THIS AMENDED AND RESTATED PROMISSORY NOTE (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.
AMENDED AND RESTATED PROMISSORY NOTE
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|Principal Amount: $300,000 || ||Dated as of December 22, 2020|
This Amended and Restated Promissory Note (this Note) is made as of the date hereof between Hudson Executive Investment Corp. III (formerly Hudson Executive Investment Corp. II), a Delaware corporation (the Maker) and HEC Sponsor III LLC (formerly HEC Sponsor II LLC) or its registered assigns or successors in interest (the Payee).
WHEREAS, the Maker and Payee entered into a Promissory Note (the Original Note), dated August 18, 2020, pursuant to which the Maker promised to pay to the Payee, the principal sum of Three Hundred Thousand Dollars ($300,000) or such lesser amount as shall have been advanced to Payee to Maker and shall remain unpaid under the Original Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described in the Original Note;
WHEREAS, the parties intend this Note to modify, amend and supersede the Original Note;
WHEREAS, on December 18, 2020, the Maker changed its name to Hudson Executive Investment Corp. III, a Delaware corporation and the Payee changed its name to HEC Sponsor III LLC, a Delaware limited liability company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Maker and Payee hereby agree as follows:
1. Principal. The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) August 18, 2021 or (ii) the date on which Maker consummates an initial public offering of its securities (such earlier date, the Maturity Date). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.
2. Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand Dollars ($300,000) in drawdowns under this Note to be used for costs and expenses related to Makers formation and the proposed initial public offering of its securities (the IPO). Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a Drawdown Request). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000). Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Three Hundred Thousand Dollars ($300,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.