AMENDED AND RESTATED
SENIOR SECURED LOAN AGREEMENT
AND PROMISSORY NOTE
February 3, 2021
THIS AMENDED AND RESTATED SENIOR SECURED LOAN AGREEMENT AND PROMISSORY NOTE ("Senior Amended Note") is entered into and made effective as of February 3, 2021 ("Effective Date"), by and between CALAVO GROWERS, INC., a California corporation ("Lender"), located at 1141-A Cummings Road, Santa Paula, CA 93060, and FRESHREALM, LLC, a Delaware limited liability company ("Borrower"), located at 34 N Palm St Suite 100, Ventura, CA 93001.
WHEREAS, on August 10, 2018, B01Tower and Lender previously entered into that certain Senior Promissory Note, fully amended and restated on September 18, 2019, and as amended eleven (11) times in total and most recently amended on April 17, 2020 (collectively, the "Original Note"). As of the Effective Date, the total amount due under the Original Note is Thirty Four Million Seven Hundred Forty Four Thousand Five Hundred Twenty-One Dollars and Sixty-Two Cents ($34,744,521.62), (the "Senior Loan Amount").
WHEREAS, Bonower and Lender originally entered into that certain original Security Agreement dated August 10, 2018, which was fully restated and amended pursuant to that First Restated and Amended Security Agreement, effective September 18, 2019, as amended on October 8, 2019, and that certain original Intellectual Property Security Agreement, dated August 10, 2018, which was fully restated and amended pursuant to that First Amended and Restated Intellectual Property Security Agreement, effective September 18, 2019, as amended on October 8, 2019 (collectively, the "Original Security Agreements"), to provide a continuing security interest in the assets and collateral of Bon-ower in favor of Lender as an inducement for Lender to loan certain additional funds to Bon-ower under the Original Note.
WHEREAS, simultaneously in connection and of even date herewith, the parties have entered into that ce1iain Limited Liability Company Member Separation and Release Agreement ("Separation Agreement"), a copy of which is attached hereto as Exhibit A, pursuant to which the parties have agreed that Lender will cease being a limited liability company member in Bonower as well as have entered into other agreements and arrangements between the parties;
WHEREAS, as a result of entering into the Separation Agreement, Borrower and Lender desire to amend and restate the Original Note on the terms and conditions stated herein by entering into this Senior Amended Note, as well as amend the Original Security Agreements pursuant to that certain Third Amended and Restated Security Agreement, a copy of which is attached hereto as Exhibit B, and that certain Third Amended and Restated Intellectual Property Security Agreement, a copy of which is attached hereto as Exhibit C, with both security agreements collectively refened to herein as the "Amended Security Agreements", again affirming and continuing Lender's first priority security interest in all of the assets and collateral of Bon-ower.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: