Exhibit 10.2


 





Execution Version


 


AMENDMENT NO. 4


TO SECOND LIEN CREDIT AGREEMENT


 


This AMENDMENT
NO. 4 TO SECOND LIEN CREDIT AGREEMENT, dated as of April 6, 2020 and effective as of December 31, 2019 (this “Amendment”),
is by and among TELIGENT, INC., a Delaware corporation (the “Borrower”), its Subsidiaries signatory
hereto, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”),
ARES CAPITAL CORPORATION, a Maryland corporation (“ARCC”), as administrative agent and collateral
agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative
Agent”). For purposes of this Amendment, all terms used herein which are not otherwise defined herein, including
but not limited to those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Amended
Credit Agreement (as defined below).


 


WHEREAS,
the Administrative Agent, Lenders, Borrower and other Credit Parties have entered into financing arrangements pursuant to which
the Lenders (or Administrative Agent on behalf of the Lenders) have made and may make Loans and provide other financial accommodations
to Borrower as set forth in (i) the Second Lien Credit Agreement, dated as of December 13, 2018, as amended by that certain Amendment
No. 1 to Second Lien Credit Agreement, dated as of February 8, 2019, as amended by that certain Amendment No. 2 to Second Lien
Credit Agreement, dated as of July 18, 2019 and effective as of July 29, 2019, as amended by that certain Consent and Amendment
No. 3 to Second Lien Credit Agreement, dated as of October 31, 2019 (as in effect prior to the effectiveness of this Amendment,
the “Credit Agreement”, and as the same is further amended by this Amendment and as may be further amended,
restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), by and
among the Administrative Agent, Lenders, Borrower and other Credit Parties and (ii) the other Credit Documents, including, without
limitation, this Amendment;


 


WHEREAS,
the Borrower has requested that the Administrative Agent and the Lenders amend certain provisions of the Credit Agreement, as provided
more fully herein.


 


NOW
THEREFORE, in consideration of the foregoing premises and the mutual agreements and covenants contained in the Credit Agreement
and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


Section
1. Amendments to the Credit Agreement. Subject to the conditions to effectiveness set forth in Section 3 hereof,
and in reliance upon the representations and warranties made by the Credit Parties in Section 2 hereof, pursuant to Section
12.01 of the Credit Agreement and subject to the terms and conditions herein, the Credit Agreement is hereby amended as set
forth below in this Section 1.


 


1.01.       Section
1.1 of the Credit Agreement is hereby amended:


 


(a)          by
inserting the following new definitions in correct alphabetical order:


 






    1 


     


    

 


“‘Ares’
shall have the meaning set forth in the recitals to this Agreement.”


 


“‘Amendment
No. 4 Closing Date’ shall mean April 6, 2020.


 


“‘Liquidity’
shall mean, at any time, Availability (as defined in the First Lien Credit Agreement), plus unrestricted cash and Cash Equivalents
of any Credit Party that is on deposit in deposit accounts or in securities accounts, or any combination thereof, and which such
deposit accounts and/or securities accounts are the subject of a Control Agreement.”


 


“‘PIK
Amount’ shall have the meaning set forth in Section 2.08(f).”


 


“‘PIK
Extension Event’ means the date on which the Borrower shall have received (a) a warning letter close-out letter from
the FDA (and provided a copy thereof to the Administrative Agent) for the corrective actions undertaken by the Borrower in response
to the FDA’s warning letter dated as of November 26, 2019 and (b) a written recommend approval decision from the FDA (and
provided a copy thereof to the Administrative Agent) in connection with the FDA’s preapproval inspection for the Line Project.”


“‘Warrant
Holder’ shall mean each of the Lenders hereunder.”


 


“‘Warrants’
shall mean the warrants and related documentation issued to the Warrant Holder equal to 10.00% of the fully diluted shares outstanding
of common stock of Borrower.”


 


(b)          by
amending and restating the following definitions:


 


“‘Applicable
Margin’ shall mean (a) from the Closing Date until the Amendment No. 4 Closing Date, a percentage per annum equal
to, with respect to Loans, (i) that are Eurodollar Loans, 8.75 percentage points and (ii) that are ABR Loans, 7.75 percentage points
and (b) from and including the Amendment No. 4 Closing Date to the Maturity Date, a percentage per annum equal to, with respect
to Loans, (i) that are Eurodollar Loans, 13.00 percentage points and (ii) that are ABR Loans, 12.00 percentage points.”


 


“‘ABR’
shall mean, for any day, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest 1/16 of 1%)
equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 1⁄2
of one percentage point (c) the Eurodollar Rate with a term of one month plus one percentage point, and (d) (i) from the Closing
Date until the Amendment No. 4 Closing Date, 2.00% per annum and (ii) from and including the Amendment No. 4 Closing Date, 2.50%
per annum. Changes in the rate of interest on that portion of any Loans maintained as ABR Loans will take effect simultaneously
with each change in the ABR.”


