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”).
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
EXCHANGE AGREEMENTExchange Agreement • September 26th, 2024 • Real Good Food Company, Inc. • Food and kindred products • Delaware
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.)
PMC Financial Services Group, LLC Amended and Restated Super-Priority Loan and Security AgreementSuper-Priority Loan and Security Agreement • September 26th, 2024 • Real Good Food Company, Inc. • Food and kindred products
WHEREAS, PMC Financial Services Group, LLC (the “Lender”) and Real Good Foods, LLC (f.k.a. The Real Good Food Company LLC), a Delaware limited liability company (the “Borrower”), whose chief executive office is located at the above address, are party to that certain Loan and Security Agreement, dated as of June 30, 2016 (as amended, supplemented, or otherwise modified prior to the Restatement Date, the “Existing Loan Agreement”), pursuant to which Lender made (a) Revolving Loans (as defined in the Existing Loan Agreement) in a principal amount as of the Restatement Date equal to $49,995,514.17 and unpaid interest and expenses in the amount of $1,654,120.87 (the “Existing Revolving Loan”), (b) the COI Equipment Term Loan (as defined in the Existing Loan Agreement) in a principal amount as of the Restatement Date equal to $9,194,249.20 and unpaid interest and expenses in the amount of $137,783.17 (the “Existing COI Equipment Term Loan”) and (c) the Term Loan B (as defined in the Existing
Emblem-RGF Main LLC Schedule to Super-Priority Loan and Security AgreementSuper-Priority Loan and Security Agreement • September 26th, 2024 • Real Good Food Company, Inc. • Food and kindred products
This Schedule forms an integral part of 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, this “Agreement”) 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 (the “Borrower”), the Lenders from time to time party hereto and Emblem-RGF Main LLC, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
