REVOLVING CREDIT NOTE
Exhibit
10.3
|
$2,000,000.00
|
February 26,
2019
|
FOR
VALUE RECEIVED and intending to be legally bound, the undersigned,
LIGHTPATH TECHNOLOGIES,
INC., a Delaware corporation (“Borrower”), jointly and severally,
promise to pay, in lawful money of the United States of America, to
the order of BANKUNITED,
N.A., a national banking association (“Lender”), at the address set forth
in Section 2.5(a) of the Loan Agreement, the maximum aggregate
principal sum of Two Million and No/100 Dollars ($2,000,000.00) or
such lesser sum which represents the principal balance outstanding
under the Revolving Credit Facility established pursuant to the
provisions of that certain Loan Agreement dated of even date
herewith, between Borrower and Lender (as it may be supplemented,
restated, superseded, amended or replaced from time to time,
“Loan
Agreement”). The outstanding principal balance
hereunder shall be payable in accordance with the terms of the Loan
Agreement. The outstanding principal balance of this Note, plus all
accrued but unpaid interest, shall be due and payable on the
Revolving Credit Maturity Date. The actual amount due and owing
from time to time hereunder shall be evidenced by Xxxxxx’s
records of receipts and disbursements with respect to the Revolving
Credit Facility, which shall, in the absence of manifest error, be
conclusive evidence of the amount. All capitalized terms used
herein without further definition shall have the respective
meanings ascribed thereto in the Loan Agreement.
Xxxxxxxx further
agrees to pay interest on the outstanding principal balance
hereunder from time to time at the per annum rates set forth in the
Loan Agreement. Interest shall be calculated on the basis of a year
of 360 days but charged for the actual number of days elapsed, and
shall be due and payable as set forth in the Loan
Agreement.
This
Revolving Credit Note is that certain Revolving Credit Note
referred to in the Loan Agreement.
If an
Event of Default occurs and is continuing under the Loan Agreement,
the unpaid principal balance of this Revolving Credit Note along
with all accrued and unpaid interest and unpaid Expenses shall
become, or may be declared, immediately due and payable as provided
in the Loan Agreement. The obligations evidenced by this Revolving
Credit Note are secured by the Collateral.
This
Revolving Credit Note may be prepaid only in accordance with the
terms and conditions of the Loan Agreement.
Borrower hereby
waives protest, demand, notice of nonpayment and all other notices
in connection with the delivery, acceptance, performance or
enforcement of this Revolving Credit Note.
This
Revolving Credit Note shall be governed by and construed in
accordance with the substantive laws of the State of Florida
(without giving effect to principles of conflicts of law). The
provisions of this Revolving Credit Note are to be deemed severable
and the invalidity or unenforceability of any provision shall not
affect or impair the remaining provisions of this Revolving Credit
Note which shall continue in full force and effect. No modification
hereof shall be binding or enforceable against Lender unless
approved in writing by Xxxxxx.
BORROWER (AND
LENDER BY ITS ACCEPTANCE HEREOF) HEREBY WAIVES ANY AND ALL RIGHTS
IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION,
PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR
WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS,
NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED
RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE,
FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS
CONTEMPLATED HEREUNDER OR UNDER THE LOAN DOCUMENTS.
[EXECUTION PAGES FOLLOW]
[SIGNATURE PAGE OF REVOLVING CREDIT NOTE]
IN
WITNESS WHEREOF, and intending to be legally bound hereby, Xxxxxxxx
has executed these presents the day and year first above
written.
LIGHTPATH
TECHNOLOGIES, INC.
a
Delaware corporation
By:
/s/ X. Xxxxx Xxxxxx
X.
Xxxxx Xxxxxx, President