 






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“‘Consolidated
Adjusted EBITDA’ shall mean, for a specified period, an amount determined for the Borrower and its Subsidiaries on
a consolidated basis equal to


 


(a)              
Consolidated Net Income,


 


plus


 


(b)              
to the extent deducted in calculating Consolidated Net Income for such period, the sum of,
without duplication, amounts for:


 


(i)              Consolidated Interest Expense (net of interest income),


 


(ii)            
provisions for Taxes based on income,


 


(iii)           
total depreciation expense,


 


(iv)           
total amortization expense,


 


(v)             other non-cash charges reducing Consolidated Net Income (excluding any such non cash item
(x) to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid
cash item that was paid in a prior period or (y) relating to a write-down, write off or reserve with respect to Receivables),


 


(vi)            
losses on asset sales, disposals or abandonments, including derivative liabilities or losses
related to the 2023 Convertible Notes (other than (i) of current assets and (ii) asset sales, disposals or abandonments in the
ordinary course of business), 


 


(vii)         
fees and expenses incurred in connection with (i) the consummation of the Transactions on
the Closing Date, in an aggregate amount not to exceed $1,500,000 and (ii) the development, preparation, negotiation and execution
of, and any amendment, waiver, supplement or modification to this Agreement and the First Lien Agreement, in an aggregate amount
not to exceed $1,500,000, in each case, to the extent disclosed to Administrative Agent,


 


(viii)       
fees and expenses incurred in connection with a Permitted Acquisition, a permitted Disposition
or the refinancing or redemption of Indebtedness pursuant to Section 9.01(b) to the extent disclosed to Administrative Agent, provided,
to the extent such transactions have not been consummated, in an amount not greater than $1,000,000 in the aggregate, 


 


(ix)            
foreign exchange losses, 


 


(x)             
legal fees and expenses incurred in connection with litigation and arbitration matters as
agreed from time to time by the Company and Administrative Agent, 


 


(xi)            
fees and expenses incurred in connection with compliance with NASDAQ listing standards, in
an amount not to exceed $250,000, and


 






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(xii)         
losses attributed to failure to supply penalties in an amount not to exceed (i) $2,000,000
for such losses incurred for the twelve-month period ending on December 31, 2019 and (ii) $0 for any losses after December 31,
2019; 


 


minus


 


(c)              
to the extent included in calculating Consolidated Net Income for such period, the sum of,
without duplication, amounts for:


 


(i)              other non-cash gains increasing Consolidated Net Income for such period (excluding any such
non-cash item to the extent it represents the reversal of an accrual or reserve for a potential cash item in any prior period),


 


(ii)             gains on asset sales, disposals or abandonments (other than (A) of current assets and (B)
asset sales, disposals or abandonments in the ordinary course of business),


 


(iii)           
foreign exchange gains; 


 


(iv)            extraordinary gains and income; and


 


(v)             gains related to the 2023 Convertible Notes;


 


provided; however, for purposes of determining
the Total Net Leverage Ratio, Consolidated Adjusted EBITDA shall be determined on a Pro Forma Basis;


 


provided; further, that, notwithstanding
the foregoing, the amount of Consolidated Adjusted EBITDA that is attributable to revenues from customers located in countries
other than the United States and Canada shall not exceed 15% of the Consolidated Adjusted EBITDA of Borrower and its Subsidiaries
on a consolidated basis for any specified period, except to the extent such revenues are actually distributed to the Borrower or
any other Credit Party.”


 


“‘Eurodollar
Rate’ shall mean, with respect to any Eurodollar Loan for any Interest Period, a rate per annum (rounded upwards,
if necessary, to the nearest 1/100 of 1%) equal to the greater of (a) (i) from the Closing Date until the Amendment No. 4 Closing
Date, 1.00% per annum and (ii) from and including the Amendment No. 4 Closing Date to the Maturity Date, 1.50% per annum and (b)
an amount equal to (i) the rate per annum appearing on Bloomberg Professional Service Page BBAN1 offered rate for deposits in Dollars
at approximately 11:00 a.m. (London time) two (2) business days prior to the first day of such interest period for a term comparable
thereto; multiplied by (ii) the Statutory Reserve Rate. If for any reason the rate referred to in clause (b)(i) is not available,
for any such interest period, such rate will be (x) a comparable successor or alternative interbank rate for deposits in Dollars
that it, at such time, broadly accepted by the loan market in lieu of the Eurodollar Rate and is reasonably acceptable to the Administrative
Agent in consultation with the Borrower or (y) solely if no such broadly accepted comparable successor interbank rate exists at
such time, a successor or alternative index rate as the Agent may reasonably determine in light of prevailing market practices
and is reasonably acceptable to the Borrower; provided that, to the extent a successor or alternative index rate cannot be agreed
upon in accordance with clause (x) or (y) above within five (5) Business Days after the Eurodollar Rate becomes unavailable, all
Loans hereunder will be deemed to be ABR Loans (and shall bear interest accordingly) for purposes of the definition of “Applicable
Margin” and Section 2.10, until such time as an alternative rate can be agreed upon in accordance with clause (x) or (y).”


