Exhibit 10.18
SECOND AMENDMENT TO INVOICE PURCHASE AND SECURITY AGREEMENT
This amendment to the Invoice Purchase and Security Agreement (“Second Amendment”) is made and entered into this 26thday of March 2024 (the “Second Amendment Date”), by and among Stryve Foods, LLC dba Stryve Biltong, Vacadillos, Stryve Foods Company, B. Real Foods, a Texas limited liability company, Braaitime LLC, a Texas limited liability company, Biltong Acquisition Company, LLC dba Biltong USA, a Texas limited liability company, and Kalahari Snacks, LLC, a Texas limited liability company (collectively, together herein referred to as the "Sellers" ) and Alterna Capital Solutions, LLC (“Purchaser”).
WHEREAS, Seller and Purchaser (hereinafter collectively referred to as the “Parties”) entered into that certain Invoice Purchase and Security Agreement (the “Agreement”), dated and effective as of September 28th, 2022.
WHEREAS, the Seller and Purchaser desire to enter into this Amendment in order to amend the Agreement to reflect certain agreed upon changes to the terms of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.22 “Facility Fee” –Seller shall pay $40,000 at the time of the Second Amendment Date. Seller shall pay the Facility Fee of 1.0% of the Maximum Amount on any incremental increases to the Maximum Amount, only for the increased amount. Seller shall additionally pay 1.0% of the Maximum Amount on each anniversary of the Second Amendment Date thereafter.
22 - “Term and Termination Date: This Agreement shall be effective when executed by all of the Parties, shall continue in full force and effect for 24 months thereafter execution of the Second Amendment (the "Term"), and shall be further extended automatically annually (the "Renewal Term"), unless Seller provides written notice of its intention to terminate at least 60 days prior the end of the respective Term or Renewal Term.
22.1 If Seller provides notice of its intent to terminate under Section 22 hereof during the Term and Seller intends to finance or refinance the Obligations with an entity that engages primarily in factoring, then in addition to any other fees or amounts due under this Agreement, Seller agrees that it will pay Purchaser a fee (“Early Termination Fee”) equal to (i) 2% of the Maximum Amount if this Agreement is terminated during the first 12 months of this Agreement, and (ii) 1% of the Maximum Amount if this Agreement is terminated after the first 12 months and Seller provides a sixty (60) day termination notice to the Purchaser prior to the end of the term.
22.2 Purchaser may terminate this Agreement at any time by giving Seller thirty (30) days' prior written notice of termination, whereupon this Agreement shall terminate on the earlier date of thirty (30) days thereafter or the end of the then current Term or Renewal Term, upon which Termination Date Seller shall fully repay to Purchaser all Obligations; provided, that, if such Termination Date occurs as a result of a termination of this Agreement by Purchaser within
ninety (90) days of the date on which the most recent Facility Fee was paid by or on behalf of Seller, the amount to be repaid by Seller pursuant to this Section 2.22 shall be reduced by the pro rata amount of such Facility Fee, in respect of the period from the Termination Date until the next anniversary of the Second Amendment Date.
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IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment on the date set forth above.
SELLER: Stryve Foods, LLC dba Stryve Biltong, Vacadillos, Stryve Foods Company, B. Real Foods
By: Andina Holdings, LLC, its sole Member
By: Stryve Foods, Inc., its Managing Member
By: _________________________________
Name: Robert Alex Hawkins
Title: Chief Financial Officer
Braaitime LLC
By: Stryve Foods, LLC, its sole Member
By: Andina Holdings, LLC its sole Member
By: Stryve Foods, Inc., its Managing Member
By: _________________________________
Name: Robert Alex Hawkins
Title: Chief Financial Officer
Biltong Acquisition Company, LLC dba Biltong USA
By: Stryve Foods, LLC, its sole Member
By: Andina Holdings, LLC its sole Member
By: Stryve Foods, Inc., its Managing Member
By: _________________________________
Name: Robert Alex Hawkins
Title: Chief Financial Officer
Kalahari Snacks, LLC
By: Stryve Foods, LLC, its sole Member
By: Andina Holdings, LLC its sole Member
By: Stryve Foods, Inc., its Managing Member
By: _________________________________
Name: Robert Alex Hawkins
Title: Chief Financial Officer
PURCHASER: Alterna Capital Solutions, LLC
By: _________________________________ Date:
Name: Roger Allen
Title: Chief Operating Officer