Exhibit 10.9


 


FIRST AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS FIRST AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this “Amendment”) dated as of November 22, 2017, is entered into by MARQUETTE BUSINESS CREDIT, LLC, a Delaware
limited liability company (“Lender”), and ITTELLA INTERNATIONAL, INC.., a California corporation (“Borrower”),
with reference to the following facts:


 


RECITALS


 


		A.	Lender and Borrower are parties to a Loan and Security Agreement dated as of September 25, 2017
(as has been or may be amended, supplemented, replaced, restated or otherwise modified, the “Loan Agreement”), pursuant
to which Lender has provided certain credit facilities to Borrower.



 


		B.	Borrower has requested that Lender provide Borrower with a letter of credit facility.



 


		C.	Lender is willing to provide such accommodations to the Borrower on the terms and conditions set
forth below.



 


NOW, THEREFORE, the parties hereby agree
as follows:


 


		1.	Defined Terms. Any and all initially capitalized terms used in this Amendment (including,
without limitation, in the Recitals to this Amendment) without definition shall have the respective meanings assigned thereto in
the Loan Agreement.



 


		2.	Additional Guarantor. The definition of “Guarantor” in Section 1.1 of
the Loan Agreement is hereby amended to read in full as follows:



 


“Guarantor”
and “Guarantors” mean(s) Salvatore Galletti, Deluna Investments, Inc. and each other Person that guarantees
the payment and performance of any of the Obligations; provided, however, the guaranty of Salvatore Galletti
shall be released by Lender if Borrower delivers a Compliance Certificate for the fiscal period ending on January 31, 2018 demonstrating
as follows: (A) no Default or Event of Default has occurred, and (B) Borrower’s Fixed Charge Coverage Ratio is not less
than 1.10 to 1.00.


 


		3.	Facility Limit. The definition of “Revolving Facility Limit” in Section 1.1
of the Loan Agreement is hereby amended to read in full as follows:



 


“Revolving Facility Limit”
means $4,000,000 minus Letter of Credit Exposure.


 


		4.	New Defined Terms. Section 1.1 of the Loan Agreement is hereby amended to and supplemented
to add the following new defined terms:



 


“Deluna Property” means
the real property commonly known as 1622 South Gaffey Street, San Pedro, California.


 






    	 	-1-	[First Amendment to 
 Loan and Security Agreement]



     


    

 


“ISP” means,
with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuer Documents” means
with respect to any Letter of Credit, the Letter of Credit application, and any other document, agreement and instrument entered
into by the Lender, the issuing bank and/or the Borrower or in favor of the issuing bank or Lender and relating to such Letter
of Credit.


 


“L/C Fee” has the meaning
given to it in Section 2.7.


 


“L/C Maximum Amount” means the lesser of:


 


(A) the greater of:


 


(i) €750,000,
or


 


(ii) $900,000;
or


 


(B) 50% of the appraised value of the Deluna
Property.


 


“L/C Reimbursement Obligations”
means all Obligations related to or arising out of the issuance of any Letters of Credit.


 


“Letters of Credit”
has the meaning given to it in Section 2.7.


 


“Letter of Credit Exposure”
means, at any time, the sum of (i) the aggregate undrawn amount of all Letters of Credit outstanding pursuant hereto at such time,
plus (ii) the aggregate amount of all drawings under such Letters of Credit for which the issuer has not been reimbursed.


 


Letter of Credit Facility. The Loan
Agreement is hereby amended and supplemented to add a new Section 2.7 as follows:


 


Section 2.7Letters of Credit.


 


(i) Provided
no Default or Event of Default has occurred, at the request of Borrower, Lender may arrange for the issuance of letters of credit
for the account of Borrower and guarantees of payment of such letters of credit, in each case in form and substance satisfactory
to Lender in its sole discretion (each a “Letter of Credit” and collectively, “Letters of Credit”).


 


(ii) Borrower
shall give Lender at least three (3) Business Days prior written notice requesting the issuance of any Letter of Credit, specifying
the date such Letter of Credit is to be issued, identifying the beneficiary to which such Letter of Credit relates and describing
the nature of the transactions proposed to be supported thereby.


 






    	 	-2-	[First Amendment to 
 Loan and Security Agreement]



     


    

 


(iii) The
aggregate face amount of all outstanding Letters of Credit from time to time shall not to exceed the lesser of:


 


(A) The
Revolving Facility Limit minus all outstanding Revolving Loans; and


 


(B) the
L/C Maximum Amount.


 


(iv) Borrower shall pay all bank
charges for the issuance of Letters of Credit, together with the following fees (collectively, the “L/C Fee”):


 


(A) 1.00%
of the face amount of each Letter of Credit on the issuance date of such Letter of Credit and each anniversary thereof; and


 


(B) a
$400 processing fee on the issuance date of each Letter of Credit.


 


The L/C Fee shall be deemed to be fully
earned and shall be due and payable in full upon the issuance of each Letter of Credit. Any advance by Lender under or in connection
with a Letter of Credit shall constitute an Obligation hereunder.


 


(v) Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the issuing bank
or Lender (upon Lender becoming aware thereof) shall notify the Borrower thereof. Not later than 12:00 p.m. on the date of any
payment by the issuing bank or Lender under or with respect to a Letter of Credit (each such date, an ‘Honor Date’),
the Borrower shall reimburse the issuer of the Letter of Credit or Lender, as applicable, in an amount equal to the amount of
such drawing. If the Borrower fails to so reimburse such Person by such time, the Borrower shall be deemed to have requested a
borrowing of Revolving Loans to be disbursed on the Honor Date in an amount equal to amount of the unreimbursed drawing. Any
notice given by the issuing bank or Lender pursuant to this Section 2.6(v) may be given by telephone to a Responsible
Officer if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect
the conclusiveness or binding effect of such notice.


 


(vi) Unless otherwise consented to
in writing by Lender, the expiration of any Letter of Credit shall not be later than the earlier of:


 


(A) one
year after the date of issuance of such Letter of Credit; or


 


(B) 30
days prior to the Maturity Date.


 


(vii) Immediately
upon the Facility Termination Date, Borrower shall:


 


(A) provide
cash collateral to Lender in an amount equal to 105% of the maximum amount of Lender’s obligations under or in connection
with all then-outstanding Letters of Credit, or


 


(B) cause
to be delivered to Lender releases of all of Lender’s obligations under all then-outstanding Letters of Credit.


 






    	 	-3-	[First Amendment to 
 Loan and Security Agreement]



     


    

 


(viii) The Lender shall not be under any
obligation to arrange the issuance of any Letter of Credit if:


 


(A) any
order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the issuing
bank from issuing the Letter of Credit, or any law applicable to the issuing bank or any request or directive (whether or not having
the force of law) from any governmental authority with jurisdiction over the issuing bank shall prohibit, or request that the issuing
bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon
the issuing bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the issuing bank
is not otherwise compensated hereunder) not in effect on the Agreement Date, or shall impose upon the issuing bank any unreimbursed
loss, cost or expense which was not applicable on the Agreement Date and which the issuing bank in good faith deems material to
it;


 


(B) the
issuance of the Letter of Credit would violate one or more policies of the issuing bank applicable to letters of credit generally;
or


 


(C) the
Letter of Credit is to be denominated in a currency other than Dollars.


 


(ix) Unless
otherwise expressly agreed by the issuing bank, Lender and the Borrower when a Letter of Credit is issued, (i) the rules of the
ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, neither the issuing bank nor Lender shall be responsible
to the Borrower for, and the issuing bank and Lender’s rights and remedies against the Borrower shall not be impaired by,
any action or inaction of the issuing bank or Lender required or permitted under any law, order, or practice that is required or
permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where the issuing
bank, Lender or the beneficiary is located, the practice stated in the ISP as applicable, or in the decisions, opinions, practice
statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International
Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter
of Credit chooses such law or practice.


 


(x) At
Lender’s reasonable discretion, any proceeds of Collateral received by Lender may be held as the cash collateral required
by this Section 2.7.


 


(xi) Borrower
hereby agrees to indemnify, save, and hold Lender harmless from any loss, cost, expense, or liability, including payments made
by Lender, expenses, and attorneys’ fees incurred by Lender arising out of or in connection with any Letters of Credit. Borrower
agrees to be bound by the issuing bank’s regulations and, reasonable interpretations (from the standpoint of a secured lender)
of any Letters of Credit guaranteed by Lender and opened for Borrower’s account or by Lender’s interpretations of any
Letter of Credit issued by Lender for Borrower’s account, and Borrower understands and agrees that Lender shall not be liable
for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained
in the Letters of Credit or any modifications, amendments, or supplements thereto. Borrower understands that Lender may indemnify
the bank issuing a Letter of Credit for certain costs or liabilities arising out of claims by Borrower against such issuing bank.
Borrower hereby agrees to indemnify and hold Lender harmless with respect to any loss, cost, expense, or liability incurred by
Lender (other than a loss, cost, expense or liability caused by Lender’s gross negligence, bad faith or willful misconduct)
under any such indemnification by Lender to any issuing bank.


 






    	 	-4-	[First Amendment to 
 Loan and Security Agreement]



     


    

 


(xii) Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter
of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its
terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof,
the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect
to all such increases, whether or not such maximum stated amount is in effect at such time.”


 


	5.	Representations and Warranties. Borrower represents
and warrants to Lender that:



 


		(a)	There exists no Default or Event of Default, or any other condition or occurrence of events that
now constitute or with the passage of time or the giving of notice or both, would constitute a Default or Event of Default, under
the Loan Agreement or any other Loan Document.



 


		(b)	Each person executing and delivering this Amendment (other than Lender), has been duly authorized
by all necessary corporate action.



 


		(c)	All representations and warranties contained in the Loan Documents, except for those that speak
as of a particular date, are and remain true and correct in all material respects as of the date of this Amendment.



 


	6.	Conditions Precedent. The effectiveness of this
Amendment shall be subject to the prior satisfaction of each of the following conditions:



 


		(a)	This Amendment. Lender shall have received this Amendment duly executed by an authorized
officer of Borrower;



 


		(b)	Guaranty. Lender shall have received a duly executed guaranty of Deluna Investments, Inc.



 


		(c)	Deed of Trust. Lender shall have received a duly executed, notarized, and recorded deed
of trust in favor of Lender with respect to the Deluna Property;



 


		(d)	Title Insurance. Lender shall have received a commitment from a title company acceptable
to Lender to issue a lender’s policy of title insurance with respect to the foregoing deed of trust, in such amounts, with
such endorsements and subject to such exceptions, as Lender, in each case, may approve in its sole and absolute discretion;



 


		(e)	Authority. Lender shall have received such officer’s certificates and other certificates
of Borrower and Deluna Investments, Inc. approving this Amendment and each of the documents executed in connection herewith, each
in form acceptable to Lender in its sole discretion.



  






    	 	-5-	[First Amendment to 
 Loan and Security Agreement]



     


    

  


	7.	Integration. This Amendment, the Loan Documents
and the documents referred to herein constitute the entire agreement of the parties in connection with the subject matter hereof
and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations
regarding the subject matter hereof, if any, are merged into this Amendment.


 


		8.	Counterparts. This Amendment may be executed in multiple counterparts, each of which when
so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute but one and the same
agreement.



 


		9.	Governing Law. This Amendment, the interpretation and construction of this Amendment and
any provision of this Amendment and of any issue relating to the transactions contemplated by this Amendment shall be governed
by the laws of the State of California, not including conflicts of law rules.



 


		10.	Further Assurances. Borrower agrees to execute and deliver such other agreements, documents
and instruments and take such other actions as Lender may reasonably request in connection with the transactions contemplated by
this Amendment.



 


[Signature Page Follows]


 






    	 	-6-	[First Amendment to 
 Loan and Security Agreement]



     


    

 


IN WITNESS WHEREOF, Borrower and Lender
have executed this Amendment by their respective duly authorized officers as of the date first above written.


 


	 	MARQUETTE BUSINESS CREDIT, LLC, 

a Delaware limited liability company


 


	 	By: 	/s/ Xavier Gannon
	 	Name:	Xavier Gannon
	 	Title:	Senior Vice President


 


	 	ITTELLA INTERNATIONAL, INC.., 

a California corporation


 


	 	By:	/s/ Salvatore Galletti
	 	Name:	Salvatore Galletti
	 	Title:	President


 





    	 	-7-	[First Amendment to 
 Loan and Security Agreement]



     


    




 


SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this “Amendment”) dated as of December 4, 2017, is entered into by MARQUETTE BUSINESS CREDIT, LLC, a Delaware
limited liability company (“Lender”), and ITTELLA INTERNATIONAL, INC.., a California corporation (“Borrower”),
with reference to the following facts:


 


RECITALS


 


A. Lender
and Borrower are parties to a Loan and Security Agreement dated as of September 25, 2017 (as has been or may be amended, supplemented,
replaced, restated or otherwise modified, the “Loan Agreement”), pursuant to which Lender has provided certain credit
facilities to Borrower.


 


B. Borrower
has requested that Lender extend the maturity date of the Loan Agreement.


 


C. Lender
is willing to provide such accommodations to the Borrower on the terms and conditions set forth below.


 


NOW, THEREFORE, the parties hereby agree
as follows:


 


	1.	Defined Terms. Any and all initially capitalized terms used in this Amendment
                                                  (including, without limitation, in the Recitals to this Amendment) without definition shall have the respective meanings
                                                  assigned thereto in the Loan Agreement.



 


	2.	Maturity Date. The definition of “Maturity
                                         Date” in Section 1.1 of Loan Agreement is hereby amended to read in full
                                         as follows:



 


“Maturity Date” means
May 25, 2021.


 


	3.	Representations and Warranties. Borrower represents
and warrants to Lender that:



 


		(a)	There exists no Default or Event of Default, or any other
condition or occurrence of events that now constitute or with the passage of time or the giving of notice or both, would constitute
a Default or Event of Default, under the Loan Agreement or any other Loan Document.



 


		(b)	Each person executing and delivering this Amendment (other
than Lender), has been duly authorized by all necessary corporate action.



 


		(c)	All representations and warranties contained in the Loan
Documents, except for those that speak as of a particular date, are and remain true and correct in all material respects as of
the date of this Amendment.



 


	4.	Conditions Precedent. The effectiveness of this
Amendment shall be subject to the prior satisfaction of each of the following conditions:



 


		(a)	This Amendment. Lender shall have received this
Amendment duly executed by an authorized officer of Borrower and each Guarantor;



 






    	 	-1-	[Second Amendment to 
 Loan and Security Agreement]



     


    

 


		(b)	Authority. Lender shall have received such officer’s
certificates approving this Amendment and each of the documents executed in connection herewith, each in form acceptable to Lender
in its sole discretion.



 


	5.	Integration. This Amendment, the Loan Documents
and the documents referred to herein constitute the entire agreement of the parties in connection with the subject matter hereof
and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations
regarding the subject matter hereof, if any, are merged into this Amendment.



 


	6.	Counterparts. This Amendment may be executed in
multiple counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together,
shall constitute but one and the same agreement.



 


	7.	Governing Law. This Amendment, the interpretation
and construction of this Amendment and any provision of this Amendment and of any issue relating to the transactions contemplated
by this Amendment shall be governed by the laws of the State of California, not including conflicts of law rules.



 


	8.	Further Assurances. Borrower agrees to execute
and deliver such other agreements, documents and instruments and take such other actions as Lender may reasonably request in connection
with the transactions contemplated by this Amendment



 


[Signature Page Follows]


 






    	 	-2-	[Second Amendment to 
 Loan and Security Agreement]



     


    

 


IN WITNESS WHEREOF, Borrower and Lender
have executed this Amendment by their respective duly authorized officers as of the date first above written.


 


	 	MARQUETTE BUSINESS CREDIT, LLC, 
	 	a Delaware limited liability company


 


	 	By:	/s/ Xavier Gannon
	 	Name: 	Xavier Gannon
	 	Title: 	Senior Vice President


 


	 	ITTELLA INTERNATIONAL, INC.., 

a California corporation


 


	 	By:	/s/ Salvatore Galletti
	 	Name: 	Salvatore Galletti
	 	Title: 	President


 


Each of the undersigned hereby (a) consents
to and acknowledges the terms and conditions of the foregoing Amendment, (b) acknowledges and reaffirms his or its obligations
owing to Lender under its applicable guaranty and each of the other loan documents executed by him or it in favor of Lender, and
(c) agrees that his or its obligations under such documents are and shall remain in full force and effect. Although the undersigned
is acknowledging and agreeing to the foregoing, the undersigned understands that Lender has no obligation to inform it of such
matters in the future or to seek his or its acknowledgment or agreement to future amendments or waivers, and nothing herein shall
create such a duty.


 


	 	/s/ Salvatore Galletti
	 	SALVATORE GALLETTI


 


	 	DELUNA INVESTMENTS, INC., 

a California corporation


 


	 	By:	/s/ Salvatore Galletti
	 	Name: 	Salvatore Galletti
	 	Title: 	President


 




    	 	-3-	[Second Amendment to 
 Loan and Security Agreement]



     


    

 


OFFICER’S CERTIFICATE


 


The undersigned, a duly authorized officer
of ITTELLA INTERNATIONAL, INC.., a California corporation (“Borrower”), certifies to MARQUETTE BUSINESS CREDIT, LLC,
a Delaware limited liability company, as follows:


 


1. Borrower
has requested that Lender enter into the Second Amendment of even date herewith (the “Agreement”) with respect to the
Loan and Security Agreement dated as of September 25, 2017 (as has been or may be amended, supplemented, replaced, restated or
otherwise modified, the “Loan Agreement”) by and between Borrower and Lender.


 


2. The
following is a true copy of resolutions duly adopted by Board of Directors at a special meeting held as of December 2017,
at which a quorum was present and which voted thereon:


 


“RESOLVED that the terms of the
Second Amendment between this limited liability company and Marquette Business Credit, LLC (‘Lender’) are hereby
approved and ratified.


 


FURTHER RESOLVED, that any one officer
of this limited liability company is hereby authorized and directed, on behalf of this limited liability company, to make, execute,
and deliver to Lender any and all documents and to do any and all acts necessary or desirable to effectuate the foregoing resolution.”


 


3. These
resolutions are in conformity with the articles of incorporation and bylaws of Borrower, have never been modified or repealed,
and are now in full force and effect.


 


4. No
further approvals or authorizations are necessary for Borrower to execute, deliver and perform wider the Agreement.


 


5. As
of the date set forth below, (a) all of the representations and warranties in the Loan Agreement are true and correct, and (b)
no “Default” or “Event of Default” (as each such term is defined in the Loan Agreement) has occurred.


 


	 	Dated: 	As of December 4, 2017
	 	 	 
	 	By:	/s/ Salvatore Galletti
	 	Name: 	Salvatore Galletti
	 	Title: 	President


 






    	 	-4-	[Second Amendment to 
 Loan and Security Agreement]



     


    

 


THIRD AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


THIS THIRD
AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of July 31, 2018, is entered into by
MARQUETTE BUSINESS CREDIT, LLC, a Delaware limited liability company (“Lender”), and ITTELLA INTERNATIONAL, INC..,
a California corporation (“Borrower”), with reference to the following facts:


 


RECITALS


 


A.
Lender and Borrower are parties to a Loan and Security Agreement dated as of September 25, 2017 (as has been or may be amended,
supplemented, replaced, restated or otherwise modified, the “Loan Agreement”), pursuant to which Lender has provided
certain credit facilities to Borrower.


 


B. Borrower has requested that Lender provide
Borrower with a letter of credit facility.


 


C. Lender is willing to provide such accommodations
to the Borrower on the terms and conditions set forth below.


 


NOW, THEREFORE, the parties hereby agree
as follows:


 


		1.	Defined Terms. Any and all initially capitalized
terms used in this Amendment (including, without limitation, in the Recitals to this Amendment) without definition shall have
the respective meanings assigned thereto in the Loan Agreement.



 


		2.	Borrowing Base. The definition of “Borrowing
Base” in Section 1.1 of the Loan Agreement is hereby amended to read in full as follows:



 


“Borrowing Base’ means, as of any
date of determination, an amount equal to:


 


		(a)	ninety percent (90%) (or such lesser percentage as Lender
may in its sole and absolute discretion determine from time to time) of the Net Amount of Eligible Accounts; plus



 


		(b)	the least of:



 


		(i)	the sum of:



 


(A) fifty percent (50%) (or such lesser
percentage as Lender may in its sole and absolute discretion determine from time to time) of the Net Amount of Eligible Inventory;
plus


 


(B) forty-five percent (45%) (or such lesser
percentage as Lender may in its sole and absolute discretion determine from time to time) of the Net Amount of Eligible In-Transit
Inventory;


 


		(ii)	$3,000,000; or



  




    	 	-1-	[Third Amendment to
 Loan and Security Agreement]



     


    

  


		(iii)	fifty percent (50%) of the aggregate amount of Revolving
Loans outstanding, minus



 


		(c)	the sum of all Reserves.



 


Without limiting Lender’s discretion to
implement other Reserves, Lender shall institute Reserves with respect to Eligible Accounts in
the event that dilution exceeds 1.00% such that the advance rate shall be reduced by 1.00%
for each percentage of dilution in excess of 1.00% and Lender shall institute Reserves in
the amount of any Producer Payables.”


 


		3.	Contract Rate. The definition of “Contract
Rate” in Section 1.1 of the Loan Agreement is hereby amended to read in full as follows:



 


“‘Contract Rate’ means for any date
a per annum rate equal to: (a) with respect to Revolving Loans, the sum of the Base Rate in effect from time to time plus one and
one-half percent (1.50%), and (b) with respect to the
Term Loan, the sum of the Base Rate in effect from time to time plus two percent (2.00%).”


 


		4.	Guarantors. The definition of “Guarantor” in Section 1.1 of the
                                                                              Loan Agreement is hereby amended to read in full as follows:



 


“’Guarantor’ and ‘Guarantors’
mean(s) Salvatore Galletti, Deluna Investments, Inc. and each other Person that guarantees the payment and performance of any of
the Obligations.”


 


		5.	Permitted Affiliate Loan. The definition of “Permitted
Affiliate Loan” in Section 1.1 of the Loan Agreement is hereby amended to read in full as follows:



 


“’Permitted Affiliate
Loan’ means a loan from Borrower to an Affiliate of Borrower to assist in the establishment of an operation in
Italy, in a maximum outstanding amount any time of $1,700,000.”


 


		6.	Permitted Debt. The definition of “Permitted
Debt” in Section 1.1 of the Loan Agreement is hereby amended to read in full as follows:



 


“’Permitted Debt’
means (a) Debt constituting purchase money indebtedness or Capital Lease Obligations in aggregate amount outstanding not to exceed
$50,000, (b) the Obligations (including, without limitation, a $3,000,000
loan from UMB Capital Markets), (c) trade payables and other contractual obligations arising in
the ordinary course of business that are not past due by more than 90 days, and (d) Debt existing on the Closing Date and
described on Schedule 9.3 attached hereto and made a part hereof.”


 


		7.	Revolving Facility Limit. The definition of “Revolving
Facility Limit” in Section 1.1 of the Loan Agreement is hereby amended to read in full as follows:



 


“’Revolving Facility Limit’
means $8,000,000.”


 


		8.	New Defined Terms.
                                         Section 1.1 of the Loan Agreement is hereby amended to and supplemented to add
                                         the following new defined terms:



 


“‘Term Loan’ has the meaning ascribed to it in Section 2.8.”


 




    	 	-2-	[Third Amendment to
 Loan and Security Agreement]



     


    

  


‘Third Amendment
Effective Date’ means the effective date of the Third Amendment to Loan and Security Agreement, between Borrower and
Lender, dated as of July 31, 2018.”


 


		9.	Term Loans. The Loan Agreement is hereby amended
and supplemented to add a new Section 2.8 as follows:



 


“Section 2.8
Term Loan. Subject to and on the terms and conditions of this Agreement, on the Third Amendment Effective Date, Lender
agrees to make a loan to Borrower at Borrower’s request, in an aggregate amount of $1,000,000 (the ‘Term Loan’). Borrower
unconditionally promises to repay the Term Loan, and all accrued and unpaid interest thereon, promptly when due as provided by
this Agreement.


 


		(a)	Request for Term Loan. Borrower hereby authorizes
Lender to make the Term Loan upon a request received from anyone purporting to be a Responsible Officer and in form and substance
satisfactory to Lender, or at Borrower’s option unless required otherwise by Lender, by telephonic notice from a Responsible Officer,
in lieu of written notice. Such request shall be irrevocable. Lender is authorized to rely upon any such notice purporting to
be received from a Responsible Officer, and Lender shall have no duty to verify the identity of any individual representing himself
or herself as a Person who is a Responsible Officer. Such request must be received by Lender prior to 10:00 a.m. (Los Angeles,
California, time) on the requested funding date. The proceeds of the Term Loan, when funded, shall be disbursed by Lender to an
account of Borrower designated by Borrower.



 


		(b)	Repayment. Borrower hereby agrees to repay to Lender
the Term Loan, as follows:



 


		(1)	On the first Business Day of each month in an
amount equal to $27,777.78 plus all accrued but unpaid interest thereon.



 


		(2)	On the Facility Termination Date, the unpaid balance
of the Term Loan, together with all accrued but unpaid interest thereon.”



 


		10.	Capital Expenditures.
                                         Section 9.l(c) of the Loan Agreement is hereby amended and to read in full as
                                         follows:



 


“(c) Maximum Non-Financed Capital
Expenditures. Borrower’s Non-Financed Capital Expenditures shall not exceed (a) $800,000 in the fiscal year ended December
31, 2018, and (b) $50,000 in any subsequent fiscal year.”


 


		11.	Controller. Borrower covenants and agrees to hire
a controller or senior accountant on or before December 31, 2018.



 


		12.	Representations and Warranties. Borrower represents
and warrants to Lender that:



 


		(a)	There exists no Default or Event of Default, or any other
condition or occurrence of events that now constitute or with the passage of time or the giving of notice or both, would constitute
a Default or Event of Default, under the Loan Agreement or any other Loan Document.



 


		(b)	Each person executing and
delivering this Amendment (other than Lender), has been duly authorized by all necessary corporate action.



 






    	 	-3-	[Third Amendment to
 Loan and Security Agreement]



     


    

 


		(c)	All representations and warranties contained in the Loan
Documents, except for those that speak as of a particular date, are and remain true and correct in all material respects as of
the date of this Amendment.