 






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“‘Net
Proceeds’ shall mean (a) in respect of a Disposition or Casualty Event, cash proceeds as and when received by the
Person making a Disposition, as well as insurance proceeds and condemnation and similar awards received on account of a Casualty
Event, net of: (i) in the event of a Disposition (w) the direct costs relating to such Disposition, (x) sales, use or other transaction
Taxes actually paid, assessed or estimated by such Person (in good faith) to be payable in cash within the next 12 months in connection
with such proceeds provided, that if, after the expiration of the twelve-month period, the amount of estimated or assessed
Taxes, if any, exceeded the Taxes actually paid in cash in respect of proceeds from such Disposition, the aggregate amount of such
excess shall constitute Net Proceeds under Section 5.02 and, subject to Section 5.02(k), be immediately applied to
the prepayment of the Obligations in accordance with Section 5.02(f), (y) amounts required to be applied to pay principal,
interest and prepayment premiums and penalties on Indebtedness (other than the Obligations) secured by a Lien on the asset which
is the subject of such Disposition and (z) with respect to a Disposition, any escrow or reserve for any indemnification payments
(fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of
the applicable Disposition undertaken by any Credit Party or other liabilities in connection with such Disposition (provided that
upon release of any such escrow or reserve, the amount released shall be considered Net Proceeds) and (ii) in the event of a Casualty
Event, (x) all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other
payments, and (y) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments
and (b) in respect of any incurrence of Indebtedness, cash proceeds, net of underwriting discounts and out-of-pocket costs and
expenses paid or incurred in connection therewith in favor of any Person not an Affiliate of a Borrower. in respect of any incurrence
of Indebtedness, cash proceeds, net of underwriting discounts and reasonable out-of-pocket costs and expenses paid or incurred
in connection therewith in favor of any Person not an Affiliate of a Borrower.”


 


“‘Net
Revenue’ means, for any period, (a) Credit Parties’ gross revenues during such period, less (b)(i) trade, quantity
and cash discounts allowed by a Credit Party, (ii) discounts, refunds, rebates, charge backs, retroactive price adjustments and
any other allowances which effectively reduce net selling price, (iii) product returns and allowances, (iv) allowances for shipping
or other distribution expenses, (v) set-offs and counterclaims, and (vi) any other similar and customary deductions used by a Credit
Party in determining net revenues, all, in respect of (a) and (b), as determined in accordance with GAAP and in the ordinary course
of business (and not, for the avoidance of doubt, revenues from extraordinary, non-recurring or unusual events).”


 


“‘PIK
Termination Date’ shall mean the earlier to occur of (i) the date upon which Borrower has provided financial statements
to the Administrative Agent in compliance with Section 8.01 demonstrating twelve-months of revenue of at least $125,000,000 and
(ii) (a) the second anniversary of the Closing Date or (b) solely to the extent the PIK Extension Event has occurred, the third
anniversary of the Closing Date.”


 


1.02       Section
2.08(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(f)On
each of the ABR Interest Payment Date or Eurodollar Interest Payment Date, as applicable, Borrower shall pay all accrued and unpaid
interest on the Term Loans by, at Borrower’s option (upon advanced written notice to Administrative Agent, in form and substance
as addressed below, and as permitted under the First Lien Loan Documents), either (x) paying all such accrued interest in cash
or (y) (i) until the PIK Termination Date, paying all such accrued interest by increasing the then aggregate outstanding principal
amount of the applicable Term Loans by the amount of such accrued and unpaid interest on such Term Loans and (ii) after the PIK
Termination Date paying all such accrued interest except the PIK Amount (as defined below) in cash and paying the PIK Amount by
increasing the then aggregate outstanding principal amount of the Term Loans by the PIK Amount (any such amount that is added to
the outstanding principal amount of the Term Loans pursuant to subclauses (i) or (ii) under this clause (y), “PIK Interest”).
Notwithstanding the foregoing, in the event the PIK Termination Date is determined in accordance with clause (ii)(a) of the definition
thereof, and one, but not, both of the conditions set forth in the definition of PIK Extension Event has occurred on or prior to
the second anniversary of the Closing Date, then, solely to the extent both conditions set forth in the definition PIK Extension
Event occur prior to the third anniversary of the Closing Date, Borrower may elect to pay all such accrued interest by increasing
the then aggregate outstanding principal amount of the applicable Term Loans by the amount of such accrued and unpaid interest
on such Term Loans from the date immediately following the PIK Extension Event until the third anniversary of the Closing Date.
 “PIK Amount” shall mean a portion of the interest accruing on the outstanding principal amount of the
Term Loans at a rate of up to 4.25% per annum. On or prior to the first interest payment date after the (i) Closing Date and (ii)
the PIK Termination Date, the Borrower shall deliver a written notice, which such notice may be in the form of electronic mail
(the “PIK Notice”), to the Administrative Agent specifying whether the Borrower will elect to pay PIK
Interest by increasing the then aggregate outstanding principal amount of the Loans in accordance with clause (y) above. On each
subsequent interest payment date, unless a new PIK Notice has been delivered to the Administrative Agent on or prior to such interest
payment date, the Borrower is deemed to have made the election set forth in the most recently delivered PIK Notice. All accrued,
but unpaid Interest shall be payable in cash on the Maturity Date.


