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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 11, 2023
PARTS iD, Inc.
(Exact name of Registrant as Specified in Its
Charter)
| Delaware |
|
001-38296 |
|
81-3674868 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1 Corporate Drive
Suite C
Cranbury, New Jersey 08512
(Address of Principal Executive Offices, including
Zip Code)
(609)
642-4700
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.
below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of exchange on which registered |
| Class A Common Stock |
|
ID |
|
NYSE American |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
As previously disclosed, on October 20, 2023, PARTS
iD, Inc., a Delaware corporation (the “Company”) entered into a Note Purchase Agreement (the “Unsecured Purchase Agreement”)
whereby the Company agreed to issue and sell to Sanjiv Gomes, the Company’s Chief Information Officer, in a private placement, an
unsecured promissory note in the aggregate principal amount of $1,000,000 (the “Unsecured Note”).
On December 11, 2023, the Company entered into
an Amended and Restated Note Purchase Agreement (the “Amended Purchase Agreement”) and an amended and restated junior secured
promissory note (the “Amended Note”) with Mr. Gomes and Lev Peker, the Company’s Chief Executive Officer and a director
of the Company, which amended and restated in its entirety the Unsecured Purchase Agreement and Unsecured Note, respectively. Pursuant
to the terms of the Amended Purchase Agreement, the Company issued the Amended Note to (i) Mr. Gomes in consideration for the $1,000,000
loan provided to the Company in connection with the issuance of the Unsecured Note and (ii) Mr. Peker in consideration for an additional
$1,000,000 loan provided to the Company. All of the disinterested directors of the Company’s Board of Directors, as well as the
disinterested directors of the Audit Committee, reviewed and approved the terms of the Amended Purchase Agreement and the Amended Note.
The total aggregate principal amount of the Amended
Note is $2,300,000. The Amended Note matures on December 11, 2024 (the “Maturity Date”). Upon the Maturity Date, the Company
shall repay (i) to Mr. Gomes, the $1,000,000 principal amount plus any accrued but unpaid interest thereon and (ii) to Mr. Peker, $1,300,000.
The $1,000,000 principal amount in respect of Mr. Gomes bears interest at the rate of 7.75% per annum, compounded semi-annually and the
$1,300,000 principal amount in respect of Mr. Peker does not bear interest.
The Amended Note is strictly subordinated to the
indebtedness owed to Lind Global Fund II LP, a Delaware limited partnership (“Lind”) by the Company pursuant to that certain
Securities Purchase Agreement, dated as of July 14, 2023, as amended. The Amended Note is secured by a junior security interest in all
of the Company’s right, title, and interest in and to all of the Company’s assets, excluding the Existing Commercial Tort
Claim (as defined in that certain Security Agreement, dated July 14, 2023, by and between the Company and Lind). The Amended Note also
provides that the Company, Mr. Gomes and Mr. Peker intend for the Amended Note to be an emergency loan advance to bridge the Company to
a possible debtor-in-possession financing facility and for such advance to be included as part of that facility (if and when applicable).
The Company intends to use the proceeds from the
issuance of the Amended Note for working capital purposes and the repayment of current indebtedness.
The Amended Note was issued by the Company in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)
and has not been registered under the Securities Act.
The foregoing descriptions of the Amended Purchase
Agreement and the Amended Note thereby are not complete and are subject to, and qualified in their entirety by reference to, the full
text of the Amended Purchase Agreement and the form of Amended Note, which are included as Exhibits 10.1 and 10.2 to this Current Report
on Form 8-K, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above in Item 1.01 of
this Current Report on Form 8-K regarding the issuances of the Amended Note is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed
as part of this report:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
PARTS ID, INC. |
| |
|
|
| Date: December 13, 2023 |
By: |
/s/ John Pendleton |
| |
|
Name: |
John Pendleton |
| |
|
Title: |
Executive Vice President, Legal & Corporate Affairs |
3
Exhibit
10.1
Execution Version
Amended and Restated Note Purchase
Agreement
This AMENDED AND RESTATED
NOTE PURCHASE AGREEMENT (this “Agreement”) amends and restates in its entirety that certain Note Purchase Agreement
entered into on October 20, 2023 (the “Original Agreement”), by and between PARTS iD, Inc., a Delaware corporation
(the “Company”), and Sanjiv Gomes, the Company’s Chief Information Officer (“Mr. Gomes”),
and is made as of the 11th day of December, 2023 (the “Effective Date”), by and among the Company and the purchasers
listed on Exhibit A attached hereto (collectively, the “Purchasers”, and individually, a “Purchaser”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note (as defined
below).
