Exhibit 10.1


 


FIRST AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT


 


This First Amendment to Amended
and Restated Loan and Security Agreement, dated as of December 15, 2022 (this “First Amendment”), between BUZZFEED
MEDIA ENTERPRISES, INC., a Delaware corporation formerly known as Bolt Merger Sub II, Inc. and the successor by merger to the Original
Administrative Borrower (“Administrative Borrower”), BUZZFEED FC, INC., a Delaware corporation (“BuzzFeed
FC”), BF ACQUISITION HOLDING CORP., a Delaware corporation (“BF Acquisition Holding”), BUZZFEED MOTION PICTURES,
INC. a Delaware corporation (“BuzzFeed Motion Picture”), ET ACQUISITION SUB, INC., a Delaware corporation (“ET
Acquisition Sub”), ET HOLDINGS ACQUISITION CORP., a Delaware corporation (“ET Holdings”), LEXLAND STUDIOS,
INC., a Delaware corporation (“Lexland Studios”), and PRODUCT LABS, INC., a Delaware corporation (“Product
Labs”, and together with Administrative Borrower, BuzzFeed FC, BF Acquisition Holding, BuzzFeed Motion Pictures, ET Acquisition
Sub, ET Holdings, and Lexland Studios, on a joint and several basis, the “Initial Borrower”, and any reference to
Initial Borrower hereunder shall be deemed a reference to each of the foregoing Initial Borrowers), BUZZFEED, INC., a Delaware corporation
formerly known as 890 5th AVENUE PARTNERS, INC. (“Parent”), THEHUFFINGTONPOST.COM, INC., a Delaware corporation
(“HuffPo”), COMPLEX MEDIA, INC., a Delaware corporation (“Complex”), CM PARTNERS, LLC, a Delaware
limited liability company (“CM Partners”, together with Parent, HuffPo, and Complex, collectively, the “New
Borrowers” and together with the Initial Borrower, on a joint and several basis, the “Borrower”, and any
reference to Borrower hereunder shall be deemed a reference to each of the foregoing Borrowers), the Guarantors named thereto in that
certain Amended and Restated Loan and Security Agreement dated as of December 3, 2021 (the “Loan Agreement”), the
lenders from time to time party hereto (such lenders, together with their respective successors and permitted assigns, are referred to
hereinafter collectively as the “Lenders” and each as a “Lender) and WHITE OAK COMMERCIAL FINANCE, LLC,
a Delaware limited liability company (together with its permitted successors and assigns, in its individual capacity, “White
Oak”), as administrative and collateral agent (in such capacity, and including its successors and permitted assigns in such
capacity, the “Administrative Agent”) for the Lender Parties and as Swing Lenders.


 


RECITALS


 


WHEREAS, White Oak, in its
capacity as Administrative Agent, the Lenders from time to time party thereto, and the Borrower are parties to the Loan Agreement, amending
and restating that certain Loan and Security Agreement, dated as of December 30, 2020;


 


WHEREAS, it is the intent
of the parties hereto that this First Amendment shall not constitute a novation of the obligations and liabilities of the parties under
the Loan Agreement;


 






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WHEREAS, the parties hereto
agree to amend the Loan Agreement pursuant to the terms and conditions set forth herein, including, but not limited to, extending the
Maturity Date and replacing Libor Rate with SOFR Index Rate.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, the parties hereto agree to amend the Loan Agreement as follows:


 


AGREEMENT


 


1.                 
Definitions.


 


a.                  
Existing Definitions. Capitalized terms used in this First Amendment and not otherwise defined herein are used with the
meanings set forth for those terms in the Loan Agreement.


 


 


b.                 
Interpretation. In the event there is an inconsistency or conflict between the terms and conditions of the First Amendment
and any other provision of the Loan Agreement, the terms and conditions of the First Amendment shall control.