 


		13.	Conditions Precedent. The effectiveness of this
Amendment shall be subject to the prior satisfaction of each of the following conditions:



 


		(a)	This Amendment. Lender shall have received this
Amendment duly executed by an authorized officer of Borrower;



 


		(b)	Guaranty. Lender shall have received a duly executed
guaranty of Salvatore Galletti in the attached form; and



 


		(c)	Authority. Lender shall have received such officer’s
certificates approving this Amendment in the attached form.



 


		14.	Integration. This
Amendment, the Loan Documents and the documents referred to herein constitute the entire agreement of the parties in connection
with the subject matter hereof and cannot be changed or terminated orally. All prior agreements, understandings, representations,
warranties and negotiations regarding the subject matter hereof, if any, are merged into
this Amendment.



 


		15.	Counterparts. This Amendment may be executed in
multiple counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together,
shall constitute but one and the same agreement.



 


		16.	Governing Law. This Amendment, the interpretation
and construction of this Amendment and any provision of this Amendment and of any issue relating to the transactions contemplated
by this Amendment shall be governed by the laws of the State of California, not including conflicts of law rules.



 


		17.	Further
                                         Assurances. Borrower agrees to execute and deliver such other agreements, documents
                                         and instruments and take such other actions as Lender may reasonably request in connection
                                         with the transactions contemplated by this Amendment.



 


[Signature Page Follows]


 






    	 	-4-	[Third Amendment to
 Loan and Security Agreement]



     


    

 


IN WITNESS WHEREOF, Borrower and Lender
have executed this Amendment by their respective duly authorized officers as of the date
first above written.


 


	 	MARQUETTE BUSINESS CREDIT, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Xavier Gannon
	 	Name: 	Xavier Gannon
	 	Title:	Senior Vice President


 


	 	ITTELLA INTERNATIONAL, INC.., a California corporation
	 	 	 
	 	By:	/s/ Salvatore Galletti 
	 	Name:	Salvatore Galletti 
	 	Title:	CEO


 


The undersigned
hereby (a) consents to and acknowledges the terms and conditions of the foregoing Amendment, (b) acknowledges and reaffirms
its obligations owing to Lender under its guaranty and each of the other loan documents executed by it in favor of Lender,
and (c) agrees that its obligations under such documents are and shall remain in  full
force and effect. Although the undersigned is acknowledging and agreeing to the foregoing, the undersigned understands that
Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future
amendments or waivers, and nothing herein shall create such a duty.


 


	 	DELUNA INVESTMENTS, INC., a California corporation
	 	 	 
	 	By:	/s/ Salvatore Galletti 
	 	Name:	Salvatore Galletti 
	 	Title:	CEO


 






    	 	-5-	[Third Amendment to
 Loan and Security Agreement]



     


    

 


OFFICER’S CERTIFICATE


 


The undersigned, a duly authorized officer
of ITTELLA INTERNATIONAL, INC.., a California corporation (“Borrower”), certifies to MARQUETTE BUSINESS CREDIT, LLC,
a Delaware limited liability company, as follows:


 


1. Borrower has requested that Lender enter
into the Third Amendment of even date herewith (the “Agreement”) with respect to the Loan and Security Agreement dated
as of September 25, 2017 (as has been or may be amended, supplemented, replaced, restated or otherwise modified, the “Loan
Agreement”) by and between Borrower and Lender.


 


2. The following is a true copy of resolutions
duly adopted by Board of Directors at a special meeting held as of July 31, 2018, at which a quorum was present and which voted
thereon:


 


“RESOLVED that the terms of the Third
Amendment between this limited liability company and Marquette Business Credit, LLC (‘Lender’) are
hereby approved and ratified.


 


FURTHER RESOLVED, that any one officer
of this limited liability company is hereby authorized and directed, on behalf of this limited
liability company, to make, execute, and deliver to Lender any and all documents and to do any and all acts necessary or desirable
to effectuate the foregoing resolution.”


 


3. These resolutions are in conformity
with the articles of incorporation and bylaws of Borrower, have never been modified or repealed, and are now in full force and
effect.


 


4. No further approvals or authorizations
are necessary for Borrower to execute, deliver and perform under the Agreement.


 


5. As of the date set forth below, (a)
all of the representations and warranties in the Loan Agreement are true and correct, and (b) no “Default” or “Event
of Default” (as each such term is defined in the Loan Agreement) has occurred.


 


	 	Dated: As of July 31, 2018
	 	 	 
	 	By:	/s/ Salvatore
    Galletti
	 	Name: 	Salvatore Galletti
	 	Title:	CEO


 






    	 	-6-	[Third Amendment to
 Loan and Security Agreement]



     


    



 



CONSENT AND FOURTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT


THIS CONSENT AND FOURTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT (this “Amendment”) dated as of April 10, 2019, is entered into by MARQUETTE BUSINESS CREDIT,
LLC, a Delaware limited liability company (“Lender”), and ITTELLA INTERNATIONAL, INC., a California corporation (“Borrower”)
with reference to the following facts:


 


RECITALS


 


A. Lender
and Borrower are parties to a Loan and Security Agreement dated as of September 25, 2017 (as has been or may be amended, supplemented,
replaced, restated or otherwise modified, the “Loan Agreement”), pursuant to which Lender has provided certain credit
facilities to Borrower.


 


B. Borrower
has informed Lender that it desires to reorganize as Ittella International, LLC, a California limited liability company (the “Reorganized
Borrower”), with 1,000 shares of common stock in Borrower, representing 100% of the Equity Interests of Borrower, to be contributed
by Controlling Equity Holder to Myjojo, Inc., a California corporation (“Myjojo”) in exchange for 1,000 shares of common
stock in Myjojo and the designation of Controlling Equity Holder as the sole director of Myjojo, which in turn will be the sole
member and initial manager of Reorganized Borrower (the “Restructuring Transaction”).


 


C. Borrower
has requested that Lender consent to the Restructuring Transaction and make certain modifications of the Loan Agreement as set
forth herein.


 


D. Lender
is willing to provide such accommodations to the Borrower on the terms and conditions set forth below.


 


NOW, THEREFORE, the parties hereby agree
as follows:


 


		1.	Defined Terms. Any and all initially capitalized
terms used in this Amendment (including, without limitation, in the Recitals to this Amendment) without definition shall have
the respective meanings assigned thereto in the Loan Agreement.



 


		2.	Borrower. Effective upon the consummation of the
Restructuring Transaction, the definition of “Borrower” in Section 1.1 of the Loan Agreement is hereby amended
to read in full as follows:



 


“‘Borrower’ means
Ittella International, LLC, a California limited liability company.


  




     


     


    

 


		3.	Change of Control. Effective upon the consummation
of the Restructuring Transaction, the definition of “Change of Control” in Section 1.1 of the Loan Agreement
is hereby amended to read in full as follows:


 


“‘Change of Control’
means, at any time, (a) the Controlling Equity Holder shall cease to beneficially own and control at least one hundred percent
(100%) on a fully diluted basis of the economic and voting interests in the Equity Interests of Parent, (b) Parent shall cease
to beneficially own and control at least eighty percent (80%) on a fully diluted basis of the economic and voting interests in
the Equity Interests of Borrower, (c) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as amended) other than the Controlling Equity Holder (i) shall have acquired beneficial ownership
of twenty percent (20%) or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of Borrower
or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors (or
similar governing body) of Borrower, (d) Borrower shall cease to beneficially own and control 100% on a fully diluted basis of
the economic and voting interest in the Equity Interests in each of its Subsidiaries (if any), or (e) any “change of control”
or similar event under any Subordinated Debt shall occur.”


 


		4.	Parent. Effective upon the consummation of the
Restructuring Transaction, Section 1.1 of the Loan Agreement is hereby amended and supplemented to add the following new
defined term:



 


“‘Parent’ means
Myjojo, Inc., a California corporation, or any successor or assign thereof approved by Lender in its sole and absolute discretion.”


 


		5.	Schedule 5.1(a). Effective upon the consummation
of the Restructuring Transaction, Schedule 5.1(a) to the Loan Agreement is hereby restated in its entirety by Schedule
5.1(a) attached hereto.



 


		6.	Consent to Restructuring Transaction. Lender hereby
consents to the Restructuring Transaction on the terms and conditions set forth herein. Effective upon the consummation of the
Restructuring Transaction, Reorganized Borrower hereby becomes the “Borrower” under the Loan Agreement and the other
Loan Documents. Reorganized Borrower will be bound by all covenants, terms, conditions, and duties applicable to the Borrower
and hereby grants and regrants a security interest in all Collateral to secure the Obligations.



 


		7.	Enforceability of Indebtedness, Collateral and Loan
Documents. Borrower and each Guarantor acknowledges and agrees that:



 


		(a)	Lender has a valid, perfected and first priority security
interest and lien upon all of the Collateral to secure the Obligations.



 


		(b)	Each of the Loan Documents is in full force and effect,
and is enforceable against Borrower and the Collateral in accordance with its respective terms.



 


		(c)	Borrower has no defenses, offsets, recoupments or counterclaims
to: (i) its obligation to pay all amounts from time to time owing and to perform all obligations required to be performed under
the Loan Documents, (ii) enforcement of Lender’s rights in and to the Collateral, or (iii) enforcement of any other of Lender’s
rights or remedies.



 


		8.	Representations and Warranties. Borrower represents
and warrants to Lender that:



 


		(a)	Other than the Restructuring Transaction consented to
hereby, there exists no Default or Event of Default, or any other condition or occurrence of events that now constitute or with
the passage of time or the giving of notice or both, would constitute a Default or Event of Default, under the Loan Agreement
or any other Loan Document.



 


		(b)	Each person executing and delivering this Amendment (other
than Lender), has been duly authorized by all necessary corporate action.



 


		(c)	All representations and warranties contained in the Loan
Documents, except for those that speak as of a particular date, are and remain true and correct in all material respects as of
the date of this Amendment.



 




    2


     


    

  


		9.	Conditions Precedent. The effectiveness of this
Amendment shall be subject to the prior satisfaction of each of the following conditions:



 


		(a)	This Amendment. Lender shall have received this
Amendment duly executed by an authorized officer of Borrower;



 


		(b)	Restructuring Transaction Documents. Lender shall
have received duly executed copies of the following, in form and substance approved by Lender in its sole and absolute discretion:



 


		i.	That certain Contribution Agreement and Plan of Reorganization
by and among Borrower, Salvatore Galletti and Myjojo;



 


		ii.	That certain Joint Action by Written Consent of the Board
of Directors and Shareholders of Borrower, approving the Restructuring Transaction;



 


		iii.	A member’s certificate of Reorganized Borrower
in the attached form, to which is attached the duly executed Operating Agreement and pro forma Form LLC-1A of Reorganized Borrower.



 


		(c)	Authority. Lender shall have received an officer’s
certificate of Borrower approving this Amendment in the attached form.



 


		10.	Post-Closing Covenant--Formation and Good Standing
of Reorganized Borrower. No later than five (5) Business Days after the date of this Amendment, Borrower shall deliver to
Lender (i) a certified copy of Form LLC-1A filed with the California Secretary of State with respect to the conversion of Borrower
to Reorganized Borrower and (ii) good standing certificate with respect to Reorganized Borrower from the California Secretary
of State of the State. Upon the delivery of such documents to Lender, Reorganized Borrower hereby authorizes Lender to file all
necessary amendments to its financing statements, intellectual property assignments and/or other documents filed or recorded in
any public office to identify Reorganized Borrower as debtor. Furthermore, to the extent that Reorganized Borrower makes any further
modifications to its Operating Agreement, it will, within five (5) Business Days thereafter, deliver to Lender an updated member’s
(or manager’s certificate) in form acceptable to Lender.



 


		11.	Integration. This Amendment, the Loan Documents
and the documents referred to herein constitute the entire agreement of the parties in connection with the subject matter hereof
and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations
regarding the subject matter hereof, if any, are merged into this Amendment.



 


		12.	Counterparts. This Amendment may be executed in
multiple counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together,
shall constitute but one and the same agreement.



 


		13.	Consent and Reaffirmation of Guarantors. Guarantors
hereby acknowledge and agree to the terms and conditions of this Amendment, acknowledge and reaffirm their respective obligations
owing to Lender under each respective Guaranty and any other Loan Document to which such Guarantor is a party, and agree that
each Guaranty and other Loan Documents are and shall remain in full force and effect. Although Guarantors have been informed of
the matters set forth herein and have acknowledged and agreed to the same, Guarantors understand Lender has no obligation to inform Guarantors of such
matters in the future or to seek any Guarantor’s acknowledgement or agreement to future amendments, and nothing herein shall
create such a duty.



  


		14.	Governing Law. This Amendment, the interpretation
and construction of this Amendment and any provision of this Amendment and of any issue relating to the transactions contemplated
by this Amendment shall be governed by the laws of the State of California, not including conflicts of law rules.



 


		15.	Further Assurances. Borrower agrees to execute
and deliver such other agreements, documents and instruments and take such other actions as Lender may reasonably request in connection
with the transactions contemplated by this Amendment.



 


[Signature Page Follows]


 




    3


     


    

  


IN WITNESS WHEREOF, Borrower and Lender
have executed this Amendment by their respective duly authorized officers as of the date first above written.


 


	 	
        MARQUETTE BUSINESS CREDIT, LLC,

        a Delaware limited liability company

	 	 
	 	By:	/s/ Xavier Gannon
	 	Name:  	Xavier Gannon
	 	Title:	Senior Vice President


 


	 	ITTELLA INTERNATIONAL, INC., a California corporation
	 	 	 
	 	By:	/s/
    Salvatore Galletti
	 	Name:	Salvatore Galletti
	 	Title:	President and CEO


 


Each of the undersigned hereby (a) consents
to and acknowledges the terms and conditions of the foregoing Amendment, (b) acknowledges and reaffirms its obligations owing to
Lender under its guaranty and each of the other loan documents executed by it in favor of Lender, and (c) agrees that its obligations
under such documents are and shall remain in full force and effect. Although the undersigned is acknowledging and agreeing to the
foregoing, the undersigned understands that Lender has no obligation to inform it of such matters in the future or to seek its
acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty.


 


	 	DELUNA INVESTMENTS, INC., a California corporation
	 	 	 
	 	By:	/s/ Salvatore Galletti
	 	Name:	Salvatore Galletti
	 	Title:	CEO


 


	 	/s/ SALVATORE GALLETTI
	 	SALVATORE GALLETTI, an individual


 


	 	S-1	[Signature Page to Consent and Fourth
	 	 	Amendment to Loan and Security Agreement]








     


     


    

 





OFFICER’S CERTIFICATE


 


(ITTELLA INTERNATIONAL, INC.)


 


The undersigned, a duly authorized officer
of ITTELLA INTERNATIONAL, INC., a California corporation (“Borrower”), certifies to MARQUETTE BUSINESS CREDIT, LLC,
a Delaware limited liability company, as follows:


 


1. Borrower
has requested that Lender enter into the Consent and Fourth Amendment of even date herewith (the “Agreement”) with
respect to the Loan and Security Agreement dated as of September 25, 2017 (as has been or may be amended, supplemented, replaced,
restated or otherwise modified, the “Loan Agreement”) by and between Borrower and Lender.


 


2. The
following is a true copy of resolutions duly adopted by the Board of Directors at a special meeting held as of April 10, 2019,
at which a quorum was present and which voted thereon:


 


“RESOLVED that the terms of the Fourth
Amendment between the Company and Marquette Business Credit, LLC (‘Lender’) are hereby approved and ratified.


 


FURTHER RESOLVED, that any one officer
of the company is hereby authorized and directed, on behalf of this limited liability company, to make, execute, and deliver to
Lender any and all documents and to do any and all acts necessary or desirable to effectuate the foregoing resolution.”


 


3. These
resolutions are in conformity with the articles of incorporation and bylaws of Borrower, have never been modified or repealed,
and are now in full force and effect.


 


4. No
further approvals or authorizations are necessary for Borrower to execute, deliver and perform under the Agreement.


 


5. As
of the date set forth below, (a) all of the representations and warranties in the Loan Agreement are true and correct, and (b)
no “Default” or “Event of Default” (as each such term is defined in the Loan Agreement) has occurred.


 


	 	Dated As of April 10, 2019
	 	 	 
	 	/s/ Salvatore Galletti
	 	Name:	Salvatore Galletti
	 	Title:	President and CEO


 


[Officer’s Certificate
re: Consent and Fourth


Amendment to Loan and
Security Agreement]






     


     


    

 


MEMBER’S CERTIFICATE


 


(ITTELLA INTERNATIONAL, LLC)


 


The undersigned, the sole member of ITTELLA
INTERNATIONAL, LLC, a California limited liability company (“Reorganized Borrower”), certifies to MARQUETTE BUSINESS
CREDIT, LLC, a Delaware limited liability company, as follows:


 


1. Each of the
following named Persons holds the office set forth opposite his or her respective name; and the signature appearing opposite
each such person’s respective name is his or her genuine signature:


 


	NAME	 	TITLE	 	SIGNATURE
	 	 	 	 	 
	MYJOJO, INC, a California corporation	 	Manager	 	Salvatore Galletti, its President
	 	 	 	 	 
	 	 	 	 	/s/ Salvatore Galletti
	 	 	 	 	 
	 	 	 	 	 


 


2. Attached
hereto as Exhibit “A” is a true, current and complete copy of the Operating Agreement of the Reorganized Borrower.


 


3. Attached hereto as Exhibit “B” is a true, current and complete
copy of the pro forma Form LLC-IA of the Reorganized Borrower that will be filed with the California Secretary of State.


 


	 	Dated: As of April 10, 2019
	 	 	 
	 	MEMBER: 
	 	MYJOJO, INC.
	 	 	 
	 	By:	/s/ Salvatore Galletti
	 	Name: 	Salvatore Galletti
	 	Title:	President


 


[Member's Certificate re: Consent and Fourth


Amendment to Loan and Security Agreement] 




     


     


    

 


Exhibit “A” to Member’s
Certificate






Operating Agreement of Reorganized Borrower






(see attached)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Member’s Certificate re: Consent and
Fourth


Amendment to Loan and Security Agreement] 




     


     


    

 


OPERATING
AGREEMENT

OF

ITTELLA INTERNATIONAL, LLC,

a California Limited Liability Company


 


Effective Date: April 10, 2019


 


This Operating Agreement (this “Agreement”)
of ITTELLA INTERNATIONAL, LLC, a California limited liability company (the “Company”), is entered into by the undersigned
Member and the Board of Managers, as defined herein, who desire to form and operate a limited liability company pursuant to and
in accordance with the California Revised Uniform Limited Liability Company Act as amended from time to time (the “Act”),
under the following terms and conditions:


 


1.Name.The
name of the limited liability company is ITTELLA INTERNATIONAL, LLC. The business of the Company may be conducted under that name,
or such other name or names as the Board deems appropriate. The Board is authorized to make all appropriate filings on behalf
of the Company to enable the Company to conduct business under an assumed or different name, and to secure the Company’s
proprietary rights to such a name.


 


2. Conversion and
Term. On April 10, 2019, the Company was converted into a California limited liability company from a California corporation
by the filing of Articles of Organization – Conversion (the “Articles”) with the Secretary of State of the State
of California. The Company’s term shall be perpetual, until terminated as provided in this Agreement or the Act.


 


3. Principal Place
of Business. The principal office of the Company is 6305 Alondra Blvd, Paramount, CA 90723. The Company may locate its place
of business at any other place or places as the Board may from time to time deem advisable; provided, however, that the Company
shall at all times maintain within the State of California a registered agent. The initial registered agent for service of process
in California is stated in the Articles of Organization.


 


4. Appointment of
the Board; Authority and Duties. In accordance with the relevant provisions of the Act, the operations of the Company shall
be conducted by a board of managers (the “Board of Managers” and “Board”) who shall be appointed by the
Member and may be removed by the Member at any time for any reason. In the event no managers are appointed and serving at any
particular time, the Board shall consist solely of the Member. The Board shall have the responsibility and authority to manage
the business, property and affairs of the Company in all respects, to execute and deliver on behalf of the Company such documents
and instruments as it shall deem reasonably required in connection therewith and to enter into such contracts and to take such
actions as it deems from time to time to be in the best interests of the Company; provided, that without the prior written consent
of the Member, the Board shall not (i) convey or hypothecate any real property of the Company, (ii) take any action which might
cause the Company to dissolve, or (iii) initiate or consent to the filing of a petition in bankruptcy of the Company or admit
the allegations of such a petition. There shall be two (2) managers on the Board, which initially consists of MYJOJO, INC, a California
corporation, and one initial vacancy.


 




     


     


    

  


5. Purpose.
The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company
is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, and engaging in
any and all activities necessary or incidental to the foregoing.


 


6. Ownership of
Company Assets. All assets owned by the Company shall be owned by the Company as an entity, and held in the name of the Company.
Neither the Member nor the Board shall have any ownership interest in any Company property in the Member’s own name or right,
and the Member’s interest in the Company is personal property for all purposes.


 


7. Limited Liability.
Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort
or otherwise, are solely the debts, obligations and liabilities of the Company, and neither the Member nor any member of the Board
is personally obligated for any such debt, obligation or liability of the Company solely by reason of being a manager or member
of the Company.


 


8. Capital Contributions.
The Member will contribute to the Company, as its initial capital contribution, the amount set forth on the books and records
of the Company. The Member is not required to make any additional capital contributions to the Company. A Member may make additional
capital contributions to the Company in the Member’s sole and absolute discretion. The Board is neither required nor permitted
to make capital contributions to the Company.


 


9. Allocation of
Profits and Losses. The Company’s profits and losses shall be allocated to the Member.


 


10. Distributions.
Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision
to the contrary in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company
if such distribution would violate the relevant provisions of the Act or any other similar applicable law.


 


11. Officers.
The Board may, from time to time as the Board deems advisable, appoint officers of the Company (the “Officers”) and
assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person.
Unless the Board decides otherwise, if the title is one commonly used for officers of a business corporation formed under the
California General Corporation Law, the assignment of such title constitutes the delegation to such person of the authorities
and duties that are normally associated with that office, including, without limitation, the execution of documents, instruments
and agreements in the name of and on behalf of the Company. Any delegation pursuant to this Section may be revoked at any time
by the Board in writing. As of the date of this Agreement, the Company has no Officers.


 


12. Other Business.
The Board or the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every
kind and description, independently or with others. The Company has no rights in or to such independent ventures or the income
or profits therefrom.


 




    -2-


     


    

  


13. Exculpation
and Indemnification.


 


(a) No
member, manager, officer, director, shareholder or other holder of an equity interest in the Company, the Board or the Member,
shall be personally liable for the performance of the obligations of the Company, but the foregoing shall not relieve any such
member, manager, officer, director or employee of the Company, the Board or the Member, of its obligations to the Company, the
Board or the Member.


 


(b) To
the fullest extent permitted by applicable law, a Member, manager, Officer or employee of the Company, and the officers, directors
and employees of the managers and Member (each of the foregoing a “Person” and collectively the “Persons”)
shall be indemnified, defended and held harmless by the Company from and against any and all claims, demands, liabilities, costs,
damages, expenses and causes of action of any nature whatsoever arising out of or incidental to any act performed or omitted to
be performed by any one or more of such indemnified Persons in connection with the business of the Company; provided, however,
the indemnity under this Section shall be paid solely out of and to the extent of the assets owned by the Company and shall not
be a personal obligation of the Member. All judgments against the Company, the Board, a manager, a Member, such other Persons or
any one or more thereof, wherein such manager or Member is entitled to indemnification, must be satisfied from the assets owned
by of the Company.


 


14. Assignments.
A Member may assign in whole or in part its limited liability company interest. If a Member transfers its interest in the Company,
the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the
terms and conditions of this Agreement; and if a Member transfers its entire membership interest in the Company and there are
no other Members of the Company, the admission of the transferee as a Member of the Company shall be deemed effective concurrent
with the termination of the transferor as a Member of the Company. The Board may not transfer its rights or obligations under
this Agreement in whole or in part.


 


15. Withdrawal.
A Member may withdraw from the Company. If a Member withdraws from the Company and there are no other Members of the Company at
the time, a new Member shall be admitted to the Company, subject to Section 17 below, upon its execution of an instrument signifying
its agreement to be bound by the terms and conditions of this Agreement. The admission of the new Member shall be deemed effective
concurrent with the termination of the withdrawing Member.


 


16. Admission of
Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent
of the Member. If the Company subsequently has more than one Member, then all references in this Agreement to the singular “Member”
will refer to all of the Members of the Company, and any matter requiring the consent of the “Member” under this Agreement
will require the consent of a majority in interest of the Members.


 


17. Dissolution.


 


(a) The
Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the occurrence of any dissolution
event set forth in the Articles of Organization, as the same may be amended from time to time, (ii) the written consent of the
Member, (iii) the withdrawal or dissolution of the Member or the occurrence of any other event which terminates the continued membership
of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iv) the entry
of a decree of judicial dissolution under the relevant provisions of the Act.


 




    -3-


     


    

  


(b) The
bankruptcy of the Member will not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event,
the business of the Company shall continue without dissolution.


 


(c) In
the event of dissolution, the Board shall conduct only such activities as are necessary to wind up the affairs of the Company (including
the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and
in the order of priority, set forth in the relevant provisions of the Act.


 


18. Separability
of Provisions. Each provision of this Agreement is separable and if for any reason any provision or provisions herein are
determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality
does not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.


 


19. Entire Agreement.
This Agreement and the exhibits to this Agreement constitute the entire agreement of the Member with respect to the subject matter
hereof. The exhibits to this Agreement are incorporated into and made a part of this Agreement by reference. This Agreement is
intended to be a legally binding document.


 


20. Governing Law.
This Agreement shall be governed by, and construed under, the internal laws of the State of California, all rights and remedies
being governed by California law.


 


21. Amendments.
This Agreement may not be modified, altered, supplemented or amended except pursuant to a writing executed and delivered by the
Member.


 




    -4-


     


    

 


IN WITNESS WHEREOF, the undersigned, intending
to be legally bound hereby, have duly executed this Agreement effective as of the Effective Date first written above.


 


	 	MANAGER:
	 	 	 
	 	MYJOJO, INC.
	 	 	 
	 	By:	/s/ Salvatore Galletti
	 	Name: 	Salvatore Galletti 
	 	Title:	President


 


	 	MEMBER:
	 	 	 
	 	MYJOJO, INC.
	 	 	 