 






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1.03       Section
5.02(a)-(b) and (f) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(a)       Concurrently
with the receipt by any Credit Party of any proceeds from any Disposition pursuant to Section 9.04(k), the Borrower shall (i) (x)
subject to compliance with Section 8.17 of the First Lien Credit Agreement, be permitted to retain such
Net Proceeds and/or (y) apply Net Proceeds to First Lien Indebtedness as a mandatory prepayment under Section 5.02(b) of the First
Lien Credit Agreement,  in each case of clause (x) and (y), until the Credit Parties have a maximum amount of Liquidity equal
to $10,000,000 and (ii) thereafter, apply the remaining Net Proceeds to prepay the Loans in an amount equal to one hundred percent
(100%) of the Net Proceeds from such Disposition, to be applied as set forth in Section 5.02(f). Nothing in this Section 5.02(a)
shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms
of this Agreement.”


 


“(b)       Concurrently
with the receipt by any Credit Party of any Net Proceeds from any Casualty Event, the Borrower shall prepay the Loans in an amount
equal to one hundred percent (100%) of such Net Proceeds, to be applied as set forth in Section 5.02(f).”


 


“(f)       Subject
to Section 5.02(i), amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section
5.02, other than under subsection (l) of this Section, shall be applied, first, to the prepayment of the Term Loans,
together with any accrued and unpaid interest thereon, until such Term Loans are repaid in full and, second, to the prepayment
of any other outstanding Obligations. Each prepayment of the Loans under this Section 5.02, other than under subsection (l) of
this Section, shall be accompanied by accrued interest to the date of such prepayment on the principal amount prepaid and the Prepayment
Premium or Make-Whole Premium, as applicable; notwithstanding the foregoing, from the Amendment No. 4 Closing Date until on or
before December 13, 2020, each prepayment of the Loans made pursuant to Section 5.02(a) shall not be subject to the Make-Whole
Premium, but shall instead be subject a prepayment fee of 2.00% on the principal amount prepaid.”


 


1.04       Section
8.01(a) and (c) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(a)Monthly
Financial Statements. As soon as available and in any event within thirty (30) days after the end of each month, (i) (x) unaudited
consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such month, and (y) unaudited consolidated statements
of income and cash flow of the Borrower and its Subsidiaries as of the end of such month and for the portion of the fiscal year
then ended, in each case, including in comparative form the figures for the corresponding month in the preceding fiscal year of
Borrower, and year-to-date portion of, the immediately preceding fiscal year of Borrower, (ii) a schedule of Consolidated Adjusted
EBITDA for the year-to-date portion of such fiscal year ending concurrently with such month, including, in comparative form Consolidated
Adjusted EBITDA for the same year-to-date period in the immediately preceding fiscal year and (iii) a monthly Liquidity forecast
in a form reasonably acceptable to Administrative Agent, together with a certification from an Authorized Officer of Borrower,
that Borrower is in compliance with the minimum Liquidity requirement set forth in Section 9.13(d) in a form reasonably acceptable
to Administrative Agent.”


 


“(c)Annual
Financial Statements. As soon as available and in any event within one hundred twenty (120) days after the end of the fiscal
year of Borrower ending December 31, 2019 and within ninety (90) days after the end of each fiscal year of Borrower thereafter,
(i) copies of the consolidated balance sheets of the Borrower and its Subsidiaries, and the related consolidated and consolidating
statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form
the figures for the immediately preceding fiscal year, such consolidated statements to be audited and certified accompanied by
a report and unqualified opinion of Deloitte or another independent firm of certified public accountants of nationally recognized
standing reasonably acceptable to the Administrative Agent (which report and opinion shall (x) state that such financial statements
present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years and (y) not be subject to any “going concern” exception (except with respect to the opinion
delivered in connection with the fiscal year ending December 31, 2019) or any qualifications or exception as to the scope of the
audit), together with a management discussion and analysis (with reasonable detail and specificity) of the results of operations
for the fiscal periods reported and (ii) a schedule of Consolidated Adjusted EBITDA for such fiscal year, including, in comparative
form for the same year to date period in the immediately preceding fiscal year.”


