Exhibit
10.1


 


Third
Amended and Restated Note Purchase Agreement


 


dated
as of December 15, 2022


 


by
and among


 


The
Arena Group Holdings, Inc.,


as
the Borrower,


 


The
Guarantors Named Herein,


 


BRF
Finance Co., LLC, 


as
Agent and a Purchaser,


 


and


 


The
Other Purchasers From Time to Time Party Hereto


 




    	 



    	 



    

 


THIRD
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT


 


This
THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 15, 2022 and entered
into by and among The Arena Group Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from
time to time party hereto, each of the Purchasers (as defined herein) from time to time named on Schedule I attached hereto and
BRF Finance Co., LLC, in its capacity as agent for the Purchasers (“Agent”).


 


RECITALS


 


The
Borrower, the Guarantors, the Purchasers and the Agent are parties to a Note Purchase Agreement, dated as of June 10, 2019 (as
amended prior to the Second Amended and Restated Note Purchase Agreement, the “Original Note Purchase Agreement”),
as such Original Note Purchase Agreement was amended and restated in its entirety by that certain Amended and Restated Note Purchase
Agreement, dated as of June 14, 2019, as such Amended and Restated Note Purchase Agreement was amended and restated in its entirety
by that certain Second Amended and Restated Note Purchase Agreement dated March 24, 2020 (the “Second Amended and Restated
Note Purchase Agreement”), as such Second Amended and Restated Note Purchase Agreement was amended by that certain
Amendment No. 1 to Second Amended and Restated Note Purchase Agreement, dated as of October 23, 2020, that certain Amendment No. 2
to Second Amended and Restated Note Purchase Agreement, dated as of May 19, 2021, that certain Amendment No. 3 to Second Amended and
Restated Note Purchase Agreement dated December 6, 2021, and that certain Amendment No. 4 to Second Amended and Restated Note
Purchase Agreement dated January 23, 2022 (and as further amended and in effect immediately prior to the Third A&R Effective
Date referred to below, the “Existing Note Purchase Agreement”).


 


The
Borrower, the Guarantors, the Purchasers and the Agent have agreed to amend and restate the Existing Note Purchase Agreement on the terms
set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrower, Guarantors,
Agent and Purchasers agree as follows:


 


SECTION
1. DEFINITIONS AND ACCOUNTING TERMS


 


1.1. Certain
Defined Terms. The capitalized terms not otherwise defined in this Agreement shall have the meanings set forth below:


 


“A&R
Effective Date” means June 14, 2019.


 


“A&R
Notes” means the additional notes purchased by the Purchasers from the Borrower on the A&R Effective Date in the amounts
set forth on Schedule I under the heading “A&R Notes”.


 


“ABG
License” means that certain Licensing Agreement dated as of the A&R Effective Date by and between the Borrower, as licensee,
and ABG-SI LLC, a Delaware limited liability company, as licensor.


 




    	 



    	 



    

 


“ABG-SI
License” means that certain Content Creation and Licensing Agreement, dated as of May 24, 2019, by and between Meredith Corporation,
ABG-SI LLC and, solely for purposes of Section 1 of Schedule C thereto, ABG Intermediate Holdings 2 LLC, as in effect on the A&R
Effective Date.


 


“Affiliate”
means, with respect to any Person, another Person: (a) directly or indirectly controlling, controlled by, or under common control with,
the Person specified; (b) directly or indirectly owning or holding ten percent (10%) or more of any Equity Interest in the Person specified;
or (c) ten percent (10%) or more of whose stock or other Equity Interest having ordinary voting power for the election of directors or
the power to direct or cause the direction of management, is directly or indirectly owned or held by the Person specified; provided,
however, that neither Agent nor any Purchaser shall be an Affiliate of any Note Party or of any Subsidiary of any Note Party for purposes
of this definition. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”) means the possession directly or indirectly of the power to
direct or cause the direction of the management and policies of a Person, whether through the ownership of Equity Interests, or by contract
or otherwise.


 


“Agent”
has the meaning assigned to that term in the introductory paragraph, together with any successor Agent appointed pursuant to Section
9.1(G).


 


“Agreement”
has the meaning assigned to that term in the introductory paragraph hereof.


 


“Amended
and Restated Fee Letter” means that certain fee letter dated as of the A&R Effective Date between the Borrower and the
Agent.


 


“Anti-Terrorism
Laws” means (i) the Money Laundering Control Act of 1986 (i.e., 18 U.S.C. §§ 1956 and 1957), (ii) the Bank Secrecy
Act, as amended by the USA PATRIOT Act, (iii) the laws, regulations and Executive Orders administered by the United States Department
of the Treasury’s Office of Foreign Assets Control (“OFAC”), (iv) the Comprehensive Iran Sanctions, Accountability,
and Divestment Act of 2010 and implementing regulations by the United States Department of the Treasury, (v) the Proceeds of Crime (Money
Laundering) and, to the extent applicable to the Borrower or any of its Subsidiaries, the Terrorist Financing Act (Canada), (vi) any
law enacted in the United States or any other jurisdiction in which the Borrower or any of its Subsidiaries operate prohibiting or directed
against terrorist activities or the financing of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), (vii) the foreign
asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any enabling legislation
or executive order relating thereto, or (viii) any similar laws relating to terrorism or money laundering enacted in the United States
or any other jurisdictions in which the Borrower or any of its Subsidiaries operate, as any of the foregoing laws may from time to time
be amended, renewed, extended, or replaced and all other legal requirements of any Governmental Authority governing, addressing, relating
to, or attempting to eliminate, terrorist acts and acts of war and any regulations promulgated pursuant thereto.


 


“Applicable
ECF Percentage” means, for any Fiscal Quarter, (a) if Excess Cash Flow is greater than or equal to $5,000,000, fifty percent
(50%), and (b) if Excess Cash Flow is less than $5,000,000, thirty percent (30%).


 




    	 



    	 



    

 


“Applicable
Law” means all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Note Document or contract
in question, including all applicable common law and equitable principles; all provisions of all applicable state, provincial, federal
and foreign constitutions, statutes, rules, regulations and orders of any Governmental Authority, and all orders, judgments and decrees
of all applicable courts and arbitrators.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Purchaser, (b) an Affiliate of a Purchaser or (c) an entity or
an Affiliate of an entity that administers or manages a Purchaser.


 


“Asset
Disposition” means the disposition, whether by sale, lease, transfer, loss, damage, destruction, condemnation or otherwise,
of any or all of the assets of any Note Party or any of its Subsidiaries, other than sales or other dispositions expressly permitted
under Section 7.3(A).


 


“Assignment
and Assumption Agreement” means an assignment and assumption Agreement in form acceptable to Agent.


 


“B.
Riley” means BRF Finance Co., LLC and any Affiliate thereof as a Purchaser hereunder.


 


“Bankruptcy
Code” means Title 11 of the United States Code, or any similar Federal or state law for the relief of debtors.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. §1010.230, as amended.


 


“Blocked
Person” has the meaning assigned to that term in Section 4.11(B).


 


“Borrower”
has the meaning assigned to that term in the introductory paragraph of this Agreement.


 


“BRF
Finance Co. Letter of Credit” means that certain Irrevocable Standby Letter of Credit No. MV-0001, dated as of February 7,
2020, by and between BRF Finance Co., LLC as the issuer and the BRF Finance Co. Letter of Credit Beneficiary, not to exceed the BRF Finance
Co. Letter of Credit Cap.


 


“BRF
Finance Co. Letter of Credit Beneficiary” means Saks & Company LLC in its capacity as beneficiary under the BRF Finance
Co. Letter of Credit.


 


“BRF
Finance Co. Letter of Credit Cap” means $3,024,232.


 


“Business
Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York
or is a day on which banking institutions located in any such state are closed.


 


“Capital
Expenditures” means expenditures made or liabilities incurred for the acquisition of any fixed assets or improvements (or of
any replacements or substitutions thereof or additions thereto) which, in accordance with GAAP, would be classified as capital expenditures.


 




    	 



    	 



    

 


“Capitalized
Lease Obligation” means any Indebtedness of any Note Party represented by obligations under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP.


 


“Certificate
of Exemption” has the meaning assigned to that term in Section 2.7.


 


“Change
in Control” means each occurrence of any of the following:


 


(a) the
acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) (other than
by B. Riley) of beneficial ownership of more than 50% of the aggregate outstanding voting or economic power of the Equity Interests of
the Borrower;


 


(b) the
Borrower shall cease to have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of 100% of the aggregate voting or
economic power of the Equity Interests of each other Note Party (other than in connection with any transaction explicitly permitted hereunder),
free and clear of all Liens; or


 


(c) a
“Change in Control” (or any comparable term or provision) occurs under or with respect to (i) any of the Equity Interests
of the Borrower or any of its Subsidiaries, (ii) any Subordinated Indebtedness Document, or (iii) any Indebtedness of the Borrower or
any of its Subsidiaries having an aggregate principal amount outstanding in excess of $500,000.


 


“Charges”
means all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross income, gross
receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll,
employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments,
liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts,
imposed by any taxing or other Governmental Authority, domestic or foreign (including, without limitation, the PBGC or any environmental
agency or superfund), upon the Collateral, the Note Parties or any of their Affiliates, except Excluded Taxes.


 


“Closing
Date” means June 10, 2019.


 


“Collateral”
means all property (whether real or personal, movable or immovable) with respect to which any security interests have been granted (or
purported to be granted) pursuant to any Security Document.


 


“Common
Stock” means the Borrower’s common stock, $0.01 par value per share.


 


“Confirmation
and Ratification Agreement” means each of (a) that certain Confirmation and Ratification of Ancillary Note Documents and Amendment
to Pledge and Security Agreement dated as of the A&R Effective Date by and among the Borrower, each Guarantor, and the Agent (ii)
that certain Confirmation and Ratification of Ancillary Note Documents dated as of the Second A&R Effective Date by and among the
Borrower, each Guarantor, and the Agent and (iii) that certain Confirmation and Ratification of Ancillary Note Documents dated as of
the Third A&R Effective Date by and among the Borrower, each Guarantor, and the Agent.


 




    	 



    	 



    

 


“Control
Agreement” has the meaning assigned to that term in Section 4.9(A).


 


“Conversion
Election” has the meaning assigned to that term in Section 2.4(D).


 


“Conversion
Election Payment Date” has the meaning assigned to that term in Section 2.1(C)(1).


 


“Conversion
Portion” means an amount equal to 28% of the aggregate cash proceeds raised by the Borrower from the issuance and sale of Series
K Preferred Stock during the Series K Exception Period.


 


“Debt
Payments” means for any period, in each case, all cash actually expended by any Note Party to make: (a) interest payments on
the Notes, plus (b) principal payments on the Note, plus (c) payments for all fees, commissions and charges set forth herein, plus (d)
payments on Capitalized Lease Obligations, plus (e) payments in cash with respect to any other Indebtedness for borrowed money permitted
hereunder.


 


“Default”
means a condition, act or event that, after notice or lapse of time or both, would constitute an Event of Default if that condition,
act or event were not cured or removed within any applicable grace or cure period.


 


“Default
Rate” means a rate of interest per annum equal to the rate of interest otherwise in effect from time to time pursuant to the
terms of this Agreement plus 4.00%.


 


“Delayed
Draw PIK Amounts” has the meaning provided in Section 2.1(C)(2).


 


“Delayed
Draw Term Notes” means the notes purchased by the Delayed Draw Term Note Purchasers from the Borrower on any Delayed Draw Term
Note Advance Date in an aggregate principal amount of up to Twelve Million Dollars ($12,000,000).


 


“Delayed
Draw Term Note Advance Date” means a date each of the conditions in Section 3.1(B) are satisfied and the advances under
the Delayed Draw Term Notes requested on such date are funded.


 


“Delayed
Draw Term Note Option” means for any Delayed Draw Term Note Purchaser, such Delayed Draw Term Note Purchaser’s option
to purchase the Delayed Draw Term Notes hereunder up to the principal amount set forth in Schedule I as such amount shall be automatically
reduced from time to time upon the (x) termination thereof by the Borrower, or (y) funding of Delayed Draw Term Notes. The aggregate
Delayed Draw Term Notes Options on the Third A&R Effective Date are Two Million Seventy-One Thousand Nine Hundred and Ninety-Nine
Dollars ($2,071,999).


 


“Delayed
Draw Term Note Purchaser” shall mean each Person having a Delayed Draw Term Note Option or holding a portion of the outstanding
Delayed Draw Term Notes.


 


“Delayed
Draw Term Note Termination Date” has the meaning assigned to that term in Section 2.1(B).


 




    	 



    	 



    

 


“Delayed
Draw Term Notes First Maturity Date” means, with respect to the Delayed Draw Term Notes issued on the Second A&R Effective
Date plus the next $1,086,135 in aggregate principal amount of Delayed Draw Term Notes (including Delayed Draw PIK Amounts) issued after
the Second A&R Effective Date, the earlier of (i) March 31, 2022; provided that such date shall be extended to December 31,
2022 in the event that the Specified Equity Issuance shall have been consummated, or (ii) the date that the Obligations have been accelerated
pursuant to and in accordance with the terms of this Agreement.


 


“Delayed
Draw Term Notes Second Maturity Date” means, with respect any portion of the Delayed Draw Term Notes that do not mature on
the Delayed Draw Term Notes First Maturity Date, the earlier of (i) the Existing Notes Maturity Date or (ii) the date that the Obligations
have been accelerated pursuant to and in accordance with the terms of this Agreement.


 


“EBITDA”
shall mean for any period with respect to the Note Parties on a consolidated basis; the sum of (a) net income (or loss) for such period
(excluding (x) extraordinary gains, (y) extraordinary non-recurring non-cash losses and extraordinary non-recurring charges and expenses,
and (z) other items from time to time consented to in writing by Agent in its sole discretion), plus (b) all interest expense for such
period, plus (c) tax expense based on income, profits or capital, including federal, state, local, excise franchise and similar taxes,
plus (d) depreciation expenses for such period, plus (e) amortization expenses for such period.


 


“Employee
Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA (other than a Multiemployer
Plan) which is subject to ERISA and (a) which is maintained by the Borrower, any Subsidiary or any ERISA Affiliate, or (b) with respect
to which the Borrower, any Subsidiary or any ERISA Affiliate contributes or has an obligation to contribute.


 


“Equity
Interests” of any Person means any and all shares, rights to purchase, options, warrants, general, limited or limited liability
partnership interests, member interests, participation, or other equivalents of or interest in (regardless of how designated) equity
of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity
security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange
Act).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute and all rules and
regulations promulgated thereunder.


 


“ERISA
Affiliate” means any Person, which together with the Borrower or a Subsidiary, would be deemed to be a “single employer”
within the meaning of Section 414(b) or (c) of the IRC, or, solely for purposes of Section 302 of ERISA and Section 412 of the IRC, would
be treated as a single employer under Section 414(m) or (o) of the IRC.


 


“Event
of Default” has the meaning assigned to that term in Section 8.1.


 


“Excess
Cash Flow” means, for any fiscal period, in each case for the Note Parties on a consolidated basis, EBITDA, minus each of the
following, to the extent actually paid in cash during such fiscal period and without duplication: (a) Capital Expenditures, (b) tax expense
based on income, profits or capital, including federal, state, local, excise franchise and similar taxes, (c) dividends and distributions
permitted by this Agreement, and (d) Debt Payments; provided that, in no event shall Excess Cash Flow be less than zero ($0.00).


 




    	 



    	 



    

 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Excluded
Account” means (a) payroll accounts, trust accounts, escrow accounts, accounts used exclusively, and within the ordinary course
of business, for withholding tax, goods and services tax, sales tax or payroll tax and other fiduciary accounts and (b) zero balance
disbursement accounts.


 


“Excluded
Shares” has the meaning assigned to that term in Section 2.4(A)(2).


 


“Excluded
Taxes” has the meaning assigned to that term in Section 2.7(A).


 


“Executive
Order No. 13224” means the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has
been, or shall hereafter be, renewed, extended, amended or replaced.


 


“Existing
Note Purchase Agreement” has the meaning assigned to that term in the Recitals hereto.


 


“Existing
Notes” has the meaning assigned to that term in Section 2.1(A).


 


“Existing
Notes Maturity Date” means the earlier of (i) December 31, 2022; provided that such date shall be extended to December
31, 2023 in the event that the Specified Equity Issuance shall have been consummated, or (ii) the date that the Obligations have been
accelerated pursuant to and in accordance with the terms of this Agreement.