RECITALS
Pursuant to the Original Agreement,
on October 20, 2023, Mr. Gomes advanced loans in the aggregate principal amount of One Million Dollars ($1,000,000) to the Company (the
“Initial Loan”), and the Company issued to Mr. Gomes that certain Unsecured Promissory Note, dated as of October 20,
2023 (the “Initial Note”).
Subject to the terms of this
Agreement, Lev Peker, the Company’s Chief Executive Officer and a director of the Company (“Mr. Peker” and together
with Mr. Gomes, the “Purchasers”), now desires to advance loans to the Company, and the Company desires to borrow from
Mr. Peker up to an aggregate principal amount of One Million Dollars ($1,000,000) (the “New Loan” and together with
the Initial Loan, the “Loans”).
The Purchasers and the Company
desire to amend and restate the Original Agreement in order to, among other things, permit the New Loan and to secure the Loans, as further
set forth herein.
The parties hereby agree as
follows:
1.
Amount and Terms of the Note.
1.1
General. The Loans shall be evidenced by a junior secured promissory note (a “Note”), in the form attached
hereto as Exhibit B, issued by the Company to the Purchasers in the aggregate principal amount of $2,300,0000, which shall amend
and restate the Initial Note in its entirety. In accordance with the terms and conditions of the Note, (i) interest shall accrue on the
outstanding principal amount of the Initial Loan, (ii) the outstanding principal amount of the New Loan shall bear no interest and (iii)
upon the Maturity Date (as defined in the Note), the Company hereby agrees to repay the New Loan in the amount of Mr. Peker’s Loan
Amount as set forth on Exhibit A attached hereto.
1.2
The Closing. The closing (the “Closing”) of the purchase and sale of the Note shall be held on the Effective
Date or at such other time as the Company and the Purchasers have mutually agreed upon (the “Closing Date”). At the
Closing, Mr. Peker shall have delivered to the Company wire transfer funds in the amount of the sum of Mr. Peker’s Loan Amount,
as set forth next to Mr. Peker’s name on Exhibit A attached hereto; and (ii) the Company shall issue and deliver to the Purchasers
the Note in favor of the Purchasers in the aggregate Loan Amounts for all Purchasers as set forth on Exhibit A attached hereto.
2.
Representations, Warranties and Covenants of the Company.
The Company hereby represents
and warrants to the Purchasers that the following representations and warranties are true and complete as of the Effective Date and the
Closing Date, except as otherwise indicated:
2.1
Organization; Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently
conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities,
financial condition, property or results of operations of the Company.
2.2
Capitalization.
(a)
As of September 30, 2023, the authorized capital of the Company consists of:
(i)
110,000,000 shares of common stock, $0.0001 par value per share, including 100,000,000 shares of Class A common stock (the
“Common Stock”) and 10,000,000 shares of Class F common stock, with 42,932,553 shares of Class A common stock and no
shares of Class F common stock issued and outstanding immediately prior to the Effective Date. All of the outstanding shares of common
stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state
securities laws. The Company holds no common stock in its treasury; and
(ii)
1,000,000 shares of preferred stock, $0.0001 par value per share, none of which are outstanding immediately prior to the
Effective Date.
(b)
As of immediately prior to the Effective Date, the Company has reserved:
(i)
2,935,496 shares of Common Stock for future issuance to officers, directors, employees, consultants and advisors of the
Company pursuant to its 2020 Equity Incentive Plan duly adopted by the board of directors (the “Board of Directors”)
and approved by the Company’s stockholders, of which 2,580,445 shares of Common Stock are subject to outstanding equity awards;
and
(ii)
2,043,582 shares of Common Stock for future issuance to officers and employees of the Company pursuant to its 2020 Employee
Stock Purchase Plan duly adopted by the Board of Directors and approved by the Company’s stockholders.
2.3
Subsidiaries. Except as set forth on Schedule 2.3 attached hereto, the Company does not currently own or control,
directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association,
or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.
2.4
Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and the Note and any
other document provided for herein or by any of the foregoing (collectively, as the same may from to time be amended, modified, supplemented
or restated, the “Loan Documents”) and to carry out and perform its obligations under the terms of the Loan Documents.
