FIRST AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT
Exhibit 10.1
FIRST AMENDMENT
TO
CONVERTIBLE NOTE PURCHASE AGREEMENT
First Amendment to Convertible Note Purchase Agreement, dated the 25th day of July, 2024, by and between KeyStar Corp., a Nevada corporation (the “Borrower”), and __________, an _________ (the “Purchaser”) (this “Amendment”).
W I T N E S S E T H:
WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated ___________, 2023 (the “Note Purchase Agreement”); and
WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. All capitalized terms used herein which are defined in the Note Purchase Agreement shall have the same meaning herein as in the Note Purchase Agreement unless the context clearly indicates otherwise.
2. Section 3 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:
3. Maturity Date. Unless converted into the Company’s common stock, par value $.0001 per share (the “Conversion Shares”) in accordance with Section 6 below (“Conversion”), the outstanding principal of the Notes, together with all accrued and unpaid interest thereon, shall be due and payable in a single balloon payment by the Company on __________, 2025 (the “Maturity Date”).
3. The provisions of Section 2 of this Amendment shall not become effective until the Purchaser has received this Amendment, duly executed by the Borrower and the Purchaser.
4. The Borrower hereby confirms that all representations and warranties made by it pursuant to the terms and conditions of the Note Purchase Agreement and each other Loan Document are true and correct in all respects on the date hereof, except as such representations and/or warranties may have heretofore been amended, modified or waived in writing in accordance with the Note Purchase Agreement. The Borrower hereby reconfirms and reaffirms all agreements and covenants made by it pursuant to the terms and conditions of the Note Purchase Agreement, except as such agreements and/or covenants may have heretofore been amended, modified or waived in writing in accordance with the Note Purchase Agreement.
5. The Borrower hereby represents and warrants to the Purchaser that (i) the Borrower has the legal power and authority to execute and deliver this Amendment; (ii) the officers of the Borrower have been duly authorized to execute and deliver this Amendment and bind the Borrower with respect to the provisions hereof; (iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof, (a) do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or (b) result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; and (iv) this Amendment, constitutes valid and binding obligations of the Borrower in every respect, enforceable in accordance with its respective terms.
6. The Borrower represents and warrants that (i) after giving effect to this Amendment, no Event of Default exists under the Note Purchase Agreement, nor will any occur as a result of the execution and delivery of this Amendment or the performance or observance of any provision hereof, and (ii) it presently has no claims or actions of any kind at law or in equity against the Purchaser arising out of or in any way relating to the Note Purchase Agreement.
7. Each reference to the Note Purchase Agreement that is made in the Note Purchase Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Note Purchase Agreement as amended hereby.
8. Except as amended hereby, all of the terms and conditions of the Note Purchase Agreement shall remain in full force and effect. This Amendment amends the Note Purchase Agreement and is not a novation thereof.
9. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Any signature delivered by a party by facsimile, e-mail or other electronic transmission shall be deemed to be an original signature hereto.
10. This Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the State of Florida without regard to the principles of the conflicts of law thereof.
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IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Amendment to be executed on the date first written above as a document under seal.
| BORROWER: | ||
| KeyStar Corp., | ||
| a Nevada corporation | ||
| By: | ||
| Xxx Xxxxxx, CFO | ||
| PURCHASER: | |
| __________, an individual |
Acknowledged and consented to, as of the date first written above, by:
| REQUISITE NOTEHOLDERS: | |
| __________, an individual |
The
Access Fund I, LP,
a Delaware limited partnership
| By: | Hestia Management LLC, | |
| a Delaware limited liability company, | ||
| its general partner |
By: | ||
Xxxxxxx Xxxxxx, Manager |
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