SONIM TECHNOLOGIES, INC.
NOTE AMENDMENT AND DEBT CANCELLATION AGREEMENT
This Note Amendment and Debt Cancellation Agreement (Agreement) is entered into by and between Sonim Technologies, Inc., a Delaware corporation (the Company) and B. Riley Principal Investments, LLC (the Noteholder) effective as of June 1, 2020 (the Agreement Date).
WHEREAS, the Company and the Noteholder have entered into that certain Subordinated Term Loan and Security Agreement dated as of October 23, 2017, as amended to date (the LSA), pursuant to which the Company has issued to the Noteholder a subordinated secured convertible promissory note dated October 23, 2017, as amended to date (the Note), under which the total principal amount is $9,751,388.89 and accrued interest as of the date hereof is $509,162.06 (collectively, the Payoff Amount);
WHEREAS, the Company has filed a Registration Statement on Form S-1 with the SEC on a confidential basis in connection with a proposed underwritten public offering of shares of the Companys common stock (the Proposed Offering);
WHEREAS, in connection with and contingent upon the consummation of the Proposed Offering, the Company and the Noteholder desire to amend and cancel the Companys obligations, including all indebtedness, under the Note and the LSA upon the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, the Company and the Noteholder agree as follows:
1. At the closing of the Proposed Offering, and contingent thereupon (the Effective Time), notwithstanding any other provision of the Note or the LSA to the contrary, and in full payment and satisfaction of all of the Companys obligations under the Note, the LSA and any other agreement entered into in connection therewith (collectively, the Loan Documents), (a) the Company shall pay to Noteholder $4,000,000 of the Payoff Amount in cash (the Cash Payment), and (b) without any further action required on the part of the Noteholder or any other third party, the remainder of the Payoff Amount shall be converted into shares of the Companys Common Stock at a conversion price equal to the price at which shares are offered to the public in the Proposed Offering (the Conversion Shares). As requested by Noteholder, the Conversion Shares shall be issued to Noteholder and/or an affiliate of Noteholder in such allocations as may be provided in writing by Noteholder to the Company no later than three business days prior to the Effective Time or, if no such notice is given, to Noteholder. Upon payment of the Cash Payment and issuance of the Conversion Shares (the Payoff Date), notwithstanding any provision, term, or condition in the Loan Documents, the Note and all debts, liabilities and obligations of the Company under the Loan Documents shall be cancelled and the Noteholder hereby waives and terminates any right or provision under the Note and any other Loan Document that is inconsistent or in conflict with this Agreement. For purposes of clarity, (i) provided that the Proposed Offering closes, and notwithstanding any