Exhibit 10.3
Execution Version
AMENDMENT No. 5 TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT No. 5 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 17, 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, as further amended by Amendment No. 3, and as further amended by Amendment No. 4, 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:
Maintain Borrower’s and Guarantors Collateral Accounts with depositary institutions that have agreed to execute Control Agreements in favor of Collateral Agent with respect to such Collateral Accounts. The provisions of the previous sentence shall not apply to (x) Deposit Accounts, Securities Accounts and/or Commodities Accounts (1) that only contain cash collateral securing letters of credit, in each case, to the extent permitted by clause (k) of the definition of “Permitted Liens”, (2) exclusively used for payroll, (3) exclusively used for payroll Taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any Subsidiaries, employees, in each case of clauses (2) and (3) so long as the amounts in such accounts do not exceed amounts reasonably determined by the Borrower to be necessary to pay such obligations for the immediately following payment cycle and (4) other Deposit Accounts, Securities Accounts and/or Commodities Accounts so long as the amounts in such other accounts do not exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate at any one time or (y) the Deposit Account held at Bank of America, N.A., Singapore ending in x02017 (provided that the amount in such Deposit Account does not exceed the lesser of (i) Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate at any one time and (ii) the amount required to fund expenditures therefrom within the next 10 Business Days) (the foregoing accounts identified in clauses (x) and (y), collectively the “Excluded Accounts”).
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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. 5 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. 5 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
SLR HC FUND SPV, LLC,
as a Lender
By: /s/ Anthony Storino
Name: Anthony Storino
Title: Authorized Signatory
[Signature Page to Amendment No. 5 to Loan and Security Agreement]
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. 5 to Loan and Security Agreement]