 


c.                  
Amended Definitions. The following terms previously defined in the Loan Agreement shall be amended and restated in their
entirety as set forth below and in the Loan Agreement shall be deemed and hereby are amended to include, in addition to and not in limitation
of all other definitions, the following definitions:


 


		i.	“Business Day” shall
                                            mean any day other than (i) a Saturday, Sunday or other day on which commercial banks are
                                            authorized to close under the Laws of, or are in fact closed in, New York, New York or the
                                            city and state where Agent’s Office is located, (ii) a day that any of the Federal
                                            Reserve Bank of New York or the New York Stock Exchange is closed, and (iii) any other day
                                            included in the recommended holiday schedule of the Loan Syndications and Trading Association
                                            for calculating delayed compensation; provided, that, if such day relates to any interest
                                            rate settings as to a SOFR Loan, any fundings, disbursements, settlements, and payments in
                                            respect of any SOFR Loan, or any other dealings in Dollars to be carried out pursuant to
                                            this Agreement in respect of any such Loan, the term “Business Day” means any
                                            such day that is also a U.S. Government Securities Business Day.



 






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d.                 
Additional Definitions. The following defined terms shall be inserted into Section 1.1 of the Loan Agreement in proper alphabetical
order, to read as follows:


 


		i.	“Base Rate” shall mean
                                            for any day, a per annum rate equal to the greatest of (a) the Prime Rate for such day minus
                                            three hundred basis points (300bps); (b) the Federal Funds Rate for such day, plus ten basis
                                            points (10 bps); or (c) 1.00%, without giving effect to any minimum floor rate specified
                                            in the definition of Federal Funds Rate.



		ii.	“Federal
                                            Funds Rate” shall mean (a) the weighted average of interest rates on overnight
                                            federal funds transactions with members of the Federal Reserve System on the applicable day
                                            (or the preceding Business Day, if the applicable day is not a Business Day), as published
                                            by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate
                                            is published on the next Business Day, the average rate (rounded up to the nearest 1/8 of
                                            1%) charged to major money center banks on the applicable day on such transactions, as determined
                                            by Agent; provided, that in no event shall such rate be less than zero.



		iii.	“First
                                            Amendment Effective Date” shall mean December 15, 2022.



		iv.	“Index
                                            Adjustment Date” shall mean (a) the First Amendment Effective Date, and (b) thereafter,
                                            the first day of each calendar month. 



		v.	“Market
                                            Disruption Event” shall mean as defined in Section 4.3 as amended hereunder.



		vi.	“Prime
                                            Rate” shall mean, for any day, the “prime rate” published for such
                                            day by The Wall Street Journal in its “Money
                                            Rate” column. In the event (A) The Wall Street Journal stops
                                            publishing prime rates or (B) The Wall Street Journal ceases
                                            to be available, then a substitute index rate shall be selected by the Administrative Agent
                                            from a comparable publication which publishes a rate which has historical fluctuations similar
                                            to that of the “prime rate” appearing in The Wall Street Journal.
                                            Any announced changes in said published “prime rate” rate shall result in an
                                            immediate and corresponding change in the Prime Rate without notice to or consent from the
                                            Borrower.



		vii.	“SOFR”
                                            shall mean with respect to any Business Day, the secured overnight financing rate published
                                            for such Business Day on the SOFR Index Administrator’s Website.



		viii.	“SOFR
                                            Index Administrator” shall mean CME Group Benchmark Administration Limited as administrator
                                            of the forward-looking term SOFR (or a successor administrator of SOFR).



		ix.	“SOFR
                                            Index Administrator’s Website” shall mean the website of the CME Group Benchmark
                                            Administration Limited, currently at https://www.cmegroup.com, or any successor source for
                                            SOFR identified as such by the SOFR Index Administrator from time to time.



 






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		x.	“SOFR
                                            Index” shall mean the greater of (A) zero percent (0.00%) and (B) the 30-Day Average
                                            SOFR published on the SOFR Index Administrator’s Website, or other commercially available
                                            source providing such quotations as may be selected by the Administrative Agent from time
                                            to time, one Business Day prior to each Index Adjustment Date (as adjusted for any reserve
                                            requirement and any subsequent costs arising from a change in government regulation), which
                                            shall stay effective until the next Index Adjustment Date; provided that if the SOFR Index
                                            is not published on a Business Day due to a holiday or other circumstance, the applicable
                                            SOFR Index shall be the SOFR Index last published prior to such Business Day. SOFR Index
                                            shall be reset monthly on each Index Adjustment Date. 



