This Consent Agreement (this “Consent”), dated as of August 10, 2021, is by and among AXON ENTERPRISE, INC, a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A. (the “Lender”), and the other Loan Parties (as defined in the Credit Agreement).
A.The Borrower, the other Loan Parties and the Lender have entered into that certain Amended and Restated Credit Agreement, dated as of December 31, 2018, as amended by letter agreements dated as of November 25, 2019 and August 6, 2020, as further amended pursuant to that certain Amendment to Amended and Restated Credit Agreement, dated as of January 25, 2021, and any further amendments, modifications, replacements or substitutions thereof, including this Consent, the “Credit Agreement”. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Credit Agreement.
B.The Borrower has advised the Lender that the Borrower desires to purchase nine million ordinary shares in Cellebrite DI Ltd. (“Cellebrite”) pursuant to the terms of that certain Share Purchase Agreement dated April 8, 2021, by and among Cellebrite, TWC Tech Holdings II Corp., the Sellers party thereto, the Borrower and the other Purchasers party thereto (the “Share Purchase Agreement”) for a purchase price not to exceed $90,000,000.00 (the “Proposed Equity Purchase”), which Proposed Equity Purchase would be prohibited by Section 6.04 of the Credit Agreement.
C.The Borrower has asked the Lender, and the Lender has agreed, on a one-time only basis, notwithstanding Section 6.04 of the Credit Agreement, to consent to the Proposed Equity Purchase, pursuant to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Consent. Subject to the terms hereof, including without limitation the conditions set forth in Section 2 of this Consent, and in reliance on the representations, warranties and covenants of the Borrower and the Loan Parties set forth in Section 3 of this Consent, the Lender hereby consents, on a one-time only basis, to the Proposed Equity Purchase, notwithstanding the restrictions and limitations set forth in Section 6.04 of the Credit Agreement; provided, however, that (a) no Default shall exist prior to or immediately following the consummation of the Proposed Equity Purchase, (b) the Proposed Equity Purchase shall be made in accordance with all applicable provisions of the Credit Agreement (other than Section 6.10 of the Credit Agreement), and (c) the total consideration paid by the Borrower and the Loan Parties, collectively, in connection with the Proposed Equity Purchase (now or hereafter) shall not exceed $100,000,000.00. The foregoing consent shall be valid only until December 31, 2021, shall operate solely with respect to the matters described herein, and shall not impair any right or power accruing to the Lender upon the occurrence or continuance of any other Default or Event of Default.
2.Conditions Precedent. The consent set forth in Section 1 shall not be effective until each of the following conditions has been satisfied:
(a)The Lender, the Borrower and the other Loan Parties shall have executed and delivered this Consent.
(b)Each of the representations and warranties set forth below shall be true and correct, and no Default or Event of Default shall have occurred or will result from the transactions contemplated by this Consent.