EX-10.3





 Exhibit 10.3 

Execution Version 

LIMITED WAIVER AND SECOND AMENDMENT TO AMENDED 

AND RESTATED BUSINESS LOAN AGREEMENT 

This LIMITED WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED BUSINESS LOAN AGREEMENT (this “Amendment”), dated as
November 19, 2018 (“Second Amendment Effective Date”), is made and entered into by and among Zions Bancorporation, N.A. dba Amegy Bank (together with its successors and assigns, “Lender”), Fuse Medical, Inc.
(“Fuse”) and CPM Medical Consultants, LLC (“CPM”, together with Fuse, collectively, the “Borrowers” and each a “Borrower”). 

RECITALS 

A.    Lender and Borrowers are parties to that certain Amended and Restated Business Loan Agreement dated as of
December 31, 2017 (as amended by the Limited Wavier and First Amendment, dated as of September 21, 2018, and as may be further amended and restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”). 
 B.    Borrowers have requested that Lender amend the Loan Agreement to extend the maturity date
of the Loans, to reduce the amount of the Revolving Facility Limit and to amend certain financial covenants, among other matters. 

C.    Lender is willing to amend the Loan Agreement on the terms and subject to the conditions set forth below. 

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows: 
 ARTICLE I 

Definitions 

Section 1.1    Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined
herein, shall have the same definitions assigned to such terms in the Loan Agreement, as amended hereby. 
 ARTICLE II 

Limited Waiver 

Section 2.1    Limited Waiver. An Event of Default has occurred and currently exists under the Loan Agreement
as a result of Borrowers’ failure to achieve quarterly net income of at least $700,000 or more for the fiscal quarter ended September 31, 2018 as required by Section 10.1(q) (the “Specified
Default”). Borrowers represent and warrant that the Specified Default is the only Default or Event of Default that exists, or is anticipated to occur, under the Loan Agreement and the other Loan Documents as of the Second Amendment
Effective Date. Subject to the satisfaction of the conditions precedent set forth in Section 4.1 hereof, Lender hereby waives the Specified Default. In no event shall such waiver be deemed to constitute a waiver of
(a) any Default or Event of Default other than the Specified Default or (b) Borrowers’ obligation to comply with all of the terms and conditions of the Loan Agreement and the other Loan Documents from and after the Second Amendment
Effective Date. Notwithstanding any prior, temporary mutual disregard of the terms of any contracts between the parties, Borrowers hereby agree that they shall be required strictly to comply with all of the terms of the Loan Documents on and after
the Second Amendment Effective Date. 












 ARTICLE III 

Amendments to the Loan Agreement 

In reliance upon the representations and warranties of the Lender and Borrowers set forth in the Loan Documents and in this Amendment, the
Loan Agreement is hereby amended, effective as of the Second Amendment Effective Date, as follows: 

Section 3.1    Definitions. 

(a)    The following definitions in Section 1.1 of the Loan Agreement are hereby amended and
restated in their entirety as follows: 
 “Borrowing Base” means, as of any date of determination, an amount
equal to the sum of: 
 (a)    Eighty percent (80%) advance rate multiplied by Net Amount of Eligible
Accounts; plus 
 (b)    Fifty percent (50%) advance rate multiplied by Net Amount of Eligible Inventory
(provided that Eligible Inventory shall not constitute more than fifty percent (50%) of the Borrowing Base); minus 

(c)    Without limiting Lender’s discretion to implement other reserves or to increase the amount of
the dilution reserve, a dilution reserve in an amount of not less than $600,000 established by Lender in its sole and absolute discretion from time to relating to all receivables not specifically attributed to any one account or class of accounts;
minus 
 (d)    the sum of all other Reserves 

“Revolving Facility Limit” means $4,000,000. 

“Termination Date” means the earliest to occur of (a) November 4, 2019 and (b) the date on
which Lender’s commitment to make Loans is terminated pursuant to Section 10.2. 

(b)    Section 3.1(a) of the Loan Agreement is hereby amended and restated to read in its entirety as follows: 

“(a) Rate. Subject to the provisions of Section 3.1(b), the Loans shall bear interest at
the LIBOR Index Rate plus four percent (4.00%) per annum. All interest due hereunder shall be payable monthly in arrears on the first day of each calendar month and on the Termination Date.” 

(c)    Section 8.1(e) of the Loan Agreement is hereby amended and restated to read in its entirety as follows: 

“(e) Guarantor Tax Returns. As soon as available, but in no event later than thirty (30) days after the
applicable filing date for the tax reporting period ended, each Guarantor’s Federal and other governmental tax returns; provided, however, the applicable due date for Mr. Brooks’ tax returns related to the year ended December 31,
2016 shall be no later than June 30, 2019.” 

