty One Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“Borrower”), in light of the following:
AMENDMENT NUMBER TWENTY THREE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2023 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER TWENTY THREE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 14, 2022 (the “Amendment Twenty Three Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“Borrower”), in light of the following:
Shares of Class A Common Stock The Real Good Food Company, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2021 • Real Good Food Company, Inc. • Food and kindred products • New York
AMENDMENT NUMBER TWENTY TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 5th, 2022 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER TWENTY TWO TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 31, 2021 (the “Amendment Twenty Two Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company, as successor to THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (“Borrower”), in light of the following:
6,785,715 Shares of Class A Common Stock The Real Good Food Company, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2023 • Real Good Food Company, Inc. • Food and kindred products • New York
AMENDMENT NUMBER THIRTY TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2024 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER THIRTY TWO TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 8, 2024 (the “Amendment Thirty Two Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“Borrower”), in light of the following:
ContractJunior Lien Intercreditor Agreement • September 26th, 2024 • Real Good Food Company, Inc. • Food and kindred products
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (I) THE LIENS AND SECURITY INTERESTS GRANTED TO THE APPLICABLE SECOND PRIORITY REPRESENTATIVE (AS DEFINED IN THE JUNIOR LIEN INTERCREDITOR AGREEMENT) PURSUANT TO THIS AGREEMENT ARE EXPRESSLY SUBJECT AND SUBORDINATE TO THE LIENS AND SECURITY INTERESTS GRANTED TO EMBLEM-RGF MAIN LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT UNDER AND PURSUANT TO THE SUPER-PRIORITY LOAN AND SECURITY AGREEMENT, DATED AS OF SEPTEMBER 20, 2024 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME), AND THE OTHER SENIOR PRIORITY REPRESENTATIVES (AS DEFINED IN THE JUNIOR LIEN INTERCREDITOR AGREEMENT), IF ANY, FROM THE BORROWER AND THE OTHER “GRANTORS” REFERRED TO THEREIN, IN FAVOR OF SUCH OTHER SENIOR PRIORITY REPRESENTATIVES (AS DEFINED IN THE JUNIOR LIEN INTERCREDITOR AGREEMENT), IF ANY, PURSUANT TO THE BELOW-DEFINED JUNIOR LIEN INTERCREDITOR AGREEMENT, AND (II) THE EXERCISE OF ANY RIGHT OR REMEDY BY THE SECOND P
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 21st, 2021 • Project Clean, Inc. • Food and kindred products • California
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is made as of the 25th day of October, 2018 by and between THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (“Borrower”) and PPZ, LLC, a Wyoming limited liability company, or its designee (“Lender”). Borrower and Lender are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”.
EXCHANGE AGREEMENTExchange Agreement • September 26th, 2024 • Real Good Food Company, Inc. • Food and kindred products • Delaware
CONDITIONAL WAIVER AGREEMENTConditional Waiver Agreement • April 30th, 2024 • Real Good Food Company, Inc. • Food and kindred products • California
THIS CONDITIONAL WAIVER AGREEMENT (this “Agreement”) is entered into as of April 26, 2024 (the “Agreement Date”), between REAL GOOD FOODS, LLC, a Delaware corporation (“Borrower”), and PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and is based on the following facts:
AMENDMENT NUMBER TWENTY FIVE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 26th, 2023 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER TWENTY FIVE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 17, 2023 (the “Amendment Twenty Five Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“Borrower”), in light of the following:
AMENDMENT NUMBER THIRTY TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2024 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER THIRTY TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 28, 2024 (the “Amendment Thirty Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“Borrower”), in light of the following:
AMENDMENT NUMBER TWENTY-ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2021 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER TWENTY-ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 6, 2021 (the “Amendment Twenty-one Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borrower”), in light of the following:
AMENDMENT NUMBER TWENTY SIX TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 22nd, 2023 • Real Good Food Company, Inc. • Food and kindred products
THIS AMENDMENT NUMBER TWENTY SIX TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 20, 2023 (the “Amendment Twenty Six Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“Borrower”), in light of the following:
Emblem-RGF Main LLC Super-Priority Loan and Security AgreementSuper-Priority Loan and Security Agreement • September 26th, 2024 • Real Good Food Company, Inc. • Food and kindred products • New York
THIS SUPER-PRIORITY LOAN AND SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into on the above date by and among The Real Good Food Company, Inc., a Delaware corporation (“Holdings”), Real Good Foods, LLC (f.k.a. The Real Good Food Company LLC), a Delaware limited liability company ( “Borrower”), the Lenders from time to time party hereto and Emblem-RGF Main LLC, in its capacity as administrative agent for the Lenders ( “Administrative Agent”) and as collateral agent for the Secured Parties ( “Collateral Agent”). The Schedule to this Agreement (the “Schedule”) and each of the Annexes referred herein shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
