landec_8k-042412.htm

by and among

APIO, INC., GREENLINE LOGISTICS, INC. and CAL EX TRADING COMPANY,

as the Grantors,

and

EACH OTHER GRANTOR

FROM TIME TO TIME PARTY HERETO

in favor of

GENERAL ELECTRIC CAPITAL CORPORATION,

as Collateral Agent

SECURITY AGREEMENT, dated as of April 23, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by APIO, INC., a Delaware corporation (“Apio”), GREENLINE LOGISTICS, INC., an Ohio corporation (“GL Logistics”), and CAL EX TRADING COMPANY, a Delaware corporation (“Cal Ex”; together with Apio, collectively, the “Grantors”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), as collateral agent (in such capacity, together with its successors and assigns, “Collateral Agent”) for Lender (as defined below) and each other Secured Party (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to the Loan Agreement dated as of April 23, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Apio, Apio Cooling A California Limited Partnership, GreenLine Foods, Inc. and GreenLine South Carolina Properties, LLC (collectively, the “Borrowers”), GE Capital, as lender (together with its successors and assigns, “Lender”) and Collateral Agent, Lender has agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, Landec Corporation (“Parent”) and GreenLine Holding Company (“GHC”) have agreed to guarantee the Obligations (as defined in the Loan Agreement) of each Borrower;

WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Loan Agreement; and

WHEREAS, it is a condition precedent to the obligation of Lender to make its extensions of credit to the Borrowers under the Loan Agreement that the Grantors shall have executed and delivered this Agreement to Collateral Agent.

NOW, THEREFORE, in consideration of the premises and to induce Lender and Collateral Agent to enter into the Loan Agreement and to induce Lender to make its extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with Collateral Agent as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Definitions. (a) Capital terms used herein without definition are used as defined in the Loan Agreement and Exhibit A hereto.

(b) The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “account”, “account debtor”, “as-extracted collateral”, “certificated security”, “chattel paper”, “commercial tort claim”, “commodity contract”, “deposit account”, “documents”, “electronic chattel paper”, “equipment”, “farm products”, “fixture”, “general intangible”, “goods”, “health-care-insurance receivable”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record”, “securities account”, “security”, “supporting obligation” and “tangible chattel paper”.

“Cash Collateral Account” means a deposit account or securities account subject, in each instance, to a Control Agreement.

“Collateral” has the meaning specified in Section 3.1.

“Controlled Securities Account” means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement.

“Excluded Property” means, collectively, (i) any permit or license or any Contractual Obligation entered into by any Grantor (A) that prohibits or requires the consent of any Person other than a Borrower and its Affiliates which has not been obtained as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law, (iii) Property owned by any Grantor that is subject to a purchase money Lien or a Capital Lease permitted under the Credit Agreement if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital Lease) prohibits or requires the consent of any Person other than a Borrower and its Affiliates which has not been obtained as a condition to the creation of any other Lien on such equipment and (iv) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); provided, however, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property).

“Guaranteed Obligations” means, collectively, the liabilities, obligations, covenants and duties owing by any Guarantor to Collateral Agent or Lender under the Guaranty and this Agreement.

“Guarantor” means, (i) with respect to the Guaranty, each of Parent and GreenLine Holding Company, and (ii) with respect to this Agreement, each of Cal Ex and GL Logistics.

“Guaranty” means the Guaranty of even date herewith made by the Guarantors for the benefit of Collateral Agent and Lender.

“Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to Internet domain names.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of even date herewith between Revolver Agent and Collateral Agent.

“Material Intellectual Property” means Intellectual Property that is owned by or licensed to a Grantor and material to the conduct of any Grantor’s business.

“Pledged Certificated Stock” means all certificated securities and any other Stock or Stock Equivalent of any Person evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time. Pledged Certificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts.

“Pledged Collateral” means, collectively, the Pledged Stock and the Pledged Debt Instruments.

“Pledged Debt Instruments” means all right, title and interest of any Grantor in instruments evidencing any Indebtedness owed to such Grantor or other obligations owed to such Grantor and any distribution of property made on, in respect of or in exchange for the foregoing from time to time issued by the obligors named therein. Pledged Debt Instruments excludes any Cash Equivalents that are not held in Controlled Securities Accounts.

“Pledged Investment Property” means any investment property of any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, other than any Pledged Stock or Pledged Debt Instruments. Pledged Investment Property excludes any Cash Equivalents that are not held in Controlled Securities Accounts.

“Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock.

“Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Organizational Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time to the extent such interests are not certificated. Pledged Uncertificated Stock excludes any Excluded Property and any Cash Equivalents that are not held in Controlled Securities Accounts.

“Property” has the meaning assigned to such term in the Revolver Credit Agreement.

“Revolver Agent” means GE Capital, as agent under the Revolver Security Agreement.

“Revolver Credit Agreement” means that certain Credit Agreement dated as of April 23, 2012 among the Grantors, each lender from time to time a party thereto and Revolver Agent, as amended, modified and restated from time to time in accordance with the terms thereof.

“Revolver Security Agreement” means that certain Guaranty and Security Agreement dated as of April 23, 2012 among the Grantors, each other grantor from time to time a party thereto and Revolver Agent, as amended, modified and restated from time to time in accordance with the terms thereof.

“Secured Obligations” is a collective reference to (a) the a portion of the Obligations related to the Bridge Note and (b) the Guaranteed Obligations related to the Bridge Note.

“Secured Party” means, collectively, Collateral Agent and Lender.

“Software” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of Collateral Agent’s or any other Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions.

“Vehicles” means all vehicles covered by a certificate of title law of any state.

Section 1.2 Certain Other Terms.

(a) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement. References herein to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to such Grantor’s Collateral or any relevant part thereof.

(b) Other Interpretive Provisions.

(i) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(ii) Certain Common Terms. The term “including” is not limiting and means “including without limitation.”

(iii) Performance; Time. Whenever any performance obligation hereunder (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

(iv) Contracts. Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

(v) Laws. References to any statute or regulation are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

ARTICLE II

GUARANTY

Section 2.1 Guaranty. To induce Lender to make the Loan and each other Secured Party to make credit available to or for the benefit of one or more Grantors, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Obligations of each Borrower whether existing on the date hereof or hereinafter incurred or created (the “Guaranteed Obligations”). This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection.

Section 2.2 Limitation of Guaranty. Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

Section 2.3 Contribution. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from the Loan and other Obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by a Borrower that received the benefit of the funds advanced that constituted Guaranteed Obligations) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date.

Section 2.4 Authorization; Other Agreements. The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following:

(a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document;

(b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents;

(d) (i) sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with a Borrower or any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and

(e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

Section 2.5 Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by Agent):

(a) the invalidity or unenforceability of any obligation of a Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;

(b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from a Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;

(c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;

(d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against a Borrower, any other Guarantor or any of a Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;

(e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or

(f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of a Borrower, any other Guarantor or any other Subsidiary of a Borrower, in each case other than the payment in full of the Guaranteed Obligations.

Section 2.6 Waivers. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of a Borrower or any other Guarantor. Until the Obligations have been repaid in full in cash, each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against a Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Credit Party or set off any of its obligations to such other Credit Party against obligations of such Credit Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance.

Section 2.7 Reliance. Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of each Borrower, each other Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each Guarantor hereby agrees that no Secured Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular business routine, (b) disclose any information that such Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other information to any Guarantor.

ARTICLE III

GRANT OF SECURITY INTEREST

Section 3.1 Collateral. For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”:

(a) all accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, instruments, inventory, investment property, letter of credit rights and any supporting obligations related to any of the foregoing;

(b) [Intentionally Omitted.];

(d) all property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash;

(e) all other goods (including but not limited to fixtures) and personal property of such Grantor, whether tangible or intangible and wherever located; and

(f) to the extent not otherwise included, all proceeds of the foregoing;

Section 3.2 Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to Collateral Agent for the benefit of the Secured Parties, and grants to Collateral Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided, further, that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein. Each such Grantor hereby represents and warrants that the Excluded Property, when taken as a whole, is not material to the business operations or financial condition of the Grantors, taken as a whole.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce Lender and Collateral Agent to enter into the Loan Documents, each Grantor hereby represents and warrants each of the following to Collateral Agent, Lender and the other Secured Parties:

Section 4.1 Title; No Other Liens. Except for the Lien granted to Collateral Agent pursuant to this Agreement and the other Permitted Liens (except for those Permitted Liens not permitted to exist on any Collateral) under any Loan Document (including Section 4.2), such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien.

Section 4.2 Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of Collateral Agent in all Collateral to which a security interest may be perfected by filing a financing statement under the UCC.

Section 4.3 Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (a) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) and (b) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms.

