AMENDMENT NO. 2 TO PROMISSORY NOTE
Exhibit 10.3
AMENDMENT NO. 2
TO
This AMENDMENT NO. 2 TO PROMISSORY NOTE (this “Amendment”) is dated as of October 24, 2022, by and among XXXXX XXXX, L.P., a Delaware limited partnership and XXXXX TECHNOLOGIES, INC., a Delaware corporation, JUPITER RESEARCH, LLC., an Arizona limited liability company, and COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation, together, joint and severally, the “Company”) and NR 1, LLC, a Delaware limited liability company, as noteholder representative (the “Noteholder Representative”).
WHEREAS, pursuant to that certain Senior Secured Note Purchase Agreement dated as of November 1, 2019 (the “Senior NPA”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Senior NPA) by and among the Company, the Noteholder and the investors party thereto (the “Purchasers”), the Company issued to such investors senior secured promissory notes in the aggregate principal amount of approximately $35.0 million (collectively, the “Notes”);
WHEREAS, the Company and certain Purchasers (collectively, the “Participating Noteholders”) entered into Amendment No. 1 to Promissory Note, pursuant to which the Maturity Date for the Notes held by such Participating Noteholders (the “Extended Notes”) was extended from November 1, 2022 to November 14, 2022 and the Applicable Interest Rate was also amended;
WHEREAS, paragraph 3 of each of the Notes provides that payments under the SNotes ”will be credited first to fees payable to the Purchasers (if any) then due and payable, then to reimbursement and indemnity obligations to the Noteholder Representative and the Purchasers (if any, and on a pro rata basis) then due and payable, then to fee obligations of the Noteholder Representative then due and payable, then to accrued interest due and payable, with any remainder applied to principal”;
WHEREAS, the Company will, on or before November 1, 2022, pay all the Obligations due and owing to the Purchasers that did not enter into Amendment No. 1 to Promissory Note (the “Non-Participating Noteholders”) in respect of their Notes;
WHEREAS, the Notes may be amended with the written consent of the Company and Noteholder Representative, and the Company and Noteholder Representative wish to amend the Notes as set forth below;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Amendment to Notes. The Company and the Noteholder Representative hereby agree that, notwithstanding the provisions of paragraph 3 of the Notes, the payment of the Obligations
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owing to the Non-Participating Noteholders under the Senior NPA on or before November 1, 2022 shall be made on a pro rata basis only to the Non-Participating Noteholders in respect of their Notes, and no such amounts at that time shall be paid to the Participating Noteholders in respect of the Extended Notes.
2.Miscellaneous.
(a)Except as expressly set forth herein, the Note shall remain in full force and effect and this Amendment shall have no effect or impact on the other Notes outstanding under the Senior NPA.
(b)This Amendment will be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts.
(c)This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to Promissory Note as of the date first written above.
THE COMPANY: | | |
| | |
| XXXXX XXXX, L.P., a Delaware limited partnership, by XXXXX XXXX HOLDINGS, INC., its General Partner | |
| | |
| By | /s/ Xxxx X. Xxxxx, Xx. |
| Name: | Xxxx X. Xxxxx, Xx. |
| Title: | President |
| XXXXX TECHNOLOGIES, INC., a Delaware corporation | |
| | |
| By | /s/ Xxxx X. Xxxxx, Xx. |
| Name: | Xxxx X. Xxxxx, Xx. |
| Title: | President |
| JUPITER RESEARCH, LLC, an Arizona limited liability company | |
| | |
| By | /s/ Xxxx X. Xxxxx, Xx. |
| Name: | Xxxx X. Xxxxx, Xx. |
| Title: | Chief Executive Officer |
| COMMONWEALTH ALTERNATIVE CARE, INC., a Massachusetts corporation | |
| | |
| By | /s/ Xxxx X. Xxxxx, Xx. |
| Name: | Xxxx X. Xxxxx, Xx. |
| Title: | President |
NOTEHOLDER REPRESENTATIVE: | | |
| | |
| NR1, LLC | |
| | |
| By: | /s/ Xxxxx Xxxxxx |
| Name: | Xxxxx Xxxxxx |
| Title: | Authorized Signatory |
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Acknowledged and Agreed to: | | |
| | |
TILT HOLDINGS INC., a British Columbia corporation | | |
| | |
By | /s/ Xxxx X. Xxxxx, Xx. | |
Name: | Xxxx X. Xxxxx, Xx. | |
Title: | Chief Executive Officer | |
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