EX-10.8





 Exhibit 10.8 

FIRST AMENDMENT 
 TO

 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT  

This First Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 7th day of
July, 2021, by and among (a) SILICON VALLEY BANK (“Bank”) and (b) (i) PLASTIQ INC., a Delaware corporation (“Plastiq”), (ii) PLV INC., a Delaware corporation (“PLV,” and
together with Plastiq, “U.S. Borrower”), and (iii) PLASTIQ CANADA INC., a corporation continued under the laws of the Province of British Columbia (“Canadian Borrower”) (hereinafter, Canadian Borrower
and U.S. Borrower are jointly and severally, individually and collectively, referred to as “Borrower”), whose address is 360 9th Street, San Francisco, California 94103. 

RECITALS 

A. Bank and Borrower have entered into that certain Amended and Restated Loan and Security Agreement dated as of February 8, 2021
(as the same may from time to time be amended, modified, supplemented or restated, the “Loan Agreement”). 
 B. Bank has
extended credit to Borrower for the purposes permitted in the Loan Agreement. 
 C. Borrower has requested that Bank amend the Loan
Agreement to make certain revisions to the Loan Agreement as more fully set forth herein. 
 D. Bank has agreed to so amend certain
provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below. 

AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:  

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

 2. Amendments to Loan Agreement. 

2.1 Section 8.2 (Covenant Default). Section 8.2(a) is amended in its entirety and replaced with the following:

 “ (a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.4, 6.5, 6.6, 6.7, 6.8(b), 6.9, 6.10 or 6.13, or
violates any covenant in Section 7 (provided, that, notwithstanding the foregoing, a violation of the covenants in 6.7 shall not, in and of itself, constitute an Event of Default with respect to the Term Loan Advances); or” 












 2.2 Section 13 (Definitions). The definition of “Permitted
Liens” is amended by deleting subsection (m) in its entirety and inserting the following new subsection (m) in lieu thereof: 

“ (m) subject to the execution of the Priority Agreement, a Lien in favor of Bank of Montreal in connection with Canadian Borrower’s
deposit account ending 746 in an amount securing no more than Two Million Canadian Dollars (CDN $2,000,000.00) at any time.”  

2.3 Section 13.1 (Definitions). The following new term and its definition is inserted to appear alphabetically in
Section 13.1 of the Loan Agreement: 
 “ “Priority Agreement” means that certain Priority Agreement by and among
(a) Bank, (b) BMO Bank of Montreal, and (c) Canadian Borrower dated as of July 7, 2021.” 
 3. Limitation of
Amendments. 
 3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be
limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have
or may have in the future under or in connection with any Loan Document. 
 3.2 This Amendment shall be construed in connection with
and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and
effect. 
 4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to
Bank as follows:  
 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such
date), and (b) no Event of Default has occurred and is continuing;  
 4.2 Borrower has the power and authority to execute
and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;  
 4.3 The
organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;  












 4.4 The execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 
 4.5 The execution
and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any material law or material regulation binding on or
affecting Borrower, (b) any material contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower,
or (d) the organizational documents of Borrower; 
 4.6 The execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any
governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made, other than as contemplated by this Amendment; and 

4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting
creditors’ rights. 
 5. Ratification of Perfection Certificates. Plastiq hereby ratifies, confirms and reaffirms, all and
singular, the terms and disclosures contained in a certain Perfection Certificate of Plastiq dated as of February 8, 2021 (the “Plastiq Perfection Certificate”) and acknowledges, confirms and agrees the disclosures and
information Plastiq provided to Bank in said Perfection Certificate have not changed, as of the date hereof. PLV hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate of
PLV dated as of February 8, 2021 (the “PLV Perfection Certificate”) and acknowledges, confirms and agrees the disclosures and information Plastiq provided to Bank in said Perfection Certificate have not changed, as of the date
hereof. Canadian Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate of Canadian Borrower dated as of February 8, 2021 (the “Canadian Borrower
Perfection Certificate” and together with the Plastiq Perfection Certificate and PLV Perfection Certificate, the “Perfection Certificate”) and acknowledges, confirms and agrees the disclosures and information Canadian
Borrower provided to Bank in said Perfection Certificate have not changed, as of the date hereof. Plastiq, PLV and Canadian Borrower each hereby agree that all references in the Loan Agreement to the “Perfection Certificate” shall
hereinafter be deemed to be references to the Perfection Certificate, as defined herein. 
 6. Integration. This Amendment and the
Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter
of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents. 












 7. Counterparts. This Amendment may be executed in any number of counterparts and all
of such counterparts taken together shall be deemed to constitute one and the same instrument. 
 8. Effectiveness. This Amendment
shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) Bank’s receipt of a duly executed Priority Agreement in form and substance acceptable to Bank in all respects,
(c) a filed PPSA amendment revising the existing May 5, 2021 PPSA financing statement in form and substance acceptable to Bank in all respects, and (d) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in
connection with this Amendment. 
 [Signature page follows.] 












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

 

									
	BANK	 		 	BORROWER
			
	SILICON VALLEY BANK	 		 	PLASTIQ INC.
					
	By:	 	 /s/ Chris Vind
	 		 	By:	 	 /s/ Eliot Buchanan

	Name:	 	Chris Vind	 		 	Name:	 	Eliot Buchanan
	Title:	 	Director	 		 	Title:	 	President
			
		 		 	PLV INC.
				
		 		 	By:	 	 /s/ Eliot Buchanan

		 		 	Name:	 	Eliot Buchanan
		 		 	Title:	 	Secretary
			
		 		 	PLASTIQ CANADA INC.
				
		 		 	By:	 	 /s/ Eliot Buchanan

		 		 	Name:	 	Eliot Buchanan
		 		 	Title:	 	Director, President & Secretary