Exhibit 10.45
SUBORDINATION AGREEMENT
This SUBORDINATION AGREEMENT, dated as of March 28, 2017 (this "Agreement"), is
among - Five Star Bank (the "Subordinating Creditor"), Marrone Bio Innovations,
Inc., (the "Debtor"), and LSQ Funding Group L.C. (the "Senior Creditor").
RECITALS
A. Senior Creditor has or expects to acquire a security interest in assets of
the Debtor in which the Subordinating Creditor has an interest, including but
not limited to the Senior Creditor Collateral.
B. Debtor and Subordinating Creditor are or may become parties to the
Subordinating Creditor Agreements.
C. The Creditors are executing this Agreement to set forth their lien priorities
with respect to the Senior Creditor Collateral.
NOW, THEREFORE, in consideration of the premises, and intending to be legally
bound hereby, the Creditors hereby agree as follows:
AGREEMENT
1. DEFINITIONS.
The following terms used herein shall have the following
meaning.
All capitalized terms not herein defined shall have the meaning set
forth in the Uniform Commercial Code:
1.1. "Bankruptcy Code" - Title 11 of the United States Code.
1.2. "Chosen State" - California.
1.3. "Creditors" - The Subordinating Creditor and the Senior Creditor.
1.4. "Debtor" - See preamble.
1.5. "Party" - Each of the Subordinating Creditor, the Debtor, and the Senior
Creditor.
1.6. "Secondary Collateral" - Collateral of a Creditor holding a security
interest which is inferior to the priority of the other Creditor.
1.7. "Senior Creditor" - See preamble.
1.8. "Senior Creditor Collateral" - See Exhibit B attached to this Agreement.
1.9. "Senior Creditor Priority Collateral" - All Debtor's present and future
Accounts (as
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defined in the Uniform Commercial Code), Inventory, Instruments, Documents,
Chattel Paper, and General Intangibles (other than intellectual property), and
the direct and indirect proceeds thereof, but excluding Debtor's deposit account
number and deposit account number with Subordinating Creditor.
1.9.1.Senior Creditor Priority Collateral shall also include any raw materials,
unfinished goods, finished goods, and//or Inventory of Debtor while in the
possession and control of Debtor's wholly-owned subsidiary, Marrone Michigan
Manufacturing, LLC.
1.10. "Senior Creditor Obligations" - Obligations of the Debtor to the Senior
Creditor secured by the Senior Creditor Collateral.
1.11. "Subordinating Creditor" - See preamble.
1.12. "Subordinating Creditor Agreements" - All agreements now or hereafter
entered into between Subordinating Creditor and Debtor which create an
obligation which is secured by the Subordinating Creditor Collateral.
1.13. "Subordinating Creditor Collateral" - All collateral described in the
UCC-1 Financing Statements listed on Exhibit A attached to this Agreement,
including Debtor's deposit account number 3207933 and deposit account number
3208014 with Subordinating Creditor.
1.14. "Subordinating Creditor Obligations" - Indebtedness owed by the Debtor to
the Subordinating Creditor secured by Subordinating Creditor Collateral.
2. PRIORITY.
2.1. Notwithstanding the terms or provisions of any agreement or arrangement
which either Creditor may now or hereafter have with the Debtor or any rule of
law, and irrespective of the time, order, or method of attachment or perfection
of any security interest or the recordation or other filing in any public record
of any financing statement, any security interests in