	 	By:	/s/ Salvatore Galletti
	 	Name: 	Salvatore Galletti 
	 	Title:	President


  




     


     


    

 


Exhibit “B” to Member’s
Certificate


 


Pro Forma Form LLC-1A of Reorganized Borrower




(see attached)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Member’s Certificate re: Consent and
Fourth


Amendment to Loan and Security Agreement]




     


     


    










     


     


    








     


     


    

 


SCHEDULE 5.1(a)


 


ORGANIZATION; POWER; QUALIFICATION





(see attached)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Schedule 5.1(a)-- Consent and Fourth


Amendment to Loan and Security Agreement]





     


     


    

 


FIFTH AMENDMENT TO


LOAN
AND SECURITY AGREEMENT


 


THIS FIFTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of June l4, 2019, is entered into by
MARQUETTE BUSINESS CREDIT, LLC, a Delaware limited liability company (“Lender”), and ITTELLA INTERNATIONAL, LLC,
a California limited liability company, successor in interest to ITTELLA INTERNATIONAL, INC., a California corporation
(“Borrower”) with reference to the following facts:


 


RECITALS


 


A. Lender
and Borrower are parties to a Loan and Security Agreement dated as of September 25, 2017 (as has been or may be amended, supplemented,
replaced, restated or otherwise modified, the “Loan Agreement”), pursuant to which Lender has provided certain credit
facilities to Borrower.


 


B. Borrower
has requested that Lender make certain modifications of the Loan Agreement as set forth herein.


 


C. Lender
is willing to provide such accommodations to the Borrower on the terms and conditions set forth below.


 


NOW, THEREFORE, the parties hereby agree as follows:


 


		1.	Defined Terms. Any and all initially capitalized
terms used in this Amendment (including, without limitation, in the Recitals to this Amendment) without definition shall have
the respective meanings assigned thereto in the Loan Agreement.



 


		1.	Borrowing Base. The definition of “Borrowing Base” in Section 1.1
                                                                                                                            of the Loan Agreement is hereby amended to read in full as follows:



 


“‘Borrowing Base’ means, as of
any date of determination, an amount equal to:


 


		(a)	ninety percent (90%) (or such lesser percentage as
Lender may in its sole and absolute discretion determine from time to time) of the Net Amount of Eligible Accounts; plus



 


		(b)	the least of:



 


		(i)	the sum of:



 


(A)
fifty percent (50%) (or such lesser percentage as Lender may in its sole and absolute discretion determine from time to time)
of the Net Amount of Eligible Inventory: plus


 


(B)
forty-five percent (45%) (or such lesser percentage as Lender may in its sole and absolute discretion determine from time to time)
of the Net Amount of Eligible In-Transit Inventory;


 


		(ii)	$4,000,000; or



 


		(iii)	fifty percent (50%) of the aggregate amount of Revolving
Loans outstanding, minus



 






     

     


    

 


		(c)	the sum of all Reserves.



 


Without limiting Lender’s
discretion to implement other Reserves, Lender shall institute Reserves with respect to Eligible Accounts in the event that dilution
exceeds 1.00% such that the advance rate shall be reduced by 1.00% for each percentage of dilution in excess of 1.00% and Lender
shall institute Reserves in the amount of any Producer Payables.”


 


		2.	Revolving Facility Limit. The definition of “Revolving Facility Limit” in Section
                                                            1.1 of the Loan Agreement is hereby amended to read in full as follows:



 


“Revolving Facility
Limit” means $10,000,000 minus Letter of Credit Exposure.”


 


		3.	Capital Expenditures. Section 9.1(c) of the Loan Agreement is hereby amended and to read in full as follows:



 


“(c) Maximum
Non-Financed Capital Expenditures. Borrower’s Non-Financed Capital Expenditures shall not exceed (a) $1,500,000 in
the fiscal year ended December 31, 2019, and (b) $50,000 in any subsequent fiscal year.”


 


		2.	Enforceability of Indebtedness, Collateral and Loan Documents. Borrower and each Guarantor acknowledges and agrees that:



 


		(a)	Lender has a valid, perfected and first priority security interest and lien upon all of the Collateral
to secure the Obligations.



 


		(b)	Each of the Loan Documents is in full force and effect, and is enforceable against Borrower and
the Collateral in accordance with its respective terms.



 


		(c)	Borrower has no defenses, offsets, recoupments or counterclaims to: (i) its obligation to pay all
amounts from time to time owing and to perform all obligations required to be performed under the Loan Documents, (ii) enforcement
of Lender’s rights in and to the Collateral, or (iii) enforcement of any other of Lender’s rights or remedies.



 


		3.	Representations and Warranties. Borrower represents
and warrants to Lender that:



 


		(a)	There exists no Default or Event of Default, or any other condition or occurrence of events that
now constitute or with the passage of time or the giving of notice or both, would constitute a Default or Event of Default, under
the Loan Agreement or any other Loan Document.



 


		(b)	Each person executing and delivering this Amendment (other than Lender), has been duly authorized
by all necessary corporate action.



 


		(c)	All representations and warranties contained in the Loan Documents, except for those that speak
as of a particular date, are and remain true and correct in all material respects as of the date of this Amendment.



 


		4.	Conditions Precedent. The effectiveness of this
Amendment shall be subject to the prior satisfaction of each of the following conditions:




 






     

     


    

 


		(a)	This Amendment. Lender shall have received this Amendment duly executed by an authorized officer of Borrower;



 


		(b)	Guaranty Reaffirmation and Amendment. Lender shall have received duly executed reaffirmation
and amendment executed by Salvatore Galletti in form acceptable to Lender;



 


		(c)	Guaranty Reaffirmation. Lender shall have received duly executed reaffirmation and amendment executed by Deluna Investments,
Inc. in form acceptable to Lender; and



 


		(d)	Manager’s Certificate. Lender shall have received a duly executed Manager’s Certificate in form acceptable
to Lender.



 


		5.	Integration. This Amendment, the Loan Documents
and the documents referred to herein constitute the entire agreement of the parties in connection with the subject matter hereof
and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations
regarding the subject matter hereof, if any, are merged into this Amendment.



 


		6.	Counterparts. This Amendment may be executed in
multiple counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together,
shall constitute but one and the same agreement.



 


		7.	Governing Law. This Amendment, the interpretation
and construction of this Amendment and any provision of this Amendment and of any issue relating to the transactions contemplated
by this Amendment shall be governed by the laws of the State of California, not including conflicts of law rules.



 


		8.	Further Assurances. Borrower agrees to execute
and deliver such other agreements, documents and instruments and take such other actions as Lender may reasonably request in connection
with the transactions contemplated by this Amendment.



 


[Signature Page Follows]


 






     

     


    

 


IN WITNESS WHEREOF, Borrower and
Lender have executed this Amendment by their respective duly authorized officers as of the date first above written.


 


	 	MARQUETTE BUSINESS CREDIT, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Xavier Gannon
	 	Name: 	Xavier Gannon
	 	Title: 	Senior Vice President
	 	 
	 	ITTELLA INTERNATIONAL, LLC, a California
    limited liability company, successor in interest to ITTELLA INTERNATIONAL, INC., a California corporation
	 	 
	 	By:	/s/ Stephanie Dieckmann
	 	Name:	Stephanie Dieckmann
	 	Title:	COO



 





 


[Signature Page to Fifth Amendment to Loan


and Security Agreement]


 






    S-1


     


    




 


GUARANTY REAFFIRMATION AND AMENDMENT


 


Reference is made to the Continuing
Guaranty, dated as of September 25, 2017 (the “Guaranty”), by the undersigned in favor of Marquette Business Credit,
LLC.


 


The undersigned hereby:


 


(a) consents to and
acknowledges the terms and conditions of the foregoing Amendment,


 


(b) acknowledges
and reaffirms its obligations owing to Lender under the Guaranty and each of the other loan documents executed by it in favor of
Lender, and


 


(c) acknowledges
that the release condition set forth in Section 3 was not satisfied and agrees that its obligations under such documents are and
shall remain in full force and effect; and


 


(e) agrees that Section
3 of the Guaranty is hereby amended to read in full as follows:


 


“3.
Release Condition. After payment in full of the Term Loan, Guarantor’s guaranty of the Obligations shall be released
by Lender.”


 


 


	 	 
	 	SALVATORE
    GALLETTI, an individual
	 	 
	 	ACCEPTED
    AND AGREED:
	 	 
	 	MARQUETTE
                                         BUSINESS CREDIT, LLC,

        a
        Delaware limited liability company







 


[Guaranty
Reaffirmation and Amendment -


Fifth Amendment to Loan and Security


Agreement]


 






     

     


    




 


GUARANTY REAFFIRMATION AND AMENDMENT


 


Reference is made to the Continuing
Guaranty, dated as of September 25, 2017 (the “Guaranty”), by the undersigned in favor of Marquette Business Credit,
LLC.


 


The undersigned hereby:


 


(a) consents to and
acknowledges the terms and conditions of the foregoing Amendment,


 


(b) acknowledges
and reaffirms its obligations owing to Lender under the Guaranty and each of the other loan documents executed by it in favor of
Lender, and


 


(c) acknowledges
that the release condition set forth in Section 3 was not satisfied and agrees that its obligations under such documents are and
shall remain in full force and effect; and


 


(e) agrees that Section
3 of the Guaranty is hereby amended to read in full as follows:


 


“3.
Release Condition. After payment in full of the Term Loan, Guarantor’s guaranty of the Obligations shall be released
by Lender.”


 


	 	                    
	 	SALVATORE GALLETTI, an individual
	 	 
	 	ACCEPTED AND AGREED: 
	 	 
	 	MARQUETTE BUSINESS CREDIT, LLC, a Delaware limited liability company
	 	 
	 	
	 	By: 	/s/ Xavier Gannon
	 	Name:  	Xavier Gannon
	 	Title: 	Senior Vice President


 


[Guaranty
Reaffirmation and Amendment -


Fifth Amendment to Loan and Security


Agreement]


 






     

     


    

 


GUARANTY REAFFIRMATION


 


The undersigned
hereby (a) consents to and acknowledges the terms and conditions of the foregoing Amendment, (b) acknowledges and reaffirms
its obligations owing to Lender under the Continuing Guaranty dated as of November 22, 2017, the Deed of Trust, Assignment of
Rents and Fixture Filing and each of the other loan documents executed by it in favor of Lender, and (c) agrees that its
obligations under such documents are and shall remain in full force and effect. Although the undersigned is acknowledging and
agreeing to the foregoing, the undersigned understands that Lender has no obligation to inform it of such matters in the
future or to seek its acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a
duty.


 


	 	DELUNA INVESTMENTS, INC., a California corporation

	 	 
	 	By: 	/s/ S Galletti
	 	Name: 	S Galletti
	 	Title: 	CEO


 


 


[Guaranty Reaffirmation - Fifth Amendment
to


Loan and Security Agreement]


 






     

     


    

 


MEMBER’S CERTIFICATE


 





(ITTELLA INTERNATIONAL, LLC)


 


The
undersigned, a duly authorized officer of ITTELLA INTERNATIONAL, LLC, a California limited liability company
(“Borrower”), certifies to MARQUETTE BUSINESS CREDIT, LLC, a Delaware limited liability company, as follows:


 


1. Borrower
has requested that Lender enter into the Fifth Amendment of even date herewith (the “Agreement”) with respect to the
Loan and Security Agreement dated as of September 25, 2017 (as has been or may be amended, supplemented, replaced, restated or
otherwise modified, the “Loan Agreement”) by and between Borrower and Lender.


 


2. The
following is a true copy of resolutions duly adopted by the members by unanimous written consent:


 


“RESOLVED that the terms
of the Fifth Amendment between the Company and Marquette Business Credit, LLC (‘Lender’) are hereby approved and ratified.


 


FURTHER RESOLVED, that any one
manager of the company is hereby authorized and directed, on behalf of this limited liability company, to make, execute, and deliver
to Lender any and all documents and to do any and all acts necessary or desirable to effectuate the foregoing resolution.”


 


3. These
resolutions are in conformity with the articles of formation and operating company of Borrower, have never been modified or repealed,
and are now in full force and effect.


 


4. No
further approvals or authorizations are necessary for Borrower to execute, deliver and perform under the Agreement.


 


5. As
of the date set forth below, (a) all of the representations and warranties in the Loan Agreement are true and correct, and (b)
no “Default” or “Event of Default” (as each such term is defined in the Loan Agreement) has occurred.


 





	 	Dated: As of June 14, 2019
	 	 
	 	 	/s/ Stephanie Dieckmann
	 	Name: 	Stephanie Dieckmann
	 	Title: 	COO


 


 


[Manager’s Certificate -- Fifth Amendment to


Loan and Security Agreement]


 






     

     


    

 






SIXTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT


 


THIS SIXTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this “Amendment”) dated as of December 16, 2019, is entered into by MARQUETTE BUSINESS CREDIT, LLC, a Delaware
limited liability company (“Lender”), and ITTELLA INTERNATIONAL, LLC, a California limited liability company, successor
in interest to ITTELLA INTERNATIONAL, INC., a California corporation (“Borrower”) with reference to the following facts:


 


RECITALS


 


A. Lender
and Borrower are parties to a Loan and Security Agreement dated as of September 25, 2017 (as has been or may be amended, supplemented,
replaced, restated or otherwise modified, the “Loan Agreement”), pursuant to which Lender has provided certain credit
facilities to Borrower.


 


B. Borrower
has requested that Lender make certain modifications of the Loan Agreement as set forth herein.


 


C. Lender
is willing to provide such accommodations to the Borrower on the terms and conditions set forth below.


 


NOW, THEREFORE, the parties hereby agree
as follows:


 


	1.	Defined Terms. Any and all initially capitalized terms used in this Amendment (including,
without limitation, in the Recitals to this Amendment) without definition shall have the respective meanings assigned thereto in
the Loan Agreement.



 


	1.	Borrowing Base. The definition of “Borrowing Base” in Section 1.1 of
the Loan Agreement is hereby amended to read in full as follows:



 


“‘Borrowing Base’ means,
as of any date of determination, an amount equal to:


 


(a) ninety
percent (90%) (or such lesser percentage as Lender may in its sole and absolute discretion determine from time to time) of the
Net Amount of Eligible Accounts; plus


 


(b) the
least of:


 


(i) the sum of:


 


(A) fifty
percent (50%) (or such lesser percentage as Lender may in its sole and absolute discretion determine from time to time) of the
Net Amount of Eligible Inventory; plus


 


(B) forty-five
percent (45%) (or such lesser percentage as Lender may in its sole and absolute discretion determine from time to time) of the
Net Amount of Eligible In-Transit Inventory;


 


(ii) $5,000,000; or


 


(iii) fifty percent (50%) of the aggregate
amount of Revolving Loans outstanding, minus


 




    


     


    

 


(c) the
sum of all Reserves.


 


Without limiting Lender’s discretion
to implement other Reserves, Lender shall institute Reserves with respect to Eligible Accounts in the event that dilution exceeds
1.00% such that the advance rate shall be reduced by 1.00% for each percentage of dilution in excess of 1.00% and Lender shall
institute Reserves in the amount of any Producer Payables.”


 


	2.	Capex Facility Limit. The definition of “Capex Facility Limit” in Section
1.1 of the Loan Agreement is hereby amended to read in full as follows:



 


“‘Capex Facility
Limit’ means $1,886,000; provided that as of December 16, 2019, $1,500,000 remains available to be drawn.”


 


		3.	Contract Rate. The definition of “Contract Rate” in Section 1.1 of the
Loan Agreement is hereby amended to read in full as follows:



 


“‘Contract Rate’
means for any date a per annum rate equal to: (a) with respect to Revolving Loans and Capex Loans, the sum of the Base Rate in
effect from time to time plus one percent (1.00%), and (b) with respect to the Term Loan, the sum of the Base Rate in effect from
time to time plus one and one half percent (1.50%).”


 


		4.	LIBOR Rate. The definition of “LIBOR Rate” in Section 1.1 of the Loan
Agreement is hereby amended to read in full as follows:



 


“‘LIBOR Rate’
means, on any date of determination, the greater of (a) zero and (b) the rate of interest per annum reported on Reuters Screen
LIBOROI (or any successor page or other commercially available, generally recognized financial information source providing quotations
of the London Interbank Offered Rate (“LIBOR”), as determined by Lender from time to time) at approximately 11:00 a.m.,
London time, on such day (or, if such day is not a Business Day, on the preceding Business Day) for dollar deposits in the amount
of $1,000,000 with a maturity of one month; provided that if Lender determines in good faith for any reason that (a) it is not
reasonably possible to determine the LIBOR Rate, (b) the LIBOR Rate is no longer available or generally used in commercial loan
transactions, or (c) it is no longer lawful for Lender to make Loans based on the LIBOR Rate, the Lender may in its reasonable
discretion designate a replacement benchmark index for LIBOR and select a spread adjustment between LIBOR and such replacement
benchmark index rate. The determination of the LIBOR Rate by Lender shall be conclusive in the absence of manifest error. The LIBOR
Rate shall be determined on the first Business Day of each calendar month.”


 


		5.	Permitted Affiliate Loan. The definition of “Permitted Affiliate Loan” in Section
1.1 of the Loan Agreement is hereby amended to read in full as follows:



 


“‘Permitted
Affiliate Loan’ means a loan from Borrower to an Affiliate of Borrower to assist in the establishment of an
operation in Italy, in a maximum outstanding amount any time of $3,500,000.”


 


		6.	Revolving Facility Limit. The definition of “Revolving Facility Limit” in Section
1.1 of the Loan Agreement is hereby amended to read in full as follows:



 


“‘Revolving Facility Limit’
means $15,000,000.”


 




    


     


    

 


		2.	Enforceability of Indebtedness, Collateral and Loan Documents. Borrower and each Guarantor
acknowledges and agrees that:



 


		(a)	Lender has a valid, perfected and first priority security interest and lien upon all of the Collateral
to secure the Obligations.



 


		(b)	Each of the Loan Documents is in full force and effect, and is enforceable against Borrower and
the Collateral in accordance with its respective terms.



 


		(c)	Borrower has no defenses, offsets, recoupments or counterclaims to: (i) its obligation to pay all
amounts from time to time owing and to perform all obligations required to be performed under the Loan Documents, (ii) enforcement
of Lender’s rights in and to the Collateral, or (iii) enforcement of any other of Lender’s rights or remedies.



 


		3.	Representations and Warranties. Borrower represents and warrants to Lender that:



 


		(a)	There exists no Default or Event of Default, or any other condition or occurrence of events that
now constitute or with the passage of time or the giving of notice or both, would constitute a Default or Event of Default, under
the Loan Agreement or any other Loan Document.



 


		(b)	Each person executing and delivering this Amendment (other than Lender), has been duly authorized
by all necessary corporate action.



 


		(c)	All representations and warranties contained in the Loan Documents, except for those that speak
as of a particular date, are and remain true and correct in all material respects as of the date of this Amendment.



 


		4.	Conditions Precedent. The effectiveness of this Amendment shall be subject to the prior
satisfaction of each of the following conditions:



 


		(a)	This Amendment. Lender shall have received this Amendment duly executed by an authorized
officer of Borrower;



 


		(b)	Guaranty Reaffirmation. Lender shall have received duly executed reaffirmations executed
by Deluna Investments, Inc. and Salvatore Galletti in form acceptable to Lender; and



 


		(c)	Manager’s Certificate. Lender shall have received a duly executed Manager’s
Certificate in form acceptable to Lender.



 


		5.	Integration. This Amendment, the Loan Documents and the documents referred to herein constitute
the entire agreement of the parties in connection with the subject matter hereof and cannot be changed or terminated orally. All
prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are
merged into this Amendment.



 


		6.	Counterparts. This Amendment may be executed in multiple counterparts, each of which when
so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute but one and the same
agreement.



 




    


     


    

 


		7.	Governing Law. This Amendment, the interpretation and construction of this Amendment and
any provision of this Amendment and of any issue relating to the transactions contemplated by this Amendment shall be governed
by the laws of the State of California, not including conflicts of law rules.



 


		8.	Further Assurances. Borrower agrees to execute and deliver such other agreements, documents
and instruments and take such other actions as Lender may reasonably request in connection with the transactions contemplated by
this Amendment.



 


[Signature Page Follows]


 




    


     


    

 


IN WITNESS WHEREOF, Borrower and Lender
have executed this Amendment by their respective duly authorized officers as of the date first above written.


 


	 	MARQUETTE BUSINESS CREDIT, LLC,

a Delaware limited liability company


 


	 	By:	 
	 	Name:	Xavier Gannon
	 	Title:	SVP Client Manager


 


	 	ITTELLA INTERNATIONAL, LLC, a California limited liability company, successor in interest to ITTELLA INTERNATIONAL, INC., a California corporation


 


	 	By:	/s/ Stephanie Dieckmann
	 	Name:	Stephanie Dieckmann
	 	Title:	COO


 




    	 	S-1	[Signature Page to Sixth Amendment to Loan 
 and Security Agreement]



     


    

 


GUARANTY REAFFIRMATION


 


Reference is made to the Continuing Guaranty,
dated as of September 25, 2017 (the “Guaranty”), by the undersigned in favor of Marquette Business Credit, LLC. The
undersigned hereby: (a) consents to and acknowledges the terms and conditions of the foregoing Amendment, (b) acknowledges and
reaffirms its obligations owing to Lender under the Guaranty and each of the other loan documents executed by it in favor of Lender,
and (c) agrees that its obligations under such documents are and shall remain in full force and effect. Although the undersigned
is acknowledging and agreeing to the foregoing, the undersigned understands that Lender has no obligation to inform it of such
matters in the future or to seek its acknowledgment or agreement to future amendments or waiver, and nothing herein shall create
such a duty.


 


	 	/s/ Salvatore Galletti
	 	SALVATORE GALLETTI, an individual


 




    	 		[Guaranty Reaffirmation - Sixth Amendment to
 Loan and Security Agreement]



     


    

 


GUARANTY REAFFIRMATION


 


The undersigned hereby (a) consents to
and acknowledges the terms and conditions of the foregoing Amendment, (b) acknowledges and reaffirms its obligations owing to Lender
under the Continuing Guaranty dated as of November 22, 2017, the Deed of Trust, Assignment of Rents and Fixture Filing and each
of the other loan documents executed by it in favor of Lender, and (c) agrees that its obligations under such documents are and
shall remain in full force and effect. Although the undersigned is acknowledging and agreeing to the foregoing, the undersigned
understands that Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement
to future amendments or waivers, and nothing herein shall create such a duty.


 


	 	DELUNA INVESTMENTS, INC., 

a California corporation


 


	 	By:	/s/ Salvatore Galletti
	 	Name:	Salvatore Galletti
	 	Title:	CEO


 




    	 		[Guaranty Reaffirmation - Sixth Amendment to
 Loan and Security Agreement]



     


    

 


MEMBER’S CERTIFICATE


 


(ITTELLA INTERNATIONAL, LLC)


 


The undersigned, a duly authorized officer
of ITTELLA INTERNATIONAL, LLC, a California limited liability company (“Borrower”), certifies to MARQUETTE BUSINESS
CREDIT, LLC, a Delaware limited liability company, as follows:


 


1. Borrower
has requested that Lender enter into the Sixth Amendment of even date herewith (the “Agreement”) with respect to the
Loan and Security Agreement dated as of September 25, 2017 (as has been or may be amended, supplemented, replaced, restated or
otherwise modified, the “Loan Agreement”) by and between Borrower and Lender.


 


2. The
following is a true copy of resolutions duly adopted by the members by unanimous written consent:


 


“RESOLVED that the terms of the Sixth
Amendment between the Company and Marquette Business Credit, LLC (tender’) are hereby approved and ratified.


 


FURTHER RESOLVED, that any one manager
of the company is hereby authorized and directed, on behalf of this limited liability company, to make, execute, and deliver to
Lender any and all documents and to do any and all acts necessary or desirable to effectuate the foregoing resolution.”


 


3. These
resolutions are in conformity with the articles of formation and operating company of Borrower, have never been modified or repealed,
and are now in full force and effect.


 


4. No
further approvals or authorizations are necessary for Borrower to execute, deliver and perform under the Agreement.


 


5. As
of the date set forth below, (a) all of the representations and warranties in the Loan Agreement are true and correct, and (b)
no “Default” or “Event of Default” (as each such term is defined in the Loan Agreement) has occurred.


 


	 	Dated: 	As of December 16, 2019
	 	 	 
	 	By:	/s/ Stephanie Dieckmann
	 	Name: 	Stephanie Dieckmann
	 	Title: 	COO


 






    	 		[Merger’s Certificate - Sixth Amendment to
 Loan and Security Agreement]



     


    







 


CREDIT LINE AGREEMENT


 


FIRST AMENDMENT


 


This First Amendment dated July 25, 2018
will serve to extend its termination date from original Credit Line Agreement dated August 1, 2017 for 1 year. The effective date
is July 1, 2018 and will terminate on August 31, 2019.


 


By Borrower signing this First Amendment
to extend its termination date Borrower also agrees to the same Terms and Conditions to the original Agreement.


 


	Borrower:	 	Lender:
	 	 	 
	ITTELLA CHEF	 	Ittella International, Inc.
	 	 	 
