Note Subscription Agreement. The Issuer issued the Notes pursuant to the Note Subscription Agreement, dated as of April 15, 2019 (the “Note Subscription Agreement”), among the Issuer and KK G.P., a Delaware general partnership.
Note Subscription Agreement. Section 1, Subscription for Note Delete: “Subject to the terms and conditions contained herein, the undersigned Investor hereby subscribes for and agrees to purchase the principal amount of Secured Promissory Notes, in the form attached hereto as Exhibit A (the “Notes”), in the amount set forth on the signature page of this Agreement. The Notes shall bear interest at a rate of twenty four percent (24%) per annum, on a non-compounding basis, and due on maturity on the earlier of (i) the closing of a new permanent equity financing yielding gross proceeds in excess of $10,000,000 (inclusive of existing convertible notes), (ii) the sale of the Company, (iii) prepayment by the Company, or (iv) December 31, 2019 (which date may be extended for two successive three month periods with the approval of the Board of Directors of the Company) (the “Maturity Date”). The Notes will be repayable upon demand of the Majority Lenders at any time on or after the Maturity Date, provided that the Notes have not been otherwise repaid in accordance with their terms. The Notes will be secured obligations of the Company. The Majority Lenders may, with the approval of the Company, elect to extend the Maturity Date one or more times, at their discretion. The Notes will be issued by the Company solely to “accredited investors” (as defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended, the “Securities Act”).” Insert: “Subject to the terms and conditions contained herein, the undersigned Investor hereby subscribes for and agrees to purchase the principal amount of Secured Promissory Notes, in the form attached hereto as Exhibit A (the “Notes”), in the amount set forth on the signature page of this Agreement. The Notes shall bear interest at a rate of twenty four percent (24%) per annum, on a non-compounding basis, and due on maturity on the earlier of (i) the closing of a new permanent equity financing yielding gross proceeds in excess of $10,000,000 (inclusive of existing convertible notes), (ii) the sale of the Company, (iii) prepayment by the Company, or (iv) December 31, 2019 (which date may be extended for three successive three month periods with the approval of the Board of Directors of the Company) (the “Maturity Date”). The Notes will be repayable upon demand of the Majority Lenders at any time on or after the Maturity Date, provided that the Notes have not been otherwise repaid in accordance with their terms. The Notes will be secured obligations of...
Note Subscription Agreement. Section 1.2, Initial Closing Date and Serial Closings Delete: “A minimum capital requirement for the initial closing shall be $500,000.00 (the “Initial Closing”). The Initial Closing shall take place as soon as practicable but no later than September 30, 2018 (the “Closing Date”) following satisfaction of the conditions set forth in Section 6 below. At any time, and from time to time, during the one-year period immediately following the Initial Closing, the Company may, at one or more additional closings (each a “Closing”), offer, sell and issue additional Notes to Investors upon the same terms and conditions hereof, provided that in no event shall the Company issue more than $4,000,000 in aggregate principal amount of Notes across all Closings, including at the Initial Closing. Additional Closings may be held at the discretion of the Board of Directors, and at each such Closing, any Investor shall execute an agreement in form and substance similar to this Agreement, and the Company shall issue to such Investor a Note in the amount of such investment at such additional Closing. Notwithstanding the foregoing, the Board of Directors may extend the period for additional Closings beyond one-year in its sole discretion.” Insert: “A minimum capital requirement for the initial closing shall be $500,000.00 (the “Initial Closing”). The Initial Closing shall take place as soon as practicable but no later than September 30, 2018 (the “Closing Date”) following satisfaction of the conditions set forth in Section 6 below. At any time, and from time to time, during the eighteen (18) month period immediately following the Initial Closing, the Company may, at one or more additional closings (each a “Closing”), offer, sell and issue additional Notes to Investors upon the same terms and conditions hereof, provided that in no event shall the Company issue more than $5,000,000 in aggregate principal amount of Notes across all Closings, including at the Initial Closing. Additional Closings may be held at the discretion of the Board of Directors, and at each such Closing, any Investor shall execute an agreement in form and substance similar to this Agreement, and the Company shall issue to such Investor a Note in the amount of such investment at such additional Closing. Notwithstanding the foregoing, the Board of Directors may extend the period for additional Closings beyond one-year in its sole discretion.”
Note Subscription Agreement. New Section 1.7, Repayment of Total Adjusted Outstanding Interest and Total Adjusted Outstanding Principal Upon a Qualified IPO.
