Secured Convertible Promissory Note and Note Purchase Agreement Sample Contracts

CONFORMED TO AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTES AND NOTE PURCHASE AGREEMENT DATED AS OF MARCH 31, 2023

Secured Convertible Promissory Note and Note Purchase Agreement • April 3rd, 2023 • Proterra Inc • Motor vehicles & passenger car bodies • Delaware

• Contract Type
  Secured Convertible Promissory Note and Note Purchase Agreement
• Filed
  April 3rd, 2023
• Company
  Proterra Inc
• Industry
  Motor vehicles & passenger car bodies
• Jurisdiction
  Delaware

ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS NOTE, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS OF THE HOLDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT DATED AS OF AUGUST 4, 2020, (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND BETWEEN BANK OF AMERICA, N.A., AS FIRST LIEN AGENT, AND CSI GP I LLC, AS SECOND LIEN AGENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS PROMISSORY NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.