2.5
Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization,
execution, delivery and performance of the Loan Documents by the Company and the performance of the Company’s obligations thereunder,
including the authorization for the issuance and delivery of the Note, has been taken or will be taken prior to the issuance of such equity
securities. The Loan Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company
enforceable in accordance with their terms, subject to laws of general application relating to equitable principles, bankruptcy, insolvency,
the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The issuance of the Note
pursuant to the provisions of this Agreement will not give rise to any preemptive rights or rights of first refusal granted by the Company,
and the Note will be issued in compliance with all applicable federal and state securities laws, and will be free of any liens or encumbrances,
other than any liens or encumbrances created by or imposed upon the holders through no action of the Company; provided, however, that
the Note may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required
by such laws at the time the transfer is proposed.
2.6
Offering. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 3 hereof,
the offer, issue, and sale of the Note is and will be exempt from the registration and prospectus delivery requirements of the Securities
Act of 1933, as amended (the “Securities Act”), and have been registered or qualified (or are exempt from registration
and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.
2.7
Compliance with Other Instruments. Neither the authorization, execution and delivery of this Agreement, nor the issuance
and delivery of the Note will constitute or result in a default or violation of (a) any law or regulation applicable to the Company, (b)
any term or provision of the Company’s certificate of incorporation or bylaws, as each may be amended and/or restated from time
to time, or (c) any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment,
decree, order or writ, other than, with respect to clauses (a) and (c), such violations that would not individually or in the aggregate
have a material adverse effect on the Company. The execution, delivery and performance of the Loan Documents, and the consummation of
the transactions contemplated by the Loan Documents, will not result in any such violation or be in conflict with, or constitute, with
or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or
writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation,
impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business
or operations or any of its assets or properties.
2.8
Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations,
declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution
and delivery of this Agreement, the offer, sale or issuance of the Note or the consummation of any other transaction contemplated hereby
shall have been obtained and will be effective at such time as required by such governmental authority, except for filings pursuant to
applicable state and federal securities laws, which have been made or will be made in a timely manner.
2.9
Compliance with Laws. The operations of the Company have been conducted in material compliance with all applicable laws,
including, without limitation, all applicable laws promulgated by any governmental authority of competent jurisdiction. The Company has
not received written notice of any violation (or of any investigation, inspection, audit, or other proceeding by any governmental authority
involving allegations of any material violation) of any applicable law, and to the knowledge of the Company, no investigation, inspection,
audit, or other proceeding by any governmental authority involving allegations of any violation of any applicable law has been threatened.
2.10
Litigation. Except as set forth on Schedule 2.10, (A) there is no claim, action, suit, proceeding, arbitration, complaint,
charge or investigation pending or to the Company’s knowledge, currently threatened (i) against the Company or any officer or director
of the Company, or (ii) to the Company’s knowledge, that questions the validity of this Agreement, the Note, or the Loan Documents
or the right of the Company to enter into them, or to consummate the transactions contemplated by this Agreement, the Note, or the Loan
Documents, or (iii) to the Company’s knowledge, that would reasonably be expected to have, either individually or in the aggregate,
a material adverse effect on the Company; (B) neither the Company nor, to the Company’s knowledge, any of its officers or directors
is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency
or instrumentality (in the case of officers or directors, such as would affect the Company); and (C) there is no action, suit, proceeding
or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions,
suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior
employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information
or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.
2.11
Intellectual Property. Except as set forth on Schedule 2.11, (i) the Company (A) solely and exclusively owns, free
and clear of all liens or encumbrances, all right, title and interest in and to any and all trademarks, service marks, domain names, inventions,
know how, patents, copyrights, works of authorship, trade secrets, confidential information, software, and other intellectual property
(collectively, “Intellectual Property”) that the Company purports to own (collectively, “Owned IP”)
and (A) owns or has a valid license to use, sell, or license, as the case may be, all other Intellectual Property and information technology
rights, systems, and assets (collectively, “IT Systems”) used in or necessary to conduct its business as currently
conducted and proposed to be conducted and none of the foregoing will be adversely impacted by the execution or delivery of this Agreement
or the consummation of the transactions contemplated hereby; (ii) the Company and the conduct of the Company’s business (including
its products and services) did not and do not infringe, misappropriate, or otherwise violate the Intellectual Property rights of any third
party nor constitute unfair competition or trade practices and the Company has not received any written notices (including offers to license)
and there are no claims, actions or proceedings pending (or to the knowledge of the Company, threatened), in each case, alleging any of
the foregoing or contesting the ownership, use, validity, or enforceability of any Owned IP; (iv) to the knowledge of the Company, no
third party has infringed, misappropriated or otherwise violated any Owned IP; (v) the Company takes reasonable steps to maintain, police
and protect all Owned IP and the confidentiality of all of its IT Systems and its confidential information and trade secrets, all of which
have been maintained in confidence and have not been disclosed other than pursuant to written non-disclosure and confidentiality agreements;
and (iv) all source code for any proprietary Company software is in the Company’s sole possession and maintained as strictly confidential.
