EX-10.1 2 npce-exhibit101q2202410xq.htm EX-10.1
THIRD AMENDMENT TO TERM LOAN AGREEMENT
THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of May 2, 2024, is entered into among NEUROPACE, INC., a Delaware corporation (“Borrower”), the Lenders party hereto and CRG SERVICING LLC, as administrative agent and collateral agent (the “Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Term Loan Agreement (as defined below).
RECITALS
WHEREAS, Borrower, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Agent entered into that certain Term Loan Agreement, dated as of September 24, 2020 (as amended, restated, supplemented or modified from time to time, the “Term Loan Agreement”);
WHEREAS, the Borrower has requested that the Lenders amend the Term Loan Agreement to provide for certain modifications thereto; and
WHEREAS, the Lenders are willing to amend the Term Loan Agreement subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the promises 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 Term Loan Agreement.
(a) Section 1.01 of the Term Loan Agreement is hereby amended by adding the following defined term in the appropriate alphabetical order:
“Third Amendment Effective Date” means May 2, 2024.
(b) The definition of “PIK Period” in Section 1.01 of the Term Loan Agreement is hereby amended and restated, in its entirety, as follows:
“PIK Period” means the period beginning on the first Borrowing Date through and including the earlier to occur of (a) the sixteenth (16 th) Payment Date after the first Borrowing Date (i.e., June 30, 2024) and (b) the date on which any Default shall have occurred (provided, that, if such Default shall have been cured or waived, the PIK Period shall resume until the earlier to occur of the next Default and the sixteenth (16 th) Payment Date after the first Borrowing Date).
(c) The definition of “Stated Maturity Date” in Section 1.01 of the Term Loan
Agreement is hereby amended and restated, in its entirety, as follows:
“Stated Maturity Date” means the twenty fourth (24 th) Payment Date following the first full fiscal quarter to occur after the Closing Date (i.e., September 30, 2026).
2. Conditions Precedent. The effectiveness of this Agreement shall be subject to the satisfaction of each of the following conditions precedent:
(a) receipt by the Agent of counterparts of this Agreement duly executed by the

Obligors, the Lenders and the Agent;
(b) receipt by the Agent of (i) certified copies of the constitutive documents of each Obligor (or, with respect to any Obligor, a certification from a Responsible Officer of such Obligor that no changes, amendments or other modifications have been made to the constitutive documents of such Obligor since the Closing Date), (ii) resolutions of the Board (or shareholders, if applicable) of each Obligor with respect to this Agreement, (iii) good standing certificates (or their equivalent) of each Obligor dated as of a recent date and (iv) an incumbency certificate of each Obligor (or, with respect to any Obligor, a certification from a Responsible Officer of such Obligor that no changes, amendments or other modifications have been made to the incumbency certificate of such Obligor since the Closing Date); and
(c) the representations and warranties in Section 6(c) shall be true and correct on the date hereof.
3. Expenses. The Obligors agree to reimburse the Agent for all reasonable fees, charges and disbursements of the Agent in connection with the preparation, execution and delivery of this Agreement, including the reasonable fees, charges and disbursements of Moore & Van Allen PLLC.
4. Reaffirmation. Each of the Obligors acknowledges and reaffirms (a) that it is bound by all of the terms of the Loan Documents to which it is a party and (b) that it is responsible for the observance and full performance of all Obligations, including without limitation, the repayment of the Loans. Furthermore, the Obligors acknowledge and confirm (i) that the Agent and the Lenders have performed fully all of their obligations under the Term Loan Agreement and the other Loan Documents arising on or before the date hereof other than their respective obligations specifically set forth in this Agreement and (ii) that by entering into this Agreement, the Agent and the Lenders do not, except as expressly set forth herein, waive or release any term or condition of the Term Loan Agreement or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or any applicable law or any of the Obligations of the Obligors thereunder.
5. Release. As a material part of the consideration for the Agent and Lenders entering into this Agreement, the Obligors agree as follows (this Section 5, the “Release Provision”):
(a) By their respective signatures below, the Obligors hereby agree that the Agent, the Lenders, each of their respective Affiliates and the foregoing Persons’ respective officers, managers, members, directors, advisors, sub-advisors, partners, agents and employees, and their respective successors and assigns (hereinafter all of the above collectively referred to as the “Lender Group”), are irrevocably and unconditionally released, discharged and acquitted from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under or otherwise arising in connection with the Loan Documents on or prior to the date hereof.
(b) Each Obligor hereby acknowledges, represents and warrants to the Lender Group that:
(i) it has read and understands the effect of the Release Provision;
(ii) it has had the assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, andconsidering all the terms of the Release Provision and, if counsel was