		xi.	“SOFR
                                            Index Rate” shall mean a variable rate of interest per annum equal to the sum of
                                            (A) the applicable SOFR Index, plus (B) 0.11448% (11.448 basis points), plus (C) the Applicable
                                            Margin. 



		xii.	“SOFR
                                            Loan” shall mean any Loan that bears interest based on SOFR.



		xiii.	“30-Day
                                            Average SOFR” shall mean the average of the daily SOFR for the preceding thirty
                                            (30) calendar days, compounded daily on Business Days.



		xiv.	“U.S.
                                            Government Securities Business Day” shall mean any day except for (a) a Saturday,
                                            (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association
                                            recommends that the fixed income departments of its members be closed for the entire day
                                            for purposes of trading in United States government securities.



 


2.                 
Amendments. Effective as of the First Amendment Effective Date and subject to the satisfaction of the conditions precedent set
forth in Section 3 of this First Amendment, the Loan Agreement shall be hereby amended as follows:


 


a.                  
Procedure for Borrowing; Notices of Borrowing.Subsection 2.3(g) of the Loan Agreement is hereby amended and restated
in its entirety as follows:


 


“If
(a) the Administrative Agent determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by
reference to SOFR or to determine or charge interest rates based upon SOFR or any Governmental Authority has imposed material restrictions
on the authority of such Lender to do any of the foregoing or (b) Administrative Agent shall have determined that reasonable means do
not exist for ascertaining SOFR; then, in such event, Administrative Agent shall determine the Replacement Index as provided for in Section
4.3.” 


 






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b.                 
 Trigger Events for Index Replacement Rights. Section 4.3 of the Loan Agreement is hereby amended and restated in its entirety
as follows:


 





“A determination by Administrative
Agent (in its sole discretion) that any of the following events (each a “Trigger”) have occurred will commence the
Administrative Agent’s right, in its sole discretion, to replace the SOFR Index at any time after such occurrence date and prior
to the Maturity Date if: (i) the SOFR Index is no longer available or cannot be determined; (ii) a Governmental Authority having jurisdiction
over the Administrative Agent and Lenders has indicated that the SOFR Index will no longer be available as of a certain date or is, or
will be, no longer representative as of a certain date; or (iii) a rate or rates other than the SOFR Index has become a widely recognized
benchmark interest rate within the United States loan market, (in the case of either (i) or (ii) or (iii), a “Market Disruption
Event”); After a Trigger has occurred the Administrative Agent may, without consent or signature of the Borrower, amend this
Agreement via a written notice sent to Borrower (the “Notice”), to replace the then current index rate of interest
(the “Index” and initially the SOFR Index) with a replacement Index (the “Replacement Index”) which
shall, unless the Administrative Agent and Borrower mutually agree to be an alternative rate, be the Base Rate (the “Adjusted
Index” and the process being the “Replacement”) on the dates and terms set forth in the Notice. The Notice
shall be made to the Borrower in such form and manner of delivery as the Administrative Agent shall determine in its commercially reasonable
discretion as soon as reasonably practicable, but no more than thirty (30) calendar days after the Replacement occurs. If the Adjusted
Index would be less than one percent (1%), then the Adjusted Index will be deemed to be one percent (1%) for the purposes of this Agreement.
As it may become necessary to replace the Index more than once during the term of this Agreement, for the avoidance of doubt, after the
SOFR Index is no longer the Index for this Agreement, the Triggers identified above shall be deemed modified to apply to the then current
Index, and all references to the SOFR Index shall be deemed to be references to the then current Index. Administrative Agent does not
warrant or accept any responsibility for, and shall not have any liability with respect to the (1) SOFR Index determination, (2) the
occurrence of a Trigger to cause transition away from the SOFR Index, (3) the administration, maintenance, adequacy or any other matter
with respect to the Adjusted Index or any replacement of the SOFR Index with the Adjusted Index in accordance with the terms hereof or
(4) whether any such Adjusted Index will have the same value as, be economically equivalent to, or behave like the SOFR Index or any
then-current Index which replaces it in accordance with the terms hereof.”


