IsoPlexis Corp
EX-10.1
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<DESCRIPTION>EX-10.1
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<DIV><FONT size="1" style="font-size:1pt;color:white">EXECUTION VERSION  4879-6997-9708  7027014  LIMITED WAIVER   This Limited Waiver, dated as of November 8, 2022 (this &#8220;Waiver&#8221;), is entered into by  and among ISOPLEXIS CORPORATION, a Delaware corporation (the &#8220;Borrower&#8221;), the Lenders party  hereto constituting Majority Lenders and PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware  limited partnership, as administrative agent for the Lenders (in such capacity, together with its  successors and assigns, the &#8220;Administrative Agent&#8221;).   RECITALS  WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Lenders from  time to time party thereto and the Administrative Agent are parties to that certain Credit Agreement  and Guaranty, dated as of December 30, 2020, as amended by that certain (i) First Amendment to  Credit Agreement and Guaranty, dated as of May 27, 2021, (ii) Second Amendment to Credit  Agreement and Guaranty, dated as of October 29, 2021 and (iii) Third Amendment to Credit  Agreement and Guaranty, dated as of March 30, 2022 (as may be further amended, restated,  supplemented or otherwise modified from time to time, the &#8220;Credit Agreement&#8221;);   WHEREAS, the Obligors are required to attain a Minimum Total Revenue for the twelve  (12) month period most recently ending at the end of each fiscal quarter in the amounts set forth  in Section 8.15(b) of the Credit Agreement;  WHEREAS, the Obligors have advised the Administrative Agent that they will fail to attain  the Minimum Total Revenue required as of September 30, 2022 (the &#8220;Specified Event of Default&#8221;);  WHEREAS, the Borrower has requested that the Majority Lenders agree to waive the  Specified Event of Default; and   WHEREAS, the Majority Lenders are willing to grant such waiver in accordance with and  subject to the terms and conditions of this Waiver.  NOW, THEREFORE, in consideration of the premises and the mutual covenants and the  agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency  of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as  follows:  ARTICLE I  DEFINITIONS  Section 1.1. Certain Definitions.  Capitalized terms used herein but not otherwise  defined herein shall have the meanings ascribed thereto in the Credit Agreement.  ARTICLE II  LIMITED WAIVER  Section 2.1. Upon satisfaction of the conditions set forth in Article IV hereof, pursuant  to Section 13.04 of the Credit Agreement and subject to the terms and conditions hereof, the  DocuSign Envelope ID: 1C555B18-D906-4E30-8D0A-6FE9C5CFE482 </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">2  Majority Lenders hereby waive the Specified Event of Default.  For the avoidance of doubt, this  waiver is effective solely as a waiver of the Specified Event of Default and does not constitute a  waiver of any other Default or Event of Default.  ARTICLE III  REPRESENTATIONS AND WARRANTIES  Section 3.1. Representations and Warranties.  In order to induce the Administrative  Agent and the Lenders to enter into this Waiver, the Borrower hereby represents and warrants as  follows:  (a) After giving effect to this Waiver, the representations and warranties of the  Obligors contained in Article 7 of the Credit Agreement and in each other Loan Document shall  be true and correct in all material respects on and as of the date hereof; provided that to the extent  that such representations and warranties specifically refer to an earlier date, they shall be true and  correct in all material respects as of such earlier date; provided further that any representation and  warranty that is qualified as to &#8220;materiality&#8221;, &#8220;Material Adverse Effect&#8221; or similar language shall  be true and correct (after giving effect to any qualification therein) in all respects on such respective  dates.  (b) The execution, delivery and performance of this Waiver has been duly authorized  by all necessary corporate action on the part of, and duly executed and delivered by, the Borrower.  (c) No Default or Event of Default has occurred and is continuing or shall occur and  be continuing immediately after giving effect to this Agreement.   ARTICLE IV  EFFECTIVENESS  Section 4.1. Effectiveness.  This Waiver shall become effective as of the date set forth  above on which this Waiver shall be executed by each party hereto.  ARTICLE V  MISCELLANEOUS  Section 5.1. Reference to and Effect on the Loan Documents.   (a) This Waiver constitutes a Loan Document.  On and after the date hereof, each  reference in the Credit Agreement to &#8220;this Agreement&#8221;, &#8220;hereunder&#8221;, &#8220;hereof&#8221;, &#8220;herein&#8221; or words  of like import referring to the Credit Agreement, and each reference in the other Loan Documents  to the &#8220;Credit Agreement&#8221;, &#8220;thereunder&#8221;, &#8220;thereof&#8221; or words of like import referring to the Credit  Agreement shall mean and be a reference to the Credit Agreement after giving effect to this  Waiver.  (b) Except as specifically set forth in this Waiver, the Credit Agreement and the other  Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.  DocuSign Envelope ID: 1C555B18-D906-4E30-8D0A-6FE9C5CFE482 </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">3  Section 5.2. Headings.  The headings in this Waiver are included for convenience of  reference only and will not affect in any way the meaning or interpretation of this Waiver.  Section 5.3. Governing Law.  This Waiver, and all questions concerning the  construction, validity, enforcement and interpretation of this Waiver shall be governed by and  construed and enforced in accordance with the internal laws of the State of New York.  Section 5.4. Counterparts.  This Waiver may be executed in any number of counterparts  and by different parties on separate counterparts, each of which, when executed and delivered,  shall be deemed to be an original, and all of which, when taken together, shall constitute but one  and the same Waiver.  Delivery of an executed counterpart of this Waiver by facsimile, DocuSign,  or a scanned copy by electronic mail shall be equally as effective as delivery of an original  executed counterpart of this Waiver.  Section 5.5. Severability.  If any term or other provision of this Waiver is invalid, illegal  or incapable of being enforced by any rule of law, or public policy, all other conditions and  provisions of this Waiver will nevertheless remain in full force and effect so long as the economic  or legal substance of the transactions contemplated hereby is not affected in any manner adverse  to any party.  Upon such determination that any term or other provision is invalid, illegal or  incapable of being enforced, the parties hereto will negotiate in good faith to modify this Waiver  so as to effect the original intent of the parties as closely as possible in an acceptable manner to  the end that the transactions contemplated hereby are fulfilled to the extent possible.   Section 5.6. Binding Effect.  This Waiver will be binding upon and inure to the benefit  of and is enforceable by the respective successors and permitted assigns of the parties hereto.    [Remainder of page intentionally left blank; signatures on following pages.]  DocuSign Envelope ID: 1C555B18-D906-4E30-8D0A-6FE9C5CFE482 </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">Signature Page to   Limited Waiver  IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and  delivered by their respective officers thereunto duly authorized as of the date first written above.    BORROWER:  ISOPLEXIS CORPORATION    By:__________________________  Name: John Strahley  Title:   CFO DocuSign Envelope ID: 1C555B18-D906-4E30-8D0A-6FE9C5CFE482 </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">Signature Page to   Limited Waiver    ADMINISTRATIVE AGENT AND LENDERS  CONSTITUTING MAJORITY LENDERS:    PERCEPTIVE CREDIT HOLDINGS III, LP,     By: Perceptive Credit Opportunities GP, LLC,  its general partner  By: ____________________________________   Name:  Sandeep Dixit   Title:    Chief Credit Officer     By: ____________________________________   Name:  Sam Chawla   Title:    Portfolio Manager  DocuSign Envelope ID: 1C555B18-D906-4E30-8D0A-6FE9C5CFE482 </FONT></DIV>
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