	/s/ Salvatore Galletti	 	/s/ Salvatore Galletti
	Salvatore Galletti, Officer	 	Salvatore Galletti, CEO
	 	 	 
	Date: July 25, 2018	 	Date: July 25, 2018




 






     

     


    



 


 


 


 


 


 


 


 


 


LOAN AND SECURITY AGREEMENT


 


dated as of September 25, 2017


 


between


 


MARQUETTE BUSINESS CREDIT, LLC,


as Lender


 


 


and


 


 


ITTELLA INTERNATIONAL, INC.


as Borrower


 


 


 


 


 


 


 


 


 


 


 




    


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I - DEFINITIONS	1
	 	 	 
	Section 1.1	Definitions	1
	 	 	 
	Section 1.2	UCC Terms	15
	 	 	 
	Section 1.3	Accounting Terms and Determinations	15
	 	 	 
	Section 1.4	Interpretative Provisions	15
	 	 	 
	ARTICLE II - REVOLVING CREDIT FACILITY	16
	 	 	 
	Section 2.1	Revolving Loans	16
	 	 	 
	Section 2.2	Advances	16
	 	 	 
	Section 2.3	Repayment of the Revolving Loans	16
	 	 	 
	Section 2.4	Disbursement of Revolving Loans	16
	 	 	 
	Section 2.5	Deemed Requests for Revolving Loans to Pay Required Payments	17
	 	 	 
	Section 2.6	Capex Loans	17
	 	 	 
	ARTICLE III - GENERAL LOAN PROVISIONS; FEES AND EXPENSES	18
	 	 	 
	Section 3.1	Interest	18
	 	 	 
	Section 3.2	Fees and Expenses	18
	 	 	 
	Section 3.3	Manner of Payment	19
	 	 	 
	Section 3.4	Termination of Agreement or Facility	19
	 	 	 
	Section 3.5	Evidence of Debt	20
	 	 	 
	Section 3.6	Changes in Capital Adequacy Regulations	20
	 	 	 
	Section 3.7	Lender Statements; Survival of Indemnity	20
	 	 	 
	Section 3.8	Maximum Interest; Controlling Limitation	20
	 	 	 
	ARTICLE IV - CONDITIONS PRECEDENT	21
	 	 	 
	Section 4.1	Conditions Precedent	21
	 	 	 
	Section 4.2	Conditions to Subsequent Advances	23
	 	 	 
	ARTICLE V - REPRESENTATIONS AND WARRANTIES OF BORROWER	23
	 	 	 
	Section 5.1	Representations and Warranties	23
	 	 	 
	Section 5.2	Survival of Representations	27
	 	 	 
	ARTICLE VI - SECURITY INTEREST AND COLLATERAL COVENANTS	27
	 	 	 
	Section 6.1	Security Interest	27
	 	 	 
	Section 6.2	Collection of Accounts	27
	 	 	 
	Section 6.3	Verification of Accounts	27
	 	 	 
	Section 6.4	Disputes, Returns and Adjustments	27


 




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	 	 	Page
	 	 	 
	Section 6.5	Invoices	28
	 	 	 
	Section 6.6	Ownership; Defense of Title	28
	 	 	 
	Section 6.7	Locations; Organizational Information; Inventory	28
	 	 	 
	Section 6.8	Records Relating to Collateral	28
	 	 	 
	Section 6.9	Inspection	28
	 	 	 
	Section 6.10	Maintenance	29
	 	 	 
	Section 6.11	Appraisals	29
	 	 	 
	Section 6.12	Preservation of Lender’s Rights	29
	 	 	 
	Section 6.13	Perfection and Protection of Lender’s Security Interest	29
	 	 	 
	Section 6.14 	Power of Attorney	29
	 	 	 
	ARTICLE VII - AFFIRMATIVE COVENANTS	30
	 	 	 
	Section 7.1	Preservation of Corporate Existence and Similar Matters	30
	 	 	 
	Section 7.2	Compliance with Applicable Law	30
	 	 	 
	Section 7.3	Conduct of Business	30
	 	 	 
	Section 7.4	Payment of Taxes and Claims	30
	 	 	 
	Section 7.5	Accounting Methods and Financial Records	31
	 	 	 
	Section 7.6	Use of Proceeds	31
	 	 	 
	Section 7.7	Hazardous Waste and Substances; Environmental Requirements	31
	 	 	 
	Section 7.8	Accuracy of Information	31
	 	 	 
	Section 7.9	Revisions or Updates to Schedules	31
	 	 	 
	Section 7.10	ERISA	31
	 	 	 
	Section 7.11	Insurance	31
	 	 	 
	Section 7.12	Payroll Taxes	32
	 	 	 
	Section 7.13	Notice of Certain Matters	32
	 	 	 
	Section 7.14	Deposit Accounts	32
	 	 	 
	Section 7.15	Producer Payables	32
	 	 	 
	ARTICLE VIII - FINANCIAL AND COLLATERAL REPORTING	32
	 	 	 
	Section 8.1	Financial Statements	32
	 	 	 
	Section 8.2	Compliance Certificate	33
	 	 	 
	Section 8.3	Collateral Information and Reports	33
	 	 	 
	ARTICLE IX - NEGATIVE COVENANTS	34
	 	 	 
	Section 9.1	Financial Covenants	34


 




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	 	 	Page
	 	 	 
	Section 9.2	Prohibited Distributions and Payments, Etc.	34
	 	 	 
	Section 9.3	Debt	35
	 	 	 
	Section 9.4	Liens	35
	 	 	 
	Section 9.5	Loans	35
	 	 	 
	Section 9.6	Merger, Consolidation, Sale of Assets, Acquisitions	35
	 	 	 
	Section 9.7	Transactions with Affiliates	35
	 	 	 
	Section 9.8	Contingent Liabilities	35
	 	 	 
	Section 9.9	Operating Leases	35
	 	 	 
	Section 9.10	Benefit Plans	35
	 	 	 
	Section 9.11	Sales and Leasebacks	35
	 	 	 
	Section 9.12	Investments	35
	 	 	 
	Section 9.13 	Amendments	35
	 	 	 
	Section 9.14	No Restrictions on Subsidiary Distributions	35
	 	 	 
	Section 9.15	Collateral Locations	36
	 	 	 
	Section 9.16	USA Patriot Act	36
	 	 	 
	Section 9.17 	SANCTIONS	36
	 	 	 
	ARTICLE X - DEFAULT	36
	 	 	 
	Section 10.1	Events of Default	36
	 	 	 
	Section 10.2	Remedies	37
	 	 	 
	Section 10.3	Application of Proceeds	38
	 	 	 
	Section 10.4	Miscellaneous Provisions Concerning Remedies	38
	 	 	 
	Section 10.5	Trademark License	38
	 	 	 
	ARTICLE XI - MISCELLANEOUS	39
	 	 	 
	Section 11.1	Notices	39
	 	 	 
	Section 11.2	Expenses	39
	 	 	 
	Section 11.3	Setoff	40
	 	 	 
	Section 11.4	Venue; Service of Process	40
	 	 	 
	Section 11.5	Assignment; Participation	41
	 	 	 
	Section 11.6 	Amendments and Waivers	41
	 	 	 
	Section 11.7	Performance of Borrower’s Duties	41
	 	 	 
	Section 11.8	Indemnification	41
	 	 	 
	Section 11.9	All Powers Coupled with Interest	42


 




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	 	 	Page
	 	 	 
	Section 11.10	Severability of Provisions	42
	 	 	 
	Section 11.11	GOVERNING LAW	42
	 	 	 
	Section 11.12	Jury Waiver	42
	 	 	 
	Section 11.13	Counterparts; Integration	42
	 	 	 
	Section 11.14	Time is of the Essence	42
	 	 	 
	Section 11.15	Waiver of Consumer Rights	42
	 	 	 
	Section 11.16	Patriot Act Notice	43
	 	 	 
	Section 11.17	Press Releases and Related Matters	43


 






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LOAN AND SECURITY AGREEMENT


 


This Loan and Security Agreement (this
“Agreement”) is executed by and between MARQUETTE BUSINESS CREDIT, LLC (together with its successors
and assigns, “Lender”) and ITTELLA INTERNATIONAL, INC., a corporation organized under the laws of the
State of California (“Borrower”), as of September 25, 2017. Lender and Borrower hereby agree as follows:


 


ARTICLE I - DEFINITIONS


 


Section 1.1 Definitions. When
used in this Agreement, the capitalized terms set forth below shall have the definitions assigned to such terms below:


 


“Account Debtor” means
a Person who is obligated on an account.


 


“Acquisition” means
any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person,
(b) the acquisition of in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary,
or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).


 


“Affiliate” of a Person
means another Person which, directly or indirectly, controls, is controlled by, or is under common control with, such former Person.
For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by”
and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting
securities or partnership or other interests, by contract or otherwise. Without limiting the forgoing, UMB Bank, n.a., UMB Financial
Corporation and all of its direct and indirect subsidiaries are Affiliates of Lender.


 


“Agreement” has the
meaning prescribed for such term in the preamble paragraph of this Agreement.


 


“Anti-Corruption Laws”
means: (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other
anti-bribery or anti-corruption laws, regulations or ordinances in any jurisdiction in which Borrower is located or doing business.


 


“Anti-Money Laundering Laws”
means applicable laws or regulations in any jurisdiction in which Borrower is located or doing business that relates to money laundering,
any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.


 


“Applicable Law” means,
as to any Person, any law (statutory or common), treaty, rule or regulation of a governmental authority or determination of a court
or binding arbitrator, in each case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.


 


“Availability” means,
as of any date, the positive difference between (i) the Borrowing Base on such date and (ii) the outstanding principal amount of
the Revolving Loans on such date.


 


“Base Rate” means for
any day a rate per annum equal to the higher of (a) the Prime Rate in effect on such day, or (b) the LIBOR Rate plus two percent
(2%), which LIBOR Rate shall be determined by Lender on a daily basis (or, if such day is not a LIBOR Business Day, on the preceding
LIBOR Business Day). Any change in the Base Rate resulting from a change in either the Prime Rate or the LIBOR Rate shall become
effective on the day such change occurs.


 






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“Benefit Plan” means
a defined benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer Plan) in respect of which a Person or any
Related Company is, or within the immediately preceding six (6) years was, an “employer” as defined in Section 3(5)
of ERISA, including such plans as may be established after the date hereof.


 


“Borrower” has the meaning
prescribed for such term in the preamble paragraph of this Agreement.


 


“Borrowing Base” means,
as of any date of determination, an amount equal to:


 


(a) ninety
percent (90%) (or such lesser percentage as Lender may in its sole and absolute discretion determine from time to time) of the
Net Amount of Eligible Accounts; plus


 


(b) the
least of:


 


(i) the sum of:


 


(A) fifty
percent (50%) (or such lesser percentage as Lender may in its sole and absolute discretion determine from time to time) of the
Net Amount of Eligible Inventory; plus


 


(B) forty-five
percent (45%) (or such lesser percentage as Lender may in its sole and absolute discretion determine from time to time) of the
Net Amount of Eligible In-Transit Inventory;


 


(ii) $2,250,000; or


 


(iii) fifty percent (50%) of the aggregate
amount of Revolving Loans outstanding, minus


 


(c) the
sum of all Reserves.


 


Without limiting Lender’s discretion
to implement other Reserves, Lender shall institute Reserves with respect to Eligible Accounts in the event that dilution exceeds
1.00% such that the advance rate shall be reduced by 1.00% for each percentage of dilution in excess of 1.00% and Lender shall
institute Reserves in the amount of any Producer Payables.


 


“Borrowing Base Certificate”
means a certificate in the form of Exhibit A attached hereto or otherwise in a form acceptable to Lender.


 


“Business Day” means
any day that is not a Saturday, Sunday, or other day on which commercial banks in Los Angeles, California, are authorized or required
by law to remain closed, or is a day when Lender is otherwise closed.


 


“Borrowed Debt” means
Debt (i) that is represented by notes payable, drafts accepted, bonds, debentures or similar instruments that represent extensions
of credit, (ii) upon which interest charges are customarily paid (other than trade Debt), (iii) that was issued or assumed as full
or partial payment for property, (iv) that is evidenced by a guarantee (but only if the obligations guaranteed would otherwise
qualify as Money Borrowed), (v) that constitutes reimbursement obligations with respect to letters of credit, or (vi) that constitutes
a Capitalized Lease Obligation.


 






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“Capex Facility Limit”
means $500,000.


 


“Capex Loans”
means the advances made to Borrower pursuant to Section 2.6.


 


“Capital Expenditures”
means, with respect to any Person, all expenditures made and liabilities incurred for the acquisition of assets which are required
to be capitalized in accordance with GAAP.


 


“Capitalized Lease”
means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.


 


“Capitalized Lease Obligation”
means Debt represented by obligations under a Capitalized Lease, and the amount of such Debt shall be the capitalized amount of
such obligations determined in accordance with GAAP.


 


“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any governmental authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to
the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
regardless of the date enacted, adopted or issued.


 


“Change of Control”
means, at any time, (a) the Controlling Equity Holder shall cease to beneficially own and control at least one hundred percent
(100%) on a fully diluted basis of the economic and voting interests in the Equity Interests of Borrower, (b) any Person or “group”
(within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) other than the Controlling
Equity Holder (i) shall have acquired beneficial ownership of ten percent (10%) or more on a fully diluted basis of the voting
and/or economic interest in the Equity Interests of Borrower or (ii) shall have obtained the power (whether or not exercised) to
elect a majority of the members of the Board of Directors (or similar governing body) of Borrower, (c) Borrower shall cease to
beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Equity Interests in each
of its Subsidiaries (if any), or (d) any “change of control” or similar event under any Subordinated Debt shall occur.


 


“Closing Date” means
the date on which all such conditions precedent set forth in Section 4 have been satisfied or waived in writing by Lender.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
means and includes all of Borrower’s now owned or hereafter acquired assets, whether tangible or intangible, including without
limitation all of Borrower’s right, title and interest in and to each of the following, wherever located and whether now
existing or hereafter arising or acquired: (a) all accounts, (b) all inventory, (c) all equipment and fixtures, (d) all contract
rights, (e) all general intangibles, including without limitation payment intangibles and software, (f) all Intellectual Property,
(g) all securities accounts, deposit accounts, cash, money, drafts, certificates of deposit, and general and special deposits,
(h) all investment property and financial assets (other than margin stock within the meaning of Regulation U of the Board of Governors
of the Federal Reserve System), (i) all instruments, (j) all chattel paper, including without limitation, electronic chattel paper,
(k) all goods and all accessions thereto, (1) all healthcare-insurance receivables, (m) all leases, (n) all reporting obligations,
(o) all documents, (p) all letter of credit rights, (q) all insurance and certificates of insurance pertaining to any and all
items of Collateral, (r) all books and records, (s) all files, correspondence, computer programs, tapes, disks and related data
processing software and other media which contain information identifying or pertaining to any of the Collateral or any Account
Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the
collection thereof, (t) all cash deposited with any Affiliate of Lender, (u) all commercial tort claims, including, without limitation,
those described on Schedule 1.1 hereto, if any, and (v) any and all products and cash and non-cash proceeds of the
foregoing (including, but not limited to, any claims to any items referred to in this definition and any claims against third
parties for loss of, damage to or destruction of any or all of the Collateral or for proceeds payable under or unearned premiums
with respect to policies of insurance) in whatever form; provided, however, that “Collateral” shall not include the
Excluded Property.


 






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“Collection Account”
means the special account maintained with UMB Bank, n.a., in the name of Lender, for the benefit of Borrower, over which Lender
alone has the power of withdrawal.


 


“Concentration Limit”
means twenty percent (20%) of total accounts of Borrower deemed Eligible Accounts other than with respect to clause (m) of the
definition of “Eligible Accounts”; provided, however, as it relates solely to accounts of Borrower (a) from
Trader Joes, the Concentration Limit means fifty percent (50%), (b) from Walmart/Sam’s Club, the Concentration Limit means
thirty-five percent (35%), and (c) from Whole Foods, the Concentration Limit means twenty five percent (25%).


 


“Contingent Liability”
means any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease,
dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”)
in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making
or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless
of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor,
(ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity
capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability
of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation
against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount
of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing
the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.


 


“Contract Rate” means
for any date a per annum rate equal to the sum of the Base Rate in effect from time to time plus one and one half percent (1.50%).


 


“Controlling Equity Holder”
means Salvatore Galletti or any successor or assign thereof approved by Lender in its sole and absolute discretion.


 


“Cross Aging Percentage”
shall mean thirty five percent (35%) of the aggregate balance of all accounts owing by a particular Account Debtor.


 


“Debt” means, without
duplication, (a) all obligations for Borrowed Debt or for the deferred purchase price of property or services or in respect of
reimbursement obligations under letters of credit, (b) all obligations represented by bonds, debentures, notes and accepted drafts
that represent extensions of credit, (c) Capitalized Lease Obligations, (d) all obligations (including, during the noncancellable
term of any lease in the nature of a title retention agreement, all future payment obligations under such lease discounted to their
present value in accordance with GAAP) secured by any Lien to which any property or asset owned or held by a Person is subject,
whether or not the obligation secured thereby shall have been assumed by such Person, (e) all Contingent Liabilities of such Person,
(f) Disqualified Equity Interests, including all obligations of such Person to purchase, redeem, retire, defease or otherwise make
any payment in respect of any Equity Interests in such Person or any other Person or any warrant, right or option to acquire such
Equity Interests, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation
preference, and (g) in the case of Borrower, the Loans.


 






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“Debt to be Repaid”
means the Debt owed to Community Bank.


 


“Default” means any
of the events specified in Section 10.1 that, with the passage of time or giving of notice or both, would constitute an
Event of Default.


 


“Default
Rate” means the Contract Rate plus three (3.00%) per annum.


 


“Disqualified Equity Interest”
means any Equity Interest that, by its terms (or by the terms of any security of other Equity Interest into which it is convertible
or for which it is exchangeable), or upon the happening of any event or condition, (a) matures (excluding any maturity as the result
of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is six months after the
Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities
or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to six months after the Maturity Date,
(c) contains any repurchase obligation that may come into effect prior to payment in full of all Obligations, (d) requires cash
dividend payments prior to six months after the Maturity Date, (e) provides the holders of such Equity Interest thereof with any
rights to receive any cash upon the occurrence of a change of control prior to six months after the date on which the Obligations
have been irrevocably paid in full, unless the rights to receive such cash are contingent upon the Obligations being irrevocably
paid in full, or (f) is prohibited by the terms of this Agreement.


 


“Dollar” and “$”
means freely transferable United States dollars.


 


“EBITDA” means, for
any period, the sum of (a) Net Income (or Net Loss) for such period, plus (b) the cash interest expense for such period,
plus (c) the provision for income taxes allocable to such period, plus (d) any depreciation or amortization expenses
incurred in determining Net Income (or Net Loss) for such period.


 


“Eligible Accounts”
shall mean all accounts of Borrower which are deemed by Lender in the exercise of its sole and absolute discretion to be eligible
for inclusion in the calculation of the Borrowing Base. In no event shall Eligible Accounts include the following:


 


(a) accounts
(i) which are due and payable within 30 days and which remain unpaid more than 90 days past their original invoice dates, (ii)
which are due and payable within 15 days and which remain unpaid more than 45 days past their original invoice dates, (iii) which
are due and payable within 10 days and which remain unpaid more than 30 days past their original invoice dates;


 


(b) accounts
which are not due and payable within 30 days after their original due dates;


 


(c) accounts
owing by a single Account Debtor if more than the Cross Aging Percentage of such accounts is ineligible pursuant to clauses (a)
or (b) above;


 






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(d) accounts
with respect to which the Account Debtor is an Affiliate of Borrower;


 


(e) accounts
with respect to which the obligation of payment by the Account Debtor is or may be conditional for any reason whatsoever including,
without limitation, accounts arising with respect to goods that were (i) not sold on an absolute basis, (ii) sold on a bill and
hold sale basis, (iii) sold on a consignment sale basis, (iv) sold on a guaranteed sale basis, (v) sold on a sale or return basis,
or (vi) sold on the basis of any other similar understanding;


 


(f) accounts
with respect to which the Account Debtor is not a resident or citizen of, or otherwise located in, the United States of America
or with respect to which the Account Debtor is not subject to service of process in the United States of America;


 


(g) accounts
with respect to which the Account Debtor is the United States of America or any other federal governmental body unless such accounts
are duly assigned to Lender in compliance with all applicable governmental requirements (including, without limitation, the Federal
Assignment of Claims Act of 1940, as amended, if applicable);


 


(h) accounts
with respect to which Borrower is or may be liable to the Account Debtor in any way, or which is subject to any right of setoff
or recoupment, or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due
from such Account Debtor;


 


(i) owed
by an Account Debtor, to the extent the amount owing thereon, exceeds the credit limit extended to such Account Debtor by Borrower;


 


(j) which
is evidenced by a promissory note or other instrument or by chattel paper;


 


(k) which
arises out of a sale not made in the ordinary course of the Borrower’s business;


 


(1) with
respect to which any of the following events has occurred as to the Account Debtor on such Account: death or judicial declaration
of incompetency, if the Account Debtor is an individual, the filing of any petition for relief under the bankruptcy code or similar
proceeding, a general assignment for the benefit of creditors, the appointment of a receiver or trustee, application or petition
for dissolution, the sale or transfer of all or any material part of the assets or the cessation of the business as a going concern;


 


(m) accounts
with respect to which the goods giving rise thereto have not been shipped and delivered to and accepted as satisfactory by the
applicable Account Debtor or accounts with respect to which the services performed giving rise thereto have not been completed
and accepted as satisfactory by the applicable Account Debtor;


 


(n) accounts
which are not invoiced within 3 days after the shipment and delivery to and acceptance by said Account Debtor of the goods giving
rise thereto or the performance of the services giving rise thereto by the applicable Account Debtor;


 


(o) accounts
that are not invoiced within the period specified in the contract giving rise thereto or, with respect to such contract, pursuant
to a documented change request of the applicable Account Debtor;


 


(p) accounts
which are not subject to a first priority perfected security interest in favor of Lender;


 






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(q) that
portion of an account balance owed by a single Account Debtor which exceeds the Concentration Limit;


 


(r) accounts
with respect to which the Account Debtor is located in any state that requires Borrower to qualify to do business in such state
or to file a business activities report or similar report in order to permit Borrower to seek judicial enforcement in such state
of payment of such account, unless Borrower is qualified to do business in such state or is in compliance with any such filing
requirements;


 


(s) accounts
which represent a progress billing;


 


(t) accounts
with respect to which there exists any Lien in favor of any Person other than Lender, unless such Lien has been fully and unconditionally
subordinated to Lender’s security interest pursuant to a written agreement in form and substance acceptable to Lender;


 


(u) accounts
representing funds paid by vendors of Borrower in connection with promotion of such vendors’ brands; and


 


(v) accounts
that Lender, in its sole and absolute discretion, has determined to be ineligible.


 


“Eligible In-Transit Inventory”
means Inventory that satisfied all of the requirements to constitute Eligible Inventory other than clause (I) (because such Inventory
is in-transit to the United States), and such Inventory (i) has been purchased from a foreign supplier, (ii) is in the process
of being shipped directly from a foreign country to a customs broker in the United States (iii) has not yet been delivered to the
Borrower, (iv) is covered by a non-negotiable document of title, (v) is supported by a letter of credit or covered by marine transit
insurance, in each case in form and substance acceptable to Lender in its sole and absolute discretion, and (vi) is subject to
an imported inventory agreement, in form and substance acceptable to Lender.


 


“Eligible Inventory”
means, as at any date of determination, all inventory owned by and in the possession of Borrower and located in the United States
of America that Lender, in its sole and absolute discretion, deems to be eligible for borrowing purposes. Without limiting the
generality of the foregoing, unless otherwise agreed by Lender, the following is not Eligible Inventory:


 


(a) work-in-process;


 


(b) finished
goods which do not meet the specifications of the purchase order for such goods;


 


(c) inventory
which Lender determines, in its sole and absolute discretion, to be unacceptable for borrowing purposes;


 


(d) inventory
with respect to which Lender does not have a valid, first priority and fully perfected Lien;


 


(e) inventory
with respect to which there exists any Lien in favor of any Person other than Lender or which has been consigned to Borrower;


 


(f) packaging
and shipping materials, products and labels;


 






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(g) inventory
that is within 6 months (or 30 days with respect to refrigerated inventory) of its expiration date, slow-moving or obsolete or
returned or repossessed or used goods taken in trade;


 


(h) inventory
consisting of sub-assemblies;


 


(i) inventory
produced in violation of the Fair Labor Standards Act, in particular provisions contained in Title 29 U.S.C. 215 (a)(i);


 


(j) customer-supplied
inventory;


 


(k) inventory
that is subject to any license or other agreement that limits, conditions, or restricts Borrower’s or Lender’s right
to sell or otherwise dispose of such inventory or is the subject of a claim that Borrower’s use, marketing, sale, or distribution
thereof violates the ownership, patent, copyright, trademark, or other rights of a Person other than Borrower unless such inventory
can be repackaged and sold by Lender; and


 


(l) inventory
that is in transit or located at a location for which Lender does not have a valid landlord’s or warehouseman’s waiver
or subordination on terms and conditions acceptable to Lender in its sole and absolute discretion and inventory located at any
location other than those listed on Schedule 5.1(p).


 


“Environmental Laws”
means all federal, state, local and foreign laws now or hereafter in effect relating to pollution or protection of the environment,
including laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or wastes or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, removal, transport or handling of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or
wastes, and any and all regulations, notices or demand letters issued, entered, promulgated or approved thereunder.


 


“Equity Interest” means
any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests
and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any
of the foregoing.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as in effect from time to time, and any successor statute, and any rule or regulation issued
thereunder.


 


“Event of
Default” means any of the events specified in Section 10.1.


 


“Excluded Property”
means (a) any lease, license or contract to which Borrower is a party, or any license, consent, permit, variance, certification,
authorization or approval of any governmental authority (or any person acting on behalf of a governmental authority) of which Borrower
is the owner or beneficiary, or any of its rights or interests thereunder, if and for so long as the grant of a security interest
therein shall constitute or result in (i) the abandonment, invalidation or unenforceability of the right, title or interest of
Borrower therein or (ii) a breach or termination pursuant to the terms of, or a default under, such lease, license or contract
or such license, consent, permit, variance, certification, authorization or approval (other than, in the case of clauses (i) and
(ii), to the extent that any such term would be rendered ineffective pursuant to Section 9.406, 9.407, 9.408 or 9.409 of the UCC
or any other Applicable Law or principles of equity); (b) any equipment owned by Borrower on the date hereof or hereafter acquired
that is subject to a purchase money lien or a Lien securing a Capital Lease Obligation permitted to be incurred hereunder if the
contract or other agreement (or the documentation providing for such permitted purchase money debt or Capitalized Lease Obligations)
in which such Lien is granted validly prohibits the creation of any other Lien on such equipment; (c) any intent-to-use trademark
application prior to the filing and acceptance of evidence of the use of such trademark in interstate commerce to the extent, if
any, that and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark application under Applicable Law; provided that (x) no accounts, inventory or other
Collateral at any time included in the Borrowing Base shall be Excluded Property and (y) if any Excluded Property would otherwise
constitute Collateral, then, immediately upon such property ceasing to constitute Excluded Property for any reason, such property
shall be deemed at all times from and after the date thereof to constitute Collateral.


 






    -8-


     


    

 


“Facility Limit” means
the sum of the Capex Facility Limit and the Revolving Facility Limit.


 


“Facility
Termination Date” means the earliest to occur of (a) the Maturity Date, (b) the date on which Borrower terminates the
loan facility contemplated hereunder pursuant to Section 3.4, and (c) the date on which Lender’s commitment to make
Loans is terminated pursuant to Section 10.2.


 


“Financial Statements”
means, (a) with respect to financial statements dated as of a date prior to the Closing Date, (i) the balance sheet of Borrower
for its fiscal year ended December 31, 2016, and the related statements of profit and loss and cash flows for the year ended on
such date, reviewed by independent public accountants, and (ii) its company prepared balance sheet as of June 30, 2017, and the
related statements of profit and loss and cash flows for the monthly period then ended, and (b) with respect to financial statements
dated after the Closing Date, the financial statements delivered to Lender pursuant to Section 8.1(a) and Section 8.1(b),
respectively.


