Assignment and Assumption Agreement, dated May 31, 2023, between RCC Merger Sub, LLC and Broadmark Realty Capital Inc
Exhibit 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND Assumption Agreement (this “Agreement”) is made as of May 31, 2023, by and among Broadmark Realty Capital Inc., a Maryland corporation (the “Initial Company”) and RCC Merger Sub, LLC, a Delaware limited liability company (the “Successor Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Note Purchase Agreement (as defined herein).
W I T N E S S E T H:
WHEREAS, the Initial Company and the Purchasers (as such term is defined in the Note Purchase Agreement (as defined herein)) are parties to that certain Note Purchase Agreement, dated as of November 12, 2021 (the “Note Purchase Agreement”) pursuant to which the Initial Company issued its 5.00% Senior Notes due 2026 in an initial aggregate principal amount of $100,000,000 (the “Notes”);
WHEREAS, pursuant to, and subject to the terms and conditions set forth in, that certain Agreement and Plan of Merger, dated as of February 26, 2023, by and among Ready Capital Corporation, a Maryland corporation, the Successor Company and the Initial Company (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), on the date hereof, the Initial Company intends to merge with and into the Successor Company, with the Successor Company as the surviving entity;
WHEREAS, Section 10.2 of the Note Purchase Agreement provides that the Company will not, in any transaction or series of related transactions, consolidate with or merge into any Person unless such successor Person formed by such consolidation or into which the Company is merged expressly assumes the due and punctual payment of the principal of, any premium and interest on, all outstanding Notes and the due and punctual performance and observance of every obligation in the Note Purchase Agreement and the outstanding Notes to be observed or performed by the Company; and
WHEREAS, pursuant to the terms of this Agreement, the Initial Company shall assign to the Successor Company, and the Successor Company shall assume, all rights and obligations of the Initial Company as “Company” under the Note Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, each of the undersigned agrees as follows:
IN WITNESS WHEREOF, this Agreement has been duly executed by each of the undersigned as of the day and year first set forth above.
INITIAL COMPANY:
BROADMARK REALTY CAPITAL INC.
By: /s/ Jeffrey B. Pyatt
Name: Jeffrey B. Pyatt
Title: Interim Chief Executive Officer
SUCCESSOR COMPANY:
RCC MERGER SUB, LLC
By: Ready Capital Corporation, its sole Member
By: /s/ Andrew Ahlborn
Name: Andrew Ahlborn
Title: Chief Financial Officer