Exhibit
10.1


 


EXECUTION
VERSION


 


AMENDMENT
NO. 16 TO CREDIT AGREEMENT


 


This
AMENDMENT NO. 16 TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2022 between
FLEXSHOPPER 2, LLC (the “Company”), Powerscourt Investments 32, LP, as administrative agent (in such capacity, the
“Administrative Agent”) and as a lender (the “Lender”).


 


BACKGROUND


 


WHEREAS,
the Company, the Administrative Agent, Wells Fargo Bank, National Association, as paying agent (the “Paying Agent”)
and various lenders from time to time party thereto are party to a certain Credit Agreement, dated March 6, 2015 (as amended, supplemented
and otherwise modified as of the date hereof, the “Credit Agreement”);


 


WHEREAS,
the parties to the Credit Agreement desire to amend the Credit Agreement;


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Defined
Terms. Capitalized definitional terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement.



 


		2.	Amendment
                                            to the Credit Agreement. Effective as of the date first written above, upon the satisfaction
                                            of the conditions set forth in Section 4 below, the Credit Agreement is hereby amended as
                                            follows:



 


		a.	The
                                            definitions of “Eligible Interest Rate Cap Agreement,” “LIBO Rate”
                                            and “LIBOR Disruption Event,” are hereby deleted in their entirety and the definitions
                                            set forth on Schedule I attached hereto are hereby inserted in the correct alphabetical order.



 


		b.	Section
                                            2.5 of the Credit Agreement is hereby amended by deleting subsections (a),



 


		d	and
(e) in their entirety and replacing subsections (a), (d) and (e) with the subsections (a) and (d) set forth on Schedule II attached hereto,
respectively.



 


		c.	Section
                                            5.17 of the Credit Agreement is hereby deleted in its entirety and replaced with the Section
                                            5.17 set forth on Schedule III attached hereto.



 


		d.	The
                                            table in Appendix A to the Credit Agreement is hereby deleted and replaced with the following:



 


	Lender	 	Commitment	 
	Powerscourt
    Investments 32, LP	 	$	110,000,000	 
	Total:	 	$	110,000,000	 




 


		3.	Reaffirmation
                                            of Credit Agreement, and Collateral Documents. After giving effect to this Amendment
                                            No. 16 and each of the other transactions contemplated hereby, all of the provisions of the
                                            Credit Agreement and each of the Collateral Documents shall remain in full force and effect
                                            and the Company, hereby ratifies and affirms the Credit Agreement and each Collateral Document
                                            and the Liens granted thereunder and acknowledges that the Credit Agreement and each Collateral
                                            Document have continued and shall continue in full force and effect in accordance with their
                                            terms.






 






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		4.	Effectiveness.
                                            This Agreement shall become effective as of the date first written above upon (i) delivery
                                            to the Administrative Agent of counterparts of this Agreement duly executed by each of the
                                            parties hereto, and (ii) receipt by the Administrative Agent on the date hereof of a fully
                                            earned and nonrefundable commitment increase fee in an amount equal to $65,187.82, in immediately
                                            available funds.



 


		5.	Binding
                                            Effect; Ratification.



 


		a.	The
                                            Credit Agreement, as amended hereby, remains in full force and effect. Any reference to the
                                            Credit Agreement from and after the date hereof shall be deemed to refer to the Credit Agreement
                                            as amended hereby, unless otherwise expressly stated.



 


		b.	Except
                                            as expressly amended hereby, the Credit Agreement shall remain in full force and effect and
                                            each is hereby ratified and confirmed by the parties hereto.



 


		c.	The
                                            Company represents and warrants to the Lender that (a) each and every of its representations
                                            and warranties contained in Section 4 of the Credit Agreement, as amended hereby, are true
                                            and correct as of the date hereof and (b) no Event of Default or Default has occurred and
                                            is continuing and, immediately after the execution and delivery of this Amendment, no Event
                                            of Default or Default shall have occurred or be continuing.



 


		d.	Notwithstanding
                                            anything to the contrary herein or in the Credit Document, by signing this Agreement, neither
                                            the Lender nor the Administrative Agent is waiving or consenting, nor has either of them
                                            agreed to waive or consent to in the future, the breach of (or any rights and remedies related
                                            to the breach of) any provisions of any of the Credit Documents.



 


		e.	The
                                            Company agrees to promptly reimburse the Administrative Agent for all of the reasonable out-of-pocket
                                            expenses, including, without limitation, reasonable legal fees, it has heretofore or hereafter
                                            incurred or incurs in connection with the preparation, negotiation and execution of this
                                            Agreement and all other instruments, documents and agreements executed and delivered in connection
                                            with this Agreement.



 


		6.	Miscellaneous.



 


		a.	THIS
                                            AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
                                            OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER
                                            THAN SECTIONS 5-1401 AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW).






 


		b.	The
                                            captions and headings used herein are for convenience of reference only and shall not affect
                                            the interpretation hereof.



 


		c.	This
                                            Agreement may be executed in any number of counterparts, each of which when so executed shall
                                            be deemed to be an original and all of which taken together shall constitute one and the
                                            same agreement.



 


		d.	Executed
                                            counterparts of this Agreement may be delivered electronically.



 


[SIGNATURES
FOLLOW]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year
first above written.


