Exhibit 10.2


 


AMENDMENT NO. 1 TO SALE AND SERVICING
AGREEMENT


 


This Amendment No.
1 to Sale and Servicing Agreement, dated as of June 19, 2019 (this “Amendment”)
is by and among Horizon Funding I, LLC, a Delaware limited liability company, as issuer (the “Issuer”),
Horizon Secured Loan Fund I LLC, a Delaware limited liability company, as the seller (the “Seller”)
and as the originator (the “Originator”), Horizon Technology Finance Corporation, a Delaware corporation,
as the servicer (the “Servicer”) and U.S. Bank National Association (“U.S. Bank”),
not in its individual capacity but as the indenture trustee (the “Trustee”), not in its individual capacity
but as the backup servicer (the “Backup Servicer”), not in its individual capacity but as the custodian
(the “Custodian”), not in its individual capacity but as the lockbox bank (the “Lockbox
Bank”) and not in its individual capacity but solely as securities intermediary (the “Securities Intermediary”).
Each of the Issuer, the Originator, the Servicer, the Trustee, the Backup Servicer, the Lockbox Bank and the Securities Intermediary
may be referred to herein as a “Party” or collectively as the “Parties.” 


 


PRELIMINARY STATEMENTS


 


WHEREAS, each of the
Parties is a party to that certain Sale and Servicing Agreement, dated as of June 1, 2018, among the
Issuer, the Seller, the Originator, the Servicer, the Trustee, the Backup Servicer, the Custodian, the Securities Intermediary
and the Lockbox bank (as previously amended, the “Agreement”); and


 


WHEREAS, the Parties
desire to amend the Agreement in the manner set forth in this Amendment and in accordance with Section 13.01(b) of the Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the Parties hereby agree as follows:


 


Article
I.

AMENDMENT


 


Section 1.1              
Amendment.


 


(a)               
Section 1.01 of the Agreement is hereby amended by deleting the definition of “Ramp-Up Period” in its entirety
and replacing it with the following:


 


“Ramp-Up
Period” means the period beginning on the Closing Date and ending at the earlier of (i) September 1, 2019 or (ii) the
time at which Eligible Loans equal or exceed $75,000,000.


 


(b)               
Section 1.01 of the Agreement is hereby amended by deleting “Aggregate Outstanding Loan Balance” wherever the
term appears in clauses (f) through (j) of the definition of “Excess Concentration Amounts” and replacing it with
 “Reference Amount”.


 


(c)               
Section 1.01 of the Agreement is hereby amended by inserting the following definition in its proper alphabetical order:


 


“Reference
Amount” means $50,000,000.


 


(d)               
Exhibit K of the Agreement is hereby amended by deleting “Minimum Number of Obligors at 12 Months” and replacing
it with “Minimum Number of Obligors as of October 1, 2019”.


 






     


     


    

 


Section 1.2              
Representations and Warranties. Each of the Issuer, Originator, the Servicer and the Backup Servicer with respect
to itself, represents and warrants as of the date of this Amendment as follows:


 


(a)               
This Amendment has been duly and validly executed and delivered by such party and constitutes its valid and binding obligation,
legally enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable Insolvency
Laws and general principles of equity, whether considered in a proceeding at law or in equity;


 


(b)                no
Rapid Amortization Event or Event of Default exists as of the date hereof (the “Amendment Effective Date”)
and will result from this Amendment, both immediately before and after giving effect to this Amendment; and


 


(c)                all
representations and warranties of the Originator, the Servicer and the Backup Servicer contained in this Amendment, Article III
of the Agreement or any other Transaction Document shall be true and correct in all material respects (or in all respects if any
such representation or warranty is already qualified by materiality), except that any representation or warranty which by its
terms is made as of a specified date shall be true and correct in all material respects (or in all respects if any such representation
or warranty is already qualified by materiality) as of such specified date.


 


Each of the Seller,
the Trustee, the Custodian, the Lockbox Bank, and the Securities Intermediary with respect to itself, represents and warrants
as of the date of this Amendment that this Amendment has been duly and validly executed and delivered by such party and constitutes
its valid and binding obligation, legally enforceable against such party in accordance with its terms, except as enforceability
may be limited by applicable Insolvency Laws and general principles of equity, whether considered in a proceeding at law or in
equity.


 


Article
II.

MISCELLANEOUS


 


Section 2.1              
Definitions; Interpretation. All capitalized terms used but not otherwise defined herein shall have the meanings
assigned thereto in the Agreement.


 


Section 2.2              
Headings. The section headings contained in this Amendment are for reference purposes only and shall not affect
the meaning or interpretation of this Amendment.


