Exhibit
10.9


 


SECOND
AMENDMENT


TO


AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT


 


This
Second Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this
27th day of January, 2016, by and between SILICON VALLEY BANK (“Bank”) and OUTBRAIN INC.,
a Delaware corporation (“Borrower”) whose address is 39 West 13th Street, 3rd Floor,
New York, New York 10011.


 


Recitals


 


A.           Bank
and Borrower have entered into that certain Amended and Restated Loan and Security Agreement dated as of September 15, 2014, as
amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of November 20, 2014 (as
amended, and as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).
Bank and Borrower have also entered into that certain Mezzanine Loan and Security Agreement dated as of November 20, 2014 (as
amended, and as the same may from time to time be further amended, modified, supplemented or restated, the “Mezzanine
Loan Agreement”).


 


B.            Bank
has extended credit to Borrower for the purposes permitted in the Loan Agreement.


 


C.            Borrower
has requested that Bank amend the Loan Agreement to (i) amend the definition of Streamline Period, and (ii) make certain other
revisions to the Loan Agreement as more fully set forth herein.


 


D.            Bank
has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject
to the conditions and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore,in consideration of the foregoing
recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to
be legally bound, the parties hereto agree as follows:


 


1.             Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.


 


2.             Amendments
to Loan Agreement.


 


2.1           Section 6.8(a) (Operating Accounts). Section 6.8(a) is amended in its entirety and
replaced with the following:


 


“(a)          
Maintain all of its and all of its Subsidiaries’ depository, operating and securities/investments accounts with Bank and/or
Bank’s Affiliates with the exception of (i) the Offshore Accounts and (ii) Outbrain UK may maintain up to seven (7) multi-currency
accounts at HSBC Bank (the “HSBC Accounts”), and the aggregate value in such HSBC Accounts shall not exceed
(x) Two Million Seven Hundred Fifty Thousand Euros (€2,750,000), (y) One Million Seven Hundred Fifty Thousand British Pounds
Sterling (£1,750,000), and (z) Seven Hundred Fifty Thousand Dollars ($750,000), provided,
that if any such HSBC Account contains assets in excess of such thresholds for five
(5) or more consecutive Business Days, Borrower shall cause Outbrain UK to transfer any such excess to an account of Outbrain
UK maintained at Bank or Bank’s Affiliates.”



     


     

    


2.2           Section 13 (Definitions). The following new terms and their respective definitions
are inserted into Section 13.1, each in the appropriate alphabetical order:


 


“HSBC
Accounts” is defined in Section 6.8(a).


 


“Outbrain
UK” means Outbrain UK Ltd., a company organized under the laws of England and Wales, and a wholly-owned Subsidiary of
Borrower.


 


“Second
Amendment Effective Date” is January 27, 2016.


 


“Uncapped
Availability Ratio” is the result of (a) the Borrowing Base, divided by (b) the aggregate amount of all Obligations, including, without limitation, the aggregate
amount of all outstanding Letters of Credit, but excluding all Obligations under the Mezzanine Loan Agreement.


 


2.3           Section
13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 are amended in their
entirety and replaced with the following:


 


“Current
Liabilities” are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that
mature within one (1) year but excluding (i) intercompany payables, (ii) statutory severance required in Israel and (iii) the
Obligations under the Mezzanine Loan Agreement.


 


“Streamline
Period” is, on and after the Second Amendment Effective Date, provided no Event of Default has occurred and is continuing,
the period (a) commencing on the first day of the month following the day that Borrower provides to Bank a written report that
Borrower has, for each consecutive day in the immediately preceding calendar month, maintained either (i) an Adjusted Quick Ratio
of greater than 1.10 to 1.00 or (ii) an Uncapped Availability Ratio greater than 1.50 to 1.00, in each case as determined by Bank
in its reasonable discretion (the “Streamline Threshold”); and (b) terminating on the earlier to occur of (i)
the occurrence of an Event of Default, and (ii) the first day thereafter in which Borrower fails to maintain the Streamline Threshold,
as determined by Bank in its reasonable discretion. Upon the termination of a Streamline Period, Borrower must maintain the Streamline
Threshold each consecutive day for one (1) calendar month, as determined by Bank in its reasonable discretion, prior to entering
into a subsequent Streamline Period. Borrower shall give Bank prior written notice of Borrower’s election to enter into
any such Streamline Period, and each such Streamline Period shall commence on the first day of the monthly period following the
date the Bank determines, in its reasonable discretion, that the Streamline Threshold has been achieved.



