SECOND AMENDMENT
Execution Version
Exhibit 10.2
SECOND AMENDMENT
SECOND AMENDMENT, dated as of October 22, 2025 (this “Amendment”), by and among VOYAGER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, in connection with that certain Credit Agreement, dated as of May 30, 2025 (as amended by the First Amendment, dated as of September 18, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower, the other Loan Parties party thereto, the Lenders and Issuing Banks from time to time parties thereto, and the Administrative Agent.
W I T N E S E T H
WHEREAS, pursuant to Section 9.02(b) of the Credit Agreement, the Borrower, the Administrative Agent and Lenders constituting the Required Lenders have agreed to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendments to the Credit Agreement. Effective as of the Second Amendment Effective Date (as defined below):
(i)The following definition is hereby added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:
““ExoTerra Acquisition” means the acquisition by the Borrower, directly or indirectly, of 100% of the membership interests of ExoTerra Resources, LLC.
(ii)Section 6.04 of the Credit Agreement is hereby amended by (1) deleting “and” at the end of clause (s) therein, (2) replacing “;” at the end of clause (t) therein with “; and” and (3) inserting the following clause (u) at the end thereof:
“(u) the ExoTerra Acquisition; provided that (i) no Event of Default shall have occurred and be continuing or would result from the consummation of the ExoTerra Acquisition, (ii) the aggregate purchase price therefor (inclsuive of any earn-out) shall not exceed $100,000,000, (iii) the cash consideration at closing thereof shall not exceed $68,000,000, (iv) cash earn-out payments payable in connection therewith shall not exceed $21,000,000 in the aggregate and (v) any remaining consideration shall take the form of common stock of the Borrower;”
SECTION 3. Condition to Effectiveness. This Amendment shall become effective on and as of the date (the “Second Amendment Effective Date”) of satisfaction of the following conditions:
(i)the Administrative Agent shall have received executed counterparts of this Amendment from the Borrower, each other Loan Party, the Administrative Agent and Lenders constituting the Required Lenders; and
(ii)the Administrative Agent shall have received all fees due and payable on or prior to the Second Amendment Effective Date, and, to the extent invoiced at least one (1) day prior to the Second
Amendment Effective Date, shall have been reimbursed for all out of pocket expenses (including reasonable legal fees and expenses) required to be reimbursed or paid by the Borrower in connection herewith.
SECTION 4. Representations and Warranties. The Borrower and each other Loan Party each hereby represents and warrants to the Lenders, on and as of the Second Amendment Effective Date, that:
(i)The representations and warranties of the Borrower and each Loan Party set forth in the Credit Agreement are true and correct in all material respects (except that such materiality qualifier is not be applicable to any representation or warranty to the extent that it is already qualified or modified by materiality in the text thereof) on and as of the Second Amendment Effective Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty was true and correct in all materials respects (or all respects, as applicable) as of such earlier date); and
(ii)No Default or Event of Default has occurred and is continuing.
SECTION 5. Continuing Effect; No Novation.
(i)Except as expressly amended, waived or modified hereby, the Loan Documents shall continue to be and shall remain in full force and effect in accordance with their respective terms. This Amendment shall not constitute an amendment, waiver or modification of any provision of any Loan Document not expressly referred to herein and shall not be construed as an amendment, waiver or modification of any action on the part of the Borrower or the other Loan Parties that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein, or be construed to indicate the willingness of the Administrative Agent or the Lenders to further amend, waive or modify any provision of any Loan Document amended, waived or modified hereby for any other period, circumstance or event. Except as expressly modified by this Amendment, Loan Documents are ratified and confirmed and are, and shall continue to be, in full force and effect in accordance with their respective terms. Except as expressly set forth herein, each Lender and the Administrative Agent reserves all of its rights, remedies, powers and privileges under the Credit Agreement, the other Loan Documents, applicable law and/or equity. Any reference to “this Agreement” in the Credit Agreement or the “Credit Agreement” in any Loan Document or any related documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment and the term “Loan Documents” in the Amended Credit Agreement and the other Loan Documents shall include this Amendment.