 


“FATCA”
means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and
any agreement entered into pursuant to Section 1471(b)(1) of the IRC and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreements, treaty or convention among Governmental Authorities implementing such Sections of the IRC.


 


“Fee
Letters” means, collectively, the Amended and Restated Fee Letter, the First Amendment Fee Letter and the Second Amended and
Restated Fee Letter.


 


“First
Amendment” means the First Amendment to Amended and Restated Note Purchase Agreement dated as of the First Amendment Effective
Date, by and among the Borrower, the Guarantors, the Purchasers and the Agent.


 


“First
Amendment Effective Date” means August 27, 2019.


 


“First
Amendment Fee Letter” means that certain fee letter dated as of the First Amendment Effective Date between the Borrower and
the Agent.


 




    	 



    	 



    

 


“First
Amendment Notes” means the additional notes purchased by the Purchasers from the Borrower on the First Amendment Effective
Date in the amounts set forth on Schedule I under the heading “First Amendment Notes”.


 


“First
Closing Date” means the first Closing Date (as defined in the Securities Purchase Agreement).


 


“Fiscal
Month” means any of the monthly accounting periods of the Borrower ending on the last day of each calendar month.


 


“Fiscal
Quarter” means, with respect to the Borrower and its Subsidiaries, each three month period ending on March 31st,
June 30th, September 30th and December 31st.


 


“Fiscal
Year” means, with respect to the Borrower and its Subsidiaries, each four (4) Fiscal Quarter period ending on December 31st
in each year.


 


“Foreign
Purchaser” has the meaning assigned to that term in Section 2.7(B).


 


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its activities.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that
are applicable to the circumstances as of the date of determination.


 


“Governmental
Authority” means (i) any international, foreign, federal, state, provincial, county or municipal government, or political subdivision
thereof, (ii) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public
body or (iii) any court or administrative tribunal of competent jurisdiction.


 


“Guarantor(s)”
means, collectively, each Subsidiary Guarantor and any other Person which guarantees the Obligations.


 


“Guaranty”
means any guaranty of the Obligations executed by a Guarantor in favor of Agent, for its benefit and for the ratable benefit of the Secured
Parties, in form and substance satisfactory to Agent, including pursuant to Section 10.


 


“Hazardous
Material” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant
to, any environmental laws or regulations as “hazardous substances”, “hazardous materials”, “hazardous
wastes”, “toxic substances” or any other formulation intended to define, list or classify substances by reason of deleterious
properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity; (b) oil, petroleum or petroleum derived substances,
natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources; (c) any flammable substances or explosives or any radioactive
materials; and (d) asbestos in any form or electrical equipment which contains any oil or dielectric fluid containing polychlorinated
biphenyls.


 




    	 



    	 



    

 


“Indebtedness”,
as applied to any Person, means without duplication: (a) all indebtedness for borrowed money; (b) obligations under leases which in accordance
with GAAP constitute capital leases; (c) notes payable and drafts accepted representing extensions of credit whether or not representing
obligations for borrowed money; (d) any obligation owed for all or any part of the deferred purchase price of property or services (other
than (i) trade accounts and accrued expenses payable in the ordinary course of business and not outstanding for more than sixty (60)
days after the date on which such trade account payable was created, and (ii) accruals for payroll and other liabilities accrued in the
ordinary course of business); (e) all Indebtedness of another Person secured by any Lien on any property or asset owned or held by such
Person regardless of whether the Indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit
of such Person (but excluding, for the avoidance of doubt, letters of credit and similar instruments) and only to the extent of the fair
market value of such property or assets; (f) all direct or contingent obligations of such Person arising under letters of credit (including
standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (g) all net obligations of
such Person under interest rate protection agreement, foreign currency exchange agreement or other interest or currency exchange rate,
interest rate swap, or other similar agreements, (h) any advances under any factoring arrangement; (i) the principal balance outstanding
under any synthetic lease, off-balance sheet loan or similar off-balance sheet financing product; and (j) all guarantees by such Person
of Indebtedness of others, to the extent of the liability of such Person under such guarantee.


 


“Indemnified
Liabilities” has the meaning assigned to that term in Section 11.2.


 


“Indemnitees”
has the meaning assigned to that term in Section 11.2.


 


“Intellectual
Property” has the meaning assigned to that term in the Security Agreement.


 


“IRC”
means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute and all rules and regulations promulgated
thereunder.


 


“IRS”
means the United States of America Internal Revenue Service or any successor thereto.


 


“Liabilities”
has the meaning given that term in accordance with GAAP and shall include, without limitation, Indebtedness.


 


“Letter
of Credit Amount” has the meaning assigned to that term in Section 2.1(E).


 


“Letter
of Credit Draw” has the meaning assigned to that term in Section 2.1(E).


 


“Lien”
means any lien (statutory or otherwise), mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind, whether
voluntary or involuntary (including any conditional sale or other title retention agreement, any lease in the nature thereof, any trust,
and any agreement to give any security interest).


 




    	 



    	 



    

 


“Material
Adverse Effect” means a material adverse effect on (a) the business, operations, properties, assets or financial condition
of the Borrower and its Subsidiaries taken as a whole; (b) the ability of the Note Parties (taken as a whole) to perform their respective
obligations under the Note Documents, (c) the ability of Agent or any Purchaser to enforce or collect on the Obligations (after giving
effect to any consents, waivers, amendments or other modifications not prohibited hereunder); or (d) the rights, remedies and benefits
available to, or conferred upon, Agent and the Purchasers under the Note Documents.


 


“MJ
Acquisition” means the acquisition by The Arena Media Brands, LLC, a wholly-owned subsidiary of Borrower, of certain assets
related to the Men’s Journal and Adventure Sports Network businesses from Weider Publications, LLC and A360 Media, LLC, pursuant
to the terms of the MJ Acquisition Documents.


 


“MJ
Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of December 7, 2022, among The Arena Media Brands,
LLC, Weider Publications, LLC and A360 Media, LLC.


 


“MJ
Acquisition Documents” means, collectively, (i) the MJ Acquisition Agreement, and (ii) all related agreements entered into
in connection with the MJ Acquisition, in each case of the preceding clauses (i)-(ii), in form and substance satisfactory to the Agent
and the Purchasers.


 


“Multiemployer
Plan” means any “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA) which is subject
to ERISA and to which the Borrower, any Subsidiary Guarantor or any ERISA Affiliate contributes or has an obligation to contribute.


 


“New
York Lease” means that certain sublease entered into on January 14, 2020, which is expected to become effective on or about
February 1, 2020, by and between Maven Coalition, Inc., as tenant, and Saks & Company LLC, as sublandlord.


 


“Note
Documents” means this Agreement, the Security Documents, the Notes (if any), the BRF Finance Co. Letter of Credit, the Fee
Letters, the Perfection Certificate, the SLR Intercreditor Agreement, any Subordination Agreements, the Side Letter, each Confirmation
and Ratification Agreement, and all other agreements executed by or on behalf of any Note Party and delivered concurrently herewith or
at any time hereafter to or for the Agent or any Purchaser in connection with the Notes, all as amended, restated, supplemented or modified
from time to time.


 


“Note
Party” means the Borrower and each Guarantor.


 


“Notes”
means the Existing Notes, the Delayed Draw Term Notes and the Third A&R Notes.


 


“Obligations”
means all obligations, liabilities and indebtedness of every nature of each Note Party from time to time owed to Agent, any Purchaser
or any other Secured Party under the Note Documents (whether incurred before or after the Existing Notes Maturity Date, the Delayed Draw
Term Notes First Maturity Date or the Delayed Draw Term Notes Second Maturity Date, as applicable).


 




    	 



    	 



    

 


“OFAC
Sanctions Programs” means the laws, regulations and Executive Orders administered by OFAC, including but not limited to, Executive
Order No. 13224 on Terrorist Financing, effective September 24, 2001, as it has been or shall thereafter be renewed, extended, amended,
or replaced, and the list of Specially Designated Nationals and Blocked Persons administered by OFAC, as such list may be amended from
time to time.


 


“Original
Note Purchase Agreement” has the meaning assigned to that term in the Recitals hereto.


 


“Original
Notes” means the notes purchased by the Purchasers from the Borrowers under the Original Note Purchase Agreement in the amounts
set forth on Schedule I under the heading “Original Notes”.


 


“PBGC”
means the Pension Benefit Guaranty Corporation established pursuant to Title IV of ERISA, or any successor agency or other Governmental
Authority succeeding to the functions thereof.


 


“Pension
Benefit Plan” means any Employee Benefit Plan subject to the provisions of Title IV of ERISA or the minimum funding standards
under Section 412 of the IRC.


 


“Perfection
Certificate” means the Perfection Certificate and the responses thereto provided by Note Parties and delivered to Agent.


 


“Permitted
Encumbrances” means the following types of Liens:


 


(a) Liens
for Taxes not yet due and payable, or being Properly Contested;


 


(b) statutory
Liens of landlords, carriers, warehousemen, mechanics, vendors, materialmen and other similar liens imposed by law, which are incurred
in the ordinary course of business for sums not more than thirty (30) days delinquent or remain payable without penalty or which are
being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the
forfeiture or sale of the property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;


 


(c) Liens
(other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, statutory obligations, surety and appeal bonds, bids, leases,
government contracts, performance and return of money bonds, trade contracts and other similar obligations (exclusive of obligations
for the payment of borrowed money); provided, that, for the avoidance of doubt, any grant of a security interest under the UCC in the
Collateral shall not be permitted under this sub-clause (c);


 


(d) zoning
restrictions, building codes, land use laws, easements, licenses, reservations, provisions, covenants, waivers, rights-of-way, restrictions,
minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, Liens and other encumbrances incurred,
created, assumed or permitted to exist and arising by, through or under a landlord, ground lessor or owner of the leased property, with
or without consent of the lessee) and other similar charges or encumbrances with respect to real property not interfering in any material
respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries and which do not secure obligations for
payment of money;


 




    	 



    	 



    

 


(e) Liens
in favor of Agent, on behalf of itself and the other Secured Parties;


 


(f) Liens
pursuant to the SLR Indebtedness Documents;


 


(g) subject
to Section 5.8, Liens existing on the Third A&R Effective Date set forth on Schedule 7.3(B) including replacement Liens,
provided, that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased,
(iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations
secured or benefited thereby is permitted by Section 7.1(B);


 


(h) precautionary
financing statements filed in connection with operating leases;


 


(i) Liens
consisting of judgment or judicial attachment liens with respect to judgments the existence of which do not constitute an Event of Default;
provided, that, the holder of such judgment Lien has not commenced any enforcement action;


 


(j) licenses,
sublicenses, leases or subleases (including any license of Intellectual Property) granted to third parties in the ordinary course of
business or not materially interfering with the business of the Borrower or any of its Subsidiaries;


 


(k) Liens
in favor of collecting banks arising under Section 4-210 of the UCC;


 


(l) Liens
arising from customary rights of set-off, revocation, refund or chargeback in favor of a bank or other depositary institution where the
Borrower or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business;


 


(m) Liens
consisting of contractual obligations of the Borrower or any of its Subsidiaries to sell or otherwise dispose of assets solely to the
extent such disposition is permitted hereunder; and


 


(n) Liens
consisting of customary security deposits under operating leases entered into by the Borrower or a Subsidiary in the ordinary course
of business.


 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability
partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts
or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.


 


“PIK
Amounts” has the meaning provided in Section 2.1(C)(1).


 




    	 



    	 



    

 


“Projections”
has the meaning assigned to that term in Section 5.1(D).


 


“Properly
Contested” means, in the case of any Taxes of any Person that are not paid as and when due or payable by reason of such Person’s
bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Taxes are being properly contested
in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves
as shall be required in conformity with GAAP; (c) the non-payment of such Taxes will not have a Material Adverse Effect or will not result
in the forfeiture of any assets of such Person; (d) no Lien is imposed upon any of such Person’s assets with respect to such Taxes
unless such Lien (x) is at all times junior and subordinate in priority to the Liens in favor of the Agent (except only with respect
to property Taxes that have priority as a matter of Applicable Law) and (y) enforcement of such Lien is stayed during the period prior
to the final resolution or disposition of such dispute.


 


“Public
Offering Indebtedness” means Indebtedness consisting of unsecured notes to be sold pursuant to an underwritten public offering
for whom B. Riley Securities, Inc. is acting as representative of the underwriters in the offering, which Indebtedness (a) shall have
a maturity date that is at least 181 days later than the Existing Notes Maturity Date, and (b) shall have terms (including without limitation,
payment terms, interest rating covenants, remedies, defaults and other material terms) reasonably satisfactory to the Agent and the Purchasers.


 


“Purchaser”
or “Purchasers” means, either the purchasers of the Existing Notes or the Third A&R Notes or the Delayed Draw
Term Note Purchasers, as the context may require, from time to time or at any time, and each assignee thereof that becomes party to this
Agreement in accordance with its terms.


 


“Register”
has the meaning assigned to that term in Section 11.12(C).


 


“Reportable
Event” means a reportable event described in Section 4043(c) of ERISA or the regulations promulgated thereunder other than
an event for which the requirement to provide notice to the PBGC has been waived.


 


“Requisite
Purchasers” means, at any time, Purchasers holding more than fifty percent (50.00%) of the sum of (a) the principal amount
outstanding under the Existing Notes and the Third A&R Notes, plus (b) the outstanding Delayed Draw Term Note Options at such time.


 


“Responsible
Officer” means the president, any vice president, the chief financial officer, the director of finance or the controller of
any Note Party or any other officer having substantially the same authority and responsibility.


 


“Restricted
Junior Payment” means: (a) any dividend or other distribution, direct or indirect, on account of any Equity Interests of the
Borrower or any of its Subsidiaries now or hereafter outstanding; (b) any payment or prepayment of principal of, premium, if any, or
interest on, or any redemption, conversion, exchange, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any Equity Interests of the Borrower or any of its Subsidiaries now or hereafter outstanding; (c) any
payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any Equity
Interests of the Borrower or any of its Subsidiaries now or hereafter outstanding; (d) any payment by any Note Party of any management,
consulting or similar fees to any Affiliate of the Borrower or any of its Subsidiaries, whether pursuant to a management agreement or
otherwise; (e) any voluntary prepayment of any Indebtedness of the Borrower or any of its Subsidiaries (other than the Obligations),
or (f) any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance,
sinking fund or similar payment with respect to any Subordinated Indebtedness or the Public Offering Indebtedness.


 




    	 



    	 



    

 


“SEC”
means the United States Securities and Exchange Commission.


 


“Second
A&R Closing” has the meaning has the meaning assigned to that term in Section 2.2(A).


 


“Second
A&R Effective Date” means March 24, 2020.


 


“Second
Amended and Restated Fee Letter” means that certain fee letter dated as of the Second A&R Effective Date between the Borrower
and the Agent.


 


“Second
Amended and Restated Note Purchase Agreement” has the meaning assigned to that term in the Recitals hereto.


 


“Secured
Parties” means Agent, any Purchaser and any Indemnitees.


 


“Securities
Act” means the Securities Act of 1933, as amended and together with all rules, regulations and interpretations thereunder or
related thereto.


 


“Security
Agreement” means that certain Pledge and Security Agreement dated as of the Closing Date by and among the Note Parties and
Agent (as amended, modified, supplemented or restated from time to time).


 


“Security
Documents” means the Security Agreement and all other agreements as shall from time to time secure or relate to the Obligations,
or any part thereof (in each case, as amended, modified, supplemented or restated from time to time).


 


“Securities
Purchase Agreement” means that certain Securities Purchase Agreement, dated as of May 19, 2021, by and among the Borrower and
the purchasers identified on the signature pages thereto, as amended, restated, supplemented or otherwise modified from time to time.


 


“Series
K Exception Period” has the meaning assigned to that term in Section 2.4(A)(2).


 


“Series
K Preferred Stock” means the Borrower’s Series K Convertible Preferred Stock, $0.01 par value per share.


 


“Side
Letter” means that certain side letter dated as of the Closing Date by and among the Borrower and Agent (in each case, as amended,
modified, supplemented or restated from time to time).


 




    	 



    	 



    

 


“SLR
Indebtedness” means Indebtedness incurred in connection with the SLR Indebtedness Documents.


 


“SLR
Indebtedness Documents” means that certain Financing and Security Agreement, dated as of February 6, 2020 (as amended, restated,
supplemented or otherwise modified to date), by and among the Note Parties and SLR Digital Finance LLC, and all other agreements entered
into in connection therewith.


 


“SLR
Intercreditor Agreement” means that certain intercreditor agreement dated as of February 24, 2020 (as amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms of this Agreement), by and among the Agent, SLR Digital Finance
LLC and the Note Parties.


