Exhibit 10.1


 





 


AMENDMENT NO. 15 TO CREDIT
AGREEMENT


 


This AMENDMENT NO. 15
TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of March 8, 2022 between FLEXSHOPPER 2, LLC
(the “Company”), WE 2014-1, LLC (the “Administrative Agent”
and “WE 2014-1”) and WE 2022-1,
LLC (“Additional Lender” and, together with WE 2014-1, the “Lenders”).


 


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



 


	Lender	 	Commitment	 
	WE 2014-1, LLC	 	$	57,500,000	 
	WE 2022-1, LLC	 	$	25,000,000	 
	Total:	 	$	82,500,000	 




 


		3.	Lender Joinder.



 


		a.	Effective as of the date of this
                                            Agreement, Additional Lender agrees to become a Lender and to be bound by the terms of the
                                            Credit Agreement as a Lender pursuant to the terms thereof.



 


		b.	Additional Lender, upon execution
                                            and delivery of the Agreement, represents and warrants as of the date hereof that (i) it
                                            is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing
                                            in commitments or loans such as the applicable Commitments or Loans, as the case may be;
                                            (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own
                                            account in the ordinary course of its business and without a view to distribution of such
                                            Commitments or



 




     


     


    

 


Loans within the meaning of the Securities
Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of Section 9.5 of the Credit
Agreement, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control);
(iv) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant to Section 5.01(a), (b) and (c) of the Credit Agreement and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Agreement; (v) agrees that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (vi) agrees that it will perform
in accordance with their terms all of the obligations which by the terms of the Credit Agreement and this Agreement are required to be
performed by it as a Lender; (vii) specifies as its address for notices the office set forth in paragraph (c) below; (viii) represents
that this Agreement has been duly authorized, executed and delivered by Additional Lender pursuant to its powers and constitutes the
legal, valid and binding obligation of Additional Lender; and (ix) appoints and authorizes the Paying Agent and the Administrative Agent
to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are
delegated to the Paying Agent and the Administrative Agent, respectively, by the terms thereof, together with such powers as are reasonably
incidental thereto.


 


		c.	Additional Lender’s address
                                            for notices, and Appendix A to the Credit Agreement shall be amended to reflect:



 


1251 Avenue of the Americas 

50th Floor

New York, NY 10020


 


		d.	Notwithstanding Section 2.2 of
                                            the Credit Agreement, if a Lender does not have availability under its Commitment to make
                                            any part of a Loan required to be made by the Lenders pursuant to Section 2.1 of the Credit
                                            Agreement, then each other Lender shall make such Loan (on a pro rata basis based upon available
                                            Commitments) up to the amount of its available Commitment.



 


		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 Additional Lender on the date hereof of a fully earned and nonrefundable
                                            commitment fee in an amount equal to $81,498.27, 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.



 




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		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 each 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 Lenders
                                            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:
	 	 
	 	WE 2014-1, LLC
	 	 	 
	 	By:	Waterfall Asset Management, LLC, 

as Manager


 


	 	By:	/s/
    Kenneth Nick
	 	Name:  	Kenneth Nick 
	 	Title:	Authorized Person 


 


	 	LENDER:
	 	 
	 	WE 2022-1, LLC
	 	 	 
	 	By:	Waterfall Asset Management, LLC, as Manager


 


	 	By: 	/s/
    Kenneth Nick 
	 	Name:  	Kenneth Nick 
	 	Title: 	Authorized Person 


 


	 	COMPANY;
	 	FlexShopper 2, LLC 
	 	 	 
	 	By: 	
	 	Name:  	Russ Heiser 
	 	Title: 	CFO 


 


 


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