Article 1.01. The conclusion of an important definitive agreement.
Upon receipt of any advance, Seller has agreed to sell and assign all of its rights in the accounts receivable and all products thereof. The Seller has granted the Buyer a continuing right of ownership in the Accounts purchased under the Contract (the “Purchased Accounts”) and, guaranteed and as collateral security for all obligations (as defined below), the seller has given the buyer a continuing first priority security interest in all of the assets of the seller. Notwithstanding the creation of this security, the relationship of the parties to all accounts purchased is that of the buyer and the seller, not that of the lender and the borrower. “Obligations” means present and future monetary and non-monetary obligations arising out of or relating to or in connection with the TBK Agreement, whether arising therefrom or otherwise, and whether arising before, during or after the commencement of any event. bankruptcy in which the Seller is a debtor.
The facility is for an initial term of twenty-four (24) months (the “Term”) and may be extended or renewed, unless terminated in accordance with the TBK Agreement. Notwithstanding any termination of the TBK Agreement or the expiration or termination of the Term, the responsibilities and obligations of Seller hereunder and the security granted to Buyer hereunder shall remain in full force until ” that (a) full payment in cash to the Buyer of all obligations under terms and conditions acceptable to the Buyer, and (b) receipt by the Buyer of a general release signed by the Seller and delivered to the Buyer. The Buyer may terminate the TBK Contract by giving the Seller at least thirty (30) days written notice of termination, after which the TBK Contract will terminate on the earliest date of the termination date or at the end of the Term. then in progress.
The TBK Agreement replaces the Company’s prior agreement with
The above summary of the TBK Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the TBK Agreement, a copy of which is attached as Exhibit 10.1, and is incorporated into present by reference.
Amendments to Note 3a and Trillium Note
As the Company previously reported, the
As the Company previously reported, the
The foregoing descriptions of the terms of the modifications to the Trillium Note and the 3a Note are qualified in their entirety by the full text of those modifications, copies of which are attached as Exhibits 4.1 and 4.2, respectively.
Amendment to the employment contract of
The purpose of the amendment was to amend section 3.03 of Ray’s employment contract to clarify that any bonus under the performance measures contained therein would be calculated at the end of the company’s fiscal year. As the Society recently adopted
The foregoing description of the terms of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is attached as Exhibit 10.2.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in section 1.01 hereof, with the exception of the information relating to the Amendment to the employment contract of
Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain managers
The information contained in section 1.01 hereof relates to the Amendment to the employment contract of
Article 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit No. Description Exhibit 4.1 Amendment to Secured Subordinated Convertible Promissory Notes of Trillium Partners L.P. dated June 1, 2021 Exhibit 4.2 Amendment to Secured Subordinated Convertible Promissory Notes of 3a Capital Establishment dated June 1, 2021 Exhibit Revolving Purchase, Loan and Security Agreement dated June 1, 10.1 2021 Exhibit Amendment to Employment Agreement of Sunandan Ray 10.2
* Exhibitions and / or schedules have been omitted. The Company hereby undertakes to provide the
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