 


“Specified
Equity Issuance” means the receipt by the Borrower of at least $20,000,000 in gross cash proceeds from the issuance and sale
of the Excluded Shares on or prior to 5:00 pm New York City time on February 14, 2022 (or such later date as shall be agreed to by the
Agent in its sole discretion).


 


“Subsidiary”
means, with respect to any Person, any corporation, association or other business entity of which more than fifty percent (50%) of the
total voting power of Equity Interests (or equivalent ownership or controlling interest) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. Unless the context otherwise clearly
requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Borrower.


 


“Subsidiary
Guarantor” means each direct or indirect Subsidiary of the Borrower, whether now existing or hereafter created or acquired.


 


“Subordinated
Creditor” means any Person that shall have entered into a Subordination Agreement with the Agent, on behalf of the Secured
Parties.


 


“Subordinated
Debentures” means, collectively, 12% Senior Secured Subordinated Convertible Debenture of the Borrower due December 31, 2020,
with B. Riley FBR, Inc. as Holder, issued December 12, 2018, 12% Senior Secured Subordinated Convertible Debenture of the Borrower due
December 31, 2020, with BRC Partners Opportunity Fund, LP as Holder, issued December 12, 2018, 12% Senior Secured Subordinated Convertible
Debenture of the Borrower due December 31, 2020, with Dialectic Antithesis Partners, LP, as Holder, issued December 12, 2018, 12% Senior
Secured Subordinated Convertible Debenture of the Borrower due December 31, 2020, with B. Riley FBR, Inc. as Holder, issued March 18,
2019, 12% Senior Secured Subordinated Convertible Debenture of the Borrower due December 31, 2020, with John Fitchthorn as Holder, issued
March 18, 2019, 12% Senior Secured Subordinated Convertible Debenture of the Borrower due December 31, 2020, with Strome Mezzanine Fund
II, LP as Holder, issued March 18, 2019, 12% Senior Secured Subordinated Convertible Debenture of the Borrower due December 31, 2020,
with B. Riley FBR, Inc. as Holder, issued March 27, 2019, 12% Senior Secured Subordinated Convertible Debenture of the Borrower due December
31, 2020, with SFS Growth Fund, LP as Holder, issued March 27, 2019, and 12% Senior Secured Subordinated Convertible Debenture of the
Borrower due December 31, 2020, with Todd Sims, Inc. as Holder, issued April 8, 2019, issued pursuant to those certain Securities Purchase
Agreements by and among the Borrower and the purchasers party thereto dated as of December 12, 2018, March 18, 2019, March 27, 2019,
and April 8, 2019, respectively, in each case, as each Subordinated Debenture may be amended from time to time in a manner permitted
by the Agent.


 




    	 



    	 



    

 


“Subordinated
Indebtedness” means (a) the Subordinated Debentures and (c) other unsecured Indebtedness of any Note Party, in each case, which
has a maturity date that is at least 181 days later than the Existing Notes Maturity Date and the terms of which (including, without
limitation, payment terms, interest rates, covenants, remedies, defaults and other material terms) are reasonably satisfactory to the
Agent and the Requisite Purchasers and which has been expressly subordinated in right of payment to all Indebtedness of such Note Party
under the Note Documents (i) by the execution and delivery of a Subordination Agreement, or (ii) otherwise on terms and conditions reasonably
satisfactory to the Agent and the Requisite Purchasers. For the avoidance of doubt, Public Offering Indebtedness shall not constitute
Subordinated Indebtedness.


 


“Subordinated
Indebtedness Documents” means all documents evidencing Subordinated Indebtedness, including, without limitation, each subordinated
promissory note or agreement issued by a Note Party to a Subordinated Creditor, and each other promissory note, instrument and agreement
executed in connection therewith, all on terms and conditions reasonably satisfactory to the Agent and the Requisite Purchasers.


 


“Subordination
Agreement” means each subordination agreement by and among, as applicable, the Agent, the applicable Note Parties, the applicable
Subsidiaries of the Note Parties and the applicable Subordinated Creditor, each in form and substance satisfactory to the Agent and the
Requisite Purchasers and each evidencing and setting forth the senior priority of the Obligations over such Subordinated Indebtedness
and to the extent applicable, Liens.


 


“Taxes”
has the meaning assigned to that term in Section 2.7(A).


 


“Tax
Liabilities” has the meaning assigned to that term in Section 2.7(A).


 


“Termination
Event” means (i) a Reportable Event with respect to any Pension Benefit Plan; (ii) the withdrawal of any Note Party or any
ERISA Affiliate from any Pension Benefit Plan during a plan year in which such entity was a “substantial employer” as defined
in Section 4001(a)(2) of ERISA; (iii) the providing of notice of intent to terminate any Pension Benefit Plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate any Pension Benefit Plan or Multiemployer
Plan; (v) any event or condition which could reasonably be expected to (a) constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Benefit Plan, (b) result in the termination of a Multiemployer Plan pursuant
to Section 4041A of ERISA or (c) result in the imposition of any Lien on the assets of any Note Party by operation of Section 4069 of
ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA of any Note Party or any ERISA
Affiliate from a Multiemployer Plan resulting in withdrawal liability to any Note Party.


 


“TheStreet”
means TheStreet, Inc., a Delaware corporation.


 




    	 



    	 



    

 


“Third
A&R Effective Date” means December 15, 2022.


 


“Third
A&R Notes” means the additional notes purchased by the Purchasers from the Borrower on the Third A&R Effective Date
in the amounts set forth on Schedule I under the heading “Third A&R Notes”.


 


“Transactions”
means collectively, the transactions contemplated by the TS Acquisition Documents, the Note Documents (including with respect to the
issuance of Notes on such date), and the financial accommodations contemplated herein and therein.


 


“TS
Acquisition” means the merger, pursuant to the terms of the TS Acquisition Documents, of TheStreet and TST AcquisitionCo, with
TheStreet continuing as the surviving corporation.


 


“TS
Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of the Closing Date, among the Borrower, TST
AcquisitionCo, and TheStreet.


 


“TS
Acquisition Documents” means, collectively, (i) the TS Acquisition Agreement, (ii) the TS Escrow Agreement, and (iii) all related
agreements entered into in connection with the TS Acquisition, in each case of the preceding clauses (i)-(iii), in form and substance
satisfactory to the Agent and the Purchasers.


 


“TS
Escrow Agreement” means that certain Escrow Agreement, dated as of the Closing Date, by and among the Borrower, TheStreet,
and Citibank, N.A.


 


“TST
AcquisitionCo” means TST Acquisition Co., Inc., a Delaware corporation.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, to the extent the law of
any other state or other jurisdiction applies to the attachment, perfection, priority or enforcement of any Lien granted to Agent in
any of the Collateral, “UCC” means the Uniform Commercial Code as in effect in such other state or jurisdiction for purposes
of the provisions hereof relating to such attachment, perfection, priority or enforcement of a Lien in such Collateral. To the extent
this Agreement defines the term “Collateral” by reference to terms used in the UCC, each of such terms shall have the broadest
meaning given to such terms under the UCC as in effect in any state or other jurisdiction.


 


“USA
PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (PATRIOT) Act of 2001 (Title III of Pub. L. 107-56, Oct. 26, 2001).


 


1.2. UCC
Defined Terms. The following terms used in this Agreement shall have the respective meanings provided for in the UCC: “Accounts”,
“Account Debtor”, “Chattel Paper”, “Deposit Account”, “Documents”, “General Intangibles”,
and “Inventory”.


 




    	 



    	 



    

 


1.3. Accounting
Terms. For purposes of this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to such
terms in conformity with GAAP. Financial statements and other information furnished to Agent or any Purchaser shall be prepared in accordance
with GAAP (as in effect at the time of such preparation) on a consistent basis. For all purposes hereunder, only those leases (assuming
for purposes hereof that such leases were in existence on January 1, 2015) that would have constituted capital leases or financing leases
in conformity with GAAP on January 1, 2015, shall be considered capital leases or financing leases hereunder, and all calculations and
deliverables under this Agreement or any other Note Document shall be made or delivered, as applicable, in accordance therewith.


 


1.4. Other
Definitional Provisions. References to “Sections” and “Schedules” shall be to Sections, and Schedules, respectively,
of this Agreement unless otherwise specifically provided. Any of the terms defined in Section 1.1 or otherwise in this Agreement
may, unless the context otherwise requires, be used in the singular or the plural depending on the reference. In this Agreement, words
importing any gender include the other genders; the words “including,” “includes” and “include” shall
be deemed to be followed by the words “without limitation”; the term “or” has, except where otherwise indicated,
the inclusive meaning represented by the phrase “and/or”; references to agreements and other contractual instruments shall
be deemed to include subsequent amendments, assignments, and other modifications thereto, but only to the extent such amendments, assignments
and other modifications are not prohibited by the terms of this Agreement or any other Note Document; references to Persons include their
respective permitted successors and assigns or, in the case of governmental Persons, Persons succeeding to the relevant functions of
such Persons; and unless the context requires otherwise, all references to statutes and related regulations shall include any amendments
of same and any successor statutes and regulations.


 


SECTION
2. NOTES; SUPPLEMENTAL NOTE ISSUANCES


 


2.1. Authorization
of Notes.


 


(A) (1)
Existing Notes. The Borrower sold to the Purchasers, and the Purchasers purchased from the Borrower, in reliance on the representations,
warranties and covenants of the Borrower and the other Note Parties under the (i) Original Note Purchase Agreement, and (ii) the Existing
Note Purchase Agreement, in each case upon the terms and subject to the conditions set forth therein, notes in the original principal
amounts set forth after such Purchaser’s name under the headings “Original Notes”, “A&R Notes” and
“First Amendment Notes”, respectively, contained on Schedule I, and any additional Notes issued in respect of any
Letter of Credit Draw after the Second A&R Effective Date (collectively, the “Existing Notes”). The aggregate
outstanding principal amount of the Existing Notes as of the Third A&R Effective Date is $62,690,753. The Existing Notes remain in
full force and effect as of the Third A&R Effective Date and are hereby ratified and reaffirmed in all respects.


 


(2)
Third A&R Notes. Subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement,
each Purchaser agrees (severally and not jointly) to purchase from the Borrower on the Third A&R Effective Date, and Borrower agrees
to sell to each Purchaser, the Third A&R Notes in the original principal amount set forth after such Purchaser’s name under
the heading “Third A&R Notes” contained on Schedule I. On the Third A&R Effective Date, the Borrower shall
deliver to each Purchaser the Third A&R Notes reflecting the aggregate original principal amount of such Purchaser’s notes
as set forth after such Purchaser’s name under the heading “Third A&R Notes” contained on Schedule I. The
aggregate outstanding original principal amount of the Third A&R Notes as of the Third A&R Effective Date is $36,000,000.


 




    	 



    	 



    

 


(B) Delayed
Draw Term Notes. Subject to and upon the terms and conditions contained herein including, without limitation, Section 3.1(B)
of this Agreement, each Delayed Draw Term Purchaser severally (and not jointly) has the option in its sole discretion to fund its pro
rata share of any advances under the Delayed Draw Term Notes not to exceed its Delayed Draw Term Note Option on the applicable Delayed
Draw Note Advance Date. Any draw under the Delayed Draw Term Note Options will be made pro rata and must be in an amount not less than
$2,000,000. The Delayed Draw Term Note Options will expire and be terminated upon the earliest of (x) the date the Borrower provides
written notice to the Administrative Agent that it is terminating all and not less than all, of the Delayed Draw Term Note Options, (y)
the Delayed Draw Term Notes First Maturity Date and (z) the Delayed Draw Term Notes Second Maturity Date (the earliest of clauses (x),
(y) and (z) the “Delayed Draw Term Note Termination Date”). Once repaid, whether such payments are voluntary or required,
the Delayed Draw Term Notes may not be reborrowed without the Agent’s express written consent.


 


(1) At
Borrowers’ option, upon not less than five (5) Business Days’ prior written notice to Agent by the Borrower, the Borrower
may terminate all, but not less than all, of the Delayed Draw Term Note Options.


 


(2) Any
payment of principal made on the Notes shall be applied to the Third A&R Notes until they are paid in full, then to the Delayed Draw
Term Notes until they are paid in full and then to the Existing Notes.


 


(C) Interest
Rate.


 


(1) Existing
Notes. Interest on the Existing Notes is payable in cash quarterly in arrears on the last day of each Fiscal Quarter, and shall accrue
for each calendar quarter on the outstanding principal amount of the Existing Notes at an aggregate rate of 10.00% per annum, provided
that, after the occurrence and during the continuance of an Event of Default, the Existing Notes shall bear interest at the Default Rate,
provided further, that in no event shall the amount paid or agreed to be paid by the Borrower as interest and premium on any Existing
Note exceed the highest lawful rate permissible under the law applicable thereto, provided further, that, with respect to interest payable
on (x) March 31, 2020, June 30, 2020 and September 30, 2020 and (y) on December 31, 2020, March 31, 2021, June 30, 2021, September 30,
2021 and December 31, 2021 (each such interest payment under this clause (y), a “Conversion Election Payment Date”),
the Borrower will, in lieu of the payment in cash of all or any portion of the interest due on such dates pay any such amounts by adding
such amounts to the principal amount of the Notes on such dates (such amounts, the “PIK Amounts”), which PIK Amounts
shall capitalize and thereafter shall themselves accrue interest at the rate applicable to the Existing Notes, provided, however, that
with respect to interest payable on a Conversion Election Payment Date, each Purchaser will have the option to take all or a portion
of the interest due on such date in the form of an issuance of Equity Interests pursuant to a Conversion Election, and provided further
that from and after January 23, 2022, interest on the Existing Notes shall be payable, at the Agent’s sole discretion, either (a)
in cash quarterly in arrears on the last day of each Fiscal Quarter or (b) by continuing to add such interest due on such payment dates
the principal amount of the Existing Notes in accordance with this Section.


 




    	 



    	 



    

 


(2) Delayed
Draw Term Notes. Interest on amounts outstanding under the Delayed Draw Term Notes is payable, at the Agent’s sole discretion,
either (a) in cash quarterly in arrears on the last day of each Fiscal Quarter or (b) in kind quarterly in arrears on the last day of
each Fiscal Quarter, and shall accrue for each Fiscal Quarter on the principal amount outstanding under the Delayed Draw Term Notes at
an aggregate rate of 10.00% per annum (such amounts, the “Delayed Draw PIK Amounts”), which Delayed Draw PIK Amounts
shall capitalize and shall themselves accrue interest at the rate applicable to the Delayed Draw Term Notes, provided that, after the
occurrence and during the continuance of an Event of Default, the Delayed Draw Term Notes shall bear interest at the Default Rate, provided
further, that in no event shall the amount paid or agreed to be paid by the Borrower as interest and premium on any Delayed Draw Term
Note exceed the highest lawful rate permissible under the law applicable thereto.


 


(3) Third
A&R Notes. Interest on the Third A&R Notes is payable in cash quarterly in arrears on the last day of each Fiscal Quarter,
and shall accrue for each calendar quarter on the outstanding principal amount of the Third A&R Notes at an aggregate rate of 12.00%
per annum, provided that, on each of March 1, 2023, May 1, 2023 and July 1, 2023 the annual interest rate on the Third A&R Notes
shall increase by 1.50% per annum, provided further, that after the occurrence and during the continuance of an Event of Default, the
Third A&R Notes shall bear interest at the Default Rate, provided further, that in no event shall the amount paid or agreed to be
paid by the Borrower as interest and premium on any Third A&R Note exceed the highest lawful rate permissible under the law applicable
thereto.


 


(D) The
obligations of the Borrower under the Note Documents shall be guaranteed by each of the Guarantors.


 


(E) In
the event that, pursuant to the terms of the BRF Finance Co. Letter of Credit, the BRF Finance Co. Letter of Credit Beneficiary makes
any full or partial draw on the BRF Finance Co. Letter of Credit (each such draw, a “Letter of Credit Draw”) in any
amount (each such amount, a “Letter of Credit Draw Amount”), such Letter of Credit Draw Amount shall automatically
be added to the principal balance of the Notes hereunder as additional Existing Notes, and at all times thereafter shall be deemed to
be part of the Obligations.


 


(F) In
the event that the BRF Finance Co. Letter of Credit is renewed beyond one year from the date of its effectiveness, whether such renewal
occurs by the terms of the BRF Finance Co. Letter of Credit or by mutual election by BRF Finance Co. and the BRF Finance Co. Letter of
Credit Beneficiary, the Agent shall have the right to charge a fee in connection with such renewal, which renewal fee shall be determined
in the Agent’s sole discretion.