     


     

    


2.4            Exhibit
B (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate
in the form of Exhibit B attached hereto.


 


3.            Limitation
of Amendments.


 


3.1           The amendments set forth in Section 2 above are effective for the purposes set forth herein
and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification
of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or
may have in the future under or in connection with any Loan Document.


 


3.2            This
Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.


 


4.            Representations
and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:


 


4.1            Immediately
after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate
and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to
an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;


 


4.2             
Borrower has the power and authority to execute and deliver this Amendment and to perform
its obligations under the Loan Agreement, as amended by this Amendment;


 


4.3              
The organizational documents of Borrower delivered to Bank on the Effective Date remain
true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect,
except that the Certificate of Incorporation was amended and restated pursuant to the Amended and Restated Certificate of Incorporation
dated February 11, 2015;


 


4.4             
The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;


 


4.5              The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting
Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court
or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational
documents of Borrower;



     


     

    


4.6              
The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or
authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and


 


4.7              
This Amendment has been duly executed and delivered by Borrower and is the binding obligation
of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating
to or affecting creditors’ rights.


 


5.            Ratification
of Intellectual Property Security Agreement. Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms
and conditions of a certain Intellectual Property Security Agreement dated as of November 20, 2014 between Borrower and Bank,
and acknowledges, confirms and agrees that said Intellectual Property Security Agreement (a) contains an accurate and complete
listing of all Intellectual Property Collateral, as defined in said Intellectual Property Security Agreement, except to the extent
amended as set forth on Schedule 1 attached hereto, and (b) shall remain
in full force and effect.


 


6.            Updated
Perfection Certificate. Borrower has delivered an updated Perfection Certificate with this Amendment dated as of the Second
Amendment Effective Date (the “Updated Perfection Certificate”) which Updated Perfection Certificate shall
supersede in all respects that certain Perfection Certificate dated as of November 20, 2014. Borrower agrees that all references
in the Loan Agreement to “Perfection Certificate” shall hereinafter be deemed to be a reference to the Updated Perfection
Certificate.


 


7.            No
Defenses of Borrower. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims
against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses,
claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED
and Borrower hereby RELEASES Bank from any liability thereunder.


 


8.            Integration. This Amendment and the Loan Documents represent the entire agreement
about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations,
warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into
this Amendment and the Loan Documents.



     


     

    


9.             Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.


 


10.           Effectiveness. This Amendment shall be deemed effective upon (a) the due execution
and delivery to Bank of this Amendment by each party hereto, (b) Bank’s receipt of the Updated Perfection Certificate, in
form and substance reasonably acceptable to Bank, duly executed by Borrower, (c) Bank’s receipt of that certain Consent
Agreement, in form and substance reasonably acceptable to Bank, duly executed by Borrower, (d) Bank’s receipt of a First
Supplement to Intellectual Property Security Agreement, in form and substance reasonably acceptable to Bank, duly executed by
Borrower, and (e) Borrower’s payment of Bank’s legal fees and expenses incurred in connection with this Amendment.


 


[Signature
page follows.]




     


     

    

In
Witness Whereof, the
parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.


 


	BANK	 	BORROWER
	 	 	 
	SILICON VALLEY BANK	 	OUTBRAIN INC.
	 	 	 
