Exhibit 10.1
Execution Version
AMENDMENT No. 4 TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT No. 4 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 10, 2023, is made among Vapotherm, Inc., a Delaware corporation with offices located at 100 Domain Drive, Exeter, NH 03833 (the “Borrower”), the other Loan Parties party hereto, SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), in its capacity as collateral agent (in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
The Loan Parties, the Lenders and Collateral Agent are parties to a Loan and Security Agreement dated as of February 18, 2022 (as amended by Amendment No. 1, as further amended by Amendment No. 2, and as further amended by Amendment No. 3, the “Existing Loan and Security Agreement”; and the Existing Loan and Security Agreement as amended by this Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”). Borrower has requested that the Lenders agree to certain amendments to the Existing Loan and Security Agreement. The Lenders have agreed to such request, subject to the terms and conditions hereof.
Accordingly, the parties hereto agree as follows:
“Applicable Rate” means a per annum rate of interest equal to (a) the greater of (i) 1.00% and (ii) the Benchmark in effect from time to time, plus (b) the applicable All-In Margin (prior to January 1, 2024, an applicable portion of which may be PIK Interest) under Pricing Option 1, Pricing Option 2, or Pricing Option 3, in each case, to the extent available and as selected by Borrower. Notwithstanding the foregoing, upon the occurrence of a Benchmark Transition Event, Collateral Agent may, in good faith and in consultation with the Borrower amend this Agreement to replace the then-current Benchmark in a manner consistent with other loans in Collateral Agent’s portfolio so that such changes result in a substantially similar interest rate to the interest rate in effect immediately prior to the effectiveness of such Benchmark, and any such amendment shall become effective at 5:00 p.m. New York time on the third Business Day after Collateral Agent has notified Borrower of such amendment. Any determination, decision or election that may be made by Collateral Agent pursuant hereto will be conclusive and binding absent manifest error and may be made in Collateral Agent’s sole discretion and without consent from any other party.
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“Fee Letter” means that certain Fee Letter dated the Effective Date, between the Borrower and SLR and acknowledged by the other Loan Parties, as amended and restated on the Amendment No. 2 Effective Date, as further amended and restated on the Amendment No. 3 Effective Date, as further amended and restated on the Amendment No. 4 Effective Date (as defined in that certain Amendment No. 4 to Loan and Security Agreement, dated as of February 10, 2023), and as further amended, amended and restated, supplemented or otherwise modified from time to time.
“Minimum Net Equity Proceeds Milestone” means Borrower’s receipt of at least $25,000,000.00 in unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds from a bona fide equity financing or series of equity financings after the Amendment No. 3 Effective Date and prior to July 1, 2023.
“All-In Margin” means the total aggregate cash and PIK Interest rate set forth in the row labeled “All-In-Margin” in the tables set forth in the definitions of Pricing Option 1, Pricing Option 2 and Pricing Option 3.
“Amendment No. 4 Effective Date” has the meaning assigned to such term in that certain Amendment No. 4 to Loan and Security Agreement, dated as of February 10, 2023.
“Minimum Net Equity Proceeds Milestone 2” means Borrower’s receipt of at least $30,000,000.00 in unrestricted (including, not subject to any redemption, clawback, escrow or similar encumbrance or restriction) net cash proceeds from a bona fide equity financing or series of equity financings after the Amendment No. 3 Effective Date and prior to January 1, 2024.
“Pricing Option 1” means, pursuant to the applicable equity milestone set forth in the first row of the table below (labeled “Equity Milestone”), an all-in interest rate set forth in the corresponding cell in the second row of the table below (labeled “All-In Margin”), of which, at Borrower’s election and subject to Section 2.3, the amount set forth in the corresponding cell in the third row of the table below (labeled “PIK Availability”) shall be PIK Interest.
