Lender

Revolver Commitment

Wells Fargo Bank, National Association

$

50,000,000

All Lenders

$

50,000,000

Debtor

Jurisdiction

Secured Party

Lien Type

Filing Info

Collateral Description

1.

Inventure Foods, Inc.

Arizona Secretary of State

H&E Equipment Services Inc.
11100 Mead Road, Suite 200
Baton Rouge, LA 70816

Standard

2012-169-0621-0
Filed April 27, 2012

One 2007 Genie GS1930 Scissorlift s/n GS3007B-87906

2.

Inventure Foods, Inc.

Arizona Secretary of State

H&E Equipment Services Inc.
11100 Mead Road, Suite 200
Baton Rouge, LA 70816

Standard

2013-172-5515-8
Filed January 14, 2013

One 2007 Genie GS1930 Scissorlift (GS3007A-91794)

3.

Fresh Frozen Foods, Inc.

Delaware Secretary of State

Wells Fargo Bank, NA
300 Tri-State International, Suite 400
Lincolnshire, IL 60069

Standard

201252823358
Filed June 30, 2015

Nissan forklift SCX30N (1S1-9X0446-449)

4.

Inventure Foods, Inc.

Delaware Secretary of State

Toyota Motor Credit Corporation
PO Box 3457
Torrance, CA 90510

Standard

20131214049
Filed March 21, 2013

Toyota forklift model #7FBCU15 (62830), as equipped

5.

Inventure Foods, Inc.

Delaware Secretary of State

Toyota Motor Credit Corporation
PO Box 3457
Torrance, CA 90510

Standard

20134385838
Filed November 7, 2013

Toyota forklifts model #7FBEU18 (26111, 26090, 26095, 26098, 26104, 26111, 261180), as equipped

6.

Inventure Foods, Inc.

Delaware Secretary of State

Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 3rd Floor North
Tucker, GA 30084

Standard

20153654067
Filed August 20, 2015

New kettle equipment

7.

Poore Brothers — Bluffton, Inc.

Delaware Secretary of State

Toyota Motor Credit Corporation
PO Box 3457
Torrance, CA 90510

Standard

20113598185
Filed September 20, 2011

Toyota lift truck model #SBRU18 (36474), as equipped

8.

Rader Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation
600 Highway 169 South, Suite 300
Minneapolis, MN 55426

Standard

20104258111
Filed on December 3, 2010

New Holland T4050F Tractor 80 PTO (XAJD00519)

9.

Rader Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation
600 Highway 169 South, Suite 300
Minneapolis, MN 55426

Standard

20114266188
Filed on November 4, 2011

2011 Korvan 7420 Blueberry Harvester (542860600075)

10.

Rader Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation
600 Highway 169 South, Suite 300
Minneapolis, MN 55426

Standard

20114284207
Filed on November 7, 2011

2001 John Deere 7930 Tractor Row Crop (1RW7930DH6D036080)

11.

Rader Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation
600 Highway 169 South, Suite 300
Minneapolis, MN 55426

Standard

20114285121
Filed on November 7, 2011

2911 Yanmar T80B Tractor Row Crop (010181)

12.

Rader Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation
600 Highway 169 South, Suite 300
Minneapolis, MN 55426

Standard

20130359977
Filed on January 28, 2013

2012 Oxbo 7420 Blueberry Harvester (542870600111)

13.

Rader Farms, Inc., Willamette Valley Fruit Company

Delaware Secretary of State

Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 3rd Floor North
Tucker, GA 30084

Standard

20143450095
Filed on August 27, 2014

Octofrost, Model 9/2 Tunnel Expansion Project, including all listed equipment, components, and accessories

14.

Rader Farms, Inc., Willamette Valley Fruit Company

Delaware Secretary of State

Banc of America Leasing & Capital, LLC
2059 Northlake Parkway, 3rd Floor North
Tucker, GA 30084

Standard

20143450160
Filed on August 27, 2014

Octofrost, Model 9/2 Tunnel Expansion Project, including all listed equipment, components, and accessories

15.

The Inventure Group, Inc.

Delaware Secretary of State

Air Liquide Industrial U.S. LP
1230 W Washington, Suite 212
Tempe, AZ 85281

Standard

20141895390
Filed on May 14, 2014

Floxal membrane unit, membrane skid, sullair compressor, dryer, vaporizer

16.

