Exhibit
10.2


 


SIXTH
AMENDMENT TO FINANCING AND SECURITY AGREEMENT


 


This
SIXTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December
15, 2022, by and among THE ARENA PLATFORM, INC., a Delaware corporation, formerly known as Maven Coalition, Inc. (“Platform”),
THE ARENA GROUP HOLDINGS, INC., a Delaware corporation, formerly known as TheMaven, Inc. (“Holdings”), THE ARENA MEDIA BRANDS,
LLC, a Delaware limited liability company, formerly known as Maven Media Brands, LLC (“Brands”), THESTREET, INC., a Delaware
corporation (“TSI”), COLLEGE SPUN MEDIA INCORPORATED, a New Jersey corporation (“Spun”), ATHLON HOLDINGS, INC.,
a Tennessee corporation (“AHI”), and ATHLON SPORTS COMMUNICATIONS, INC., a Tennessee corporation (“ASC” and together
with Platform, Holdings, Brands, TSI, Spun, and AHI, collectively, jointly and severally, “Borrowers” and each a “Borrower”),
and SLR DIGITAL FINANCE LLC, formerly known as Fast Pay Partners LLC (“Lender”).


 


WHEREAS,
pursuant to that certain Financing and Security Agreement, made and entered into on February 6, 2020, by and among Initial Borrowers
and FPP Finance LLC (as amended, restated, supplemented or otherwise modified from time to time, the “FSA”); capitalized
terms used herein without definition shall have the respective meanings assigned to such terms in the FSA;


 


WHEREAS,
on or about April 30, 2021, FPP Finance LLC assigned all of its rights, interests and obligations in the FSA and related documents to
Lender (the “Loan Assignment”);


 


WHEREAS,
pursuant to the FSA, Lender has extended credit to Borrowers upon the terms and subject to the conditions set forth therein; and


 


WHEREAS,
Borrowers have requested that Lender amend the FSA in accordance with the terms of this Amendment.


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


 


1. All
capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the FSA. This Amendment and the terms
and provisions hereof, are incorporated in their entirety into the FSA by reference. In the event of any conflict between this Amendment
and the FSA, the terms of this Amendment shall prevail.


 




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2. Amendments
to the Financing Agreement.


 


a. The
General Rates and Fees box on the first page of the FSA is hereby amended by deleting such box in its entirety and replacing it
with the following:


 


	 	GENERAL
    RATES AND FEES	 
	 	 	 	 	 
	 	The
    items referenced below are subject to and defined within the provisions of this Agreement:	 
	 	 	 	 	 