  
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 (d)    Section 9.1 of the Loan Agreement is hereby amended and
restated to read in its entirety as follows: 
 “Section 9.1 Financial Covenants. Borrowers shall maintain
and keep in full force and effect each of the financial covenants set forth below: 
 (a)    Minimum
Fixed Charge Coverage Ratio. Borrowers shall not permit the Fixed Charge Coverage Ratio as of any calendar quarter end from and after the quarter ending June 30, 2019 to be less than 1.25 to 1.00. 

(b)    Minimum EBITDA. Borrowers shall not permit EBITDA to be less than (i) $700,000 for the fiscal
quarter ending December 31, 2018 and (ii) $100,000 for the fiscal quarter ending March 31, 2019.” 

(e)    Section 10.1(q) of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

 “(q) from and after the quarter ending June 30, 2019 incur any consecutive quarterly losses.” 

ARTICLE IV 
 Conditions
Precedent 
 Section 4.1    Conditions Precedent. The effectiveness of this Amendment is subject to the
satisfaction of the following conditions precedent, unless specifically waived in writing by Lender, upon which this Amendment shall be effective as of the Second Amendment Effective Date: 

(a)    Lender shall have received a counterpart of this Amendment duly executed by Borrowers and the Consent and
Reaffirmation duly executed by Guarantors; 
 (b)    the representations and warranties contained herein and in all
other Loan Documents shall be true and correct as of the Second Amendment Effective Date as if made on the Second Amendment Effective Date; 

(c)    no Default or Event of Default shall have occurred and be continuing; and 

(d)    Borrowers shall have paid all reasonable costs and expenses incurred by Lender in connection with the preparation,
negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto, including, without limitation, the costs and fees of Lender’s legal counsel and such counsel’s outstanding invoices related to the
preparation of the Loan Documents and amendments thereto. 
 ARTICLE V 

Ratifications, Representations, Warranties, Acknowledgments and Covenants 

Section 5.1    Ratifications by Borrowers. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Loan Agreement are ratified and confirmed and shall continue in
full force and effect. The Loan Agreement as amended by this Amendment shall continue to be legal, valid, binding and enforceable in accordance with its terms. 

  
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 Section 5.2    Renewal and Extension of Security Interests and
Liens. Each Borrower hereby (a) renews and affirms the Liens created and granted in the Loan Documents, and (b) agrees that this Amendment shall in no manner affect or impair the Liens securing the Obligations, and that such Liens
shall not in any manner be waived, the purposes of this Amendment being to modify the Loan Agreement as herein provided, and to carry forward all Liens securing the same, which are acknowledged by such Borrower to be valid and subsisting. 

Section 5.3    Representations and Warranties. Each Borrower represents and warrants to Lender that
(a) the execution, delivery and performance of this Amendment and any and all Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite entity action on the part of such Borrower and will not violate
the organizational documents of such Borrower or any agreement to which such Borrower is a party, (b) the representations and warranties contained in the Loan Agreement and in each of the other Loan Documents are true and correct on and as of
the Second Amendment Effective Date as though made on the Second Amendment Effective Date, (c) no Default or Event of Default under the Loan Agreement has occurred and is continuing, and (d) such Borrower is in full compliance with all
covenants and agreements contained in the Loan Agreement, as amended hereby. 
 ARTICLE VI 

Miscellaneous 

Section 6.1    Survival of Representations and Warranties. All representations and warranties made in the Loan
Agreement or any other Loan Document, including without limitation, any Loan Document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by
Lender or any closing shall affect such representations and warranties or the right of Lender to rely thereon. 

Section 6.2    Reference to Loan Agreement. Each of the Loan Documents and any and all other agreements,
documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Loan Agreement
shall mean a reference to the Loan Agreement as amended hereby. 
 Section 6.3    Expenses of Lender.
Borrowers agree to pay on demand all reasonable costs and expenses incurred by Lender directly in connection with any and all amendments, modifications, and supplements to this Amendment and the other Loan Documents executed pursuant hereto,
including, without limitation, the costs and fees of Lender’s legal counsel, and all costs and expenses incurred by Lender in connection with the enforcement or preservation of any rights under the Loan Agreement, as amended hereby, or any
other Loan Document, including, without limitation, the reasonable costs and fees of Lender’s legal counsel. 

Section 6.4    Severability. Any provision of this Amendment held by a court of competent jurisdiction to be
invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 

Section 6.5    APPLICABLE LAW. THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS NOT INCLUDING CONFLICTS OF LAW RULES. 

