AMENDMENT TO LOAN AGREEMENT
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT AGREEMENT is dated effective this 8th day of January, 2016
BETWEEN:
TRITON EMISSION SOLUTIONS INC., a corporation formed under the laws of the State of Delaware with an address located at 000 Xxx Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxx Xxxx 00000
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXX XXXXX XXXXXX XXXXXXX, business person, having an address located at 0000 Xxxxx Xxxxxx Xxx. 0 Xxx Xxxx, Xxxxxx Xxxx 00000
(hereinafter called the "Lender")
OF THE SECOND PART
WHEREAS:
A.
The Company and the Lender are parties to that certain Loan Agreement dated as of July 28, 2015 in the original principal amount of $200,000 (the “First Xxxxxxx Bridge Loan Agreement”) and that certain Loan Agreement dated as of November 6, 2015 in the original principal amount of $200,000 (the “Second Xxxxxxx Bridge Loan Agreement” and, collectively with the First Xxxxxxx Bridge Loan Agreement, the ”Xxxxxxx Bridge Loan Agreements”);
B.
The Company wishes to enter into a loan agreement (the “Third KF Loan Agreement”) with KF Business Ventures, LP (“KFBV”) whereby KFBV will lend to the Company, and the Company will borrow from KFBV, the aggregate sum of $1,500,000 on the terms and subject to the conditions set out in the Third KF Loan Agreement;
C.
It is a condition precedent to KFBV’s obligations to make advances under the Third KF Loan Agreement that the Company and the Lender enter into this Amendment Agreement to amend certain terms of the Xxxxxxx Bridge Loan Agreements,
NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:
1.
Unless otherwise defined in this Amendment Agreement, capitalized terms used herein and in the recitals hereto shall have the meanings set forth in the Third KF Loan Agreement.
2.
The Xxxxxxx Bridge Loan Agreements, shall be amended to provide as follows:
a.
The entire principal sum outstanding under the First Xxxxxxx Bridge Loan Agreement and the Second Xxxxxxx Bridge Loan Agreement and all accrued and unpaid interest thereon shall become immediately due and payable without demand therefor on December 31, 2016; and
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b.
The Company may not prepay any of the outstanding principal sum under the First Xxxxxxx Bridge Loan Agreement or the Second Xxxxxxx Bridge Loan Agreement or any accrued and unpaid interest thereon, in whole or in part, at any time prior to December 31, 2016, without prior written consent of KFBV.
3.
Upon execution of this Amendment Agreement by the parties hereto, the Lender will surrender to the Company, for cancellation, the original Xxxxxxx Bridge Notes (or a certificate of the Lender confirming to the Company that such original Xxxxxxx Bridge Notes were not received by the Lender or were subsequently lost or destroyed, and in either case that the Lender has not assigned, negotiated or otherwise disposed of or transferred the Xxxxxxx Bridge Notes) and, upon receipt of the original Xxxxxxx Bridge Notes (or such certificate, as the case may be), the Company shall issue to the Lender new promissory notes representing each of the Xxxxxxx Bridge Notes containing the amended terms of the Xxxxxxx Bridge Loan Agreement as set forth in Section 2 of this Amendment Agreement.
4.
Except as modified by this Amendment Agreement, the Xxxxxxx Bridge Loan Agreements remain in full force and effect in accordance with their respective terms, and are hereby ratified and confirmed in all respect by the Company and the Lender.
5.
This Amendment Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterpart have been signed by each party hereto and delivered to the other parties.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.
| Triton Emission Solutions Inc. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: CEO |
| Xxxx Xxxxx Xxxxxx Xxxxxxx /s/ Xxxx Xxxxx Xxxxxx Xxxxxxx |
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