Exhibit
10.2


 


Certain
information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the company
if publicly disclosed. [***] indicates the redacted confidential portions of this exhibit.


 


SECOND
LOAN MODIFICATION AGREEMENT


 


This
Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 30, 2020, by and
among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa
Clara, California 95054 (“Bank”) and (b) (i) MISONIX, INC., a Delaware corporation (“Parent”),
(ii) MISONIX OPCO, INC., a New York corporation (“Misonix”), and (iii) SOLSYS MEDICAL, LLC, a
Delaware limited liability company (“Solsys”) (Parent, Misonix and Solsys are hereinafter jointly and severally,
individually and collectively, “Borrower”).


 


1.
DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower
to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of December 26, 2019, evidenced by, among other
documents, a certain Loan and Security Agreement dated as of December 26, 2019, as amended by a certain First Loan Modification
Agreement dated as of January 6, 2020 (as has been and as may be further amended, modified, restated, replaced or supplemented
from time to time the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same
meaning as in the Loan Agreement.


 


2.
DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by, among other property, (a) the Collateral as defined
in the Loan Agreement, (b) the Intellectual Property Collateral as defined in a certain Intellectual Property Security Agreement
dated as of December 26, 2019 between Parent and Bank (as amended, the “Parent Intellectual Property Security Agreement”),
(c) the Intellectual Property Collateral as defined in a certain Intellectual Property Security Agreement dated as of December
26, 2019 between Misonix and Bank (as amended, the “Misonix Intellectual Property Security Agreement”) and (d) the
Intellectual Property Collateral as defined in a certain Intellectual Property Security Agreement dated as of December 26, 2019
between Solsys and Bank (as amended, the “Solsys Intellectual Property Security Agreement”) (together with any other
collateral security granted to Bank, the “Security Documents”). Hereinafter, the Security Documents, together with
all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.


 


3. DESCRIPTION OF CHANGE IN TERMS.





 


	 	A.	Modifications
    to Loan Agreement.


 


	 	1	The
    Loan Agreement shall be amended by deleting the following text, appearing in Section 6.9 thereof:


 


“           (b) Minimum Aggregate Revenue. Have at all times, to be tested as of the last Business Day of each fiscal quarter, Aggregate
Revenue for the following periods of at least:


 


	Period	 	Aggregate
    Revenue
	Trailing
    9-month period ending March 31, 2020	 	[***]
	Trailing
    12-month period ending June 30, 2020	 	[***]
	Trailing
    12-month period ending September 30, 2020	 	[***]
	Trailing
    12-month period ending December 31, 2020	 	[***]
	Trailing
    12-month period ending March 31, 2021	 	[***]
	Trailing
    12-month period ending June 30, 2021	 	[***]
	Trailing
    12-month period ending September 30, 2021 and each 12-month period ending on the last day of each fiscal quarter thereafter	 	[***]


 




    	 



     


    

 


For
purposes of clarification, if Aggregate Revenue is calculated for a period that includes any period prior the consummation of
the transactions contemplated in the Merger Agreement, Aggregate Revenue will include, without duplication, the combined aggregate
of Covenant Net Sales, Covenant Royalties and any other income or revenue recognized by Parent and/or its Subsidiaries, on one
hand, and by Solsys and/or its Subsidiaries, on the other hand, for such period.


 


(c)
Minimum EBITDA. Have at all times when the aggregate Market Capitalization of Parent is less than [***], to be tested as
of the last day of each fiscal quarter, EBITDA, as tested on a consolidated basis with respect to Parent and its Subsidiaries
for the following periods of at least the following:


 


	Period	 	Minimum
    EBITDA
	Trailing
    6-month period ending December 31, 2019	 	[***]
	Trailing
    9-month period ending March 31, 2020	 	[***]
	Trailing
    12-month period ending June 30, 2020	 	[***]
	Trailing
    12-month period ending September 30, 2020	 	[***]
	Trailing
    12-month period ending December 31, 2020	 	[***]
	Trailing
    12-month period ending March 31, 2021	 	[***]
	Trailing
    12-month period ending June 30, 2021 and each 12-month period ending on the last day of each calendar quarter thereafter	 	[***]


 




    	 	2	 



     


    

 


Notwithstanding
the foregoing, any failure of Borrower to satisfy the requirements set forth in this Section 6.9(c) shall not otherwise constitute
an Event of Default so long as Borrower maintains Consolidated Unencumbered Liquid Assets of at least the greater of (i) [***]
or (ii) an amount equal to four hundred percent (400.0%) of the Covenant Operational Burn for the prior Fiscal Quarter at all
times until the Borrower is otherwise in compliance with this Section 6.9(c).”