  
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 Section 6.6    Waiver of Jury Trial. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT. 

Section 6.7    RELEASE OF CLAIMS. TO INDUCE LENDER TO ENTER INTO THIS AMENDMENT, EACH BORROWER, AND BY
GUARANTORS’ SIGNATURES TO THE CONSENT AND REAFFIRMATION, EACH GUARANTOR VOLUNTARILY, KNOWINGLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES LENDER AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE “RELEASED PARTIES”), FROM ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, DAMAGES, EXPENSES, ACTIONS, OR CAUSES OF ACTION OF ANY KIND OR NATURE (IF THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR UNDISPUTED,
AT LAW OR IN EQUITY, OR KNOWN OR UNKNOWN, THAT SUCH BORROWER NOW HAS OR EVER HAD AGAINST ANY OF THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH LIABILITIES,
CLAIMS, DEMANDS, DAMAGES, EXPENSES, ACTIONS, OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO A CLAIM OF BREACH OF CONTRACT, FRAUD, LENDER LIABILITY OR MISCONDUCT, BREACH OF FIDUCIARY DUTY, USURY, UNFAIR BARGAINING POSITION, UNCONSCIONABILITY,
VIOLATION OF LAW, NEGLIGENCE, ERROR OR OMISSION IN ACCOUNTING OR CALCULATIONS, MISAPPROPRIATION OF FUNDS, TORTIOUS CONDUCT OR RECKLESS OR WILLFUL MISCONDUCT. EACH BORROWER AND EACH GUARANTOR REPRESENTS AND WARRANTS TO LENDER THAT IT HAS NOT
TRANSFERRED OR ASSIGNED TO ANY PERSON ANY CLAIM THAT IT HAS EVER HAD OR CLAIMED TO HAVE AGAINST ANY RELEASED PARTY. 

Section 6.8    Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the
parties hereto and their respective successors, assigns, heirs, executors, and legal representatives, except that none of the parties hereto other than Lender may assign or transfer any of its rights or obligations hereunder without the prior
written consent of Lender. 
 Section 6.9    Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Any signature delivered by a party by facsimile or other electronic transmission shall
be deemed to be an original signature hereto. 
 Section 6.10    Effect of Waiver. No consent or waiver,
express or implied, by Lender to or for any breach of or deviation from any covenant, condition or duty by any Borrower, shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty. 

Section 6.11    Headings. The headings, captions, and arrangements used in this Amendment are for convenience
only and shall not affect the interpretation of this Amendment. 
 Section 6.12    Conflicting Provision. If
any provision of the Loan Agreement as amended hereby conflicts with any provision of any other Loan Document, the provision in the Loan Agreement shall control. 

Section 6.13    ENTIRE AGREEMENT. THIS AMENDMENT, THE LOAN AGREEMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED AND
DELIVERED IN CONNECTION WITH AND PURSUANT TO THIS AMENDMENT AND THE LOAN AGREEMENT REPRESENT THE 

  
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FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Limited Waiver and Second Amendment
to be duly executed and delivered as of the date first written above. 
  

			
	BORROWER:
	
	FUSE MEDICAL, INC.
		
	By:	 	 /s/ Christopher C. Reeg

	Name:	 	Christopher C. Reeg
	Title:	 	Chief Executive Officer
	
	BORROWER:
	
	CPM MEDICAL CONSULTANTS, LLC
		
	By:	 	 /s/ Christopher C. Reeg

	Name:	 	Christopher C. Reeg
	Title:	 	Chief Executive Officer
	
	LENDER:
	
	ZIONS BANCORPORATION, N.A. dba AMEGY BANK
		
	By:	 	 /s/ Olga Santiago

	Name:	 	Olga Santiago
	Title:	 	Vice President


 (Signature Page to Limited Waiver and Second Amendment) 












 
			
	GUARANTORS:
	
	NC143 FAMILY HOLDINGS LP
		
	By:	 	NC 143 Family Holdings GP LLC,
		 	General Partner of NC 143 Family
		 	Holdings LP
		
	By:	 	NC 143 Family Trust, Dated October 1,
		 	2014, as last amended, Manager of NC
		 	143 Family Holdings GP LLC
		
	By:	 	 /s/ Mark W. Brooks

	Name:	 	Mark W. Brooks
	Title:	 	Trustee of NC 143 Family Trust
		
	By:	 	 /s/ Penelope A. Brooks

	Name:	 	Penelope A. Brooks
	Title:	 	Trustee of NC 143 Family Trust
	
	MARK W. BROOKS
		
	By:	 	 /s/ Mark W. Brooks



 (Signature Page to Limited Waiver and Second Amendment)