Exhibit
10.32


 


Execution
Version


 


SECOND
AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER


 





 



 


This
SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”), dated as of February 25,
2021, is made by and between Wireless Telecom Group, Inc., a New Jersey corporation (the “Borrower”),
the Borrower’s subsidiaries set forth on the signature page hereto (the “Guarantors”) and Muzinich
BDC, Inc. (the “Lender”). Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Loan Agreement (defined below).


 


WHEREAS,
the Borrower, the Guarantors and the Lender are parties to that certain Credit Agreement dated as of February 7, 2020 (as amended,
restated, or otherwise modified from time to time, the “Loan Agreement”);


 


WHEREAS,
the Borrower has requested that certain amendments be made to the Loan Agreement; and


 


WHEREAS,
the Lender has agreed to such amendments on the terms and conditions set forth herein.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree to amend the Loan Agreement as follows:


 


	1.	Amendments
    to the Loan Agreement.


 


	 	(a)	Section
    1.01 of the Loan Agreement is hereby amended by deleting the definition of Applicable Rate in its entirety and replacing it
    with the following:


 


“Applicable
Rate” means, with respect to any Interest Period, the applicable per annum rate of interest set forth in the table
below which corresponds to the Consolidated EBITDA of the Borrower and its Subsidiaries for such Interest Period, less the amount
of the UK R&D Tax Credit added back to Consolidated EBITDA for such Interest Period; provided, however, the Applicable Rate
for the Interest Period commencing on January 1, 2021 shall be the highest Applicable Rate set forth below:


 


	Consolidated EBITDA, less
 UK R&D Tax Credit
	 	Applicable Rate	 
	≤ $4,000,000	 	 	9.25	%
	> $4,000,000, but ≤ $6,300,000	 	 	8.50	%
	> $6,300,000	 	 	7.25	%



 


	 	(b)	Section
    1.01 of the Loan Agreement is hereby amended by deleting the definition of Bronco Transaction Documents in its entirety and
    replacing it with the following:


 


“Bronco
Transaction Documents” means, collectively, (a) the Share Purchase Agreement dated as of November 13, 2019 among
Borrower, Holzworth Instrumentation Inc., Jason Breitbarth, Joe Koebel and Leyla Bly, and Jason Breitbarth as the designated representative
of the sellers, as amended by the First Amendment to Share Purchase Agreement dated as of January 31, 2020 and as further amended
by the Second Amendment to Share Purchase Agreement dated as of February 19, 2021 (as so amended, the “Bronco SPA”),
and (b) all other documents, agreements and instruments relating to the Bronco Transaction, in each case including all schedules
and exhibits thereto.


 




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	 	(c)	Section
    1.01 of the Loan Agreement is hereby amended by revising the definition of Consolidated EBITDA to insert the following as
    new clause (b)(xii) thereof and renumbering the existing clause (b)(xii) as (b)(xiii):


 


(xii)
the amount of the UK R&D Tax Credit actually earned during such period;


 


	 	(d)	Section
    1.01 of the Loan Agreement is hereby amended by deleting the definition of Consolidated Fixed Charges in its entirety and
    replacing it with the following:


 


“Consolidated
Fixed Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal
to the sum of (a) the cash portion of Consolidated Interest Charges for such period plus (b) Consolidated Scheduled Funded
Debt Payments for such period plus (c) scheduled payments of principal on the Seller Notes for such period plus
(d) scheduled earnout payments for such period plus (e) scheduled payments of principal on the Deferred Purchase Price
2 Notes for such period.


 


	 	(e)	Section
    1.01 of the Loan Agreement is hereby amended by deleting the definition of Working Capital in its entirety and replacing it
    with the following:


 


“Working
Capital” means, with respect to the Borrower and its Subsidiaries, consolidated current assets (which shall exclude
cash or Cash Equivalents) minus consolidated current liabilities, in each case, determined in accordance with GAAP; provided,
however, that liabilities with respect to any loan permitted pursuant to Section 7.03(o) shall be, in all instances, considered
current liabilities for the purposes of determining Working Capital and Consolidated Excess Cash Flow.


 


	 	(f)	Section
    1.01 of the Loan Agreement is hereby amended by adding the following definitions in the correct alphabetical order:


 


“Deferred
Purchase Price 2 Notes” means the unsecured notes issued by the Borrower to the sellers party to the Bronco Transaction
Documents to evidence the Borrower’s obligation to pay “Deferred Purchase Price 2,” as such term is defined
in the Bronco SPA.