(b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to Revolver Agent in accordance with the Revolver Security Agreement.

(c) Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Section 4.4 Instruments and Tangible Chattel Paper Formerly Accounts. No amount payable to such Grantor under or in connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to Revolver, properly endorsed for transfer, to the extent delivery is required by the Revolver Security Agreement.

Section 4.5 Intellectual Property. On the Closing Date, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, and no Material Intellectual Property has been abandoned. No breach or default of any material IP License shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property: (i) the consummation of the transactions contemplated by any Loan Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority. There are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any Material Intellectual Property of such Grantor. To such Grantor’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Grantor. Such Grantor, and to such Grantor’s knowledge each other party thereto, is not in material breach or default of any material IP License.

Section 4.6 Commercial Tort Claims. There are no commercial tort claims of any Grantor existing on the date hereof (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims).

Section 4.7 Specific Collateral. None of the Collateral is or is proceeds or products of as-extracted collateral, health-care-insurance receivables or timber to be cut.

Section 4.8 Enforcement. No Permit, notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by Collateral Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally or any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral.

ARTICLE V

[INTENTIONALLY OMITTED.]

ARTICLE VI

REMEDIAL PROVISIONS

Section 6.1 Code and Other Remedies. (a) UCC Remedies. During the continuance of an Event of Default, Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation, all rights and remedies of a secured party under the UCC or any other applicable law.

(b) [Intentionally Omitted.]

(d) Application of Proceeds. Collateral Agent shall apply the cash proceeds of any action taken by it pursuant to this Section 6.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of Collateral Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, as set forth in the Loan Agreement, and only after such application and after the payment by Collateral Agent of any other amount required by any Requirement of Law, need Collateral Agent account for the surplus, if any, to any Grantor.

(e) Direct Obligation. Neither Collateral Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor, any other Loan Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of Collateral Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Collateral Agent or any other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

(f) Commercially Reasonable. To the extent that applicable Requirements of Law impose duties on Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Collateral Agent to do any of the following:

(i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Collateral Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition;

(ii) fail to obtain Permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral;

(iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral;

(iv) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral;

(v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;

(vi) dispose of assets in wholesale rather than retail markets;

(vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or

(viii) purchase insurance or credit enhancements to insure Collateral Agent against risks of loss, collection or disposition of any Collateral or to provide to Collateral Agent a guaranteed return from the collection or disposition of any Collateral.

Each Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed to grant any rights to any Grantor or to impose any duties on Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1.

(g) IP Licenses. For the purpose of enabling Collateral Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Collateral Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Section 6.2 Accounts and Payments in Respect of General Intangibles. (a) If required by Collateral Agent at any time during the continuance of an Event of Default, any payment of accounts or payment in respect of general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Collateral Agent, in a Cash Collateral Account, subject to withdrawal by Collateral Agent as provided in Section 6.4. Until so turned over, such payment shall be held by such Grantor in trust for Collateral Agent, segregated from other funds of such Grantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(b) [Intentionally Omitted.]

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an account or a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

Section 6.3 [Intentionally Omitted.]

Section 6.4 Proceeds to be Turned over to and Held by Collateral Agent. Unless otherwise expressly provided in the Loan Agreement or this Agreement, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to Collateral Agent in the exact form received (with any necessary endorsement). All such proceeds of Collateral and any other proceeds of any Collateral received by Collateral Agent in cash or Cash Equivalents shall be held by Collateral Agent in a Cash Collateral Account. All proceeds being held by Collateral Agent in a Cash Collateral Account (or by such Grantor in trust for Collateral Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Loan Agreement.

Section 6.5 Sale of Pledged Collateral. (a) Each Grantor recognizes that Collateral Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or under applicable state securities laws even if such issuer would agree to do so.

(b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral pursuant to Section 6.1 and this Section 6.5 valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained herein will cause irreparable injury to Collateral Agent and other Secured Parties, that Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained herein shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Loan Agreement. Each Grantor waives any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Collateral by Collateral Agent.

Section 6.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of any Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by Collateral Agent or any other Secured Party to collect such deficiency.

ARTICLE VII

COLLATERAL AGENT

Section 7.1 Collateral Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes and appoints Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following when an Event of Default shall be continuing:

(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and have recorded any document that Collateral Agent may request to evidence, effect, publicize or record Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Loan Agreement (including all or any part of the premiums therefor and the costs thereof);

(iv) execute, in connection with any sale provided for in Section 6.1 or 6.5, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or

(v) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to Collateral Agent or as Collateral Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as Collateral Agent may deem appropriate, (G) assign any Intellectual Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, assign, convey, transfer or grant a Lien on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes and do, at Collateral Agent’s option, at any time or from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do.

(vi) If any Grantor fails to perform or comply with any Contractual Obligation contained herein, Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation.

(b) The expenses of Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with interest thereon at a rate of the lesser of 12% per annum or the highest rate permitted by law, from the date of payment by Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Collateral Agent on demand.

(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Section 7.2 Authorization to File Financing Statements. Each Grantor authorizes Collateral Agent, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as Collateral Agent reasonably determines appropriate to perfect the security interests of Collateral Agent under this Agreement, and such financing statements and amendments may described the Collateral covered thereby as “all assets of the debtor”. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. Such Grantor also hereby ratifies its authorization for Collateral Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof.

Section 7.3 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of Collateral Agent under this Agreement with respect to any action taken by Collateral Agent or the exercise or non-exercise by Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between Collateral Agent and the other Secured Parties, be governed by the Loan Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between Collateral Agent and the Grantors, Collateral Agent shall be conclusively presumed to be acting as Collateral Agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority.

Section 7.4 Duty; Obligations and Liabilities. (a) Duty of Collateral Agent. Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as Collateral Agent deals with similar property for its own account. The powers conferred on Collateral Agent hereunder are solely to protect Collateral Agent’s interest in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers shall not be responsible to any Grantor for any act or failure to act hereunder, except for its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. In addition, Collateral Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by Collateral Agent in good faith.

(b) Obligations and Liabilities with respect to Collateral. No Secured Party shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on Collateral Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or Collateral Agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Reinstatement. Each Grantor agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, any Lien or other Collateral securing such Grantor’s liability hereunder shall have been released or terminated by virtue of the foregoing, such Lien, other Collateral or provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing such obligation or the amount of such payment.

Section 8.2 Release of Collateral. Upon the earlier to occur of (a) repayment in full of all obligations under the Bridge Note, provided that no Event of Default has occurred and is continuing, and (b) repayment in full of all obligations under Revolver Credit Agreement, termination of all commitments thereunder and the release of the Collateral pursuant to Section 8.10(b)(iii) of the Revolver Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors without affecting any collateral or rights and remedies of Collateral Agent under any other Loan Document. Each Grantor is hereby authorized to file UCC amendments at such time evidencing the termination of the Liens on the Collateral so released pursuant to this Section so long as such Collateral does include the Real Estate Collateral or the Equipment Facility Collateral. At the request of any Grantor following any such termination, Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

Section 8.3 Independent Obligations. The obligations of each Grantor hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations. If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of Default, Collateral Agent may, at its sole election, proceed directly and at once, without notice, against any Grantor and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without first proceeding against any other Grantor, any other Loan Party or any other Collateral and without first joining any other Grantor or any other Loan Party in any proceeding.

Section 8.4 No Waiver by Course of Conduct. No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

Section 8.5 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in writing signed by Grantors and the Collateral Agent.

Section 8.6 [Intentionally Omitted.]

Section 8.7 Notices. All notices, requests and demands to or upon Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 11.03 of the Loan Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrowers’ notice address set forth in Annex I to the Loan Agreement.

Section 8.8 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of each Secured Party and their successors and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of Collateral Agent.

Section 8.9 Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or by Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

Section 8.10 Severability. Any provision of this Agreement being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such provision in any other jurisdiction.

Section 8.11 Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

Section 8.12 Prior Lien; Intercreditor Agreement. Collateral Agent acknowledges and agrees that Revolver Agent has a prior first priority Lien on all Collateral other than the Real Estate Collateral. To the extent that any provision herein is contrary to the terms and provisions of the Intercreditor Agreement, the terms and provisions of the Intercreditor Agreement shall control unless the Intercreditor Agreement has been terminated in accordance with the terms thereof.