Inventure Foods, Inc.

Delaware Secretary of State

Tamco Capital Corporation
800 Walnut Street, MAC N0005-044
Des Moines, IA 50309

Standard

20155075212
Filed on November 2, 2015

Telephone equipment and licenses located in Goodyear, AZ and in Phoenix, AZ

Entity of Record

Address

Legal Description

1.

La Cometa Properties, Inc.

3500 S. La Cometa Drive
Goodyear, AZ 85338

See Exhibit R-1

2.

Fresh Frozen Foods, Inc.

1814 Washington Street
Jefferson, GA 30549

See Exhibit R-2

3.

Fresh Frozen Foods, Inc.

600 Cassidy Road
Thomasville, GA 31792

See Exhibit R-3

4.

La Cometa Properties, Inc.

705 W. Dustman Road
Bluffton, IN 46714

See Exhibit R-4

Type of Equity Interest

Issued & Outstanding
(as of November 17, 2015

Preferred Stock, par value $100 per share

None

Common Stock, par value $0.01 per share

19,609,788

Options

645,652

Restricted Stock Units

302,113

Restricted Stock Awards

88,166

Subsidiary

Type of Equity
Interest

Authorized

Issued &
Outstanding

Interest

La Cometa Properties, Inc.

Common Stock

100,000

1,000

100

%

Poore Brothers — Bluffton, LLC

LLC Interest

N/A

N/A

100

%

Tejas PB Distributing, Inc.

Common Stock

100,000

1,000

100

%

Boulder Natural Foods, Inc.

Common Stock

100,000

1,000

100

%

BN Foods, Inc.

Common Stock

1,000

1,000

100

%

Rader Farms, Inc.

Common Stock

1,000

1,000

100

%

Willamette Valley Fruit Company

Common Stock

1,000

1,000

100

%

Fresh Frozen Foods, Inc.

Common Stock

1,000

1,000

100

%

Entity

Issuer

Type

Amount 
Owed

Maturity Date

1.

Inventure Foods, Inc.

Bank of America

Equipment term loan

$

1,924,735

December 2020

2.

Rader Farms, Inc.

Bank of America

Equipment term loan

$

2,013,436

August 2019

3.

Willamette Valley Fruit Company

Bank of America

Equipment term loan

$

1,494,636

August 2019

4.

Rader Farms, Inc.

Great America

Equipment term loan

$

13,536

May 2020

5.

Inventure Foods, Inc.

Toyotalift of Arizona

Equipment term loan

$

7,824

February 2018

6.

Inventure Foods, Inc.

ShoreTel

Capital lease

$

7,360

March 2016

if a Financial Covenant Triggering Event exists, as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Parent Borrower’s fiscal quarters) after the end of each month during each of Borrower’s fiscal years,

(a)           an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s and its Subsidiaries’ operations during such period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management,

(b)           a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable,

(c)           a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and

(d)           any compliance certificate delivered under the Term Loan Credit Agreement.

as soon as available, but in any event within 45 days after the end of each quarter during each of Borrower’s fiscal years,

(e)           an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s and its Subsidiaries’ operations during such period and compared to the prior period and plan, prepared in accordance with GAAP as well as on an internally-determined “mark-to-market” basis, together with a corresponding discussion and analysis of results from management,

(f)            a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable,

(g)           a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement,

(h)           a certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and Drug Administration inspection of the Loan Parties quality system, and

(i)            any compliance certificate delivered under the Term Loan Credit Agreement.

as soon as available, but in any event within 90 days after the end of each of Parent Borrower’s fiscal years,

(j)            consolidated and consolidating financial statements of Parent Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity, and, if prepared, such accountants’ letter to management), as well as on an internally-determined “mark-to-market” basis,

(k)           a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable,

(l)            a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and

(m)          any compliance certificate delivered under the Term Loan Credit Agreement.

as soon as available, but in any event within 15 days after the start of each of Parent Borrower’s fiscal years,

(n)           copies of Parent Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, certified by the chief financial officer of Parent Borrower as being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby.

if and when filed by Parent Borrower,

(o)           Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports (if any when requested by Agent),

(p)           any other filings made by Parent Borrower with the SEC, and

(q)           any other information that is provided by Parent Borrower to its shareholders generally.

promptly, but in any event within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default,

(r)            notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto.

promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Parent Borrower or any of its Subsidiaries,

(s)            notice of all actions, suits, or proceedings brought by or against Parent Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect.

upon the request of Agent,

(t)            any other information reasonably requested relating to the financial condition of Parent Borrower or its Subsidiaries.