 




    	 



    	 



    

 


2.2. Sales;
Third A&R Closing.


 


(A) On
the Third A&R Effective Date, the Borrower will issue and sell to each Purchaser and, subject to the terms and conditions hereof
and in reliance upon the representations and warranties of the Borrower and Guarantors contained herein and in the other Note Documents,
each Purchaser, acting severally and not jointly, will purchase from the Borrower, at the Third A&R Closing, Third A&R Notes
in an aggregate amount of $36,000,000, and in the amounts set forth for such Purchaser on Schedule I. The closing of the sale
and purchase of the Third A&R Notes hereunder the (“Third A&R Closing”) shall take place at the office of
Choate, Hall & Stewart LLP, Two International Place, Boston, MA 02110 on the Third A&R Effective Date. The Third A&R Closing
shall occur not later than 3:00 P.M. Boston, Massachusetts time on the Third A&R Effective Date.


 


(B) Delivery
of the Third A&R Notes to be purchased by each Purchaser at the Third A&R Closing shall be made in the form of one or more Third
A&R Notes. If at the Third A&R Closing, the Borrower shall fail to tender the Third A&R Notes to be delivered to each Purchaser
as provided herein, each Purchaser shall, at its election, be relieved of all further obligations to purchase the Third A&R Notes
under this Agreement, without thereby waiving any other rights it may have by reason of such failure or such non-fulfillment.


 


2.3. Computation
of Interest and Fees. All computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed
over a 360-day year. Each determination by the Purchasers of an interest amount or fee hereunder shall be made in good faith and, except
for manifest error, shall be final, conclusive and binding for all purposes.


 


2.4. Prepayments
and Repayments.


 


(A) Mandatory
Prepayments.


 


(1) Prepayments
from Proceeds of Asset Dispositions. Promptly, but in no event later than one (1) Business Day after receipt by the Borrower or any
of its Subsidiaries of net cash proceeds of any Asset Disposition (including, without limitation, any insurance or condemnation proceeds),
which net cash proceeds exceed $250,000 in the aggregate for any Fiscal Year after the A&R Effective Date, the Borrower shall prepay
the Obligations in an amount equal to the net cash proceeds (i.e., gross proceeds less the reasonable costs of such sales or other
dispositions, all of the costs and expenses (including the amount, if any, of all taxes paid by the Borrower or any of its Subsidiaries)
as a result thereof after taking into account any available tax credits or deductions and any tax sharing arrangements) incurred in connection
with the collection of such proceeds, award or other payments, and any amounts retained by or paid to parties having superior rights
to such proceeds, awards or other payment) from such Asset Dispositions.


 


(2) Prepayments
from Equity Issuances. Promptly, but in no event later than one (1) Business Day after receipt by the Borrower of cash proceeds from
any issuance of Equity Interests, unless otherwise agreed to by the Agent and the Purchasers, the Borrower shall prepay the Obligations
in an amount equal to such cash proceeds, net of underwriting discounts and commissions and other reasonable costs associated therewith.
Notwithstanding the foregoing, this Section 2.4(A)(2) shall not apply to proceeds received from issuances of (i) Series K Preferred
Stock during the ninety (90) day period commencing on October 23, 2020 (the “Series K Exception Period”) or (ii) one
or more issuances of Equity Interests of currently authorized shares of the Borrower’s common stock, par value $0.001 per share,
that are proposed to be sold pursuant to a firm commitment underwritten public offering for whom B. Riley Securities, Inc. is acting
as representative of the underwriters in the offering (such shares, including any shares that are issued pursuant to the exercise of
the underwriters’ over-allotment option under the underwriting agreement relating to such offering, the “Excluded Shares”),
for which a registration statement on Form S-1 was initially filed with the Securities and Exchange Commission on January 12, 2022.


 




    	 



    	 



    

 


(3) Prepayments
from the Issuance of Indebtedness. Promptly, but in no event later than one (1) Business Day after receipt by the Borrower or any
of its Subsidiaries of the proceeds of the sale, issuance or incurrence of any Indebtedness (other than Indebtedness permitted by Section
7.1 (other than the Public Offering Indebtedness)), unless otherwise agreed to by the Agent and the Purchasers, the Borrower shall
prepay the Obligations in an amount equal to such proceeds, net of underwriting discounts and commissions and other reasonable costs
associated therewith.


 


(4) Prepayments
upon a Liquidation Plan. If the board of directors (or other applicable governing body) of the Borrower shall approve any plan for
the liquidation or other disposition of all or substantially all of the Borrower’s assets, then the Borrower shall promptly, but
in no event later than one (1) Business Day after the approval of such plan (but prior to any such liquidation or disposition), prepay
the outstanding amount of the Notes and all other Obligations hereunder.


 


(5) Prepayments
upon a Change in Control. If any Change in Control is to occur, then not less than fifteen (15) days nor more than sixty (60) days
prior to the occurrence of such Change in Control, the Borrowers will notify each holder of any Notes of such pending Change in Control
and the date upon which it is scheduled to occur. Upon such Change in Control, the Borrowers will prepay all of the Notes and other Obligations
of such holder or holders then outstanding. Each such prepayment shall occur on the date upon which the Change in Control occurs.


 


(6) Prepayments
from Escrow Funds. If the Borrower or any of its Subsidiaries receives any of the Escrow Funds (as defined in the TS Escrow Agreement),
the Borrower or such Subsidiary shall promptly (and in any event within one (1) Business Day after receipt thereof) prepay the Obligations
in an amount equal to such Escrow Funds so received.


 


(7) Excess
Cash Flow. No later than five (5) Business Days after the quarterly financial statements are required to be delivered pursuant to
Section 5.1(B) hereof, commencing with the Fiscal Quarter ending September 30, 2019, the Borrower shall prepay the Obligations in an
aggregate amount equal to the Applicable ECF Percentage of Excess Cash Flow for such Fiscal Quarter. Such payment shall be accompanied
by a certificate signed by a Responsible Officer and in form and substance satisfactory to the Agent, calculating Excess Cash Flow for
such Fiscal Quarter and the resulting mandatory prepayment due and payable hereunder.


 


(8) Pro-Rata
Application. All prepayments pursuant to this Section 2.4(A) shall be applied first to the Third A&R Notes on a pro rata
basis until they are paid in full, second to the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes First Maturity Date
on a pro rata basis until they are paid in full, third to the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes Second
Maturity Date on a pro rata basis until they are paid in full and finally to the Existing Notes on a pro-rata basis, and shall be subject
to the terms of the Fee Letters. The immediately preceding sentence shall not apply to prepayments of the Delayed Draw Term Notes maturing
on the Delayed Draw Term Notes First Maturity Date on the date of this Agreement.


 




    	 



    	 



    

 


(B) Optional
Prepayments and Repayments. The Borrower may, at its option, prepay all or any part of the Notes at any time, and from time to time,
without penalty or premium. In the case of each optional prepayment, the Borrower shall give at least two (2) days prior written notice
thereof to each holder of any Notes. Each such notice shall set forth: (a) the date fixed for prepayment; (b) the aggregate principal
amount of Notes to be prepaid on such date; and (c) the aggregate principal amount of Notes held by such holder to be prepaid on such
date and the amount of accrued interest to be paid to such holder on such date; provided that any such notice delivered by the Borrower
may state that such notice is conditioned upon the effectiveness and/or funding of any such other credit facilities or debt or equity
offering, or the occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower or the date
fixed for prepayment delayed, in each case by notice to such holder on or prior to the date fixed for prepayment, if such condition has
not been satisfied. All prepayments pursuant to this Section 2.4(B) shall be applied first to the Third A&R Notes on a pro
rata basis until they are paid in full, second to the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes First Maturity
Date on a pro rata basis until they are paid in full, third to the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes Second
Maturity Date on a pro rata basis until they are paid in full and finally to the Existing Notes on a pro-rata basis, and shall be subject
to the terms of the Fee Letters. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, on the date
of this Agreement, the Borrower will prepay in full the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes First Maturity
Date with a portion of the proceeds of the Third A&R Notes. By their execution of this Agreement, the Purchasers consent to the prepayment
referenced in the immediately foregoing sentence and waive the notice requirements related to such prepayment.


 


(C) Maturity;
Accrued Interest; Surrender, etc. of Notes. The Existing Notes and the Third A&R Notes shall mature and be due and payable in
full on the Existing Notes Maturity Date. In the case of each prepayment of all or any part of any Note, the principal amount to be prepaid
shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued
to such date. Any Note prepaid in full shall be surrendered to the Borrower at its principal place of business promptly following prepayment
and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.


 


(D)
Conversion Election. Each Purchaser, at its sole option, may elect, in lieu of the receipt of PIK Amounts due on any Conversion
Election Payment Date specified by such Purchaser, or in lieu of receiving cash payments up to the Conversion Portion of such amount
of Delayed Draw Term Notes due and payable on the Delayed Draw Term Notes First Maturity Date, to receive shares of Series K Preferred
Stock (or, in the event that Series K Preferred Stock has been converted into Common Stock, shares of Common Stock based upon the conversion
rate specified in the Certificate of Designations of the Borrower establishing the Series K Preferred Stock), with an aggregate liquidation
preference of the Series K Preferred Stock so issued for each $1,000 of the Obligations elected to be so converted pursuant to a written
notice delivered by such Purchaser to the Borrower (such election, a “Conversion Election”), to be equal to the purchase
price paid for $1,000 in liquidation preference of the Series K Preferred Stock during the Series K Exception Period. Written notice
of a Conversion Election with respect to any PIK Amount due on a Conversion Election Payment Date, must be delivered to Borrower not
less than two (2) Business Days prior to such Conversion Election Payment Date, and with respect to any other Conversion Election, at
any time during the period commencing on the last day of the Series K Exception Period through and including the date that is not less
than two (2) Business Days prior to the Delayed Draw Term Notes First Maturity Date. In connection with a Conversion Election, at the
reasonable request of the Borrower, the Purchaser making such Conversion Election shall make customary representations and warranties
that are consistent with the representations and warranties made by purchasers of Series K Preferred Stock pursuant to securities purchase
agreements entered into by the Borrower and such purchasers.


 




    	 



    	 



    

 


2.5. Purchase
of Notes. The Borrower will not, and will not permit any of its Affiliates to, directly or indirectly, purchase or otherwise acquire,
or offer to purchase or otherwise acquire, any outstanding Notes except by way of payment or prepayment in accordance with the provisions
of the Notes and this Agreement.


 


2.6. Payment
on Non-Business Day. If any amount hereunder or under the Notes shall become due on a day which is not a Business Day, such payment
shall be due on the next succeeding Business Day without including the additional day(s) elapsed in the computation of the interest payable
on such next succeeding Business Day.


 


2.7. Taxes.


 


(A) No
Deductions. Any and all payments or reimbursements made hereunder shall be made free and clear of and without deduction for any and
all taxes, levies, imposts, deductions, charges or with the Borrower, and all liabilities with respect thereto (all such taxes, levies,
imposts, deductions, charges or with the Borrower and all liabilities with respect thereto referred to herein as “Tax Liabilities”;
excluding, however, (i) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of any
Purchaser or Agent by the jurisdiction under the laws of which Agent or such Purchaser is organized or doing business or any political
subdivision thereof, (ii) Taxes imposed on or measured by the net income (however denominated), franchise and branch profits Taxes of
any Purchaser or Agent by the jurisdiction of such Purchaser’s or Agent’s applicable lending office (or relevant office for
receiving payments from or on account of the Borrower or making funds available to or for the benefit of the Borrower) or any political
subdivision, (iii) U.S. federal withholding Taxes that are (or would be) required to be withheld on amounts payable to or for the account
of any Purchaser or Agent pursuant to a law in effect on the date on which (A) such Purchaser acquires an interest in the Notes or such
Agent becomes Agent or (B) such Purchaser changes its office for receiving payments by or on account of the Borrower or making funds
available to or for the benefit of the Borrower, except in each case to the extent that, pursuant to Section 2.7, amounts with
respect to such Taxes were payable either to such Agent or Purchaser’s predecessor immediately before such Purchaser or Agent became
a party hereto or to such Agent or Purchaser immediately before it changed its office for receiving payments by or on account of the
Borrower or making funds available to or for the benefit of the Borrower, (iv) Taxes attributable to such recipient’s failure to
comply with Section 2.7, (v) U.S. backup withholding Taxes, (vi) Taxes imposed under FATCA on any Purchaser or Agent, (vii) Taxes
imposed by a jurisdiction as a result of any connection between the recipient and such jurisdiction other than any connection arising
solely from (and that would not have existed but for) executing, delivering, being a party to, engaging in any transactions pursuant
to, performing its obligations under or enforcing any Note Document, (viii) Taxes resulting from the gross negligence or willful misconduct
of the Purchaser or Agent as determined by a court of competent jurisdiction in a final non-appealable judgment and (ix) penalties, interest
and additions to Tax relating to any of the foregoing (all Taxes included in clauses (i) through (ix), the “Excluded Taxes”,
and together with the Tax Liabilities, the “Taxes”)) unless the applicable withholding agent is compelled by law to
make payment subject to such Tax Liabilities. If any applicable withholding agent shall be required by law to deduct any such Tax Liabilities
from or in respect of any sum payable hereunder to Agent or any Purchaser, then the sum payable hereunder shall be increased as may be
necessary so that, after making all required deductions, Agent or such Purchaser receives an amount equal to the sum it would have received
had no such deductions been made.


 




    	 



    	 



    

 


(B) Status
of Purchasers. Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Note Document shall deliver to Borrower and Agent, at the time or times reasonably requested by Borrower or Agent, such properly
completed and executed documentation reasonably requested by Borrower or Agent as will permit such payments to be made without withholding
or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by Borrower or Agent, shall deliver such other
documentation prescribed by Applicable Law or reasonably requested by Borrower or Agent as will enable Borrower or Agent to determine
whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the
contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation
set forth below in this paragraph (B)) shall not be required if in the Purchaser’s reasonable judgment such completion, execution
or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Purchaser (it being understood that providing any information currently required by any U.S. federal income tax withholding
form shall not be considered prejudicial to the position of a Purchaser).


 


Without
limiting the generality of the preceding paragraph, each Purchaser organized under the laws of a jurisdiction outside the United States
(a “Foreign Purchaser”) as to which payments to be made under this Agreement are exempt from United States withholding
tax or are subject to United States withholding tax at a reduced rate under an applicable statute or tax treaty shall provide to Borrower
and Agent (1) a properly completed and executed IRS Form W-8BEN, W-8BEN-E or Form W-8ECI or other applicable form, certificate or document
prescribed by the IRS or reasonably requested by Agent or Borrower, certifying as to such Foreign Purchaser’s entitlement to such
exemption or reduced rate of withholding with respect to payments to be made to such Foreign Purchaser under this Agreement, and, in
the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, a certificate,
in a form reasonably acceptable to Borrower and Agent, showing such Foreign Purchaser is not a “bank” within the meaning
of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)
of the IRC or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC (a “Certificate of
Exemption”). Prior to becoming a Purchaser under this Agreement and within fifteen (15) days after a reasonable written request
of Borrower or Agent from time to time thereafter, each Foreign Purchaser that becomes a Purchaser under this Agreement shall provide
a Certificate of Exemption to Borrower and Agent.


 




    	 



    	 



    

 


If
a Foreign Purchaser is entitled to an exemption with respect to payments to be made to such Foreign Purchaser under this Agreement (or
to a reduced rate of withholding) and does not provide the information in the preceding paragraph establishing its entitlement to such
exemption to Borrower and Agent within the time periods set forth in the preceding paragraph, Note Parties shall withhold taxes from
payments to such Foreign Purchaser at the applicable statutory rates and no Note Party shall be required to pay any additional amounts
as a result of such withholding; provided, however, that all such withholding shall cease at such time that such Foreign Purchaser establishes
its entitlement to such exemption to Borrower and Agent.


 


Each
Purchaser that is a “U.S. Person” within the meaning of Section 7701(a)(30) of the IRC shall execute and deliver to the relevant
Borrower and Agent, on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement, and from time to time thereafter
upon the request of Borrower or Agent, two properly completed and duly signed original copies of Form W-9 or any successor form that
such Purchaser is entitled to provide at such time, establishing an exemption from United States backup withholding requirements; provided,
however, that if a Purchaser is a disregarded entity for U.S. federal income tax purposes, it shall provide the appropriate withholding
form of its owner (together with appropriate supporting documentation). The Borrower shall not be required to pay additional amounts
in respect of Taxes to any Purchaser pursuant to this Section 2.7 to the extent that the obligation to pay such additional amounts
would not have arisen but for the failure of such Purchaser to comply with this Section 2.7.