Section 8.13 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

	APIO, INC., a Delaware corporation, as a Grantor

	By:	/s/ Gregory S. Skinner
		Name: Gregory S. Skinner
		Title: Vice President

	CAL EX TRADING COMPANY, a Delaware corporation, as a Grantor

	By:	/s/ Gregory S. Skinner
		Name: Gregory S. Skinner
		Title: Vice President

[Signature Page to Security Agreement]

	GREEN LOGISTICS, INC., an Ohio corporation, as a Grantor

	By:	/s/ Gregory S. Skinner
		Name: Gregory S. Skinner
		Title: Treasurer

[Signature Page to Security Agreement]

ACCEPTED AND AGREED

as of the date first above written:

GENERAL ELECTRIC CAPITAL CORPORATION,

as Collateral Agent

By: /s/ Richard S. Hulit

Name: Richard S. Hulit

Title: Transaction and Syndication Manager

[Signature Page to Security Agreement]

EXHIBIT A TO SECURITY AGREEMENT

“Affiliate” means, with respect to any Person, each officer, director, general partner or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Secured Party shall be an Affiliate of any Loan Party or of any Subsidiary of any Loan Party solely by reason of the provisions of the Loan Documents. For purposes of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, ten percent (10%) or more of the voting Stock of such Person (either directly or through the ownership of Stock Equivalents) or (b) the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clause (a), (b), (c) or (d) shall not exceed 365 days.

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person, with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

“Contractual Obligations” means, as to any Person, any provision of any security (whether in the nature of Stock, Stock Equivalents or otherwise) issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound or to which any of its Property is subject.

“Control Agreement” means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance satisfactory to Revolver Agent, among Revolver Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to Revolver Agent.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Indebtedness” of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services (other than trade payables entered into in the Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (h) all indebtedness referred to in clauses (a) through (g) secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (i) all Contingent Obligations described in clause (a) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (i).

“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.

“Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to internet domain names.

“IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses (including those incurred upon any appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

“Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Permitted Liens” means

(a) any Lien existing on the Property of a Loan Party or a Subsidiary of a Loan Party on the Closing Date and set forth in Schedule 5.1 to the Revolver Credit Agreement securing Indebtedness outstanding on such date, including replacement Liens on the Property currently subject to such Liens securing Indebtedness;

(b) any Lien created under any Loan Document;

(c) Liens for taxes, fees, assessments or other governmental charges which are not past due or remain payable without penalty, or Liens for Contested Taxes;

(d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business (including the interest of the suppliers of a Loan Party’s Inventory as addressed by the PACA Reserve) which are not past due or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

(e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;

(f) Liens consisting of judgment or judicial attachment liens (other than for payment of taxes, assessments or other governmental charges), provided that the enforcement of such Liens is effectively stayed and all such Liens secure claims in the aggregate at any time outstanding for the Loan Parties and their Subsidiaries not exceeding $350,000;

(g) easements, rights-of-way, covenants, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Loan Party or any Subsidiary of any Loan Party;

(h) Liens on any Property acquired or held by any Loan Party or any Subsidiary of any Loan Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 5.5(d) of the Revolver Credit Agreement; provided that (i) any such Lien attaches to such Property concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed one hundred percent (100%) of the cost of such Property;

(i) Liens securing Capital Lease Obligations permitted under Section 5.5(d) of the Revolver Credit Agreement;

(j) any interest or title of a lessor or sublessor under any lease permitted by the Revolver Credit Agreement;

(k) Liens arising from the filing of precautionary uniform commercial code financing statements with respect to any lease permitted by the Revolver Credit Agreement;

(l) non-exclusive licenses and sublicenses granted by a Loan Party and leases or subleases (by a Loan Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries;

(m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under 4-208 of the Uniform Commercial Code;

(n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits;

(o) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; and

(p) any Lien created under the Equipment Facility Documents or the Revolving Facility Documents.

“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Requirement of Law” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent (50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.

“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.

“Trademark” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

General Electric Capital Corporation,

230 Schilling Circle

Suite 300

Hunt Valley, MD 21031

THIS GUARANTY (this “Guaranty”), dated as of April 23, 2012, by LANDEC CORPORATION, a Delaware corporation (“Landec”), and GREENLINE HOLDING COMPANY, a Delaware corporation (“GreenLine Holding”; Landec and GreenLine Holding may be referred to herein individually as “Guarantor” and collectively as “Guarantors”), is provided in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as lender (herein, with its participants, successors and assigns, “Lender”) and as collateral agent (herein, with its participants, successors and assigns, “Collateral Agent”). If more than one Guarantor has entered into this Guaranty, the obligations of each Guarantor under this Guaranty shall be joint and several and any reference below to “Guarantor” shall mean each such Guarantor.

To induce Lender, to extend credit pursuant to that certain Loan Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), the other Loan Documents (as defined in the Loan Agreement) and all documents, instruments and agreements executed in connection therewith (collectively, the “Transaction Documents”) to or for the account of Apio, Inc., a Delaware corporation (“Apio”), GreenLine Foods, Inc., an Ohio corporation (“GreenLine Foods”), and GreenLine South Carolina Properties, LLC, an Ohio limited liability company (“GreenLine SC”; Apio, GreenLine Foods and GreenLine SC may be referred to herein as “Borrower” and collectively as “Borrowers”), but without in any way binding Lender to do so, Guarantors, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby absolutely, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, the due regular and punctual payment of any sum or sums of money which any Borrower may owe to Lender or Collateral Agent now or at any time hereafter, whether evidenced by a Transaction Document, on open account or otherwise, and whether it represents principal, interest (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), late charges, indemnities, an original balance, an accelerated balance, liquidated damages, a balance reduced by partial payment, a deficiency after sale or other disposition of any equipment, collateral or security, or any other type of sum of any kind whatsoever that any Borrower may owe to Lender or Collateral Agent now or at any time hereafter, and does hereby further guarantee to Lender and Collateral Agent the due, regular and punctual performance of any other duty or obligation of any kind or character whatsoever that any Borrower may owe to Lender or Collateral Agent now or at any time hereafter arising from or relating to (directly or indirectly) any and all Transaction Documents (all such payment and performance obligations being collectively referred to as the “Obligations”). The definition of “Obligations” does not include any payment and performance obligations arising solely under the Revolving Facility Documents. Guarantors do hereby further guarantee to pay within ten (10) days after written demand all losses, costs, attorneys’ fees and expenses which may be suffered by Lender or Collateral Agent by reason of the occurrence of any Default or Event of Default (each as defined in the Loan Agreement) or default of any Guarantor. All payments made under this Guaranty shall be paid to Lender or Collateral Agent, as the case may be, in immediately available funds without set-off or counterclaim consistent with Lender’s or Collateral Agent’s payment policy, generally by check or wire transfer drawn on a bank account located in the United States in the name of Guarantors and not by currency, money orders or travelers checks.

This Guaranty is a guaranty of prompt payment and performance (and not merely a guaranty of collection). Nothing herein shall require Lender or Collateral Agent to first seek or exhaust any remedy against any Borrower, its successors and assigns, or any other person obligated with respect to the Obligations, or to first foreclose, exhaust or otherwise proceed against any leased equipment, collateral or security which may be given in connection with the Obligations. It is agreed that Lender and Collateral Agent may, upon any breach or default of any Borrower or at any time thereafter, make demand upon any Guarantor and receive payment and performance of the Obligations, with or without notice or demand for payment or performance by any Borrower, its successors or assigns, or any other person. Suit may be brought and maintained against any Guarantor, at Lender’s or Collateral Agent’s election, without joinder of any Borrower or any other person as parties thereto. The obligations of each signatory to this Guaranty, and any other guarantor of the Obligations, shall be joint and several. Without limiting the generality of the foregoing, each representation, warranty, covenant and/or other undertaking by any Guarantor hereunder shall be deemed to have been made jointly and severally by each of the undersigned. A separate action or actions may be brought against any one of the undersigned parties whether or not an action is brought against any of the other undersigned parties. Notices hereunder required to be provided to Guarantors shall be effective if provided to any one of the undersigned parties, and any consent by Guarantors shall be effective if provided by any one of the undersigned parties.

Each Guarantor agrees that such Guarantor’s obligations under this Guaranty shall be primary, absolute, continuing and unconditional, irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of such Guarantor) and each Guarantor hereby affirmatively and irrevocably waives as a defense to the payment or performance of obligations hereunder each and every one of the following defenses: (a) the genuineness, validity, regularity and enforceability of the Transaction Documents or any other document; (b) any extension, renewal, amendment, change, waiver or other modification of the Transaction Documents or any other document; (c) the absence of, or delay in, any action to enforce the Transaction Documents, this Guaranty or any other document; (d) Lender’s or Collateral Agent’s failure or delay in obtaining any other guaranty of the Obligations (including, without limitation, Lender’s or Collateral Agent’s failure to obtain the signature of any other guarantor hereunder); (e) the release of, extension of time for payment or performance by, or any other indulgence granted to any Borrower or any other person with respect to the Obligations by operation of law or otherwise; (f) the existence, value, condition, loss, subordination or release (with or without substitution) of, or failure to have title to or perfect and maintain a security interest in, or the time, place and manner of any sale or other disposition of any leased equipment, collateral or security given in connection with the Obligations, or any other impairment (whether intentional or negligent, by operation of law or otherwise) of the rights of any Guarantor; (g) any Borrower’s voluntary or involuntary bankruptcy, insolvency, assignment for the benefit of creditors, reorganization, or similar proceedings affecting such Borrower or any of its assets; (h) any merger or consolidation of any Borrower, any change in control of any Borrower or any sale of all or substantially all of the assets of any Borrower; or (i) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of an obligor, surety or guarantor.

