Exhibit 10.4
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 2 (this “Amendment”) is entered into as of January 25, 2023 (the “Amendment Date”), by and between UNITY BIOTECHNOLOGY, INC., a Delaware corporation (“Borrower”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as a Lender (as defined below) and as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).
BACKGROUND
WHEREAS, pursuant to the Loan and Security Agreement dated as of August 3, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Borrower, each of its Subsidiaries from time to time party thereto as borrower and the several banks and other financial institutions or entities from time to time parties thereto (each, a “Lender”, and collectively “Lenders”) and Agent, Lenders provided Borrower with certain financial accommodations; and
WHEREAS, Borrower has requested that the Lenders amend the Loan Agreement, and the Required Lenders are willing to so amend the Loan Agreement, on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrower by Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lenders and Borrower hereby agree as follows:
(a) the following defined term is hereby amended and restated in its entirety to provide as follows:
“Amortization Date” shall mean April 1, 2023; provided however, that if all three of the Interest Only Milestones have been satisfied prior to April 1, 2023, then the Amortization Date shall be further extended to June 1, 2023.
follows:
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ratified and confirmed, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.
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Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation.
BORROWER. This waiver extends to all such Claims, including Claims that involve Persons other than Borrower, the Agent, or the Lenders; Claims that arise out of or are in any way connected to the relationship among Borrower, the Agent and/or the Lenders; and any Claims for damages, breach of contract, tort, specific performance, or any equitable or legal relief of any kind, arising out of this Amendment, the Loan Agreement, or any other Loan Documents.
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prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
[Signature page follows]
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DocuSign Envelope ID: 6DE0587C-84D2-4E80-87FA-3CFCADA31786
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.
On behalf of Borrower:
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| On behalf of Borrower: |
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| UNITY BIOTECHNOLOGY, INC. |
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Dated: January 25, 2023 | By: | /s/ Lynne Sullivan | |
Name: | Lynne Sullivan | ||
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| Title: | CFO and Head of Corporate Development |
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| On behalf of Agent: |
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| HERCULES CAPITAL, INC. |
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Dated: January 25, 2023 |
| By: | /s/ Jennifer Choe |
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| Name: | Jennifer Choe |
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| Title: | Associate General Counsel |
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| On behalf of Lenders: |
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| HERCULES CAPITAL, INC. |
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Dated: January 25, 2023 |
| By: | /s/ Jennifer Choe |
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| Name: | Jennifer Choe |
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| Title: | Associate General Counsel |
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| HERCULES CAPITAL FUNDING TRUST 2022-1 |
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| By: | Hercules Capital, Inc., its Administrator |
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Dated: January 25, 2023 |
| By: | /s/ Jennifer Choe |
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| Name: | Jennifer Choe |
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| Title: | Authorized Signatory |
[Signature Page to Amendment No. 2 to Loan and Security Agreement]
[Signature Page to Amendment No. 2 to Loan and Security Agreement]