3.
Representations and Warranties of the Purchasers.
Each Purchaser hereby represents
and warrants to, and agrees with, the Company that the following is true and complete as of the Effective Date and the Closing Date:
3.1
Purchase for Own Account. Each Purchaser understands that the Note has not been registered under the Securities Act on the
basis that no distribution or public offering of the stock of the Company is to be effected. Each Purchaser realizes that the basis for
the exemption may not be present if, notwithstanding its representations, the Purchaser has a present intention of acquiring the Note
for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation
in, or otherwise distributing the Note. Each Purchaser represents that it is acquiring the Note solely for its own account and beneficial
interest for investment and not for sale or with a view to distribution of the Note or any part thereof, has no present intention of selling
(in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently
have reason to anticipate a change in such intention.
3.2
Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth
in Section 2, each Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company
and it considers necessary or appropriate for deciding whether to acquire the Note, (ii) represents that it has had an opportunity to
ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Note and to obtain any additional
information necessary to verify the accuracy of the information given to each Purchaser and (iii) further represents that it has such
knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.
3.3
Ability to Bear Economic Risk. Each Purchaser acknowledges that investment in the Securities involves a high degree of risk,
and represents that it is able, without materially impairing its financial condition, to hold the Note for an indefinite period of time
and to suffer a complete loss of its investment.
3.4
Accredited Investor Status. Each Purchaser is an “Accredited Investor” as such term is defined in Rule 501 under
the Securities Act.
4.
Events of Default; Remedies.
4.1
Events of Default. Each of the following shall constitute an event of default (each, an “Event of Default”)
under this Agreement and the other Loan Documents:
(a)
The Company shall fail to pay (i) when due any principal or interest payment on the due date hereunder or (ii) any
other payment required under the terms of the Note or any other Loan Documents on the date due and such payment shall not have been made
within five (5) days of the Company’s receipt of the Purchasers’ written notice to the Company of such failure to pay;
(b)
Any representation or warranty made by the Company in any of the Loan Documents shall prove, when given, to be false or
misleading in any material respect;
(c)
The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in the Loan
Documents (other than those specified in Section 4.1(a)) and (i) such failure shall continue for 15 days, or (ii) if
such failure is not curable within such 15-day period, but is reasonably capable of cure within 30 days, either (A) such failure
shall continue for 30 days or (B) the Company shall not have commenced a cure in a manner reasonably satisfactory to the Purchasers
within the initial 15-day period;
(d)
The Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or
any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any general assignment for the benefit
of creditors or takes any corporate action in furtherance of any of the foregoing;
(e)
An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within thirty (30)
days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors
(or other similar official) is appointed to take possession, custody or control of any property of the Company; or
(f)
The Company’s stockholders or Board of Directors affirmatively vote to liquidate, dissolve, or wind up the Company
or the Company otherwise ceases to carry on its ongoing business operations.
4.2
Remedies. Upon the occurrence of any Event of Default and while it is continuing, all unpaid principal on the Note, accrued
and unpaid interest thereon and all other amounts owing under any of the Loan Documents shall, at the option of the Purchasers, and, upon
the occurrence of any Event of Default pursuant to Section 4.1(d), (e) or (f) above, automatically, be immediately due, payable
and collectible by the Purchasers pursuant to applicable law. In the event of any Event of Default, the Company shall pay all reasonable
attorneys’ fees and costs incurred by the Purchasers in enforcing its rights under the Note and the other Loan Documents and collecting
any amounts due and payable under the Note. No right or remedy conferred upon or reserved to the Purchasers under this Agreement is intended
to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to every other right and
remedy given hereunder or now and hereafter existing under applicable law.
5.
Conditions to Closing.
5.1
Conditions to Purchasers’ Obligations at the Closing. The obligations of the Purchasers under the Loan Documents are
subject to the fulfillment on or before each Closing of each of the following conditions, which may be waived in writing by the Purchasers:
(a)
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall
be true in all material respects on and as of each Closing with the same effect as though such representations and warranties had been
made on and as of the date of the Closing.
(b)
Performance. The Company shall have performed and complied in all material respects with all agreements, obligations,
and conditions contained in the Loan Documents that are required to be performed or complied with by it on or before the Closing.