	By:	/s/ Claudia Canales	 	By:	/s/ Barry Schofield
	Name: 	Claudia Canales	 	Name:	Barry Schofield
	Title: 	Director	 	Title:	VP, Corporate Finance & Treasurer




     


     

    

Schedule
1


 


Updates
to Intellectual Property Security Agreement


 


	Title	Application

        Number(s)
	Filing
    Date	Patent
    Number(s)
	Content
    Title User 

Engagement Optimization	U.S.
    Appl. No. 

14/529,667 (26136-43)	10/31/2014	N/A
	Display
    Screen or Portion 

thereof with Graphical 

User Interface	N/A	3/31/2015	US
    Design Patents 

D743,431 

D743,989 

D743,990 

D743,991 

D744,517 

D745,032 

D745,033 

D745,034 

D745,035.
	Display
    Screen or Portion 

Thereof with Graphical 

User Interface	29/541,937
    (26136-56) 

29/541,940 (26136-57) 

29/541,942 (26136-58) 

29/541,943 (26136-59) 

29/541,946 (26136-60) 

29/541,961 (26136-61) 

29/541,950
    (26136-62) 

29/541,951 (26136-63) 

29/541,953 (26136-64) 

29/541,956 (26136-65) 

29/541,957 (26136-66) 

29/541,960 (26136-67)
    

29/541,967 (26136-68) 

29/541,968 (26136-69) 

29/541,979 (26136-70) 

29/541,981 (26136-71) 

29/541,984 (26136-72) 

29/541,991 (26136-73)	10/9/2015	N/A
	Inappropriate
    Content 

Filtering	U.S.
    Appl. No. 

14/885,595 (26136-55)	10/16/2015	N/A
	Computer-implemented
    

Method and System for 

Assigning Yield and 

Revenue Values to Web 

Page Content in Real Time	U.S.
    Appl. No. 

14/737,280	6/11/2015	N/A
	Mobile
    Device Screen or 

Portion Thereof with a 

Graphical User Interface	29/548,888
(26136-74) 
 29/548,904 (26136-75) 

29/548,907 (26136-76)

29/548,938
    (26136-77) 

29/548,945 (26136-78) 

29/548,952 (26136-79)	12/17/2015	N/A
	Electronic
    Device Display 

or Portion Thereof with a 

Graphical User Interface	29/550,819
    (26136-80)	1/7/2016	N/A
	Provisioning
    Personalized 

Content Recommendations	14/657,457
    (26136-45)	3/13/15	N/A






     


     

    

EXHIBIT
B


 


COMPLIANCE
CERTIFICATE


 


	TO:	SILICON
VALLEY BANK	Date: ___________________             
	FROM:	OUTBRAIN INC.	 



 


The
undersigned, in his or her capacity as authorized officer of Outbrain Inc. (“Borrower”) and not in her or
her individual capacity certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and
Bank (the “Agreement”): (1) Borrower is in complete compliance for the period
ending__________________ with all required covenants except as noted below; (2) there are no Events of Default; (3) all
representations and warranties in the Agreement are true and correct in all material respects on this date except as noted
below; provided, however, that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;
and provided, further that those representations and warranties expressly
referring to a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and
each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign,
federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted
pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against Borrower or
any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided
written notification to Bank. Attached are the required documents supporting the certification. The undersigned certifies
that these are prepared in accordance with GAAP consistently applied from one period to the next except as explained in an
accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of
determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined
not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the
meanings given them in the Agreement.


 


Please
indicate compliance status by circling Yes/No under “Complies” column.


 


	Reporting
    Covenants	Required	Complies
	 	 	 
	Monthly
    financial statements with Compliance Certificate	Monthly
    within 30 days	Yes
    No
	Annual
    financial statement (CPA Audited) + CC	FYE
    within 180 days	Yes
    No
	10-Q,
    10-K and 8-K	Within
    5 days after filing with SEC	Yes
    No
	A/R
    & A/P Agings	Monthly
    within 30 days	Yes
    No
	Transaction
    Reports	Monthly
    within 30 days and each request for an Advance	Yes
    No
	Projections	FYE
    within 30 days	Yes
    No
	409A
    Report	As
    completed, but at least annually	Yes
    No
	Capitalization
    Table	As
    updated, but at least annually	Yes
    No
	The following Intellectual Property was registered (or a registration application submitted) after the Effective Date (if no registrations, state “None).

