Exhibit 10.1



 


 


AMENDMENT TO AMENDED
AND RESTATED LOAN PURCHASE AND SALE

AGREEMENT


 


THIS AMENDMENT TO AMENDED
AND RESTATED LOAN PURCHASE AND SALE AGREEMENT (the “Amendment”), effective as of June 28, 2021, is by and
among STADCO NEW ACQUISITION, LLC, a Delaware limited liability company (“Purchaser”), SUNFLOWER BANK, N.A. (“Seller”),
Stadco, a California corporation (“Borrower”), STADCO ACQUISITION, LLC, a California limited liability company (“Stadco
Acquisition”) and STADCO MEXICO, INC., Delaware corporation (collectively, with Stadco Acquisition, the “Guarantors”).
Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement (as defined
below).


 


BACKGROUND


 


WHEREAS, whereas Purchaser,
Seller, Borrower, and the Guarantors entered into that certain Amended and Restated Loan Purchase and Sale Agreement dated as of April
23, 2021 (the “Purchase Agreement”); and


 


WHEREAS, Purchaser,
Seller, Borrower, and the Guarantors now desire to amend the Purchase Agreement as set forth herein.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1.       Amendment
of Section 1.2. Section 1.2 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:


 


“Closing to take place within
fifteen (15) business days after notice by Seller that Borrower and Seller have filed for forgiveness of the PPP Loan with the U.S. Small
Business Administration (“SBA”). As of the date of this Agreement, the Closing Date is anticipated to be on or about June
15, 2021, with a grace period until July 30, 2021, if required by the parties hereto to consummate the transactions described herein.
If the SBA should reject the filing for forgiveness as incomplete or otherwise defective prior to the Closing, the Closing shall be postponed
until the filing is rectified.”


 


2.       Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, portable document
format or other electronic means shall be effective as delivery of a manually executed counterparty to this Amendment.


 


3.       Governing
Law. This Amendment shall be governed by and shall be construed in accordance with the laws of the State of Colorado. Except as
modified by this Amendment, the Purchase Agreement shall remain in full force and effect without change.


 


[Signature Page Follows]


 




     


     


    


 


 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment to Amended and Restated Loan Purchase and Sale Agreement on the day and year first above
written.


 





 


	 	SELLER:
	 
	 	SUNFLOWER BANK, N.A.
	 	 
		By:	/s/ Kevin Krebaum	 
		Name:	Kevin Krebaum	 
		Title:	Special Asset Officer	 
	 	 
	 	PURCHASER:
	 	 
	 	STADCO NEW ACQUISITION, LLC
	 	 
		By:	 /s/ Alexander Shen	 
		Name:	Alexander Shen	 
		Title:	Chief Executive Officer	 
	 	 
	 	 
	
	 	BORROWER:
		STADCO
	 	 
		By:	/s/ Douglas A. Paletz	 
		Name:	Douglas A. Paletz	 
		Title:	President	 
	 	 
	 	 
	 	GUARANTORS:
	 	 
	 	STADCO Acquisition, LLC
	 	 
		By:	 /s/ Babak Parsi	 
		Name:	Babak Parsi	 
		Title:	President	 
	 	 
	 	 
	 	STADCO Mexico, Inc.
	 	 
	 	 
		By:	 /s/ Babak Parsi	 
		Name:	Babak Parsi	 
		Title:	President / Officer	 





 





 


Signature Page to Amendment to Amended and Restated
Loan Purchase Agreement