 


Each
Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any
material respect, deliver promptly to Borrower and Agent updated or other appropriate documentation (including any new documentation
reasonably requested by the applicable withholding agent) or promptly notify Borrower and Agent of its inability to do so. Unless the
applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Note Document
to or for a Purchaser are not subject to withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, Agent
or other applicable withholding agent shall withhold amounts required to be withheld by Applicable Law from such payments at the applicable
statutory rate.


 


Notwithstanding
this Section 2.7, a Purchaser shall not be required to deliver any form pursuant to this Section 2.7 that such Purchaser
is not legally able to deliver.


 


(C) Withholding
Taxes under FATCA. If a payment made to a Purchaser under the Note Documents would be subject to withholding tax imposed by FATCA
if such Purchaser fails to comply with the applicable requirements of FATCA (including the reporting requirements contained in Section
1471(b) or 1472(b) of the IRC), such Purchaser shall deliver to Borrower and Agent (i) a certification signed by the chief financial
officer, principal accounting officer, treasurer or controller, and (ii) other documentation reasonably requested by Borrower and Agent
sufficient for Agent and Borrower to comply with their obligations under FATCA and to determine that such Purchaser has complied with
such applicable reporting requirements; provided that if such Purchaser fails to provide any documentation described in clause (i) or
(ii) hereof, Borrower or Agent shall be entitled to withhold all amounts required to comply with FATCA, by setoff or otherwise. Each
of Agent and Borrower shall provide notice to the other party in the event Agent or Borrower, as applicable, reasonably determines that
a Purchaser (and/or any participant of such Purchaser) is not complying with the requirements of FATCA (including the reporting requirements
contained in Section 1471(b) or 1472(b) of the IRC, as applicable); provided that failure to provide such notice shall not result in
liability to either party. If, at any time, Agent or Borrower reasonably believe that a Purchaser and/or its participant is not complying
with the requirements of FATCA (including the reporting requirements contained in Section 1471(b) or 1472(b) of the IRC, as applicable),
Agent or Borrower may withhold all amounts required to comply with FATCA, by setoff or otherwise.


 




    	 



    	 



    

 


(D) Refunds.
If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any taxes as to which it has
been indemnified pursuant to this Section 2.7 (including by the payment of additional amounts pursuant to this Section 2.7),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section
with respect to the taxes giving rise to such refund), net of all out-of-pocket expenses (including taxes) of such indemnified party
and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph
(D) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified
party is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any indemnified
party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other person.


 


(E) Each
party’s obligations under this Section 2.7 shall survive the replacement of a Purchaser and the repayment, satisfaction
or discharge of all Obligations.


 


2.8. Incremental
Third A&R Notes.


 


(a) The
Borrower may, from time to time after the Third A&R Effective Date, by written notice to the Agent, request additional Third A&R
Notes (collectively, “Incremental Third A&R Notes”), from one or more Purchasers (in the sole discretion of such Purchasers),
in an aggregate principal amount of up to $15,000,000 provided that at the time of the incurrence of such Incremental Third A&R Notes
and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), no Default
or Event of Default shall have occurred and be continuing or would result therefrom. Such notice shall set forth (i) the amount of the
Incremental Third A&R Notes being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000),
and (ii) the date on which such Incremental Third A&R Notes are requested to become effective (which shall not be less than 10 Business
Days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Agent). There is no commitment by
the Purchasers hereunder to purchase any Incremental Third A&R Notes and each of the Purchasers shall have the right to purchase
any Incremental Third A&R Notes in their sole discretion.


 




    	 



    	 



    

 


(b) The
Borrower and each Purchaser shall execute and deliver to the Agent such documentation as the Agent shall reasonably specify to evidence
the Incremental Third A&R Notes of such Purchaser. Each of the parties hereto hereby agrees that, upon the effectiveness of the issuance
of any Incremental Third A&R Notes, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect
the existence and terms of such Incremental Third A&R Notes. Any such deemed amendment may be memorialized in writing by the Agent
with the Borrower’s consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto.


 


(c) Any
Incremental Third A&R Notes shall constitute Third A&R Notes for all purposes of this Agreement and the other Loan Documents
as of the date of issuance.


 


(d) No
Incremental Third A&R Notes shall become effective under this Section 2.8 unless, on the date of such effectiveness, (i) the conditions
set forth in Section 3.1(B)(3) and (4) shall be satisfied as if it was a borrowing date and the Agent shall have received a certificate
to that effect dated such date and executed by a Responsible Officer of the Borrower; and (ii) the Agent shall have received (with sufficient
copies for each of the Purchasers) closing certificates, opinions of counsel and other customary documentation reasonably requested by
the Agent.


 


SECTION
3. CONDITIONS TO PURCHASE OF NOTES


 


3.1. Any
purchase of Notes pursuant to this Agreement shall be subject to the applicable provisions in this Section 3.1.


 


(A)
Conditions to All Purchases. The effectiveness of this Agreement and the obligations of each Purchaser to purchase the Notes on
and after the Third A&R Effective Date, are subject to satisfaction of all of the terms and conditions set forth below, except to
the extent that any of the following items are permitted by the Agent in writing to be delivered by a date after the Third A&R Effective
Date:


 


(1) Note
Documents. Agent shall have received, in form and substance reasonably satisfactory to Agent and the Purchasers, this Agreement,
the Confirmation and Ratification Agreement, and all other Note Documents, each duly executed by the applicable parties thereto.


 


(2) Security
Interests. Agent shall have received satisfactory evidence that all security interests and liens on the Collateral granted to Agent
for the benefit of Agent and the other Secured Parties pursuant to the Security Documents or the other Note Documents have been duly
perfected to the extent such perfection is required hereunder or under any other Note Document.


 


(3) Representations
and Warranties. The representations and warranties contained herein and in the other Note Documents 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 the Third A&R Effective Date, except for such representations
and warranties that are made as of a specified date, which shall be on and as of such specified date.


 




    	 



    	 



    

 


(4) Fees.
The Borrower shall have paid all fees due to Agent, including all legal fees and expenses of the Agent, or any Purchaser and payable
on the Third A&R Effective Date.


 


(5) SLR
Consent. Agent shall have received all necessary consents, if any, from SLR Digital Finance LLC authorizing any such purchase of
Notes on or prior to the Third A&R Effective Date, in form and substance satisfactory to Agent.


 


(6) No
Default. No event shall have occurred and be continuing or would result from purchasing a Note that would constitute an Event of
Default or a Default.


 


(7) Performance
of Agreements. Each Note Party shall have performed in all material respects all agreements and satisfied all conditions which any
Note Document provides shall be performed by it on or before the Third A&R Effective Date.


 


(8) No
Prohibition. No order, judgment or decree of any court, arbitrator or Governmental Authority shall purport to enjoin or restrain
Agent or any Purchaser from purchasing any Notes.


 


(9) Payment
Direction Letter; Funds Flow Memorandum; Etc. Agent shall have received a letter of direction from the Borrower directing where the
proceeds of the Notes are to be made and attaching a funds-flow memorandum setting forth the sources and uses of such proceeds.


 


(10) Corporate
Documents. Agent and Purchasers shall have received on or prior to the Third A&R Effective Date customary corporate resolutions,
certificates and similar documents as the Agent or any Purchasers shall reasonably require, which shall be, as applicable, certified
by the applicable Governmental Authority or the Secretary of the applicable Note Parties as of a recent date.


 


(11) [Reserved].


 


(12) Other
Documents. Agent and Purchasers shall have received such other documents as Agent, any Purchaser or their respective counsel may
have reasonably requested.


 


(B) Conditions
to Delayed Draw Term Notes. The option of each Delayed Draw Term Note Purchaser to make advances under the Delayed Draw Term Notes
are subject to satisfaction of all of the terms and conditions set forth below:


 


(1) The
Borrower has provided irrevocable written notice requesting an advance under the Delayed Draw Term Notes at least one (1) Business Day
prior to the requested funding date (the “Delayed Draw Term Note Advance Date”), in increments of $100,000 (but in
no event less than $2,000,000 or, if lesser, the entire amount of Delayed Draw Term Note Option then available), not to exceed the Delayed
Draw Term Note Option;


 


(2) The
Delayed Draw Term Note Options shall not have terminated;


 




    	 



    	 



    

 


(3) All
representations and warranties contained in this Agreement and the other Note Documents or otherwise made in writing in connection herewith
or therewith shall be true and correct in all material respects (except in the case of any representation and warranty qualified by materiality,
in which case they shall be true and correct in all respects) with the same effect as if made on and as of such date, other than representations
and warranties that relate solely to an earlier date; and


 


(4) Both
before and after giving effect to any advance under the Delayed Draw Term Notes, no Default or Event of Default shall have occurred and
be continuing.


 


The
request by the Borrower for, and the acceptance by the Borrower of, an advance under Delayed Draw Term Notes shall be deemed to be a
representation and warranty by the Borrower that the conditions specified in this Section 3.1(B) have been satisfied at that time. The
conditions set forth in this Section 3.1(B) are for the sole benefit of the Agent and each other Delayed Draw Term Note Purchaser
and may be waived by the Agent (with the consent of the Delayed Draw Term Note Purchasers), in whole or in part, without prejudice to
the rights of the Agent or any other Delayed Draw Term Note Purchaser.


 


SECTION
4. REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS


 


To
induce Agent and each Purchaser to enter into the Note Documents and to purchase the Notes and make advances under the Delayed Draw Term
Notes, each Note Party represents, warrants and covenants to Agent and each Purchaser that:


 


4.1. Organization,
Powers, Capitalization.


 


(A) Organization
and Powers. The Borrower and each of its Subsidiaries (i) is an entity duly organized, incorporated or established (as the case may
be), validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization, incorporation
or establishment (as the case may be), (ii) is qualified to do business in all states, provinces and other jurisdictions where such qualification
is required except where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) has
all requisite power and authority to (x) own and operate its properties, to carry on its business as now conducted and proposed to be
conducted and (y) to enter into each Note Document to which it is a party.


 


(B) Capitalization.
The capitalization of the Borrower is as described in its most recently filed Quarterly Report on Form 10-Q, except for: stock option
exercises, restricted stock unit delivery, issuances pursuant to equity incentive plans, exercises of warrants, issuances of warrants
or conversions of preferred stock. Schedule 4.1(B) sets forth a list of all Subsidiaries of the Borrower and the percentage ownership
of the Borrower therein. All issued and outstanding shares of capital stock or other Equity Interests of Borrower and each Subsidiary
is duly authorized and validly issued, fully paid, non-assessable (if applicable), free and clear of all Liens other than Permitted Encumbrances,
and such Equity Interests were issued in compliance with all applicable state, provincial, federal and foreign laws concerning the issuance
of securities.


 




    	 



    	 



    

 


4.2. Authorization
of Borrowing, No Conflict.


 


(A) Each
Note Party has the power and authority to incur the Obligations and to grant security interests in the Collateral.


 


(B) On
the Third A&R Effective Date, the execution, delivery and performance of the Note Documents by each Note Party signatory thereto
will have been duly authorized by all necessary company and shareholder action.


 


(C) The
execution, delivery and performance by each Note Party of each Note Document to which it is a party and the consummation of the transactions
contemplated by the Note Documents by each Note Party (i) do not contravene any material Applicable Law or the corporate charter or bylaws
or other organizational documents of any Note Party, (ii) will not result in or require the creation or imposition of any Lien of any
nature whatsoever upon any properties or assets of the Borrower or any of its Subsidiaries, other than liens created by the Note Documents
in favor of the Agent, and (iii) do not require any approval of the interest holders of any Note Party or any approval or consent of
any Person under any material contractual obligation of any Note Party, other than consents or approvals that have been obtained and
that are still in force and effect or that will be obtained after the date hereof to the extent set forth in Schedule 5.8, or
the failure of which to obtain would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect.


 


(D) The
Note Documents are the legally valid and binding obligations of the Note Parties party thereto, each enforceable against the Note Parties
party thereto in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.


 


4.3. Solvency.
After giving effect to this Agreement and the MJ Acquisition, (a) the fair value of the assets of the Borrower and its Subsidiaries,
on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities (whether subordinated, contingent or otherwise),
(b) the present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the
amount that will be required to pay their debts and other liabilities (whether subordinated, contingent or otherwise), on a consolidated
basis, as such debts and other liabilities become absolute and matured, (c) the Borrower and its Subsidiaries, on a consolidated basis,
are able to pay their debts and liabilities (whether subordinated, contingent or otherwise), as such liabilities become absolute and
matured, and (d) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business
for which they have unreasonably small capital.


 




    	 



    	 



    

 


4.4. Insurance.
The Borrower and each of its Subsidiaries maintains and shall continue to maintain adequate insurance policies and shall provide Agent
with evidence of such insurance coverage for liability, property damage, and business interruption with respect to its business and properties
against loss or damage of the kinds customarily carried or maintained by corporations of established reputation engaged in similar businesses
and on such terms and in such amounts reasonably acceptable to Agent. Each Note Party shall cause Agent at all times to be named as lender
loss payee and additional insured, as applicable, on all insurance policies and shall insure that Agent receives notice of cancellation
with respect to all such insurance policies, in each case pursuant to appropriate endorsements in form and substance reasonably satisfactory
to Agent and shall collaterally assign to Agent, for itself and on behalf of the other Secured Parties, as security for the payment of
the Obligations all business interruption insurance of each Note Party. No written notice of cancellation has been received with respect
to such policies and each Note Party is in compliance with all conditions contained in such policies, in each case, except any such insurance
policies that any Note Party is in the process of extending, replacing or renewing in the ordinary course of business, so long as there
is no lapse in coverage during such period of extension, replacement or renewal. Any proceeds received from any policies of insurance
relating to any Collateral shall be applied to the Obligations to the extent required by Section 2.4(A)(1). Each Note Party shall
provide Agent evidence of the insurance coverage and of the assignments and endorsements required by this Agreement promptly upon request
by Agent. If the Borrower or any of its Subsidiaries elects to change insurance carriers, policies or coverage amounts, the Borrower
shall notify Agent and provide Agent with evidence of the updated insurance coverage and, in the case of a Note Party, of the assignments
and endorsements required by this Agreement. In the event any Note Party fails to provide Agent with evidence of the insurance coverage
required by this Agreement, Agent may, but is not required to, purchase insurance at the Note Parties’ expense to protect Agent’s
and the Purchaser’s interests in the Collateral, upon not less than five (5) Business Days’ notice to Borrower. Agent will
notify the Note Parties of such purchase within two (2) Business Days of such purchase. This insurance may, but need not, protect the
Note Parties’ interests. The coverage purchased by Agent may not pay any claim made by any Note Party or any claim that is made
against such Note Party in connection with the Collateral. Note Parties may later cancel any insurance purchased by Agent, but only after
providing Agent with evidence that each Note Party has obtained insurance as required by this Agreement. If Agent purchases insurance
for the Collateral, Note Parties will be responsible for the costs of that insurance, including interest thereon and other charges imposed
on Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance,
and such costs may be added to the Obligations. The costs of the insurance purchased by Agent may be more than the cost of insurance
Note Parties are able to obtain on its own.


 


4.5. Compliance
with Laws; Government Authorizations; Consents. Neither the Borrower nor any of its Subsidiaries is in violation of any law, ordinance,
rule, regulation, order, policy, guideline or other requirement of (a) any Governmental Authority in all jurisdictions in which the Borrower
or any of its Subsidiaries is now doing business, and (b) any Governmental Authority otherwise having jurisdiction over the conduct of
the Borrower or any of its Subsidiaries or any of their respective businesses, or the ownership of any of their respective properties,
in any case, which violation would subject the Borrower or any of its Subsidiaries, or any of their respective officers to criminal liability
could reasonably be expected to result in a material liability to the Borrower and its Subsidiaries and no such violation has been alleged
in writing. The Borrower and each of its Subsidiaries will comply with the requirements of all Applicable Laws, ordinances, rules, regulations,
orders, policies, guidelines or other requirements of (a) any Governmental Authority as now in effect and which may be imposed in the
future in all jurisdictions in which the Borrower or any of its Subsidiaries is now doing business or may hereafter be doing business,
and (b) any government authority otherwise having jurisdiction over the conduct of the Borrower or any of its Subsidiaries or any of
their respective businesses, or the ownership of any of its respective properties, except to the extent the noncompliance with which
could reasonably be expected to result in a material liability to the Borrower and its Subsidiaries.


