Exhibit 10.10


 


FIRST AMENDMENT 

TO 

AMENDED AND RESTATED 

LOAN AND SECURITY AGREEMENT


 


This First Amendment
to Amended and Restated Loan and Security Agreement (this “Amendment”)
is entered into this 20th day of November, 2014, by and between SILICON
VALLEY BANK (“Bank”) and OUTBRAIN INC., a
Delaware corporation (“Borrower”) whose address
is 39 West Thirteenth Street, Third Floor, New York City, 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
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) amend the Collateral, 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
3.5 (Post-Closing Requirements). Section 3.5 is amended in its entirety and replaced with the following:


 


“3.5
Post-Closing Requirements. Bank shall have received, in form and substance satisfactory to Bank, within ninety (90)
days after the 2014 Effective Date, a landlord’s consent in favor of Bank for Borrower’s leased locations at (i) 2200
Busse Road, Elk Grove, Illinois 60007, and (ii) 600 West Seventh Street, Los Angeles, California 90017, by the respective landlord
thereof, together with the duly executed original signatures thereto.”






     


     


    

2.2       Section
6.2(d) (Financial Statements, Reports, Certificates). Section 6.2(d) is amended in its entirety and replaced with the
following:


 


“(d) within thirty (30) days
after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed
by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and
conditions of this Agreement (except as specifically noted therein), and setting forth calculations showing compliance with the
financial covenants set forth in this Agreement and such other information as Bank may reasonably request;”


 


2.3       Section
6.2(f) (Financial Statements, Reports, Certificates). The following
text set forth in Section 6.2(f) is amended in its entirety and replaced with the following:


 


“Notwithstanding the foregoing,
Borrower shall provide Bank, on or before November 12, 2014, with Borrower’s audited consolidated financial statements for
the fiscal years ended 2012 and 2013;”


 


2.4       Section
6.2 (Financial Statements, Reports, Certificates). The Loan Agreement shall be amended by (i) deleting “and”
at the end of clause (i), (ii) changing “.” to “; and” at the end of clause (j), and (iii) inserting the following new
clauses (k) and (1) to appear at the end of Section 6.2 thereof:


 


“(k)      as long as Borrower
is a privately held company, as soon as available after completion, and at least annually, any 409A valuation report prepared by
or at the direction of Borrower; and


 


(1)        contemporaneously with any
updates or changes thereto, and at least annually, an updated capitalization table.”


 


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


 


“6.8     Operating Accounts.


 


(a)        Maintain
all of its and all of its Subsidiaries’ depository, operating and securities/investment accounts with Bank and/or Bank’s
Affiliates with the exception of the Offshore Accounts.


 


(b)        Provide
Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution
other than Bank or Bank’s Affiliates. For each Collateral Account not located at Bank and/or Bank’s Affiliates (other
than (i) Offshore Accounts and (ii) the Permitted Accounts, provided such Permitted Accounts shall be closed and all balances maintained
in such Permitted Accounts transferred to accounts in the name of Borrower maintained with Bank and/or Bank’s Affiliates
no later than January 31, 2015) that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution
(other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate
instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the
terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the
previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and
benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such.”




     


     


    



2.6       Section
6.10 (Protection and Registration of Intellectual Property Rights). The Loan Agreement shall be amended by renaming
Section 6.10 as “Protection and Registration of Intellectual Property Rights” and inserting the following new subsection
(c) to appear at the end of Section 6.10 thereof:


 


“          (c)
To the extent not already disclosed in writing to Bank, if Borrower (i) obtains any Patent, registered Trademark, registered Copyright,
registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise (other than
as licensee of software commercially available to the public), or (ii) applies for any Patent or the registration of any Trademark,
then Borrower shall promptly provide written notice thereof to Bank and shall execute such intellectual property security agreements
and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain
a first priority perfected security interest in favor of Bank in such property other than with respect to any “intent-to-use”
Trademark application for which a statement of use has not been filed. If Borrower decides to register any Copyrights or mask works
in the United States Copyright Office, Borrower shall: (x) provide Bank with at least five (5) days prior written notice of Borrower’s
intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States
Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents
and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected
security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office;
and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing
the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies
of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence
of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected
security interest in such property.”





