Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT NO. 2 TO


 


LOAN AND SECURITY AGREEMENT


 


This AMENDMENT NO. 2 TO LOAN
AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 18, 2022, by and among SUMMER INFANT, INC.
(the “Company”) and SUMMER INFANT (USA), INC. (together with the Company, “Borrowers”),
the guarantors from time to time party to the Loan Agreement referenced below (“Guarantors”, and together with Borrowers,
 “Obligors”), the financial institutions from time to time party thereto as lenders (“Lenders”) and
WYNNEFIELD CAPITAL, INC., in as agent and security trustee for the Lenders (“Agent”).


 


WHEREAS, Obligors,
Lenders and Agent have previously entered into that certain Loan and Security Agreement dated as of January 28, 2022, as amended
by that certain Amendment No. 1 to Loan and Security Agreement, dated as of March 16, 2022 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Agent and Lenders
have made certain loans and financial accommodations available to Borrowers; and


 


WHEREAS, Obligors have
requested that Agent and Lenders to amend certain provisions of the Loan Agreement as set forth herein and provide certain other accommodations
to Borrower.


 


NOW, THEREFORE, for
and in consideration of the premises and mutual agreements and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be bound, hereby agree as follows:


 


1.            Capitalized
Terms. Capitalized terms used herein but not otherwise defined have the meaning ascribed to them in the Loan Agreement.


 


2.            Amendments
to the Loan Agreement. Subject to the satisfaction of the terms and conditions set forth in this Amendment, Obligors, Lenders
and Agent agree that the Loan Agreement be, and it is hereby is, amended as follows:


 


(a)            Amendment
to Section 2.1.1. Section 2.1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


 


2.1.1            Standby
Term Loans. Each Lender agrees severally, up to its Standby Term Loan Commitment and on the terms set
forth herein, to make Standby Term Loans to Borrowers from time to time from during the Availability Period, provided, that at all times
prior to May 15, 2022, the aggregate principal amount of the Standby Terms Loans then outstanding shall not exceed $4,000,000. In
no event shall Lenders have any obligation to honor a request for a Standby Term Loan unless (i) on the date of the Notice of Borrowing
and on the date of such Borrowing, the daily average Availability (as defined in the First Lien Loan Agreement) for the immediately prior
30 days is equal to or less than $6,000,000 or (ii) on the date of the Notice of Borrowing and on the date of such Borrowing, the
Borrowing Base Certificate that was delivered pursuant to the First Lien Credit Agreement on the immediately prior Wednesday (in respect
of the calendar week immediately prior to such delivery) reflects Availability equal to or less than $5,500,000.”


 






     


     


    

 


(b)            Amendment
to Section 4.1.1(a). Second Sentence of Section 4.1.1(a) of the Loan Agreement is hereby amended and restated
in its entirety to read as follows:


 


“Such notice must be
received by Agent no later than 11:00 a.m. (Eastern Time) on the date which is not less than five (5) Business Days prior
to the requested funding date (and such funding date shall occur no later than ten (10) Business Days of Agent’s receipt
of such Notice of Borrowing); provided that no Notice of Borrowing shall be delivered within five (5) days of the immediately
preceding Borrowing.”


 


3.            No
Default; Representations and Warranties, Etc. Obligors hereby represent, warrant and confirm that: (a) after giving effect
to this Amendment, all representations and warranties of Obligors in the Loan Agreement and the other Loan Documents are true and correct
in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made
on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of
an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication
of any materiality qualifier contained therein) as of such earlier date); (b) after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors of this Amendment and
all other documents, instruments and agreements executed and delivered in connection herewith or therewith (i) have been duly authorized
by all necessary action on the part of Obligors (including any necessary shareholder consents or approvals), (ii) do not violate,
conflict with or result in a default under and will not violate or conflict with or result in a default under any applicable law or regulation,
any term or provision of the organizational documents of any Obligor or any term or provision of any material indenture, agreement or
other instrument binding on any Obligor or any of its assets, and (iii) do not require the consent of any Person which has not been
obtained.


 


4.            Loan
Document. This Amendment shall be deemed to be a Loan Document for all purposes.


 


5.            Governing
Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON,
ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF (BUT INCLUDING SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW).


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Amendment, which shall be deemed to be a sealed instrument as of the date first above written.


 


	 	BORROWERS:
	 	 
	 	SUMMER INFANT, INC.
	 	 
	 	By: 	/s/ Bruce Meier
	 	 	Name: Bruce Meier
	 	 	Title: Interim Chief Financial Officer
	 	 
	 	SUMMER INFANT (USA), INC.
	 	 
	 	By: 	/s/ Bruce Meier
	 	 	Name: Bruce Meier
	 	 	Title: Chief Financial Officer



 






     


     


    

 


	 	AGENT:
	 	 
	 	WYNNEFIELD CAPITAL, INC., as Agent
	 	 
	 	By 	/ / Nelson Obus
	 	 	Name: Nelson Obus
	 	 	Title: President
	 	 
	 	LENDERS:
	 	 
	 	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P I, as Lender
	 	 
	 	By: WYNNEFIELD CAPITAL MANAGEMENT, LLC, its General Partner
	 	 
	 	By	 / / Nelson Obus
	 	 	Name: Nelson Obus
	 	 	Title: Co-Managing Member
	 	 
	 	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P, as Lender
	 	 
	 	By: WYNNEFIELD CAPITAL MANAGEMENT, LLC, its General Partner
	 	 
	 	By 	/ / Nelson Obus
	 	 	Name: Nelson Obus
	 	 	Title: Co-Managing Member