This Guaranty, the Transaction Documents and the Obligations may be assigned by Lender and Collateral Agent, without the consent of any Guarantor. Each Guarantor agrees that if such Guarantor receives written notice of an assignment from Lender or Collateral Agent, such Guarantor will pay all amounts due hereunder to such assignee or as instructed by Lender or Collateral Agent, as the case may be. Each Guarantor also agrees to acknowledge and confirm in writing any such assignment in form and content as may be reasonably requested by assignee. Each Guarantor hereby waives and agrees not to assert against any such assignee any of the defenses set forth in the immediate preceding paragraph. Guarantors may not assign, transfer or delegate any of Guarantors’ rights, duties or obligations under this Guaranty without the prior written consent of Lender and Collateral Agent.

This Guaranty may be terminated upon delivery to Lender and Collateral Agent (at Lender’s and Collateral Agent’s notice address shown above, as the same may from time to time be changed in accordance with the notice provisions of this Guaranty) of a written termination notice from Guarantors. However, as to all Obligations (whether matured, unmatured, absolute, liquidated, contingent or otherwise) incurred by any Borrower prior to Lender’s and Collateral Agent’s receipt of such written termination notice (and regardless of any subsequent amendment, extension or other modification which may be made with respect to such Obligations), this Guaranty shall nevertheless continue and remain undischarged until all such Obligations are indefeasibly paid and performed in full.

Each Guarantor agrees that this Guaranty shall remain in full force and effect or be reinstated (as the case may be) if at any time payment or performance of any of the Obligations (or any part thereof) is rescinded, reduced or must otherwise be restored or returned by Lender or Collateral Agent, all as though such payment or performance had not been made. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Lender or Collateral Agent shall be prohibited from exercising any of Lender’s or Collateral Agent’s rights or remedies against any Borrower or any other person or against any property, then, as between Lender or Collateral Agent and Guarantors, such prohibition shall be of no force and effect, and Lender and Collateral Agent shall have the right to make demand upon, and receive payment from, any Guarantor of all amounts and other sums that would be due to Lender or Collateral Agent upon a default with respect to the Obligations.

Notice of acceptance of this Guaranty and of any default by any Borrower or any other person is hereby waived. Presentment, protest demand, and notice of protest, demand and dishonor of any of the Obligations, and the exercise of possessory, collection or other remedies for the Obligations, are hereby waived. Each Guarantor warrants that such Guarantor has adequate means to obtain from Borrowers on a continuing basis financial data and other information regarding Borrowers and is not relying upon Lender or Collateral Agent to provide any such data or other information. Without limiting the foregoing, notice of adverse change in any Borrower’s financial condition or of any other fact which might materially increase the risk of any Guarantor is also waived. All settlements, compromises, accounts stated and agreed balances made in good faith between any Borrower, its successors or assigns, and Lender or Collateral Agent shall be binding upon and shall not affect the liability of Guarantors.

Payment of all amounts now or hereafter owed to any Guarantor by any Borrower or any other obligor for any of the Obligations is hereby subordinated in right of payment to the indefeasible payment in full to Lender and Collateral Agent of all Obligations and is hereby assigned to Lender as a security therefor. Each Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against any Borrower, any other obligor for any of the Obligations, any collateral therefor, or any other assets of any Borrower or any such other obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect of sums paid or payable to Lender or Collateral Agent by any Guarantor, and each Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which such Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by, or collected or due from, such Guarantor, any Borrower or any other obligor for any of the Obligations, or realized from any of their respective assets.

EACH GUARANTOR HEREBY UNCONDITIONALLY WAIVES SUCH GUARANTOR’S RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS GUARANTY, THE OBLIGATIONS GUARANTEED HEREBY, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN SUCH GUARANTOR AND LENDER OR COLLATERAL AGENT RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN SUCH GUARANTOR AND LENDER OR COLLATERAL AGENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY, THE OBLIGATIONS GUARANTEED HEREBY, OR ANY RELATED DOCUMENTS. IN THE EVENT OF LITIGATION, THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

As used in this Guaranty: a) the word “person” shall include any individual, corporation, partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization, or any government or any political subdivision thereof; and b) the word “entity” shall mean any corporation, partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization, or any government or any political subdivision thereof (but shall not mean an individual).

This Guaranty is intended by the parties as a final expression of the guaranty of Guarantors and is also intended as a complete and exclusive statement of the terms thereof. No course of dealing, course of performance or trade usage, nor any parol evidence of any kind, shall be used to supplement or modify any of the terms hereof, nor are there any conditions to the full effectiveness of this Guaranty. This Guaranty and each of its provisions may only be waived, modified, varied, released, terminated or surrendered, in whole or in part, by a duly authorized written instrument signed by Lender and Collateral Agent. No failure by Lender or Collateral Agent to exercise Lender’s or Collateral Agent’s rights hereunder shall give rise to any estoppel against Lender or Collateral Agent, or excuse any Guarantor from performing hereunder. Lender’s and Collateral Agent’s waiver of any right to demand performance hereunder shall not be a waiver of any subsequent or other right to demand performance hereunder. The rights and remedies of Lender and Collateral Agent hereunder are cumulative and nonexclusive of any other rights and remedies that Lender or Collateral Agent may have under any other agreement or at law or in equity and may be exercised individually or concurrently, any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE). This Guaranty shall bind Guarantors’ successors and assigns and the benefits thereof shall extend to and include Lender’s and Collateral Agent’s successors and assigns. Each Guarantor will deliver to Lender such Guarantor’s complete financial statements, certified by a recognized firm of certified public accountants, within ninety (90) days of the close of each fiscal year of such Guarantor. Each Guarantor will deliver to Lender copies of such Guarantor’s quarterly financial reports certified by such Guarantor’s chief financial officer, within ninety (90) days after the close of each fiscal quarter of such Guarantor and copies of such Guarantor’s most current tax returns. As applicable, each Guarantor will deliver to Lender copies of all Forms 10-K and 10-Q, if any, within 30 days after the dates on which they are filed with the Securities and Exchange Commission (it being understood that to the extent the same are properly filed on EDGAR they shall be deemed delivered to Lender on the date on which the same are filed on EDGAR). In addition, upon the occurrence and during the continuance of a Default or an Event of Default (each as defined in the Loan Agreement), Lender and Collateral Agent may, during normal business hours and upon reasonable advance notice to Guarantors, inspect Guarantors’ financial and accounting records. Moreover, documents required to be delivered by Landec pursuant to this paragraph (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date (i) on which Landec posts such documents, or provides a link thereto on Landec’s website on the internet at the website address “www.landec.com” (or any successor page notified to Collateral Agent); or (ii) on which such documents are posted on Landec’s behalf on an Internet or intranet website, if any, to which Lender has access.

Each Guarantor hereby represents and warrants to Lender and Collateral Agent as of the date hereof that (i) such Guarantor is duly organized and validly existing under the laws of its state of incorporation or formation, as applicable, and has full corporate (or similar) power to enter into this Guaranty and to perform its obligations hereunder; (ii) such Guarantor’s execution, delivery and performance hereof does not and will not violate any judgment, order or law applicable to such Guarantor, or constitute a breach of or default under any indenture, mortgage, deed of trust, or other agreement entered into by such Guarantor with such Guarantor’s creditors or any other party; (iii) no approval, consent or withholding of objections is required from any governmental authority or any other entity with respect to the execution, delivery and performance by such Guarantor of this Guaranty; (iv) this Guaranty constitutes a valid, legal and binding obligation of such Guarantor, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability; (v) there are no proceedings presently pending or threatened against such Guarantor which will impair such Guarantor’s ability to perform under this Guaranty; (vi) all financial statements delivered to Lender in connection with this Guaranty have been (and will be) prepared in accordance with generally accepted accounting principles and since the date of such Guarantor’s most recent financial statement, there has been no material adverse change in the financial condition of such Guarantor; (vii) it is to the benefit of such Guarantor to execute this Guaranty; (viii) the benefit to such Guarantor is reasonably worth the obligations hereby guaranteed; and (ix) such Guarantor is and will remain in full compliance with all laws and regulations applicable to such Guarantor, including, without limitation, such Guarantor neither is nor shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders.