 


“Fixed Charge Coverage Ratio”
means the ratio, determined as of the end of each calendar month for the twelve consecutive months then ending of (a) EBITDA for
such period minus cash taxes paid during such period (including distributions to shareholders for the payment of taxes),
minus Non-Financed Capital Expenditures made during such period, minus any Restricted Payments, to (b) without duplication,
cash interest expense paid during such period, plus principal payments on Debt which were made or scheduled to be paid during
such period, plus payments on Capitalized Leases during such period, plus all dividends and distributions made by Borrower
in respect of its Equity Interests during such period, plus management fees or advisory fees paid during such period, all
calculated for Borrower and its Subsidiaries on a consolidated basis. The Permitted Affiliate Loan from the calculation of the
Fixed Charge Coverage Ratio.


 


“FX Obligations” means,
if any, the obligations of Borrower to UMB Bank, n.a. under certain foreign exchange facilities. The FX Obligations will be separately
managed by UMB Bank, n.a., will be supported by separate collateral and shall not be secured by the Collateral.


 


“GAAP” means generally
accepted accounting principles and practices consistently applied.


 


“Guarantor” and “Guarantors”
Salvatore Galletti and each other Person that guarantees the payment and performance of any of the Obligations; provided,
however, the guaranty of Salvatore Galletti shall be released by Lender if Borrower delivers a Compliance Certificate for the fiscal
period ending on January 31, 2018 demonstrating as follows: (A) no Default or Event of Default has occurred, and (B) Borrower’s
Fixed Charge Coverage Ratio is not less than 1.10 to 1.00.


 


“Intellectual Property”
means, as to any Person, all of such Person’s then owned and existing and future acquired or arising patents, patent rights,
copyrights, works which are the subject of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark
and service mark applications, and all licenses and rights related to any of the foregoing, and all rights to sue for past, present
and future infringements of any of the foregoing.


 






    -9-


     


    

 


“Investment” means,
with respect to any Person, any investment in another Person, whether by acquisition of any Debt or Equity Interest, by making
any loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of such other Person
(other than travel and similar advances to employees in the ordinary course of business and consistent with historical practices)
or by making an Acquisition.


 


“Lender” has the meaning
prescribed for such term in the preamble paragraph of this Agreement.


 


“Lender’s Office”
means the office of Lender located at 333 South Grand Avenue, Suite 2200, Los Angeles, California 90071, or such other office as
Lender may designate from time to time.


 


“LIBOR Rate” means,
on any date of determination, the rate of interest per annum reported on Reuters Screen LIBOR01 (or any successor page or other
commercially available, generally recognized financial information source providing quotations of LIBOR as determined by Lender
from time to time) at approximately 11:00 a.m., London time, on such day (or, if such day is not a Business Day, on the preceding
Business Day) for dollar deposits in the amount of $1,000,000 with a maturity of one month.


 


“LIBOR Business Day”
means a day that commercial banks are open with respect to the transaction of international commercial banking business (including
dealings in Dollar deposits) in London, England.


 


“Lien”
means, with respect to any Person, any security interest, chattel mortgage, charge, mortgage, deed to secure debt, deed of trust,
lien, pledge, Capitalized Lease, conditional sale or other title retention agreement, or other security interest or encumbrance
of any kind in respect of any property of such Person or upon the income or profits therefrom.


 


“Loans” means, collectively,
the Capex Loans and the Revolving Loans.


 


“Loan Documents” means,
collectively, this Agreement, each agreement or document now or hereafter executed and delivered by any Person to evidence or secure
the Obligations and each other instrument, agreement and document now or hereafter executed and delivered in connection with this
Agreement or the Loans.


 


“Material Adverse Change”
means any act, omission, event or undertaking which would, singly or in the aggregate, have a materially adverse effect upon (a)
the business, assets, properties, liabilities, condition (financial or otherwise), results of operations or business prospects
of Borrower or any of its subsidiaries, (b) the ability of Borrower or any of its subsidiaries to perform any obligations under
this Agreement or any other Loan Document to which it is a party, or (c) the legality, validity, binding effect, enforceability
or admissibility into evidence of any Loan Document or the ability of Lender to enforce any rights or remedies under or in connection
with any Loan Document.


 


“Maturity Date” means
September 25, 2020.


 


“Maximum Rate” means
the maximum nonusurious interest rate, if any, that at any time, or from time to time, may be contracted for, taken, reserved,
charged, or received on the Loans under the laws which are presently in effect of the United States and the State of California
applicable to Lender and such Debt or, to the extent permitted by law, under Applicable Law of the United States and the State
of California which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than Applicable Laws
now allows.


 






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“Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which Borrower or a Related Company is required
to contribute or has contributed within the immediately preceding 6 years.


 


“Net Amount” means (a)
with respect to Eligible Accounts at any time, the gross amount of Eligible Accounts less sales, excise or similar taxes, and less
returns, discounts, claims, credits and allowances of any nature at any time issued, owing, granted, outstanding, available or
claimed and (b) with respect to Eligible Inventory at any time, the lesser of cost value or market value thereof, determined in
a manner acceptable to Lender, and excluding any portion of cost attributable to intercompany profit between Borrower and its Affiliates,
after deducting the amount of any Permitted Liens on such Inventory warehouseman’s liens.


 


“Net Income” or “Net
Loss” means, with respect to any Person, the net income or net loss of such Person for the period in question (after
provision for income taxes) determined in accordance with GAAP, provided that the impact of any extraordinary gains, determined
in accordance with GAAP, shall be excluded from the determination of “Net Income” and “Net Loss.”


 


“Net Worth” of any Person
means the total shareholders’ or members’ equity (including Equity Interests, additional paid-in capital and retained
earnings, after deducting treasury stock) which would appear as such on a balance sheet of such Person prepared in accordance with
GAAP.


 


“Non-Financed Capital Expenditures”
means Capital Expenditures that are made with funds other than funds obtained from a seller of the capital assets, by a lender,
lessor or another financial institution, including, without limitation, Lender, for the specific purpose of making such Capital
Expenditure, provided, however, that Capital Expenditures funded from advances under the Loans shall be considered Non-Financed
Capital Expenditures.


 


“Obligations” means
(i) all Loans or other advances made by Lender to Borrower pursuant to this Agreement or otherwise, (ii) all future advances or
other value, of whatever class or for whatever purpose, at any time hereafter made or given by Lender to Borrower, whether or not
the advances or value are given pursuant to a commitment and whether or not Borrower is indebted to Lender at the time of such
advance; (iii) any and all other debts, liabilities and obligations of every kind and character of Borrower to Lender, whether
now or hereafter existing, and regardless of whether such present or future debts, liabilities or obligations are direct or indirect,
primary or secondary, joint, several, or joint and several, fixed or contingent, and regardless of whether such present or future
debts, liabilities or obligations may, prior to their acquisition by Lender, be or have been payable to, or be or have been in
favor of, some other Person or have been acquired by. Lender in a transaction with one other than Borrower (it being contemplated
that Lender may make such acquisitions from others), howsoever such debts, liabilities or obligations shall arise or be incurred
or evidenced; (iv) any and all other debts, liabilities and obligations of every kind and character of Borrower to any Affiliate
of Lender, whether now or hereafter existing, and regardless of whether such present or future debts, liabilities or obligations
are direct or indirect, primary or secondary, joint, several, or joint and several, fixed or contingent, and regardless of whether
such present or future debts, liabilities or obligations may, prior to their acquisition by such Affiliate, be or have been payable
to, or be or have been in favor of, some other Person or have been acquired by such Affiliate in a transaction with one other than
Borrower (it being contemplated that Affiliates of Lender may make such acquisitions from others), howsoever such debts, liabilities
or obligations shall arise or be incurred or evidenced; (v) interest on all of the debts, liabilities and obligations set forth
above (including interest accruing after the filing of any bankruptcy or similar petition); (vi) letter of credit reimbursement
obligations, liabilities in respect of any bank products, credit card facilities, foreign exchange facilities or hedging agreements,
including without limitation, interest rate swap transaction, basis swap transaction, forward rate transaction, equity transaction,
equity index transaction, foreign exchange transaction, cap transaction, floor transaction (including any option with respect to
any of these transactions and any combination of any of the foregoing), (vii) all costs, fees and expenses payable by Borrower
to Lender or any Affiliate of Lender pursuant to any of the Loan Documents; and (viii) any and all renewals, extensions, modifications
and increases of the debts, liabilities and obligations set forth above, or any part thereof. The term “Obligations”
shall not include any FX Obligations.


 






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“Obligors” means Borrower,
each Guarantor of the Obligations, and all other Persons obligated to Lender in respect of the Obligations and “Obligor”
means any one of them.


 


“Operating Lease” means
any lease (other than a lease constituting a Capitalized Lease) of real or personal property determined in accordance with GAAP.


 


“PBGC” means the Pension
Benefit Guaranty Corporation or any successor agency.


 


“Permitted Affiliate Loan”
means a loan from Borrower to an Affiliate of Borrower to assist in the establishment of an operation in Italy, in a maximum outstanding
amount any time of $1,000,000.


 


“Permitted
Debt” means (a) Debt constituting purchase money indebtedness or Capital Lease Obligations in aggregate amount outstanding
not to exceed $50,000, (b) the Obligations, (c) trade payables and other contractual obligations arising in the ordinary course
of business that are not past due by more than 90 days, and (d) Debt existing on the Closing Date and described on Schedule
9.3 attached hereto and made a part hereof.


 


“Permitted Investments”
means Investments of Borrower in (a) negotiable certificates of deposit issued by any commercial bank having capital and surplus
in excess of $100,000,000, and (b) any direct obligation of the United States of America or any agency or instrumentality thereof
which has a remaining maturity at the time of repurchase of not more than one year and repurchase agreements relating to the same.


 


“Permitted
Liens” means: (a) Liens which constitute purchase money security interests or arise in connection with Capital Leases
(and attaching only to the property being purchased or leased) permitted under clause (a) of the definition of Permitted Debt;
provided that any such Lien attaches to such property within fifteen (15) days of the acquisition thereof and attaches
solely to the property so acquired or leased, (b) Liens in favor of Lender, (c) Producer’s Liens to the extent disclosed
in the manner required by this Agreement and to the extent such liens do not secure Producer Payables more than 10 days past the
applicable invoice date, (d) Liens securing taxes, assessments and other governmental charges or levies (excluding any Lien imposed
pursuant to any of the provisions of ERISA) or the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor,
materials, supplies or rentals incurred in the ordinary course of business, but (i) in all cases, only if payment shall not at
the time be past due, and (ii) in the case of warehousemen or landlords controlling locations where inventory is located, only
if such Liens have been waived or subordinated to the security interest of Lender in a manner satisfactory to Lender, and (e)
the Liens existing on the Closing Date and described on Schedule 9.4 attached hereto and made a part hereof.


 


“Person” means an individual,
corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization or a government
or any agency or political subdivision thereof.


 


“Prime Rate” means the
rate per annum published from time to time by The Wall Street Journal as the base rate for corporate loans at large commercial
banks (or if more than one such rate is published, the higher or highest of the rates so published). If such rate is no longer
published by The Wall Street Journal, then Lender shall, in its sole and absolute discretion, substitute the base or prime
rate for corporate loans at a large commercial bank for the base rate published in The Wall Street Journal. Such rate may
not necessarily be the lowest or best rate actually charged to any customer of such commercial bank.


 






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“Producer’s Lien”
means any agricultural producer’s lien, statutory trust (including, without limitation, the statutory trust created by the
Perishable Agricultural Commodities Act, as amended) or similar security arrangements that secure the payment of any amounts owed
from time to time by Borrower to any Person (including, without limitation, producers, suppliers, sellers and their agents) on
account of the purchase price of agricultural products or services.


 


“Producer Payables”
means accounts payable with are subject to a Producer’s Lien.


 


“Related Company” means,
as to any Person, any (a) corporation which is a member of the same controlled group of corporations (within the meaning of Section
414(b) of the Code) as such Person, (b) partnership or other trade or business (whether or not incorporated) under common control
(within the meaning of Section 414(c) of the Code) with such Person, or (c) member of the same affiliated service group (within
the meaning of Section 414(m) of the Code) as such Person or any corporation described in clause (a) above or any partnership,
trade or business described in clause (b) above.


 


“Reserve” means, as
of any date of determination, an amount from time to time established by Lender in its sole and absolute discretion as a reserve
in reduction of the Borrowing Base in respect of contingencies or other potential factors (such as, without limitation, rebates,
sales taxes, property taxes, installation. delivery expenses, warranties and repackaging costs) which could adversely affect or
otherwise reduce the anticipated amount of timely collections in payment of Eligible Accounts or the value (whether at cost, market
or orderly liquidation value) of Eligible Inventory, which could affect the enforceability, perfection or priority of Lender’s
Lien on the Collateral or which does or would with notice or passage of time or both, constitute an Event of Default. The “Reserve,”
if any from time to time, does not represent cash funds.


 


“Restricted Payments”
means, with respect to any Person, (a) the retirement, redemption, purchase, or other acquisition for value of any Equity Interests
issued by such Person, (b) the declaration or payment of any dividend or distribution on or with respect to any Equity Interests
(excluding distributions made solely in shares of stock of the same class and further excluding distributions for the payment of
taxes in an amount not exceeding the liability of each such shareholder for income taxes solely attributable to Borrower’s
net income) or any other payment by such Person in respect of Equity Interests, (c) make any redemption, prepayment (whether mandatory
or optional), defeasance, repurchase or any other payment in respect of any Subordinated Debt, (d) the payment by any Person of
the principal amount of or interest on any Debt (other than trade debt in the ordinary course) owing to an Affiliate of such Person,
or (e) pay any management fees or similar fees to any Person, including, without limitation, any holders of its Equity Interests
or any Affiliate thereof.


 


“Revolving Facility Limit”
means $4,000,000.


 


“Revolving Loans” means
the advances made to Borrower pursuant to Section 2.1.


 


“Sanction” or “Sanctions”
means individually and collectively, respectively, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions,
trade embargoes and antiterrorism laws, including but not limited to those imposed, administered or enforced from time to time
by: (a) the United States of America, including those administered by the OFAC, the U.S. State Department, the U.S. Department
of Commerce, or through any existing or future Executive Order, (b) the United Nations Security Council, (c) the European Union,
(d) the United Kingdom, or (e) any other governmental authorities with jurisdiction over Borrower.


 






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“Sanctioned Person”
means any Person that is a target of Sanctions, including without limitation, a Person that is: (a) listed on OFAC’s Specially
Designated Nationals and Blocked Persons List; (b) listed on OFAC’s Consolidated Non-Specially Designated Nationals List;
(c) a legal entity that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Peron(s);
or (d) a Person that is a Sanctions target pursuant to any territorial or country-based Sanctions program.


 


“Schedule
of Accounts” means a schedule delivered by Borrower to Lender pursuant to the provisions of Section 8.3(a).


 


“Schedule
of Inventory” means a schedule delivered by Borrower to Lender pursuant to the provisions of Section 8.3(c).


 


“Solvent” means, when
used in connection with any Person, that such Person has assets of a fair value which exceeds the total liabilities of such Person
and which exceeds the amount required to pay its debts (including contingent, subordinated, unmatured and unliquidated liabilities)
as they become absolute and matured, and that such Person is able to, and anticipates that it will be able to, meet its debts as
they mature and has adequate capital to conduct the business in which it is or proposes to be engaged, and when used in connection
with Borrower, that all of the foregoing requirements are true after given effect to the transactions contemplated hereby, and
that Borrower will not be rendered insolvent by the execution and delivery of the Loan Documents or by completion of the transactions
contemplated hereunder or thereunder.


 


“Subordinated Debt”
means Debt of Borrower to a third Person (i) that has been approved in writing by Lender and (ii) that has been subordinated to
the payment of the Obligations pursuant to a written subordination agreement executed by Lender and the holder of such Debt containing
terms acceptable to Lender in its sole and absolute discretion.


 


“Subsidiary” means,
with respect to any Person, a corporation, partnership, limited liability company, or other legal entity in which that Person directly
or indirectly owns or controls the shares of Equity Interests having ordinary voting power to elect a majority of the board of
directors (or appoint a majority of other comparable managers) of such corporation, partnership, limited liability company, or
other legal entity.


 


“Tangible
Net Worth” means (a) the Net Worth of Borrower at the time in question, less (b) the amount of all intangible
items (e.g. goodwill, noncompetition agreements, patents, copyrights, trademarks, franchises, organization or research and development
costs), amounts due from Affiliates, employees, officers, managers, directors, members and shareholders, and all other items which
should properly be treated as intangibles in accordance with GAAP, less (c) deferred tax liabilities of Borrower, plus
(d) Subordinated Debt of Borrower.


 


“Termination Event”
means (a) a “Reportable Event” as defined in Section 4043 of ERISA, but excluding any such event as to which the PBGC
has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such
event, provided however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section
4043(a) of ERISA or Section 412(d) of the Code, (b) the filing of a notice of intent to terminate a Benefit Plan or the treatment
of a Benefit Plan amendment as a termination under Section 4041 of ERISA, or (c) the institution of proceedings to terminate a
Benefit Plan by the PBGC under Section 4042 of ERISA or the appointment of a trustee to administer any Benefit Plan.


 






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“UCC” means the Uniform
Commercial Code as in effect from time to time in the State of California, including without limitation, any amendments thereto
which are effective after the date hereof or, when the laws of any other jurisdiction govern the perfection or enforcement of any
Lien, the Uniform Commercial Code of such jurisdiction.


 


“Unfunded Vested Liabilities”
shall mean the amount (if any) by which (i) the actuarial present value of accumulated benefits under a Benefit Plan which are
vested exceeds (ii) such Benefit Plan’s net assets available for benefits (all as determined in connection with the filing
of Borrower’s most recent Annual Report on Form 5500) but only to the extent such excess would, if such Benefit Plan were
to terminate as of such date, represent a liability of Borrower or any ERISA Affiliate to the PBGC under Title IV of ERISA. In
each case the foregoing determination shall be made as of the most recent date prior to the filing of said Annual Report as of
which such actuarial present value of accumulated Plan benefits is determined.


 


Section
1.2 UCC Terms. Terms defined in the UCC (such as, but not limited to, accounts, chattel paper, commercial tort
claims, contract rights, deposit account, documents, electronic chattel paper, equipment, financial assets, fixtures, general
intangibles, goods, instruments, investment property, inventory, proceeds, security, security certificates and tangible
chattel paper), as and when used (without being capitalized) in this Agreement or the Loan Documents, shall have the meanings
given to such terms in the UCC.


 


Section
1.3 Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall
be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements
and certificates and reports as to financial matters required to be furnished to Lender hereunder shall be prepared, in
accordance with GAAP, applied on a basis consistent with the reviewed financial statements of Borrower referenced in Section
5.1(1).


 


Section 1.4 Interpretative
Provisions.


 


(a) The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b) Section,
Schedule and Exhibit references are to this Agreement unless otherwise specified.


 


(c) The
term “including” is not limiting and means “including without limitation.”


 


(d) In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”, and the word
“through” means “to and including.”


 


(e) Unless
otherwise expressly provided herein, (i) references to agreements (including this Agreement and the other Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications
thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms
of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory
provisions amending, replacing, supplementing or interpreting such statute or regulation.


 


(f) This
Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or
similar matters. All such limitations, tests and measurements are cumulative and each shall be performed in accordance with
its terms.


 






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ARTICLE II - REVOLVING CREDIT FACILITY


 


Section 2.1 Revolving
Loans. Subject to the terms and conditions of this Agreement, prior to the Facility Termination Date Lender shall make
revolving loans and advances to Borrower (each a “Revolving Loan” and collectively the “Revolving
Loans”) in an outstanding aggregate amount not to exceed at any time the lesser of (a) the Revolving Facility Limit and
(b) the Borrowing Base. Borrower may borrow, repay and reborrow the principal of the Revolving Loans in accordance with the
terms of this Agreement.


 


Section 2.2 Advances. A request
for a Revolving Loan shall be made, or shall be deemed to be made, in the following manner:


 


(a) Borrower
may request a Revolving Loan by notifying Lender (a “Notice of Borrowing”), before 10:00 a.m. Los Angeles, California,
time) on the proposed borrowing date, of Borrower’s intention to borrow and specifying the effective date and amount of the
requested advance. Any Notice of Borrowing may be made by telephone and confirmed in writing (including email or facsimile) with
each writing being in a form acceptable to Lender; provided that the failure to provide written confirmation shall not invalidate
any telephonic notice and, if such written confirmation differs in any respect from the action taken by Lender, the records of
Lender shall control absent manifest error.


 


(b) Borrower’s
failure to pay any amount required to be paid under any Loan Document or any Obligation shall be deemed, in Lender’s sole
and absolute discretion, to be a request for a Revolving Loan on the due date in the amount required to pay such amount, and such
request shall be irrevocable. Lender shall not have any obligation to Borrower to honor any deemed request for an advance but may
do so in its sole and absolute discretion and without regard to the existence of, and without being deemed to have waived, any
Default or Event of Default.


 


Section 2.3 Repayment of the
Revolving Loans. The Revolving Loans shall be repaid as follows: (a) unless accelerated in accordance with the terms
hereof, the outstanding principal amount of, and all accrued and unpaid interest on, the Revolving Loans are due and payable,
without demand, on the Maturity Date; (b) if any such payment due date is not a Business Day, then such payment may be made
on the next succeeding Business Day and such extension of time shall be included in the computation of the amount of interest
and fees due hereunder. If at any time the principal of, and interest upon, any portion of the Revolving Loans exceed the
lesser of (i) the Revolving Facility Limit or (ii) the Borrowing Base, Borrower shall immediately repay the Revolving Loans
in the amount to eliminate such excess; and (c) Borrower hereby instructs Lender to repay the Revolving Loans on any day
in an amount equal to the amount received by Lender on such day pursuant to Section 6.2.


 


Section 2.4 Disbursement of Revolving
Loans. Borrower hereby irrevocably authorizes Lender to disburse the proceeds of the Revolving Loans requested, or deemed to
be requested, pursuant to this Article II as follows: (i) each advance requested under Section 2.2(i) shall be disbursed
by Lender in lawful money of the United States of America in immediately available funds, (a) in the case of the initial advance
under the Revolving Loan, in accordance with the written instructions from Borrower to Lender, and (b) in the case of each subsequent
advance, to a deposit account owned by Borrower and designated in writing by Borrower to Lender; and (ii) the proceeds of each
advance requested under Section 2.2(ii) shall be distributed by Lender by way of direct payment of the relevant Obligation.


 






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Section 2.5 Deemed Requests for Revolving
Loans to Pay Required Payments. All payments of principal, interest, fees and other amount payable hereunder, including all
reimbursements for expenses pursuant to Section 11.2, may be paid from the proceeds of Revolving Loans, whether made pursuant to
a request by Borrower or a deemed request as provided herein. Borrower hereby irrevocably authorizes Lender to make any Revolving
Loan for the purpose of paying principal, interest, fees and other amounts payable under the Loan Documents, including reimbursing
costs or expenses for which Borrower is obligated under the Loan Documents, whether or not any condition precedent specified by
Article IV has been satisfied, and agrees that all Revolving Loans so made shall be deemed to have been requested by Borrower pursuant
to this Agreement.


 


Section 2.6 Capex Loans. Subject
to the terms of this Agreement, including, without limitation, Article IV, upon the request of Borrower, Lender shall make
advances to Borrower (each a “Capex Loan” and collectively the “Capex Loans”) in an
aggregate principal amount not to exceed $500,000 to purchase new equipment and Borrower hereby agrees to repay to Lender the
Capex Loans, together with interest thereon, in the manner provided below.


 


(a) Each Capex Loan shall be in an
amount of not less than $50,000. Amounts advanced may not be readvanced hereunder.


 


(b) Each
Capex Loan shall not exceed 80% of the net purchase price of the new equipment deemed acceptable to Lender in its sole and absolute
discretion, excluding charges for taxes, transportation, installation and other similar “soft costs” as determined
by Lender in its sole and absolute discretion.


 


(c) Borrower
may request a Capex Loan to reimburse Borrower for the aggregate amount of new equipment purchased up to 30 days prior to the request
for such Capex Loan as follows:


 


(A) Borrower
may, prior to purchasing the new equipment, deliver to Lender a purchase order (or such other information as Lender may reasonably
request) and the terms of such purchase shall be acceptable to Lender and upon receipt of such information, Lender will provide
Borrower with an estimate of the “hard cost” of such equipment (i.e. the cost of such equipment net of all “soft
costs”).


 


(B) After
purchasing the new equipment, Borrower shall deliver to Lender:


 


(1) a
Compliance Certificate covering the most recent completed fiscal period, demonstrating that no Default or Event of Default has
occurred or would result from the making of such Capex Loan (after giving effect to any interest payments which will become due
and any increase in indebtedness);


 


(2) a
copy of the applicable bills of sale (and such other information as Lender may request) establishing to Lender ‘s reasonable
satisfaction that Borrower is the owner of the equipment free and clear of liens; and


 


(C) After
Lender has received the information set forth in clause (c)(B), Lender will disburse the Capex Loan to Borrower.


 


(d) Borrower
shall pay interest on each Capex Loan at the applicable Contract Rate in accordance with Section 3.1 and shall make monthly payments
of principal based upon a five year straight-line amortization commencing on the first day of the first month following the funding
of each requested Capex Loan, and continuing on the first day of each month thereafter, provided that any remaining unpaid principal
balance of all Capex Loans and any accrued interest thereon shall be due and payable on the Facility Termination Date.


 






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ARTICLE III - GENERAL LOAN PROVISIONS;
FEES AND EXPENSES


 


Section 3.1 Interest.


 


(a) Loans.
Borrower shall pay interest on the unpaid principal amount of the outstanding Obligations at a rate per annum equal to the lesser
of (i) the Maximum Rate and (ii) the Contract Rate applicable to such Obligations, and such interest shall be, payable monthly
in arrears on the first day of each calendar month and on the Facility Termination Date.


 


(b) Default
Rate. From and after the occurrence of an Event of Default, the unpaid principal amount of all Obligations shall, at the option
of Lender, bear interest until paid in full (or, if earlier, until such Event of Default is cured or waived in writing by Lender)
at a rate per annum equal to the lesser of (i) the Maximum Rate and (ii) the Default Rate, payable on demand.


