Exhibit 10.2
ASPEN AEROGELS, INC.
AMENDMENT TO NOTE PURCHASE AGREEMENT
This Amendment to Note Purchase Agreement (this “Amendment”), is effective as of November 28, 2022, and is made by and among Aspen Aerogels, Inc., a Delaware corporation (the “Company”), and Wood River Capital, LLC, a Delaware limited liability company (the “Purchaser”). Except as expressly provided otherwise in this Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Note Purchase Agreement dated as of February 15, 2022, by and among the Company and the Purchaser (the “NPA”).
WHEREAS, the Company and the Purchaser are party to the NPA, pursuant to which the Company previously issued Convertible Senior PIK Toggle Notes due 2027 (each a “Note” and collectively, the “Notes”) to the Purchaser;
WHEREAS, the Company and the Purchaser desire to amend the NPA, as described further herein; and
WHEREAS, Section 6.03 of the NPA provides that the NPA may be amended with the written consent of the Company and the Purchaser.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Section 4.02(a) of the NPA. Section 4.02(a) of the NPA is hereby amended and restated to read in its entirety as follows:
a. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not transfer any of the Notes or any shares of Company Common Stock issuable or issued upon conversion of the Notes to (i) any of its Affiliates that did not execute and deliver to the Company a Joinder becoming a Purchaser party to this Agreement or did not deliver to the Company a duly completed and executed applicable IRS Form, (ii) any transferee (or Affiliate thereof) included on the list of competitors of the Company included as Schedule B hereto, (iii) any Activist Investor (or Affiliate thereof) or (iv) any holder of more than 9% of the outstanding Company Common Stock at the time of such transfer (each such action also constituting a “Prohibited Transfer”). Any purported Prohibited Transfer in violation of this Section 4.02 shall be null and void ab initio.
2. Miscellaneous. This Amendment shall become effective and binding as of the first date written above. Except as amended and set forth above, the NPA and the Notes shall continue in full force and effect. This Amendment shall be governed by and construed under the laws of the State of New York, without regard to its conflict of laws provisions. This Amendment, together with the NPA, any agreement or document contemplated in the NPA, the Notes and all exhibits and schedules attached thereto, constitute the entire agreement among the