 




    	 



    	 



    

 


4.6. Governmental
Regulation. Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment
Company Act of 1940 or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money.


 


4.7. Access
to Accountants and Management. The Borrower, on behalf of itself and each of its Subsidiaries, authorizes Agent and Purchasers to
discuss the financial condition and financial statements of the Borrower and its Subsidiaries with Note Parties’ accountants upon
reasonable notice to Note Parties of its intention to do so, and authorizes Note Parties’ accountants to respond to all of Agent’s
and any Purchaser’s inquiries; provided however, Agent and/or the Purchasers shall submit such inquiries to Borrower prior to contacting
any such representatives, and Borrower shall be present at all times during any such discussions. Agent and each Purchaser may, confer
at reasonable times during normal business hours with the Borrower and its Subsidiaries’ senior management and key employees directly
regarding the Borrower and its Subsidiaries’ business, operations and financial condition.


 


4.8. Inspection.
Each Note Party shall, and the Borrower shall cause each of its Subsidiaries to, permit Agent and any authorized representatives designated
by Agent to visit and inspect any of the properties of any Note Party or any Subsidiary, including their financial and accounting records,
and, in conjunction with such inspection, to make copies and take extracts therefrom, and to discuss their affairs, finances and business
with their officers and the Note Parties’ accountants, at such reasonable times during normal business hours. If any of the properties,
books or records of any Note Party or any Subsidiary are in the possession of a third party, each of the Borrower and such Subsidiary
authorizes that third party to permit any Person designated by Agent in writing or any agents thereof to have access to perform inspections
or audits and to respond to Agent’s request for information concerning such property, books and records to the same extent as if
such information was held by such Note Party or Subsidiary.


 


4.9. Control
Agreements.


 


(A) Each
Note Party shall cause each of its Deposit Accounts (other than Excluded Accounts), lockbox accounts and securities accounts to be subject
to a “springing” account control agreement in form and substance reasonably satisfactory to Agent (a “Control Agreement”).
No Note Party will open any new Deposit Accounts, lockbox account or securities account (other than “Excluded Accounts”)
unless a Control Agreement is entered into concurrently with the opening thereof.


 


(B) All
account debtors or other payment obligors of such Note Party shall be directed to directly remit all payments on each Note Party’s
Accounts directly to a Deposit Account subject to a Control Agreement and each Note Party will immediately deposit in a Deposit Account
subject to a Control Agreement all payments received from account debtors or other payments constituting proceeds of Collateral received
by such Note Party in the identical form in which such payment was made, whether by cash or check.


 


(C) Agent
agrees that it shall only be permitted to give instructions or directions under any Control Agreement after the occurrence and during
the continuance of an Event of Default. In addition, if the Event of Default giving rise to such instructions is cured or waived, as
applicable, and no other Event of Default exists at such time, Agent shall give notice to the applicable bank canceling instructions
provided in accordance with this Section 4.9.


 




    	 



    	 



    

 


(D) Each
Note Party hereby agrees that all payments made to any Deposit Account, securities account or otherwise received by Agent and whether
on the Accounts or as proceeds of other Collateral or otherwise, in each case, to the extent constituting Collateral, will be subject
to the Lien of Agent, for the benefit of itself and the other Secured Parties. If any Note Party, or any of their respective Affiliates,
employees, agents or any other Persons acting for or in concert with such Note Party, shall receive any monies, checks, notes, drafts
or any other payments relating to and/or proceeds of any Note Party’s Accounts or other Collateral, such Note Party or such Person
shall hold such instrument or funds in trust for Agent, and immediately upon receipt thereof, shall remit the same or cause the same
to be remitted, in kind, to a Deposit Account subject to a Control Agreement and, if requested by Agent after the occurrence and during
the continuance of an Event of Default, to Agent at its address set forth in Section 11.3 below.


 


4.10. Payment
of Taxes by Agent. If any of the Collateral includes a charge for any Tax payable to any Governmental Authority, Agent is hereby
authorized (but in no event obligated) in its reasonable discretion and upon reasonable prior notice to Borrower (so as to afford the
Borrower the opportunity to pay or contest such Tax) to pay the amount thereof to the proper Governmental Authority for the account of
any Note Party and to charge the Note Party’s account therefore.


 


4.11. Anti-Terrorism
Laws; OFAC; FCPA.


 


(A) Neither
the Borrower nor any of its Subsidiaries is in violation of any Anti-Terrorism Law or engages in any transaction that evades or avoids
or attempts to violate any of the Anti-Terrorism Laws.


 


(B) Neither
the Borrower nor any of its Subsidiaries is any of the following (each a “Blocked Person”): (A) a Person that is prohibited
pursuant to any of the OFAC Sanctions Programs, including a Person named on OFAC’s list of Specially Designated Nationals and Blocked
Persons; (B) a Person that is owned or controlled by, or that owns or controls any Person described in (A) above; or (C) a Person with
which any Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law.


 


(C) Neither
the Borrower nor any of its Subsidiaries deals in, or otherwise engages in any transaction relating to, any property or interests in
property blocked pursuant to any OFAC Sanctions Programs.


 


(D) No
part of the proceeds of the Notes will be used, directly or, to the Borrower knowledge, indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977, as amended.


 




    	 



    	 



    

 


4.12. Security
Documents. Except as otherwise contemplated hereby or under any other Note Document, the provisions of the Security Documents, together
with such filings and other actions required to be taken hereby or by the applicable Security Documents, are effective to create in favor
of the Agent, for the benefit of the Secured Parties, a legal, valid, enforceable and perfected Lien on all right, title and interest
of the respective Note Parties in the Collateral described therein. The Borrower and each Guarantor hereby (i) ratifies and confirms
all of the terms and conditions of, and all of the warranties and representations set forth in, the Note Documents and the Security Documents,
(ii) acknowledges and agrees that the Note Documents and Security Documents remain in full force and effect, and (iii) acknowledges,
confirms and agrees that the Security Documents and any and all Collateral previously pledged to the Agent, for the benefit of the Lenders,
thereunder shall continue to secure all of the Obligations from time to time outstanding under this Agreement and the other Note Documents.


 


4.13. Offer
of Notes. Assuming (i) the Notes are issued, sold and delivered under the circumstances contemplated by this Agreement and (ii) the
accuracy of the representations and warranties of Purchasers set forth in Section 11.22(A) and their compliance with the agreements
set forth herein and therein, it is not necessary in connection with the offer, sale and delivery of the Notes to Purchasers in the manner
contemplated by this Agreement to register the Notes under the Securities Act. No Note Party has, directly or indirectly, offered, sold
or solicited any offer to buy, and no Note Party will, directly or indirectly, offer, sell or solicit any offer to buy, any security
of a type or in a manner which would be integrated with the sale of the Notes and require the Notes to be registered under the Securities
Act. None of the Note Parties, their respective Affiliates or any Person acting on any of their behalf (other than Purchasers, as to
whom the Note Parties make no representation or warranty) has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes.


 


4.14. Financial
Condition.


 


(A) (A) All
financial statements concerning the Borrower and its Subsidiaries furnished by or on behalf of the Borrower or its Subsidiaries to Agent
or any Purchaser pursuant to this Agreement have been prepared in accordance with GAAP consistently applied throughout the periods involved
(except as disclosed therein) and, present fairly in all material respects the financial condition of Persons covered thereby as at the
dates thereof and the results of their operations for the periods then ended. The Projections represent the good faith estimate of Note
Parties and their senior management, as of the date such Projections are delivered concerning the most probable course of their business
as of the date such Projections are delivered, it being understood that actual results may vary from such forecasts and that such variations
may be material.


 


(B) Since
December 31, 2021, nothing has occurred that has had a Material Adverse Effect.


 


4.15. Litigation;
Adverse Facts. There are no judgments outstanding against the Borrower or any of its Subsidiaries or affecting any property of the
Borrower or any of its Subsidiaries nor is there any action, charge, claim, demand, suit, proceeding, petition, governmental investigation
or arbitration now pending or, to the knowledge of any Responsible Officer, threatened in writing against or affecting the Borrower or
any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries which would reasonably be expected to result in any
Material Adverse Effect.


 




    	 



    	 



    

 


4.16. Payment
of Taxes. Except as set forth on Schedule 4.16, all material Tax returns and reports of the Borrower and its Subsidiaries
required to be filed by any of them have been timely filed and are complete and accurate in all material respects. All material Taxes
which are due and payable by the Borrower and its Subsidiaries have been paid when due; provided that no such Tax need be paid if the
Borrower or such Subsidiary is contesting same in good faith by appropriate proceedings promptly instituted and diligently conducted
and if the Borrower or such Subsidiary has established appropriate reserves as shall be required in conformity with GAAP. As of the Third
A&R Effective Date, none of the income Tax returns of the Borrower or any of its Subsidiaries are under audit and the Borrower or
such Subsidiary shall promptly notify Agent in the event that any of its or any of its Subsidiaries’ tax returns become the subject
of an audit. No Tax liens have been filed against the Borrower or any of its Subsidiaries other than Permitted Encumbrances. The charges,
accruals and reserves on the books of the Borrower and its Subsidiaries in respect of any Taxes are in accordance with GAAP.


 


4.17. Disclosure.
No representation or warranty of the Borrower, of any other Note Party or made by (or on behalf of) any Subsidiary contained in this
Agreement, the financial statements, the other Note Documents, or any other document, certificate or written statement furnished to Agent
or any Purchaser by or on behalf of any such Person for use in connection with the Note Documents contains any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to make the statements contained herein or therein not
materially misleading in light of the circumstances in which the same were made. There is no material fact known to any Note Party as
of the Third A&R Effective Date that has had or could reasonably be expected to have a Material Adverse Effect and that has not been
disclosed herein or in such other documents, certificates and statements furnished to Agent or any Purchaser for use in connection with
the transactions contemplated hereby.


 


SECTION
5. REPORTING AND OTHER AFFIRMATIVE COVENANTS


 


Each
Note Party covenants and agrees that so long as any of the Obligations remain outstanding (other than contingent indemnification obligations
to the extent no claims giving rise thereto have been asserted by the Person entitled thereto), each Note Party shall perform all covenants
in this Section 5.


 


5.1. Notices
and Reports.


 


(A) Annual
Financial Statements. The Borrower shall furnish Agent and the Purchasers within one hundred and twenty (120) days after the end
of each Fiscal Year of the Borrower commencing with the Fiscal Year ending December 31, 2019 financial statements of the Borrower and
its Subsidiaries on a consolidated basis, in each case, including, but not limited to, statements of income and stockholders’ equity
and cash flow from the beginning of the current Fiscal Year to the end of such Fiscal Year and the balance sheet as at the end of such
Fiscal Year, all prepared in accordance with GAAP, and in reasonable detail and reported upon without qualification.


 




    	 



    	 



    

 


(B) Quarterly
Financial Statements. The Borrower shall furnish Agent and the Purchasers within sixty (60) days after the end of each Fiscal Quarter
commencing with the Fiscal Quarter ending September 30, 2019, an unaudited balance sheet and unaudited statements of stockholders’
equity, income and of cash flow of the Borrower and its Subsidiaries on a consolidated and consolidating basis, in each case, reflecting
results of operations from the beginning of the Fiscal Year to the end of such Fiscal Quarter and for such Fiscal Quarter, prepared on
a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments
that individually and in the aggregate are not material to the business of the Note Parties. Each such balance sheet, statements of income
and cash flow shall set forth a comparison of the figures for the current fiscal period and the current year-to-date with, in either
case, the figures for the same fiscal period and year-to-date period of the immediately preceding Fiscal Year.


 


(C) Monthly
Financial Statements The Borrower shall furnish Agent and the Purchasers within thirty (30) days after the end of the each Fiscal
Month commencing with the Fiscal Month ending June 30, 2019, an unaudited balance sheet and unaudited statements of and stockholders’
equity, income and of cash flow of the Borrower and its Subsidiaries on a consolidated and consolidating basis, in each case, reflecting
results of operations from the beginning of the Fiscal Year to the end of such Fiscal Month and for such Fiscal Month, prepared on a
basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year-end adjustments
that individually and in the aggregate are not material to the business of the Note Parties. Each such balance sheet, statements of income
and cash flow referred shall set forth a comparison of the figures for the current fiscal period and the current year-to-date with, in
either case, the figures for the same fiscal period and year-to-date period of the immediately preceding Fiscal Year.


 


(D) Projected
Operating Budget. The Borrower shall furnish Agent and the Purchasers, within forty-five (45) days (or such longer period as may
be agreed by the Requisite Purchasers) after the beginning of each Fiscal Year of the Borrower commencing with the Fiscal Year ending
December 31, 2020, a month by month projected operating budget and cash flow of the Borrower and its Subsidiaries on a consolidated and
consolidating basis for such Fiscal Year (including an income statement for each Fiscal Month and a balance sheet as at the end of each
Fiscal Month) (the “Projections”), such Projections to be accompanied by a certificate signed by the chief financial
officer, director of finance, vice president of finance or other officer performing comparable functions of Borrower to the effect that
such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements
and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared.


 


(E) Management
Discussion and Analysis. Together with each delivery of financial statements pursuant to Section 5.1(A) and Section 5.1(B),
a management discussion and analysis report, in reasonable detail, signed by a Responsible Officer of the Borrower, describing the operations
and financial condition of the Note Parties and their Subsidiaries for such period and summarizing all material variances from budgets
submitted by Note Parties pursuant to Section 5.1(D) hereof and a discussion and analysis by management with respect to such variances.


 


(F) Collateral
Reports. If requested by Agent or the Purchasers, the Borrower shall furnish such Persons: (a) accounts receivable agings and (b)
accounts payable agings.


 




    	 



    	 



    

 


(G) Disclosure
of Material Matters. Immediately upon learning thereof, the Borrower shall report to Agent and the Purchasers all matters materially
and adversely affecting the value, enforceability or collectability of any material portion of the Collateral.


 


(H) Government
Accounts. The Borrower shall notify Agent immediately if greater than $250,000 of its Accounts arise out of contracts between any
Note Party and the United States, any state, or any department, agency or instrumentality of any of them.


 


(I) TS
Acquisition. Concurrently with delivery of any notices to any other party under the TS Acquisition Agreement, TS Escrow Agreement,
or any other TS Acquisition Document, the Note Party shall deliver a copy thereof to the Agent. Promptly upon receipt of any notice from
any other party under the TS Acquisition Agreement, TS Escrow Agreement, or any other TS Acquisition Document, the Note Party shall deliver
a copy thereof to the Agent.


 


(J) ABG
License. Concurrently with delivery of any notices to any other party under the ABG License, the Note Parties shall deliver a copy
thereof to the Agent. Promptly upon receipt of any notice from any other party under the ABG License, the Note Parties shall deliver
a copy thereof to the Agent. Concurrently with delivery, and promptly upon receipt, copies of any Reports (as defined in the ABG License)
delivered by or received by, as applicable, any Note Party. Promptly after the Borrower knows that a material breach or default has occurred
under the ABG License, the Note Parties shall deliver a notice thereof to the Agent, which notice shall include a description of such
default or breach and the consequences thereof under the ABG License.


 


(K) Material
Occurrences. The Borrower shall promptly notify Agent and Purchasers in writing upon the occurrence of (a) any Event of Default or
Default with such notice stating that it is a “Notice of Default”; (b) any event, development or circumstance whereby any
financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently
applied, the financial condition or operating results of the Borrower and its Subsidiaries or any Note Party as of the date of such statements;
(c) each and every default by any Note Party or any Subsidiary which might result in the acceleration of the maturity of any Indebtedness
having an outstanding principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, including the names and addresses
of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been
or could be accelerated, and the amount of such Indebtedness; and (d) any other development in the business or affairs of any Note Party
or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and
the action such Note Party or such Subsidiary propose to take with respect thereto.


 


(L) Litigation.
The Borrower shall promptly notify Agent and the Purchasers in writing of any litigation, suit or administrative proceeding affecting
the Borrower or any of its Subsidiaries, whether or not the claim is covered by insurance, and of any suit or administrative proceeding,
(i) in which the amount of damages claimed is in excess of $500,000 individually or $1,000,000 in the aggregate, (ii) in which injunctive
or similar relief is sought and which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, or (iii)
in which the relief sought is an injunction or other stay of the performance of this Agreement or any other Note Document.


 




    	 



    	 



    

 


(M) Default
Notices. The Borrower shall promptly notify the Agent and the Purchasers in writing of any “default” or “event
of default” under any of the documents governing the SLR Indebtedness, any Public Offering Indebtedness, any Subordinated Indebtedness
or the New York Lease.


