Item 1.01 Entry into a Material Definitive Agreement.

On November 23, 2022, Tattooed Chef, Inc. (the "Company") received a $5,000,000 unsecured loan from the Company's CEO and Chairman of the Board, Salvatore Galletti. The Company, in turn, loaned that $5,000,000 on an unsecured basis to its operating subsidiary, Ittella International, LLC ("Ittella").

The loan from Mr. Galletti to the Company is evidenced by a Promissory Note (the "Note") that bears interest at the same rate as that payable to UMB Bank, N.A. (the "Bank"), the Company's lender under its principal line of credit (i.e., the daily adjusting term SOFR rate + 3.0% per annum), matures on September 30, 2025 (the "Maturity Date"), and is payable interest only, monthly, until the Maturity Date.

The loan from the Company to Ittella is evidenced by a Subordinated Note (the "Junior Note"), which is subordinated in right of payment to obligations to the Bank pursuant to the terms of a Subordination Agreement between the Company and the Bank and consented to by Ittella (the "Subordination Agreement"). Interest on, maturity date of, and repayment terms of the Junior Note are identical to those of the Note.

Under the terms of the Subordination Agreement, regularly scheduled payments on the Junior Note are permitted so long as there are no defaults (and the payment would not cause a default) under the Bank's loan documents. Both the Note and the Junior Note provide that if interest payments are at any time prohibited under the Subordination Agreement, the amount of interest that would have otherwise been paid will be added to principal.

The foregoing descriptions of the Note, the Junior Note, and the Subordination Agreement do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the full text of the Note, the Junior Note, and the Subordination Agreement, which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, and which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

EXHIBIT
NUMBER                     DESCRIPTION
10.1                         Promissory Note dated November 23, 2022 by Tattooed Chef, Inc. in favor
                           of Salvatore Galletti
10.2                         Subordinated Note dated November 23, 2022 by Ittella International, LLC
                           in favor of Tattooed Chef, Inc.
10.3                         Subordination Agreement dated     November     23    ,     2022 between
                           Tattooed Chef, Inc. and UMB Bank, N.A. and consented to by Ittella
                           International, LLC

104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document)


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