FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this Agreement) dated as of March 31, 2020 is entered into by and among PROGENITY, INC., a Delaware corporation (the Borrower), the Guarantors party hereto, the Lenders party hereto and ATHYRIUM OPPORTUNITIES III CO-INVEST 1 LP, as Collateral Agent (the Collateral Agent). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
WHEREAS, the Borrower, the Guarantors, the Lenders and the Collateral Agent have entered into that certain Credit and Security Agreement dated as of October 27, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement);
WHEREAS, the Credit Parties have requested that the Lenders amend certain provisions of the Credit Agreement; and
WHEREAS, the Lenders have agreed to amend the Credit Agreement as set forth herein, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to the Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions thereto in appropriate alphabetical order to read as follows:
First Amendment means that certain First Amendment to Credit and Security Agreement, dated as of the First Amendment Effective Date, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Collateral Agent.
First Amendment Effective Date means March 31, 2020.
Interest Payment Equity Documents means, collectively, the documents entered into by the Borrower and the applicable Lenders in connection with (a) the issuance of the March 2020 Shares and (b) the issuance of the June 2020 Shares, which, in each case, shall be in form and substance reasonably satisfactory to the Borrower and the applicable Lenders.
June 2020 Series B Preferred Payment Price means $2.25 per share; provided, that, if the Borrower has issued series B preferred stock after the First Amendment Effective Date but on or prior to June 30, 2020 (a) in an arms-length transaction with one or more third-party investors that do not hold equity interests of the Borrower as of the First Amendment Effective Date, such issuance not to be made in connection with any other concurrent or related transactions with such third-party investors and to consist of the issuance of at least $20,000,000 of series B preferred stock, or (b) in a transaction with one or more Affiliates of the Lenders for the issuance of series B preferred stock, then, in either such case, June 2020 Series B Preferred Payment Price shall instead mean the price per