 






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c.                  
 Books and Records; Inspections.Subsection 7.1(g) of the Loan Agreement is hereby amended and restated in its entirety
as follows:


 


“(I) Each Loan Party shall, and
shall cause each of its Subsidiaries at the Borrower’s expense to:


 


		(i)	maintain books and records (including
                                            computer records and programs) of account pertaining to the assets, liabilities and financial
                                            transactions of such Loan Party and its Subsidiaries in such detail, form and scope as is
                                            consistent with good business practice, which shall exclude the assets, liabilities and financial
                                            transactions of all direct and indirect holders of Equity Interests, Subsidiaries and other
                                            Affiliates of such Loan Party;



		(ii)	at any time after the occurrence and
                                            during the continuance of a Default or Event of Default, provide the Lender Parties and its
                                            agents access, at any time and from time to time, to (a) the premises of such Loan Party
                                            and its Subsidiaries or (b) to any and all records pertaining to the Collateral through a
                                            verified peer-to-peer file sharing platform (P2P), such as Google Drive, Dropbox and Microsoft
                                            OneDrive, without notice, for the purposes of (A) inspecting and verifying the Collateral,
                                            (B) inspecting and copying any and all records pertaining thereto, and (C) discussing the
                                            affairs, finances and business of such Loan Party and its Subsidiaries with any officer,
                                            employee or director thereof or with the Auditors, all of whom are hereby authorized to disclose
                                            to the Lender Parties all financial statements, work papers, and other information relating
                                            to such affairs, finances or business; and



		(iii)	permit the Lender Parties from time
                                            to time to perform upon reasonable notice not to be less than two (2) Business Days and during
                                            normal business hours an examination of books and records (including computer records and
                                            programs) of account pertaining to the assets, liabilities and financial transactions of
                                            such Loan Party and its Subsidiaries (“Field Exam”); provided in the absence
                                            of a Default or an Event of Default the Lender Parties shall perform no more than three (3)
                                            Field Exams per calendar year at Borrower’s expense.



 






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(II) The Borrower shall reimburse the
Lender Parties for the reasonable travel and related expenses of the Lender Parties’ employees or, at the Lender Parties’
option, of such outside accountants or examiners as may be retained by the Administrative Agent to conduct Field Exams on a regular basis
(subject to Section 7.1(g)(I)(iii) above) or for a special inspection if the Lender Parties deem the same appropriate. If the Lender
Parties’ own employees are used, the Borrower shall also pay such reasonable per diem allowance as the Lender Parties may from
time to time establish, or, if outside examiners or accountants are used, the Borrower shall also pay the Lender Parties such sum as
the Lender Parties may be obligated to pay as fees therefor. Administrative Agent may engage an appraiser to provide Lender Parties with
appraisals or updates thereof with respect to the Collateral, prepared on a basis satisfactory to the Administrative Agent (“Appraisals”).
The Borrower shall reimburse the Administrative Agent for the reasonable expenses of such appraisals or updates. All such Obligations
may be charged to the Loan Account or any other account of the Borrower with the Administrative Agent. The Borrower hereby authorizes
the Lender Parties to communicate directly with the Auditors to disclose to the Lender Parties any and all financial information regarding
any of the Loan Parties including, without limitation, matters relating to any audit and copies of any letters, memoranda or other correspondence
related to the business, financial condition or other affairs of any of the Loan Parties; provided
that absent the existence of an Event of Default the Lender Parties shall (a) provide the Administrative Borrower three (3) Business
Days advance written notice of a communication and (b) copy the Administrative Borrower on any such communication. Nothing contained
herein pertaining to “other affairs of any of the Loan Parties” shall be deemed a waiver of Borrower’s assertion that
such information is subject to a legally recognized privilege.


 


d.                 
Notices.Subsection 13.1(C) of the Loan Agreement is hereby amended and restated in its entirety as follows:


 


“If to Administrative Borrower on behalf of all Borrowers:


BuzzFeed Media Enterprises, Inc.


c/o BuzzFeed, Inc.


