Waiver and Third Amendment to Credit Agreement and Guaranty among Agile Therapeutics, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and Perceptive Credit Holdings III, LP, dated as of March 10, 2022
Waiver and Third Amendment to Credit Agreement and Guaranty
This Waiver and Third Amendment to Credit Agreement and Guaranty (herein, this “Agreement”) is entered into as of March 10, 2022 (the “Third Amendment Effective Date”), by and among Agile Therapeutics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (each a “Lender” and collectively, the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as a lender and as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
A.The Lenders have extended credit to the Borrower on the terms and conditions set forth in that certain Credit Agreement and Guaranty, dated as of February 10, 2020 (as amended by that certain Waiver and First Amendment to Credit Agreement and Guaranty dated as of February 26, 2021 and that certain Waiver and Second Amendment to Credit Agreement and Guaranty dated as of January 7, 2022, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Agreement, the “Credit Agreement”).
B. Pursuant to Section 8.01(b) of the Credit Agreement, the Borrower is required to deliver annual financial statements that are not subject to any “‘going concern’ or like qualification or exception” (the “Going Concern Requirement”).
C. The Borrower has advised the Administrative Agent that it will not be able to deliver financial statements for the year-ending December 31, 2021 that satisfy the Going Concern Requirement (the “Specified Obligation”).
D. The Borrower has requested that the Administrative Agent and the Lenders agree to waive the Specified Obligation.
E. The Administrative Agent and the Lenders are willing to grant such waiver in accordance with and subject to the terms and conditions of this Agreement.
G. The parties hereto agree to amend the Existing Credit Agreement pursuant to the terms of this Agreement.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
AGILE THERAPEUTICS, INC., as Borrower
/s/ Alfred Altomari
Name: Alfred Altomari
Title: Chairman and Chief Executive Officer
PERCEPTIVE CREDIT HOLDINGS III, LP,
as Agent and Lender
By: Perceptive Credit Opportunities GP, LLC, its general partner
/s/ Sandeep Dixit
Name: Sandeep Dixit
Title: Chief Credit Officer
/s/ Sam Chawla
Name: Sam Chawla
Title: Portfolio Manager
Marked Credit Agreement
Conformed Credit Agreement