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                                                                         EXHIBIT 10.1                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT                         This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is  entered into as of March 27, 2019, by and among OXFORD FINANCE LLC, a Delaware limited liability company  with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in  such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below)  or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and  collectively, the “Lenders”), and INSPIRE MEDICAL SYSTEMS, INC., a Delaware corporation, with offices  located at 5500 Wayzata Boulevard, Suite 1600, Minneapolis, MN 55416 (“Borrower”).                                           RECITALS                                                  A.    Collateral Agent, Lenders and Borrower have entered into that certain Loan and Security  Agreement dated as of August 7, 2015, which Loan and Security Agreement was amended by a First Amendment  to Loan and Security Agreement dated as of February 24, 2017 (as further amended, restated, supplemented or  otherwise modified from time to time, the “Loan Agreement”).                         B.    Lenders have extended credit to Borrower for the purposes permitted in the Loan Agreement.                         C.    Borrower has requested that Collateral Agent and Lenders make certain revisions to the Loan  Agreement as more fully set forth herein.                         D.    Collateral Agent and Lenders have agreed to 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 2.2 (Term Loans). Section 2.2(b) of the Loan Agreement is hereby amended  and restated as follows:                                      (b) Repayment. Borrower shall make monthly payments of interest only         commencing on the first (1st) Payment Date following the Funding Date of each Term Loan,         and continuing on the Payment Date of each successive month thereafter through and including         the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the         Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for         the period between the Funding Date of such Term Loan and the first Payment Date thereof.         Commencing on the Amortization Date, and continuing on the Payment Date of each month         thereafter, Borrower shall make consecutive equal monthly payments of principal, together with         applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which         calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such         Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a  





 






       repayment schedule equal to twenty four (24) months. All unpaid principal and accrued and         unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date.         Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).                               2.2    Section 2.5 (Fees).  Section 2.5 of the Loan Agreement is amended and restated as  follows:              2.5 Fees.  Borrower shall pay to Collateral Agent:                (a)  Facility Fee.  On the Effective Date, a fully earned, non-refundable facility fee of Twenty Three        Thousand Two Hundred Fifty Dollars ($23,250.00) to be shares by the Lenders pursuant to their respective        Commitment Percentages, which facility fee was paid by Borrower on the Effective Date;               (b) Final Payment.  The Final Payment, when due hereunder, to be shared between the Lenders in        accordance with their respective Pro Rata Shares;               (c) Second Amendment Final Payment.  A fully-earned, non-refundable second amendment final        payment, due and payable as of the Second Amendment Date, in the aggregate amount of $530,900.47, to        be shared between Lenders in accordance with their respective Pro Rata Shares.  For the sake of clarity, the        second amendment final payment is in addition to, and shall not reduce, the Final Payment otherwise due        in connection with Section 2.5(b) hereof;               (d)  Prepayment Fee.  The Prepayment Fee, when due hereunder, to be shared between the Lenders        in accordance with their respective Pro Rata Shares; and               (e)  Lenders’ Expenses.  All Lenders’ Expenses (including reasonable attorneys’ fees and expenses        for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when        due.                               2.3    Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2(a)(ii) of the  Loan Agreement is amended and restated as follows:                                     (ii)   as soon as available, but no later than one hundred twenty (120) days after the       last day of Borrower’s fiscal year or within five (5) days of filing with the SEC, audited consolidated       financial statements prepared under GAAP, consistently applied, together with an unqualified       opinion on the financial statements from an independent certified public accounting firm acceptable to       Collateral Agent in its reasonable discretion;                               2.4    Section 6.6 (Operating Account). Section 6.6(a) of the Loan Agreement is amended  and restated as follows:                      (a)  Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in       accounts which are subject to a Control Agreement in favor of Collateral Agent, subject to Section 6.6(b).       Borrower may maintain the SVB London Account or another foreign Deposit Account disclosed to       Collateral Agent and Lenders in writing so long as the aggregate value in all such accounts do not exceed       Three Million Dollars ($3,000,000.00) in the aggregate at any time (the “Permitted Foreign Accounts”).                      2.5    Section 10 (NOTICES).  Section 10 of the Loan Agreement is amended and restated  as follows:                      10.   NOTICES                All notices, consents, requests, approvals, demands, or other communication (collectively,        “Communication”) by any party to this Agreement or any other Loan Document must be in writing and                                                               





