SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Effective as of February 27, 2019Limited Liability Company Agreement • March 7th, 2019 • Calavo Growers Inc • Agricultural services • Delaware
This Seventh Amended and Restated Limited Liability Company Agreement (as it may subsequently be amended from time to time in accordance with the terms hereof, this “Agreement,” unless as to any provision it is otherwise specified) is entered into effective as of February 27, 2019 (the “Effective Date”), by and among FreshRealm, LLC, a Delaware limited liability company (the “Company”), and the Members (as defined herein) signatory hereto from time to time. This Agreement governs the internal affairs of the Company and the authority of its Members. All of the matters set forth in this Agreement are to be considered the “internal affairs” of the Company. The Members, to the fullest extent possible, waive the application of the laws of any jurisdiction other than Delaware.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 7th, 2019 • Calavo Growers Inc • Agricultural services • California
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 28, 2019, and is entered into by and between CALAVO GROWERS, INC., a California corporation (the “Borrower”), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • March 7th, 2019 • Calavo Growers Inc • Agricultural services • California
This Amended and Restated Promissory Note ("Restated Note") is entered into by and between FreshRealm, LLC, a Delaware limited liability company, with offices at 476 East Main Street, Ventura, California 93001 (“Borrower”) and Calavo Growers, Inc., with offices at 1141-A Cummings Road, Santa Paula, CA 93060 (“Lender”), to amend in their entirety the following promissory notes entered into by Borrower and Lender. The promissory notes executed by FreshRealm are as follows:
Re:Fourth Amendment to Senior Promissory Note and Note and Membership Unit Purchase AgreementSenior Promissory Note and Note and Membership Unit Purchase Agreement • March 7th, 2019 • Calavo Growers Inc • Agricultural services • California
We refer to that certain Note and Membership Unit Purchase Agreement (the “Purchase Agreement”), dated as of July 31, 2018, by and between FreshRealm, LLC, a Delaware limited liability company (“Borrower”) and Calavo Growers, Inc., a California corporation (“Lender”), pursuant to which Borrower issued to Lender a Senior Promissory Note, dated August 10, 2018 (the “Note”) in respect of an aggregate principal sum of $12,000,0000 and entered into a Security Agreement (“Security Agreement”) and Intellectual Property Security Agreement (“IP Security Agreement”), each dated August 10, 2018 with Lender, and Borrower and Lender entered into that certain Letter Agreement (“Letter Agreement”), dated October 4, 2018, and that certain Second Letter Agreement (“Second Letter Agreement”), dated November 15, 2018, and that certain Third Letter Agreement dated November 2018 (“Third Letter Agreement”). Borrower and Lender shall be referred to herein as the “Parties” and the Purchase Agreement, Note, Se
