Paycheck Protection Loan Simplified Loan Agreement, dated May 9, 2020, by and between RGF, LLC and Carter Federal Credit Union

Business Membership Application

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT

MEMBER/ACCOUNT OWNER

BUSINESS/ORGANIZATION NAME: The Real Good Food Company, LLC

MEMBER NUMBER: [***]

BUSINESS TYPE: Limited Liability Corporation

BUSINESS START DATE: 2/3/2016

SERVICES OFFERED:

PHYSICAL ADDRESS: 111 N..Artsakh Avenue #201

Glendale CA 91206

BUSINESS PHONE: [***]

AUTHORIZED PERSON / AUTHORIZED SIGNER

NAME: Josh Schreider

DATE OF BIRTH: [***]

HOME ADDRESS: [***]

DRIVER’S LICENSE/PERSONAL ID NO. : [***]

TITLE /POSITION: COO

STATE ID ISSUED BY: AZ

ID EXPIRATION DATE: [***]

OWNERSHIP % (IF ANY) [***]

E-MAIL: [***]

CELL PHONE: [***]

NAME: Rhea Lamia

SSN/TIN: [***]

DATE OF BIRTH: [***]

HOME ADDRESS: [***]

DRIVER’S LICENSE/PERSONAL ID NO. : [***]

TITLE /POSITION: Signer for PPZ

STATE ID ISSUED BY: CA

ID EXPIRATION DATE: [***]

OWNERSHIP % (IF ANY) [***]

E-MAIL: [***]

CELL PHONE: [***]

NAME: Bryan T Freeman

SSN/TIN: [***]

DATE OF BIRTH: [***]

HOME ADDRESS: [***]

DRIVER’S LICENSE/PERSONAL ID NO. : [***]

TITLE /POSITION: Signer for Slingshot

STATE ID ISSUED BY: CA

ID EXPIRATION DATE: [***]

OWNERSHIP % (IF ANY) [***]

            E-MAIL: [***]

CELL PHONE: [***]

NAME:

SSN/TIN:

DATE OF BIRTH:

HOME ADDRESS:  

DRIVER’S LICENSE/PERSONAL ID NO. :

TITLE /POSITION:

STATE ID ISSUED BY:

ID EXPIRATION DATE:

OWNERSHIP % (IF ANY)

E-MAIL:

CELL PHONE:

  ACCOUNTS & SERVICES

TIN CERTIFICATION AND BACKUP WITHHOLDING INFORMATION

1.  The number shown on this form is the Account Owner’ s correct TIN (or the Account Owner is waiting for a number to be issued), and

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2.  The Account Owner is not subject to backup withholding because: (a) it is exempt from backup withholding, or (b) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Account Owner that it is no longer subject to backup withholding, and

3.  The Account Owner is a U.S. citizen or other U.S. person. For federal tax purposes, the Account Owner is considered a U.S. person if the Account Owner is: an individual who is a U.S. citizen or U.S. resident alien; a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; an estate (other than a foreign estate); or a domestic trust (as defined in Regulations section ###-###-####-7).

4.  The FATCA code(s) entered on this form (if any) indicating that the Account Owner is exempt from FATCA reporting is correct.

Exempt payee code (if any)                             

/s/ Josh Schreider                      

/s/ BFreeman                      

Josh Schreider (May 12, 2020)

BFreeman (May 12, 2020)

/s/ Rhea Lamia                     

Rhea Lamia (May 12, 2020)

Member/Owner. The Member/Owner name shown above is the complete and correct name of the Member/Owner. If applicable, all registered assumed names under which the Member/Owner does business are shown above. Each corporate officer, partner or trustee, whichever is applicable, warrants that the corporation, partnership, or living trust has been duly formed and is currently existing.

Authorized Signers. The officers, authorized agents, or trustees, as applicable, signing above (Signers) presently occupy the positions shown and are authorized to transact business on behalf of the Member/Owner. Each Signer agrees to notify the Credit Union in writing of any change in authority. Credit Union may request any other evidence of Signer’s authority at any time.

Authority.

Each Signer certifies and agrees that the Member/Owner’s accounts will be governed by the terms set forth in the Membership and Account Agreement and Account Card, as amended from time to time.

The Credit Union is directed to accept and pay without further inquiry any item, bearing the appropriate number of signatures as indicated above, drawn against any of the Member/Owner’s accounts. Unless otherwise indicated, any one Authorized Signer is expressly authorized to endorse all items payable to or owned by the Member/Owner for deposit with or collection by the Credit Union and to execute such other agreements and to perform any other transaction under the Agreement.