                                                                                                                                                                                                                         

                                                                                


 



 


 





	 

 








     


     

    


	 



 


	Financial
    Covenant	Required	Actual	Complies
	 	 	 	 
	Maintain
    as indicated:	 	 	 
	Minimum
    Adjusted Quick Ratio	1.00:1.00	_____:1.0	Yes
       No



 

	Performance
    Pricing	Applies
	 	 	 
	Adjusted
    Quick Ratio > 1.10:1.00 or Uncapped Availability Ratio > 1.50:1.00	Prime
    + 0.25%	Yes 
      No
	Adjusted
    Quick Ratio ≤ 1.10:1.00 and Uncapped Availability Ratio ≤ 1.50:1.00	Prime
    + 0.75%	Yes   
    No


 


The
following financial covenant analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the
date of this Certificate.


 


The
following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


 


	 	 	 	 	 	 
	 	 	 



 




OUTBRAIN INC.


 


	By:	 	 


	Name:	 	 


	Title:	 	 







BANK USE ONLY


 


	Received by:	 
	 	AUTHORIZED SIGNER


	Date:	 


 


	Verified:	 
	 	AUTHORIZED SIGNER


	Date:	 


 


Compliance Status: Yes      No







 



     


     

    

Schedule
1 to Compliance Certificate


 


Financial
Covenants of Borrower


 


In
the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.


 


I.
             Adjusted Quick Ratio (Section 6.9(a))


 


Required:            
1.00:1.00


 


Actual:


 





	A.	Aggregate
    value of Borrower’s consolidated, unrestricted cash	$	 
	 	 	 
	B.	Aggregate
    value of Borrower’s consolidated net billed accounts receivable, determined according to GAAP	$	 
	 	 	 
	C.	Quick
    Assets (the sum of lines A and B)	$	 
	 	 	 
	D.	Aggregate
    value of all Obligations of Borrower to Bank	$	 
	 	 	 
	E.	Aggregate
    value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet,
    including all Indebtedness, not otherwise reflected in line D above, that matures within one (1) year but excluding (i) intercompany
    payables, (ii) statutory severance required in Israel and (iii) Obligations under the Mezzanine Loan Agreement 	$

                                                                                 
	______

                                                                                 

	 	 	 
	F.	Current
    Liabilities (the sum of lines D and E)	$	 
	 	 	 
	G.	Aggregate
    value of current portion of all amounts received or invoiced by Borrower in advance of performance under contracts and not
    yet recognized as revenue 	$	______
	 	 	 
	H.	Line
    F minus G 	$	 
	 	 	 
	I.	Adjusted
    Quick Ratio (line C divided by line H)	 




 


Is
line I equal to or greater than 1.00:1:00?


 



	                  No,
not in compliance	                Yes,
                                         in compliance




     


     

    


II.            Performance
Pricing (Adjusted Quick Ratio or Uncapped Availability Ratio)


 


Was
the Adjusted Quick Ratio set forth in line I above greater than 1.10:1:00 for each consecutive day in the immediately preceding
calendar month?


 





	                  No,
not in Streamline Period	                Yes,
                                         in Streamline Period


 


Uncapped
Availability Ratio:


 


	A.	Borrowing Base	$	 
	 	 	 
	B.	Aggregate value of all Obligations of Borrower to Bank including the amount of all outstanding
Letters of Credit, but excluding all Obligations under the Mezzanine Loan Agreement	$	______
	 	 	 
	C.	Uncapped Availability Ratio (line A divided by line B)	 




 


Was
the Uncapped Availability Ratio set forth in line C above greater than 1.50:1:00 for each consecutive day in the immediately preceding
calendar month?


 


	______
        No, not in Streamline Period
	 ______
Yes, in Streamline Period