AMENDMENT NUMBER TWENTY SEVEN TO LOAN AND SECURITY AGREEMENT

Exhibit 10.1

AMENDMENT NUMBER TWENTY SEVEN TO

LOAN AND SECURITY AGREEMENT

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:

RECITALS

WHEREAS, Xxxxxxxx and Xxxxxx have previously entered into that certain Loan and Security Agreement, dated as of June 30, 2016, as amended from time to time (the “Agreement”).

WHEREAS, Xxxxxxxx has requested that on the Amendment Twenty Seven Effective Date (i) Lender make an incremental increase in Term Loan B in the amount of $45,000,000 which shall be used to reduce the outstanding balance of the Revolving Loans, and (ii) the Maximum Revolver Amount be permanently reduced to $35,000,000.

WHEREAS, Xxxxxx has agreed to Xxxxxxxx’s requests subject to the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS. All terms which are defined in the Agreement shall have the same definition when used herein unless a different definition is assigned to such term under this Amendment.

2. AMENDMENTS. Effective as of the Amendment Twenty Seven Effective Date (as that term is defined in Section 2.1 of this Amendment), the Agreement is amended as follows:

2.1 Additional Definitions. Section 8 of the Agreement is amended by adding the following definitions:

“Amendment Twenty Seven” means that certain Amendment Number Twenty Seven to Loan and Security Agreement, dated as of March 7, 2024, between Xxxxxx and Borrower.

“Amendment Twenty Seven Effective Date” shall have the meaning set forth in the preamble to Amendment Twenty Seven.

2.2 Decrease in Maximum Revolver Amount. Effective as of Amendment Twenty Seven Effective Date, the Maximum Revolver Amount set forth in Section 1.A. of the Schedule to Loan Agreement is hereby amended to be $35,000,000.

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2.3 Increase Principal Balance of Term Loan B. On the Amendment Twenty Seven Effective Date Lender shall make an incremental increase of Term Loan B in the amount of $45,000,000 (the “Additional Term Loan B Proceeds) which shall be added to the outstanding principal balance of Term Loan B. Upon the funding of the incremental increase of Term Loan B, the aggregate outstanding principal balance of Term Loan B shall equal Ninety Million Dollars ($90,000,000). Borrower hereby directs Lender on the Amendment Twenty Seven Effective Date to apply all of the Additional Term Loan B Proceeds to the outstanding Revolving Loans. In connection with the incremental increase of Term Loan B, the first sentence of Section 1B to the Schedule to Loan and Security Agreement is amended and restated as follows:

Subject to the terms and conditions of this Agreement, Xxxxxx agrees to make a term loan (the “Term Loan B”) to Borrower in the principal amount of Forty Five Million Dollars ($45,000,000) which shall be increased on the Amendment Twenty Seven Effective Date by the principal amount of Forty Five Million Dollars ($45,000,000) thereby causing the aggregate amount of the outstanding principal balance of Term Loan B to equal Ninety Million Dollars ($90,000,000).

3. CONDITION PRECEDENT AND SUBSEQUENT.

3.1 Condition Precedent. This Amendment shall be effective only upon satisfaction in full of the following conditions precedent:

A. Xxxxxx shall have received a fully executed copy of this Amendment Twenty Seven.

4. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Lender that all of Borrower’s representations and warranties set forth in the Agreement are true, complete and accurate in all respects as of the date hereof.

5. LIMITED EFFECT. Except for the specific amendments contained in this Amendment, the Agreement shall remain unchanged and in full force and effect.

6. RELEASE BY XXXXXXXX. Borrower, for itself, and for its agents, servants, officers, directors, shareholders, employees, heirs, executors, administrators, successors and assigns, forever release and discharge Lender and its servants, employees, accountants, attorneys, shareholders, subsidiaries, officers, directors, heirs, executors, administrators, successors and assigns from any and all claims, demands, liabilities, accounts, obligations, costs, expenses, liens, actions, causes of action, rights to indemnity (legal or equitable), rights to subrogation, rights to contribution and remedies of any nature whatsoever, known or unknown, which Borrower had, now has, or has acquired, individually or jointly, at any time prior to the Amendment Twenty Seven Effective Date, including specifically, but not exclusively, and without limiting the generality of the foregoing, any and all of the claims, damages, demands and causes of action, known or unknown, suspected or unsuspected by Borrower which:

6.1 Arise out of the Loan Documents;

6.2 Arise by reason of any matter or thing alleged or referred to in, directly or indirectly, or in any way connected with, the Loan Documents; or

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6.3 Arise out of or in any way are connected with any loss, damage, or injury, whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Lender or any party acting on behalf of Xxxxxx.

7. WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542. Borrower acknowledges that there is a risk that subsequent to the execution of this Amendment it may incur or suffer losses, damages or injuries which are in some way caused by the transactions referred to in the Loan Documents or the Agreement, but which are unknown and unanticipated at the time this Agreement is executed. Borrower does hereby assume the above mentioned risks and agree that this Amendment shall apply to all unknown or unanticipated results of the transactions and occurrences described herein, as well as those known and anticipated, and upon advice of counsel, Borrower does hereby knowingly waive any and all rights and protections under California Civil Code Section 1542 which section has been duly explained and reads as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

8. LEGAL ADVICE OBTAINED. The advice of legal counsel has been obtained by each party prior to signing this Amendment and each party executes this Amendment voluntarily, with full knowledge of its significance, and with the express intention of effecting the legal consequences provided by Section 1541 of the California Civil Code, namely, the extinguishment of obligations except for the executory provisions of the Agreement as amended by this Amendment .

9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of this Amendment by each of the parties hereto.

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IN WITNESS WHEREOF, Xxxxxx and Xxxxxxxx have executed this Amendment.

REAL GOOD FOODS, LLC
By: The Real Good Food Company, Inc.
Its: Managing Member
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Executive Chairman

Signature Page to Amendment Number Twenty Seven to Loan and Security Agreement

PMC FINANCIAL SERVICES GROUP, LLC
By:		/s/Xxxxxx X. Xxxxxxx
Name:		Xxxxxx X. Xxxxxxx, III
Title:		President

Signature Page to Amendment Number Twenty Seven to Loan and Security Agreement