(c)
Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the lawful issuance and sale of the Note shall be duly obtained
and effective as of the Closing.
(d)
Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at
the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchasers’ counsel,
which shall have received all such counterpart original and certified copies of such documents as it may reasonably request.
(e)
Loan Documents. The Company shall have duly executed and delivered to the Purchasers the following documents:
(i)
This Agreement; and
(ii)
The Note issued hereunder.
5.2
Conditions to Obligations of the Company. The obligations of the Company under the Loan Documents are subject to the fulfillment
on or before the Closing of each of the following conditions, which may be waived in writing by the Company:
(a)
Representations and Warranties. The representations and warranties made by the Purchasers in Section 3
shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the
date of the Closing.
(b)
Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the lawful issuance and sale of the Note shall be duly obtained
and effective as of the Closing.
(c)
Purchase Price. Each Purchaser shall have delivered to the Company their respective Loan Amount (as set forth on
Exhibit A attached hereto) in respect of a Note; provided that the Company acknowledges receipt of the Loan Amount from Mr. Gomes.
6.
Miscellaneous.
6.1
Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any
rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
6.2
Governing Law. The terms of this Agreement shall be construed in accordance with the laws of the State of Delaware, as applied
to contracts entered into by Delaware residents within the State of Delaware, and to be performed entirely within the State of Delaware.
6.3
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. This Agreement be executed and delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any signature page so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all
purposes.
6.4
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.
6.5
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt or (d) when transmitted by facsimile or electronic mail and receipt is acknowledged during normal
business hours, and if not, the next business day after transmission.
6.6
Amendment; Modification; Waiver. No amendment, modification or waiver of any provision of this Agreement or consent to departure
therefrom shall be effective unless in writing and approved by the Company and the Purchasers. Any amendment or waiver effected in accordance
with this Section 6.6 shall be binding upon the Purchasers and/or holder of the Note at the time outstanding, each future holder of such
securities, and the Company.
6.7
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and
shall be enforceable in accordance with its terms.
6.8
Entire Agreement. This Agreement, the Exhibits hereto, and the Loan Documents constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner
by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.
6.9
Finder’s Fee. The Purchasers shall not be obligated for any finder’s fee in connection with this transaction.
6.10
Expenses. The Company and the Purchasers shall pay their own costs and expenses incurred with respect to the negotiation,
execution, delivery and performance of this Agreement.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties
hereto have executed this Note Purchase Agreement as of the day and year first written above.
| |
COMPANY: |
| |
|
| |
PARTS ID, INC. |
| |
|
| |
By: |
/s/ John Pendleton |
| |
Name: |
John Pendleton |
| |
Title: |
Executive Vice President, Legal & Corporate Affairs |
| PURCHASERS: |
|
| |
|
| SANJIV GOMES |
|
| |
|
| /s/ Sanjiv Gomes |
|
SCHEDULE 2.3
PARTS iD, LLC, a Delaware limited liability company
SCHEDULE 2.10
The information described under
the heading “Legal Matters” in Note 7 to the Company’s Consolidated Financial Statements included in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 17 2023, is incorporated herein by
reference.
SCHEDULE 2.11
Pursuant to the terms of that
certain (i) the Security Agreement, by and among the Company and Lind Global Fund II LP (“Secured Party”), (ii) the Security
Agreement, by and between PARTS iD, LLC and the Secured Party, (iii) the Pledge Agreement, by and between the Company and the Secured
Party and (iv) the Trademark Security Agreement, by and between PARTS iD, LLC and the Secured Party, the Company has granted a senior
security interest in all of Company’s right, title, and interest in, to and under all of Company’s property (inclusive of
intellectual property), subject to certain exceptions as set forth in such agreements.
The junior secured convertible
promissory notes (the “March 2023 Notes”) issued by the Company to certain investors on March 6, 2023 are secured by a junior
security interest in all of the Company’s right, title, and interest in and to all of the Company’s assets, subject to the
subordination provisions contained in the March 2023 Notes and those certain subordination agreements, dated as of July 14, 2023, entered
into between the Secured Party and the holders of March 2023 Notes and July 2023 Notes (as defined below) (the “Subordination Agreements”).
The junior secured convertible
promissory note (the “July 2023 Notes”) issued by the Company to certain investors on July 13, 2023 are secured by a junior
security interest in all of the Company’s right, title, and interest in and to all of the Company’s assets, subject to the
subordination provisions contained in the July 2023 Notes and the Subordination Agreements.