 


(N) Other
Reports. The Borrower shall furnish the Agent and the Purchasers as soon as available, but in any event within five (5) days after
the issuance thereof, with (i) copies of all material notices sent to or from the holders of the SLR Indebtedness, the Subordinated Debentures
or any other holders of Indebtedness, (ii) copies of all reports as the Borrower or any of its Subsidiaries shall send to its board of
directors or any committees thereof and (iii) copies of all reports and material returns as the Borrower or any of its Subsidiaries shall
send to its members or stockholders.


 


(O) Additional
Information. The Borrower shall furnish Agent and Purchases with such additional information as Agent or any Purchaser shall reasonably
request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement have been complied
with by the Borrower and its Subsidiaries.


 


(P) SEC
Filings. Promptly upon transmission thereof, the Borrower shall furnish to Agent copies of all registration statements (without exhibits)
and all reports, if any, which it files with the SEC (or any Governmental Authority or agency succeeding to the functions of the SEC).


 


(Q) Notice
of Suits, Adverse Events. The Borrower shall furnish Agent with prompt notice of (i) any lapse or other termination of any consent
issued to the Borrower or any of its Subsidiaries by any Governmental Authority or any other Person that is material to the operation
of the Borrower or any of its Subsidiaries’ business; (ii) any refusal by any Governmental Authority or any other Person to renew
or extend any such consent; (iii) copies of any periodic or special reports filed by the Borrower or any of its Subsidiaries with any
Governmental Authority or Person, if such reports indicate any material change in the business, operations, affairs or condition of the
Borrower or any of its Subsidiaries, or if copies thereof are requested by Agent or any Purchaser, and (iv) copies of any material notices
and other communications from any Governmental Authority or Person which specifically relate to the Borrower or any of its Subsidiaries,
in each case, unless such lapse, termination, refusal, report or communication could not reasonably be expected to have a Material Adverse
Effect.


 


(R) ERISA
Notices and Requests. The Borrower shall furnish Agent with prompt written notice in the event of any of the following, in each case,
if a Responsible Officer knows that the event has occurred and the event would have a Material Adverse Effect on the Borrower and its
Subsidiaries: (i) a Termination Event has occurred, together with a written statement describing such Termination Event and the action,
if any, which the Borrower, a Subsidiary Guarantor or any ERISA Affiliate has taken, is taking, or proposes to take with respect thereto
and, when known by a Responsible Officer, any action taken or threatened by the IRS, Department of Labor or PBGC with respect thereto;
(ii) a non-exempt prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the IRC) has occurred with respect to an Employee
Benefit Plan, together with a written statement describing such transaction and the action which the Borrower, such Subsidiary Guarantor
or any ERISA Affiliate has taken, is taking or proposes to take with respect thereto; (iii) a funding waiver request has been filed with
respect to any Pension Benefit Plan, together with all communications received by the Borrower, any Subsidiary Guarantor or any ERISA
Affiliate with respect to such request; (iv) the Borrower or any Subsidiary Guarantor shall receive from the PBGC a notice of intention
to terminate a Pension Benefit Plan or to have a trustee appointed to administer a Pension Benefit Plan, together with copies of each
such notice; (v) the Borrower or any of its Subsidiaries has received a notice imposing withdrawal liability on the Borrower or any of
its Subsidiaries, together with copies of each such notice; (vi) the Borrower, any Subsidiary Guarantor or any ERISA Affiliate has failed
to make a required installment or any other required payment under Section 412 of the IRC on or before the due date for such installment
or payment; or (vii) (a) a Multiemployer Plan has been terminated, or (b) the PBGC has instituted proceedings under Section 4042 of ERISA
to terminate a Multiemployer Plan.


 




    	 



    	 



    

 


(S) Additional
Documents. The Borrower shall execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to
time, reasonably request to carry out the purposes, terms or conditions of this Agreement.


 


(T) Insurance
Report. As soon as practicable and in any event within thirty (30) days (or such longer period as Agent may agree) of the last day
of each Fiscal Year, the Borrower shall furnish Agent a report in form and substance reasonably satisfactory to Agent outlining all material
insurance coverage maintained as of the date of such report by Note Parties and all material insurance coverage planned to be maintained
by Note Parties in the immediately succeeding Fiscal Year.


 


(U) Accountants.
Promptly upon receipt thereof, the Borrower shall furnish to Agent a copy of each other report submitted to the Borrower or any Subsidiary
by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary.


 


(V) Renewal
of the BRF Finance Co. Letter of Credit. At least one hundred and five (105) days prior to each expiration of the BRF Finance Co.
Letter of Credit, the Borrower shall provide the Agent with a written request for the renewal thereof.


 


(W) MJ
Acquisition. Concurrently with delivery of any notices to any other party under the MJ Acquisition Agreement or any other MJ Acquisition
Document, the Note Party shall deliver a copy thereof to the Agent. Promptly upon receipt of any notice from any other party under the
MJ Acquisition Agreement or any other MJ Acquisition Document, the Note Party shall deliver a copy thereof to the Agent.


 


Notwithstanding
anything herein to the contrary, at any time the Agent so directs the Note Parties, no Note Party shall deliver to the Agent or any Purchaser
the annual financial statements, quarterly financial statements, monthly financial statements, any other statements or reports, and/or
other material non-public information required to be delivered hereunder.


 


5.2. Beneficial
Ownership. At any time or from time to time upon the request of Agent, each Note Party will, at its expense, promptly provide Purchasers
with any information and documentation reasonably requested for purposes of compliance with the Beneficial Ownership Regulation or other
applicable anti-money laundering laws under 31 U.S.C. 5318(h) and its implementing regulations.


 




    	 



    	 



    

 


5.3. Real
Estate Mortgages and Filings. Within 90 days (or such longer period as Agent may agree) after the acquisition by any Note Party of
any fee-owned property (together with fixtures thereon) located in the United States of America that is owned by any Note Party with
a fair market value (as reasonably determined by Borrower) that exceeds $500,000, the Note Parties will deliver such documents as the
Agent may reasonably request to perfect the Agent’s security interest in such real property and other documents reasonably related
thereto, including, without limitation, mortgages, title insurance, surveys, legal opinions, and fixture filings.


 


5.4. Use
of Proceeds and Margin Security.


 


(A) The
Borrower will only use the proceeds of the Original Notes as follows: (i) $16,500,000 of such proceeds will be deposited with Citibank,
N.A. pursuant to the TS Escrow Agreement to be used as the consideration for the TS Acquisition, (ii) $1,135,000 of such proceeds will
be used to pay fees and expenses associated with the Transactions, and (iii) the remainder will be used for general corporate purposes
of the Borrower. The Borrower shall use the proceeds of all Original Notes for proper business purposes consistent with all Applicable
Laws, statutes, rules and regulations.


 


(B) The
Borrower will only use the proceeds of the A&R Notes as follows: (i) $45,000,000 of such proceeds will be used to finance the license
fee under the ABG License, and (ii) the remainder will be used to pay fees and expenses associated with the ABG License and related transactions
and for general corporate purposes of the Borrower. The Borrower shall use the proceeds of all A&R Notes for proper business purposes
consistent with all Applicable Laws, statutes, rules and regulations.


 


(C) No
portion of the proceeds of any Note shall be used for the purpose of purchasing or carrying margin stock within the meaning of Regulation
U, or in any manner that might cause the borrowing or the application of such proceeds to violate Regulation T or Regulation X or any
other regulation of the Board of Governors of the Federal Reserve System or to violate the Exchange Act.


 


(D) The
Borrower will only use the proceeds of the First Amendment Notes as follows: $3,000,000 will be used to pay fees and expenses associated
with the First Amendment and for general corporate purposes of the Borrower. The Borrower shall use the proceeds of all First Amendment
Notes for proper business purposes consistent with all Applicable Laws, statutes, rules and regulations.


 


(E) The
Borrower will use the proceeds of the Delayed Draw Term Notes to pay fees and expenses associated with the Second A&R Closing and
for general corporate purposes of the Borrower. The Borrower shall use the proceeds of all Delayed Draw Term Notes for proper business
purposes consistent with all Applicable Laws, statutes, rules and regulations.


 




    	 



    	 



    

 


(F) The
Borrower will use the proceeds of the Third A&R Notes to pay consideration for the MJ Acquisition, to pay fees and expenses associated
with the MJ Acquisition, to prepay all of the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes First Maturity Date and
to pay fees and expenses associated with the Third A&R Closing. The Borrower shall use the proceeds of all Third A&R Notes for
proper business purposes consistent with all Applicable Laws, statutes, rules and regulations.


 


5.5. Maintenance
of Properties and Existence. The Note Parties shall, and shall cause their respective Subsidiaries to, maintain and preserve all
of their respective material properties (including as relates to Intellectual Property) which are necessary or useful in the proper conduct
of their business in good working order and condition, ordinary wear and tear excepted and make or cause to be made all appropriate repairs,
renewals and replacements thereof, and comply at all times with the provisions of all material leases to which it is a party as lessee,
so as to prevent any loss or forfeiture thereof or thereunder. Each Note Party will and shall cause each of its Subsidiaries to (i) maintain
and preserve and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction
of incorporation, organization or formation, and (ii) maintain rights, privileges, permits, licenses, authorizations and approvals, and
become or remain duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by
such Note Party or in which the transaction of its business makes such qualification necessary, in each case under this clause (ii),
except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.


 


5.6. Additional
Guarantors; Collateral; Further Assurances.


 


(A) The
Borrower shall promptly notify the Agent when, and provide evidence satisfactory to the Agent that, the conditions to the consummation
of the TS Acquisition (including the requisite stockholder consent) have been satisfied. Substantially concurrently with the consummation
of the TS Acquisition, the Borrower shall cause TheStreet (as the surviving entity in such merger) to become a Guarantor hereunder and
cause TheStreet to execute and deliver (x) a joinder agreement in form and substance satisfactory to Agent, (y) each document that would
have been required by Section 3.1 to be delivered to Agent with respect to such Subsidiary had such Subsidiary been a Guarantor
on the Second A&R Effective Date, and (z) such other documents as Agent may reasonably request, all such documents to be in form
and substance reasonably satisfactory to Agent and the Requisite Purchasers. The Borrower shall promptly notify the Agent when, and provide
evidence satisfactory to the Agent that, the conditions to the consummation of the MJ Acquisition have been satisfied.


 


(B) Without
limiting the foregoing clause (A), it is the intent of the parties that Maven Media Brands, LLC, a Delaware limited liability company,
and any other Subsidiary that is established, created or acquired by the Borrower or any other Note Party after the Second A&R Effective
Date become a Guarantor hereunder. Note Parties shall cause any such Subsidiary to become a Guarantor hereunder concurrently with the
creation or acquisition thereof and shall cause such Subsidiary to execute and deliver (x) a joinder agreement in form and substance
satisfactory to Agent, (y) each document that would have been required by Section 3.1 to be delivered to Agent with respect to
such Subsidiary had such wholly-owned Subsidiary been a Guarantor on the Second A&R Effective Date, and (z) such other documents
as Agent may reasonably request, including opinions of counsel, all such documents to be in form and substance reasonably satisfactory
to Agent and the Requisite Purchasers.


 




    	 



     


    

 


(C) The
Note Parties acknowledge that it is their intention to provide Agent with a Lien on all of the Collateral, subject only to Liens permitted
hereunder. The Note Parties shall from time to time promptly notify Agent of the acquisition by any Note Party of any material property
constituting Collateral in which Agent does not then hold a perfected Lien, or the creation or existence of any such property constituting
Collateral, and such Person shall, upon request by Agent, promptly, and in any event within five (5) days of such request, execute and
deliver to Agent or cause to be executed and delivered to Agent pledge agreements, security agreements, or other like agreements with
respect to such property, together with such other documents, certificates, opinions of counsel and the like as Agent shall reasonably
request in connection therewith, in form and substance reasonably satisfactory to Agent, such that Agent shall receive valid and perfected
Liens with respect to Collateral on all such property constituting Collateral. In addition, in the event that any Note Party files or
acquires any ownership interest in any Trademarks, Copyrights, or Patents (each as defined in the applicable Security Document) filed
or registered with the U.S. Patent and Trademark Office or U.S. Copyright Office, in each case that is material to the business of the
Note Parties, then such Note Party shall notify Agent promptly in writing within thirty (30) days of such notice (or such longer period
as Agent may agree) and shall execute, or cause the execution of a security agreement and other documents with respect thereto in form
and substance reasonably satisfactory to Agent.


 


(D) Without
limiting the foregoing, the Note Parties shall (and, subject to the extent applicable hereinafter set forth, shall cause each of their
Subsidiaries to) take such additional actions and execute such documents as the Agent or Requisite Purchasers may reasonably require
from time to time in order to carry out more effectively the purposes of this Agreement or any other Note Document.


 


5.7.
Investment Banker. The Borrower agrees that the
Borrower shall retain B. Riley as the Borrower’s exclusive investment banker in connection with any effort by the Borrower to issue
Equity Interests or borrow money or to enter into any merger, sale or acquisition transaction so long as such engagement is on commercial
terms substantially consistent with those in the investment banking industry required by firms of similar scope of operations in the
United States.


 


5.8. Post-Closing
Obligations. The Borrower shall deliver, or cause to be delivered, the agreements, instruments and other documents set forth
on Schedule 5.8 within the applicable time periods specified therein or in each case, such later date as may be agreed by the
Agent in its sole discretion.


 


SECTION
6. [RESERVED]


 


SECTION
7. NEGATIVE COVENANTS


 


Each
Note Party covenants and agrees that so long as any of the Obligations remain outstanding (other than contingent indemnification obligations
to the extent no claims giving rise thereto have been asserted by the Person entitled thereto), such Note Party shall not, and will not
permit any of its Subsidiaries to, violate any of the covenants set forth in this Section 7.


 




    	 



     


    

 


7.1. Indebtedness
and Liabilities. No Note Party will, or will permit any Subsidiary to, directly or indirectly create, incur, assume, guaranty, or
otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to any Indebtedness except:


 


(A) the
Obligations;


 


(B) Indebtedness
existing on the Third A&R Effective Date and identified on Schedule 7.1, but not any extensions, renewals or replacements
of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as
the same are in effect on the date of this Agreement, and (ii) refinancings and extensions of any such Indebtedness if the terms and
conditions thereof, taken as a whole, are not less favorable to the obligor thereon than the Indebtedness being refinanced or extended,
and the weighted average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended;
provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (x) include Indebtedness
of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, or (y) exceed in a principal
amount the Indebtedness being renewed, extended or refinanced (plus an amount equal to any unpaid accrued interest and premiums thereunder
and other fees and expenses incurred in connection with such refinancing or extension);


 


(C) Indebtedness
in the form of guarantees permitted by Section 7.2;


 


(D) Indebtedness
consisting of customer deposits received by a Note Party or any Subsidiary in the ordinary course of business;


 


(E) Indebtedness
consisting of intercompany loans permitted by Section 7.4;


 


(F) Indebtedness
of the Note Parties arising under the SLR Indebtedness Documents in an aggregate principal amount not to exceed $40,000,000;


 


(G) subject
to Section 5.8, Indebtedness of the Borrower arising under the Subordinated Debentures in an aggregate principal amount of $15,205,528,
less any principal payments of such Indebtedness made on or after the date hereof;


 


(H) Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, provided that such Indebtedness is extinguished within ten (10) Business Days after its incurrence;


 


(I) Public
Offering Indebtedness; and


 


(J) Subordinated
Indebtedness (other than the Subordinated Debentures).


 


7.2. Guarantees.
Neither any Note Party nor any of its Subsidiaries will guaranty, endorse, or otherwise in any way become or be responsible for any obligations
of any other Person, whether directly or indirectly by agreement to purchase the indebtedness of any other Person or through the purchase
of goods, supplies or services, or maintenance of working capital or other balance sheet covenants or conditions, or by way of stock
purchase, capital contribution, advance or loan for the purpose of paying or discharging any indebtedness or obligation of such other
Person or otherwise, except:


 


(A) as
provided under the Note Documents;


 




    	 



     


    

 


(B) for
endorsements of instruments or items of payment for collection in the ordinary course of business;


 


(C) guarantees
by Note Parties of the obligations of other Note Parties;


 


(D) guarantees
existing as of the Third A&R Effective Date and listed in Schedule 7.2(D), including extension and renewals thereof which
do not increase the amount of such guarantees as of the date of such extension or renewal (plus an amount equal to any unpaid accrued
interest and premiums thereunder and other fees and expenses incurred in connection with such refinancing or extension);


 


(E) guarantees
incurred in the ordinary course of business with respect to leases and other obligations not constituting Indebtedness; and


 


(F) guarantees
arising with respect to customary indemnification obligations in favor of (i) sellers in connection with acquisitions permitted hereunder
and (ii) purchasers in connection with dispositions permitted hereunder.