 


(c) Computation
of Interest. The interest rates provided for in Sections 3.1(a) and (b) shall be computed on the basis of a year
of 360 days and the actual number of days elapsed; provided, however, any calculation of the Maximum Rate shall be computed on
the basis of the actual days elapsed in a year of 365 or 366 days, as appropriate.


 


Section 3.2 Fees and Expenses.


 


(a) Unused
Line Fee. Borrower agrees to pay to Lender an unused line fee for the period from the date hereof through the Facility Termination
Date of one half of one percent (0.50%) per annum on the average daily unborrowed amount of the Revolving Facility Limit during
such period. Such unused line fee shall be payable monthly in arrears on the first day of the next calendar month until the Facility
Termination Date and on the Facility Termination Date (pro-rated for any period of less than one calendar month). Such fee shall
be computed on the basis of a 360-day year for the actual number of days elapsed. The parties hereto agree that such unused line
fee constitutes reasonable consideration for Lender’s taking of appropriate actions to be able to make available to Borrower
the amount of the Revolving Facility Limit for such period.


 


(b) Minimum
Usage Fee. Until the Loans have been paid in full and this Agreement is terminated, Borrower agrees to pay to Lender, on the
first day of each calendar month and on the Termination Date, a minimum usage fee in an amount equal to the difference between:
(i) the calculated monthly interest accruing for Revolving Loans had the average daily outstanding amount of such Revolving Loans
during the immediately preceding month (or shorter period if calculated on the Termination Date or first monthly measurement date)
been equal to $2,000,000; and (ii) the sum of the actual monthly interest accrued for Revolving Loans for the immediately preceding
month (or shorter period if calculated on the Termination Date or first monthly measurement date). Such fee shall be computed on
the basis of a 360-day year for the actual number of days elapsed. All payments on the Revolving Loans received by Lender shall
be deemed to be credited to such Revolving Loans immediately upon receipt for purposes of calculating the amount payable hereunder.


 


(c) Annual
Fee. In consideration for Lender’s agreement to make the Loan in accordance with the terms of this Agreement, Borrower
shall pay to Lender an annual fee on the first anniversary of this Agreement and on each anniversary thereafter in the amount of
$10,000.


 






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(d) Origination
Fee. In consideration for Lender’s agreement to make the Loans in accordance with the terms of this Agreement and in
order to compensate Lender in part for the costs associated with the Loans, Borrower shall pay to Lender on the date hereof an
origination fee in the amount of $45,000. Such origination fee is in addition to the expenses and other fees that Borrower has
agreed to pay elsewhere in this Agreement. Such origination fee shall in all respects be limited so that interest on the Obligations
is at all times less than interest calculated at the Maximum Rate.


 


(e) Early
Termination Fees. The early termination fee shall be an amount equal to (i) three percent (3.00%) of the Facility Limit if
the termination occurs on or prior to the first anniversary of the date hereof, (ii) two percent (2.00%) of the Facility Limit
if the termination occurs after the first anniversary of the date hereof but on or prior the second anniversary of the date hereof;
and (iii) and one percent (1.00%) of the Facility Limit if the termination occurs any time after the second anniversary of the
date other than the Maturity Date.


 


(f) Float
Fee. Lender shall be entitled to charge Borrower for one (1) Business Day of “float” at the Contract Rate, or if
Lender so elects after an Event of Default has occurred, at the Default Rate, on all collections, checks, wire transfers, or other
items of payment that are received by Lender. This across-the-board float charge on all receipts is acknowledged by the parties
to constitute an integral aspect of the pricing of Lender’s facility to Borrower, and shall apply irrespective of the level
of Borrower’s Obligations to Lender.


 


(g) Expenses.
The expenses as set forth in Section 11.2.


 


Section 3.3 Manner
of Payment.


 


(a) Timing.
Each payment by Borrower on account of the Obligations payable to Lender by Borrower pursuant to this Agreement or the other Loan
Documents shall be made not later than 1:00 p.m. (Los Angeles, California, time) on the applicable due date (or if such day is
not a Business Day, the next succeeding Business Day, provided that interest shall continue to accrue until such payment is made).
All payments shall be made to Lender at Lender’s Office, in Dollars, in immediately available funds and shall be made without
any setoff, counterclaim or deduction whatsoever.


 


(b) Charging
Accounts. Borrower hereby irrevocably authorizes Lender and each Affiliate of Lender to charge any account of Borrower maintained
with Lender or such Affiliate with such amounts as may be necessary from time to time to pay any Obligations owed by Borrower which
are not paid when due.


 


Section 3.4 Termination
of Agreement or Facility.


 


(a) Required
Payments of Loans. On the Facility Termination Date, Borrower shall pay to Lender (i) the outstanding principal of, and accrued
and unpaid interest on, the Loans on such date, (ii) all fees accrued and unpaid, (iii) any amounts payable to Lender pursuant
to the other provisions of this Agreement or any other Loan Document, and (iv) any and all other Obligations then outstanding.


 


(b) Early
Termination. If (i) Borrower terminates this Agreement prior to the Maturity Date for any reason whatsoever or (ii) Lender’s
commitment to make Loans hereunder terminates (whether automatically under Section 10.2(a) or by action of Lender pursuant to
Section 10.2(b), Borrower acknowledges that such termination would result in the loss to Lender of the benefits of this Agreement
and, as a result thereof, Borrower shall pay to Lender an early termination fee in the amount provided in Section 3.2(e).


 






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Section 3.5 Evidence of
Debt.


 


(a) At
the request of Lender, the Loans shall be further evidenced by one or more promissory notes.


 


(b) Lender
shall maintain accounts in which it will record (i) the amount of each Loan extended hereunder, (ii) the amount of any principal
or interest due and payable or to become due and payable from Borrower to Lender hereunder, and (iii) the amount of any payment
received by Lender hereunder from Borrower.


 


(c) The
entries in the accounts maintained pursuant to subsection (b) above shall be prima facie evidence of the existence and amounts
of the Obligations therein recorded, provided, however, that the failure of Lender to maintain such accounts or any error therein
shall not in any manner affect the obligation of Borrower to repay the Obligations in accordance with their terms.


 


Section 3.6 Changes in Capital Adequacy
Regulations. If Lender reasonably determines that the amount of capital required or expected to be maintained by Lender or
any corporation controlling Lender is increased as a result of a Change in Law, then, within 15 days of demand for payment by Lender
to Borrower, Borrower shall pay Lender the amount necessary to compensate for any shortfall in the rate of return on the portion
of such increased capital which Lender determines is attributable to this Agreement and any facility hereunder.


 


Section 3.7 Lender Statements; Survival
of Indemnity. Lender shall deliver a written statement to Borrower as to the amount due, if any, under Section 3.6.
Such written statement shall set forth in reasonable detail the calculations upon which Lender determined such amount and shall
be final, conclusive and binding on Borrower in the absence of manifest error. Unless otherwise provided herein, the amount specified
in the written statement of Lender shall be payable on demand after receipt by Borrower of such written statement. The obligations
of Borrower under Section 3.6 shall survive payment of the Obligations and termination of this Agreement.


 


Section 3.8 Maximum Interest; Controlling
Limitation.


 


(a) Lender
and Borrower each acknowledges, agrees, and declares that it is its intention to expressly comply with all Applicable Law in respect
of limitations on the amount or rate of interest that can legally be contracted for, charged or received under or in connection
with the Loan Documents. Notwithstanding anything to the contrary contained in any Loan Document (even if any such provision expressly
declares that it controls all other provisions of the Loan Documents), in no contingency or event whatsoever shall the amount of
interest (including the aggregate of all charges, fees, benefits, or other compensation which constitutes interest under any Applicable
Law) under the Loan Documents paid by Borrower, received by Lender or agreed to be paid by Borrower, or requested or demanded to
be paid by Lender exceed the Maximum Rate, and all provisions of the Loan Documents in respect of the contracting for, charging,
or receiving compensation for the use, forbearance, or detention of money shall be limited as provided by this Section. To the
extent permitted by Applicable Law, all interest paid, or agreed to be paid, by Borrower, or taken, reserved, or received by Lender
shall be amortized, prorated, spread, and allocated in respect of the Obligations throughout the full term of this Agreement. Notwithstanding
any provision contained in any of the Loan Documents, or in any other related documents executed pursuant hereto, Lender shall
never be entitled to charge, receive, take, reserve, collect, or apply as interest any amount which, together with all other interest
under the Loan Documents would result in a rate of interest under the Loan Documents in excess of the Maximum Rate and, in the
event Lender ever charges, receives, takes, reserves, collects, or applies any amount in respect of Borrower that otherwise would,
together with all other interest under the Loan Documents, be in excess of the Maximum Rate, such amount shall automatically be
deemed to be applied in reduction of the unpaid principal balance of the Obligations other than interest and, if the principal
balance thereof is paid in full, any remaining excess shall forthwith be refunded to Borrower. Subject to the foregoing, Borrower
hereby agrees that the actual effective rate of interest from time to time existing under the Loan Documents, including all amounts
agreed to by Borrower pursuant to and in accordance with the Loan Documents which may be deemed to be interest under any Applicable
Law, shall be deemed to be a rate which is agreed to and stipulated by Borrower and Lender in accordance with Applicable Law.


 






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(b) To
the maximum extent permitted under any Applicable Law, Borrower and Lender shall (i) characterize any non-principal payment as
a standby fee, commitment fee, prepayment charge, delinquency charge, expense, or reimbursement for a third-party expense rather
than as interest and (ii) exclude prepayments, acceleration, and the effect thereof.


 


(c) Subject
to Section 3.8(a), after any period during which the limitations prescribed by Section 3.8(a) have limited the applicable
rate of interest on the Obligations to the Maximum Rate when, absent such limitations, such applicable rate would have exceeded
the Maximum Rate, then, thereafter, the rate of interest applicable to the Obligations shall instead be deemed to be, and shall
remain at, the Maximum Rate (notwithstanding any other provision of this Agreement other than Section 3.8(a)), until such
time as the amount of interest paid hereunder equals the amount of interest that would have been lawfully contracted, charged
or received in the absence of the limitation prescribed by Section 3.8(a).


 


ARTICLE IV - CONDITIONS PRECEDENT


 


Section 4.1 Conditions Precedent.
Lender shall not be obligated to make any Loan or advance hereunder (including the first) until (i) it shall have received the
following documents and items, each duly executed and delivered in form and substance satisfactory to Lender, in its sole and absolute
discretion, and (ii) the following requirements have been fulfilled to the satisfaction of Lender, in its sole and absolute discretion.


 


(a) this
Agreement and promissory note evidencing the Loan;


 


(b) a
completed collateral questionnaire and authorization to file financing statements prior to the Closing Date;


 


(c) a
certificate executed by the President and the Secretary of Borrower certifying (i) the names and signatures of the officers of
such Person authorized to execute Loan Documents, (ii) the resolutions duly adopted by the Board of Directors (or equivalent governing
body) of Borrower authorizing the execution of this Agreement and the other Loan Documents, as appropriate, (iii) the correctness
and completeness of the copy of the bylaws (or equivalent governing document) of such Person attached thereto and (iv) the correctness
and completeness of the copy of the certificate of incorporation (or equivalent governing document) of such Person attached thereto;


 


(d) a
good standing certificates for Borrower, issued by the Secretary of State or other appropriate official of Borrower’s jurisdiction
of organization and each jurisdiction where Borrower’s conduct of business or ownership of property necessitates qualification;


 






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(e) a
payoff letter and lien release with respect to the Debt to be Repaid (provided, that such payoff letter and lien release shall
provide for, among other things, the (x) total satisfaction of the Debt to be Repaid, (y) the discharge of all Liens and guarantees
securing the Debt to be Repaid and (z) the release of any and all claims the holder of the Debt to be Repaid may have against Borrower
or any guarantee;


 


(f) a
guaranty executed by each Guarantor;


 


(g) an
intellectual property security agreement;


 


(h) a
judicial reference agreement executed by Borrower, each Guarantor and each subordinated creditor;


 


(i) endorsements
naming Lender as an additional insured and lender loss payee on all property insurance and all liability insurance policies of
Borrower, as applicable;


 


(j) establishment
of a one or more Collection Accounts for receipts of proceeds of Collateral;


 


(k) pre-funding
verifications of accounts;


 


(1) satisfactory background checks
with respect to all officers and directors of the Borrower;


 


(m) a
Borrowing Base Certificate executed by Borrower making a request for a Loan, prepared as of a date acceptable to Lender;


 


(n) evidence
satisfactory to Lender that after giving effect to (w) the first advance of the Loan, (x) the repayment in full of the Debt to
be Repaid, (y) the payment of all fees and expenses incurred by Borrower in connection with the Loan, and (z) the Reserve established
by Lender, Borrower shall have Availability of at least $1,000,000, plus an amount sufficient so that no trade payables or taxes
are overdue (provided, that for purposes of this clause, trade payables shall be deemed overdue if payment has not been made by
Borrower thereon within 60 days of invoice date), and plus an amount sufficient to pay all book overdrafts;


 


(o) a
subordination agreement with respect to any Debt proposed by Borrower as Subordinated Debt and a copy of the instrument evidencing
any such debt, in each case duly executed by the applicable parties, including, without limitation the Debt of Seaview AGI Partners,
LLC, Galletti SMF Holdings, LLC and the lessor of the Italian operations of Borrower’s Affiliate;


 


(p) completion
of a satisfactory field examination of Borrower, its Collateral and books and records;


 


(q) completion
of a satisfactory review of Borrower’s licenses by counsel to Lender;


 


(r) a
valid landlord’s or warehouseman’s waiver with respect to each location where Collateral and/or books and records of
Borrower are located;


 


(s) company
prepared consolidated and consolidating balance sheet of Borrower as of December 31, 2016, and the related statements of profit
and loss and cash flows for the monthly period then ended;


 






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(t) such
other documents, certificates, opinions, and information that Lender may require; and


 


(u) approval
of the transaction contemplated hereby by the credit committee of Lender.


 


Section 4.2 Conditions to Subsequent
Advances. The obligation of Lender to make any advance subsequent to the initial advance is subject to the following conditions
precedent:


 


(a) Conditions
to First Advance. All of the conditions precedent set forth in Section 4.1 have been satisfied.


 


(b) Borrowing
Base Certificate. Lender shall have received from Borrower a Borrowing Base Certificate executed by Borrower prepared as of
a date not more than 5 Business Days prior to the date of the requested advance.


 


(c) Representations
and Warranties. The representations and warranties contained in each of the Loan Documents shall (i) with respect to representations
and warranties that contain a materiality qualification, be true and correct with the same force and effect as though made on and
as of the date of such advance (except for representations and warranties that expressly relate to an earlier date, in which case
such representations and warranties shall be true and correct in all respects as of such earlier date) and (ii) with respect to
representations and warranties that do not contain a materiality qualification, true in all material respects with the same force
and effect as though made on and as of the date of such advance (except for representations and warranties that expressly relate
to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of
such earlier date).


 


(d) Defaults
and Events of Default. No Default or Event of Default shall have occurred and be continuing.


 


(e) Adverse
Change. No Material Adverse Change (or event or condition that could reasonably be expected to cause or have a Material Adverse
Change) has occurred since the date of the Financial Statements.


 


(f) Legal
Restriction. Such advance or financial accommodation shall not be prohibited
by any law or regulation or any order of any court or governmental agency or authority.


 


(g) No
Repudiation. Neither Borrower nor any Obligor shall have repudiated or made any anticipatory breach or repudiation of any of
its obligations under any Loan Document.


 


ARTICLE V - REPRESENTATIONS AND WARRANTIES
OF BORROWER


 


Section 5.1 Representations and Warranties.
As of the Closing Date and the date of each advance under the Loan, Borrower represents and warrants to Lender as follows:


 


(a) Organization;
Power; Qualification. Borrower is the type of entity identified on Schedule 5.1(a), duly organized, validly
existing and in good standing under the laws of state identified on Schedule 5.1(a) and is qualified to do business
in each state in which the nature of its properties or its activities requires such qualification, except to the extent the failure
to be so qualified could reasonably be expected to have a Material Adverse Change. The jurisdictions in which Borrower is qualified
to do business as a foreign entity are listed on Schedule 5.1(a).


 






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Borrower’s federal employer identification
number and its organizational number with the Secretary of State of the state of its organization (if issued) are as set forth
on Schedule 5.1(a).


 


(b) Authorization;
Enforceability. Borrower has the power and authority to, and is duly authorized to, execute and deliver the Loan Documents
to be executed by Borrower. Each of the Loan Documents to which Borrower is a party, constitutes the legal, valid and binding obligations
of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application
relating to the enforcement of creditors’ rights generally.


 


(c) Subsidiaries,
Parents and Affiliates; Ownership. Except as shown on Schedule 5.1(c), Borrower does not have any subsidiaries,
parents or other Affiliates. The outstanding Equity Interests of Borrower has been duly and validly issued and are fully paid
and nonassessable (to the extent applicable), and the number and owners of such Equity Interests are set forth on Schedule
5.1(c).


 


(d) Conflicts.
Neither the execution and delivery of the Loan Documents, nor consummation of any of the transactions therein contemplated nor
compliance with the terms and provisions thereof, will contravene any provision of law or any judgment, decree, license, order
or permit applicable to Borrower or will conflict with, or will result in any breach of, any agreement to which Borrower is a
party or by which Borrower may be bound or subject, or violate any provision of the organizational documents of Borrower.


 


(e) Consents and
Governmental Approvals. No governmental approval nor any consent or approval of any third Person (other than those which have
been obtained prior to the date hereof) is required in connection with the execution, delivery and performance by Borrower of
the Loan Documents. Borrower is in compliance with all applicable governmental approvals and permits.


 


(f) Loans. Borrower
has not made any loans or advances to any Affiliate or other Person except for advances authorized hereunder for routine expense
allowances in the ordinary course of business and the Permitted Affiliate Loan.


 


(g) Business.
Borrower is engaged principally in the business of the manufacture of frozen food items.


 


(h) Title; Liens.
Except for Permitted Liens, all of the properties and assets of Borrower are free and clear of all Liens, and Borrower has good
and marketable title to such properties and assets. Each Lien granted, or intended to be granted, to Lender pursuant to the Loan
Documents is a valid, enforceable, perfected, first priority Lien and security interest.


 


(i) Debt and Contingent
Liabilities. As of the Closing Date, set forth on Schedule 5.1(i) is a complete and correct listing of all of
Borrower’s (i) Borrowed Debt, and (ii) Contingent Liabilities.


 


(j) Suits, Actions,
Etc. Except as disclosed on Schedule 5.1(j), no litigation, arbitration, governmental investigation, proceeding
or inquiry is pending or, to the knowledge of Borrower, threatened against Borrower or that could affect any of the Collateral.
No such litigation, arbitration, governmental investigation, proceeding or inquiry could reasonably be expected to result in a
Material Adverse Change.


 




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(k) Tax Returns
and Payments. All tax returns required to be filed by Borrower in any jurisdiction have been filed and all taxes (including
property taxes) have been paid prior to the time that such taxes could give rise to a lien therefor.


 


(1) Financial Condition.
Borrower has delivered to Lender copies of the Financial Statements. The Financial Statements fairly present the financial condition
of Borrower as of their respective dates and have been prepared in accordance with GAAP (except, with respect to the company prepared
statements, for the presentation of footnotes and for applicable normal year-end adjustments). There is no Debt of Borrower which
is not reflected in the Financial Statements, and no event or circumstance has occurred since the date of the Financial Statements
which has had or could have or result in a Material Adverse Change.


 


(m) ERISA. Neither
Borrower nor any Related Company maintains or contributes to any Benefit Plan other than those listed on Schedule 5.1(m).
Further, (i) no Reportable Event (as defined in ERISA) has occurred and is continuing with respect to any Benefit Plan, and (ii)
the PBGC has not instituted proceedings to terminate any Benefit Plan. Borrower and each Related Company has satisfied the minimum
funding standards under ERISA with respect to its Benefit Plans and is in compliance in all material respects with the presently
applicable provisions of ERISA and the Code, and has not incurred any liability to the PBGC or a Benefit Plan under Title IV of
ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.


 


(n) Defaults.
No Default or Event of Default has occurred and is continuing.


 


(o) Borrowing Base
Reports. All accounts and inventory included in any Borrowing Base Certificate constitute Eligible Accounts or Eligible Inventory,
as appropriate, except as disclosed in such Borrowing Base Certificate.


 


(p) Locations of
Inventory and Equipment. Set forth on Schedule 5.1(p) are (i) the location and address where all inventory and
equipment of Borrower is located, except for inventory that is in transit to such location, and (ii) if the facility is leased
or is a third party warehouse, processor location, the name of the landlord or such third party warehouseman or processor.


 


(q) Place of Business.
The place of business of Borrower (or if Borrower has more than one place of business, its chief executive office) is at the address
or addresses set forth on Schedule 5.1(q) and the books and records relating to the accounts of Borrower are located
at the address or addresses set forth on Schedule 5.1(q).


 


(r) Corporate and
Fictitious Names; Trade Names. Except as disclosed on Schedule 5.1(r), Borrower has not, during the preceding five (5)
years, (i) been known as or used any other corporate, fictitious or trade names, (ii) been the surviving corporation of a merger
or consolidation, or (iii) acquired all or substantially all of the assets of any Person.


 


(s) Intellectual
Property. Schedule 5.1(s) lists all Intellectual Property owned by Borrower. Borrower owns or possesses all Intellectual
Property required to conduct its business as now and presently planned to be conducted without, to its knowledge, any material
conflict with the rights of others.


 


(t) Payroll Taxes.
Borrower has made all payroll tax deposits for all of its employees on or before the date when due.


 




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(u) Solvency.
Borrower is Solvent. No transfer of property is being made by Borrower and no obligation is being incurred by Borrower in connection
with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay or defraud either
present or future creditors of Borrower.


 


(v) Permits and
Licenses. Borrower has obtained and maintains all permits and licenses necessary for Borrower to conduct its business. To the
extent such permits and licenses must be held by individuals, all employees of Borrower required to obtain and maintain permits
and licenses necessary for them to conduct Borrower’s business have been obtained and are maintained and current.


 


(w) Deposit Accounts.
Except as may be designated to Lender by Borrower in writing after the Closing Date and approved by Lender in writing, each deposit
account of Borrower is listed in Schedule 5.1(w).


 


(x) Compliance with
Laws. Borrower and its Subsidiaries each is in compliance, in all material respects, with Applicable Law.


 


(y) Material
Agreements. Schedule 5.1(y) sets forth all material agreements to which Borrower is a party or is otherwise
bound, true, correct and complete copies of which have been delivered to Lender. Schedule 5.1(y) further
identifies, as of the Closing Date, each such material agreement that
requires consent to the granting of a Lien in favor of Lender on the rights of Borrower thereunder. Borrower is not in
default under or with respect to any such material agreement that gives rise to a right of termination by the non-defaulting
party and could reasonably be expected to have a Material Adverse Effect.


 


(z) Non-Regulated
Entities. Neither Borrower nor any Affiliate of Borrower is an “Investment Company” within the meaning of the Investment
Company Act of 1940. Borrower is not subject to regulation under the Federal Power Act, any state public utilities code or law,
or any other federal or state statute or regulation limiting its ability to incur Debt.


 


(aa) Investment
Banking or Finder’s Fees. Borrower has not agreed to pay or is otherwise obligated to pay or reimburse any Person with
respect to any investment banking or similar or related fee, underwriter’s fee, finder’s fee or broker’s fee
in connection with this Agreement.


 


(bb) Producer Payables.
Borrower has no past-due Producer Payables.


 


(cc) Sanctions,
Anti-Corruption and Anti-Money Laundering Laws. Borrower is not: (a) a Sanctioned Person; (b) controlled by or acting on behalf
of a Sanctioned Person; (c) under investigation for an alleged breach of Sanction(s) by a governmental authority that enforces
Sanctions. Borrower: (a) is in compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws; (b) is not, and has not
been, under administrative, civil or criminal investigation; and (c) has not received notice from or made a voluntary disclosure
to any governmental entity regarding a possible violation of any Anti-Corruption Laws or Anti-Money Laundering Laws. The provisions
in this Section shall prevail and control over any contrary provisions in this Agreement or in any related documents.


 


(dd) Full Disclosure.
None of the representations or warranties made by Borrower in the Loan Documents and none of the statements contained in any Schedule
or any report, statement or certificate furnished to Lender by or on behalf of Borrower in connection with the Loan Documents contains
any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.


 




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Section 5.2 Survival
of Representations. All representations and warranties by Borrower herein shall be deemed to have been made on the date hereof
and the date of each subsequent advance or Loan.


 


ARTICLE VI - SECURITY INTEREST AND COLLATERAL
COVENANTS


 


Section 6.1 Security
Interest. To secure the payment and performance of the Obligations, Borrower hereby mortgages, pledges and assigns to Lender
for itself, and as agent for its Affiliates, all of the Collateral and grants to Lender for itself, and as agent for its Affiliates,
a security interest and Lien in and upon all of the Collateral. Borrower shall, at Lender’s request, at any time and from
time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments
(and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other
acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable, in its sole
discretion, in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of
Lender (free and clear of all other Liens except for Permitted Liens) to secure payment of the Obligations, and in order to facilitate
the collection of the Collateral.


 


Section 6.2 Collection
of Accounts.


 


(a) If Borrower
or any Affiliate receives any monies, checks, notes, drafts, and other payments relating to or constituting proceeds of accounts
or of any other Collateral, Borrower shall immediately (but in any event within 3 Business Days) deposit such items in kind in
the Collection Account fully-endorsed. Borrower shall advise each Account Debtor that remits amounts payable on the accounts or
any other Person that remits amounts to Borrower in respect of any of the Collateral by wire transfer or ACH to make such remittances
directly to the Collection Account.


 


(b) Borrower
shall establish a Collection Account and shall cause all moneys, checks, notes, drafts and other payments relating to or constituting
proceeds of accounts, or of any other Collateral, to be deposited in the Collection Account.


 


(c) Any payments
which are received by Borrower or any Affiliate (including any payment evidenced by a promissory note or other instrument) shall
be held in trust for Lender and shall be (i) deposited in the Collection Account, or (ii) delivered to Lender, as promptly as possible
in the exact form received, together with any necessary endorsements.


 


(d) Borrower
shall pay all customary fees, costs and expenses in connection with opening and maintaining any Collection Account.


 


Section 6.3 Verification
of Accounts. Lender shall have the right at any time at Borrower’s expense and in its own name, Borrower’s name,
or an assumed name to verify the validity, amount or any other matter relating to any accounts.


