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SENIOR PROMISSORY NOTE
6 Months Ended
Jun. 30, 2023
Senior Promissory Note  
SENIOR PROMISSORY NOTE

NOTE 6 – SENIOR PROMISSORY NOTE

 

On June 20, 2023, the Company signed a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued and sold to the accredited investor a 15% original issue discount Senior Promissory Note (non-convertible), dated June 20, 2023, in the principal amount of $575,000. The Senior Promissory Note is secured by all of the Company’s assets under a separate security agreement between the accredited investor and the Company.

 

The Company received $435,000 from the Senior Promissory Note after applying the original issue discount and commissions and fees. The proceeds were utilized as a deposit on the Company’s acquisition of Pegasus Specialty Vehicles, LLC (See Note 7).

 

The maturity date for repayment of the Senior Promissory Note is September 20, 2023 and bears interest at 15% per annum starting 60 days after issuance and interest payable in cash monthly thereafter. The Company may prepay the Senior Promissory Note at any time, but is required to pay a premium of 104% of the principal amount if repaid after 60 days.

 

As additional consideration, the Company issued 1,318,000 shares of its common stock as commitment shares. The Company is required to issue additional commitment shares in the event the Senior Promissory Note is not prepaid at 60 days. Pursuant to a Registration Rights Agreement, the Company has agreed to register the commitment shares with the SEC no later than 90 days from the issuance of the Senior Promissory Note.

 

In the agreements, the Company agreed to certain restrictive covenants, including a restriction on borrowing and a most favored nation clause in favor of the accredited investor for any future offerings not specifically exempted.

 

On June 20, 2023, the Company and Pegasus Specialty Vehicles, LLC entered into a Loan and Security Agreement whereby the Company lent to Pegasus the principal amount of $575,000 secured by all of the Pegasus’ assets, but subordinate to the security interest of accredited investor and another lender of Pegasus.