Exhibit 10.2
Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted from this Exhibit 10.2 and will be furnished to the Securities and Exchange Commission supplementally upon request.
AMENDMENT NO. 3
TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY, dated as of March 1, 2024 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). Reference is made to the Amended and Restated Credit Agreement and Guaranty, dated as of August 23, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.
RECITALS
WHEREAS, the Borrower has requested that the Required Lenders agree to amend and waive certain Sections of the Credit Agreement, subject to the terms and conditions set forth herein;
WHEREAS, subject to the terms and conditions hereof, the Lender party hereto and the Collateral Agent are willing to agree to such requests, subject to the terms and conditions set forth herein; and
WHEREAS, the Lender party hereto constitutes the Required Lenders.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
“Amendment No. 3” means Amendment No. 3 to Amended and Restated Credit Agreement and Guaranty, dated as of March 1, 2024.
“TDO” means TDO Software, Inc., a wholly-owed subsidiary of the Borrower incorporated in California.
“TDO Sale” means the sale of TDO to Valsoft Corporation Inc. pursuant to the terms of the TDO Sale Agreement.
“TDO Sale Agreement” mean that certain Asset Purchase Agreement, dated as of March 1, 2024 among TDO, as Seller, Valsoft Corporation, Inc., as Canadian Purchaser and Aspire USA LLC, as U.S. Purchaser.
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Without limiting the requirement of earlier prepayments and repayments pursuant to Sections 3.03(b) and 11.02, (i) on March 31, 2024, the Borrower shall make an amortization payment on the outstanding principal amount of the Loans in the amount of $1,800,000.00, (ii) commencing with the Payment Date occurring on April 30, 2024, the Borrower shall make monthly amortization payments on the outstanding principal amount of the Loans each in the amount of $900,000.00 on each Payment Date occurring prior to the Maturity Date, and (iii) any remaining outstanding principal amount of the Loans shall be payable in full, in cash, on the Maturity Date.
Prepayment Premium. Without limiting the foregoing, whenever any prepayment of Loans is made hereunder pursuant to Section 3.03(a) or Section 3.03(b)(i) or otherwise, whether voluntary, involuntary, as a result of a Default, acceleration or otherwise, but excluding for purposes of this clause (d) any payment or prepayment required pursuant to Section 3.01 or Section 3.03(b)(ii), the Prepayment Premium shall be payable in full in cash on the applicable Prepayment Date for such prepayment.
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Calculation Date | Revenue |
March 31, 2024 | $39,000,000 |
June 30, 2024 | $35,500,000 |
September 30, 2024 | $33,000,000 |
December 31, 2024 | $31,500,000 |
March 31, 2025 | $31,000,000 |
June 30, 2025 | $33,000,000 |
September 30, 2025 | $35,935,000 |
December 31, 2025 | $40,160,000 |
March 31, 2026 | $44,950,000 |
June 30, 2026 | $51,500,000 |
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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 and delivered by their respective officers thereunto duly authorized as of the date first written above.
BORROWER | |
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SONENDO, INC. | |
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By | /s/ Bjarne Bergheim |
| Name: Bjarne Bergheim |
| Title: President and Chief Executive Officer |
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SUBSIDIARY GUARANTOR | |
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PIPSTEK, LLC | |
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By | /s/ Bjarne Bergheim |
| Name: Bjarne Bergheim |
| Title: President and Chief Executive Officer |
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[Signature Page – Amendment No. 3 to
Amended and Restated Credit Agreement and Guaranty]
PERCEPTIVE CREDIT HOLDINGS III, LP, as the Collateral Agent and the Required Lenders
By: Perceptive Credit Opportunities GP, LLC, its general partner
By: | /s/ Sandeep Dixit_ |
| Name: Sandeep Dixit |
| Title: Chief Credit Officer |
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By: | /s/ Sam Chawla |
| Name: Sam Chawla |
| Title: Portfolio Manager |
[Signature Page – Amendment No. 2]
EXHIBIT A
CONSENT AND RELEASE
[Omitted pursuant to Item 601(a)(5) of Regulation S-K.]