Item 1.01 Entry into a Material Definitive Agreement.
On
The loan from
The loan from the Company to
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) 1
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