229 W. 43rd St.


New York, NY 10036


 


with a copy to:


 


Freshfields, Bruckhaus, Deringer US LLP


601 Lexington Avenue


New York, New York 10022


Attn: Valerie Ford Jacob and Michael Levitt


Email: valerie.jacob@freshfields.com and Michael.levitt@freshfields.com”


 






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e.                  
Interest, Fees and Expenses.Subsection 1.4(a) of Section 2 of the Schedule to the Loan Agreement is hereby amended
and restated in its entirety as follows:


 


“Revolving Credit Loans: The Obligations
shall bear interest at the SOFR Index Rate, as adjusted as of each Index Adjustment Date; provided, however, if a Market Disruption Event
occurs, then and until such Market Disruption Event no longer exists, the Obligations shall bear interest at a rate equal to the Adjusted
Index, as adjusted as of each Index Adjustment Date, plus the Applicable Margin.”


 


f.                   
Interest, Fees and Expenses.Subsection 1.10 of Section 2 of the Schedule to the Loan Agreement is hereby amended and
restated in its entirety as follows:


 


“Early Termination Fee: (a) 2.00%
of the Maximum Amount if this Agreement terminates before December 30, 2023, (b) 1.00% of the Maximum Amount if the Agreement terminates
before December 30, 2024, and (c) 0.50% of the Maximum Amount any time thereafter and before the Maturity Date.”


 


g.                 
Term.Section 5 of the Schedule to the Loan Agreement is hereby amended and restated in its entirety as follows:


 


“Maturity Date: December 30, 2025”


 


3.                 
Conditions Precedent. This First Amendment shall become effective on the First Amendment Effective Date and the Administrative
Agent shall have received in form and substance acceptable to the Administrative Agent in its sole discretion:


 


a.                  
counterparts of this First Amendment duly executed by the Borrower and the Administrative Agent;


 


b.                 
a certificate of a Responsible Officer of the Borrower certifying that as of the First Amendment Effective Date (i) no Default
or Event of Default exists or has occurred and is continuing and (ii) each of the representations and warranties made by the Borrower
in the Loan Agreement shall be true and correct on and as of the First Amendment Effective Date;


 


c.                  
a certificate of Borrower, dated the date hereof and executed by its Secretary or other Responsible Officer, which shall:


 


(A) certify the resolutions
of its Board of Directors, members or other body authorizing the execution, delivery and performance of this First Amendment and all
documents related hereto to which it is a party; and


 


(B) contain appropriate
attachments, including the certificate or articles of incorporation or organization of Borrower certified by the relevant authority of
the jurisdiction of organization of such entity and a true and correct copy of its current bylaws or operating, management or partnership
agreement.


 






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d.                 
a long form good standing certificate for Borrower from its jurisdiction of organization; and


 


e.                  
from the Borrower, (i) a fee in the amount of $200,000.00, which fee shall be earned in full as of the date hereof and shall be
non-refundable, and (ii) all other fees required to be paid, and all expenses, in connection with this First Amendment (including reasonable
fees, disbursements and other charges of counsel to the Administrative Agent).


 


4.                 
Representations and Warranties. The Borrower represents and warrants to the Administrative Agent that immediately after
giving effect to this First Amendment on the First Amendment Effective Date (a) the representations and warranties of the Loan Parties
set forth in the Loan Documents shall be true and correct with the same effect as though made on and as of the First Amendment Effective
Date, provided that any representation or warranty which by its terms is made as of a specified date shall be true and correct only as
of such specified date, and (b) no Event of Default shall have occurred and be continuing.


 


5.                 
Confirmation. The Borrower agrees that the Loan Agreement and each other Loan Document to which it is a party, and each
security interest granted by it thereunder, is hereby reaffirmed, ratified, approved and confirmed in each and every respect on and after
the First Amendment Effective Date, except that each reference in the Loan Agreement to “this Agreement”, “hereunder”,
 “hereof”, “herein” or words of like import referring to the Loan Agreement, and each reference in the other Loan
Documents to the “Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the
Loan Agreement shall mean and be a reference to the Loan Agreement, as amended by the First Amendment. In all other respects, the terms
of the Loan Agreement and the other Loan Documents are hereby confirmed.


 


6.                 
Waiver and Release. In consideration of this First Amendment, the Borrower represents and warrants that, as of the date
hereof, there are no offsets, defenses or counterclaims against or in respect of its obligations under the Loan Documents and Borrower
hereby releases and discharges the Administrative Agent and its agents, employees, successors and assigns, of and from all claims, actions,
causes of action, damages, costs, expenses and liabilities, known or unknown, fixed, contingent or conditional, at law or in equity,
in connection with the Loan Documents or any transactions or acts in connection therewith, in each case existing on or before the date
of this First Amendment, which Borrower may have against any such Person, irrespective of whether any such claims, actions, causes of
action, damages, costs, expenses or liabilities are based on contract, tort or otherwise.