If any provisions of this Guaranty are in conflict with any applicable statute, rule or law, then such provisions shall be deemed null and void to the extent that they may conflict therewith, but without invalidating any other provisions hereof.

EACH GUARANTOR IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK TO HEAR AND DETERMINE ANY SUIT, ACTION OR PROCEEDING AND TO SETTLE ANY DISPUTES, WHICH MAY ARISE OUT OF OR IN CONNECTION HEREWITH AND WITH THE TRANSACTION DOCUMENTS (COLLECTIVELY, THE “PROCEEDINGS”), AND EACH GUARANTOR FURTHER IRREVOCABLY WAIVES ANY RIGHT SUCH GUARANTOR MAY HAVE TO REMOVE ANY SUCH PROCEEDINGS FROM ANY SUCH COURT (EVEN IF REMOVAL IS SOUGHT TO ANOTHER OF THE ABOVE-NAMED COURTS). EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION WHICH SUCH GUARANTOR MIGHT NOW OR HEREAFTER HAVE TO THE ABOVE-NAMED COURTS BEING NOMINATED AS THE EXCLUSIVE FORUM TO HEAR AND DETERMINE ANY SUCH PROCEEDINGS AND AGREES NOT TO CLAIM THAT SUCH GUARANTOR IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON WHATSOEVER, THAT SUCH GUARANTOR OR SUCH GUARANTOR’S PROPERTY IS IMMUNE FROM LEGAL PROCESS FOR ANY REASON WHATSOEVER, THAT ANY SUCH COURT IS NOT A CONVENIENT OR APPROPRIATE FORUM IN EACH CASE WHETHER ON THE GROUNDS OF VENUE OR FORUM NON-CONVENIENS OR OTHERWISE. EACH GUARANTOR ACKNOWLEDGES THAT BRINGING ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY COURT OTHER THAN THE COURTS SET FORTH ABOVE WILL CAUSE IRREPARABLE HARM TO LENDER AND COLLATERAL AGENT WHICH COULD NOT ADEQUATELY BE COMPENSATED BY MONETARY DAMAGES, AND, AS SUCH, EACH GUARANTOR AGREES THAT, IN ADDITION TO ANY OF THE REMEDIES TO WHICH LENDER AND COLLATERAL AGENT MAY BE ENTITLED AT LAW OR IN EQUITY, LENDER AND COLLATERAL AGENT WILL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS (WITHOUT THE POSTING OF ANY BOND AND WITHOUT PROOF OF ACTUAL DAMAGES) TO ENJOIN THE PROSECUTION OF ANY SUCH PROCEEDINGS IN ANY OTHER COURT. Notwithstanding the foregoing, Lender and Collateral Agent shall have the right to apply to a court of competent jurisdiction in the United States of America or abroad for equitable relief as is necessary to preserve, protect and enforce Lender’s and Collateral Agent’s rights under this Guaranty and the Transaction Documents, including, but not limited to orders of attachment or injunction necessary to maintain the status quo pending litigation or to enforce judgments against Guarantors, Borrowers or the collateral pledged to Lender or Collateral Agent pursuant to any Transaction Document or to gain possession of any asset or such collateral subject of the Transaction Documents.

All notices to be given in connection with this Guaranty shall be in writing, shall be addressed to the parties at their respective notice addresses set forth in this Guaranty (unless and until a different address may be specified in a written notice to the other party or parties), and shall be deemed given: (i) on the date of receipt if delivered by hand; (ii) on the next business day after being sent by overnight courier service; and (iii) on the third business day after being sent by regular, registered, certified mail

EACH PERSON SIGNING ON BEHALF OF EACH GUARANTOR REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO SIGN ON BEHALF OF SUCH GUARANTOR AND BY SO SIGNING TO BIND SUCH GUARANTOR HEREUNDER.

This Guaranty may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Guaranty by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF, this Guaranty is executed the day and year above written.

	LANDEC CORPORATION, as Guarantor

	By:	/s/ Gregory S. Skinner
	Name:	Gregory S. Skinner
	Title:	Chief Financial Officer

	0-27446		94-3025618
	(Commission file number)		(IRS Employer Identification No.)

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit Number		Description
2.1		Stock Purchase Agreement dated April 23, 2012 by and among Apio, Inc., GreenLine Holding Company, and the 2003 Riverside Capital Appreciation Fund, L.P., and the 2003 Riverside Capital Appreciation Fund (QC), L.P. (exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request)

10.1		Credit Agreement dated April 23, 2012 by and among Apio, Inc., Cal Ex Trading Company, GreenLine Logistics, Inc. and General Electric Capital Corporation

10.2		Guaranty and Security Agreement dated April 23, 2012 by and among Apio, Inc., Cal Ex Trading Company, GreenLine Logistics, Inc. and General Electric Capital Corporation

10.3		Pledge Agreement dated April 23, 2012 by and between Landec Corporation and General Electric Capital Corporation

10.4		Loan Agreement dated April 23, 2012 by and among General Electric Capital Corporation, Apio, Inc., Apio Cooling, L.P., GreenLine Foods, Inc. and GreenLine South Carolina Properties, LLC

10.5		Security Agreement dated April 23, 2012 by and among Apio, Inc., GreenLine Logistics, Inc., Cal Ex Trading Company and General Electric Capital Corporation

10.6		Guaranty dated April 23, 2012 by and among Landec Corporation, GreenLine Holding Company and General Electric Capital Corporation

10.7		Master Security Agreement dated April 23, 2012 by and between Apio, Inc. and General Electric Capital Corporation

10.8		Promissory Note dated April 23, 2012 by Apio, Inc., payable to the order of GE Capital Capital Commercial, Inc.

10.9		Guaranty dated April 23, 2012 by and for the benefit of Landec Corporation and General Electric Capital Corporation and its affiliates

99.1		Press Release of Landec Corporation dated April 23, 2012

Exhibit Number		Description
2.1		Stock Purchase Agreement dated April 23, 2012 by and among Apio, Inc., GreenLine Holding Company, and the 2003 Riverside Capital Appreciation Fund, L.P., and the 2003 Riverside Capital Appreciation Fund (QC), L.P. (exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request)

10.1		Credit Agreement dated April 23, 2012 by and among Apio, Inc., Cal Ex Trading Company, GreenLine Logistics, Inc. and General Electric Capital Corporation

10.2		Guaranty and Security Agreement dated April 23, 2012 by and among Apio, Inc., Cal Ex Trading Company, GreenLine Logistics, Inc. and General Electric Capital Corporation

10.3		Pledge Agreement dated April 23, 2012 by and between Landec Corporation and General Electric Capital Corporation

10.4		Loan Agreement dated April 23, 2012 by and among General Electric Capital Corporation, Apio, Inc., Apio Cooling, L.P., GreenLine Foods, Inc. and GreenLine South Carolina Properties, LLC

10.5		Security Agreement dated April 23, 2012 by and among Apio, Inc., GreenLine Logistics, Inc., Cal Ex Trading Company and General Electric Capital Corporation

10.6		Guaranty dated April 23, 2012 by and among Landec Corporation, GreenLine Holding Company and General Electric Capital Corporation

10.7		Master Security Agreement dated April 23, 2012 by and between Apio, Inc. and General Electric Capital Corporation

10.8		Promissory Note dated April 23, 2012 by Apio, Inc., payable to the order of GE Capital Capital Commercial, Inc.

10.9		Guaranty dated April 23, 2012 by and for the benefit of Landec Corporation and General Electric Capital Corporation and its affiliates

99.1		Press Release of Landec Corporation dated April 23, 2012

	LANDEC CORPORATION
	Registrant



Date: April 26, 2012	By:	/s/ Gregory S. Skinner
	Gregory S. Skinner
	Vice President of Finance and
	Chief Financial Officer

		Page


ARTICLE I	DEFINITIONS	1
ARTICLE II	SALE AND PURCHASE	13
2.1	Sale and Purchase of Shares	13
2.2	Purchase Price	13
2.3	Purchase Price Adjustment	14
2.4	Contingent Purchase Price	16
ARTICLE III	CLOSING AND DELIVERIES	18
3.1	Closing	18
3.2	Deliveries by the Company	18
3.3	Deliveries by Buyer	20
3.4	Termination of Company Stockholders Agreement	20
3.5	Termination of Warrants	21
ARTICLE IV	REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY	21
4.1	Organization; Standing; Authority	21
4.2	Capitalization	21
4.3	Subsidiaries	22
4.4	No Conflict; Required Filings and Consents	23
4.5	Financial Statements	23
4.6	Taxes	24
4.7	Title to Properties and Condition of Assets	26
4.8	Real Property	27
4.9	Compliance with Laws	27
4.10	Permits	28
4.11	Employee Benefit Plans	28
4.12	Material Contracts	30
4.13	Legal Proceedings	32
4.14	Intellectual Property	32
4.15	Insurance	33
4.16	Personnel	33

