Terms and Conditions of the Cash Advance Payment Program ("CAPP")

1. Qualification. Grower must have delivered over 50,000 merchantable pounds of hazelnuts to Buyer from Grower's harvest in the year prior to the year in which the Grower seeks a CAPP and must complete, sign and return this Agreement by June 15th of the growing season to which the CAPP applies. If Grower has not previously delivered to Buyer, Grower must commit to deliver the tonnage from at least twenty (20) bearing acres where bearing is defined as hazelnut trees aged four years old or older. Grower warrants and represents that Grower has sufficient acreage not committed to other purchasers to meet the minimum acreage requirement if it applies to Grower.

‍2. Payment Calculation. CAPP payments will be paid based on $300 per bearing acre delivered to Buyer by Grower. No Grower will receive a CAPP payment for more than 400 acres (a maximum of $120,000) regardless of the number of bearing acres or the percentage of crop committed to be delivered to Buyer unless expressly approved in writing by Buyer.

‍3. Payment Date. Buyer will issue the CAPP advance within 15 business days of receiving the fully executed Agreement, but no later than June 30 for agreements submitted by the June 15 deadline.

‍4. Repayment. Grower irrevocably authorizes Buyer to deduct the CAPP advance from any payments owed to Grower for the applicable crop year. Buyer will first apply deductions against the crop listed in this Hazelnut Agreement. If the proceeds from the listed crop do not fully cover the CAPP advance, Buyer may deduct the remaining balance from any additional crop Grower delivers from unlisted acreage. If Grower is leasing the listed acreage, Buyer will deduct the CAPP from the overall crop proceeds delivered by Grower. Grower warrants that they have the contractual authority to pledge the crop proceeds. If requested, Grower agrees to obtain a written waiver or consent from the landowner acknowledging the priority claim of the Buyer to the crop proceeds up to the amount of the CAPP advance.

‍5. Security Agreement. Grower grants Buyer a security interest in all existing and after acquired rights, title, and interests in all hazelnut crops produced by Grower, including but not limited to the acres listed on the Hazelnut Agreement. Grower authorizes Buyer to file and periodically renew a financing statement with the appropriate Secretary of State or relevant filing office in the jurisdiction where the Grower is organized or where the crop is located. This security interest secures the specific CAPP advance provided under this Addendum A to the amount agreed to in above Addendum A Section 2.

‍6. Default and Remedies. Events of Default include, without limitation: (a) failure by Grower to deliver any portion of the hazelnut crop from the listed acres by the applicable delivery deadline; or (b) delivery of a materially short quantity. Upon an Event of Default, the entire unpaid CAPP advance shall, at the option of Buyer, become immediately due and payable. Buyer may exercise all rights and remedies available under the Uniform Commercial Code and applicable state laws, including seeking a court appointed receiver to manage or harvest the crop to protect the collateral interest of the Buyer. Grower grants Buyer reasonable access to orchards upon notice for inspection and verification of crop condition.

‍7. Crop Insurance. Crop Insurance. Grower shall execute an Assignment of Indemnity in favor of Buyer for the crop insurance policy of the Grower, utilizing standard Risk Management Agency documentation, to the extent of the outstanding CAPP advance.

‍8. Binding Effect. This Agreement is binding on and inures to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns.

‍9. Assignment. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned by any party without the prior written consent of the other parties, which consent will not be unreasonably withheld.

‍10. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or may be construed to confer on any person, other than the parties to this Agreement and their respective successors and permitted assigns, any right, remedy, or claim under or with respect to this Agreement.

‍11. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, written or verbal, related to such subject matter.

‍12. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict of laws principles.

‍13. Venue, Costs, Attorney Fees. Any and all disputes of whatsoever nature arising out of this Agreement shall be referred to the Oregon state court having jurisdiction in Yamhill County, Oregon. Costs and reasonable attorney fees, including on appeal, if any, shall be awarded to the prevailing party whether or not an action is instituted.

‍14. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.