 


1.05       Section
8.01 of the Credit Agreement is hereby amended by inserting a new clause (q) as follows:


 


“(q)Cash
Flow Forecast. Commencing in the week of April 6, 2020, on or prior to the close of business on the Wednesday of such week
and each week thereafter, the Borrower shall deliver to the Administrative Agent a thirteen-week cash flow forecast detailing cash
receipts and cash disbursements as of the end of the prior week, and, commencing with the second such forecast, a variance analysis
against the immediately preceding forecast, all in reasonable detail and duly certified by an Authorized Officer of the Borrower
as having been prepared in good faith based on assumptions believed to be fair and reasonable in light of the conditions existing
at the time of delivery of such forecast.”


 






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1.06       Section
8 of the Credit Agreement is hereby amended by inserting a new Section 8.16 as follows:


 


“SECTION
8.16Board Observation.


 


(d)              
Meetings. Until such time as all Obligations incurred hereunder are paid in full in
accordance with the terms of this Agreement, Ares shall be entitled to have one of its employees (the “Ares Designee”)
present (whether in person or by telephone) at all physical and telephonic meetings of the Board of Directors. The Ares Designee
shall not be entitled to vote at such meetings. Ares may be excluded from certain confidential “closed sessions” of
the Board of Directors would jeopardize the attorney client privilege, confidentiality provisions binding the Borrower or any other
Credit Party or if information is being discussed at such meeting relates to any of the Borrower’s or its Subsidiaries’
strategy, negotiating positions or similar matters relating to any of the Lenders or directly relating to any refinancing or replacement
of the Obligations.


 


(e)              
Notices and other Information. The Borrower shall send to Ares at the same time such materials distributed by or
to the members of any Board of Directors, all of the notices, information and other materials that are distributed to the members
of the Board of Directors, including, without limitation, copies of the minutes of all meetings of the Board of Directors and all
notices, information and other materials that are distributed by or to the members of the Board of Directors with respect to the
meetings of the Board of Directors, but excluding any notices, information or other materials distributed by or to members of the
Board of Directors, if the Board of Directors determines that receipt of such materials by Ares would jeopardize the attorney client
privilege, confidentiality provisions binding the Borrower or any other Credit Party or if information is being discussed at such
meeting or disclosed in such materials relating to any of the Borrower’s or its Subsidiaries’ strategy, negotiating
positions or similar matters relating to any of the Lenders or directly relating to any refinancing or replacement of the Obligations.
Any material provided to stockholders of the Borrower in connection with any meetings of stockholders shall also be provided to
Ares. Upon the request of Ares, Borrower shall refrain from sending such notices, information and other materials to Ares for so
long as Ares, shall request.


 


(f)               
Consent in lieu of Meetings. If the Borrower proposes to take any action by written consent in lieu of a meeting
of the Board of Directors, the Borrower, shall give notice thereof to Ares at the same time and in the same manner as notice is
given to the members of the Board of Directors.


 


(g)              
Expenses. Promptly upon receipt of a written demand (including documentation supporting such demand) from Ares, the
Borrower shall reimburse Ares for the reasonable documented out-of-pocket expenses of the Ares Designee incurred in connection
with the attendance at such meetings of the Board of Directors of the Borrower on a basis consistent with its reimbursement policies
for its Board of Directors.”


 






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1.07       Section
9.02 of the Credit Agreement is hereby amended by including the following at the end thereof:


 


“Notwithstanding
anything to the contrary contained in this Section 9.02, commencing on the Amendment No. 4 Effective Date, the Credit Parties and
each its Subsidiaries shall not in any event license in any manner any assets (including intellectual property) without the prior
written consent of the Required Lenders.”


 


1.08       Section
9.04(k) of the Credit Agreement is hereby amended by and restated in its entirety as follows:


 


“(k)
is a Disposition of (i) all or substantially all of the Canadian business of the Company and its Subsidiaries or the Equity Interests
in Teligent Canada so long as (x) the purchase price therefor is not less than an amount separately agreed by the Company and Administrative
Agent and (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith shall be cash
or Cash Equivalents paid contemporaneously with such Disposition or (ii) at the time of such Disposition, (x) no Event of Default
has occurred and is continuing, (y) not less than at least seventy-five percent (75%) of the consideration paid in connection therewith
shall be cash or Cash Equivalents paid contemporaneously with such Disposition and (z) the aggregate fair market value of all assets
so sold shall not exceed $2,500,000 in the aggregate; or”


 


1.09       Section
9.04 of the Credit Agreement is hereby amended by including the following at the end thereof:


 


“Notwithstanding
anything to the contrary contained in this Section 9.04, commencing on the Amendment No. 4 Effective Date, the Credit Parties and
each its Subsidiaries shall not utilize clauses (k)(ii) and shall not in any event license in any manner any assets (including
intellectual property) without the prior written consent of the Required Lenders.”