		Page


4.17	Environmental Matters	33
4.18	Conduct of Business in Ordinary Course	35
4.19	Bank Accounts; Powers of Attorney	36
4.20	Accounts Receivable	37
4.21	Labor Practices	37
4.22	Corporate Records	37
4.23	Food Safety	37
4.24	Customers; Growers; Suppliers	37
4.25	Relationships with Related Parties	38
4.26	No Brokers	38
ARTICLE V	REPRESENTATIONS AND WARRANTIES OF THE SELLERS	38
5.1	Authority, Validity and Effect	38
5.2	Title	39
5.3	No Conflict	39
ARTICLE VI	REPRESENTATIONS AND WARRANTIES OF BUYER	39
6.1	Investment Intent	40
6.2	Organization and Standing	40
6.3	Authority, Validity and Effect	40
6.4	No Conflict; Required Consents	40
6.5	Independent Investigation; No Reliance	40
6.6	Legal Proceedings	41
6.7	No Brokers	41
ARTICLE VII	COVENANTS AND AGREEMENTS	41
7.1	Publicity	41
7.2	Records	42
7.3	Further Assurances	42
7.4	Non-Solicitation of Employees	42
7.5	Non-Disclosure of Proprietary Information	42
7.6	Indemnification	43
7.7	Notice of Release Revocation	44

		Page


ARTICLE VIII	REMEDIES	44
8.1	Survival	44
8.2	Indemnification by Buyer	45
8.3	Indemnification by the Sellers	45
8.4	Exclusive Remedy	46
8.5	Limitations on Indemnification Payments to Seller Indemnitees	47
8.6	Limitations on Indemnification Payments to Buyer Indemnitees	47
8.7	Procedures	50
8.8	Specific Performance	55
8.9	Adjustment to Purchase Price	55
ARTICLE IX	TAX MATTERS	55
9.1	Cooperation; Audits; Tax Returns	55
9.2	Controversies	56
9.3	Amendment of Tax Returns	57
9.4	Certain Taxes	57
9.5	Refunds and Credits	57
ARTICLE X	MISCELLANEOUS AND GENERAL	57
10.1	Seller Representative	57
10.2	Expenses	58
10.3	Successors and Assigns	58
10.4	Third Party Beneficiaries	59
10.5	Further Assurances	59
10.6	Notices	59
10.7	Rules of Discovery	60
10.8	Complete Agreement	60
10.9	Captions	60
10.10	Amendment; Waiver	60
10.11	Conflict of Interest	61
10.12	Governing Law	61
10.13	Severability	61
10.14	Counterparts; Electronic Transmission	62

Schedule 1.1(a)	Revolving Loan Commitments
Schedule 3.5	Litigation
Schedule 3.7	ERISA
Schedule 3.9	Ownership of Property; Liens
Schedule 3.12	Environmental
Schedule 3.15	Labor Relations
Schedule 3.16	Intellectual Property
Schedule 3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock
Schedule 3.20	Jurisdiction of Organization; Chief Executive Office
Schedule 3.21	Locations of Inventory, Equipment and Books and Records
Schedule 3.23	Government Contracts
Schedule 3.25	Bonding
Schedule 3.26	Purchase Agreement
Schedule 4.15	Post-Closing Obligations
Schedule 5.1	Liens
Schedule 5.4	Investments
Schedule 5.5	Indebtedness
Schedule 5.6	Transactions with Affiliates
Schedule 5.9	Contingent Obligations
Schedule 11.1	Prior Indebtedness

Exhibit 1.1(c)	Form of L/C Request
Exhibit 1.1(d)	Form of Swing Loan Request
Exhibit 1.6	Form of Notice of Conversion/Continuation
Exhibit 2.1	Closing Checklist
Exhibit 4.2(b)	Form of Compliance Certificate
Exhibit 11.1(a)	Form of Assignment
Exhibit 11.1(b)	Form of Borrowing Base Certificate
Exhibit 11.1(c)	Form of Notice of Borrowing
Exhibit 11.1(d)	Form of Revolving Note
Exhibit 11.1(e)	Form of Swingline Note

Period	Fixed Charge Coverage Ratio

04/23/2012 – 05/27/2012	0.90 to 1.0
04/23/2012 – 06/24/2012	0.90 to 1.0
04/23/2012 – 07/29/2012	0.90 to 1.0
04/23/2012 – 08/26/2012	1.0 to 1.0
04/23/2012 – 09/30/2012	1.0 to 1.0
04/23/2012 – 10/28/2012	1.0 to 1.0
04/23/2012 – 11/25/2012	1.10 to 1.0
04/23/2012 – 12/30/2012	1.10 to 1.0
04/23/2012 – 01/27/2013	1.10 to 1.0
04/23/2012 – 02/24/2013	1.10 to 1.0
04/23/2012 – 03/31/2013	1.10 to 1.0
04/23/2012 – 04/28/2013	1.10 to 1.0
The 12-month period ending on the last day of each fiscal month thereafter	1.10 to 1.0

“Affected Lender”	9.22
“Agent Report”	8.5(c)
“Aggregate Excess Funding Amount”	1.11(e)
“Apio”	Preamble
“Borrower” and “Borrowers”	Preamble
“Borrower Materials”	9.10(e)
“Borrower Representative”	1.12
“Cal Ex”	Preamble
“Closing Date Acquisition”	Recitals
“EBITDA”	Exhibit 4.2(b)
“Eligible Accounts”	1.13
“Eligible Inventory”	1.14
“Event of Default”	7.1
“Fee Letter”	1.9(a)
“Fixed Charge Coverage Ratio”	Exhibit 4.2(b)
“GE Capital”	Preamble
“GLI”	Preamble
“Indemnified Matters”	9.6
“Indemnitees”	9.6
“Intercompany Note”	5.4(b)
“Interest Coverage Ratio”	Exhibit 4.2(b)
“Interest Expense”	Exhibit 4.2(b)
“Investments”	5.4
“L/C Reimbursement Agreement”	1.1(c)
“L/C Reimbursement Date”	1.1(c)
“L/C Request”	1.1(c)
“L/C Sublimit”	1.1(c)
“Lender”	Preamble
“Letter of Credit Fee”	1.9(c)
“Maximum Revolving Loan Balance”	1.1(b)
“Maximum Lawful Rate”	1.3(d)
“MNPI”	9.10(a)
“Notice of Conversion/Continuation”	1.6(a)
“OFAC”	3.28
“Overadvance”	1.1(b)
“Other Taxes”	10.1(c)
“Parent”	Recitals
“Permitted Indebtedness”	5.5
“Permitted Liens”	5.1
“Register”	1.4(b)
“Restricted Payments”	5.11
“Replacement Lender”	9.22
“Revolving Loan Commitment”	1.1(b)
“Revolving Loan”	1.1(b)
“Sale”	9.9(b)
“SDN List”	3.28
“Separate Borrowing Base Limit”	1.1(a)
“Settlement Date”	1.11(b)
“Swing Loan”	1.1(d)
“Swingline Request”	1.1(d)
“Tax Returns”	3.10
“Taxes”	10.1(a)
“Unused Commitment Fee”	1.9(b)

		By: /s/ Gregory S. Skinner
		Name: Gregory S. Skinner
		Title: Vice President


		CAL EX TRADING COMPANY

		By: /s/ Gregory S. Skinner
		Name: Gregory S. Skinner
		Title: Vice President


		“Borrower Representative”

		APIO, INC.


		By: /s/ Gregory S. Skinner
		Name: Gregory S. Skinner
		Title: Vice President

		Address for notices:

		℅ Landec Corporation
		3603 Haven Avenue
		Menlo Park, CA 94025
		Attention: Gary Steele
		Facsimile: (650) 368-9818
		Email: gsteele@landec.com

		“Borrower”

		GREENLINE LOGISTICS, INC.


		By: /s/ Gregory S. Skinner
		Name: Gregory S. Skinner
		Title: Secretary and Treasurer

“Agent”
GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Wafa Shalabi Name: Wafa Shalabi Title: Duly Authorized Signatory
Address for Notices:
General Electric Capital Corporation 101 California Street, Suite 1500 San Francisco, CA 94111 Attention: Account Manager (Apio) Telephone: (415) 277-7423 Facsimile: (415) 944-1796
With copies to:
General Electric Capital Corporation 10 Riverview Drive Danbury, CT 06810 Attention: Jill Zellmer Facsimile: (203) 749-4562	General Electric Capital Corporation 12750 High Bluff Dr., Suite 200 San Diego, CA 92130 Attention: Legal Counsel Facsimile: (858) 726-6221
McDermott Will & Emery LLP 2049 Century Park East, Suite 3800 Los Angeles, California 90067 Attention: Adam G. Spiegel Facsimile: (310) 277-4730
Address for payments:
Deutsche Bank Trust Company Americas 60 Wall Street, 6th Floor New York, New York, 10005 Account Number 50286174 ABA No. 021-001-033 Account Name: GECC/CFS – Agented Deals Reference: CFK 1819 / Apio Inc.

