Awards Granted under the Existing 2021 Plan The following table sets forth information with respect to the number of outstanding RSUs that have been granted to the named executive officers, directors and employees set forth below under the existing 2021 Plan as of June 20, 2023 (those not named have no such outstanding RSUs): Name RSUs Outstanding Named Executive Officers Bryan Freeman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 836,796 GerardG.Law ............................................... 836,796 Akshay Jagdale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 485,815 Directors Mark J. Nelson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,536 Other Persons Each associate of the above-named executive officers or director . . . . . . . . . . . — Each other person who received or is to receive 5% of such RSUs . . . . . . . . . . — Groups of Persons All executive officers as a group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,166,550 All non-executive officer employees a group . . . . . . . . . . . . . . . . . . . . . . . 797,403 RECOMMENDED VOTE Approval of the A&R 2021 Plan requires the affirmative vote of a majority of the outstanding shares present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting. Stockholders may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this Proposal 3. Abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will not count as votes entitled to vote on this proposal, and thus will have no effect on the outcome of the vote. THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE REAL GOOD FOOD COMPANY, INC. AMENDED & RESTATED 2021 PLAN AND THE RESERVATION OF 1,500,000 SHARES OF CLASS A COMMON STOCK TO BE MADE AVAILABLE FOR ISSUANCE THEREUNDER. 24
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