 


Section 6.4 Disputes,
Returns and Adjustments.


 


(a) Borrower
shall provide Lender with prompt written notice of amounts in excess of $50,000 that are in dispute between any Account Debtor
and Borrower.


 




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(b) Borrower
shall notify Lender promptly of all returns and credits in respect of any account, which notice shall specify the accounts affected
and be included in the Borrowing Base Certificate delivered to Lender in accordance with Section 8.3(d). Borrower shall
notify Lender promptly of any pending return or credit in excess of $50,000, and shall specify the account affected, the related
Account Debtor and the goods to be returned.


 


Section 6.5 Invoices.
Upon request, Borrower shall deliver to Lender copies of customers’ invoices or the equivalent, original shipping and delivery
receipts or other proof of delivery, customers’ statements, the original copy of all documents, including, without limitation,
repayment histories and present status reports, relating to accounts and such other documents and information relating to the accounts
as Lender shall specify.


 


Section 6.6 Ownership;
Defense of Title.


 


(a) Borrower
shall defend its title in and to the Collateral and shall defend the security interest of Lender in the Collateral against the
claims and demands of all Persons.


 


(b) Borrower
shall (i) protect and preserve all properties material to its business, including Intellectual Property, and maintain all tangible
property in good and workable condition in all material respects, with reasonable allowance for wear and tear, and (ii) from time
to time make or cause to be made all needed and appropriate repairs, renewals, replacements, and additions to such properties necessary
for the conduct of its business.


 


Section 6.7 Locations;
Organizational Information; Inventory. Borrower shall not change the location of its place of business (or, if it has more
than one place of business, its chief executive office) or the place where it keeps its books and records relating to the Collateral
or change its name, identity, corporate structure or jurisdiction of organization without giving Lender at least 30 days’
prior written notice thereof. All inventory, other than inventory in transit to any such location, shall at all times be kept by
Borrower at one or more of the locations set forth in Schedule 5.1(p). Borrower shall use its best efforts to ensure that
all Inventory that is produced in the United States will be produced in compliance with the Fair Labor Standards Act, as amended.


 


Section 6.8 Records Relating to Collateral.


 


(a) Borrower shall
at all times keep and maintain (i) complete and accurate records of inventory on a basis consistent with past practices of Borrower,
itemizing and describing the kind, type and quantity of inventory and Borrower’s cost therefor and a current price list for
such inventory, (ii) complete and accurate records of all other Collateral, (iii) a list of all customers of Borrower with names,
addresses and phone numbers, (iv) a list of all distributors for each product line included in Borrower’s inventory, (v)
a current customer open order report against current inventory, and (vi) a current list of all salesmen and employees of Borrower.
Databases containing the foregoing shall at all times be accessible and available to Lender, subject to the terms of Section
6.9.


 


(b) Borrower will conduct
a physical count of all inventory, wherever located, at least annually and make adjustments to its books and records to reflect
the findings of such count and such adjustments shall be immediately reported to Lender.


 




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Section 6.9 Inspection.
Lender (by any of its officers, employees, or agents) shall have the right at any time or times (with reasonable prior notice to
Borrower unless an Event of Default exists) to (a) visit the properties of Borrower, inspect the Collateral and the other assets
of Borrower and inspect and make extracts from the books and records of Borrower, all during customary business hours, (b) discuss
Borrower’s business, financial condition, results of operations and business prospects with Borrower’s (i) principal
officers, (ii) independent accountants and other professionals providing services to Borrower, and (iii) any other Person (except
that any such discussion with any third parties shall be conducted only in accordance with Lender’s standard operating procedures
relating to the maintenance of confidentiality of confidential information of Borrower), (c) conduct field examinations and otherwise
verify the amount, quantity, value, and condition of, or any other matter relating to, any of the Collateral and in this connection
review, audit and make extracts from all records and files related to any of the Collateral, and (d) access and copy the records,
lists, reports and data bases referred to in Section 6.8. Borrower will deliver to Lender upon request any instrument necessary
to authorize an independent accountant or other professional to have discussions of the type outlined above with Lender or for
Lender to obtain records from any service bureau maintaining records on behalf of Borrower.


 


Section 6.10 Maintenance.
Borrower shall maintain all equipment of Borrower in good and working order and condition, reasonable wear and tear excepted.


 


Section 6.11 Appraisals.
At any time when a Default or Event of Default exists, and also at such other times not more frequently than once a year as Lender
requests, Borrower shall, at its expense, provide Lender with appraisals, or updates of appraisals, of any Collateral, prepared
by an appraiser acceptable to Lender and on a basis satisfactory to Lender.


 


Section 6.12 Preservation
of Lender’s Rights. To the extent allowed by law, neither Lender nor any of its officers, directors, employees or agents
shall be liable or responsible in any way for the safekeeping of any Collateral or for any act or failure to act with respect to
the Collateral, or for any loss or damage thereto or any diminution in the value thereof, or for any act by any other Person. In
the case of any instruments and chattel paper included within the Collateral, Lender shall have no duty or obligation to preserve
rights against prior parties. The Obligations shall not be affected by any failure of Lender to take any steps to perfect its security
interests or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release Borrower from any
of the Obligations.


 


Section 6.13 Perfection
and Protection of Lender’s Security Interest. Borrower shall perform, at its expense, all actions requested by Lender
at any time to perfect, maintain, protect and enforce Lender’s security interest in the Collateral. Without limiting the
foregoing, unless Lender agrees otherwise in writing, (a) Borrower will deliver to Lender the originals of all instruments, documents
and chattel paper, duly endorsed or assigned to Lender without restriction, and all certificates of title covering any portion
of the Collateral for which certificates of title have been issued, together with executed applications for corrected certificates
of title and other such documentation as may be requested by Lender, and (b) Borrower shall deliver to Lender such executed documentation
as Lender may request in order to perfect its security interest in any letter of credit issued in favor of Borrower. If at any
time any Collateral is located on any leased premises not owned by Borrower, then Borrower shall, at the request of Lender, obtain
written landlord lien waivers or subordinations with respect to such Collateral, in form and substance satisfactory to Lender.
If any Collateral is at any time in the possession or control of any warehouseman, bailee, processor or any other Person other
than Borrower, then Borrower shall notify Lender thereof and shall, at the request of Lender, notify such Person (in form and substance
satisfactory to Lender) of Lender’s security interest in such Collateral and instruct such Person to hold all such Collateral
for Lender’s account subject to Lender’s instructions.


 




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Section 6.14 Power
of Attorney. Borrower hereby irrevocably appoints Lender as Borrower’s agent and attorney-in-fact to take any action
necessary to preserve and protect the Collateral and Lender’s interests under the Loan Documents or to sign and file any
document necessary to perfect Lender’s security interest in the Collateral. Without limiting the foregoing:


 


(i) Lender
shall have the right at any time to take any of the following action, in its own name or in the name of Borrower, whether or not
an Event of Default is in existence: (a) make written or verbal requests for verification of the validity, amount or any other
matter relating to any Collateral from any Person, (b) endorse Borrower’s name on checks, instruments or other evidences
of payment on Collateral, (c) sign and file, in Borrower’s name or in Lender’s name as secured party, any proof of
claim or other document in any bankruptcy proceedings of any Account Debtor or obligor on Collateral, (d) access, copy or utilize
any information recorded or contained in any computer or data processing equipment or system maintained by Borrower in respect
of the Collateral and (e) open mail addressed to Borrower and take possession of checks or other proceeds of Collateral for application
in accordance with this Agreement.


 


(ii) Lender
shall have the right at any time to take any of the following action, in its own name or in the name of Borrower, at any time when
any Event of Default is in existence: (a) notify any or all Persons which Lender believes may be Account Debtors or obligors on
Collateral to make payment directly to Lender, for the account of Borrower, (b) redirect the deposit and disposition of collections
and proceeds of Collateral; provided that such proceeds shall be applied to the Obligations as provided by this Agreement, (c)
settle, adjust, compromise or discharge Accounts or extend time of payment upon such terms as Lender may determine, (d) notify
post office authorities, in the name of Borrower or in the name of Lender, as secured party, to change the address for delivery
of Borrower’s mail to an address designated by Lender, (e) sign Borrower’s name on any invoice, bill of lading, warehouse
receipt or other document of title relating to any Collateral, and (f) clear Inventory through customs in Borrower’s name,
in Lender’s name as secured party or in the name of Lender’s designee, and to sign and deliver to customs officials
powers of attorney in Borrower’s name for such purpose.


 


The powers granted under this
Section are coupled with an interest and are irrevocable until all Obligations have been paid in full and all commitments of Lender
under this Agreement have been terminated. Costs and expenses incurred by Lender in connection with any of such actions by Lender,
including attorneys’ fees and out-of-pocket expenses, shall be reimbursed to Lender on demand.


 


ARTICLE VII - AFFIRMATIVE COVENANTS


 


So long as this Agreement
shall be in effect or any of the Obligations shall be outstanding, Borrower covenants and agrees as follows:


 


Section 7.1 Preservation
of Corporate Existence and Similar Matters. Borrower shall preserve and maintain its existence and legal form, and qualify
and remain qualified as a foreign entity qualified to do business in each jurisdiction in which the character of its properties
or the nature of its business requires such qualification, except to the extent the failure to be so qualified could reasonably
be expected to have a Material Adverse Change.


 


Section 7.2 Compliance
with Applicable Law. Borrower shall comply with all applicable laws.


 


Section 7.3 Conduct
of Business. Borrower shall engage only in substantially the same businesses conducted by Borrower on the date hereof.


 


Section 7.4 Payment
of Taxes and Claims. Borrower shall pay or discharge when due (a) all taxes, assessments and governmental charges imposed upon
it or its properties and (b) all lawful claims which, if unpaid, might become a Lien on any properties of Borrower, except that
this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim which is being contested
in good faith by appropriate proceedings and for which adequate reserves have been established on the appropriate books of Borrower
in accordance with GAAP.


 




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Section 7.5 Accounting
Methods and Financial Records. Borrower shall maintain a system of accounting, and keep such books, records and accounts (which
shall be true and complete), as may be required or as may be necessary to permit the preparation of financial statements in accordance
with GAAP consistently applied.


 


Section 7.6 Use
of Proceeds. Borrower shall (a) use the proceeds of the Loan for (i) the repayment of the Debt to be Repaid, (ii) to fund the
Permitted Affiliate Loan, (iii) working capital and general business purposes and (iv) to pay fees owed to Lender and costs and
expenses incurred in connection with the transactions contemplated hereby, and (b) not use any part of such proceeds to purchase
or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System) or for any other purpose which would violate Regulation U
or Regulation T or X of such Board of Governors or for any other purpose prohibited by law or by the terms and conditions of this
Agreement.


 


Section 7.7 Hazardous
Waste and Substances; Environmental Requirements. Borrower shall comply with all occupational health and safety laws and Environmental
Laws.


 


Section 7.8 Accuracy
of Information. All written information, reports, statements and other papers and data furnished to Lender shall be, at the
time the same is so furnished, complete and correct in all material respects.


 


Section 7.9 Revisions
or Updates to Schedules. Should any of the information or disclosures provided on any of the Schedules attached hereto become
outdated or incorrect in any material respect, Borrower shall provide promptly to Lender such revisions or updates to such Schedule(s)
as may be necessary or appropriate to update or correct and update such Schedule(s). Notwithstanding the foregoing, the delivery
to Lender of a revised or updated schedule shall not constitute a waiver of, or consent to, any Default or Event of Default arising
as a result of any erroneous or incorrect information provided in any Schedule previously delivered to Lender.


 


Section 7.10 ERISA.
Borrower shall provide to Lender, as soon as possible and in any event within 30 days after the date that (a) any Termination
Event with respect to a Benefit Plan has occurred or will occur, (b) the aggregate present value of the Unfunded Vested Liabilities
under all Benefit Plans has increased to an amount in excess of $0, or (c) Borrower is in “default” (as defined in
Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan required by reason of its complete or partial withdrawal
(as described in Section 4203 or 4205 of ERISA) from such Multiemployer Plan, a certificate of the president or the chief financial
officer of Borrower setting forth the details of such of the events described in clauses (a) through (c) as applicable
and the action which is proposed to be taken with respect thereto and, simultaneously with the filing thereof, copies of any notice
or filing which may be required by the PBGC or other agency of the United States government with respect to such of the events
described in clauses (a) through (c) as applicable.


 




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Section 7.11 Insurance.
Borrower shall keep or cause to be kept adequately insured by financially sound and reputable insurers all of its property usually
insured by Persons engaged in the same or similar businesses. Without limiting the foregoing, Borrower shall insure the Collateral
of Borrower against loss or damage by fire, theft, burglary, pilferage, loss in transit, business interruption, product recall,
and such other hazards as usual and customary in Borrower’s industry or as Lender may specify in amounts and under policies
by insurers acceptable to Lender, and all premiums thereon shall be paid by Borrower and copies of the policies delivered to Lender.
If Borrower fails to do so, Lender may procure such insurance and charge the cost to Borrower’s account. Each policy of insurance
covering the Collateral shall provide that at least 30 days prior written notice of cancellation or notice of lapse must be given
to Lender by the insurer (or at least 10 days if the reason for cancellation is for non-payment of premium). All insurance policies
required under this Section shall name Lender as an additional named insured and as a lender loss payee, as applicable. Any proceeds
of insurance referred to in this Section which are paid to Lender shall be, at the option of Lender in its sole and absolute discretion,
either (i) applied to rebuild, restore or replace the damaged or destroyed property, or (ii) applied to the payment or prepayment
of the Obligations.


 


Section 7.12 Payroll
Taxes. Borrower shall at all times make all payroll tax deposits (with such deposits being paid to a payroll company, to the
applicable taxing authority or to a segregated account) for all of its employees on or before the date when due.


 


Section 7.13 Notice
of Certain Matters. Borrower shall provide to Lender prompt notice of (a) the commencement, to the extent Borrower is aware
of the same, of all actions and proceedings in any court against Borrower or any of the Collateral, (b) any amendment of any of
the organizational documents of Borrower, including but not limited to certificate of incorporation or bylaws, (c) any change in
the business, financial condition, results of operations or business prospects of Borrower and any change in the executive officers
of Borrower, (d) any (i) Default or Event of Default, or (ii) event that would constitute a default or event of default by Borrower
under any material agreement (other than this Agreement) to which Borrower is a party, (e) the initiation of any litigation, arbitration,
governmental investigation or other action or proceeding, and (f) the occurrence of any event causing any account or inventory
identified by Borrower to Lender as an Eligible Account of Eligible Inventory to become ineligible for any reason.


 


Section 7.14 Deposit
Accounts. Borrower shall cause Lender to at all times have control (as defined by Section 9.104 of the UCC) with respect to
each deposit account of Borrower other than any deposit account solely maintained for paying payroll and related withholding taxes.


 


Section 7.15 Producer
Payables. Borrower shall pay all Producer Payables within 10 days after such accounts payable are invoiced.


 


ARTICLE VIII - FINANCIAL AND COLLATERAL
REPORTING


 


So long as this Agreement
shall be in effect or any of the Obligations shall be outstanding, Borrower covenants and agrees as follows:


 


Section 8.1 Financial
Statements.


 


(a) Reviewed
Year-End Statements. As soon as available, but in any event within 120 days after the end of each fiscal year of Borrower,
Borrower shall furnish to Lender copies of the reviewed consolidated and consolidating balance sheet of Borrower and its subsidiaries
as of the end of such fiscal year and the related reviewed consolidated and consolidating statements of income, shareholders’
equity and cash flow for such fiscal year, in each case setting forth in comparative form the figures for the previous year of
Borrower and its subsidiaries, along with management’s summary written overview and analysis of the results for such fiscal
year, together with a report certified by independent certified public accountants selected by Borrower and reasonably acceptable
to Lender, and a listing of any adjusting entries. In addition, on or before such date, Borrower shall provide Lender with copies
of all management reports received from its certified public accountants.


 




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(b) Monthly
Financial Statements. As soon as available, but in any event within 30 days after the end of each month, Borrower shall furnish
to Lender copies of the company prepared consolidated and consolidating balance sheet of Borrower and its subsidiaries as of the
end of such month and the related company prepared consolidated and consolidating income statement and statement of cash flow of
Borrower and its subsidiaries for such month and for the portion of the fiscal year of Borrower through such month, along with
management’s summary written overview and analysis of the results for such month, certified by the chief financial officer
of Borrower as presenting fairly the financial condition and results of operations of Borrower and its subsidiaries as of the date
thereof and for the periods ended on such date, subject to normal year-end adjustments.


 


(c) Projected
Financial Statements. Not more than 60 days, and not less than 30 days prior to the end of each fiscal year of Borrower, Borrower
shall furnish to Lender forecasted financial statements, prepared by Borrower, consisting of consolidated and consolidating balance
sheets, cash flow statements and income statements of Borrower and its subsidiaries, reflecting projected borrowing hereunder and
setting forth the assumptions on which such forecasted financial statements were prepared, covering the one-year period until the
next fiscal year end.


 


All such financial
statements shall be complete and correct in all material respects and all such financial statements referred to in clauses (a)
and (b) shall be prepared in accordance with GAAP (except, with respect to interim financial statements, for the omission
of footnotes) applied consistently throughout the periods reflected therein. Further, all such financial statements shall be in
a form acceptable to Lender.


 


Section 8.2 Compliance
Certificate. Together with each delivery of financial statements required by Sections 8.1(a) and (b), Borrower
shall furnish to Lender a certificate of Borrower’s president or chief financial officer in the form of Exhibit B
or otherwise in a form acceptable to Lender.


 


Section 8.3 Collateral
Information and Reports.


 


(a) Schedules
of Accounts. Within 15 days after the end of each month, Borrower shall furnish to Lender a Schedule of Accounts listing all
accounts of Borrower as of the last Business Day of such month setting forth (i) the name of each Account Debtor together with
account balances detailed by invoice number, amount (and any applicable rebate or discount), invoice date and terms, (ii) aging
of all accounts setting forth accounts 30 days past the invoice date or less, accounts over 30 days past the invoice date but less
than 61 days past the invoice date, accounts over 60 days past the invoice date but less than 91 days past the invoice date, accounts
over 90 days past the invoice date and less than 121 days past the invoice date and accounts over 120 days past the invoice date,
and (iii) a reconciliation of the Schedule of Accounts to the Borrowing Base Certificate as of the most recent month end and Borrower’s
general ledger as of such month end.


 


(b) Schedules
of Accounts Payable. Within 15 days after the end of each month, Borrower shall furnish to Lender a schedule of accounts payable
of Borrower as of the last Business Day of such month setting forth (i) a detailed aged trial balance of all of Borrower’s
then existing accounts payable, specifying the name of and the balance due to each creditor and (ii) a reconciliation to the schedule
of accounts payable to Borrower’s general ledger as of such month end. Concurrently with the delivery of each Borrowing Base
Certificate, Borrower will deliver a schedule of all Producer Payables specifying the name, balance due and an aging.


 


(c) Schedule
of Inventory. Within 15 days after the end of each month, Borrower shall furnish to Lender (i) (A) a Schedule of Inventory,
based upon Borrower’s perpetual inventory, as of the last Business Day of such month, itemizing and describing the kind,
type, quantity and location of all inventory of Borrower and the cost thereof with a summary of inventory by category, (B) a detailed
statement of all inventory that is not located on the premises described on Schedule 5.1(p), and (C) an inventory
turnover report, in form and substance acceptable to Lender, and (ii) a reconciliation of the Schedule of Inventory to the Borrowing
Base Certificate as of the most recent month end and Borrower’s general ledger as of such month end.


 




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(d) Borrowing
Base Certificate. Not less often than weekly, Borrower shall furnish to Lender a Borrowing Base Certificate prepared as of
the close of business on the last Business Day of such week, along with supporting documentation, in form and substance satisfactory
to Lender (including but not limited to information on sales, credits, collections, adjustments and inventory changes).


 


(e) Certification.
Each of the schedules and certificates delivered to Lender by Borrower pursuant to this Section 8.3 shall be in a form acceptable
to Lender and shall be signed and certified by the president, chief financial officer or treasurer of Borrower to be true, correct
and complete as of the date indicated thereon. In the event that any of such schedules or certificates are delivered electronically
or without signature, such schedules and/or certificates shall, by virtue of their delivery, be deemed to have been signed and
certified by the president of Borrower to be true, correct and complete as of the date indicated thereon.


 


(f) Other
Information. Lender may, in its sole and absolute discretion, from time to time require Borrower to deliver the schedules and
certificates described in Section 8.3 more or less often and on different schedules than specified in such Section. Borrower
shall also furnish to Lender such other additional information as Lender may from time to time request.


 


ARTICLE IX - NEGATIVE COVENANTS


 


So long as this Agreement
shall be in effect or any of the Obligations shall be outstanding, Borrower covenants and agrees as follows:


 


Section 9.1 Financial
Covenants. Borrower shall maintain and keep in full force and effect each of the financial covenants set forth below:


 


(a) Minimum
Tangible Net Worth. Borrower shall not, directly or indirectly, permit its consolidated Tangible Net Worth at any time
to be less than the Tangible Net Worth Requirement. As used herein, the term “Tangible Net Worth Requirement”
shall mean negative two hundred fifty six thousand dollars (-$256,000) from the date of this Agreement to the date of Lender’s
receipt of Borrower’s reviewed financial statements pursuant to Section 8.1(a) (the “Annual Adjustment Date”),
and (ii) as of each Annual Adjustment Date, the Tangible Net Worth Requirement will be adjusted upward by fifty percent (50%) of
Borrower’s positive Net Income for the immediately preceding fiscal year as reflected in Borrower’s reviewed financial
statements; provided, that the Tangible Net Worth Requirement will not be adjusted down for any losses.


 


(b) Minimum
Fixed Charge Coverage Ratio. Borrower’s Fixed Charge Coverage Ratio as of each month-end shall be at least 1.10 to 1.00.


 


(c) Maximum
Non-Financed Capital Expenditures. Borrower’s Non-Financed Capital Expenditures shall not exceed $50,000 in any fiscal
year.


 


Section 9.2 Prohibited
Distributions and Payments, Etc. Borrower shall not, directly or indirectly, declare or make any Restricted Payment.


 




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Section 9.3 Debt.
Borrower shall not, directly or indirectly, create, assume, or otherwise become or remain obligated in respect of, or permit or
suffer to exist or to be created, assumed or incurred or to be outstanding, any Debt other than Permitted Debt.


 


Section 9.4 Liens.
Borrower shall not, directly or indirectly, create, assume or permit or suffer to exist or to be created or assumed any Lien on
any of the property or assets of Borrower, real, personal or mixed, tangible or intangible, other than Permitted Liens.


 


Section 9.5 Loans.
Borrower shall not make any loans or advances to or for the benefit of any Person (other than the Permitted Affiliate Loan), including,
without limitation, officer, director, manager, shareholder, member, or partner of Borrower except advances for routine expense
allowances in the ordinary course of business and consistent with past practice. Borrower shall not make any payment on any obligation
owing to or by any officer, director, manager, shareholder, member, partner or Affiliate of Borrower, except for payments of salary
in the ordinary course consistent with past practice and Restricted Payments permitted pursuant to Section 9.2.


 


Section 9.6 Merger,
Consolidation, Sale of Assets, Acquisitions. Borrower shall not, directly or indirectly, merge or consolidate with any other
Person or sell, lease or transfer or otherwise dispose of any assets to any Person (other than sales of inventory in the ordinary
course of business) or acquire all or substantially all of the assets of any Person or the assets constituting the business or
a division or operating unit of any Person.


 


Section 9.7 Transactions
with Affiliates. Borrower shall not, directly or indirectly, effect any transaction with any Affiliate on a basis less favorable
to Borrower than would be the case if such transaction had been effected with a Person not an Affiliate, unless expressly permitted
by Section 9.2; provided that in no event shall Borrower enter into any lease with any Affiliate.


 


Section 9.8 Contingent
Liabilities. Borrower shall not, directly or indirectly, become or remain liable with respect to any Contingent Liabilities
in respect of Debt not permitted by Section 9.3.


 


Section 9.9 Operating
Leases. Borrower shall not, directly or indirectly, suffer to exist or enter into any lease (other than a Capitalized Lease)
which would cause the annual payment obligations of Borrower under all leases (other than Capitalized Leases) to exceed $250,000
in the aggregate.


 


Section 9.10 Benefit
Plans. Borrower shall not, directly or indirectly, permit, or take any action which would cause, the Unfunded Vested Liabilities
under all Benefit Plans of Borrower to exceed $0.


 


Section 9.11 Sales
and Leasebacks. Borrower shall not, directly or indirectly, enter into any arrangement with any Person providing for the leasing
from such Person of real or personal property which has been or is to be sold or transferred, directly or indirectly, by Borrower
to such Person.


 


Section 9.12 Investments.
Borrower shall not, directly or indirectly, make or acquire any Investment, except for Permitted Investments.


 


Section 9.13 Amendments.
Borrower shall not amend or modify, or permit any amendment or modification to, whether orally, in writing, or otherwise, to any
agreement evidencing or relating to Subordinated Debt.


 


Section 9.14 No
Restrictions on Subsidiary Distributions. Borrower will not permit directly or indirectly to create or otherwise cause or suffer
to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Person to pay dividends
or make any other distribution on any of such Person’s equity interests owned by Borrower.


 




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Section 9.15 Collateral
Locations. Except for Inventory in transit to Borrower in the ordinary course of business, Borrower will not maintain any Collateral
at any location other than those locations listed on Schedule 5.1(p) unless it gives Lender at least 30 days’ prior
written notice thereof and delivers or causes to be delivered to Lender all documents that Lender reasonably requests in connection
therewith, including without limitation, in the case of any leased location, an access and waiver agreement, signed by the owner
of such location, in form and substance satisfactory to Lender.


 


Section 9.16 USA
Patriot Act. Borrower shall not (a) be or become subject at any time to any law, regulation, or list of any government agency
(including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits Lender from making any
advance or extension of credit to Borrower or from otherwise conducting business with Borrower or (b) fail to provide documentary
and other evidence of Borrower’s or its corporate officers’ identities as may be requested by Lender at any time to
enable Lender to verify Borrower’s identity or to comply with any Applicable Law, including, without limitation, Section
326 of the USA Patriot Act of 2001, 31 U.S.C. §5318.


