Amendment to Convertible Promissory Note Purchase Agreement AND CONVERTIBLE PROMISSORY NOTE
THIS Amendment to CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made as of September 24, 2023 by and among Tigo Energy, Inc., a Delaware corporation (the “Company”), and L1 Energy Capital Management S.à.r.l., the energy investment division of LetterOne (the “Purchaser”).
WHEREAS, the Company and the Purchaser are parties to that certain Convertible Promissory Note Purchase Agreement, dated as of January 9, 2023 (the “Purchase Agreement”), as amended by the First Amendment to Convertible Promissory Note Purchase Agreement, dated September 4, 2023 (the “First Amendment to Purchase Agreement”);
WHEREAS, in accordance with the terms of the Purchase Agreement, on January 9, 2023 the Company issued to the Purchaser that certain Convertible Promissory Note (the “Convertible Note”) in an aggregate principal amount of $50.0 million;
WHEREAS, pursuant to Section 8.9 of the Purchase Agreement, the Purchase Agreement or the Convertible Note may be amended and observance of any term of the Purchase Agreement or the Convertible Note may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Requisite Holders;
WHEREAS, the Purchaser is the sole holder of the Convertible Note;
WHEREAS, pursuant to Section 3 of the First Amendment to Purchase Agreement, the First Amendment to Purchase Agreement may not be amended except by an instrument in writing signed by the Company and the Purchaser; and
WHEREAS, the Company and the Purchaser desire to amend the Purchase Agreement, the Convertible Note and the First Amendment to Purchase Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:
“(b) Payment of Dividends. The Company shall not make, declare or pay any dividend or distribution (whether in the form of cash, stock, property or otherwise) to the stockholders of the Company or make any other distributions in respect of the equity interests of the Company during the period in which any amounts due under the Notes are outstanding; provided, that, for the avoidance of doubt, the foregoing shall not prohibit a stock split. In the event the Company makes or declares or pays any dividend or distribution in violation
of this Section 6.2(b), then the Company shall pay to the Purchaser, in cash, as liquidated damages, and not as a penalty, an amount equal to 9.09% of the aggregate amount of such dividend or distribution that is actually paid to the Company’s stockholders. Notwithstanding anything to the contrary in this Agreement, the liquidated damages specified in the immediately preceding sentence shall be the Purchaser’s sole and exclusive remedy in the event of a dividend or distribution in violation of this Section 6.2(b).”
“Valuation Amount” means $550,000,000.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
TIGO ENERGY, INC.
By: /s/ Bill Roeschlein
Name: Bill Roeschlein
Title: Chief Financial Officer
[Signature Page to Amendment to Convertible Promissory Note Purchase Agreement and Convertible Promissory Note]
L1 ENERGY CAPITAL MANAGEMENT S.À.R.L.
By: /s/ Maxime Nino
Name: Maxime Nino
Address: 1-3 boulevard de la Foire, L-1528 Luxembourg