Other Information
−Removed: On March 22, 2023, the Company entered into that certain Supply Chain Line
−Removed: of Credit with OCI Limited (“OCI”), whereby OCI may provide a supply chain line of credit in the amount of up to $100 million
−Removed: based on the amounts of approved accounts receivable of the Company (the “Credit Facility”).
−Removed: In order to request a drawdown
−Removed: on the Credit Facility, the Company is required to submit a transaction request to OCI which sets forth the terms of the applicable account
−Removed: receivables, including but not limited to the name of the party responsible for the applicable account receivables (the “Obligor”),
−Removed: the terms of repayment and the amount of such receivables.
−Removed: The Company has no obligation to submit a drawdown request and OCI is not obligated
−Removed: to accept any drawdown request from the Company.
−Removed: In the event OCI accepts a drawdown request of the Company and upon satisfaction of certain
−Removed: conditions required by OCI to issue the drawdown, OCI will disburse funds to the Company for such drawdown in an amount equal to the full
−Removed: value of the applicable account receivables assigned to OCI minus any transaction expenses incurred by OCI and the full amount of interest
−Removed: to be incurred for such receivables over the term of the drawdown.
−Removed: The Company will pay interest on any drawdown at the Secured Overnight
−Removed: Financing Rate +300 basis points.
−Removed: Upon the disbursement of funds to the Company for a drawdown, the Company will assign all rights to
−Removed: such account receivables of the Obligor to OCI.
−Removed: The Company will act as collection agent on any account receivables assigned to OCI and
−Removed: agrees to establish a designated bank account for the purpose of collecting payment on any applicable account receivables that are assigned
−Removed: In the event (i) the Company is in material breach of the Credit Facility, (ii) the Company or the Obligor is insolvent or is
−Removed: subject to reorganization or liquidation, or (iii) any dispute related to an agreement with an Obligor or non-payment by an Obligor, OCI
−Removed: has the right to exercise any contractual rights it may have against Obligor, increase the interest rate to the agreed upon default interest
−Removed: rate, and demand immediate repayment by the Company for the outstanding amounts owed under such account receivables.
−Removed: The Company has also
−Removed: agreed to indemnify OCI for any losses incurred by OCI in connection with the Credit Facility.
−Removed: Either party may terminate the Credit Facility
−Removed: at any time by providing fifteen (15) days prior written notice to the other party.
−Removed: To date, Beam Global has not drawn on this line of
−Removed: The foregoing description of the Credit Facility contained herein does not purport to be complete and is qualified in its entirety
−Removed: by reference to the Credit Facility, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Incorporated by Reference
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Amendment to Bylaws
−Removed: Binding Letter of Intent Agreement dated June 12, 2023
−Removed: OCI Limited Line of Credit Agreement
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
−Removed: Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
+Added: Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Ac t
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
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its behalf by the undersigned, thereunto duly authorized.
−Removed: August 14, 2023
+Added: November 14, 2023
/ s/ Desmond Wheatley
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.