 


1.10       Section
9.13(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(a)Minimum
Net Revenue. The Net Revenue of the Credit Parties on a consolidated basis to be less than the corresponding amount set forth
in the Net Revenue Level column for the corresponding Test Period as set forth in the below chart:


 


	Test Period	Net Revenue Level
	4 quarters ending March 31, 2020	$59,000,000
	4 quarters ending June 30, 2020	$55,000,000
	4 quarters ending September 30, 2020	$54,000,000
	4 quarters ending December 31, 2020	$57,000,000


 






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1.10       Section
9.13(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(b) Consolidated
Adjusted EBITDA. The Consolidated Adjusted EBITDA, as of the last day of each Test Period set forth below, to be less than
the amount set forth below opposite such measurement date:


 


	Test Period	Consolidated Adjusted EBITDA
	4 quarters ending March 31, 2021	$10,000,000
	4 quarters ending June 30, 2021	$10,000,000
	4 quarters ending September 30, 2021	$10,500,000
	4 quarters ending December 31, 2021	$10,500,000
	4 quarters ending March 31, 2022	$10,500,000
	4 quarters ending June 30, 2022	$11,000,000
	4 quarters ending September 30, 2022	$13,000,000
	4 quarters ending December 31, 2022	$14,500,000


 


1.11       
Section 9.13(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(c) Minimum
Liquidity. The Liquidity of the Credit Parties on a consolidated basis to be less than $4,000,000 at any time.”


 


1.12       Section
10.01(c) of the Credit Agreement is hereby amended by amending and restating clause (i) in its entirety as follows:


 


“(c)       Non-Performance
of Certain Covenants and Obligations. Any Credit Party shall default in the due performance or observance of any of its obligations
under (i) Section 8.01(a) – (d), Section 8.01(e)(i)-(iii), Section 8.01(g), 8.01 (q), Section 8.02 (other than to the limited
extent such Section requires books and records to be kept in accordance with GAAP which shall instead be subject to Section 10.01(d)),
Section 8.03, Section 8.05(a), Section 8.10, Section 8.11(b), Section 8.11(c), Section 8.12, 8.16, Article IX or the Fee Letter
(other than any payment obligations under the Fee Letter which shall instead be subject to Section 10.01(a)(iii)) or (ii) Section
8.01(e)(iv), Section 8.01(f), Section 8.01(h), Section 8.01(o) and such default shall continue unremedied for a period of five
(5) Business Days after the earlier of (x) any officer of any Credit Party shall first have knowledge thereof or (y) any Credit
Party receives written notice from the Administrative Agent or the Required Lenders in respect thereof.”


 






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1.13       Section
12.06(b) of the Credit Agreement is hereby amended by amending and restating clause (i) in its entirety as follows:


 


“(i)       Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than to a Defaulting
Lender or to the Borrower or to any of the Borrower’s Affiliates or Subsidiaries) (each, an “Eligible Assignee”)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans
at the time owing to it) with the prior written consent (which consent in each case shall not be unreasonably withheld or delayed)
of the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund, and provided further, that no consent of the Borrower shall be required for any assignment
hereunder.”


 


Section
2. Representations and Warranties. Each Credit Party, jointly and severally, hereby represents and warrants to the Lenders
and the Administrative Agent as follows, which representations and warranties are continuing and shall survive the execution and
delivery hereof:


 


2.01
        No Default. At and as of the date of this Amendment and both prior to and after
giving effect to this Amendment, no Default or Event of Default is continuing.


 


2.02       Representations
and Warranties True and Correct. At and as of the date of this Amendment and both prior to and after giving effect to this
Amendment, each of the representations and warranties contained in the Credit Agreement and other Credit Documents is true and
correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties are true and correct in all material respects as of such earlier date).


 


2.03       Corporate
Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute and deliver
this Amendment and carry out the terms and provisions of this Amendment and the Amended Credit Agreement and has taken all necessary
corporate or other organizational action to authorize the execution, delivery and performance of this Amendment and the performance
of the Amended Credit Agreement. Each Credit Party has duly executed and delivered this Amendment, and this Amendment and the Amended
Credit Agreement constitute the valid and binding agreements of such Credit Party enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating
to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity
or law).