 


“UK
R&D Tax Credit” means the sum of (a) for any period, the accrued amount of any income tax refund which shall
be payable to CommAgility in respect of research and development expenses (as calculated in accordance with Her Majesty’s
Revenue and Customs guidelines) and (b) for any period which includes the three month period ended December 31, 2020, the amount
of any payments by Wireless Telecommunications Group, Ltd. to the sellers party to that certain Share Purchase Agreement dated
as of February 17, 2017 among the Sellers, Wireless Telecommunications Group, Ltd, and the Borrower in respect of any savings
by or repayments to CommAgility of Taxes by reason of CommAgility’s payment of the “Employee Loyalty Bonus”
in accordance with the terms of such Share Purchase Agreement (the “Bonus Tax Saving”). The Borrower
and the Lender hereby stipulate and agree that the Bonus Tax Saving shall be deemed to be $115,682.


 


	 	(g)	Section
    7.03(l) is hereby amended by deleting clause (l) thereof in its entirety and replacing it with the following:


 


(l)
the Borrower’s obligation to pay deferred purchase price payments pursuant to the Bronco Transaction Documents, including
principal and interest payments in respect of the Deferred Purchase Price 2 Notes (collectively, the “Bronco Deferred
Purchase Price Indebtedness”);


 




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	 	(h)	Section
    7.11(a) of the Loan Agreement is hereby amended by deleting the grid set forth therein in its entirety and replacing it with
    the following:


 


	Calendar
    Year	 	March
    31	 	June
    30	 	September
    30	 	December
    31
	2021	 	3.5
    to 1.0	 	3.5
    to 1.0	 	2.75
    to 1.0	 	2.25
    to 1.0
	Thereafter	 	2.0
    to 1.0	 	2.0
    to 1.0	 	2.0
    to 1.0	 	2.0
    to 1.0


 


2.
Amendments to Other Loan Documents. All
references in the Loan Documents to the Loan Agreement shall henceforth include references to such agreement as modified and amended
hereby, and as may, from time to time, be further amended, modified, extended, renewed, or increased. 


 


3.
Limited Waiver. Subject
to (a) the conditions precedent set forth in Section 4 hereof, (b) the other terms and conditions of this Amendment, and (c) the
condition that, on the due date for the Consolidated Excess Cash Flow payment to be made for the 2020 calendar year in accordance
with Section 2.03(b)(ii) of the Loan Agreement, the Borrower makes a payment of Consolidated Excess Cash Flow in an amount equal
to $428,000 (the “Required ECF Payment”), and so long as no other
Default or Event of Default exists, the Lender hereby waives the requirement that the Loan Parties comply with Sections 7.11(a)
and 7.11(b) of the Loan Agreement for the fiscal quarter ending December 31, 2020. The failure by the Borrower to make the Required
ECF Payment shall be an immediate Event of Default under the Loan Agreement. Neither this Amendment, nor any other actions taken
by, or any inaction on the part of the Lender shall be deemed to be a waiver of any Default or Event of Default which exists or
may exist hereafter (other than the limited waiver granted in this Section 3). Except as expressly waived herein, any past or
future delay or failure of the Lender in exercising its rights and remedies is not intended and shall not serve to (a) operate
as a waiver of any rights and remedies available to the Lender under the Loan Agreement or any other Loan Documents, or (b) indicate
an agreement on the part of the Lender to forbear from exercising its rights or remedies. In addition, nothing in this Amendment
or as a result of the Lender’s actions or inactions in connection herewith, shall be deemed to be a waiver of its continuing
right to insist upon strict compliance at all times with the Loan Agreement and the other Loan Documents. This Amendment does
not imply any obligation on the part of the Lender, and the Lender shall not be obligated, at any time, to grant any further amendments,
consents, or waivers with respect to the Loan Agreement or the other Loan Documents. Except as specifically set forth herein,
all of the terms and conditions of the Loan Agreement and the other Loan Documents are, and remain, in full force and effect in
accordance with their respective terms.


 


4.
Consent. Subject to (a) the conditions precedent set forth in Section 4 hereof, (b) the other terms and conditions of this
Amendment, and (c) the condition that, on the due date for the Consolidated Excess Cash Flow payment to be made for the 2020 calendar
year in accordance with Section 2.03(b)(ii) of the Loan Agreement, the Borrower makes the Required ECF Payment, and so long as
no other Default or Event of Default exists, the Lender hereby consents to the Borrower’s execution, delivery and performance
of the Second Amendment to Share Purchase Agreement dated as of February 19, 2021 among Borrower, Holzworth Instrumentation Inc.,
Jason Breitbarth, Joe Koebel and Leyla Bly to the extent such consent is required pursuant to Section 7.12(a) of the Loan Agreement.


 




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5.
Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions
precedent.


 


 (a) The Lender shall have received duly executed counterparts of this Amendment.




