Amendment to BRPA Loan Agreements. On or prior to the Closing Date, BRPA, Sponsor, and the BRPA Lenders shall enter into an omnibus amendment to each outstanding promissory note or other BRPA Borrowing with BRPA as maker (including, for the avoidance of doubt, BRPA Borrowings entered into during the Interim Period in accordance with [Section 5.12]) in a form and on terms and conditions reasonably acceptable to the Company (“Note Amendment”), providing that the outstanding principal and accrued unpaid interest pursuant to such promissory notes, after any repayments permitted pursuant to [Section 5.13(e)], shall be converted into convertible notes of BRPA with an aggregate principal amount of no more than , which bear interest at three percent (3%) per annum, may be converted from time to time, at the holder’s option, into shares of BRPA Common Stock at a price of per share, and which mature on the date that is twenty-four (24) months after the Closing Date. The maximum amount of all BRPA Borrowings outstanding as of the Closing Date (including for the avoidance of doubt borrowings pursuant to [Section 5.12]) shall not exceed and all such BRPA Borrowings in excess of will be forgiven or discharged prior to the Closing Date.
Amendment to BRPA Loan Agreements. [Section 1.12] of the Original Agreement is hereby amended as follows: Each use of the text “” in [Section 1.12] of the Original Agreement is hereby deleted and the text “” is inserted therefor.
BRPA Listing. The BRPA Common Stock, BRPA Warrants, BRPA Rights, and BRPA Units are listed for trading on the Nasdaq Capital Market (“Nasdaq”). Except as set forth in the BRPA SEC Reports or [Schedule 3.21] of the BRPA Schedules, there is no, and there has not been any, action or proceeding pending or, to BRPA’s knowledge, threatened against BRPA by Nasdaq with respect to any intention by such entity to prohibit or terminate the listing of BRPA Common Stock on Nasdaq. None of BRPA, Merger Sub, or any of its or their Affiliates has taken any action in an attempt to terminate the registration of the BRPA Common Stock under the Exchange Act.
BRPA Borrowings. The amount of all BRPA Borrowings outstanding (including, for the avoidance of doubt, borrowings pursuant to [Section 5.12]) that are due and payable as of the Closing Date or at any time after the Closing, shall not exceed, in the aggregate, .
BRPA Borrowings. Until the Closing, BRPA shall be allowed to borrow funds from the BRPA Lenders, the Sponsor, its directors, officers, shareholders, and each of their Affiliates to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of BRPA in due course on a non-interest bearing basis (such aggregate amount of outstanding borrowings, the “BRPA Borrowings”). [Schedule 5.12] of the BRPA Schedules sets forth the amount of BRPA Borrowings outstanding as of the date hereof. At the Closing, the outstanding principal and unpaid accrued interest on BRPA Borrowings
BRPA Financing. If the BRPA Board determines it is reasonably necessary solely to meet Nasdaq listing standards or the SEC net tangible asset test (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), BRPA may, upon the written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed), arrange and obtain up to a maximum of in financing from the sale of BRPA Common Stock at a price per share of no less than (“Financing”). Such Financing may be made contingent upon Closing. If BRPA elects to arrange and obtain Financing, upon reasonable advance notice to the Company, the Company shall # furnish, or cause to be furnished, to any Financing sources such information regarding the Company as may be reasonably requested, # cause the Company’s management team, with appropriate seniority and expertise, to participate in meetings, presentations, due diligence sessions, drafting sessions, road shows and meetings with prospective Financing sources, # prepare offering documents and other marketing materials of a type customarily used for the type of financing proposed and cooperate with marketing efforts for the Financing as reasonably requested, and # execute and deliver definitive documents related to the Financing; provided, in each case in [clauses [(i) through (iv) above]], that nothing in this [Section 5.18] shall require any efforts to the extent that such efforts would reasonably be expected to conflict with or violate any Legal Requirement, or result in the material
Amendment to BCMA. On or prior to the Closing Date, BRPA and EarlyBirdCapital, Inc. (“EBC”) shall enter into an amendment (“BCMA Amendment Agreement”) to that certain Business Combination Marketing Agreement, dated as of , between BRPA and EBC (“BCMA”). The BCMA Amendment Agreement will provide that # in lieu of the Fee (as such term is defined in the BCMA), BRPA shall issue to EBC at the Effective Time an aggregate of 200,000 shares of BRPA Common Stock and # the BCMA (as amended by the BCMA Amendment Agreement) shall terminate immediately following the Effective Time.
The Existing Loan Agreement is hereby amended to read in its entirety as set forth in [Exhibit A] hereto (the “Amended Loan Agreement”). All schedules and exhibits to the Existing Loan Agreement, as in effect immediately prior to the Amendment No. 6 Effective Date, shall constitute schedules and exhibits to the Amended Loan Agreement except, that, those schedules and exhibits which are attached to the Amended Loan Agreement shall constitute those respective schedules and exhibits after the date of this Amendment No. 6. Each reference
Amendment to Loan Agreement. Subject to satisfaction of the conditions precedent set forth in [Section 3] below, the Loan Agreement is hereby amended as follows:
Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.
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