(ii)Neither this Amendment nor the execution, delivery or effectiveness of this Amendment shall extinguish the obligations outstanding under the Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement, which shall remain in full force and effect. Nothing implied in this Amendment, the Amended Credit Agreement, the Collateral Documents, the other Loan Documents or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of any of Borrower or any other Loan Party from any of its obligations and liabilities as a “Borrower,” “Guarantor,” or “Loan Party,” under the Credit Agreement or any other Loan Document. Each of the Credit Agreement, the Collateral Documents and the other Loan Documents shall remain in full force and effect, until (as applicable) and except to any extent expressly modified hereby.
(iii)Each Loan Party hereby approves and consents to the amendments contemplated by this Amendment and the Amended Credit Agreement and agrees that its obligations under the Credit Agreement and the other Loan Documents to which it is a party shall not be extinguished or diminished as a result of the execution of this Amendment or the consummation of the transactions contemplated by this Amendment and the Amended Credit Agreement. Each Loan Party acknowledges and agrees that all of the Liens and security interests created and arising under any Loan Document remain in full force and effect and continue to secure its Obligations unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Amendment and the consummation of the transactions contemplated by this Amendment and the Amended Credit Agreement.
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(iv)This Amendment shall constitute, and be deemed to be, a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Entire Agreement. This Amendment, the Amended Credit Agreement and the other Loan Documents represent the entire agreement of the Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the Amended Credit Agreement or the other Loan Documents.
SECTION 7. Amendments; Execution in Counterparts. This Amendment, or any of the terms hereof, may not be amended, supplemented or modified, nor may any provision hereof be waived, except pursuant to a writing signed by the Borrowers, the Administrative Agent and the Required Lenders. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Section 9.06 of the Credit Agreement is hereby incorporated by reference, mutatis mutandis.
SECTION 8. GOVERNING LAW; WAIVER OF JURY TRIAL.
(i)THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(ii)EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 9. Jurisdiction; Consent to Service of Process. The jurisdiction and service of process provisions of Section 9.09 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
VOYAGER TECHNOLOGIES, INC.,
as the Borrower
as the Borrower
By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
VOYAGER WORKFORCE, LLC, as a Guarantor
By: VOYAGER TECHNOLOGIES, INC., as sole member and member-manager
By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
VOYAGER VENTURES, LLC, as a Guarantor
By: VOYAGER TECHNOLOGIES, INC., as sole member and member-manager
By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
Signature Page to Second Amendment
VOYAGER SPACE SERVICES, LLC, as a Guarantor
By: VOYAGER TECHNOLOGIES, INC., as sole member and member-manager
By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
VOYAGER SPACE SCIENCE PARK, LLC, as a Guarantor
By: VOYAGER TECHNOLOGIES, INC., as sole member and member-manager
By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
VOYAGER SPACE EXPLORATION, LLC, as a Guarantor
By: VOYAGER TECHNOLOGIES, INC., as sole member and member-manager
By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
VALLEY TECH SYSTEMS, INC., as a Guarantor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
Signature Page to Second Amendment
SPACE MICRO INC., as a Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
XO MARKETS HOLDINGS, INC., as a Guarantor
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer and President
NANORACKS LLC, as a Guarantor
By: XO MARKETS HOLDINGS, INC., as sole member and member-manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer and President
XO AIRLOCK, LLC, as a Guarantor
By: XO MARKETS HOLDINGS, INC., as sole member and member-manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer and President
Signature Page to Second Amendment
DREAMUP, PBC, as a Guarantor
By: /s/ ▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer
ZIN TECHNOLOGIES, INC., as a Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
LEOCLOUD INC., as a Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
OPTICAL PHYSICS COMPANY, as a Guarantor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
ELECTROMAGNETIC SYSTEMS, INC., as a Guarantor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman and President
Signature Page to Second Amendment
JPMORGAN CHASE BANK, N.A., as the Administrative Agent and a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signer
Signature Page to Second Amendment
KeyBank National Association, as a Lender
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
Signature Page to Second Amendment
Texas Capital Bank, as a Lender
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to Second Amendment
FIRST-CITIZENS BANK & TRUST COMPANY, as a Lender
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Signature Page to Second Amendment
Stifel Bank, as a Lender
By:/s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: Vice President
Signature Page to Second Amendment
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC, as a Lender
By:/s/ ▇▇▇ ▇▇▇▇
Name: ▇▇▇ ▇▇▇▇
Title: Vice President
Signature Page to Second Amendment