 


and
inserting in lieu thereof the following:


 


“
           (b) Minimum Aggregate Revenue. Have at all times, to be tested as of the last Business Day of each fiscal quarter, Aggregate
Revenue for the following periods of at least:


 


	Period	 	Aggregate
    Revenue
	Trailing
    9-month period ending March 31, 2020	 	[***]
	Trailing
    12-month period ending June 30, 2020	 	[***]
	Trailing
    12-month period ending September 30, 2020	 	[***]
	Trailing
    12-month period ending December 31, 2020	 	[***]
	Trailing
    12-month period ending March 31, 2021	 	[***]
	Trailing
    12-month period ending June 30, 2021	 	[***]
	Trailing
    12-month period ending September 30, 2021	 	[***]
	Trailing
    12-month period ending December 31, 2021 and each 12-month period ending on the last day of each fiscal quarter thereafter	 	[***]


 


For
purposes of clarification, if Aggregate Revenue is calculated for a period that includes any period prior the consummation of
the transactions contemplated in the Merger Agreement, Aggregate Revenue will include, without duplication, the combined aggregate
of Covenant Net Sales, Covenant Royalties and any other income or revenue recognized by Parent and/or its Subsidiaries, on one
hand, and by Solsys and/or its Subsidiaries, on the other hand, for such period.


 




    	 	3	 



     


    

 





(c)
Minimum EBITDA. Have at all times when the aggregate Market Capitalization of Parent is less than [***], to be tested as
of the last day of each fiscal quarter, EBITDA, as tested on a consolidated basis with respect to Parent and its Subsidiaries
for the following periods of at least the following:


 


	Period	 	Minimum
    EBITDA
	Trailing
    6-month period ending December 31, 2019	 	[***]
	Trailing
    9-month period ending March 31, 2020	 	[***]
	Trailing
    12-month period ending June 30, 2020	 	[***]
	Trailing
    12-month period ending September 30, 2020	 	[***]
	Trailing
    12-month period ending December 31, 2020	 	[***]
	Trailing
    12-month period ending March 31, 2021	 	[***]
	Trailing
    12-month period ending June 30, 2021 and each 12-month period ending on the last day of each calendar quarter thereafter	 	[***]


 


Notwithstanding
the foregoing, any failure of Borrower to satisfy the requirements set forth in this Section 6.9(c) shall not otherwise constitute
an Event of Default so long as Borrower maintains Consolidated Unencumbered Liquid Assets of at least the greater of (i) [***]
or (ii) an amount equal to four hundred percent (400.0%) of the Covenant Operational Burn for the prior Fiscal Quarter at all
times until the Borrower is otherwise in compliance with this Section 6.9(c).”


 


	 	2	The
    Loan Agreement shall be amended by deleting the following definition, appearing in Section 13.1 thereof:


 


“
“Market Capitalization” means, with respect to Parent, the volume weighted average closing price per share
of Parent’s publicly traded common stock as of the end of the five trading days immediately prior to such date of determination
(as quoted by Bloomberg L.P. or, if such quote is not available, such other customary inter-dealer quotation system reasonably
acceptable to Bank) multiplied by (b) the number of outstanding shares of Parent’s publicly traded common stock publicly
disclosed in its most recent SEC filing as outstanding as of such date of determination.”