retained, counsel for such Obligor has read and considered the Release Provision and advised such Obligor with respect to the same;
(iii) before execution of this Agreement, such Obligor has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision;
(iv) no Obligor is acting in reliance on any representation, understanding, or agreement not expressly set forth herein;
(v) that the Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein;
(vi) it has executed this Agreement and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person; and
(vii) the Obligors are the sole owners of the claims released by the Release Provision, and no Obligor has heretofore conveyed or assigned any interest in any such claim to any other Person.
(c) Each Obligor understands that the Release Provision was a material consideration in the agreement of the Agent and the Lenders to enter into this Agreement. The Release Provision shall be in addition to any rights, privileges and immunities granted to the Agent and the Lenders under the Loan Documents.
6. Miscellaneous.
(a) The Term Loan Agreement and the Obligations of the Obligors thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms, as amended by this Agreement. This Agreement is a Loan Document.
(b) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its Obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its Obligations under the Term Loan Agreement or the other Loan Documents.
(c) The Obligors represent and warrant to the Agent and the Lenders that:
(i) each Obligor has taken all necessary corporate, limited liability company or other organizational action to authorize the execution, delivery and performance of this Agreement;
(ii) this Agreement has been duly executed and delivered by each Obligor and constitutes a legal, valid and binding obligation of each Obligor, enforceable against each such Obligor in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting enforceability of creditors’ rights generally and to general principles of equity;
(iii) no approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or

required in connection with the execution, delivery or performance by, or enforcement against, any Obligor of this Agreement other than (A) those that have already been obtained and are in full force and effect and (B) those that may be required under any applicable notices under securities laws; and
(iv) (A) the representations and warranties of each Obligor contained in Section 7 of the Term Loan Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Change or Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to Material Adverse Change or Material Adverse Effect) as of such earlier date and (B) no event has occurred and is continuing which constitutes a Default or an Event of Default.
(d) Each of the Obligors hereby affirms the Liens created and granted in the Loan Documents in favor of the Agent, for the benefit of the Secured Parties, and agrees that this Agreement does not adversely affect or impair such Liens and security interests in any manner.
(e) This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
(f) If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
(g) THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
BORROWER: NEUROPACE, INC.

By: /s/ Rebecca Kuhn
Name: Rebecca Kuhn Title: Chief Financial Officer, Vice President, Finance and Administration, and Corporate Secretary

AGENT: CRG SERVICING LLC
By: /s/ Nathan Hukill Name: Nathan Hukill
Title: Authorized Signatory
LENDERS: CRG PARTNERS IV L.P.
By: CRG PARTNERS IV GP L.P., its general partner
By: CRG PARTNERS IV GP LLC, its general partner
By: /s/ Nathan Hukill Name: Nathan Hukill
Title: Authorized Signatory
CRG PARTNERS IV – PARALLEL FUND “C” (CAYMAN)
L.P.
By: CR GROUP L.P., its investment advisor
By: /s/ Nathan Hukill Name: Nathan Hukill
Title: Authorized Signatory
CRG PARTNERS IV – CAYMAN LEVERED L.P.
By: CRG PARTNERS IV (CAYMAN) GP L.P., its general partner
By: CRG PARTNERS IV GP LLC, its general partner
By: /s/ Nathan Hukill Name: Nathan Hukill
Title: Authorized Signatory

VCOC LENDERS: CRG PARTNERS IV L.P.
By: CRG PARTNERS IV GP L.P., its general partner
By: CRG PARTNERS IV GP LLC, its general partner
By: /s/ Nathan Hukill Name: Nathan Hukill
Title: Authorized Signatory
CRG PARTNERS IV – CAYMAN LEVERED L.P.
By: CRG PARTNERS IV (CAYMAN) GP L.P., its general partner
By: CRG PARTNERS IV GP LLC, its general partner
By: /s/ Nathan Hukill Name: Nathan Hukill
Title: Authorized Signatory