Exhibit 10.26
Pursuant to Regulation S-K, Item 601(a)(5), the schedules and exhibits to Amendment No. 2 to Amended and Restated Credit and Security Agreement (Term Loan) as referred to herein have not been filed. The Registrant agrees to furnish supplementally a copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request.
amendment No. 2 to AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN)
This AMENDMENT NO. 2 TO Amended and Restated CREDIT AND SECURITY AGREEMENT (term Loan) (this “Agreement”) is made as of March 28, 2023, by and among Alpha teknova, inc., a Delaware corporation (“Borrower”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
RECITALS
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders and Borrower hereby agree as follows:
““Second Amendment” means that certain Amendment No. 2 to Amended and Restated Credit and Security Agreement (Term Loan) dated the Second Amendment Effective Date, by and among Borrowers, Agent and the Lenders party thereto.”
““Second Amendment Effective Date” means March 28, 2023.”
““Applicable Margin” means seven percent (7.00%).”
““Base Rate” means a per annum rate of interest equal to the greater of (a) the Floor and (b) a per annum rate of interest equal to the rate of interest announced, from time to time, within Wells Fargo Bank, National Association (“Wells Fargo”) at its principal office in San Francisco as its “prime rate,” with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate; provided, however, that Agent may, upon prior written notice to Borrower, choose a reasonably comparable index or source to use as the basis for the Base Rate.”
““Floor” means the rate per annum of interest equal to four and a half percent (4.50%).”
““Term Loan Tranche 5 Activation Date” means the date, if any, occurring after July 1, 2023 and prior to the Term Loan Tranche 5 Commitment Termination Date and on which Agent and each Lender with a Term Loan Tranche 5 Commitment Amount consents in writing in their sole discretion to a written request from Borrowers to activate the Term Loan Tranche 5 Commitment.”
““Term Loan Tranche 6 Activation Date” means the date, if any, occurring after January 1, 2024 and prior to the Term Loan Tranche 6 Commitment Termination Date and on which Agent and each Lender with a Term Loan Tranche 6 Commitment Amount consents in writing in their sole discretion to a written request from Borrowers to activate the Term Loan Tranche 6 Commitment.”
“Section 6.2 Minimum Cash. Commencing on the Second Amendment Effective Date and continuing at all times thereafter, Borrowers shall not permit Borrower Unrestricted Cash, at any time, to be less than Ten Million Dollars ($10,000,000).”
“(e) with respect to Term Loan Tranche 5, (A) the Term Loan Tranche 5 Activation Date has occurred and (B) Agent and Lenders have received such documentation and information as Agent or any Lender with a Term Loan Tranche 5 Commitment Amount may reasonably request and such information and documentation shall be satisfactory to Agent and each Lender with a Term Loan Tranche 5 Commitment Amount;”
“(f) [reserved];”
“(g) with respect to Term Loan Tranche 6, (A) the Term Loan Tranche 6 Activation Date has occurred and (B) Agent and Lenders have received such documentation and information as Agent or any Lender with a Term Loan Tranche 5 Commitment Amount may reasonably request and such information and documentation shall be satisfactory to Agent and each Lender with a Term Loan Tranche 5 Commitment Amount;”
“(h) [reserved];”
[SIGNATURES APPEAR ON FOLLOWING PAGES]
IN WITNESS WHEREOF, intending to be legally bound, the undersigned have executed this Agreement as of the day and year first hereinabove set forth.
AGENT: MIDCAP FINANCIAL TRUST
By: Apollo Capital Management, L.P.,
its investment manager
By: Apollo Capital Management GP, LLC,
its general partner
By:_/s/ Maurice Amsellem_____________________________
Name: Maurice Amsellem
Title: Authorized Signatory
LENDERS: | MIDCAP FINANCIAL TRUST
By: Apollo Capital Management, L.P., its investment manager
By: Apollo Capital Management GP, LLC, its general partner
By: /s/ Maurice Amsellem___________________________ Name: Maurice Amsellem Title: Authorized Signatory
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LENDERS: | MIDCAP FUNDING XIII TRUST
By: Apollo Capital Management, L.P., its investment manager
By: Apollo Capital Management GP, LLC, its general partner
By: /s/ Maurice Amsellem___________________________ Name: Maurice Amsellem Title: Authorized Signatory
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LENDERS: ELM 2020-3 TRUST
By: MidCap Financial Services Capital Management, LLC, as Servicer
By:_/s/ John O’Dea_________________________________
Name: John O’Dea
Title: Authorized Signatory
ELM 2020-4 TRUST
By: MidCap Financial Services Capital Management, LLC, as Servicer
By:_ /s/ John O’Dea_________________________________
Name: John O’Dea
Title: Authorized Signatory
BORROWER:
| ALPHA TEKNOVA, INC. By: /s/ Matthew Lowell |
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