 


(b)
After giving effect to this Amendment, no Default or Event of Default shall exist or would result from the execution of this
Amendment.


 


(c)
After giving effect to this Amendment, each of the representations and warranties made by the Loan Parties in or pursuant to the
Loan Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof as
if made on and as of such date, except to the extent the same expressly relate to an earlier date, in which case they shall be
true and correct in all material respects as of such earlier date.


 


6.
Representations and Warranties. As of the date hereof, each of the Borrower and the Guarantors
hereby represents and follows:


 


(a)
Each of the Borrower and the Guarantors has the power and authority and the legal right, to execute, deliver and perform this
Amendment and has taken all necessary action to authorize the Loan Agreement as modified by this Amendment and to authorize the
execution, delivery and performance of the Loan Documents to which it is a party. The execution, delivery and performance of this
Amendment will not violate any applicable Laws or any Contractual Obligation of the Loan Parties.


 


(b)
Each of the Borrower and the Guarantors represents and warrants that each of the representations and warranties contained in Section
5 of the Loan Agreement are true and correct in all material respects on and as of the date hereof, except to the extent the same
expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier
date.


 


7.
Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice
versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed
in interpreting provisions, (c) this Amendment shall be governed by, and construed in accordance with, the law of the State of
New York and subject, for all purposes, to Section 10.13 and 10.14 of the Loan Agreement, (d) if any part of this
Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this
Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document,
and all of those counterparts must be construed together to constitute the same document.


 


Each
of the Borrower and the Guarantors, by execution of a copy hereof, releases, discharges and acquits forever the Lender and its
officers, trustees, agents, employees and counsel (in each case, past, present or future) from any and all liabilities, claims,
defenses, demands, actions, causes of action, judgments, deficiencies, interest, liens, costs, or expenses (including, without
limitation, court costs, penalties, attorneys’ fees and disbursements and amounts paid in settlement) of any kind and character
whatsoever, including claims for usury, breach of contract, breach of commitment, negligent misrepresentation or failure to act
in good faith, in each case whether now known or unknown, suspected or unsuspected, asserted or unasserted or primary or contingent,
and whether arising out of written documents, underwritten undertakings, course of conduct, tort, violations of laws or regulations
or otherwise, with respect to this Amendment, the Loan Agreement or any other Loan Document and the transactions arising or contemplated
hereunder or thereunder, existing as of or arising on or prior to the date hereof.


 


8.
ENTIRETIES. THE LOAN AGREEMENT AS AMENDED BY THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES ABOUT THE SUBJECT MATTER OF THE LOAN AGREEMENT AS AMENDED BY THIS AMENDMENT 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.


 


9.
Parties. This Amendment shall be binding upon and inure to the benefit of the Lender and the
Loan Parties, and their respective successors and assigns, except that the Loan Parties may not assign or transfer any of their
respective rights or obligations hereunder without the prior written consent of the Lender.


 


10.
Loan Document. Each party hereto acknowledges and agrees that this Amendment shall be a Loan
Document.


 


[Signature
pages follow]


 




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IN
WITNESS WHEREOF, this Amendment has been duly executed and delivered by the parties as of the date and year first written above.


 


	BORROWER:	 
	 	 	 
	WIRELESS
    TELECOM GROUP, INC.	 
	 	 	 
	By:	/s/
    Michael Kandell	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 
	 	 	 
	GUaRANTORS:	 
	 	 	 
	MICROLAB/FXR
    LLC	 
	 	 	 
	By:	/s/
    Michael Kandell	 
	Name:	Michael
    Kandell                   	 
	Title:	Chief
    Financial Officer	 
	 	 	 
	BOONTON
    ELECTRONICS CORPORATION	 
	 	 	 
	By:	/s/
    Michael Kandell	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 
	 	 	 
	COMMAGILITY
    LIMITED	 
	 	 	 
	By:	/s/
    Michael Kandell	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 
	 	 	 
	WIRELESS
    TELECOMMUNICATIONS GROUP, LTD	 
	 	 	 
	By:	/s/
    Michael Kandell	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 
	 	 	 
	HOLZWORTH
    INSTRUMENTATION, INC.	 
	 	 	 
	By:	/s/
    Michael Kandell	 
	Name:	Michael
    Kandell	 
	Title:	Chief
    Financial Officer	 
	 	 	 
	LENDER:	 
	 	 	 
	MUZINICH BDC, INC.	 
	 	 	 
	By:	/s/
    Jeffrey Youle	 
	Name:	Jeffrey
    Youle	 
	Title:	Head
    of U.S. Private Debt	 


 


[Additional
signature page follows]


 




    	Signature Page to Second Amendment to Credit Agreement and Limited Waiver