This Note Purchase Agreement (the “Agreement”) is made as of by and among ACME Resources LLC, a TX LLC (the “Company”), and the investors listed on the Schedule of Purchasers attached as Exhibit A (each, a “Purchaser” and collectively the “Purchasers”).
Subject to the terms of this Agreement, the Company will issue and sell to each Purchaser, and each Purchaser will purchase, a convertible promissory note in substantially the form attached as Exhibit B (each, a “Note”) in the principal amount set forth opposite such Purchaser’s name on the Schedule of Purchasers. The aggregate principal amount of Notes to be issued under this Agreement will not exceed (the “Maximum Offering Amount”).
The initial closing (the “Initial Closing”) of the purchase and sale of the Notes will take place remotely via exchange of documents and signatures on , or at such other time and place as the Company and the Purchasers may agree. At each Closing, each Purchaser will deliver its purchase price by wire transfer or check, and the Company will deliver to such Purchaser an executed Note. After the Initial Closing, the Company may sell additional Notes up to the Maximum Offering Amount at one or more subsequent closings on the same terms within days of the Initial Closing; each additional purchaser will be added to the Schedule of Purchasers and will become a party to this Agreement without the consent of existing Purchasers.
The Company represents and warrants to each Purchaser that, as of each Closing: (a) it is duly organized, validly existing, and in good standing under the laws of TX; (b) it has the corporate power and authority to execute, deliver, and perform this Agreement and to issue the Notes, and such actions have been duly authorized; (c) this Agreement and the Notes constitute valid and binding obligations enforceable in accordance with their terms; (d) the execution and delivery do not conflict with its charter documents, any material agreement, or applicable law; and (e) no consent, approval, or authorization of any governmental authority is required other than filings under applicable securities laws.
Each Purchaser, severally and not jointly, represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act; (c) it is acquiring the Note for its own account for investment and not with a view to distribution; (d) it has had the opportunity to ask questions and obtain information from the Company; and (e) it understands that the Notes and any securities issuable upon conversion are restricted securities that have not been registered.
The obligation of each Purchaser to purchase a Note at a Closing is subject to: (a) the accuracy in all material respects of the Company’s representations and warranties as of such Closing; (b) the Company’s performance of all covenants required to be performed on or before such Closing; (c) delivery of an executed Note; and (d) all authorizations, approvals, or permits required by applicable law having been obtained.
The obligation of the Company to sell Notes at a Closing is subject to: (a) the accuracy of each Purchaser’s representations and warranties; (b) each Purchaser’s execution of this Agreement; and (c) the Company’s receipt of the applicable purchase price.
This Agreement (together with the Notes and exhibits) constitutes the entire agreement among the parties on its subject matter. It may be amended or waived only with the written consent of the Company and the holders of a majority of the aggregate outstanding principal amount of the Notes. This Agreement is governed by the laws of the State of TX and may be executed in counterparts, including by electronic signature.
| Purchaser | Address / Email | Principal Amount | Closing |
|---|---|---|---|
| Initial | |||
| Aggregate Principal | |||
By: Michael Yuan
Title: General Manager
Email:
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