The junior secured convertible
promissory note (the “October 2023 Note”) issued by the Company to Lev Peker, the Chief Executive Officer and a director of
the Company, on October 9, 2023 is secured by a junior security interest in all of the Company’s right, title, and interest in and
to all of the Company’s assets, subject to the subordination provisions contained in the October 2023 Note and the Subordination
Agreement, as amended.
The junior secured convertible
promissory note (the “November 2023 Note”) issued by the Company to 2642186 Ontario Inc. is secured by a junior security interest
in any potential proceeds from the Company’s currently pending litigation matters (i) in the District of Massachusetts and captioned
as Parts iD, Inc. v. ID Parts, LLC (Case No. 1:20-cv-1253-RWZ) and (ii) in the District of New Jersey and captioned as Onyx Enterprises,
Int’l Corp. v. Volkswagen Group of America, Inc. (Case No. 20-9976).
That certain (i) Purchase and
Sale of Future Receivables Agreement, dated as of September 11, 2023, by and between the Company and Riverside Capital NY and (ii) Standard
Merchant Cash Advance Agreement, dated as of September 11, 2023, by and between the Company and WAVE ADVANCE INC, are each secured by
a junior security interest in the future receivables and other related collateral under the Uniform Commercial Code in accounts and proceeds
of the Company, subordinated to the indebtedness incurred under that certain Securities Purchase Agreement, dated as of July 14, 2023,
by and between the Company and the Secured Party, as amended.
That certain Litigation Funding
Agreement, dated as of September 29, 2023, by and among the Company, PARTS iD, LLC and Pravati Investment Fund VI LP acting through Pravati
Capital, LLC, is secured by a first priority security interest in and to all the proceeds from the Company’s currently pending litigation
matters (i) in the District of Massachusetts and captioned as Parts iD, Inc. v. ID Parts, LLC (Case No. 1:20-cv-1253-RWZ) and (ii) in
the District of New Jersey and captioned as Onyx Enterprises, Int’l Corp. v. Volkswagen Group of America, Inc. (Case No. 20-9976).
That certain (i) Purchase and
Sale of Future Receivables Agreement, dated as of November 30, 2023, by and between the Company and Riverside Capital NY and (ii) Standard
Merchant Cash Advance Agreement, dated as of November 30, by and between the Company and WAVE ADVANCE INC, are each secured by a junior
security interest in the future receivables and other related collateral under the Uniform Commercial Code in accounts and proceeds of
the Company, subordinated to the indebtedness incurred under that certain Securities Purchase Agreement, dated as of July 14, 2023, by
and between the Company and the Secured Party, as amended.
EXHIBIT A
SCHEDULE OF PURCHASERS
| NAME | |
LOAN AMOUNT | |
| Sanjiv Gomes | |
$ | 1,000,000 | |
| Lev Peker | |
$ | 1,300,000 | |
| Total | |
$ | 2,300,000 | |
EXHIBIT B
FORM OF JUNIOR SECURED
PROMISSORY NOTE
Exhibit 10.2
Execution Version
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER THE ACT OR AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN APPLICABLE EXEMPTION THEREFROM.
AMENDED AND RESTATED JUNIOR SECURED PROMISSORY
NOTE
| $2,300,000 | December 11, 2023 |
This junior secured promissory
note (this “Note”) amends and restates in its entirety that certain Unsecured Promissory Note, dated as of October
20, 2023 (the “Original Note”), issued by PARTS iD, Inc., a Delaware corporation (the “Company”)
to Sanjiv Gomes. For value received, the Company hereby promises to pay the aggregate principal sum of Two Million Dollars ($2,300,000),
as follows: to the order of (i) Sanjiv Gomes, the principal sum of One Million Dollars ($1,000,000) (“Tranche A”) and
(ii) Lev Peker (“Agent”), the principal sum of One Million Three Hundred Thousand Dollars ($1,300,000) (“Tranche
B”). The outstanding principal amount of Tranche A shall accrue interest at the rate of seven and three-fourths percent (7.75%)
per annum, compounded semi-annually, computed on the actual number of days elapsed based on a 365-day year. Interest with respect to Tranche
A shall commence with the date hereof and shall continue accruing on the outstanding principal of Tranche A until paid in full. The outstanding
principal amount of Tranche B shall bear no interest. All payments on this Note shall be made by wire transfer of immediately available
funds or as otherwise determined by the Company to such account as the Purchasers may from time to time designate by written notice in
accordance with the provisions of this Note. Each Purchaser hereby appoints the Agent to act as its agent hereunder, with such powers
as are expressly delegated to the Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto.