 






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7.                 
 Counterparts. This First 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.                 
Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. In addition to and without limitation of any of the foregoing, Section 13.14 of the Loan Agreement is hereby incorporated into
this First Amendment and this First Amendment shall be deemed to be a Loan Document, subject to all of the terms and conditions contained
in Loan Agreement, as amended hereby, mutatis mutandi.


 


9.                 
Loan Document. This First Amendment is a “Loan Document” under and as defined in the Loan Agreement.


 


10.             
Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of the Borrower and the Administrative
Agent and their respective successors, assigns and legal representatives.


 


[Remainder of page
intentionally left blank]


 






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IN WITNESS WHEREOF, each of the parties hereto
has caused this Agreement to be executed by its proper and duly authorized officer as of the date first set forth above.


 


	 	BORROWERS:
	 	 
	 	BuzzFeed
    Media Enterprises, Inc.
	 	 
	 	By:	/s/
    Felicia DellaFortuna
	 	Name:	Felicia
    DellaFortuna
	 	Title:
    	Chief
    Financial Officer
	 	 
	 	BUZZFEED,
    INC.
	 	 
	 	By:
    	/s/
    Felicia DellaFortuna
	 	Name:
    	Felicia
    DellaFortuna
	 	Title:	Chief
    Financial Officer
	 	 
	 	BUZZFEED
    FC, INC.
	 	 
	 	By:
    	/s/
    Felicia DellaFortuna
	 	Name:
    	Felicia
    DellaFortuna
	 	Title:
    	Treasurer
	 	 
	 	BF
    ACQUISITION HOLDING CORP.
	 	 
	 	By:
    	/s/
    Felicia DellaFortuna
	 	Name:
    	Felicia
    DellaFortuna
	 	Title:	Treasurer
	 	 
	 	BUZZFEED
    MOTION PICTURES, INC.
	 	 
	 	By:
    	/s/
    Felicia DellaFortuna
	 	Name:
    	Felicia
    DellaFortuna
	 	Title:	Treasurer
	 	 
	 	ET
    ACQUISITION SUB, INC.
	 	 
	 	By:	/s/
    Felicia DellaFortuna
	 	Name:
      	Felicia
    DellaFortuna
	 	Title:
    	Treasurer




 






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	 	ET
    HOLDINGS ACQUISITION CORP.
	 	 
	 	By:	/s/
    Felicia DellaFortuna
	 	Name:	Felicia
    DellaFortuna
	 	Title:	Treasurer
	 	 
	 	THEHUFFINGTONPOST.COM,
    INC.
	 	 
	 	By:	/s/
    Felicia DellaFortuna
	 	Name:	Felicia
    DellaFortuna
	 	Title:	Treasurer
	 	 
	 	COMPLEX
    MEDIA, INC.
	 	 
	 	By:	/s/
    Felicia DellaFortuna
	 	Name:	Felicia
    DellaFortuna
	 	Title:	Treasurer
	 	 
	 	CM
    PARTNERS, LLC.
	 	 
	 	By:	/s/
    Felicia DellaFortuna
	 	Name:	Felicia
    DellaFortuna
	 	Title:	Treasurer
	 	 
	 	LEXLAND
    STUDIOS, INC.
	 	 
	 	By:	/s/
    Felicia DellaFortuna
	 	Name:	Felicia
    DellaFortuna
	 	Title:	Treasurer
	 	 
	 	PRODUCT
    LABS, INC.
	 	 
	 	By:	/s/
    Felicia DellaFortuna
	 	Name:  	Felicia
    DellaFortuna
	 	Title:	Treasurer




 






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	 	ADMINISTRATIVE
    AGENT, SWING LENDER and as a LENDER:
	 	 
	 	WHITE
    OAK COMMERCIAL FINANCE, LLC
	 	 
	 	By:	/s/
    Robert Dean
	 	Name:  	Robert
    Dean
	 	Title:	Executive
    Vice President




 






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