 






      shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and        three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt        requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission;        (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or        (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be        notified and sent to the address, facsimile number, or email address indicated below.  Any of Collateral        Agent, Lender or Borrower may change its mailing address or facsimile number by giving the other party        written notice thereof in accordance with the terms of this Section 10.                If to Borrower:     INSPIRE MEDICAL SYSTEMS, INC.                                    5500 Wayzata Boulevard, Suite 1600                                    Minneapolis, MN 55416                                    Attn: Tim Herbert                                    Fax: (###) ###-####                                    Email: ##########t@############.###                                                    with a copy (which  STINSON LEONARD STREET                shall not constitute 50 S. Sixth Street, Suite 2600                notice) to:         Minneapolis, MN 55402                                    Attn: Thomas P. Sanders                                    Fax: (###) ###-####                                    Email: ###########@################.###                                                    If to Collateral Agent: OXFORD FINANCE LLC                                    133 North Fairfax Street                                    Alexandria, Virginia 22314                                    Attention: Legal Department                                    Fax(###) ###-####                                    Email: ###############@##############.###                                                                                        with a copy (which  Greenberg Traurig, LLP                shall not constitute One International Place                notice) to:         Boston, MA 02110                                    Attn: Jonathan Bell, Esq.                                    Fax: (###) ###-####                                    Email: #####@#####.###                                                              2.6    Section 13.1 (Definitions). The following defined terms and their respective  definitions are amended and restated in or added to Section 13.1 of the Loan Agreement as follows:                                     “Amortization Date” is April 1, 2022.                      “Basic Rate” is, with respect to the Term Loans, the per annum rate of interest         (based on a year of three hundred sixty (360) days) equal to the sum of (i) the greater of (A) the         thirty (30) day U.S. LIBOR rate reported in The Wall Street Journal on the last Business Day of         the month that immediately precedes the month in which the interest will accrue or (B) two and         fifty hundredths percent (2.50%), plus (ii) five and ten hundredths percent (5.10%); provided,         however, under no circumstances will the Basic Rate be less than Seven and Sixty Hundredths         percent (7.60%).  If The Wall Street Journal (or another nationally recognized rate reporting         source acceptable to Collateral Agent) no longer reports the U.S. LIBOR Rate or if such interest         rate no longer exists or if The Wall Street Journal no longer publishes the U.S. LIBOR Rate or         ceases to exist, Collateral Agent may in good faith select a replacement interest rate or         replacement publication, as the case may be.                      “Final Payment Percentage” is three and fifty hundredths percent (3.50%).                                                               





 