 


	 	ADMINISTRATIVE AGENT and LENDER:
	 	 
	 	POWERSCOURT INVESTMENTS 32, LP
	 	 
	 	By:	Powerscourt Investments GP, LLC,
    as general partner
	 	By:	Maples Fiduciary Services (Delaware) Inc., as managing
    member
	 	 	 
	 	By:	/s/ Scott
    Huff
	 	Name:	Scott Huff
	 	Title:	Authorized Signatory
	 	October 17, 2022
	 	 	 
	 	COMPANY:
	 	 
	 	FLEXSHOPPER 2, LLC
	 	 	 
	 	By:	/s/  R.R.House
	 	Name:	R.R.House, JR
	 	Title:	CEO



 


(Amendment
No. 16 to Credit Agreement)


 




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Schedule
I


 


Definitions


 


“Adjusted
Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) the Term SOFR for such calculation plus
(b) 0.11%; provided, that if Adjusted Term SOFR as so determined shall ever be less than zero, then Adjusted Term SOFR shall be deemed
to be zero.


 


“Eligible
Interest Rate Cap Agreement” means, at any time, an Interest Rate Cap entered into by the Borrower that meets all of the following
conditions: (i) it is in substantially the form as is reasonably acceptable to the Administrative Agent and the Borrower; (ii) it has
a fixed rate at the time of purchase of such Interest Rate Cap no greater than the applicable Maximum Interest Rate Strike Price; (iii)
it designates “Term SOFR” as the floating rate option with a designated maturity of one month; (iv) it provides that any
Interest Rate Cap Payments shall be made directly to the Collection Account; and (v) it includes an acknowledgment by the Interest Rate
Cap Provider of the collateral assignment of the applicable Interest Rate Cap by the Borrower to the Administrative Agent, on behalf
of the Lenders.


 


“SOFR”
shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator (or a successor administrator
of the secured overnight financing rate).


 


“SOFR
Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing
rate).


 


“SOFR
Disruption Event” means, with respect to any Interest Period, any of the following: (i) a determination by any Lender that
it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force
of law) to make, fund or maintain Loans by reference to Term SOFR during such Interest Period, (ii) the failure of the source listed
in the definition of “Term SOFR” to publish the Term SOFR Rate for the related Interest Accrual Period, or (iii) a determination
by any Lender acting reasonably that Term SOFR does not accurately reflect the cost to such Person of making, funding or maintaining
its Loans for such Interest Period.


 


“Term
SOFR” shall mean with respect to any Interest Period, the Term SOFR Reference Rate for a one- month interest period on the
day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) Business Days prior to the first day of
each calendar month, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m.
(Eastern time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published
by the Term SOFR Administrator then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator
on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator
so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term SOFR Determination
Day.


 


“Term
SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR
Reference Rate selected by Administrative Agent in its reasonable discretion).


 


“Term
SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.


 




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Schedule
II


 


Section
2.5


 


(a)
Except as otherwise set forth herein, the Loans shall accrue interest daily in an amount equal to the product of (A) the unpaid principal
amount thereof as of such day and (B) the Adjusted Term SOFR for such period (unless a Term SOFR Disruption Event has occurred and is
continuing, in which case such rate shall be the Prime Rate) plus the Applicable Margin.


 


(d)
Paying Agent shall provide to Company on each Interest Rate Determination Date the Adjusted Term SOFR.


 


(e)
If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that the circumstances
giving rise to a SOFR Disruption Event have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances giving
rise to a SOFR Disruption Event have not arisen but the supervisor for the administrator of the SOFR Rate or a Governmental Authority
having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the SOFR Rate shall
no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall negotiate in good faith
to establish an alternate rate of interest to Term SOFR that gives due consideration to the then prevailing market convention for determining
a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect
such alternate rate of interest and such other related changes to this Agreement as may be applicable. For the avoidance of doubt, until
such an amendment becomes effective, the Loans will continue to accrue interest in accordance with the terms of this Agreement.


 




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Schedule
III


 


Section
5.17


 


Interest
Rate Cap Agreement. If Term SOFR in effect on any date is greater than or equal to 3.0%, the Borrower shall within thirty (30) days
thereafter (i) enter into and maintain in full force and effect one or more Interest Rate Caps, each with an Eligible Interest Rate Cap
Provider and each of which satisfies the definition of Eligible Interest Rate Cap Agreement and the aggregate notional amount of which,
when taken together, is at least equal to the aggregate Commitments, and shall comply with the terms thereof, and (ii) assign to the
Administrative Agent, for the equal and ratable benefit of the Administrative Agent and Lenders, all of the Borrower’s right and
title to and interest in each Interest Rate Cap, such that the Administrative Agent shall have the right to enforce the Borrower’s
rights and remedies under each Interest Rate Cap for the benefit of the Administrative Agent and the Lenders, but without any obligation
on the part of the Administrative Agent, the Lenders or any of their respective Affiliates, to perform any of the obligations of the
Borrower under an Interest Rate Cap Agreement, which collateral assignment shall terminate upon the repayment of all amounts owing under
this Agreement; provided, however that if (i) any Interest Rate Cap Provider ceases to be an Eligible Interest Rate Cap Provider or (ii)
any Interest Rate Cap Provider fails to make a payment when due under the applicable Interest Rate Cap, the Borrower shall within thirty
(30) days (x) cause such Person to assign its obligations under the related Interest Rate Cap to a new Eligible Interest Rate Cap Provider
or (y) obtain a substitute Eligible Interest Rate Cap Agreement with an Eligible Interest Rate Cap Provider, including the related Eligible
Interest Rate Cap Provider’s acknowledgment of the collateral assignment by the Borrower to the Administrative Agent of such Eligible
Interest Rate Cap Agreement.


 


 


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