EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 2 TO LOAN AGREEMENT 

AMENDMENT NO. 2 TO LOAN AGREEMENT (this “Amendment”), dated and effective as of January 31, 2018,
is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the
“Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022. 

RECITALS 

WHEREAS, SBA and the Licensee are parties to that certain Loan Agreement, effective as of January 25, 2017 (as
amended, the “Existing Agreement”); 
 WHEREAS, SBA and the Licensee have agreed, subject to the terms and
conditions of this Amendment, that the Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement. 

NOW THEREFORE, SBA and the Licensee hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, that the
Existing Agreement is hereby amended as follows: 
 SECTION 1. Defined Terms. Except as otherwise indicated herein, all words
and terms defined in the Existing Agreement shall have the same meanings when used herein. 
 SECTION 2. Amendments. 

 a. In Section 3 of the Existing Agreement the phrase, “February 1, 2018: $5,500,000 (five million five hundred thousand
dollars);” is hereby deleted in its entirety and replaced with the following: 
 “February 1, 2018: $5,000,000 (five million
dollars);” 
 b. In Section 3 of the Existing Agreement the phrase, “February 1, 2019: $9,500,000 (nine million five hundred
thousand dollars); and” is hereby deleted in its entirety and replaced with the following: 
 “February 1, 2019: $10,000,000 (ten
million dollars); and” 
 c. The fourth and fifth sentences of Section 6 of the Existing Agreement which state, “As of the
date of the Loan Agreement, SBA has approved the establishment of an initial Reserve in the amount of 18 months of management and operating expenses, initially equal to $1,575,000 plus any approved SBA follow-on investment(s). Any increase or
decrease to this Reserve of 18 months of management and operating expenses, initially equal to $1,575,000, must be approved by SBA in writing.” are hereby deleted in their entirety and replaced with the following: 







 “SBA has approved the establishment of a Reserve in the amount of 6 months of management and
operating expenses, equal to $525,000 plus any approved SBA follow-on investment(s). Any increase or decrease to this Reserve of 6 months of management and operating expenses, equal to $525,000, must be approved by SBA in writing; provided, however,
that the Reserve shall never be less than the amount of 3 months of management and operating expenses, equal to $262,500.” 

SECTION 3. Representations and Warranties. Each party hereby represents and warrants to the other party that it is in compliance
with all the terms and provisions set forth in the Existing Agreement on its part to be observed or performed and hereby confirms and reaffirms each of its representations and warranties contained in the Existing Agreement. 

SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Agreement shall continue to
be, and shall remain, in full force and effect in accordance with its terms (and as duly amended). 
 SECTION 5. Counterparts.
This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature
page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of an executed original counterpart of this Amendment. 

SECTION 6. Governing Law. Pursuant to Section 101.106(b) of Part 13 of the Code of Federal Regulations, this Amendment is
to be construed and enforced in accordance with the Act, the Regulations and other Federal law, and in the absence of applicable Federal law, then by applicable New York law to the extent it does not conflict with the Act, the Regulations or other
Federal law. 
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
 FRESHSTART VENTURE CAPITAL CORPORATION 

					
		 	
			
		 	By:	 	 /s/ Alvin Murstein

		 	Name: Alvin Murstein
		 	Title: Chairman & Chief Executive Officer

 U.S. SMALL BUSINESS ADMINISTRATION 

					
		 	
		 	By:	 	 /s/ Thomas G. Morris

		 	Name: Thomas G. Morris
		 	Title: Director, Office of Liquidation