AMENDED AND RESTATED TERM LOAN NOTE

Exhibit 10.23

AMENDED AND RESTATED TERM LOAN NOTE

$7,909,523.84 June 18, 2020

FOR VALUE RECEIVED, VITAL FARMS, INC., a corporation formed 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”), and 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, collectively, the “Borrowers”, and each individually, a “Borrower”), hereby jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (“PNC”), at the office of Agent (as defined below) at the address set forth in the Loan Agreement (as defined below) or at such other place as Agent may from time to time designate to Borrowing Agent in writing: (i) at the end of the Term or (ii) earlier as provided in the Loan Agreement, the principal sum of SEVEN MILLION NINE HUNDRED NINE THOUSAND FIVE HUNDRED TWENTY THREE DOLLARS AND EIGHTY FOUR CENTS ($7,909,523.84) or such lesser sum which then represents PNC’s Term Loan Commitment Percentage of the aggregate unpaid principal amount of the Term Loan, in installments of principal as set forth in the Loan Agreement, each of which installments of principal shall be due and payable in accordance with the terms of the Loan Agreement, in lawful money of the United States of America in immediately available funds, together with interest on the principal amount hereunder remaining unpaid from time to time until this Term Loan Note is fully paid, at the rate or rates from time to time in effect under the Loan Agreement.

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.

Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever as further set forth in the Loan Agreement.

This Amended and Restated Term Loan Note is the Term Note referred to in the Loan Agreement, which among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayments of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain terms and conditions therein specified.

This Amended and Restated Term Loan Note amends, restates and replaces in its entirety that certain Term Loan Note, dated October 4, 2017 (the “Existing Note”), executed by Xxxxxxxxx and payable to the order of PNC, but no novation of the indebtedness evidenced by the Existing Note is intended nor shall be deemed to have occurred by virtue of this amendment and restatement of the Existing Note, the indebtedness evidenced hereby continues to be outstanding and owing by the Borrowers to PNC, and by its signatures below, the Borrowers confirm and reaffirm their liability for the payment when due of such indebtedness.

THIS AMENDED AND RESTATED TERM LOAN NOTE, AND ALL MATTERS RELATING HERETO OR ARISING HEREFROM (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURES TO FOLLOW ON SEPARATE PAGE]

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Revolving Credit Note the day and year first written above intending to be legally bound hereby.

VITAL FARMS, INC.
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:  Chief Operating Officer
VITAL FARMS OF MISSOURI, LLC
		By its Member: Vital Farms, Inc.
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:  Chief Operating Officer
VITAL FARMS, LLC
		By its Manager: Vital Farms, Inc.
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:  Chief Operating Officer
SAGEBRUSH FOODSERVICE, LLC
		By its Manager: Vital Farms, Inc.
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:  Chief Operating Officer
BARN DOOR FARMS, LLC
		By its Manager: Vital Farms, Inc.
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:  Chief Operating Officer

[SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT NOTE]

BACKYARD EGGS, LLC
		By its Manager: Vital Farms, Inc.
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:  Chief Operating Officer

[SIGNATURE PAGE TO AMENDED AND RESTATED TERM LOAN NOTE]