 


2.04       No
Violation. The execution, delivery and performance by any Credit Party of this Amendment and the performance of the Amended
Credit Agreement, and compliance with the terms and provisions thereof, will not (i) contravene any applicable provision of any
material Applicable Law of any Governmental Authority, (ii) result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose)
any Lien upon any of the property or assets of any Credit Party (other than Permitted Liens and Liens created under the Credit
Documents) pursuant to (A) the terms of any material indenture, loan agreement, lease agreement, mortgage or deed of trust, or
(B) any other Material Contracts Obligation, in the case of either clause (ii)(A) or (ii)(B), to which any Credit Party is a party
or by which it or any of its property or assets is bound, or (iii) violate any provision of the Organization Documents of any Credit
Party, except with respect to any conflict, breach or contravention or default (but not creation of Liens) referred to in clause
(ii), to the extent that such conflict, breach, contravention or default could not reasonably be expected to have a Material Adverse
Effect.


 






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Section
3. Conditions. This Amendment shall not become effective until each of the following conditions is satisfied (or waived
by the Required Lenders):


 


3.01The
Administrative Agent shall have received counterparts of this Amendment duly executed by each Credit Party signatory hereto and
each other relevant party to this Amendment;


 


3.02The
representations and warranties contained in Section 2 hereof shall be true and correct in all material respects on and as
of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to
an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as
of such earlier date);


 


3.03Liquidity
shall not be less than $4,000,000;


 


 


3.04       The
Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, the Warrants executed
by Borrower and each other relevant party thereto. The Administrative Agent shall have received a certificate for each Credit Party,
dated as of the date hereof, duly executed and delivered by such Credit Party’s General Counsel, other duly authorized officer,
managing member or general partner, as applicable, as to:


 


(i)                
resolutions of each such Person’s board of managers/directors (or other managing body,
in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the
extent relevant, all aspects of the Amendment and Warrants applicable to such Person and the execution, delivery and performance
of the Amendment and Warrants, in each case, to be executed by such Person;


 


(ii)             
the incumbency and signatures of its Authorized Officers and any other of its officers, managing
member or general partner, as applicable, authorized to act with respect to the Amendment and Warrants to be executed by such Person;


 


(iii)           
each such Person’s Organization Documents, as amended, modified or supplemented as of
the date hereof, with the certificate or articles of incorporation or formation certified by the appropriate officer or official
body of the jurisdiction of organization of such Person;


 


(iv)            
certificates of good standing with respect to each Credit Party, each dated within a recent
date prior to the date hereof, such certificates to be issued by the appropriate officer or official body of the jurisdiction of
organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction,
and (B) certificates of good standing with respect to each Credit Party, each dated within a recent date prior to the date hereof,
such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business
as a foreign entity and conducts material business operations, which certificates shall indicate that such Credit Party is in good
standing in such jurisdictions, which certificates shall provide that each Secured Party may conclusively rely thereon until it
shall have received a further certificate of a General Counsel, other duly authorized officer, managing member or general partner,
as applicable, of any such Person canceling or amending the prior certificate of such Person as provided in Section 8.01(k) of
the Credit Agreement.


 






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3.05The
Administrative Agent shall have received, for its own account, the fees, costs and expenses due and payable to it pursuant to Section
5.01 hereof and Section 12.05 of the Amended Credit Agreement (including the reasonable fees, disbursements and other
charges of counsel) for which invoices have been presented prior to the date hereof; and





3.06The
Administrative Agent shall have received counterparts of the Amendment No. 2 to First Lien Credit Agreement duly executed by each
Credit Party signatory thereto and each other relevant party thereto.


 


Section
4.Post-Closing Covenant. On or before June 1, 2020, the Borrower shall cause the number of authorized shares
of Common Stock (as defined in the Warrant) to be an amount that is sufficient to cover the maximum number of shares of Common
Stock issuable upon the exercise of the Warrant. Thereafter, the Borrower shall at all times reserve and keep available out of
its authorized but unissued Common Stock or treasury shares, solely for the purpose of issuance upon the exercise of the Warrant,
the maximum number of shares of Common Stock issuable upon the exercise of the Warrant.. A breach of this covenant shall be an
immediate Event of Default.


 


Section
5.Miscellaneous. 




 


5.01Fees
and Expenses. The Borrower agrees and acknowledges that all reasonable and documented out-of-pocket costs and expenses incurred
by the Administrative Agent in connection with this Amendment, including the reasonable fees, disbursements and other charges of
one counsel, shall be paid by the Credit Parties to the Administrative Agent.


 


5.02No
Waiver or Modification. Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition
contained in the Credit Agreement or any other Credit Document or constitute a course of conduct or dealing among the parties.
The Administrative Agent and Lenders reserve all rights, privileges and remedies under the Credit Documents. Except as expressly
amended hereby, the Credit Agreement and other Credit Documents remain unmodified and in full force and effect in accordance with
their respective terms and are hereby ratified and confirmed in all respects.