	 	 	(a)	Maximum
    Line Amount: Forty Million Dollars ($40,000,000)	 
	 	 	(b)	Advance
    Rate: 85% of gross value of Invoices	 
	 	 	(c)	Minimum
    Invoice Size: Five thousand dollars ($5,000)	 
	 	 	(d)	Initial
    Financing Fee: A flat fee equal to 1/12 multiplied by the Facility Rate, based on the net amount Advanced with respect to any
    Invoice for a Financed Account (or the net amount Advanced for Advances not tied to any Invoice), for the initial 30-day period	 
	 	 	(e)	Additional
    Financing Fee: A monthly rate equivalent to 1/12 multiplied by the Facility Rate, prorated daily on the net amount Advanced outstanding
    with respect to any Invoice for a Financed Account (or the net amount Advanced outstanding for Advances not tied to any Invoice),
    commencing on day 31. For the purposes of this Agreement, “Facility Rate” means the sum of: (x) the Prime Rate
    plus (y) 4.00% per annum.	 
	 	 	(f)	Misdirected
    Payment Fee: Repayment of all Advances must be paid by the Account Debtor directly to Lender. In the event an Account Debtor
    fails to pay Lender directly, Lender will provide Borrower a grace period of five (5) business days to notify Lender of any Misdirected
    Payment and to forward the full amount of the Misdirected Payment to Lender otherwise Borrower may be assessed a Misdirected Payment
    Fee equaling 20% of the amount of such payment.	 
	 	 	(g)	Concentration
    Limit: The percentage of any debt from a single Account Debtor over the total amount outstanding from Borrower’s Financed
    Accounts must remain below 25%. In the event the percentage exceeds the foregoing limit, Lender may exercise its right not to finance
    more Accounts of said Account Debtor.	 
	 	 	(h)	Diligence
    Fee: $50,000. Lender acknowledges prior receipt of such Diligence Fee.	 
	 	 	(i)	Wire
    Fee: An amount equal to Thirty-Five Dollars ($35.00) to cover fees and costs associated with incoming and outgoing wire transfers
    to/from the Lockbox or as between Lender/Borrower.	 
	 	 	(j)	Termination:
    Subject to a fee equal to 2.25% of the Maximum Line Amount (the “Early Termination Fee”) with respect to any termination
    of this Agreement prior to December 31, 2024 (inclusive of any termination after an Event of Default and acceleration of the Obligations),
    Borrower may terminate this Agreement at any time upon 60 days prior written notice to Lender whereupon this Agreement shall terminate
    upon successful repayment of all outstanding Obligations inclusive of the Early Termination Fee and any amounts due under clauses
    (k) and (m) below for any period prior to the payment in full of the Obligations.	 
	 	 	(k)	Minimum
    Utilization: Borrower shall at all times utilize at least 10% of the Maximum Line Amount. The Financing Fees otherwise set forth
    herein shall be adjusted to reflect such minimum utilization.	 
	 	 	(l)	Maturity
    Date: All Obligations hereunder shall be immediately due and payable on December 31, 2024 (the “Maturity Date”),
    provided however, that notwithstanding the foregoing, if Borrower fails to achieve the Performance Milestone on or before August
    31, 2023, then the Maturity Date will be December 31, 2023 and all references to “Maturity Date” on and after August
    30, 2023 shall be deemed to reference December 31, 2023.	 
	 	 	(m)	Facility
    Fee: In consideration of Lender’s entering into this Agreement, Borrower shall pay to Lender an annual facility fee (the
    “Facility Fee”) of (a) 0.50% (fifty basis points) of the Maximum Line Amount simultaneously with the execution of this
    Agreement (the “Initial Facility Fee”), and (b) 0.50% (fifty basis points) of the Maximum Line Amount on each anniversary
    of the date hereof (each, an “Annual Facility Fee”); provided, however, as an accommodation to Borrower, (i) the Initial
    Facility Fee shall be due and payable in twelve (12) equal monthly installments, commencing on the date hereof and on each subsequent
    one-month anniversary of the date hereof until paid in full and (b) each Annual Facility Fee shall be due and payable in twelve (12)
    equal monthly installments, commencing on the first business day of the month immediately following the last installment payment
    of the Initial Facility Fee and, continuing thereafter, on the first business day of each subsequent month. Notwithstanding the foregoing,
    the unpaid balance of the Facility Fee shall be payable in full on the earlier of (a) the termination of this Agreement, (b) the
    Maturity Date, and (c) at Lender’s option, upon Lender’s declaration of an Event of Default. The entirety of the Facility
    Fee of 1.00% for the Term is deemed to be fully earned upon the execution of this Agreement.	 
	 	 	(n)	Performance
    Fee: If on or before June 30, 2023 Borrower fails to achieve the Performance Milestone, then Borrower shall pay to Lender a performance
    fee (the “Performance Fee”) in the amount of $20,000 which Performance Fee shall be fully earned, due and payable on
    July 1, 2023. 	 


 




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a. Section
5. Section 5 of the Financing and Security Agreement is hereby amended by adding the following new Sections 5.4 and 5.5:


 


“5.4.
Facility Fees. The Facility Fee, the Annual Facility Fee, and the Initial Facility Fee shall be fully earned and due and payable as set
forth in the General Rates and Fees.


 


5.5.
Performance Fee. The Performance shall be fully earned and due and payable as set forth in the General Rates and Fees.”


 


b. Section
8. Section 8 of the Financing and Security Agreement is hereby amended to read as follows:


 


“8.
Clearance Days. The receipt of any item of payment by Lender for the sole purpose of determining availability for borrowing hereunder,
subject to final payment of such item, shall be provisionally applied to reduce the Obligations on the date of receipt of such item of
payment by Lender; provided however, the receipt of such item of payment by Lender for the calculation of Initial Financing Fee and Additional
Financing Fee on the Obligations, shall not be deemed to have been paid to Lender until three (3) business days after the date of Lender’s
actual receipt of such item of payment. Notwithstanding anything to the contrary contained herein, payments received by Lender after
3:00 p.m. Pacific time shall be deemed to have been received by Lender as of the opening of business on the immediately following business
day.”


