Exhibit 10.1
Execution Version
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 10, 2024 by and among OOMA, INC. (the “Borrower”), each Lender party hereto and CITIZENS BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to the Credit Agreement, dated as of October 20, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”); and
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders party hereto amend certain provisions of the Credit Agreement, and, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Lenders party hereto are willing to do so, on the terms and conditions set forth herein.
(g) so long as (i) no Specified Event of Default shall have occurred and be continuing both before and after giving effect thereto and (ii) the Borrower is in compliance on a Pro Forma Basis with Section 7.12 after giving effect thereto, the Borrower may make board approved open market share repurchases in respect of its Equity Interests in an aggregate amount for all such share repurchases made in reliance on this clause (g) not to exceed $6,000,000.
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[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
Borrower:
OOMA, INC. | ||
By: |
/s/ Shig Hamamatsu | |
| Name: Shig Hamamastsu |
|
| Title: CFO |
|
Guarantors:
TALKATONE, LLC
By: /s/ Shig Hamamatsu
Name: Shig Hamamastsu
Title: Manager
BROADSMART GLOBAL, INC.
By: /s/ Shig Hamamatsu_______________________
Name: Shig Hamamastsu
Title: President
JUNCTION NETWORKS INC.
By: /s/ Shig Hamamatsu_______________________
Name: Shig Hamamastsu
Title: Treasurer
ARUBA ACQUISITION SUBSIDIARY INC.
By: /s/ Shig Hamamatsu_______________________
Name: Shig Hamamastsu
Title: President
2600HZ, INC.
By: /s/ Shig Hamamatsu_______________________
Name: Shig Hamamastsu
Title: Treasurer
[Signature Page to Amendment]
CITIZENS BANK, N.A., as Administrative Agent and Lender
By: /s/ Robert F Roden________________________
Name: Robert F Roden
Title: Managing Director
[Signature Page to Amendment]