FIRST AMENDMENT
to

AMENDED AND RESTATED Loan and security agreement


 


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into
this 19th day of May, 2014, but effective as of May 10, 2014, by and between SILICON VALLEY BANK, a California corporation (“Bank”),
and ENCISION INC., a Colorado corporation (“Borrower”).


 


Recitals


 


A.Bank and Borrower
have entered into that certain Amended and Restated Loan and Security Agreement dated as of May 10, 2012 (as the same may from
time to time be amended, modified, supplemented or restated, the “Loan Agreement”).


 


B.Bank has extended
credit to Borrower for the purposes permitted in the Loan Agreement.


 


C.Borrower is currently
in default of Section 6.9(a) of the Loan Agreement for failing to comply with the Tangible Net Worth financial covenant for the
month ending March 31, 2014 (the “Existing Event of Default”).


 


D.Borrower has
requested that Bank amend the Loan Agreement to (i) extend the Revolving Line Maturity Date, (ii) revise the Tangible
Net Worth financial covenant, (iii) waive the Existing Event of Default, and (iv) make certain other revisions to the Loan
Agreement as more fully set forth herein.


 


E.Although Bank
is under no obligation to do so, Bank is willing to (i) extend the Revolving Line Maturity Date, (ii) revise the Tangible Net Worth
financial covenant, (iii) waive the Existing Event of Default, and (iv) make certain other revisions to the Loan Agreement, all
on the terms and conditions set forth in this Amendment, so long as Borrower complies with the terms, covenants and conditions
set forth in this Amendment in a timely manner.


 


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, including its preamble and recitals, shall have the meanings given to
them in the Loan Agreement.


 


2.Amendments
to Loan Agreement.


 


2.1Section 6.9
(Financial Covenants). Section 6.9(a) of the Loan Agreement is hereby amended by deleting it in its entirety and replacing
it with the following:


 






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(a)Tangible
Net Worth. Commencing with the month ending April 30, 2014, a Tangible Net Worth of at least Three Million Three Hundred Thousand
Dollars ($3,300,000), which amount shall be increased by the sum of (i) fifty percent (50%) of Borrower’s quarterly Net Income
(without reduction for any losses) for such quarter, plus (ii) fifty percent (50%) of the Net Proceeds received by Borrower from
any bona-fide issuances of new equity during such quarter, plus (iii) fifty percent (50%) of the Net Proceeds received by Borrower
from any Subordinated Debt incurred by Borrower during such quarter.


 


2.2Section 13
(Definitions).


 


(a)The following
terms and their respective definitions set forth in Section 13.1 of the Loan Agreement are hereby amended by deleting them
in their entirety and replacing them with the following:


 


“Revolving
Line Maturity Date” is May 31, 2015.


 


“Streamline
Eligible” shall mean at all times that Borrower’s Net Cash for the immediately preceding month is at least One
Dollar ($1.00), as determined by Bank, in its sole discretion (the “Streamline Threshold”); provided, however,
Borrower shall not be Streamline Eligible during the continuance of an Event of Default. At any time that Borrower’s Net
Cash is less than the Streamline Threshold, Borrower will not be Streamline Eligible until such time as Bank confirms that (a)
Borrower’s Net Cash is equal to or greater than the Streamline Threshold as of such date and (b) Borrower’s Net Cash
is equal to or greater than the Streamline Threshold at all times during the immediately preceding three (3) monthly reporting
periods as reported in each monthly Compliance Certificate as of the first (1st) day of the first (1st) month following Bank’s
receipt of such monthly Compliance Certificate.


 


(b)The following
term and its definition are hereby added in alphabetical order to Section 13.1 of the Loan Agreement as follows:


 


“Net
Cash” is the sum of all of Borrower’s unrestricted cash and Cash Equivalents held at or through Bank and Bank’s
Affiliates less outstanding Obligations.


 


(c)The defined term
“Quick Ratio” set forth in Section 13.1 of the Loan Agreement and all references thereto in the Loan Agreement
are hereby deleted in their entirety.


 


2.3Compliance
Certificate. From and after the date hereof, Exhibit B of the Loan Agreement is replaced in its entirety with Exhibit
B attached hereto and all references in the Loan Agreement to the Compliance Certificate shall be deemed to refer to Exhibit
B attached hereto.


 


3.Waiver
of the Existing Event of Default. Borrower acknowledges and agrees that unless the Existing Event of Default is waived by Bank,
the Existing Event of Default would constitute an Event of Default under the Loan Documents. Bank hereby waives the Existing Event
of Default. Bank’s agreement to waive the Existing Event of Default shall in no way obligate Bank to make any other modifications
to the Loan Agreement or to waive Borrower’s compliance with any other terms of the Loan Documents, and shall not limit or
impair Bank’s right to demand strict performance of all other terms and covenants as of any date. The waiver set forth above
shall not be deemed or otherwise construed to constitute a waiver of any other provisions of the Loan Agreement in connection with
any other transaction.


 






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4.Limitation
of Waiver and Amendments.


 


4.1The amendments
set forth in Section 2 and the waiver set forth in Section 3, above, are effective for the purposes set forth herein and shall
be limited precisely as written and shall not be deemed to \l3i) be a consent to any amendment, waiver or modification of
any other term or condition of any Loan Document, or \l3ii) otherwise prejudice any right or remedy which Bank may now have
or may have in the future under or in connection with any Loan Document.


 


4.2This 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.


 


4.3In addition
to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the terms of any covenant
or agreement contained herein shall constitute an Event of Default and shall entitle the Bank to exercise all rights and remedies
provided to the Bank under the terms of any of the other Loan Documents as a result of the occurrence of the same.


 


5.Representations
and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:


 


5.1Immediately
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 and correct as of such date), and (b) no Event of Default has occurred and is
continuing, except for the Existing Event of Default;


 


5.2Borrower
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;


 


5.3The organizational
documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented
or restated and are and continue to be in full force and effect;


 


5.4The 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;


 


5.5The 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 \l3iii) any law or regulation binding on or affecting Borrower, \l3iv) any
contractual restriction with a Person binding on Borrower, \l3v) any order, judgment or decree of any court or other governmental
or public body or authority, or subdivision thereof, binding on Borrower, or \l3vi) the organizational documents of Borrower;


 






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5.6The 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 order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except
as already has been obtained or made; and


 


5.7This 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.


 


6.Integration.
This Amendment and the Loan Documents represent the entire agreement about 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.


 


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 as of May 10, 2014 upon \l3vii) the due execution and delivery to Bank of
this Amendment by each party hereto, \l3viii)Borrower’s payment of a fully earned, non-refundable amendment fee in an amount
equal to Ten Thousand Dollars ($10,000), and \l3ix) payment of Bank’s legal fees and expenses in connection with the
negotiation and preparation of this Amendment.


 






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[Signature page follows.]


 


In
Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first
written above.


 





	BORROWER:	 	 	 
	 	 	 	 
	ENCISION INC.	 	 	 
	 	 	 	 	 	 
	By:	/s/ Gregory
    J. Trudel	 	 	 	 
	 	Name: Gregory
    J. Trudel	 	 	 	 
	 	Title: Presidentand
    CEO	 	 	 	 


 





	BANK:	 	 	 
	 	 	 	 
	SILICON VALLEY BANK	 	 	 
	 	 	 	 	 	 
	By:	/s/ Daniel
    Harrison	 	 	 	 
	 	Name: Daniel
    Harrison	 	 	 	 
	 	Title:
     Vice President	 	 	 	 


 


 





[Signature Page to First Amendment to Amended
and Restated Loan and Security Agreement]