 


c. Section
12.5. Section 12.5 of the Financing and Security Agreement is hereby amended to read as follows:


 


12.5. Borrower
shall not: (a) create, incur, assume or permit to exist, any lien upon or with respect to any assets in which Lender now or hereafter
holds as a security interest; or (b) incur any indebtedness for borrowed money (provided that the payment of interest by the non-cash
capitalization thereof or the accretion of principal in lieu of the payment of cash interest shall not be deemed to constitute the incurrence
of indebtedness for purposes of this Section 12.5), in the case of clause (a) or clause (b), other than as set forth on Schedule 12.5
attached hereto. With respect to indebtedness not otherwise prohibited by the above-referenced clause (b), Borrower may enter into a
Permitted Refinancing.


 


d. Section
12.11. Section 12.11 of the Financing and Security Agreement is hereby amended by adding the following new clause (e) at the end
of such section:


 


“(e)
In the event Borrower is to make any payment in respect of the BRF Indebtedness, Borrower will provide to Lender on or before the date
of such payment, a certificate signed by Administrative Borrower’s Chief Financial Officer, certifying the amount of such payment,
the effective date of such payment and demonstrating compliance with Section 2.02(d) of the Intercreditor Agreement.”


 




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e. Section
17. Section 17.1 of the Financing and Security Agreement is hereby amended by deleting the “or” after clause (i) and
the “.” after clause (j), and adding the following new clause (k) after clause (j):


 


“,
or (k) if on or before September 30, 2023 Borrower fails to achieve the Performance Milestone.”


 


f. Section
36. The definitions of “Clearance Days” and “LIBOR Rate” set forth in Section 36 of the Financing and Security
Agreement are hereby deleted.


 


g. Section
36. The definition of “BRF Loan Agreement” in Section 36 of the Financing and Security Agreement is amended by replacing
such definition is its entirety with the following:


 


(f)
“BRF Loan Agreement” means that certain Third Amended and Restated Note Purchase Agreement, dated as of December 15,
2022, by and among Parent, the guarantors from time to time party thereto, each of the purchasers from time to time party thereto, and
BRF Agent, on behalf of itself and such purchasers, as may be amended, restated, supplemented or otherwise modified from time to time.


 


h. Section
36. Section 36 of the Financing and Security Agreement is hereby amended by adding the following definitions in the appropriate alphabetical
order:


 


““Annual
Facility Fee” – As stated within the General Rates and Fees.


 


“BRF
Obligations” means the “Obligations” as such term is defined in the BRF Loan Agreement as in effect of the Sixth Amendment
Effective Date.


 


“Facility
Fee” – As stated within the General Rates and Fees.


 


“Initial
Facility Fee” – As stated within the General Rates and Fees.


 


“Performance
Fee” – As stated within the General Rates and Fees.


 


“Performance
Milestone” means Borrower has achieved (or has caused the achievement of) any of the following: (x) the extension of the maturity
date of the Notes (as defined in the BRF Loan Agreement as in effect of the Sixth Amendment Effective Date) to a date no earlier than
March 31, 2025, (y) the Permitted Refinancing of the BRF Obligations or (z) the repayment in full of the BRF Obligations.


 


“Permitted
Refinancing” – means a refinancing or renewal of the indebtedness described in Schedule 12.5 so long as:


 


(a) such
refinancing or renewal does not result in an increase in the principal amount of such indebtedness so refinanced, renewed, or extended,
other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded
commitments with respect thereto,


 




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(b) such
refinancing or renewal does not result in a shortening of the final stated maturity of such indebtedness so refinanced or renewed (and
in respect of the refinancing or renewal of the BRF Obligations, the final maturity date thereunder may be no earlier than March 31,
2025), nor is such refinancing on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse
to the interests of the Lender,


 


(c) if
such indebtedness that is refinanced or renewed was subordinated in right of payment to the Obligations, then the terms and conditions
of the refinancing or renewal must include subordination terms and conditions that are satisfactory to Lender,


 


