IN-SEASON PRODUCE PURCHASE AGREEMENT- Exhibit A

CONTRACT TERMS

  1. DEFINITIONS

As used herein, the following terms shall have the respective meanings indicated below:

“Aggregate Transaction Volume” means the aggregate amount of Produce measured by the Estimated Prevailing Market Price that has been purchased by the Company in a particular Contract Year under this Agreement and for which the Company has received an amount equal to the Company Proceeds within 45 days of the Company paying the Initial In-season Payment for such Produce.        

 “Company Expenses” means, with respect to each Produce Shipment, bank fees (including wire fees and charges for insufficient funds), credit check costs, diligence costs, supplies and costs of collection and enforcement of the Company’s rights, including legal fees.

“Company Proceeds” means, with respect to a particular Produce Shipment, the sum of the In-season Payments, the Distribution Fee and the Company Expenses.

“Contract Year” means a 12-month period commencing on the Effective Date and on each anniversary thereof during the term of this Agreement; provided, however, that if the Effective Date is not the first date of a calendar month, then the first Contract Year hereunder shall be the remaining portion of the calendar month beginning on the Effective Date plus the next 12 calendar months thereafter.

“Distribution Agreement” means a distribution agreement entered into from time to time by and between Company and a Distributor.

“Distribution Fee” means a fee payable to Company from the Net Sale Proceeds of each Produce Shipment in an amount equal to the Gross Sales Proceeds multiplied by the Distribution Fee Rate applicable to such Produce Shipment.

Distribution Fee Rate” means the Preliminary Distribution Fee Rate set forth in the Transaction Terms, as adjusted pursuant to Section 3.3 of these Contract Terms.

“Distributor” means a third party that sells and distributes a Produce Shipment for the Company.

“Distributor’s Commission” means the commission payable to a Distributor under a Producer Agreement with respect to the sale and distribution of a Produce Shipment.

“Distributor Deductions” means any and all deductions that a Distributor makes from the Gross Proceeds in accordance with the applicable Producer Agreement or other governing agreement, in addition to the Distributor’s Commission, including taxes, fees, commissions and other amounts paid by the Distributor on account of the sale and distribution of a Produce Shipment.

“Estimated Prevailing Market Price” means for particular Produce either:  (a) a price determined by the Company based on historical sales values published by the United States Department of Agriculture’s Market News website (https://www.marketnews.usda.gov/mnp/fv-home), or any successor or substitute of the foregoing website providing five-year historical index sale values comparable to those currently provided by such website at the time that the Producer agrees to sell such Produce through the Platform, or (b) such other price estimated by the Company to be the prevailing market price in its sole discretion.

 “Final Payment” means the final payment that the Producer is entitled to receive with respect to a Produce Shipment equal to (a) the Net Sale Proceeds for that Produce Shipment, minus (b) the Company Proceeds for that Produce Shipment.

“Gross Sale Proceeds” means the proceeds received by the Distributor for the sale of a Produce Shipment, without deduction of Distributor’s Commissions or Distributor Deductions.

“Initial In-season Payment” means the Initial In-season Payment Ratio multiplied by the underlying Produce’s Estimated Prevailing Market Price.

 “Initial In-season Payment Ratio” means the Initial In-season Payment Ratio (i.e., ratio of Initial In-season Payment to Estimated Prevailing Market Price) set forth in the Transaction Terms.

 “In-season Payments” means, with respect to any Produce Shipment, the Initial In-season Payment plus the Second In-season Payment, if any.

“Net Sale Proceeds” means the proceeds received by Distributor for a Produce Shipment less (a) the Distributor’s Commission for that Produce Shipment, and (b) the Distributor Deductions for that Produce Shipment.

“Platform” means, the software platform and software as a service solution provided by Company to the Producer, Distributor and other parties with respect to Produce Shipments, that enables (a) Produce Shipments to be purchased by Company via the Platform, and (b) all funds owed to the Producer by the Company to be remitted electronically via the Platform.

“Produce” means all products, items and goods, including, but not limited to, fruits, vegetables, grains, root, crops of the forest, in their natural or unprocessed states and in all of their respective varieties, that constitute “perishable agricultural commodities” as defined in the Perishable Agricultural Commodities Act, 1930 (“PACA”) (7 U.S.C. 499a(4)).

“Produce Shipment” means a shipment of Produce (e.g., truckload) purchased by the Company pursuant to this Agreement via the Platform that is designated with the Produce Identification Number set forth in the Transaction Terms.

Producer Agreement” means an agreement between the Producer and a Distributor relating to the sale of a Produce Shipment by Company to Distributor on a fixed or consignment basis for Produce that is shipped directly by Producer to Distributor.

“Repayment Period” means, with respect to each Produce Shipment, the period commencing upon payment by Company of the Initial In-season Payment and ending on a date that the Company receives the Net Sale Proceeds from the Distributor.

“Second In-season Payment” means, with respect to any Produce Shipment, an amount equal to (a) the product of the Second In-season Payment Ratio set forth in the Transaction Terms multiplied by the expected Net Sales Proceeds for that Produce Shipment calculated on the basis of the verified Gross Sales Proceeds, Distributor’s Commission and the Distributor Deductions entered into the Platform by the Distributor after its sale of that Produce Shipment, less (b) the Initial In-season Payment.

End of Contract Terms