     


     


    

2.7        Section
8.6 (Other Agreements). Section 8.6 is amended in its entirety and replaced with the following:


 


“8.6
     Other Agreements. There is, under any agreement to which Borrower is a party with a third party or parties (other than
the Mezzanine Loan Agreement), (a) any default resulting in a right by such third party or parties, whether or not exercised, to
accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of One Hundred Thousand Dollars
($100,000.00), or (b) any breach or default by Borrower, the result of which could have a material adverse effect on Borrower’s
business;”


 


2.8        Section
13 (Definitions). The following provision appearing as clause (a) in the definition of Permitted Indebtedness set forth
in Section 13.1 is amended in its entirety and replaced with the following:


 


“(a)       Borrower’s Indebtedness
to Bank under this Agreement, the Mezzanine Loan Agreement, and the other Loan Documents;”


 


2.9        Section
13 (Definitions). The following provision appearing as clause (a) in the definition of Permitted Liens set forth in
Section 13.1 is amended in its entirety and replaced with the following:


 


“(a)       Liens existing on the
Effective Date and shown on the Perfection Certificate or arising under this Agreement, the Mezzanine Loan Agreement, and the other
Loan Documents;”


 


2.10      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:


 


“
            “Loan Documents” are, collectively, this Agreement and any schedules, exhibits, certificates, notices, and
any other documents related to this Agreement, the Perfection Certificate, any Bank Services Agreement, the IP Security Agreement,
any subordination agreement, any note, or notes or guaranties executed by Borrower or any guarantor, and any other present or future
agreement by Borrower and/or guarantor with or for the benefit of Bank in connection with this Agreement or Bank Services, all
as amended, restated, or otherwise modified.”


 


“
            “Quick Assets” is, on any date, Borrower’s consolidated, unrestricted cash plus net billed accounts
receivable, determined according to GAAP.”


 


2.11      Section
13 (Definitions). The Loan Agreement shall be amended by inserting the following new definitions to appear alphabetically
in Section 13.1 thereof:


 


“
            “2014 Effective Date” means November 20, 2014.”


 


“            “IP Security Agreement” is that certain Intellectual Property Security Agreement executed and delivered
by Borrower to Bank dated as of the 2014 Effective Date, as the same may be amended, modified, supplemented or restated from time
to time.”  




     


     


    


“            “Mezzanine
Loan Agreement” means that certain Mezzanine Loan and Security Agreement between Borrower and Bank dated as of
the 2014 Effective Date, as may be amended, modified, supplemented or restated from time to time.”


 


“
            “Permitted Accounts” means, collectively, (a) Borrower’s account nos. xxxx3005 and xxxx9361 maintained
with Comerica Bank, N.A., and (b) Borrower’s account no. xxxx0494 maintained with Citibank, N.A.”


 


2.12      Exhibit
A (Collateral Description). The Loan Agreement shall be amended by substituting the Collateral description appearing
on Exhibit A thereto for the Collateral description appearing on Schedule 1 hereto. Borrower hereby grants Bank,
to secure the payment and performance in full of all of the Obligations and the performance of each of Borrower’s duties
under the Loan Documents, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now
owned or hereafter acquired or arising, and all proceeds and products thereof.


 


2.13      Exhibit
B (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate
in the form of Schedule 2 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;


 


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
either 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.            Updated
Perfection Certificate. Borrower has delivered an updated Perfection Certificate in connection with this Amendment dated
as of November 20, 2014 (the “Updated Perfection Certificate”),
which Updated Perfection Certificate shall supersede in all respects that certain Perfection Certificate dated as of
September 15, 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.


 


6.            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.


 


7.            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.


 


8.            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/ Claudia Canales	 	By:	/s/ Yaron Galai
	 	 	 	 	 
	Name:	Claudia Canales	 	Name:	 Yaron Galai
	 	 	 	 	 
	Title:	Director	 	Title:	CEO







     


     


    



Schedule
1


 


EXHIBIT
A – COLLATERAL DESCRIPTION


 


The
Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:


 


All
goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases,
license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory
notes), chattel paper (whether tangible or electronic), cash, Deposit Accounts, certificates of deposit, fixtures, letters of
credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property,
supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and


 


all
Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions
for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds
of any or all of the foregoing.


 


Notwithstanding
the foregoing, the Collateral does not include any of the following: (a) more than 65% of the presently existing and hereafter
arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder
thereof to vote for directors or any other matter; (b) rights held under a license that are not assignable by their terms without
the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law);
(c) any interest of Borrower as a lessee or sublessee under a real property lease or an Equipment lease if Borrower is prohibited
by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause
a default to occur under such lease (other than to the extent that any such term would be rendered ineffective pursuant to Section
9-407(a) of Article/Division 9 of the Code); provided, however, that upon termination of such prohibition, such interest shall
immediately become Collateral without any action by Borrower or Bank; or (d) any intent-to-use trademarks at all times prior to
the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States
Patent and Trademark Office or otherwise.






     


     

    

Schedule
2


 


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	Prime + 0.25%	Yes  No
	Adjusted Quick Ratio < 1.10:1.00	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.	 	BANK USE ONLY
	 	 	 
		 	 	Received by:  	    
	By:	 	 		authorized
    Signer
	Name:	 	 	Date:	 	    
	Title:	 	 	 	 






	 	 	 	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 intercompany payables and statutory severance required
    in Israel	 	$_______
	 	 	 	 
	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