Exhibit 10.17
Execution Version
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of January 19, 2024 (this “Amendment”), is made by and among Urgent.ly Inc., a Delaware corporation (“Urgent.ly”, or “Borrower”), each Subsidiary of Urgent.ly party hereto as a Borrower or Loan Party, as the case may be, Alter Domus (US) LLC, a Delaware limited liability company, as administrative and collateral agent for Lenders (“Agent”), and each of the Lenders from time to time party hereto (collectively, the “Lenders” and each, a “Lender”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Loan Agreement (defined below) referred to below.
W I T N E S S E T H:
WHEREAS, Lenders, Agent and each Loan Party have heretofore entered into that certain Loan and Security Agreement, dated as of December 16, 2021 (as amended by the Waiver and First Amendment to Loan and Security Agreement, dated as of July 12, 2022, as amended by the Second Amendment to Loan and Security Agreement, dated as of February 9, 2023, as amended by the Third Amendment to Loan and Security Agreement, dated as of May 18, 2023, and as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Loan Agreement”);
WHEREAS, the Lenders and the Agent are willing, on the terms and subject to the conditions set forth below, to provide the consent set forth herein and consent to the amendments to the Existing Loan Agreement set forth herein; and
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, Agent, the Lenders and each Loan Party hereby agree as follows:
AMENDMENTS TO EXISTING LOAN AGREEMENT AND CONSENT
CONDITIONS TO EFFECTIVENESS
The amendments contained in Article I shall be effective on the date of the satisfaction or waiver of each of the conditions contained in this Article II (the “Effective Date”).
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Loan and Security Agreement
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REPRESENTATIONS AND WARRANTIES
RELEASE
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MISCELLANEOUS
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IN WITNESS WHEREOF, each Loan Party, Agent and Lenders have duly executed and delivered this Agreement as of the day and year first above written.
URGENT.LY INC.
Signature: /s/ Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Chief Financial Officer
ROADSIDE INNOVATION INC.
Signature: /s/Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Chief Financial Officer
URGENTLY CANADA TECHNOLOGIES ULC
Signature: /s/Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Chief Financial Officer
OTONOMO, INC.
Signature: /s/Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Treasurer and Secretary
OTONOMO MERGER US INC.
Signature: /s/Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Treasurer and Secretary
THE FLOOW NORTH AMERICA INC.
Signature: /s/Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Treasurer and Secretary
NEURA INC.
Signature: /s/Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Treasurer and Secretary
[Signature Page to Fourth Amendment to Loan and Security Agreement]
OTONOMO TECHNOLOGIES LTD.
Signature: /s/Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Director
NEURA LABS LTD.
Signature: /s/Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Director
THE FLOOW LIMITED
Signature: /s/Timothy C. Huffmyer
Print Name: Timothy C. Huffmyer
Title: Director
[Signature Page to Fourth Amendment to Loan and Security Agreement]
IN WITNESS WHEREOF, each Loan Party, Agent and Lenders have duly executed and delivered this Agreement as of the day and year first above written.
AGENT:
ALTER DOMUS (US) LLC
Signature: /s/ Matthew Trybula
Print Name: Matthew Trybula
Title: Associate Counsel
[Signature Page to Fourth Amendment to Loan and Security Agreement]
IN WITNESS WHEREOF, each Loan Party, Agent and Lenders have duly executed and delivered this Agreement as of the day and year first above written.
HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.
By: Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity
By: /s/ Steve Ardovini
Name: Steve Ardovini
Title: Managing Director
HIGHBRIDGE TACTICAL CREDIT INSTITUTIONAL FUND, LTD
By: Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity
By: /s/ Steve Ardovini
Name: Steve Ardovini
Title: Managing Director
[Signature Page to Fourth Amendment to Loan and Security Agreement]
IN WITNESS WHEREOF, each Loan Party, Agent and Lenders have duly executed and delivered this Agreement as of the day and year first above written.
Whitebox Multi-Strategy Partners, L.P.
By: /s/ Andrew Thau Name: Andrew Thau Title: Senior Legal Analyst
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Whitebox Relative Value Partners, L.P.
By: /s/ Andrew Thau Name: Andrew Thau Title: Senior Legal Analyst
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Pandora Select Partners, L.P.
By: /s/ Andrew Thau Name: Andrew Thau Title: Senior Legal Analyst
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Whitebox GT Fund, LP
By: /s/ Andrew Thau Name: Andrew Thau Title: Senior Legal Analyst
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[Signature Page to Fourth Amendment to Loan and Security Agreement]
IN WITNESS WHEREOF, each Loan Party, Agent and Lenders have duly executed and delivered this Agreement as of the day and year first above written.
ONEX CAPITAL SOLUTIONS HOLDINGS, LP
By: Onex Capital Solutions GP, LP, its general partner
By: Onex Capital Solutions, GP, LLC, its general partner
By: /s/ Andrew Walker
Name: Andrew Walker
Title: Vice President, Finance
[Signature Page to Fourth Amendment to Loan and Security Agreement]
ANNEX I
LOAN AGREEMENT
[ANNEX I HAS BEEN OMITTED PURSUANT TO ITEM 601(a)(5) OF REGULATION S-K AND WILL BE FURNISHED SUPPLEMENTALLY TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.]