Section 1.01 Entering into a Material Definitive Agreement.
The due date of the Note is
The ticket can be prepaid up to 180 days from the date of issue. If the note is prepaid within 60 days from the date of issue, the prepayment premium will be 110% of the face amount plus any accrued interest, if prepaid after 60 days from the date of issue, but less than 91 days from the date of issue, then the prepayment premium will be 115% of the nominal amount plus any accrued interest, if prepaid after 90 days from the date of issue but less than 121 days from the date of issue, then the prepayment premium will be 120% of the face amount plus any accrued interest, if prepaid after 120 days from the date of issue , but less than 151 days from date of issue, then the prepayment premium will be 125% of the principal amount plus any accrued interest, and if prepaid after 150 days from date of issue, but within 181 days of the issue date, the prepayment premium will be 129% of the face amount plus any accrued interest. While the note is outstanding, the Company agrees not, without the prior written consent of Sixth Street, to sell, lease or otherwise dispose of all or substantially all of its assets outside the ordinary course of business, which would make the Company a “shell company” as that term is defined in Rule 144. Pursuant to the terms of the purchase agreement, the Company has paid Sixth Street’s fees and expenses in the aggregate amount of
Except as described above, the note contains certain events of default, including failure to issue shares in a timely manner upon receipt of a conversion notice, as well as certain customary events of default. , including, without limitation, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay principal and interest due under the note. Additional events of default will include, among others: (i) failure to reserve at least five times the number of shares issuable upon full conversion of the Bond; (ii) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, whether voluntary or involuntary, to obtain relief under any bankruptcy law or any law for the relief of debtors will be instituted by or against the Company or any subsidiary of the Company; provided that, in the event that any such event is triggered without the consent of the Company, the Company shall have sixty (60) days after the triggering of such event to acquit such event, (iii) the inability of the Company to maintain the listing of the ordinary shares on at least one of the over-the-counter markets (which notably includes the listing platforms maintained by the OTC Markets group) or an equivalent replacement stock exchange, the
In the event that the Company does not deliver to Sixth Street common shares issuable upon conversion of principal or interest under the note within three business days of notice of conversion by Sixth Street, the Company will incur a penalty of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement by a Registrant.
The information set out in point 1.01 above is incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits: Exhibit No. Description 4.1* 8% Convertible Promissory Note, dated
March 7, 2022, issued by the Company to Sixth Street Lending LLC10.1* Securities Purchase Agreement, dated March 7, 2022, by and between the Company and Sixth Street Lending LLC104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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