 


Section 9.17 SANCTIONS.
Borrower shall not: (a) use any of the Loan proceeds for the purpose of: (i) providing financing to or otherwise making funds directly
or indirectly available to any Sanctioned Person; or (ii) providing financing to or otherwise funding any transaction which would
be prohibited by Sanctions or would otherwise cause Lender or Borrower, or any entity affiliated with Lender or Borrower, to be
in breach of any Sanction; or (b) fund any repayment of the Loan with proceeds derived from any transaction that would be prohibited
by Sanctions or would otherwise cause Lender or Borrower, or any Person affiliated with Lender or Borrower, to be in breach of
any Sanction. Borrower shall notify Lender in writing not more than one (1) Business Day after becoming aware of any breach of
this Section.


 


ARTICLE X - DEFAULT


 


Section 10.1 Events
of Default. The occurrence of any one or more of the following events shall constitute an Event of Default:


 


(a) the failure
or refusal of Borrower to make any payment of the Obligations when due;


 


(b) the failure
of any Obligor to properly observe or perform any obligation, agreement, covenant, or other provision contained in this Agreement
or in any other Loan Document;


 


(c) the occurrence
of any default or event of default under any of the other Loan Documents;


 


(d) any representation
or warranty contained herein or in any of the other Loan Documents is false or misleading in any material respect when made or
deemed made;


 


(e) an Obligor
shall at any time (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of such
Obligor or of all or a substantial part of such Obligor’s assets, (ii) file a voluntary petition in bankruptcy, (iii) admit
in writing that such Obligor is unable to pay its debts as they become due, (iv) make a general assignment for the benefit of creditors,
(v) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or
insolvency proceeding, or (vi) take corporate, company or partnership action for the purpose of effecting any of the foregoing;


 




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(f) at any
time, either (i) an involuntary petition or complaint shall be filed against any Obligor seeking its bankruptcy or reorganization
or appointment of a receiver, custodian, trustee, intervenor or liquidator of such Obligor, or of all or substantially all of such
Obligor’s assets, which such Obligor shall acquiesce to or fail to have dismissed within thirty (30) days, or (ii) an order,
order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving
a petition or complaint seeking reorganization of such Obligor or appointing an intervenor or liquidator of such Obligor, or of
all or substantially all of its assets;


 


(g) Borrower
ceases operations or commences liquidation of its assets;


 


(h) any money
judgment in excess of $25,000 (net of insurance coverage as to which the insurer has been notified of such judgment and has accepted
coverage in writing) is rendered against Borrower that is not paid within thirty (30) days, or the failure, within a period of
ten (10) days after the commencement thereof, to have discharged any attachment, sequestration, or similar proceedings against
Borrower’s assets;


 


(i) the occurrence
of a default or event of default under any other Debt of Borrower which Debt exceeds $25,000;


 


(j) a loss,
theft, damage or destruction occurs with respect to any Collateral if the amount not covered by insurance exceeds $100,000;


 


(k) an Obligor
or any of its senior officers is criminally indicted or convicted for (i) a felony committed in the conduct of the Obligor’s
business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of
1986 and Illegal Exportation of War Materials Act, each as amended) that could lead to forfeiture of any material Property or any
Collateral;


 


(l)
Lender shall cease to have a valid, perfected and first priority Lien on any of the Collateral, except as otherwise expressly permitted
herein or consented to in writing by Lender;


 


(m) any guarantor
of the Obligations, or such guarantor’s successors, heirs, or personal representatives, shall (i) repudiate its or his obligations
under, or commit an anticipatory breach of, its guaranty executed for the benefit of Lender or (ii) attempt to terminate such guaranty,
or (iii) commence any legal proceeding to terminate or hold invalid in any respect such guaranty;


 


(n) Borrower
is enjoined, restrained or in any way prevented by court order from continuing to conduct all or any material part of its business
affairs or Borrower ceases operations or commences liquidation of its assets;


 


(o) the occurrence
of a Change of Control; or


 


(p) a Material
Adverse Change shall occur, as determined by Lender in its sole judgment, or the occurrence of any event which, in Lender’s
sole judgment, could have a Material Adverse Change.


 




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Section 10.2 Remedies.


 


(a) Automatic Acceleration
and Termination of Facilities. Upon the occurrence of an Event of Default with respect to Borrower under Section 10.1(e)
or ID, (i) the principal of and the accrued interest on the Loans at the time outstanding, and all other amounts owed to Lender
under this Agreement or any of the Loan Documents and all other Obligations, shall thereupon become due and payable without presentment,
demand, protest, notice of protest and non-payment, notice of default, notice of acceleration or intention to accelerate, or other
notice of any kind, all of which are expressly waived, anything in this Agreement or any of the Loan Documents to the contrary
notwithstanding, and (ii) the commitment of Lender to make Loans hereunder shall immediately terminate.


 


(b) Other Remedies.
Without limiting the terms of Section 10.2(a) above, if any Event of Default shall have occurred and be continuing, Lender,
in its sole and absolute discretion, may (i) declare the principal of and accrued interest on the Loans at the time outstanding,
and all other amounts owed to Lender under this Agreement or any of the Loan Documents and all other Obligations, to be forthwith
due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest, notice of protest
and non-payment, notice of default, notice of acceleration or intention to accelerate, or other notice of any kind, all of which
are expressly waived, anything in this Agreement or the Loan Documents to the contrary notwithstanding; (ii) terminate any commitment
of Lender to make Loans hereunder; (iii) enter upon any premises where Collateral is located; and (iv) exercise any or all rights
and remedies available under the Loan Documents, at law and/or in equity including, without limitation, the rights and remedies
of a secured party under the UCC (whether or not the UCC is applicable). Borrower agrees that, to the extent notice of sale shall
be required by law, at least 10 days’ notice to Borrower of the time and place of any public sale or the time after which
any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other
reasonable time shall also constitute reasonable notification.


 


Section 10.3 Application of Proceeds.
All proceeds from each sale of, or other realization upon, all or any part of the Collateral following an Event of Default shall
be applied to the payment of the Obligations (with Borrower remaining liable for any deficiency) in any order which Lender may
elect with the balance (if any) paid to Borrower or to whomsoever is entitled thereto.


 


Section 10.4 Miscellaneous
Provisions Concerning Remedies.


 


(a) Rights Cumulative.
The rights and remedies of Lender under the Loan Documents shall be cumulative and not exclusive of any rights or remedies which
it would otherwise have. In exercising such rights and remedies, Lender may be selective and no failure or delay by Lender in exercising
any right shall operate as a waiver of such right nor shall any single or partial exercise of any power or right preclude its other
or further exercise or the exercise of any other power or right.


 


(b) Waiver of Marshaling.
Borrower hereby waives any right to require any marshaling of assets and any similar right.


 


Section 10.5 Trademark
License. All trademarks, patents, copyrights, service marks and licenses owned by Borrower and all trademarks, patents, copyrights,
service marks and software licensed by Borrower, are listed on Schedule 5.1(s). Borrower hereby grants to Lender the nonexclusive
right and license to use all of the trademarks, patents, copyrights, service marks and licenses described on Schedule 5.1(s)
and any other trademarks, patents, copyrights, service marks and licenses now or hereafter used by Borrower, following the occurrence
and during the continuance of an Event of Default, for the purposes set forth in Section 10.2 and for the purpose of enabling
Lender to realize on the Collateral and to permit any purchaser of any portion of the Collateral through a foreclosure sale or
any other exercise of Lender’s rights and remedies under the Loan Documents to use, sell or otherwise dispose of the Collateral
bearing any such trademarks, patents, copyrights, service marks and licenses. Such right and license is granted free of charge,
without the requirement that any monetary payment whatsoever be made to Borrower or any other Person by Lender.


 




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ARTICLE XI - MISCELLANEOUS


 


Section 11.1 Notices.


 


(a) Method
of Communication. All notices and the communications hereunder and thereunder shall be in writing or by telephone subsequently
confirmed in writing. Notices in writing shall be delivered personally or sent by overnight courier service, by certified or registered
mail, postage pre-paid, or by facsimile transmission and shall be deemed received, in the case of personal delivery, when delivered,
in the case of overnight courier service, on the next Business Day after delivery to such service, in the case of mailing, on the
third day after mailing (or, if such day is a day on which deliveries of mail are not made, on the next succeeding day on which
deliveries of mail are made) and, in the case of facsimile transmission, upon transmittal; provided that in the case of notices
to Lender, Lender shall be charged with knowledge of the contents thereof only when such notice is actually received by Lender.
A telephonic notice to Lender as understood by Lender will be deemed to be the controlling and proper notice in the event of a
discrepancy with or failure to receive a confirming written notice.


 


(b) Addresses
for Notices. Notices to any party shall be sent to it at the following addresses, or any other address of which all the other
parties are notified in writing.


 


	If to Borrower:	
        Ittella International, Inc.

        6305 Alondra Blvd.

        Paramount, CA 90723

        Attn: Salvatore Galletti

	 	 
	If to Lender:	
        Marquette Business Credit, LLC Premier
        Place, Suite 1900

        5910 N. Central Expressway Dallas, Texas
        75206

        Attention: Portfolio Manager, URGENT Facsimile
        No.: (214) 389-5901

        with a complete copy to:

        Marquette Business Credit, LLC

        333 South Grand Avenue, Suite 2200

        Los Angeles, California 90071

        Fax No. (213) 625-7875

        Attention: Portfolio Manager, URGENT



 




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Section 11.2 Expenses.
Within 10 days after presentation of an invoice for such costs and expenses, outlining such items in reasonable detail, Borrower
agrees to pay or reimburse all costs and expenses incurred by Lender arising out of or in connection with this Agreement and the
Loans including, without limitation, (a) the reasonable fees and expenses of counsel in connection with the negotiation, preparation,
execution, delivery, amendment, enforcement and termination of this Agreement and each of the other Loan Documents, (b) the out-of-pocket
costs and expenses incurred in connection with the administration and interpretation of this Agreement and the other Loan Documents,
(c) the costs and expenses of appraisals of the Collateral on such basis as Lender shall from time to time request; provided that
Borrower shall not be liable for the cost and expense of more than one appraisal per calendar year pursuant to this Section, so
long as no Event of Default has occurred and is continuing, (d) the costs and expenses of lien searches, (e) all stamp, registration,
recordation and similar taxes, fees or charges related to the Collateral and charges of filing financing statements and continuations
and the costs and expenses of taking other actions to perfect, protect, and continue the security interest of Lender, (f) costs
and expenses related to the preparation, execution and delivery of any waiver, amendment, supplement or consent by Lender relating
to this Agreement or any of the Loan Documents, (g) sums paid or obligations incurred in connection with the payment of any amount
or taking any action required of Borrower under the Loan Documents that Borrower fails to pay or take, (h) costs of inspections
and verifications of the Collateral, including, without limitation, $1,000 per diem per examiner plus out of pocket expenses for
travel, lodging, and meals arising in connection with inspections and verifications of the Collateral and Borrower’s operations
and books and records by Lender’s employees and agents, (i) costs and expenses of forwarding loan proceeds, collecting checks
and other items of payment, and establishing and maintaining each account of Borrower maintained with Lender or owned by Lender
for the benefit of Borrower and each Collection Account, (j) the costs of Borrower’s monthly access to “StuckyNet”,
which fee is currently $100.00 per month (k) costs and expenses of preserving and protecting the Collateral, (1) costs and expenses
related to consulting with and obtaining opinions and appraisals from one or more Persons, including personal property appraisers,
accountants and lawyers, concerning the value of any Collateral for the Obligations or related to the nature, scope or value of
any right or remedy of Lender hereunder or under any of the Loan Documents, including any review of factual matters in connection
therewith, which expenses shall include the fees and disbursements of such Persons, and (m) costs and expenses paid or incurred
to obtain payment of the Obligations, enforce the security interest of Lender, sell or otherwise realize upon the Collateral, and
otherwise enforce the provisions of the Loan Documents, or to prosecute or defend any claim in any way arising out of, related
to or connected with, this Agreement or any of the Loan Documents, which expenses shall include the reasonable fees and disbursements
of counsel and of experts and other consultants retained by Lender. Borrower hereby authorizes Lender to debit Borrower’s
loan account by increasing the principal amount of the Loan, or deduct from Borrower’s accounts maintained with any Affiliate
of Lender, the amount of any costs, fees and expenses owed by Borrower when due.


 


Section 11.3 Setoff.
In addition to any rights now or hereafter granted under Applicable Law, and not by way of limitation of any such rights, upon
and after the occurrence of any Event of Default, Lender and any participant with Lender in the Loans are hereby authorized by
Borrower at any time or from time to time, without notice to Borrower or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and to apply any and all deposits (general or special, time or demand, including, but not
limited to, Debt evidenced by certificates of deposit, whether matured or unmatured) and any other Debt at any time held or owing
by Lender or any participant to or for the credit or the account of Borrower against and on account of the Obligations irrespective
of whether or not (a) Lender shall have made any demand under this Agreement or any of the Loan Documents, or (b) Lender shall
have declared any or all of the Obligations to be due and payable as permitted by Section 10.2 and although such Obligations
shall be contingent or unmatured.


 




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Section 11.4 Venue;
Service of Process. BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING
RELATING TO THIS AGREEMENT, ANY BORROWING HEREUNDER OR ANY OTHER RELATIONSHIP BETWEEN LENDER AND BORROWER BY ANY MEANS ALLOWED
UNDER STATE OR FEDERAL LAW. ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY BORROWING HEREUNDER
OR ANY OTHER RELATIONSHIP BETWEEN LENDER AND BORROWER MAY BE BROUGHT AND LITIGATED IN ANY ONE OF THE STATE OR FEDERAL COURTS LOCATED
IN LOS ANGELES COUNTY, CALIFORNIA, HAVING JURISDICTION. BORROWER AND LENDER WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS
A DEFENSE OR OTHERWISE, THAT ANY SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE THEREOF IS IMPROPER. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
PROCEEDING BY BORROWER AGAINST LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTION
WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN LOS ANGELES, CALIFORNIA. Borrower expressly waives personal service
of the summons and complaint or other process or papers issued therein and agrees that service of such summons and complaint or
other process or papers may be made by registered or certified mail addressed to Borrower at its address referenced in Section
11.1, which service shall be deemed to have been made on the date that receipt is deemed to have occurred for registered or
certified mail as provided in Section 11.1.


 


Section 11.5 Assignment:
Participation. All the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that Borrower may not assign or transfer any of its rights under this Agreement
or delegate any of its duties or obligations under this Agreement. Lender may assign to one or more Persons, or sell participations
to one or more Persons in, all or a portion of its rights and obligations hereunder and under this Agreement and any promissory
notes issued pursuant hereto and, in connection with any such assignment or sale of a participation, may assign its rights and
obligations under the Loan Documents. Borrower agrees that Lender may provide any information that Lender may have about Borrower
or about any matter relating to this Agreement to any of its Affiliates or their successors, or to any one or more purchasers or
potential purchasers of any of its rights under this Agreement or any one or more participants or potential participants.


 


Section 11.6 Amendments
and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect
to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by Lender and Borrower
and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


Section 11.7 Performance
of Borrower’s Duties. If Borrower shall fail to do any act or thing which it has covenanted to do under this Agreement
or any of the Loan Documents, Lender may (but shall not be obligated to) do the same or cause it to be done either in the name
of Lender or in the name and on behalf of Borrower, and Borrower hereby irrevocably authorizes Lender so to act.


 


Section 11.8 Indemnification.
Borrower shall reimburse Lender and its Affiliates and their respective officers, employees, directors, shareholders, agents and
legal counsel (collectively, the “Indemnified Parties” and individually, an “Indemnified Party”)
for all reasonable costs and expenses, including legal fees and expenses, incurred and shall indemnify and hold the Indemnified
Parties harmless from and against all losses suffered by any Indemnified Party, other than losses resulting from an Indemnified
Party’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable
judgment, in connection with (a) the exercise by Lender or any of its Affiliates of any right or remedy granted to it under this
Agreement or any of the Loan Documents or at law, (b) any claim, and the prosecution or defense thereof, arising out of or in any
way connected with this Agreement or any of the Loan Documents, except in the case of a dispute between Borrower and Lender in
which Borrower prevails in a final non-appealable judgment, and (c) the collection or enforcement of the Obligations or any of
them. BORROWER AND LENDER EXPRESSLY INTEND THAT THE FOREGOING INDEMNITY SHALL COVER, AND THAT BORROWER SHALL INDEMNIFY AND HOLD
THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST, COSTS, EXPENSES AND LOSSES SUFFERED AS A RESULT OF THE NEGLIGENCE OF ANY INDEMNIFIED
PARTY.


 




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Section 11.9 All
Powers Coupled with Interest. All powers of attorney and other authorizations granted to Lender and any Persons designated
by Lender pursuant to any provisions of this Agreement or any of the Loan Documents shall be deemed coupled with an interest and
shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied or Lender has any obligations to make the Loan
hereunder.


 


Section 11.10 Severability
of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating
the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such
provision in any other jurisdiction.


 


Section 11.11 GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND OF ANY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND OF ANY ISSUE RELATING TO THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA NOT INCLUDING CONFLICTS
OF LAWS RULES.


 


Section 11.12 Jury
Waiver. BORROWER AND LENDER HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE)
BETWEEN OR AMONG BORROWER AND LENDER AND LENDER’S AFFILIATES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT OR ANY RELATIONSHIP BETWEEN LENDER AND BORROWER OR BETWEEN BORROWER AND ANY AFFILIATE OF LENDER. THIS PROVISION
IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.


 


Section 11.13 Counterparts;
Integration. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns,
and all of which taken together shall constitute one and the same agreement. A facsimile or digital copy of any signed Loan Document,
including this Agreement, shall be deemed to be an original thereof. This Agreement and the other Loan Documents constitute the
entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof.


 


Section 11.14 Time
is of the Essence. Time is of the essence of this Agreement and the other Loan Documents.


 


Section 11.15 Waiver
of Consumer Rights. BORROWER HEREBY WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SECTION
17.41 ET. SEQ. BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH
AN ATTORNEY OF ITS OWN SELECTION, BORROWER VOLUNTARILY CONSENTS TO THIS WAIVER. BORROWER EXPRESSLY WARRANTS AND REPRESENTS THAT
IT (A) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION RELATIVE TO LENDER, (B) BORROWER HAS BEEN ADVISED BY LENDER TO SEEK
THE ADVICE OF AN ATTORNEY AND AN ACCOUNTANT IN CONNECTION WITH THIS LOAN, AND (C) BORROWER HAS HAD THE OPPORTUNITY TO SEEK THE
ADVICE OF AN ATTORNEY AND ACCOUNTANT OF BORROWER’S CHOICE IN CONNECTION WITH THIS LOAN.


 




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Section 11.16 Patriot
Act Notice. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism
and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that
identifies each Person that opens an account, including any deposit account, treasury management account, loan, other extension
of credit, or other financial services product. What this means for Borrower: When Borrower opens an account, if Borrower is an
individual, Lender will ask for Borrower’s name, residential address, date of birth, and other information that will allow
Lender to identify Borrower, and if Borrower is not an individual, Lender will ask for Borrower’s name, employer identification
number, business address, and other information that will allow Lender to identify Borrower. Lender may also ask, if Borrower is
an individual, to see Borrower’s driver’s license or other identifying documents, and if Borrower is not an individual,
to see Borrower’s legal organizational documents or other identifying documents.


 


Section 11.17 Press
Releases and Related Matters. Borrower consents to the publication by Lender of customary advertising material relating to
the transactions contemplated by this Agreement and the other Loan Documents, including on the website of Lender or its Affiliates,
using Borrower’s name, product photographs, logo or trademark, subject to Lender’s prior notice to Borrower of such
advertising material.


 


[Signature Pages Follow]


 




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THIS WRITTEN LOAN AGREEMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


	 	ITTELLA INTERNATIONAL, INC.
	 	 
	 	By:	/s/ Sal Galletti                 
	 	Name: 	Sal Galletti
	 	Title:	CEO


 


	 	MARQUETTE BUSINESS CREDIT, LLC
	 	 
	 	By:	/s/ Xavier Gannon
	 	Name: 	Xavier Gannon
	 	Title:	Senior Vice President


 




    -44-


     


    

 


EXHIBIT A


 


BORROWING BASE CERTIFICATE


 


 


 


[to be provided by Marquette]


 




    - 1 -


     


    

 


EXHIBIT B


 


COMPLIANCE CERTIFICATE


 


(LOAN AND SECURITY AGREEMENT)


 


Dated: ___________, 20_____ (the “Measurement
Date”)


 


		TO:	Marquette Business Credit, LLC.



Premier Place, Suite 1900


5910 N. Central Expressway


Dallas, Texas 75206


 


The undersigned hereby
certifies to you that on the Measurement Date, pursuant to Section 8.2 of the Loan and Security Agreement dated as of September
25, 2017 (as the same has been or may be amended, restated, extended, supplemented, or otherwise modified from time to time, the
“Loan Agreement”), between ITTELLA INTERNATIONAL, INC., a California corporation (“Borrower”)
and MARQUETTE BUSINESS CREDIT, LLC, a Delaware limited liability company (“Marquette”), the following are true,
complete and correct:


 


1. Financial Covenants:


 


	 	Required	Actual	Compliant (Y/N)
	(a) Minimum Tangible Net Worth	≥ __________	__________	__________
	(b) Minimum Fixed Charge Coverage Ratio	≥ [__________]	__________	__________
	(c) Maximum Non-Financed Capital Expenditures	≤ [__________]	__________	__________


 


The foregoing actual figures have been
determined in accordance with the definitions set forth under the Loan Agreement. The calculations for arriving at such actual
figures are attached to this Compliance Certificate.


 


2. As of the Measurement Date and except
as set forth below: (i) all of the representations and warranties of Borrower contained in the Loan Agreement and the other Loan
Documents are correct and complete in all material respects, except for those that speak as of a particular date and except as
set forth in reasonable detail below; (ii) Borrower is in compliance in all material respects with all of its respective covenants
and agreements in the Loan Agreement and the other Loan Documents; and (iii) no Default or Event of Default exists or existed during
the period covered by the financial statements delivered in connection herewith.


 


 





 



 


 





 



 


 





 



 




    - 1 -


     


    

 


3. If applicable, the
corrective action taken or proposed to be taken to prevent or cure such Default or Event of Default, or with respect to such representation
or warranty which is not materially correct or complete, or with respect to such covenant which has not been materially complied
with, as applicable, is as follows:


 


 





 



 


 





 



 


 





 



 


4. The financial statements
submitted as of this date have been prepared in accordance with GAAP, other than the absence of footnotes and the absence of normal
year-end adjustments, and fairly present, in all material respects, the financial condition and results of operations of Borrower
as of the dates and for the periods indicated therein. All reports submitted as of this date are true, complete and correct in
all material respects.


 


Any and all initially capitalized terms
set forth in this certificate without definition shall have the respective meanings ascribed thereto in the Loan Agreement.


 


	 	ITTELL A INTERNATIONAL, INC.
	 	 
	 	By:	                         
	 	Name: 	 
	 	Title:	 


 




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SCHEDULE 1.1


 


TORT CLAIMS


 


 


 


N/A


 




     


     


    

 


SCHEDULE 5.1(a)


 


ORGANIZATION: POWER; QUALIFICATION


 


 


 


FEDERAL IDENTIFICATION NO. 54-2135710


 


STATE IDENTIFICATION NO. C-2498519


 




     


     


    

 


SCHEDULE 5.1(c)


 


SUBSIDIARIES, PARENTS AND AFFILIATES; CAPITALIZATION


 


 


 


N/A


 




     


     


    

 


SCHEDULE 5.1(1)


 


DEBT AND GUARANTESS


 


	Loan 414 Community Bank	 	$	500,000.00	 
	Loan 499 Community Bank	 	$	23,518.00	 
	Loan 501 Community Bank	 	$	21,774.00	 
	Loan 543 Community Bank	 	$	149,827.00	 
	Seaview AGI Partners, LLC	 	$	50,000.00	 
	Salvatore Galletti, an Individual	 	$	150,000.00	 
	Salvatore Galletti, an Individual	 	$	427,990.00	 
	Accrual Interest to Loan	 	$	58,396.00	 



 




     


     


    

 


SCHEDULE 5(j)


 


LITIGATION


 


 


 


N/A


 




     


     


    

 


SCHEDULE 5.1(m)


 


ERISA


 




     


     


    

 


SCHEDULE 5.1(p)


 


LOCATIONS OF INVENTORY AND EQUIPMENT


 


 


 


ITTELLA INTERNATIONAL, INC.

6305 ALONDRA BLVD.

PARAMOUNT, CA 90723


 


AMERICOLD FOGELSVILLE

7150 AMBASSADOR DRIVE

ALLETNOWN PA 18106


 


AMERICOLD DALLAS

5140 CATON DRIVE

DALLAS TX 95227


 


AMERICOLD BELVIDERE

6765 UNRIB DRIVE

VELVIDERE. IL 61008


 


AM ERICOLD ATLANTA

6500 TRADE WATER PKWY

ATALNTA, GA 30336


 


US GROWERS


3141 E.44TH STREET

VERNON. CA 90058


 


CASESTACK C/O KANE IS ABLE

STAUFFER INDUSTRIAL PARK DC#6

SCRANTON PA 18517


 




     


     


    

 


SCHEDULE 5.1(q)


 


PLACE OF BUSINESS


 


 


 


PARAMOUNT BUSINESS PARK CENTER


 


6305 ALONDRA BLVD.


 


PARAMOUNT, CA 90723


 




     


     


    

 


SCHEDULE 5.1(r)


 


CORPORATE AND FICTITIOUS NAMES; TRADE NAMES


 


 


 


ITTELLA


 


ITTELLA FOODS


 


STONEGATE FOODS


 


TATTOOED CHEF


 




     


     


    

 


SCHEDULE 5.1(s)


 


INTELLECTUAL PROPERTY


 


 


 


CAULIFLOWER PIZZA CRUST (PATTON)


 


ITTELLA FOODS.COM (WEBSITE)


 


TATTOOED CHEF TM


 


1TTELLA FOODS TM


 




     


     


    

 


SCHEDULE 5.1(w)


 


DEPOSIT ACCOUNTS


 


	COMMUNITY BANK	2004002247
	 	 
	COMMUNITY BANK FX	301231
	 	 
	BANK OF AMERICA	4957601389
	 	 
	UMB	9872220749
	 	 
	UMB (ITTELLA CHEF)	9872220943


 




     


     


    

 


SCHEDULE 5.1(y)


 


MATERIAL AGREEMENTS


 


 


 


N/A


 




     


     


    

 


SCHEDULE 9.3


 


PERMITTED LIENS


 


 


 


N/A