 




    	 	4	 



     


    

 


and
inserting in lieu thereof the following:


 


“
“Market Capitalization” means, with respect to Parent, the volume weighted average closing price per share
of Parent’s publicly traded common stock as of the end of the ten (10) trading days immediately prior to such date of determination
(as quoted by Bloomberg L.P. or, if such quote is not available, such other customary inter-dealer quotation system reasonably
acceptable to Bank) multiplied by (b) the number of outstanding shares of Parent’s publicly traded common stock publicly
disclosed in its most recent SEC filing as outstanding as of such date of determination.”


 


	 	3	The
    Compliance Certificate appearing as Exhibit B to the Loan Agreement is hereby replaced with the Compliance Certificate
    attached as Schedule 1 hereto.


 


4.
FEES AND EXPENSES. Borrower shall pay to Bank a modification fee equal to Thirteen Thousand Five Hundred Dollars ($13,500.00),
which fee shall be fully earned, due and payable as of the date hereof. Borrower shall also reimburse Bank for all legal fees
and expenses incurred in connection with this amendment to the Existing Loan Documents.


 


5. RATIFICATION OF PERFECTION CERTIFICATES.



 


	 	A.	Parent
    hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate
    of Parent dated as of December 26, 2019, and acknowledges, confirms and agrees the disclosures and information Parent provided
    to Bank in such Perfection Certificate have not changed, as of the date hereof.
	 	 	 
	 	B.	Misonix
    hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate
    of Misonix dated as of December 26, 2019, and acknowledges, confirms and agrees the disclosures and information Misonix provided
    to Bank in such Perfection Certificate have not changed, as of the date hereof.
	 	 	 
	 	C.	Solsys
    hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate
    of Solsys dated as of December 26, 2019, and acknowledges, confirms and agrees the disclosures and information Solsys provided
    to Bank in such Perfection Certificate have not changed, as of the date hereof.


 


6. RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENTS.



 


	 	A.	Parent
    hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Parent Intellectual Property Security
    Agreement, and acknowledges, confirms and agrees that the Parent Intellectual Property Security Agreement contains an accurate
    and complete listing of all Intellectual Property Collateral as defined in said Parent Intellectual Property Security Agreement,
    and shall remain in full force and effect.
	 	 	 
	 	B.	Misonix
    hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Misonix Intellectual Property Security
    Agreement, and acknowledges, confirms and agrees that the Misonix Intellectual Property Security Agreement contains an accurate
    and complete listing of all Intellectual Property Collateral as defined in said Misonix Intellectual Property Security Agreement,
    and shall remain in full force and effect.
	 	 	 
	 	C.	Solsys
    hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Solsys Intellectual Property Security
    Agreement, and acknowledges, confirms and agrees that the Solsys Intellectual Property Security Agreement contains an accurate
    and complete listing of all Intellectual Property Collateral as defined in said Solsys Intellectual Property Security Agreement,
    and shall remain in full force and effect.


 




    	 	5	 



     


    

 


7.
CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described
above.


 


8.
RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security
or other collateral granted to Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.


 


9. Intentionally omitted.



 


10.
CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s
representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant
to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s
agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank
to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction
of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.


 


11.
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower
and Bank.


 


[The
remainder of this page is intentionally left blank]


 







    	 	6	 



     


    

 





This
Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date
first written above.


 


	BORROWER:	 
	 	 	 
	MISONIX,
    INC.	 
	 	 	 
	By	/s/ Joseph P. Dwyer	 
	Name:	Joseph P. Dwyer	 
	Title:	Chief Financial Officer	 
	 	 	 
	MISONIX
    OPCO, INC.	 
	 	 	 
	By	/s/ Joseph P. Dwyer	 
	Name:	Joseph P. Dwyer	 
	Title:	Chief Financial Officer	 
	 	 	 
	SOLSYS
    MEDICAL, LLC	 
	 	 	 
	By:	Misonix,
    Inc.	 
	Its:	Sole
    member	 
	 	 	 
	By	/s/ Joseph P. Dwyer	 
	Name:	Joseph P. Dwyer	 
	Title:	Chief Financial Officer	 
	 	 	 
	BANK:	 
	 	 	 
	SILICON
    VALLEY BANK	 
	 	 	 
	By	/s/ Sam Subilia	 
	Name:	Sam Subilia	 
	Title:	Director