Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL
AND is the type of information that the registrant treats as private and Confidential, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.
FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This First Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 30th day of September, 2022, by and between Silicon Valley Bank (“Bank”) and Singular Genomics Systems, Inc., a Delaware corporation (“Borrower”), whose address is 10931 N. Torrey Pines Road, La Jolla, California 92037.
Recitals
Agreement
Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
(ii) Up to Fifteen Million Dollars ($15,000,000) of the Term Loan Availability Amount (the “Second Tranche”) shall be available through the last day of the Draw Period, provided that the Second Tranche Availability Conditions have been satisfied. Funds will be available under the Second Tranche upon Bank’s written confirmation to Borrower that Second Tranche Availability Conditions have been satisfied (as determined by Bank in its sole discretion).
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“Draw Period” is the period commencing on the Effective Date and ending on the earlier to occur of (a) March 31, 2024 and (b) an Event of Default.
“Term Loan Availability Amount” is an aggregate principal amount not to exceed Ten Million Five Hundred Thousand Dollars ($10,500,000); provided, that if the Second Tranche Availability Conditions have been satisfied (as determined by Bank, in its sole discretion), the Term Loan Availability Amount shall be an aggregate principal amount not to exceed Twenty Five Million Five Hundred Thousand Dollars ($25,500,000); and further provided, that if the Third Tranche Availability Conditions have been satisfied (as determined by Bank, in its sole discretion), the Term Loan Availability Amount shall be an aggregate principal amount not to exceed Thirty Five Million Five Hundred Thousand Dollars ($35,500,000).
“Second Tranche Availability Conditions” means, after the First Tranche has been fully drawn by Borrower, during the Draw Period, following a written request by Borrower delivered to Bank requesting the Second Tranche, Bank’s written confirmation to Borrower to make the Second Tranche available, as determined by Bank in its sole discretion and contingent upon (i) receipt by Bank of evidence satisfactory to it that Borrower has achieved a product revenue of not less than [***] for the trailing six (6) month period immediately preceding such determination, and (ii) Bank’s confirmation that no Default or Event of Default has occurred and is continuing or will result from such increase to the Term Loan Advances under the Second Tranche.
2
respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;
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[Signature page follows.]
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In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
BANK
SILICON VALLEY BANK
By: /s/ Kristine Rohmer
Name: Kristine Rohmer
Title: Director
BORROWER
SINGULAR GENOMICS SYSTEMS, INC.
By: /s/ Dalen Meeter
Name: Dalen Meeter
Title: Senior Vice President, Finance and Secretary
[signature page of First Amendment to Amended and Restated Loan and Security Agreement]