1.
Payment; Maturity.
1.1 This
Note is issued pursuant to the terms of that certain Amended and Restated Note Purchase Agreement, dated as of December 11, 2023, by and
among the Company and the Purchasers (as the same may be amended from time to time, the “Purchase Agreement”). Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Purchase Agreement or other
Loan Documents (as defined in the Purchase Agreement).
1.2 All
applicable payments of interest and principal in cash shall be in lawful money of the United States of America. All payments shall be
applied as determined by the Purchasers. If any payments on this Note become due on a Saturday, Sunday or a public holiday under the laws
of the State of Delaware, such payment shall be made on the next succeeding business day and such extension of time shall be included
in computing interest in connection with such payment. Upon an Event of Default, all amounts of outstanding principal and accrued but
unpaid interest (as applicable) of this Note shall be payable in accordance with Section 4 below. If not repaid in full, the outstanding
principal and the accrued but unpaid interest (as applicable) of this Note (the “Note Amount”) shall become fully due
and payable upon December 11, 2024 (such date, the “Maturity Date”).
1.3 Security
Interest. As security for the payment and performance of the obligations representing the indebtedness evidenced by this Note, the
Company hereby grants to Purchasers a junior security interest in all of the Company’s right, title and interest in and to all of
the assets of the Company, excluding the proceeds from the Existing Commercial Tort Claim (as defined in that certain Security Agreement,
dated July 14, 2023, by and between the Company and Lind Global Fund II LP (“Lind”) (the “Collateral”).
The security interest granted to Purchasers hereunder shall be (i) expressly subordinated in right of payment to the prior payment in
full of all of the indebtedness owed by the Company to Lind pursuant to that certain Securities Purchase Agreement, dated as of July 14,
2023, as amended; and (ii) secures payment and performance of all obligations of the Company to the Purchasers under this Note, including
all unpaid principal and all other amounts payable by the Company to the Purchasers under this Note whether due or to become due, absolute
or contingent, liquidated or unliquidated, determined or undetermined, including any interest that accrues after the commencement of an
Insolvency Proceeding. As used herein, “Insolvency Proceeding” means any proceeding commenced, by the filing of a petition
for relief, by or against any person under the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency
law, including assignments for the benefit of creditors. The Company hereby irrevocably authorizes the Agent at any time and from time
to time to file in any filing office in any Uniform Commercial Code jurisdiction which the Agent considers necessary to perfect each Purchaser’s
interest in the Collateral any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets
of the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope
of Article 9 of the Uniform Commercial Code of the State or such other jurisdiction, or (ii) as being of an equal or lesser scope or with
greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State or such
other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Company
is an organization, the type of organization and any organizational identification number issued to the Company. The Company agrees to
furnish any such information to the Agent promptly upon the Agent’s reasonable request.
2. Postpetition
Financing. For the avoidance of doubt and notwithstanding any provision to the contrary herein, the Company and the Purchasers intend
for this Note to be an emergency loan advance to bridge the Company to a possible debtor-in-possession financing facility and for this
advance to be included as part of that facility; however, if the Court in any Insolvency Proceeding does not approve the inclusion of
the amounts under this Note in a debtor-in-possession financing facility, then the Company shall use reasonable best efforts as permitted
under applicable laws and regulations to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary,
proper, or advisable to cause this Note (and the obligations arising thereunder) to constitute, as adequate protection or otherwise, an
allowed administrative expense claim in any future Insolvency Proceeding of the Company, having priority over any and all administrative
expenses, diminution claims and all other priority claims against the Company now existing or hereafter arising, of any kind whatsoever
(subject to customary exceptions).
3. Incorporation
of Terms. The representations and warranties and rights and obligations of transfer and assignment of the Purchasers that are set
forth in Section 3 of the Purchase Agreement are hereby made a part of this Note and incorporated herein by this reference.
4. Default;
Remedies. The occurrence of any Event of Default described in Section 4 of the Purchase Agreement shall be an Event of Default
hereunder and the remedies described in Section 4 of the Purchase Agreement shall be the remedies available hereunder.
5. No
Impairment. Subject to the terms and conditions hereof, the obligation of the Company to pay to the Purchasers the principal hereof
and interest hereon as and when the same become due and payable shall remain unimpaired, and nothing shall prevent the holder of this
Note, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law.