                    “Second Amendment Date” means March 27, 2019.                                            “Maturity Date” is March 1, 2024.                                            “Prepayment Fee” is, with respect to any Term Loan subject to prepayment         prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or         otherwise, an additional fee payable to the Lenders in amount equal to:                      (i)    for a prepayment made on or after the Second Amendment Date               through and including the date immediately prior to the first anniversary of the Second               Amendment Date, three percent (3.00%) of the principal amount of such Term Loan               prepaid;                                            (ii)   for a prepayment made on or after the first anniversary of the Second               Amendment Date of such Term Loan through and including the date immediately prior               to the second anniversary of the Second Amendment Date, two percent (2.00%) of the               principal amount of the Term Loans prepaid; and                              (iii)  for a prepayment made on or after the second anniversary of the               Second Amendment Date, one percent (1.00%) of the principal amount of the Term               Loans prepaid.                       2.7    Schedule 1.1 to the Loan Agreement is replaced with Schedule 1.1 attached hereto.                              2.8    Exhibit C to the Loan Agreement is replaced with Exhibit A attached hereto.                              2.9    The Amortization Table attached to the Disbursement Letter dated February 24, 2017  is replaced with the Amortization Table attached as Exhibit B hereto.                      2.10    The Amortization Table attached to the Disbursement Letter dated February 7, 2018  is replaced with the Amortization Table attached as Exhibit C hereto.                        3.    Limitation of Amendment.                               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 other Loan Document, or (b) otherwise prejudice any  right or remedy which Collateral Agent or any Lender 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 Collateral Agent and Lenders to enter into this  Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders 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, accurate and correct in all material respects 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 Collateral Agent and Lenders  on the Effective Date, or subsequent thereto, 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 Requirement of Law applicable to Borrower, (b) any material agreement by which  Borrower is bound, (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 action  by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except  such Governmental Approvals which have already been obtained and are in full force and effect); 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.    Covenant.  On or before April 27, 2019, Borrower shall deliver to Collateral Agent, (i) a  landlord waiver executed by the landlord for Borrower’s office located at 5500 Wayzata Boulevard, Suite 1600,  Minneapolis, MN 55416 and (ii) a bailee waiver executed by Healthlink International, Inc. for its applicable  location in Memphis, TC, each of which waiver shall be in such form and substance as are reasonably  satisfactory to Collateral Agent and Collateral Agent and Lender hereby consent to such delivery.                    6.    Release. The Borrower hereby remises, releases, acquits, satisfies and forever discharges the  Lenders and Collateral Agent, their agents, employees, officers, directors, predecessors, attorneys and all others  acting or purporting to act on behalf of or at the direction of the Lenders and Collateral Agent (“Releasees”), of  and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts,  controversies, agreements, variances, damages, judgments, claims and demands whatsoever, in law or in equity,  which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission  or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the  Releasees, for, upon or by reason of any matter, cause or thing whatsoever relating to or arising out of the Loan  Agreement or the other Loan Documents on or prior to the date hereof and through the date hereof.  Without  limiting the generality of the foregoing, the Borrower waives and affirmatively agrees not to allege or otherwise  pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do,  shall or may have as of the date hereof, including the rights to contest: (a) the right of Collateral Agent and each  Lender to exercise its rights and remedies described in the Loan Documents; (b) any provision of this  Amendment or the Loan Documents; or (c) any conduct of the Lenders or other Releasees relating to or arising  out of the Loan Agreement or the other Loan Documents on or prior to the date hereof.                  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 the due execution and delivery                                                               





 






to Collateral Agent and Lenders, in form and substance satisfactory to Collateral Agent and each Lender, of such  documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem  necessary or appropriate, including, without limitation:                         a) this Amendment, executed by Borrower, Collateral Agent and each Lender;                         b) a Corporate Borrowing Certificate by Borrower dated as of the Second Amendment Date;                         c) a Perfection Certificate for Borrower dated as of the Second Amendment Date;                         d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified            by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of            organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified            to conduct business, each as of a date no earlier than thirty (30) days prior to the Second Amendment            Date;                         e) certified copies of financing statement searches, as Collateral Agent shall request, accompanied by            written evidence (including any UCC termination statements) that the Liens indicated in any such            financing statements either constitute Permitted Liens or have been terminated or released;                  f) a Disbursement Letter executed by Borrower; and                         g) Borrower’s payment of all Lenders’ Expenses incurred through the date of this Amendment.                                            [Balance of Page Intentionally Left Blank]                                                                                                           





 






      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed  and delivered as of the date first written above.                                BORROWER:                 INSPIRE MEDICAL SYSTEMS, INC.                 By /s/ Timothy P. Herbert             Name: Timothy P. Herbert              Title: President & CEO                                              COLLATERAL AGENT AND LENDER:                 OXFORD FINANCE LLC                 By                                    Name:                                 Title:                                                                              





 






        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed  and delivered as of the date first written above.                                BORROWER:                 INSPIRE MEDICAL SYSTEMS, INC.                 By                                    Name:                                 Title:                                                              COLLATERAL AGENT AND LENDER:                 OXFORD FINANCE LLC                 By /s/ Colette H. Featherly           Name: Colette H. Featherly            Title: Senior Vice President                             





 






                             SCHEDULE 1.1                                                                Lenders and Commitments                                                                     Term A Loans          Lender                Term Loan Commitment         Commitment Percentage  OXFORD FINANCE LLC                $16,500,000.00                 100.00%         TOTAL                      $16,500,000.00                 100.00%                                                                     Term B Loans          Lender                Term Loan Commitment         Commitment Percentage  OXFORD FINANCE LLC                 $8,000,000.00                 100.00%         TOTAL                       $8,000,000.00                 100.00%                                                               Aggregate (all Term Loans)          Lender                Term Loan Commitment         Commitment Percentage  OXFORD FINANCE LLC                $24,500,000.00                 100.00%         TOTAL                      $24,500,000.00                 100.00%                    