No later than November 25, 2015

(a)           an executed Borrowing Base Certificate for the month ended October 31, 2015

Monthly (no later than the 15th day of each month) (or, during any Cash Dominion Period, Weekly (no later than the Wednesday of the following week))

(b)           an executed Borrowing Base Certificate,

(c)           a detailed aging, by total, of each Borrowers’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format),

(d)           a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Borrowers’ general ledger,

(e)           notice of all claims, offsets, or disputes asserted by Account Debtors with respect to each Borrower’s Accounts,

(f)            Inventory system/perpetual reports specifying the cost and the wholesale market value of each Borrowers’ inventory, raw materials and farm products, by category, with additional detail showing additions to and deletions therefrom, together with a reconciliation to Borrowers’ general ledger (delivered electronically in an acceptable format),

(g)           a detailed calculation of inventory, raw materials and farm products categories that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting,

(h)           royalty reserve report for related royalties paid,

(i)            any Food Products Notices received by any Loan Party or their respective Subsidiaries,

(j)            a summary aging, by vendor, of each Loan Party’s accounts payable and any book overdraft (delivered electronically in an acceptable format) and an aging, by vendor, of any held checks, and a detailed accrued liabilities report identifying any Food Products Payables per general ledger accounts [***],(1) [***], and [***], and any other (x) related report necessary to calculate Foods Products Payables and (y) accounts payable listing of Food Products Payables,

(k)           a detailed report regarding each Loan Party’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash,

(l)            a detailed general ledger trial balance account numbers [***] (accrued advertising and promotions), [***] (accrued slotting), [***] (accrued customer discounts) and [***] (accrued FSI coupons),

(m)          a report that provides detail to: excess inventory, raw materials and farm products greater than a 12 months’ supply (including the supporting calculations), expired inventory, raw materials and farm products (inventory, raw materials and farm products within 90 days of expiration date), and inventory, raw materials and farm products on hold (by January 15th for the December 2015 Borrowing Base, or such date as Agent may agree) (provided that in respect of the “Fresh Frozen” segment such report shall be provided commencing from and after April 1, 2016 (or such other date as Agent may agree); provided, further, that until such time, the “Fresh Frozen” segment shall provide a perpetual inventory report and inventory, raw materials and farm products aging analysis as currently presented/prepared by it),

(n)           a detailed report including short pay general ledger account [***] or other related general ledger entries, and

(o)           a detailed report including unapplied cash under general ledger account [***] or other related general ledger entries.

No later than 30 days after the end of each month and each year, respectively

(o)           a reconciliation of Accounts, accounts payable, and inventory, raw materials and farm products of Borrowers’ general ledger to its monthly financial statements

including any book reserves related to each category.

Quarterly (no later than the last day of the month following the end of each fiscal quarter)

(p)           a report regarding Parent Borrower’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes, and

(q)           updated information (including bring down search results and intellectual property searches) in respect of previously delivered Perfection Certificate,

No later than 90 days after the end of each fiscal year

(r)            a detailed list of each Loan Party’s and its Subsidiaries’ customers, with address and contact information.

(s)            a Perfection Certificate or a supplement to the Perfection Certificate.

Upon receipt thereof by any Loan Party or any of its Subsidiaries

(t)            Food Products Notices, including in respect of Food Products Payables, and

(u)           notices (including any notice of inspection and notice of action) from the U.S. Department of Agriculture, the FDA, or any other Governmental Authority relating to compliance or non-compliance with Food Laws.

Upon request by Agent

(v)           copies of purchase orders and invoices for inventory, raw materials and farm products acquired by any Loan Party or its Subsidiaries,

(w)          copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time, and

(x)           such other reports as to the Collateral of any Loan Party and its Subsidiaries, as Agent may reasonably request including status reports for outstanding Food Products Notices or notices received from the U.S. Department of Agriculture, the U.S. Food and Drug Administration, or any other Governmental Authority relating to compliance or non-compliance with Food Security Laws.