Exhibit 10.8


 


THIRD AMENDMENT

TO


AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT


 


This
Third Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”)
is entered into this 25th day of August, 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 by and between Borrower
and Bank dated as of November 20, 2014, and as further amended by that certain Second Amendment to Amended and Restated Loan and
Security Agreement by and between Borrower and Bank dated as of January 27, 2016 (as the same may from time to time be further
amended, modified, supplemented or restated, the “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) extend the maturity date, and (ii) make certain other
revisions to the Loan Agreement as more fully set forth.


 


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.           Amendment
to Loan Agreement.


 


2.1          Section 13.1 (Definitions). The following term and its definition set forth in Section 13.1 is amended in its entirety
and replaced with the following:


 


“Revolving
Line Maturity Date” is October 15, 2016.



     


     


    


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.           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.


 


6.           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.


 


7.           Effectiveness. This
Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto and
(b) 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/ Michael Moretti	 	By:	/s/ Barry Schofield	 
	Name:	Michael Moretti	 	Name:	Barry Schofield	 
	Title:	Managing Director	 	Title:	VP, Corporate Finance & Treasurer