The authority given to the Authorized Signers and Persons Authorized to Receive Account Information shall remain in full force until written notice of revocation is delivered to and received by the Credit Union at each location where an account is maintained. Any such notice shall not affect any items in process at the time notice is given. An authorized officer, trustee, or agent of the Member/Owner will notify the Credit Union of any change in the Member/Owner’s composition, assumed business names, or any aspect of the entity affecting the deposit relationship between the Member/Owner and the Credit Union before any such change occurs. The Credit Union shall have no duty to inquire as to the powers and duties of any Signer and shall have no notice of any breach of fiduciary duties by any Signer unless the Credit Union has actual notice of wrongdoing.

The Persons Authorized to Receive Account Information, if applicable, are authorized to receive from the Credit Union, either orally or in writing, any information related to the account. Those persons are not authorized to withdraw funds or issue checks/drafts against or make any transaction related to the account.

CERTIFICATION OF BENEFICIAL OWNER(S)

Persons opening an account on behalf of a legal entity must provide the following information.

a.  Name and Title of Natural Person Opening Account:

            Josh Schreider

                COO

b.  Name, Type and Address of Legal Entity for Which the Account is Being Opened:

c.  The following information for each individual, if any, who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above. If no individual meets this definition, please check “Beneficial Owner Not Applicable” below and skip to the next section.

         Beneficial Owner Not Applicable

 [***]

 [***]

 [***]

d.  The following information for one individual with significant responsibility for managing the legal entity listed above, such as:

•   An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or

•   Any other individual who regularly performs similar functions (if appropriate, an individual listed under section (c) above may also be listed in this section (d)).

For U.S. Persons: Provide a Social Security Number.

I,Josh Schreider(name of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct.

Primary Borrower Name/Address

The Real Good Food Company, LLC -

111 N..Artsakh Avenue #201

Glendale CA 91206

Security Interest: To secure repayment of the loan evidenced by this Single Advance Loan Disclosure, and any extensions, renewals, or refinancing of the loan, you give the Credit Union a security interest in the property described in the “Security” section on Page 1 (“Pledged Property”). This security interest covers not only the Pledged Property, but also covers all proceeds of, substitutions or replacements for, and all accessions and improvements to the Pledged Property, as well as all proceeds from insurance and all refunds of unearned premiums related to the Pledged Property. The security interest also includes any replacements of the Pledged Property you buy within 10 days of the loan, as well as any money you receive for selling the Pledged Property.

You understand and agree that by authenticating this advance you give the Credit Union a security interest in all individual and joint deposit accounts you have in the credit union, now or in the future, except for those accounts, such as an IRA, Keogh Account, or similar government-authorized tax deferral account which would lose special tax treatment if pledged as security for a loan advance (collectively, the “Pledged Deposits”).

Refer to the section “Security for Closed-end Loan Types” in the Simplified Loan Agreement for additional terms and conditions related to security for this loan.

You promise that you own the Pledged Deposits and any Pledged Property given as collateral, and/or that you will use the proceeds of this loan to purchase the Pledged Property, and that no one else has or will have an interest in or claim against the collateral, except as now or previously disclosed to the Credit Union.

Any item of personal property you pledge as security for this Single Advance Loan Type (other than household goods or any dwelling) will secure repayment of amounts you owe the Credit Union in the future, if that intent is reflected in the Truth In Lending Disclosures furnished in connection with any such future loans.

Protection of the Collateral: Refer to the section “Protection of the Collateral” in the Simplified Loan Agreement for the terms and conditions related to your agreements and obligations with respect to the collateral.

Property Insurance and Taxes: Refer to the section “Property Insurance and Taxes” in the Simplified Loan Agreement for the terms and conditions related to your obligations to insure the collateral and to pay any taxes on the collateral.

Default: You will be in default if you fail to make payments are required by this Single Advance Loan Disclosure. You will also be in default if any of the events described in the “Default” section of the Simplified Loan Agreement occur. Refer to the Simplified Loan Agreement for additional terms and conditions related to default.

Remedies: Refer to the section “Remedies” in the Simplified Loan Agreement for the Credit Union’s remedies in the event of default.

Lien Impressment and Right of Setoff: Refer to the section “Lien Impressment and Right of Setoff for All Loan Types” in the Simplified Loan Agreement for the terms and conditions related to the Credit Union’s right to impress and enforce a statutory lien on your shares on deposit with the Credit Union and to the Credit Union’s right of setoff.

Simplified Loan Agreement: You understand and agree that upon authentication of this loan that this Single Advance Loan Disclosure becomes an integrated part of the Simplified Loan Agreement, and that all of the terms and conditions contained in the Simplified Loan Agreement are incorporated herein. Refer to the Simplified Loan Agreement for important additional terms and conditions.