“Lender” and “Swingline Lender”
GE CAPITAL FINANCIAL INC. By: /s/ Woodrow Broaders Jr. Name: Woodrow Broaders Jr. Title: Duly Authorized Signatory
Address for Notices:
General Electric Capital Corporation 101 California Street, Suite 1500 San Francisco, CA 94111 Attention: Account Manager (Apio) Telephone: (415) 277-7423 Facsimile: (415) 944-1796
With a copy to:
GE Capital Financial Inc. 6510 Millrock Drive, Suite 200 Salt Lake City, Utah 84121 Attention: Chief Financial Officer
Lending Office:
GE Capital Financial Inc. c/o General Electric Capital Corporation 201 Merritt Seven Norwalk, CT 06851 Attention: Apio Account Manager
With a copy to:
GE Capital Financial Inc. 6510 Millrock Drive, Suite 200 Salt Lake City, Utah 84121 Attention: Chief Financial Officer

Entity	Location
Apio, Inc.	4575 W. Main St. Guadalupe, CA 93434

Registered Owner	Country	Trademark	Status	Application/Registration Number	Filing/Registration Date
Apio, Inc.	Canada	BREATHEWAY	Registered	TMA665741	Jun 6 2006
Apio, Inc.	Canada	EAT SMART	Registered	TMA700914	Nov 15 2007
Apio, Inc.	Canada	EAT SMART	Registered	TMA585156	Jul 14 2003
Apio, Inc.	Canada	MATRIX DESIGN	Registered	TMA670883	Aug 23 2006
Apio, Inc.	CTM	BREATHEWAY	Registered	004436028	Jul 12 2006
Apio, Inc.	El Salvador	EAT SMART	Registered	55	Apr 1 2003
Apio, Inc.	Guatemala	EAT SMART	Registered	123421	Apr 22 2003
Apio, Inc.	Japan	CAL EX	Registered	4608482	Sep 27 2002 (Renewal due)
Apio, Inc.	Japan	EAT SMART	Registered	4565183	May 10 2002
Apio, Inc.	Mexico	EAT SMART	Registered	787862	Apr 24 2003 (Renewal due)
Apio, Inc.	Philipines	CASINO	Registered	42000008194	Dec 5 2004
Apio, Inc.	Taiwan	CASINO	Registered	00986673	Feb 16 2002
Apio, Inc.	U.S.	BREATHEWAY	Registered	3133571	Aug 22 2006 (8 & 15 due)
Apio, Inc.	U.S.	CAL EX	Registered	2423247	Jan 23 2001
Apio, Inc.	U.S.	CASINO	Registered	2549383	Mar 19 2002 (renewed)
Apio, Inc.	U.S.	CLEARLY FRESH	Registered	3902233	Jan 4 2011
Apio, Inc.	U.S.	EAT SMART	Registered	3441896	Jun 3 2008
Apio, Inc.	U.S.	EAT SMART	Registered	3297565	Sep 25 2007
Apio, Inc.	U.S.	EAT SMART	Registered	2580711	Jun 18 2002
Apio, Inc.	U.S.	EXTENDS FRESHNESS NATURALLY	Registered	3438390	May 27 2008
Apio, Inc.	U.S.	EXTENDS FRESHNESS NATURALLY	Registered	3359708	Dec 25 2007
Apio, Inc.	U.S.	FRESH GATHERINGS	Registered	4084888	Jan 10 2012
Apio, Inc.	U.S.	LUCKY 21	Registered	3471591	Jul 22 2008
Apio, Inc.	U.S.	Matrix design	Registered	3151380	Oct 3 2006 (8 & 15 due)
Apio, Inc.	U.S.	SUPERBROCC	Pending	85/518, 715	1/18/2012
Apio, Inc.	U.S.	SUPERBROCCOLI	Pending	85/518, 717	1/18/2012
Apio, Inc.	U.S.	Vegetable tray design	Registered	3125057	Aug 1 2006 (8 & 15 due)
Apio, Inc.	U.S.	COCINA FRESCA	Pending	851316, 610	OA Response Due 5/10/11
Apio, Inc.	U.S.	Sales es Vida	Pending	85/587, 214	4/3/2012
Apio, Inc.	U.S.	Fiestas Frescas	Pending	85/573, 072	3/19/2012

Docket	Subject Matter	Country	App. No.	Patent No. or status
9209-1JP	Food Package	Japan	JPA 4-502393	JP61502
10621-1DE	Gas-permeable Membrane	Germany	EPA9691638.6, ex PCT/US96/07939 (W096/38495)	EP828,783
10621-1FR	as 10621-1FR	France	as 10621-1DE	EP828,783
10621-1GB	as 10621-1FR	Gt. Britain	as 10621-1DE	EP828,783
10621-1JP	Gas-permeable Membrane	Japan	JPA 536626, ex PCT as 10621- 1DE	4,040,678
10621-1EP1	MAP-Gas- permeable Membrane	EP (CH-DE-FR-GB-IT-LI-NL designated)	EPA01205128 (div of EPA9691638.6)	1,215,229
10621-1DE1	MAP Gas-permeable Membrane	Germany	EPA01205128	1,215,229
10621-1FR1	MAP Gas-permeable Membrane	France	EPA01205128	1,215,229
10621-1GB1	MAP Gas-permeable Membrane	Great Britain	EPA01205128	1,215,229
10621-1IT1	MAP Gas-permeable Membrane	Italy	EPA01205128	1,215,229
10621-1NL1	MAP Gas-permeable Membrane	Netherlands	EPA01205128	1,215,229
10621-1JP1	MAP Gas-permeable Membrane	Japan	2007-079984	Pending
12521JP	Gas-permeable Membrane	Japan	JPA0-560790 ex PCTIUS99/16576 (WO 00/04787)	4,447,167
13282-1	Packaging of Bananas	USA	09/858,190 (priority from 60/325762)	8,110,232
13282-1CA	Packaging of Bananas	Canada	CAA 09,358 Ex PCT/US01/40732 (WO 01/92118)	2,409,358
13282-1EP	Packaging of Bananas	Europe	EPA 01959756.6 ex PCT as 13282-1CA
13282-1DE	Packaging of Bananas	Germany	01959756.6	1289855
13282-1GB	Packaging of Bananas	Great Britain	01959756.6	1289855
13282-1NL	Packaging of Bananas	Netherlands	01959756.6	1289855
13282-1JP	Packaging of Bananas	Japan	JPA 2001-588101 ex PCT as 13282-1CA	Pending
13282-1DE1	Packaging of Bananas	Germany	04027190.0	1516827
13282-1DK1	Packaging of Bananas	Denmark	04027190.0	1516827
13282-1FR1	Packaging of Bananas	France	04027190.0	1516827
13282-1GB1	Packaging of Bananas	Great Britain	04027190.0	1516827
13282-1NL1	Packaging of Bananas	Netherlands	04027190.0	1516827
13282-2	Packaging of respiring biological materials.	USA	09/989,682 CIP of 09/858,190	7,601,374
13282-2DE	Packaging of respiring biological materials.	Germany	02793966.9	1448068
13282-2DK	Packaging of respiring biological materials.	Denmark	02793966.9	1448068
13282-2FR	Packaging of respiring biological materials.	France	02793966.9	1448068
13282-2GB	Packaging of respiring biological materials.	Great Britain	02793966.9	1448068
13282-2NL	Packaging of respiring biological materials.	Netherlands	02793966.9	1448068
	Party Tray Cover	USA		0482280
14181	Party Tray	USA	10/222,435	7,083,818
14255-1	Gas-permeable Membranes	USA	10/742,548	7,329,452
14255-1CA	Gas-permeable Membranes	Canada	2510614	Pending
14255-1EP	Gas-permeable Membranes	Europe	03814267.5	1581438
14255-1DE	Gas-permeable Membranes	Germany	03814267.5	1581438
14255-1FR	Gas-permeable Membranes	France	03814267.5	1581438
14255-1GB	Gas-permeable Membranes	Great Britain	03814267.5	1581438
14752-1US	Packaging	USA	10/597,515	Pending
14752-1CA	Packaging	Canada	2554425	Pending
14752-1DE	Packaging	Germany	20 2004 021 139.4	Pending
14752-1EP	Packaging	Europe	4814227.7	Pending
14753-1US	Container	USA	10/596,754	Pending
16226-1US	Combinations of Atmosphere Control Members	USA	11/989,513	Pending
16226-1CA	Combinations of Atmosphere Control Members	Canada	2,616,847	Pending
16226-1EP	Combinations of Atmosphere Control Members	Europe	06788895.8	Pending
16226-1JP	Combinations of Atmosphere Control Members	Japan	2008-524225	Pending

