EXHIBIT 10.26
AMENDED AND RESTATED PROMISSORY NOTE
THIS AMENDED AND RESTATED PROMISSORY NOTE (“Agreement”) is made as of May 9th, 2022 (“Effective Date”) by and between AQUA GAS S.A.C. (“Aqua Gas”), JORGE ENRIQUE AREVALO GARCIA (“Arevalo”), JOSE ANTONIO ECHEVARRIA OLAZABAL (“Olazabal”) CARLOS KIYAN OYAMA (“Oyama”) AND MARIA ELIZABETH MIYASHIRO MIYASHIRO (“Miyashiro”) (Arevalo, Olazabal, Oyama and Miyashiro collectively referred to as “Guarantors”) and GLIDE MASTER FUND SPC LTD. – AV ALTERNATIVE FUND II (MASTER) SEGREGATED PORTFOLIO (“Glidemaster”) who are collectively referred to as the Parties as follows:
WHEREAS, Glidemaster loaned Aqua Gas $900,000.00 (“the Loan”) which loan was documented in a March 18, 2018 Promissory Note and
WHEREAS, the Guarantors guaranteed the Loan; and
WHEREAS, in January 2021, the Parties verbally agreed to extend the due date of the remaining unpaid principal balance of the Loan, in the amount of $256,593.23, and accrued and unpaid interest thereon, to November 2021;
WHEREAS, the Parties have agreed to further extend the due date of the remaining unpaid principal balance of the Loan and accrued and unpaid interest thereon; and
WHEREAS, the Parties have agreed to enter into this Amended and Restated Promissory Note.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:
1. Recitals: The foregoing recitals are true and correct.
2. Promissory Note: This Promissory Note is issued, in accordance with Article 10 of the Securities Law promulgated by Law No. 27287 of the Laws of Peru as follows: AQUA GAS S.A.C., a company incorporated and existing in accordance with the Laws of the Republic of Peru, identified with Single Taxpayer Registry No. 20601446279, duly represented by Mr. Carlos Kiyan Oyama, identified with National Document of Identity No. 08215454 and by Mr. Jose Antonio Echevarria Olazabal, identified with National Document of Identity No. 16428482, according to the powers inscribed in Electronic Part No. 13686708 of the Registry of Legal Persons of the Registry Office of Lima and Callao - Lima Office, with address for the purposes of this document in Javier Avenue Prado East, No. 560, Office No. 1903, district of San Isidro, province and department of Lima (the “Payor”), promises to pay unconditionally to the order of GLIDE MASTER FUND SPC LTD. - AV ALTERNATIVE FUND (MASTER) SEGREGATED PORTFOLIO, a company incorporated and organized according to the laws of the British Virgin Islands on August 7, 2015, under the registration number 1885572, managed and represented by AV Securities Inc., an anonymous company incorporated and organized according to the laws of the Republic of Panama and registered in the Mercantil Registry Folio No. 618528 (the “Holder”), the sum of $256,593.23 as of the execution of this Amended and Restated Promissory Note.