Notice: You promise that your name and address shown in this Single Advance Loan Disclosure is your legal name and place of residence and such place is the proper address for all notice(s) that may be required and your further understand that changes in address must be submitted to the Credit Union in writing to be effective.

Limited Power of Attorney: By accepting the proceeds of the loan evidenced by this Single Advance Loan Disclosure, you hereby appoint the Credit Union to be your lawful Attorney-in-Fact for you to record a lien on the motor vehicle or other property described as collateral herein and to print your name and sign the Credit Union, in your behalf. Your Attorney-in-Fact can also do all things necessary to any other related document and bind you in a sufficient manner as you would do yourself were you personally present and signing your name. With full power of substitution and revocation, by evidence of this loan, you confirm whatever your Attorney-in-Fact causes to be done within the scope of the Power of Attorney.

SPOUSAL INTERVENTION—This paragraph is to be completed only when the Security Agreement affects previously owned household goods and only one spouse applies for individual credit.

FOR LOUISIANA RESIDENTS

AND NOW INTO THESE PRESENCE INTERVENES

my spouse, appearing herein for the limited purpose of concurring with the granting of a security interest on the community-owned property described on the face side of this contract in accordance with the terms and conditions of this Agreement consistent with Article 2347 of the Louisiana Civil Code without creating any liability with regard to my spouse’s separate property as well as (where applicable) to waive any homestead or other exemptions from seizure with regard to the secured property as may be granted under Louisiana law.

INTERVENOR (Spouse):

Credit Union Approval                                                                    Date

                                                         For Credit Union Use Only

Owner of Collateral Other than Borrower                      Seal            Date

Josh Schreider (May 12, 2020)

Borrower:

Organization Type:

Limited Liability Corporation

State of Organization:

California

Person(s) Authorized to Act on Behalf of Borrower:

Josh Schreider COO [***],

Rhea Lamia Signer for PPZ, Bryan Freeman Signer for Slingshot

Lender:

Carter Federal Credit Union

Loan Amount:

$308,702.00

RESOLUTIONS OF THE BORROWER PAYCHECK PROTECTION PROGRAM

The undersigned, being all the members of the governing body of Borrower, do hereby adopt the following resolutions in the name of and on behalf of Borrower, without the necessity of a formal meeting, and in lieu thereof.

WHEREAS, Borrower has been adversely affected by the COVID-19 Pandemic and faces economic uncertainty as a result of the pandemic; and

WHEREAS, Borrower has determined that it is eligible for a loan under the Paycheck Protection Program (the “Program”) authorized by Section 1102 of the Coronavirus Aid, Relief and Economic Security Act, HR 748 (Pub. Law 116-136) (the “CARES Act”); and

WHEREAS, the Company desires to apply to Lender for a loan in the amount set forth above (the “Loan”) under the Program; and

WHEREAS, Borrower will use the Loan in accordance with the requirements of the CARES Act and all applicable rules, regulations and guidance issued by the United States Small Business Administration and Secretary of the Treasury applicable to the Program (“Program Requirements”);

NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:

1.  Borrower shall be, and hereby is, authorized to apply for, make, accept and enter into the Loan on such terms and conditions as any Authorized Person shall deem appropriate, the execution of any promissory notes and other loan documents, certificates and agreements in connection with the Loan by any Authorized Person to be conclusive evidence of approval thereof by Borrower.

2.  Borrower shall be, and hereby is, authorized and directed to comply with any and all Program Requirements.

3.  Borrower shall be, and hereby is, authorized and directed to take any all actions necessary to cause the forgiveness of so much of the Loan as Borrower may be entitled under Section 1106 of the CARES Act, the execution of any applications, certifications and agreements and the providing of any information in connection therewith by any Authorized Person to be conclusive evidence of approval and authorization thereof by Borrower.

4.  Borrower shall be, and hereby is, authorized and directed to take such further actions or to execute such further documents as Authorized Person may deem necessary or advisable to consummate the transactions contemplated by these resolutions, the taking of each of such actions or the execution of each of such documents by any Authorized Person to be conclusive evidence of approval thereof by Borrower.

5.  Each action heretofore taken, and each document or instrument heretofore executed by Borrower in connection with the transactions contemplated by these Resolutions shall be, and hereby is, ratified, affirmed and approved in all respects.

The undersigned, being all the persons or entities required to approve these Resolutions on behalf of Borrower hereby execute these Resolutions for and on behalf of Borrower as of the dates set forth below.

Josh Schreider (May 12, 2020)

Josh Schreider, COO [***]

Rhea Lamia (May 12, 2020)

Rhea Lamia, Signer [***]

Bryan Freeman Signer