ADDENDUM TO COMMERCIAL LOAN AGREEMENT
This ADDENDUM TO COMMERCIAL LOAN AGREEMENT (the “Addendum”) executed this 25th day of September 2020 and effective as of June 30, 2020 (the “Effective Date”), amends the Commercial Loan Agreement (the “Agreement”) dated July 22, 2019 and is made by and between:
ENCOMPASS MORE GROUP, INC., a Nevada corporation (“Borrower”),
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GROW CAPITAL, INC., a Nevada corporation (“Lender”).
Recitals
WHEREAS, Lender entered into the Agreement to lend $100,000 to Borrower in exchange for a promissory note under the terms of the Agreement.
WHEREAS, Borrower and Lender wish to modify certain of the terms and conditions set forth in the Agreement and have agreed to make certain additional amendments to the Agreement as set out below.
NOW, THEREFORE, for and in consideration of the foregoing recitals and the mutual promises set forth in this Addendum, the parties hereto agree as follows:
Notwithstanding anything contained in the Agreement to the contrary, the provisions set forth below will be deemed to be a part of the Agreement and shall supersede any contrary provision in the Agreement. All references in the Agreement and in this Addendum shall be construed to mean the Agreement as amended and supplemented by this Addendum. Any inconsistency between the Agreement and this Addendum shall be resolve din favor of the provisions of this Addendum.
1.Defined Terms: All defined terms used in this Addendum, unless specifically defined in this Addendum, shall have the same meaning as such terms have in the Agreement;
2.Modification of the Agreement:
(I) Section 1.1 of Section 1. AMOUNT AND TERMS OF THE LOAN shall be replaced in its entirety with the following:
1.1 The Loan. Lender shall lend to Borrower the sum of Seventy Two Thousand and No/100 Dollars ($72,000.00), against the issuance and delivery by Borrower of a promissory note for such amount, in the form attached hereto as Exhibit A (the “Note”).
(II) Section 1.3 of Section 1. AMOUNT AND TERMS OF THE LOAN shall be added as follows:
1.3 Interest Due. Borrower and Lender agree that any and all interest due and payable as of June 30, 2020 shall accrue to the benefit of the Lender and shall be due and payable on October 1, 2021 in additional to all interest due under the Note.
(IV) Amendment: This Addendum may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto.
(V) Governing Law: This Addendum shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
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(VI) Counterparts: This Addendum maybe executed in any number of counterparts, each of which shall be an original but all of which together, shall constitute one instrument. A facsimile or other electronic transmission of this signed Addendum shall be legal and binding on all parties hereto.
IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the date first written above.
BORROWER: | |
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ENCOMPASS MORE GROUP, INC. | |
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By: | /s/ Brock McKinley |
Name: Brock McKinley | |
Title: President | |
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LENDER: | |
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GROW CAPITAL, INC. | |
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By: | /s/ Terry Kennedy |
Name: Terry Kennedy | |
Title: CEO |
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PROMISSORY NOTE
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, ENCOMPASS MORE GROUP, INC., a Nevada corporation (the “Borrower”), hereby unconditionally promises to pay to the order of GROW CAPITAL, INC., a Nevada corporation, or its assigns (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount of $72,000.00 (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (the “Note”), dated September 25, 2020 with an effective date of July 1, 2020 (the “Effective Date”) and the Amended Commercial Loan Agreement (the “Amended Agreement”), dated as of September 25, 2020, by and between Borrower and the Noteholder.
1.Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1.
“Applicable Rate” means the rate equal to 5%;
“Borrower” has the meaning set forth in the introductory paragraph;
“Default Rate” means, at any time, the Applicable Rate plus 2%;
“Event of Default” has the meaning set forth in Section 8;
“Loan” has the meaning set forth in the introductory paragraph;
“Note” has the meaning set forth in the introductory paragraph;
“Noteholder” has the meaning set forth in the introductory paragraph.
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“Parties” has the meaning set forth in the introductory paragraph;
2. Payment Dates; Optional Prepayments.
2.2 Final Payment. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest thereon, and all other amounts payable under this Note shall be due and payable on the Maturity Date, unless otherwise provided in Section 9.
3.2 Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Default Rate from the date of such non-payment until such amount is paid in full.
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otherwise, the Borrower’s obligation to make such payment shall be reinstated as though such payment had not been made.
4.5 Interest Payments. Any and all interest due and payable by the Borrower under this Note is due and payable at Maturity.
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7.1 Indebtedness. Incur, create, or assume any additional indebtedness.
8.3 Breach of Covenants. The Borrower fails to observe or perform (a) any covenant, condition or agreement contained in Section 6 or (b) any other covenant, obligation, condition, or agreement contained in this Note, other than those specified in clause (a), and such default shall continue unremedied for a period of 10 days after the earlier of the date on which (x) any officer of the Borrower becomes aware of such failure or (y) written notice thereof shall have been given to the Borrower from Noteholder.
(a)the Borrower commences any case, proceeding, or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors;
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(b)there is commenced against the Borrower any case, proceeding, or other action of a nature referred to in Section 8.5(a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of 30 days;
(c)there is commenced against the Borrower any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof;
10. Miscellaneous.
2485 Village View Drive, Suite 190
Henderson, NV 89074
Telephone No.: 888-336-9559
Attention: Brock McKinley
E-mail: brockmckinley@outlook.com
Grow Capital, Inc.
2485 Village View Drive, Suite 180
Henderson, NV 89074
Telephone No.: (702) 830-7919
Attention: Terry Kennedy
E-Mail: tk@appreciationfinancial.com
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with a copy to (which shall not constitute notice):
Seyfarth Shaw LLP
700 Milam Street, Suite 1400
Houston, Texas 77002
Telephone No.: (713) 238-1887
Facsimile No.: (713) 225-2340
Attention:Mark Coffin
E-Mail: mcoffin@seyfarth.com
10.3 Attorneys’ Fees. In case of an Event of Default, or any action at law or suit in equity to enforce this Note or the rights of the Noteholder under this Note, the Noteholder shall be entitled to receive a reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in such action or suit.
10.4 Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note, and the transactions contemplated hereby shall be governed by the laws of the State of Nevada.
10.5 Submission to Jurisdiction.
(b)Nothing in this Section 10.5 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Borrower in any other court having jurisdiction over the Borrower or (ii) serve process upon the Borrower in any manner authorized by the laws of any such jurisdiction.
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the Noteholder. This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.
[signature page follows]
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IN WITNESS WHEREOF, the Borrower has executed this Note as of the Effective Date.
ENCOMPASS MORE GROUP, INC. |
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By: /s/ Brock McKinley |
Name: Brock McKinley |
[Signature Page to Encompass Promissory Note]
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