(d) if
such indebtedness that is refinanced or renewed was the subject of an intercreditor agreement, then, to the extent the refinancing or
renewal is in the form of secured debt, the terms and conditions of the refinancing or renewal must include an intercreditor agreement
in form and substance satisfactory to Lender,


 


(e) if
the subject indebtedness that is refinanced or renewed was unsecured, such refinancing, renewal or extension shall be unsecured,


 


(f) if
such indebtedness that is refinanced or renewed was secured (i) such refinancing or renewal shall be secured by substantially the same
or less collateral as secured such refinanced or renewed indebtedness on terms no less favorable to Lender and (ii) the Liens securing
such refinancing or renewal shall not have a priority more senior than the Liens securing such indebtedness that is refinanced, renewed
or extended, and


 


(g) such
refinancing or renewal is otherwise satisfactory to Lender.


 


“Prime
Rate” means the greater of: (a) six and one quarter percent (6.25%) and (b) the highest rate published from time to time by the
Wall Street Journal as the Prime Rate for such day, or, in the event the Wall Street Journal ceases to publish the Prime Rate, the base,
reference or other rate then designated by Wells Fargo Bank for general commercial loan reference purposes, it being understood that
such rate is a reference rate, not necessarily the lowest, established from time to time, which serves as the basis upon which effective
interest rates are calculated for loans making reference thereto (and, if any such announced rate is below zero, then the rate determined
pursuant to this clause (b) shall be deemed to be zero). The effective interest rate applicable to undersigned’s loans shall change
on the date of each change in the Wall Street Journal Prime Rate.


 


“Sixth
Amendment Effective Date” means December 15, 2022.”


 


i. Schedule
12.5. Schedule 12.5 of the Financing and Security Agreement is hereby amended by deleting all columns in respect of: (i) the first
loan document described (Amended and Restated Note Purchase Agreement, dated as of June 14, 2020) and (ii) the loan document captioned
“Second A&R Note Purchase Agreement, and by adding the following at the end of the first row to said schedule as follows:


 


	Name
    of Loan Document	 	Date
    of Issuance/Document	 	Holder
    of Permitted Indebtedness	 	Maximum
    Principal Amount May Not Exceed
	Third
    Amended and Restated Note Purchase Agreement, dated as of December 15, 2022.	 	December
    15, 2022; one or more additional borrowings may be incurred from time to time thereafter	 	BRF
    Finance Co., LLC and each person who becomes a purchaser under the BRF Loan Agreement	 	$123,618,754
    in principal

    Amount.

     



 




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3. CONDITIONS
TO EFFECTIVENESS:


 


This
Amendment shall become effective as of the first date upon which each of the following conditions is satisfied (the “Amendment
Effective Date”):


 


a. Documents.
Borrowers shall have delivered or caused to be delivered the following documents in form and substance reasonably satisfactory to Lender
(and, as applicable, duly executed and dated the Amendment Effective Date or an earlier date satisfactory to Lender):


 


i. Amendment.
A fully executed original of this Amendment.


 


ii. Payment
of Amendment Fee. Payment of an amendment fee in the amount of $10,000, which was fully earned and due and payable on the date Lender
charged the same to the Reserve Account.


 


iii. Third
Amended and Restated Note Purchase Agreement. A fully executed copy of the BRF Loan Agreement.


 


iv. Amendment
to Intercreditor Agreement. A fully executed copy of Amendment No. 2 to the Intercreditor Agreement.


 


v. Payment
of Legal Fees. Payment of all legal fees incurred by Lender in connection with this Amendment, which shall be charged by Lender to
the Reserve Account.


 


b. Representations
and Warranties. The representations and warranties of each Borrower set forth in the FSA and the other Loan Documents to which such
Borrower is a party shall be true and correct in all material respects (or in all respects with respect to any representation or warranty
which by its terms is limited as to materiality, in each case, after giving effect to such qualification) on and as of Amendment Effective
Date.


 


c. No
Default. Both before and after giving effect to this Amendment and the transactions contemplated thereby, no event shall have occurred
or be continuing or would result from the amendments contemplated hereby that would constitute an Event of Default or a default under
the FSA or the other Loan Documents.