6. Waiver;
Payment of Fees and Expenses. Company waives presentment and demand for payment, notice of dishonor, protest and notice of protest
of this Note, and shall pay all costs of collection when incurred, including, without limitation, reasonable attorneys’ fees, costs
and other expenses. The right to plead any and all statutes of limitations as a defense to any demands hereunder is hereby waived to the
full extent permitted by law. No delay by the Purchasers shall constitute a waiver, election or acquiescence by it.
7. Cumulative
Remedies. The Agent (acting on the instructions of the Purchasers) may exercise all rights and remedies under this Note and the other
Loan Documents. The Purchasers shall have all other rights and remedies not inconsistent herewith as provided under the Uniform Commercial
Code, by law or in equity. No exercise by the Purchasers of one right or remedy shall be deemed an election, and no waiver by the Purchasers
of any Event of Default shall be deemed a continuing waiver of such Event of Default or the waiver of any other Event of Default.
8. Miscellaneous
8.1 Governing
Law. The terms of this Note shall be construed in accordance with the laws of the State of Delaware, as applied to contracts entered
into by Delaware residents within the State of Delaware, and to be performed entirely within the State of Delaware.
8.2 Successors
and Assigns; Assignment. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. The Company may not assign this Note or delegate any of its obligations hereunder without the written consent
of the Purchasers. Provided there is no occurrence of an Event of Default (or such Event of Default has been remedied pursuant to the
terms of the Purchase Agreement), the Purchasers may not assign this Note and its rights hereunder without the prior written consent of
the Company.
8.3 Titles
and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing
or interpreting the Note.
8.4 Notices.
All notices required or permitted hereunder shall be in writing and shall be given in the manner and to the addresses set forth in the
Purchase Agreement.
8.5 Amendment;
Modification; Waiver. No term of this Note may be amended, modified or waived without the written consent of the Company and the Purchasers;
provided, however, that no such amendment, waiver or consent shall: (i) reduce the principal amount of this Note without
the Purchasers’ written consent, or (ii) reduce the rate of interest of this Note without Purchasers’ written consent. Any
amendment or waiver effected in accordance with this Section 8.5 shall be binding upon the Company, the Purchasers, and each transferee,
if any, of the Note.
8.6 Usury.
In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the
interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against
the principal of this Note.
8.7 Counterparts;
Electronic Signature. This Note may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Note may be executed and delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any signature page so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
8.8 Lost
Documents. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Note or any note exchanged for it, and an indemnity agreement reasonably satisfactory to the Company (in case of loss, theft or destruction)
or surrender and cancellation of such note (in the case of mutilation), the Company, at its own expense, will make and deliver in lieu
of such note a new note of like tenor and unpaid principal amount and dated as of the date to which interest has been paid on the unpaid
principal amount of the note in lieu of which such new note is made and delivered.
8.9 Invalidity.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. In such
an event, the parties will in good faith attempt to effect the business agreement represented by such invalidated term to the fullest
extent permitted by law.
8.10 Indemnification.
The Company shall pay, indemnify, defend, and hold the Purchasers harmless (to the fullest extent permitted by law) from and against any
and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and actual damages, and all
out-of-pocket fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection
therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit
is brought), at any time asserted against, imposed upon, or incurred by the Purchasers in connection with or as a result of or related
to the execution and delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto)
of this Note.
8.11 Amendment
and Restatement. This Note is given in substitution for, but not in payment of, the Original Note, and does not and shall not be deemed
to constitute a novation thereof. The execution and delivery of this Note does not and shall not be deemed to impair or modify the priority
of any security document executed in connection with the Original Note. Upon the execution of this Note, the indebtedness evidenced by
the Original Note shall no longer be evidenced by the Original Note, and the Original Note shall be of no further force and effect upon
the execution of this Note; provided, however, that all outstanding indebtedness, including, without limitation, principal
and interest under the Original Note as of the date of this Note, is hereby deemed indebtedness evidenced by this Note and is incorporated
herein by this reference.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties
hereto have executed this Junior Secured Promissory Note as of the day and year first written above.
| |
PARTS ID, INC. |
| |
|
|
| |
By: |
/s/ John Pendleton |
| |
Name : |
John Pendleton |
| |
Title: |
Executive Vice President, Legal & Corporate Affairs |
| AGREED TO AND ACCEPTED: |
|
| |
|
| SANJIV GOMES |
|
| |
|
| /s/ Sanjiv Gomes |
|
| |
|
| LEV PEKER |
|
| |
|
| /s/ Lev Peker |
|
Parts iD, Inc.
Junior Secured Promissory Note
- Signature Page -
v3.23.3
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