The following excerpt is from the company's SEC filing.
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS
BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER
THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.
Amount: Up to $850,000
as of September 17, 2021
Acquisition, Inc., a Delaware corporation (the “
”), promi ses to pay to the order of Pine Valley Investments LLC
or its registered assigns or successors in interest (the “
”) the principal sum of up to Eight Hundred Fifty Thousand
Dollars ($850,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this
promissory note (this “
”) shall be made by check or wire transfer of immediately available funds or as otherwise
determined by Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions
of this Note.
The principal balance of this Note shall be payable promptly after the date on which
Maker consummates a merger, shares exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination (the “
The principal balance may be prepaid at any time.
Maker and Payee agree that Maker may request up to Eight Hundred Fifty Thousand
Dollars ($850,000) to extend the time available for the Maker to consummate a Business Combination.
The principal of this Note may be drawn down from time to time prior to the Business Combination,
upon written request from Maker to Payee (each such request, a “
Each Drawdown Request must state the amount to be drawn down, and must not be an amount less
than Fifty Thousand Dollars ($50,000) unless agreed upon by Maker and Payee. Payee shall
fund each Drawdown Request not later than five (5) business days after receipt of a Drawdown
, that the maximum amount of drawdowns collectively
under this Note is Eight Hundred Fifty Thousand Dollars ($850,000). Once an amount is drawn
down under this Note, it shall not be available for future Drawdown Requests even if prepaid,
No fees, payments or other amounts shall be due to Payee in connection with, or as a result
of, any Drawdown Request by Maker.
This Note shall rank senior to any and all other indebtedness of the Maker, unless the Maker
receives the prior written consent of the Payee, to otherwise incur indebtedness senior to
or on parity with this Note.
Interest shall accrue monthly on the outstanding, unpaid principal balance of this Note
at the rate of two percent (2%) per month, and shall be payable at maturity.
All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including (without limitation) reasonable
attorney’s fees, then to the payment in full of any late charges and finally to the
reduction of the unpaid principal balance of this Note.
The following shall constitute an event of default (“
Event of Default
to Make Required Payments.
Failure by Maker to pay the principal of this Note within
five (5) business days following the date when due.
The commencement by Maker of a proceeding relating to its bankruptcy,
insolvency, reorganization, rehabilitation or other similar action, or the consent by it
to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) for Maker or for any substantial part
of its property, or the making by it of any assignment for the benefit of creditors, or the
failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.
The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of maker in an involuntary case under any applicable bankruptcy,
insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) for Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance
of any such decree or order unstayed and in effect for a period of 60 consecutive days.
the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written
notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid
principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in the documents evidencing
the same to the contrary notwithstanding.
the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal
balance of this Note, and all other sums payable with regard to this Note, shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee.
Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability
shall be unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties
may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of
private or governmental express mail or delivery service providing receipted delivery or
(iv) sent by facsimile or (v) to the following addresses or to such other address as either
party may designate by notice in accordance with this Section:
Petra Acquisition, Inc.
West 21st Street
York, NY 10010
Valley Investments LLC
Chapel Avenue West
Hill, NJ 08002
Harry Morad, Managing Partner
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT
REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
The courts of New York have exclusive jurisdiction to settle any dispute arising out
of or in connection with this agreement (including a dispute relating to any non-contractual
obligations arising out of or in connection with this agreement) and the parties submit to
the exclusive jurisdiction of the courts of New York.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other
Payee has read the final prospectus filed with the Securities and Exchange Commission
in connection with Maker’s initial public offering of its securities dated October
7, 2020 (the “
”) and understands that Maker has established
a trust account (the “
”), as described in the Prospectus,
for the benefit of the public stockholders and the underwriters of Maker’s initial
public offering pursuant to the certain investment management trust agreement, dated as of
October 7, 2020, between the Maker and Continental Stock Transfer & Trust Company (the
”) and that, except for certain exceptions described in
the Prospectus, Maker may disburse monies from the Trust Account only for the purposes set
forth in the Trust Agreement.
anything herein to the contrary, Payee hereby agrees that he, she or it does not have any right, title, interest or claim of any kind
in or to any monies in the Trust Account and hereby agrees that, he, she or it will not seek recourse against the Trust Account for any
claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Maker; provided
that (a) nothing herein shall serve to limit or prohibit Payee’s right to pursue a claim against the Maker for legal relief against
monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation
of the transactions contemplated hereby (including a claim against the Maker to specifically perform its obligations under this Note)
so long as such claim would not affect the Maker’s ability to fulfill its obligation to effectuate any redemption, and (b) nothing
herein shall serve to limit or prohibit any claims that Payee may have in the future against the Maker’s assets or funds that are
not held in the Trust Account (including any funds that have been released from the Trust Account upon completion of the Business Combination
and any assets that have been purchased or acquired with any such funds).
Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of Maker and the Payee.
No assignment or transfer of this Note or any rights or obligations hereunder may be
made by any party hereto (by operation of law or otherwise) without the prior written consent
of the other party hereto and any attempted assignment without the required consent shall
Maker shall, at its own cost and expense, execute and do (or procure to be
executed and done by any other necessary party) all such deeds, documents, acts and things
as the Payee may from time to time require as may be necessary to give full effect to this
ON FOLLOWING PAGE]
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above
Chief Executive Officer
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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Other recent filings from the company include the following:
Amendments to Articles of Incorporation or - Oct. 13, 2021
Lawrence M. Feis just provided an update on share ownership of Petra Acquisition Inc. - Oct. 12, 2021
Paul J. Glazer just provided an update on share ownership of Petra Acquisition Inc. - Oct. 12, 2021
Prospectuses and communications, business combinations - Oct. 4, 2021
Lawrence M. Feis just provided an update on share ownership of Petra Acquisition Inc. - Sept. 28, 2021