Domain Name	Status
www.breatheway.com	Active
www.calextrading.com	Inactive
www.apioinc.com	Active
www.eatsmartnews.com	Inactive
www.eat-smart.net	Active
www.eatsmartrecipes.com	Inactive
www.eatsmartfreshfoods.com	Inactive
www.veggiecated.com	Inactive
www.myfreshvegetables.com	Inactive
www.visiteatsmart.com	Inactive
www.myeatsmart.com	Inactive
www.clearlyfreshbags.com	Active
www.eatsmartbeneforte.com	Active
www.goeatsmart.com	Inactive
www.superbroccoli.com	Inactive

MARK	APPLN NO.	FILED	REGN NO.	REGN DATE	OWNER	STATUS
SIDE KITS	85/180153	11/18/10			GreenLine Foods, Inc.	Allowed
SUNSHINE BLEND	76/112089	8/18/00	2648130	11/12/02	GreenLine Foods, Inc.	Registered
GL & DESIGN	74/306199	8/21/92	1768811	5/4/93	GreenLine Foods, Inc.	Registered
REENLINE	73/650197	3/19/87	1460274	10/06/87	GreenLine Foods, Inc.	Registered
MASHABLES	77/307765	10/18/07	3502880	9/16/08	GreenLine Foods, Inc.	Registered

Domain Name	Status
greenlinefoods.com	Active
greenlinebeans.com	Inactive
greenlinefoods.info	Inactive
greenlinefoods.net	Inactive
greenlinefoods.org	Inactive
greenlinelogistics.com	Inactive

Entity	Entity	Interest
Apio, Inc.	Apio Cooling A California Limited Partnership	Apio, Inc. is general partner of and has a 60% interest Apio Cooling.
Apio, Inc.	Heger Farms	Apio, Inc. owns a 50% equity interest in Heger Farms’ 2011/2012 broccoli crop.
Apio, Inc.	Mainas Farms	Apio, Inc. owns a 50% equity interest in Mainas Farms’ 2011/2012 broccoli crop.

Entity	Issued and Outstanding Stock	Holder	Percentage of Stock Owned by Holder
Apio, Inc.	100 Common Shares	Landec Corporation	100%
Cal Ex Trading Company	1,000 Common Shares	Apio, Inc.	100%
Apio Cooling A California Limited Partnership	30 Limited Partnership Units (defined in the Limited Partnership Agreement as a limited partnership interest representing a total Capital Contribution of $10,000).	Apio, Inc.	60% of Units and General Partner

Entity	State of Formation	Ownership
Landec Corporation	Delaware
Apio, Inc.	Delaware	Owned 100% by Landec Corporation.
Cal Ex Trading Company	Delaware	Owned 100% by Apio, Inc.
Apio Cooling A California Limited Partnership	California	Apio, Inc. is General Partner and owns 60%.

Entity	State of Formation	Ownership of All Issued and Outstanding Stock
GreenLine Holding Company	Delaware	Owned 100% by Apio, Inc.
GreenLine Foods, Inc.	Ohio	Owned 100% by GreenLine Holding Company.
GreenLine Logistics, Inc.	Ohio	Owned 100% by GreenLine Foods, Inc.
GreenLine South Carolina Properties, LLC	Ohio	Owned 100% by GreenLine Foods, Inc.

Entity	Type of Organization	State of Organization	Organization File Number	Chief Executive Office	Prior Organizational Jurisdictions and Legal Names (prior 5 years)
Apio, Inc.	Corporation	Delaware	2863977	4575 W. Main St. Guadalupe, CA 93434	Apio Acquisition Corporation, a Delaware corporation
Cal Ex Trading Company	Corporation	Delaware	3513748	4575 W. Main St. Guadalupe, CA 93434	None.

Entity	Location
CCL Label (Apio, Inc.)	1209 W. Bailey St., Sioux Falls, SD 57117
Ortec Incorporated (Apio, Inc.)	505 Gentry Memorial Highway, Easley, SC 29640
Sunrise Logistics, Inc.(Apio, Inc.)	400 Wabash Rd., Ephrata, PA 17522
Coast Poly, LLC (Apio, Inc.)	4980 Statz Street, Ste. 130, Las Vegas, NV 89081
Santa Maria Self Storage (Apio, Inc.)	1100 Tama Ln., Santa Maria, CA 93454
DermaMed Coatings Company, LLC (Apio, Inc.)	381 Geneva Ave., Tallmadge, OH 44278

Entity	Location
Bellcas Exportando S.A.	KM 47 Carretera Interamericana Sumpango, Sacatepequez, Guatemala
Cooperativa Agricola Integal Uion de Cuatro Pinos, R.L.	Calle 4 Pinos, Zona 1, Santiago, Sacatepequez, Guatemala

OBLIGATION / DELIVERABLE	DUE DATE
Agent shall have received the original stock certificate for GLI, together with an appropriate stock power executed in blank	4/26/12
Agent shall have received certificates of insurance naming Agent as additional insured with respect to all of GLI’s property and liability insurance, together with loss payee endorsements with respect to all of GLI’s property insurance, all as required in accordance with Section 4.6(a)	4/26/12
Agent shall have received the legal opinion of special Ohio counsel for GLI in form and substance reasonable satisfactory to Agent	4/30/12
Agent shall have received the Master Agreement for Standby Letters of Credit, duly executed by each Borrower	4/27/12
Agent shall have received the Deposit Account Control Agreement with respect to the deposit account of GLI maintained at KeyBank, duly executed by GLI and KeyBank	4/30/12
Agent shall have received a collateral access agreement in form and substance satisfactory to Agent with respect to Apio’s leased location in Perrysburg, Ohio	7/23/12
Borrower shall use reasonable commercial efforts to deliver to Agent collateral access agreements in form and substance satisfactory to Agent with respect to Apio’s leased locations in (a) Vero Beach, FL, (b) Pico Rivera, CA, (c) Henry County, OH, and (d) Chester, NY	7/23/12

Secured Party	Debtor	Jurisdiction	Date of Filing	Filing No.	Collateral
KeyBank National Association	GL Holdings	Delaware SOS	9/22/06; continued 4/13/11	63283306; 1381220	All assets
	GL Foods	Ohio SOS	9/22/06; continued 4/13/11 9/22/06; continued 4/13/11	OH00106894313; 20111030117 OH00106894424; 20111030116	All assets
		Ohio SOS	9/22/06; continued 4/13/11	OH00106894424; 20111030116	All assets
		York County, PA	11/20/07	Book 1934, Page 121	All equipment, machinery, furniture, building materials and all other goods in which Debtor has, and which are or are to become fixtures related to real property at specific location (26 Industrial Dr, Hanover, PA)
		Wood County, OH	11/28/07	2007 00303	All equipment, machinery, furniture, building materials and all other goods in which Debtor has, and which are or are to become fixtures related to real property at specific location (12700 S Dixie Hwy, Bowling Green, OH)
	GL Logistics	Ohio SOS	9/22/06; continued 4/13/11	OH00106894535; 20111030075	All assets
	GL South Carolina	Ohio SOS	9/22/06; continued 4/13/11	OH00106894757; 20111030080	All assets

Credit Party	Entity	Interest
Apio, Inc.	Windset Holdings 2010 Ltd., a Canada corporation	Apio, Inc. holds 150,000 senior preferred shares and 201 common shares of Windset.
Apio, Inc.	Apio Cooling A California Limited Partnership	Apio, Inc. is general partner of and has a 60% equity interest in Apio Cooling.
Apio, Inc.	Heger Farms	Apio, Inc. owns a 50% equity interest in Heger Farms’ 2011/2012 broccoli crop.
Apio, Inc.	Mainas Farms	Apio, Inc. owns a 50% equity interest in Mainas Farms’ 2011/2012 broccoli crop.
Apio, Inc.	Cal Ex Trading Company	Owned 100% by Apio, Inc.

Credit Parties	Obligation	Amount	Description
Apio, Inc. and Cal Ex Trading Company	Continuing Guarantee	$16,166,666.74	Credit Agreement, dated as of April 30, 2010, between Wells Fargo Bank, National Association and Lifecore Biomedical, LLC.