AmplifyBio - DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• AmplifyBio, LLC and ADOC SSF, LLC, as Borrowers
• The borrowers are jointly and severally liable for all DIP obligations.

Agent / Lender(s)

• Battelle Memorial Institute, as DIP Lender (also Prepetition Lender)

DIP Commitments

• $2.5 million new money term loan facility.
• The facility is not a revolving credit facility, and amounts repaid may not be reborrowed.
• The debtors are not permitted to draw upon the facility prior to the final hearing, with all parties' rights reserved to object until such time.

Cash Collateral

• The debtors are authorized to use cash collateral, defined to include all cash, cash equivalents, and proceeds of prepetition collateral, in accordance with the approved budget.
• In the event of a conversion to chapter 7, the debtors may use up to $50,000 of cash collateral for the orderly transition of the cases.

Interest Rate

• 10.0% per annum, payable monthly.
• Default Rate Increase: 4.0% (to 14.0% per annum).

Fees

• Fees are as set forth in the DIP credit agreement and are non-refundable.
• The debtors are required to pay all fees, costs, and expenses incurred by the DIP lender in connection with the preparation, administration, or enforcement of the DIP agreement, including attorneys' fees.

Maturity

• The earliest to occur of:
  • Aug. 31, 2025
  • The effective date or substantial consummation of a chapter 11 plan
  • The closing of a sale of all or substantially all of the debtors' assets
  • Conversion of the cases to chapter 7 or dismissal of the cases
  • Acceleration of the loans following an event of default
• The DIP facility also terminates if a final order is not entered within 30 days of the petition date (by June 27, 2025).
• Case milestones include:
  • Within 20 days of the petition date, the debtors must file a motion to approve a sale process for their real property and other prepetition collateral.
  • Within 70 days of the petition date, the debtors must obtain a sale order in form and substance acceptable to the DIP and prepetition lenders.

Carve Out

• Statutory fees payable to the U.S. Trustee.
• Allowed and unpaid professional fees incurred prior to a trigger date, subject to the budget.
• Post-trigger date fees for professionals in an aggregate amount not to exceed $100,000, allocated as follows:
  • $75,000 for the debtors' professionals
  • $25,000 for an official committee's professionals, if appointed

Use of Proceeds

• Fund general operating and working capital purposes
• Pay costs of administering the chapter 11 cases, including professional fees and DIP financing costs
• Make adequate protection payments
• Fund the carve-out

Credit Bid

• The DIP lender and the prepetition lender have the right to credit bid the full amount of their respective obligations in connection with any sale of the debtors' assets.

Avoidance Actions

• The adequate protection package grants the prepetition lender a first lien on all avoidance actions and their proceeds.

Challenge Period and Budget

• The deadline to bring a challenge is the later of:
  • For any official committee, 60 days after its formation.
  • For any other party in interest, 75 days after entry of the interim order.
• The debtors have irrevocably waived and relinquished all challenge rights.

Securities and Priorities

• The DIP obligations are secured by a valid, perfected, first-priority priming lien on the debtors' real property and all related proceeds, subject only to the carve-out.

Adequate Protection

Prepetition Senior Secured Parties

• The prepetition lender is Battelle Memorial Institute, which was assigned the loan from Hercules Capital Inc. in April 2025. As of the petition date, the outstanding prepetition obligations totaled approximately $28.1 million.
• The adequate protection package includes:
  • An allowed superpriority administrative expense claim, junior only to the carve-out.
  • Perfected replacement liens on all of the debtors' pre- and postpetition assets.
  • A lien on the debtors' real property, junior to the carve-out, the DIP priming lien, and the existing first mortgage.
  • Payment of postpetition interest at the non-default rate as set forth in the prepetition loan documents.

Waivers

• Subject to entry of the final order:
  • Section 506(c): The debtors waive their right to surcharge the DIP or prepetition collateral.
  • Section 552(b): The “equities of the case” exception shall not apply.
  • The equitable doctrine of “marshaling” shall not apply with respect to the DIP or prepetition collateral.

Permitted Variance

• Aggregate actual disbursements may not exceed 110% of the budgeted amount, tested on a rolling two-week basis.
• Unused budgeted amounts may be carried forward for use in subsequent periods.
• The permitted variance does not apply to amounts budgeted for the carve-out.