 






                                        EXHIBIT A                                                   TO:         OXFORD FINANCE LLC, as Collateral Agent and Lender                       FROM:       INSPIRE MEDICAL SYSTEMS, INC.     The undersigned authorized officer (“Officer”) of [BORROWER] (“Borrower”), hereby certifies that in accordance    with the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral Agent, and    the Lenders from time to time party thereto (the “Loan Agreement;” capitalized terms used but not otherwise    defined herein shall have the meanings given them in the Loan Agreement),          (a)    Borrower is in complete compliance for the period ending _______________ with all required    covenants except as noted below;          (b)    There are no Events of Default, except as noted below;           (c)   Except as noted below, all representations and warranties of Borrower stated in the Loan    Documents are true and correct in all material respects on this date and for the period described in (a), above;    provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that    already are qualified or modified by materiality in the text thereof; and provided, further that those representations    and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of    such date.           (d)   Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax returns and    reports, Borrower, and each of Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes,    assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to    the terms of Section 5.8 of the Loan Agreement;          (e)    No Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to    unpaid employee payroll or benefits of which Borrower has not previously provided written notification to    Collateral Agent and the Lenders.    Attached are the required documents, if any, supporting our certification(s).  The Officer, on behalf of Borrower,    further certifies that the attached financial statements are prepared in accordance with Generally Accepted    Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an    accompanying letter or footnotes and except, in the case of unaudited financial statements, for the absence of    footnotes and subject to year-end audit adjustments as to the interim financial statements.           Please indicate compliance status since the last Compliance Certificate by circling Yes, No, or N/A under    “Complies” column.            Reporting Covenant              Requirement            Actual         Complies    1)   Financial statements       Monthly within 30 days                    Yes     No    N/A   2)   Annual (CPA Audited) statements Within 120 days after FYE            Yes     No    N/A        Annual Financial           Annually (draft prior to FYE, and  3)   Projections/Budget (prepared on a Board-approved on or before        Yes     No    N/A       monthly basis)             February 28), and when revised  4)   A/R & A/P agings           If applicable                             Yes     No    N/A  5)   8-K, 10-K and 10-Q Filings If applicable, within 5 days of filing    Yes     No    N/A  6)   Compliance Certificate     Monthly within 30 days                    Yes     No    N/A       





 






7)   IP Report                  When required                             Yes     No    N/A       Month-end account statements for       each deposit account securities  8)   account of Borrower and its Monthly within 30 days                   Yes     No    N/A       Subsidiaries       Total amount of Borrower’s cash  9)   and cash equivalents at the last                        $________    Yes     No    N/A       day of the measurement period       Total amount of Borrower’s       Subsidiaries’ cash and cash  10)  equivalents at the last day of the                      $________    Yes     No    N/A       measurement period            Deposit and Securities Accounts    (Please list all accounts; attach separate sheet if additional space needed)                                                                       Account Control Agreement in       Institution Name     Account Number            New Account?                                                                   place?  1)                                                   Yes    No         Yes            No   2)                                                   Yes    No         Yes            No   3)                                                   Yes    No         Yes            No   4)                                                   Yes    No         Yes            No        Other Matters            Has a Key Person ceased to be actively engaged in the management of Borrower since the   1)                                                                           Yes       No        last Compliance Certificate?                                                                                                   Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by   2)                                                                           Yes       No        the Loan Agreement?                                                                                                   Have there been any new or pending claims or causes of action against Borrower that   3)                                                                           Yes       No        involve more than One Hundred Thousand Dollars ($100,000.00)?                                                                                                   Have there been any amendments of or other changes to the capitalization table of   4)   Borrower and to the Operating Documents of Borrower or any of its Subsidiaries?  If yes, Yes No        provide copies of any such amendments or changes with this Compliance Certificate.        Are Borrower’s consolidated product revenues, measured on a trailing twelve (12) month   5)                                                                           Yes       No        basis, at least Twenty Million Dollars ($20,000,000.00).            





 






Exceptions             Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.”  Attach separate sheet if additional space needed.)                         INSPIRE MEDICAL SYSTEMS, INC.             By:                          Name:                        Title:                                  Date:                                               LENDER USE ONLY                                                                                                            Received by:                        Date:                                                                                                                    Verified by:                        Date:                                                                                                                    Compliance Status:  Yes          No