 


Section 2.3               Amendment.
No provision of this Amendment may be amended, modified or supplemented except by the written agreement of all of the Parties.


 


Section 2.4              
Counterparts. This Amendment may be executed in any number of counterparts and by different Parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same Agreement.


 


Section 2.5              
Transaction Document. This Amendment shall constitute a Transaction Document.


 


Section 2.6              
Conditions to Effectiveness. This Amendment shall become effective on the date on which (i) each party hereto shall
have delivered an executed signature page hereto to the Trustee, (ii) the Trustee has received the consent of the Majority Noteholders
and (iii) the Rating Agency Condition has been satisfied.


 






    2


     


    

 


Section 2.7              
GOVERNING LAW. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT AS AMENDED BY THIS AMENDMENT SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


(b) EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THE AGREEMENT AS AMENDED BY THIS AMENDMENT. EACH PARTY HERETO
(I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND
THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 2.7(b).


 


Section 2.8              
Jurisdiction. Any legal action or proceeding with respect to this Amendment may be brought in the courts of the
United States for the Southern District of New York, and by execution and delivery of this Amendment, each party hereto consents,
for itself and in respect of its property, to the nonexclusive jurisdiction of those courts. Each such party irrevocably waives
any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now
or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Amendment or any document
related hereto.


 






    3


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above
written.


 


	 	HORIZON FUNDING I, LLC, as the Issuer
	 	 
	 	By:	/s/ Daniel R. Trolio
	 	Name: 
	 	Title: 
	 	 
	 	HORIZON SECURED LOAN FUND I LLC, as the Originator
    and as the Seller
	 	 
	 	By:	/s/ Daniel R. Trolio
	 	Name: 
	 	Title: 
	 	 
	 	HORIZON TECHNOLOGY FINANCE CORPORATION, as the Servicer
    
	 	 
	 	By:	/s/ Robert D. Pomeroy, Jr.
	 	Name: Robert D. Pomeroy, Jr.
	 	Title: Chief Executive Officer


 


[Horizon — Sale and Servicing Agreement]


 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity but as the Trustee
	 	 
	 	By:	/s/ Julian Linian
	 	Name: Julian Linian
	 	Title: Vice President
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity but as Securities Intermediary
	 	 
	 	By: 	/s/ Julian Linian
	 	Name: Julian Linian
	 	Title: Vice President
	 	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity but as Custodian 
	 	 
	 	By:	/s/ Julian Linian
	 	Name: Julian Linian
	 	Title: Vice President    
	 	   
	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity but as Backup Servicer
	 	 
	 	By: 	/s/ Samantha Howe
	 	Name: Samantha Howe
	 	Title: Vice President



 


	 	U.S. BANK
    NATIONAL ASSOCIATION, not in its individual capacity but as Lockbox Bank
	 	 
	 	By: 	/s/
    Deborah J. Franco
	 	Name:
    Deborah J. Franco
	 	Title:
    Vice President







 






     


     


    

 


Acknowledged and agreed:


 


	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION,
    as Initial Purchaser
	 	 
	 	By:	NYL Investors LLC, its Investment Manager
	 	 
	 	By:	/s/ Scott R. Seewald
	 	Name: Scott R. Seewald 
	 	Title:  Managing Director
	 	 
	 	NEW YORK LIFE INSURANCE COMPANY, as Initial Purchaser
	 	 
	 	By:	/s/ Scott R. Seewald
	 	Name: Scott R. Seewald  
	 	Title:  Vice President
	 	 
	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
    INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C), as Initial Purchaser
	 	 
	 	By:	NYL Investors LLC, its Investment Manager
	 	 
	 	By:	/s/ Scott R. Seewald
	 	Name: Scott R. Seewald 
	 	Title: Managing Director 





 






     


     


    

 


	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
    INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30E), as Initial Purchaser
	 	 
	 	By: 	NYL Investors LLC, its Investment Manager
	 	 
	 	By:	/s/ Scott R. Seewald
	 	Name: Scott R. Seewald  
	 	Title: Managing Director 
	 	 
	 	THE BANK OF NEW YORK MELLON, A BANKING CORPORATION
    ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST AGREEMENT
    DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE COMPANY, AS GRANTOR, JOHN HANCOCK LIFE INSURANCE COMPANY
    (U.S.A.), AS BENEFICIARY, JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND THE BANK OF NEW YORK MELLON,
    AS TRUSTEE, as Initial Purchaser
	 	 
	 	By:	New York Life Insurance Company, its attorney-in-fact
	 	 
	 	By:	/s/ Scott R. Seewald
	 	Name: Scott R. Seewald  
	 	Title: Vice President 


 


[Horizon — Sale and Servicing Agreement]