Equity Milestone | After the Amendment No. 4 Effective Date and prior to the completion of the Minimum Net Equity Proceeds Milestone | After the Amendment No. 4 Effective Date and completion of the Minimum Net Equity Proceeds Milestone, but prior to the completion of the Minimum Net Equity Proceeds Milestone 2 | After the Amendment No. 4 Effective Date and completion of the Minimum Net Equity Proceeds Milestone 2 |
All-In Margin | 8.30% | 8.30% | 8.30% |
PIK Availability | 0.00% | 0.00% | 0.00% |
“Pricing Option 2” means, pursuant to the applicable equity milestone set forth in the first row of the table below (labeled “Equity Milestone”), an all-in interest rate set forth in the corresponding cell in the second row of the table below (labeled “All-In Margin”), of which, at Borrower’s election and subject to Section 2.3, the amount set forth in the corresponding cell in the third row of the table below (labeled “PIK Availability”) shall be PIK Interest.
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Equity Milestone | After the Amendment No. 4 Effective Date and prior to the completion of the Minimum Net Equity Proceeds Milestone | After the Amendment No. 4 Effective Date and completion of the Minimum Net Equity Proceeds Milestone, but prior to the completion of the Minimum Net Equity Proceeds Milestone 2 | After the Amendment No. 4 Effective Date and completion of the Minimum Net Equity Proceeds Milestone 2 |
All-In Margin | 8.30% | 8.30% | Pricing Option 2 unavailable; must select Pricing Option 1 |
PIK Availability | 4.00% | 4.00% | Pricing Option 2 unavailable; must select Pricing Option 1 |
“Pricing Option 3” means, pursuant to the applicable equity milestone set forth in the first row of the table below (labeled “Equity Milestone”), an all-in interest rate set forth in the corresponding cell in the second row of the table below (labeled “All-In Margin”), of which, at Borrower’s election and subject to Section 2.3, the amount set forth in the corresponding cell in the third row of the table below (labeled “PIK Availability”) shall be PIK Interest.
Equity Milestone | After the Amendment No. 4 Effective Date and prior to the completion of the Minimum Net Equity Proceeds Milestone | After the Amendment No. 4 Effective Date and completion of the Minimum Net Equity Proceeds Milestone, but prior to the completion of the Minimum Net Equity Proceeds Milestone 2 | After the Amendment No. 4 Effective Date and completion of the Minimum Net Equity Proceeds Milestone 2 |
All-In Margin | 9.30% | Pricing Option 3 unavailable; must select Pricing Option 1 or Pricing Option 2 | Pricing Option 2 and Pricing Option 3 unavailable; must select Pricing Option 1 |
PIK Availability | 9.00% | Pricing Option 3 unavailable; must select Pricing Option 1 or Pricing Option 2 | Pricing Option 2 and Pricing Option 3 unavailable; must select Pricing Option 1 |
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[Balance of Page Intentionally Left Blank; Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first above written.
BORROWER:
VAPOTHERM, INC.,
as Borrower
By: /s/ John Landry
Name: John Landry
Title: Senior Vice President and Chief Financial Officer
GUARANTORS:
HGE HEALTH CARE SOLUTIONS, LLC,
as a Guarantor
By: /s/ John Landry
Name: John Landry
Title: Senior Vice President and Chief Financial Officer
VAPOTHERM ACCESS CARE MANAGEMENT NETWORK, LLC, as a Guarantor
By: /s/ John Landry
Name: John Landry
Title: Senior Vice President and Chief Financial Officer
VAPOTHERM ACCESS MANAGEMENT SERVICES, LLC, as a Guarantor
By: /s/ John Landry
Name: John Landry
Title: Senior Vice President and Chief Financial Officer
[Signature Page to Amendment No. 4 to Loan and Security Agreement]
COLLATERAL AGENT AND LENDERS:
SLR INVESTMENT CORP.,
as Collateral Agent and a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
[Signature Page to Amendment No. 4 to Loan and Security Agreement]
SCP PRIVATE CREDIT INCOME FUND SPV, LLC,
as a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
SCP PRIVATE CREDIT INCOME BDC SPV LLC,
as a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
SCP PRIVATE CORPORATE LENDING FUND SPV LLC,
as a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
SCP CAYMAN DEBT MASTER FUND SPV LLC,
as a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
SCP SF DEBT FUND L.P.,
as a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
[Signature Page to Amendment No. 4 to Loan and Security Agreement]
SLR HC FUND SPV, LLC,
as a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
SLR HC BDC LLC,
as a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
SLR CP SF DEBT FUND SPV LLC,
as a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
[Signature Page to Amendment No. 4 to Loan and Security Agreement]