k2secondamendment_evelo5






                                                                                                                         SECOND AMENDMENT TO                              LOAN AND SECURITY AGREEMENT          This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated  as of May 15, 2020, by and among EVELO BIOSCIENCES, INC., a Delaware corporation (“Borrower  Representative”), the undersigned lenders, constituting the Required Lenders, and K2 HEALTHVENTURES LLC,  as administrative agent for Lenders (in such capacity, and together with its successors, “Administrative Agent”).                                         RECITALS     A.  Borrowers, Lenders and Administrative Agent are parties to that certain Loan and Security Agreement, dated  July 19, 2019 (as amended, restated, supplemented or otherwise modified, from time to time, the “Agreement”).      B.  The parties desire to amend the Agreement as set forth in this Amendment.          1.     AMENDMENTS         1.1    Exhibit A to the Agreement is hereby amended by amending and restating the defined term set forth  below:                 “Second Tranche Availability Period” means the period commencing on December 1, 2019 and        ending July 15, 2020, inclusive.         2.     REPRESENTATIONS AND WARRANTIES         2.1    Borrowers represent and warrant that:                 (a)    the representations and warranties contained in the Agreement are true and correct in all  material respects as of the date of this Amendment, and no Default or Event of Default has occurred and is continuing;                 (b)    each Borrower has the power and authority to execute and deliver this Amendment and  perform its obligations under the Agreement, as modified by this Amendment;                 (c)    the execution and delivery by each Borrower of this Amendment, and the performance by  each Borrower of its obligations under the Agreement, as modified by this Amendment, have been duly authorized by  all requisite action;                 (d)    the execution and delivery by each Borrower of this Amendment and the performance by  each Borrower of its obligations under the Agreement, as modified by this Amendment, do not and will not contravene  (a) any material Requirement of Law, (b) any material contractual restriction in any material agreement with a Person  binding on such Borrower, (c) any order, judgment or decree of any Governmental Authority binding on such  Borrower, or (d) the Operating Documents of such Borrower, and do not require any order, consent, approval, license,  authorization or validation of, or filing, recording or registration with, or exemption by any Governmental Authority,  except as already has been obtained or made; and                (e)    this Amendment has been duly executed and delivered by each Borrower and is the binding  obligation of each Borrower, enforceable against such 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.         3.     CONDITIONS TO EFFECTIVENESS         The effectiveness of this Amendment is subject to the following conditions precedent:          3.1    Administrative Agent shall have received this Amendment, duly executed by Borrowers; and     225839752 v1  





 






      3.2    Borrowers shall have paid an amendment fee of $20,000 and any Lender Expenses due and payable  as of the date hereof, which Borrowers hereby authorize may be debited by Administrative Agent, in accordance with  Section 2.5 of the Agreement.          4.     GENERAL PROVISIONS         4.1    Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the  Agreement.  The Agreement and this Amendment shall be and remain in full force and effect in accordance with their  respective terms and hereby are ratified and confirmed in all respects.  Except as expressly set forth herein, the  execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any  right, power, or remedy of Administrative Agent or Lenders under the Agreement, as in effect prior to the date hereof.   Each Borrower ratifies and reaffirms the continuing effectiveness of the Loan Documents entered into in connection  with the Agreement, and that the security interest as granted pursuant to the Loan Agreement continues from the  Closing Date.              4.2   This Amendment and the Loan Documents represent the entire agreement with respect to 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.          4.3   This Amendment may be executed in two or more counterparts, each of which shall be deemed an  original, but all of which together shall constitute one instrument.         4.4    This Amendment shall constitute a Loan Document.  Accordingly, the provisions of Section 11 of  the Agreement shall likewise apply to this Amendment.                       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                          225839752 v1  





 






        [SIGNATURE PAGE TO SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT]          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date set  forth above.                                              BORROWER REPRESENTATIVE:                                                                                          EVELO BIOSCIENCES, INC.                                                                                          By                                                                                    Name: ______________________________________                                             Title: _______________________________________                                                                                                                              2258397522  v1    





 






        [SIGNATURE PAGE TO SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT]                                                ADMINISTRATIVE AGENT:                                                                                          K2 HEALTHVENTURES LLC                                                                                          By:                                                                                   Name:  Parag Shah                                                                     Title:  CEO                                                                                                                        LENDER:                                                                                          K2 HEALTHVENTURES LLC                                                                                          By:                                                                                   Name:  Parag Shah                                                                     Title:  CEO                                                                                                                                                                                2258397522  v1    





 






        [SIGNATURE PAGE TO SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT]          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date set  forth above.                                              BORROWER REPRESENTATIVE:                                                                                          EVELO BIOSCIENCES, INC.                                                                                          By                                                                                    Name: ______________________________________Balkrishan "Simba" Gill                                              Title: _______________________________________President and CEO                                                                                                                                2258397522  v1