 


5.03Credit
Document. This Amendment shall constitute a Credit Document under and as defined in the Amended Credit Agreement. All references
in the Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby.


 


5.04Governing
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING
OUT OF OR RELATING TO THIS AMENDMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 






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5.05Counterparts.
This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic format (i.e.,
 “pdf” or “tif”) by electronic transmission shall be effective as delivery of a manually executed counterpart
of this Amendment.


 


5.06Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not affect the interpretation
of this Amendment.


 


5.07Binding
Effect; Assignment. This Amendment shall be binding upon and inure to the benefit of the Borrower, the other Credit Parties,
the Administrative Agent and the Lenders and their respective successors and assigns in accordance with the terms of the Credit
Agreement.


 


5.08Integration.
This Amendment, the Amended Credit Agreement, and the other Credit Documents incorporate all negotiations of the parties hereto
with respect to the subject matter hereof and thereof and are the final expression and agreement of the parties hereto and thereto
with respect to the subject matter hereof and thereof. This Amendment, the Amended Credit Agreement, and the other Credit Documents
represent the agreement of the parties hereto with respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by any party hereto or thereto relative to the subject matter hereof or thereof not
expressly set forth or referred to herein or therein.


 


5.09Reaffirmation.
Each Credit Party as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Credit Party
grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby
(i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Credit Document
to which it is a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests
in any of its property pursuant to any such Credit Document as security for or otherwise guaranteed the Borrower’s Obligations
under or with respect to the Credit Documents, ratifies and reaffirms such guarantee and grant of security interests and liens
and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.


 


5.10Release
of Claims. In consideration of the Lenders’ and Administrative Agent’s agreements contained in this Amendment,
each Credit Party hereby irrevocably releases and forever discharges the Lenders and the Administrative Agent and their respective
affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “Released
Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or
unknown, which such Credit Party ever had or now has against the Administrative Agent, any Lender or any other Released Person
which relates, directly or indirectly, to any acts or omissions prior to the date hereof of the Administrative Agent, any Lender
or any other Released Person relating to the Amended Credit Agreement, any other Credit Document or the Warrants.


 


[Remainder of the page intentionally left blank]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 





	BORROWER:	TELIGENT, INC. 
	 	 	 	 
	 	By:	/s/ Damian Finio 
	 	 	Name:	Damian Finio 
	 	 	Title:	Chief Financial Officer  
	 	 	 	 
	GUARANTORS:	IGEN, INC. 
	 	 	 	 
	 	By:	/s/ Damian Finio 
	 	 	Name:	Damian Finio 
	 	 	Title:	Chief Financial Officer  
	 	 	 	 
	 	TELIGENT PHARMA, INC. 
	 	 	 	 
	 	By:	/s/ Damian Finio 
	 	 	Name:	Damian Finio 
	 	 	Title:	Chief Financial Officer  




 




    
[Signature Page to Amendment No. 4 to Second Lien Credit Agreement]



     


    

 





	ADMINISTRATIVE AGENT AND A LENDER:	ARES CAPITAL CORPORATION,
	 	a Maryland corporation
	 	 	 
	 	By:	
        /s/ Scott Lem

	 	 	Name:	Scott Lem
	 	 	Title:	Authorized Signatory




 




    
[Signature Page to Amendment No. 4 to Second Lien Credit Agreement]



     


    

 





	LENDERS:	ACF FINCO I LP,
	 	a Delaware limited partnership
	 	 	 
	 	By:	
        /s/ Oleh Szczupak

	 	 	Name:	Oleh Szczupak 
	 	 	Title:	Authorized Signer 








 


	 	CION ARES DIVERSIFIED CREDIT FUND
	 	 	 
	 	By:	
        /s/ Scott Lem

	 	 	Name:	Scott Lem 
	 	 	Title:	Authorized Signatory 


 





	 	ARES CENTRE STREET PARTNERSHIP, L.P.,
	 	 
	 	By: Ares Centre Street GP, Inc., as general partner
	 	 	 
	 	By:	
        /s/ Scott Lem

	 	 	Name:	Scott Lem
	 	 	Title:	Authorized Signatory


 





	 	ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P.
	 	 	 
	 	By:	
        /s/ Scott Lem

	 	 	Name:	Scott Lem 
	 	 	Title:	Authorized Signatory 










 




    
[Signature Page to Amendment No. 4 to Second Lien Credit Agreement]



     


    

 





	 	ARES COMMERCIAL FINANCE,
	 	 	 
	 	By: Ares Commercial Finance GP LP, its general partner
	 	By: ACF GP LLC, its general partner
	 	 	 
	 	By:	
        /s/ Oleh Szczupak

	 	 	Name:	Oleh Szczupak 
	 	 	Title:	Authorized Signer 




 








    
[Signature Page to Amendment No. 4 to Second Lien Credit Agreement]