EX-10.1


 Exhibit 10.1 

VELOCITY HOLDCO III INC. 

BOLT HOLDINGS LLC 
 c/o
CVC Capital Partners Advisory (U.S.), Inc. 
 712 Fifth Avenue, 43rd Floor

 New York, NY 10019 

March 22, 2018 
 Actua Corporation 

Actua Holdings, Inc. 
 555 E. Lancaster Avenue, Suite 640 

Radnor, PA 19087 
 Attn:    Suzanne Niemeyer

     Scott Powers 
 Email:
 suzanne@actua.com 
     scott@actua.com 

Via Electronic Mail 
 Dear Suzanne and Scott: 

Reference is made to that certain Membership Interest Purchase Agreement by and among Actua Corporation (“Parent”), Actua
Holdings, Inc. (“Seller”), Velocity Holdco III Inc. (f/k/a Arsenal Buyer Inc.) (“Buyer”), and Bolt Holdings LLC (f/k/a Arsenal Acquisition Holdings, LLC) (the “Company”), dated as of
September 23, 2017 (the “Purchase Agreement”), pursuant to which Buyer acquired all of the issued and outstanding equity interests of the Company from Seller. To the extent not otherwise defined herein, capitalized terms shall
have the meanings ascribed to them in the Purchase Agreement. 
 Pursuant to Section 11.03 of the Purchase Agreement, the Purchase
Agreement (including the Bolt Schedule thereto) may be amended at any time, but only if such amendment is in writing and is signed by each party to the Purchase Agreement. 

Parent, Seller, Buyer and the Company hereby agree that, notwithstanding anything to the contrary set forth in the Purchase Agreement or the
Bolt Schedule thereto, the defined term “Bolt Sale Deadline” shall mean March 30, 2018 (and not March 23, 2018). 
 This
letter agreement is the complete and exclusive agreement among Parent, Seller, Buyer and the Company relating to the subject matter hereof, and supersedes all prior understandings, communications, or representations, either oral or written, between
or among them relating to the subject matter hereof. The parties hereto agree that the Purchase Agreement, as amended hereby, shall continue in full force and effect and shall otherwise remain unchanged and that all references to the Purchase
Agreement (or the Bolt Schedule thereto) in any applicable documents, agreement or instrument shall be deemed to refer to the Purchase Agreement (or the Bolt Schedule thereto) as amended hereby. This letter agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of Parent, Seller, Buyer and the Company, which by their signatures below acknowledge and accept the terms of this letter agreement. This letter agreement shall be construed in accordance
with the substantive laws of the State of Delaware without regard to the conflicts of law rules of such State that would refer a matter to the laws of another jurisdiction. This letter agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall be deemed to be one and the same agreement. 
 [Signatures follow] 






 
			
	Sincerely yours,
	
	VELOCITY HOLDCO III INC.
		
	By:	 	 /s/ Aaron Dupuis

	Name: Aaron Dupuis
	Title:	 	President
	
	BOLT HOLDINGS LLC
		
	By:	 	 /s/ Aaron Dupuis

	Name:	 	Aaron Dupuis
	Title:	 	President


  

			
	Acknowledged and agreed:
	
	ACTUA CORPORATION
		
	By:	 	 /s/ Suzanne L. Niemeyer

	Name:	 	Suzanne L. Niemeyer
	Title:	 	General Counsel
	
	ACTUA HOLDINGS, INC.
		
	By:	 	 /s/ Suzanne L. Niemeyer

	Name:	 	Suzanne L. Niemeyer
	Title:	 	General Counsel

  

	CC:	Dechert LLP 

 2929 Arch Street 

Philadelphia, PA 19104 

Attn:    Henry Nassau, Esq. 

      Stephen Leitzell, Esq. 

Email: henry.nassau@dechert.com 

      stephen.leitzell@dechert.com 
  

  
 [Letter Agreement
Signature Page – Amendment of MIPA – Extension of Bolt Sale Deadline]