 


d. Fees
and Expenses. Borrowers shall have paid all documented or invoiced fees, costs and expenses due and payable by Borrowers on or prior
to the Amendment Effective Date under the FSA and the other Loan Documents.


 


4. CONDITION
SUBSEQUENT. On or before the date that is 90 days after the Sixth Amendment Effective Date, Borrower shall have delivered to Lender
fully executed deposit account control agreements in respect of the deposit accounts maintained by Borrower at JPMorgan Chase Bank with
account number ending on 9355 and Wells Fargo Bank, N.A. with account numbers ending on 7030 and 0435, in form and substance satisfactory
to Lender. Failure to comply with the foregoing condition subsequent will constitute an immediate Event of Default under the Credit Agreement.


 




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5. MISCELLANEOUS:


 


a. Ratification,
Etc. Except as expressly amended hereby, the FSA and the other Loan Documents are hereby ratified and confirmed in all respects and
shall continue in full force and effect. This Amendment and the FSA shall hereafter be read and construed together as a single document,
and all references in the FSA or any other Loan Document shall hereafter refer to the FSA as amended by this Amendment.


 


b. Reaffirmation.
Each Borrower hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under FSA and
any other Loan Document to which it is a party and (b) ratifies and reaffirms its grant of security interests and liens and confirms
and agrees that such security interests and liens shall continue in full force and effect and ranks as continuing security for the payment
and discharge of the obligations secured thereunder, including, without limitation, all of the Obligations.


 


c. No
Waiver. Nothing contained in this Amendment shall be deemed to (a) constitute a waiver of any default or Event of Default that may
hereafter occur or heretofore have occurred and be continuing, (b) except as a result of the amendments expressly set forth in Section
I of this Amendment, otherwise modify any provision of the FSA or any other Loan Document, or (c) give rise to any defenses or counterclaims
to Lender’s right to compel payment of the Obligations when due or to otherwise enforce its rights and remedies under the FSA and
the other Loan Documents.


 


d. Governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF CALIFORNIA.


 


e. Counterparts;
Effectiveness. This Amendment may be executed via facsimile or other electronic method of transmission in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but
all of which counterparts together shall constitute one and the same instrument.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, each of the undersigned has duly executed this Sixth Amendment to Financing and Security Agreement as of the date
first above written.


 


	 	BORROWERS:
	 	 	 
	 	THE ARENA PLATFORM, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Douglas B. Smith
	 	Name:	Douglas B. Smith
	 	Title:	Secretary and Treasurer
	 	 	 
	 	THE ARENA GROUP HOLDINGS, INC., 
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Douglas B. Smith
	 	Name:	Douglas B. Smith
	 	Title:	Chief Financial Officer
	 	 	 
	 	THE ARENA MEDIA BRANDS, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Douglas B. Smith             
	 	Name:	Douglas B. Smith
	 	Title:	Secretary and Treasurer
	 	 	 
	 	THESTREET, INC.
	 	 	 
	 	By:	/s/ Douglas B. Smith
	 	Name:	Douglas B. Smith
	 	Title:	Chief Financial Officer, Secretary and Treasurer
	 	 	 
	 	COLLEGE SPUN MEDIA INCORPORATED
	 	 	 
	 	By:	/s/ Douglas B. Smith
	 	Name:	Douglas B. Smith
	 	Title:	Chief Financial Officer, Secretary and Treasurer


 


	 	ATHLON HOLDINGS, INC., 
	 	a Tennessee corporation
	 	 	 
	 	By:	/s/ Douglas B. Smith                   
	 	Name:	Douglas B. Smith
	 	Title:	Chief Financial Officer, Treasurer and Secretary
	 	 	 
	 	ATHLON SPORTS COMMUNICATIONS, INC., a Tennessee corporation
	 	 	 
	 	By:	/s/ Douglas B. Smith
	 	Name:	Douglas B. Smith
	 	Title:	Chief Financial Officer, Treasurer and Secretary



 


Sixth Amendment to Financing and
Security Agreement


 






    	 



     


    

 


	 	LENDER:
	 	 	 
	 	SLR DIGITAL FINANCE LLC,
	 	 	 
	 	By:	/s/ Danielle Baldaro
	 	Name:	Danielle Baldaro
	 	Title:	SVP, DF Portfolio Manager


 


Sixth
Amendment to Financing and Security Agreement