Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - IOTA COMMUNICATIONS, INC. | iotc_8k.htm |
EX-10.2 - PROMISSORY NOTE - IOTA COMMUNICATIONS, INC. | iotc_ex102.htm |
EX-10.1 - PROMISSORY NOTE - IOTA COMMUNICATIONS, INC. | iotc_ex101.htm |
Exhibit 10.3
Link Labs Inc.
130
Holiday Court, Suite 100
Annapolis,
MD 21401
December
31, 2019
CONFIDENTIAL
IOTA
Communications, Inc.
Attn:
Terrence DeFranco
645
Hamilton Street, Suite 400
Allentown,
PA 18101
Re:
Second Closing under Asset
Purchase Agreement
Dear
Sir:
Reference is hereby
made to that certain Asset Purchase Agreement, dated as of November
15, 2019 (the “APA”), by and among IOTA Communications,
Inc., a Delaware corporation (“Buyer”), and Link Labs,
Inc., a Delaware corporation (“Seller,” and together
with Buyer, the “Parties”). Unless otherwise defined
herein, capitalized terms used in this letter agreement (this
“Letter Agreement”) shall have the meanings given to
them in the APA.
In
consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, the Parties, intending
to be legally bound, hereby agree as follows:
1.
Delayed
Closing.
Pursuant to Section
6.2(b) of the APA, Seller is to deliver to Buyer (i) evidence of
termination of the existing agreements constituting the Second
Closing Assets (the “Termination of Agreements”), and
(ii) an officer’s certificate, dated as of the Second Closing
Date and executed by a duly authorized officer of Seller,
certifying that the representation and warranties of Seller set
forth in Article 3 of the APA remain accurate and complete (the
“Officer’s Certificate,” and together with the
Termination of Agreements, the “Seller Closing
Deliverables”). Pursuant to Section 6.3(b) of the APA, Buyer
is to deliver to Seller (i) payment of $1,000,000 by wire transfer,
(ii) the Second Invoice Payment, and (iii) the Promissory Notes in
the form attached as Exhibit 6.3(b) (together, the “Buyer
Closing Deliverables”). Pursuant to Section 2.2(b) of the
APA, Seller is to deliver the Seller Closing Deliverables and Buyer
is to deliver the Buyer Closing Deliverables by December 31, 2019.
In furtherance of the intent of the APA and the transactions
contemplated therein, and subject to Section 2 herein, the Parties
hereby agree as follows:
a)
Seller shall
deliver to Buyer the Officer’s Certificate on December 31,
2019;
b)
Buyer shall deliver
to Seller the Promissory Notes on December 31, 2019;
c)
Buyer shall deliver
to Seller payment of $1,000,000 on or before January 3,
2020;
d)
Buyer shall pay to
Seller the Second Invoice Payment on or before January 17, 2020;
and
e)
Seller shall,
conditioned upon Seller’s receipt of the Buyer Closing
Deliverables, deliver to Buyer the Termination of Agreements on or
before January 17, 2020.
2.
Reservation of
Rights.
This
Letter Agreement also serves to advise the Buyer that nothing in
this Letter Agreement or any delay by Seller in exercising any
rights, powers, privileges or remedies under the APA or applicable
law with respect to the delay of the consummation of the Second
Closing under the APA shall constitute a waiver of the same now
existing or hereafter arising under the APA or applicable law. This
Letter Agreement is not, and shall not be deemed to be, a waiver
of, or a consent to, any default or noncompliance now existing or
hereafter arising under or relating to the APA.
3. Miscellaneous.
This
Letter Agreement shall be governed by and construed in accordance
with the internal laws of Delaware, without giving regard to the
conflict of laws provisions thereof and each of the Parties hereby
agrees that the provisions of Section 8.6 (Jurisdiction, Venue and
Waiver of Jury Trial) of the APA shall be incorporated herein by
reference. This Letter Agreement may be amended or modified only by
written agreement of each of the Parties. This Letter Agreement may
not be assigned except by the written consent of the non-assigning
party (which consent may be granted or withheld in each such
non-assigning party's sole discretion). Each party hereto agrees to
take such actions and execute and acknowledge all documents and
writings reasonably necessary to carry out the full intent and
purposes of this Letter Agreement. The parties hereto acknowledge
and agree that to the extent any terms and provisions of this
Letter Agreement are in any way inconsistent with or in conflict
with any term or provision of the APA, this Letter Agreement shall
govern and control. All notices under this Letter Agreement shall
be provided in accordance with the procedures set forth in Section
8.1 (Notices) of the APA and to the addresses set forth therein.
This Letter Agreement and any amendment hereto may be signed in any
number of counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one Letter
Agreement (or amendment, as applicable). This Letter Agreement will
become effective and binding upon each party when executed by such
party, and the delivery of such signature by e-mail delivery of a
".pdf" format data file shall create a valid and binding obligation
of the party signing.
If
Buyer agrees with the foregoing, please so indicate by executing
this Letter Agreement in the place provided below, whereupon this
Letter Agreement will constitute a binding agreement among the
Parties.
***
[signature pages to follow]
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Sincerely,
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LINK LABS, INC. |
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By:
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/s/ Jennifer
Halstead
|
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Name: Jennifer
Halstead
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Title:
Chief
Financial Officer
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[Signature Page to Side Letter Agreement]
Acknowledged
and agreed to as of the date first set forth above:
IOTA
COMMUNICATIONS, INC.
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By: /s/ Terrence
DeFranco
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Name: Terrence
DeFranco
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Title: Chief
Executive Officer
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