Exhibit 10.6
FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (this “Amendment”) is made and entered into as of
November 12, 2025, by and between:
Lender:
NEWLAN PLLC
4400 Buffalo Gap Rd
Abilene, TX 79606
Borrower:
SUN
10 Lily Pond Lane
East Hampton, New York 11937
The Lender and the Borrower are collectively referred to as the “Parties.”
RECITALS
WHEREAS, the Parties entered into that certain Loan Agreement dated November 13, 2024 (the “Loan Agreement”); and
WHEREAS, the Parties desire to amend the Loan Agreement to defer the timing of the first interest payment, while leaving all other terms and conditions unchanged.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Parties agree as follows:
| 1. | Amendment to Interest and Repayment Terms |
Notwithstanding anything to the contrary in the Loan Agreement:
| · | The first annual interest payment, originally due on November 13, 2025, is hereby deferred and shall instead be due on November 13, 2026. | |
| · | Interest shall continue to accrue in accordance with Section 3 of the Loan Agreement during the deferral period. | |
| · | All subsequent interest payments shall remain due in accordance with the original repayment schedule set forth in the Loan Agreement. | |
| · | No principal payments are required during the deferral period unless otherwise agreed in writing by the Parties. |
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| 2. | No Waiver |
The deferral of the first interest payment pursuant to this Amendment shall not constitute a waiver of any rights of the Lender under the Loan Agreement, and shall not be deemed a default or modification of any other payment obligations.
| 3. | Ratification |
Except as expressly amended hereby, all terms and conditions of the Loan Agreement remain in full force and effect and are hereby ratified and confirmed by the Parties.
| 4. | Governing Law |
This Amendment shall be governed by and construed in accordance with the laws of the State of New York, consistent with the Loan Agreement.
| 5. | Counterparts |
This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
LENDER:
NEWLAN PLLC
By: /s/ Johnathan Newlan
Name: Johnathan Newlan
CEO
Date: November 12, 2025
BORROWER:
SUN
By: /s/ Michael Ssebugwawo Muyingo
Name: Michael Ssebugwawo Muyingo
CEO
Date: November 12, 2025
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