 


7.3. Transfers,
Liens and Related Matters.


 


(A) Transfers.
No Note Party will, or will permit any of its Subsidiaries to, sell, assign (by operation of law or otherwise) or otherwise dispose of,
or grant any option with respect to any of the Collateral or the assets of any Note Party or any of its Subsidiaries, except:


 


(1) dispositions
of Inventory in the ordinary course of business;


 


(2) dispositions
of cash in the ordinary course of business;


 


(3) dispositions
of (i) obsolete or worn out property and assets in the ordinary course of business, or (ii) property or assets no longer used or useful
in the conduct of the business of the Borrower or its Subsidiaries;


 


(4) licenses,
sublicenses, leases or subleases (excluding Intellectual Property license) granted to third parties in the ordinary course of business
and not materially interfering with the business of the Borrower and any of its Subsidiaries;


 


(5) licensing
or sublicensing on a non-exclusive basis of Intellectual Property in the ordinary course of business;


 


(6) the
factoring and sale of receivables in the ordinary course of business consistent with past practice; and


 


(7) dispositions
from any Note Party to any other Note Party;


 




    	 



     


    

 


provided
however, no dispositions of Intellectual Property made to any Person (other than a Note Party) shall constitute a disposition permitted
hereunder unless such disposition is subject to a non-exclusive royalty-free license of such Intellectual Property in favor of the Agent
for use in connection with the exercise of rights and remedies of the Secured Parties under the Note Documents in respect of the Collateral,
which license shall be substantially similar to the license described in Section 7.5(c) of the Security Agreement (or otherwise reasonably
satisfactory to the Agent and the Requisite Purchasers).


 


(B) Liens.
Except for Permitted Encumbrances, no Note Party will, or will permit any of its Subsidiaries to, directly or indirectly create, incur,
assume or permit to exist any Lien on or with respect to any of the Collateral or any other assets or any proceeds, income or profits
therefrom.


 


(C) No
Negative Pledges. No Note Party will, or will permit any of its Subsidiaries to enter into or assume any agreement (other than (i)
the Note Documents, (ii) the SLR Indebtedness Documents, (iii) the Subordinated Debentures, and (iv) any instrument or other document
evidencing a Permitted Encumbrance (or the Indebtedness secured thereby) restricting on customary terms the transfer of any property
or assets subject to such Permitted Encumbrance) prohibiting the creation or assumption of any Lien upon its properties or assets, whether
now owned or hereafter acquired.


 


(D) No
Restrictions on Subsidiary Distributions to Note Parties. No Note Party will, or will permit any of its Subsidiaries to, directly
or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any such Subsidiary to directly or indirectly: (i) pay dividends or make any other distribution on any of such Subsidiary’s
Equity Interests owned by a Note Party; (ii) pay any indebtedness owed to a Note Party; (iii) make loans or advances to a Note Party;
or (iv) transfer any of its property or assets to a Note Party; provided that the foregoing shall not apply to:


 


(1) restrictions
and conditions imposed by Applicable Law;


 


(2) restrictions
and conditions under the Note Documents;


 


(3) restrictions
and conditions existing on the Third A&R Effective Date and listed on Schedule 7.3(D) and any extensions, renewals, refinancings,
replacements, refundings, or modifications thereon (so long as any such extensions, renewals, refinancings, replacements, refundings,
or modifications do not make any restriction or condition less favorable to the Borrower or any of its Subsidiaries in any material respect);


 


(4) restrictions
and conditions imposed by organizational documents as of the Third A&R Effective Date;


 


(5) customary
restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale and pertaining only to such
Subsidiary; provided that such sale is permitted hereunder;


 


(6) customary
restrictions and conditions contained in agreements relating to a disposition of assets permitted by this agreement;


 




    	 



     


    

 


(7) restrictions
and conditions that were binding on a Subsidiary or assets at the time such Subsidiary or assets were acquired, so long as such restrictions
and conditions were not entered into in contemplation of this provision;


 


(8) customary
restrictions or conditions imposed by an agreement governing Indebtedness permitted hereunder; and


 


(9) customary
provisions in leases, licenses and other agreements restricting subletting, sublicensing or assignments, including the granting of a
Lien.


 


7.4. Investments
and Loans. No Note Party will, or will permit any of its Subsidiaries to, make or permit to exist investments in or loans to any
other Person, except:


 


(A) loans
and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business in an aggregate
outstanding amount not in excess of $50,000 at any time;


 


(B) loans
and investments by a Note Party to or in another Note Party;


 


(C) loans
and investments by Subsidiaries that are not Note Parties to or in other Subsidiaries that are not Note Parties;


 


(D) Restricted
Junior Payments permitted under Section 7.5 that constitute investments;


 


(E) loans
and investments existing on the Third A&R Effective Date and set forth on Schedule 7.4(E);


 


(F) the
TS Acquisition and the MJ Acquisition;


 


(G) the
creation of wholly-owned Subsidiaries, subject to compliance with the terms of Sections 5.6;


 


(H) asset
purchases to be consummated by a Note Party on or prior to March 31, 2023 with an aggregate purchase price not to exceed $5,000,000;
and


 


(I) other
investments in an outstanding amount not to exceed $100,000 in the aggregate at any time.


 


provided
however, with respect to any investment consisting of Intellectual Property, such investment of Intellectual Property in any Person
(other than a Note Party) shall not constitute an investment permitted hereunder unless such investment is subject to a non-exclusive
royalty-free license of such Intellectual Property in favor of the Agent for use in connection with the exercise of rights and remedies
of the Secured Parties under the Note Documents in respect of the Collateral, which license shall be substantially similar to the license
described in Section 7.5(c) of the Security Agreement (or otherwise reasonably satisfactory to the Agent and the Requisite Purchasers).


 




    	 



     


    

 


7.5. Restricted
Junior Payments. No Note Party will directly or indirectly declare, order, pay, make or set apart any sum for any Restricted Junior
Payment, except that:


 


(A)
Note Parties and their Subsidiaries may make distributions to Note Parties;


 


(B) The
Borrower may, and the other Note Parties and their Subsidiaries may make distributions to the Borrower to allow the Borrower to, repurchase
its (or its direct or indirect parent) Equity Interests from directors, executive officers, members of management or employees of the
Borrower and its Subsidiaries upon the death, disability, retirement or termination of such directors, executive officers, members of
management or employees, so long as no Default or Event of Default is then existing or would be created thereby and the aggregate amount
of cash expended by the Borrower does not exceed $10,000 in the aggregate after the A&R Effective Date;


 


(C) Note
Parties and their Subsidiaries may make payments of interest and principal with respect to intercompany indebtedness incurred from a
Note Party;


 


(D) Subsidiaries
that are not Note Parties may make payments of interest and principal with respect to intercompany indebtedness incurred from another
Subsidiary that is not a Note Party;


 


(E) Note
Parties and their Subsidiaries may make payments permitted by Section 7.8(B);


 


(F) Note
Parties may make payments of principal, interest and other amounts with respect to Subordinated Indebtedness that is subject to a Subordination
Agreement to the extent expressly permitted under the terms of the applicable Subordination Agreement; and


 


(G) So
long as no Default or Event of Default has occurred and is outstanding, the Note Parties may make regularly scheduled payments of interest
with respect to Public Offering Indebtedness.


 


7.6. Restriction
on Fundamental Changes. No Note Party will, or will permit any of its Subsidiaries to:


 


(A) enter
into any transaction of merger or consolidation;


 


(B) liquidate,
wind-up or dissolve itself (or suffer any liquidation or dissolution); and


 


(C) except
as permitted by Section 7.3, convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any substantial part of its business or assets, or the Equity Interests of any of its Subsidiaries, whether now
owned or hereafter acquired,


 




    	 



     


    

 


provided,
however, with respect to each of the foregoing clauses (A), (B) and (C):


 


(x) (i)
Note Parties may merge with and into each other and/or into the Borrower, so long as, in the case of a merger with the Borrower, Borrower
is the surviving entity, or (ii) Note Parties (other than the Borrower) may convey all or substantially all of their assets to each other
or to the Borrower, or (iii) Note Parties (other than the Borrower) may liquidate, wind-up or dissolve, so long as any assets of such
Note Party are transferred to another Note Party; and


 


(y)  TST AcquisitionCo may merge with TheStreet in connection with the TS Acquisition, subject to
compliance with Section 5.6(A).


 


7.7. Division.
Notwithstanding anything herein or any other Note Document to the contrary, no Note Party that is a limited liability company may divide
itself into two or more limited liability companies or series thereof (pursuant to a “plan of division” as contemplated under
the Delaware Limited Liability Company Act or otherwise) without the prior written consent of the Agent.


 


7.8. Transactions
with Affiliates. Except as expressly permitted by Section 7.5, no Note Party shall, nor shall it permit any of its Subsidiaries
to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property
or the rendering of any service) with any Affiliate of the Borrower; provided, however, that the Note Parties and their
Subsidiaries may enter into or permit to exist any such transaction if the terms of such transaction are not less favorable to such Note
Party or that Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate; provided
further that the foregoing restrictions shall not apply to:


 


(A) any
transaction among any two or more Note Parties;


 


(B) reasonable
and customary fees paid to members of the board of directors (or similar governing body) of the Note Parties and their Subsidiaries that
are not employees of any of the Note Parties or their Subsidiaries; and


 


(C) transactions
described in Schedule 7.8.


 


7.9. Conduct
of Business. From and after the Third A&R Effective Date, the Borrower will not, and will not permit any of its Subsidiaries
to, engage in any business other than businesses of the type engaged in by the Borrower and its Subsidiaries on the Third A&R Effective
Date, other businesses reasonably related thereto.


 


7.10. Tax
Consolidations. No Note Party will file or consent to the filing of any consolidated income tax return with any Person other than
the Borrower, the Note Parties and their Subsidiaries unless required by Applicable Law.


 


7.11. TS
Acquisition Documents. No Note Party will amend, modify or change the terms of any TS Acquisition Document without the prior written
consent of the Agent. No Note Party will deliver any Joint Release Instruction under (and as defined in) the TS Escrow Agreement without
the prior written consent of the Agent; provided however, in the event that such Joint Release Instructions are being delivered
to release the escrowed funds solely to pay the consideration under the TS Acquisition Agreement after the occurrence of the Effective
Time pursuant to (and as defined in) the TS Acquisition Agreement, (i) the prior written consent of the Agent shall not be required to
deliver such Joint Release Escrow Instructions and (ii) the Borrower shall promptly deliver a copy of such Joint Release Escrow Instructions
to the Agent.


 




    	 



     


    

 


7.12. Changes
to Indebtedness Documents. No Note Party will amend, modify or change the terms of any Subordinated Indebtedness Document, the SLR
Indebtedness Documents or any documents related to the Public Offering Indebtedness without the prior written consent of the Agent.


 


7.13. Sales
and Lease-Backs. No Note Party shall, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety
with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Note
Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Borrower or any of its Subsidiaries),
or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such
Note Party (other than the Borrower or any of its Subsidiaries) in connection with such lease.


 


7.14. Anti-Terrorism
Laws. No Note Party shall, nor shall any Note Party permit any Subsidiary or any Person that, directly or indirectly, is in control
of a Note Party to:


 


(A) conduct
any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds,
goods or services to or for the benefit of any Blocked Person;


 


(B) deal
in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order
No. 13224;


 


(C) engage
in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in the Executive Order No. 13224, the USA PATRIOT Act, or any other Anti-Terrorism Law. The Note Parties
shall deliver to the Purchasers any certification or other evidence requested from time to time by any Purchaser in its sole discretion,
confirming such Note Party’s compliance with this Section; or


 


(D) become
(including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target
of sanctions imposed by the United Nations or the European Union including the making or receiving any contribution of funds, goods or
services to or for the benefit of any Blocked Person.


 


7.15. Trading
with the Enemy Act. No Note Party shall, nor shall any Note Party permit any Subsidiary or any Person that, directly or indirectly,
is in control of a Note Party to engage in any business or activity in violation of the Trading with the Enemy Act.


 


7.16. Fiscal
Year. No Note Party will change its Fiscal Year, unless approved in writing by Agent.


 


7.17. ABG
License. No Note Party will amend, modify or change the terms of the ABG License or the other documents related thereto in any material
respect without the prior written consent of the Agent.


 




    	 



     


    

 


7.18. MJ
Acquisition Documents. No Note Party will amend, modify or change the terms of any MJ Acquisition Document without the prior written
consent of the Agent.


 


SECTION
8. DEFAULT, RIGHTS AND REMEDIES


 


8.1. Event
of Default. “Event of Default” means the occurrence or existence of any one or more of the following:


 


(A) Payment.
Failure to pay any amount of principal, interest, fees, or any other amount payable hereunder or pursuant to any other Note Document
after the same shall become due; or


 


(B) Breach
of Warranty. Any representation, warranty, certification or other statement made by any Note Party in any Note Document or in any
statement or certificate at any time given by such Person in writing pursuant or in connection with any Note Document is false in any
material respect on the date made (without duplication of other materiality qualifiers contained therein); or


 


(C) Breach
of Certain Provisions. Failure of any Note Party to perform or comply with any term or condition contained in Section 5.1,
Section 5.4, Section 5.5 (with respect to each Note Party’s corporate existence only), Section 5.6, Section
5.7, Section 5.8, or Section 7; or


 


(D) Other
Defaults Under Note Documents. The Borrower or any of its Subsidiaries defaults in the performance of or compliance with any term
contained in this Agreement other than those otherwise set forth in this Section 8.1, or defaults in the performance of or compliance
with any term contained in any other Note Document and such default, in any such case, is not remedied within ten (10) days; or


 


(E) Default
in Other Agreements. (1) Failure of any Note Party to pay when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) any principal or interest on any Indebtedness (other than the Obligations) having a principal amount (including
undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
in excess of $500,000 individually or $1,000,000 in the aggregate for all such Indebtedness and such failure continues after the applicable
grace or notice period, if any, specified in the document relating thereto on the date of such failure, (2) any breach or default with
respect to any Indebtedness of any Note Party (other than the Obligations) having a principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of $500,000
individually or $1,000,000 in the aggregate for all such Indebtedness and such breach or default continues beyond any applicable grace
period, if such breach or default entitles the holder of such Indebtedness to cause such Indebtedness to become or be declared due prior
to its stated maturity (without regard to any subordination terms with respect thereto); (3) a breach or default occurs under the ABG
License, which breach or default has a material adverse effect on the Borrower’s rights thereunder; (4) an amendment, breach or
default occurs under the ABG-SI License, which amendment, breach or default has a material adverse effect on the Borrower’s rights
under the ABG License; (5) a breach or default occurs under the New York Lease, which breach or default has a material adverse effect
on the applicable Note Party’s rights thereunder; (6) a breach or default occurs under any SLR Indebtedness Document and such breach
or default continues beyond any applicable grace period, if such breach or default entitles SLR Digital Finance LLC (or its successors
or assigns as lender under the SLR Indebtedness Documents) to cause such Indebtedness to become or be declared due prior to its stated
maturity (without regard to any subordination terms with respect thereto); or (7) a breach or default occurs under any Subordinated Debenture;
or


 




    	 



     


    

 


(F) Change
in Control. A Change In Control occurs; or


 


(G) Involuntary
Bankruptcy; Appointment of Receiver, etc. (1) A court enters a decree or order for relief with respect to any Note Party in an involuntary
case under any applicable bankruptcy, winding-up, insolvency or other similar law now or hereafter in effect, which decree or order is
not stayed or other similar relief is not granted under any applicable federal, provincial or state law; or (2) the continuance of any
of the following events for thirty (30) days unless dismissed, bonded or discharged: (a) an involuntary case is commenced against any
Note Party, under any applicable bankruptcy, insolvency winding-up, or other similar law now or hereafter in effect; or (b) a receiver,
liquidator, sequestrator, trustee, custodian or other fiduciary having similar powers over any Note Party, or over all or a substantial
part of their respective property, is appointed; or


 


(H) Voluntary
Bankruptcy; Appointment of Receiver, etc. (1) Any Note Party commences a voluntary case under any applicable bankruptcy, winding-up,
insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case or
to the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession
by a receiver, trustee or other custodian for all or a substantial part of its property; or (2) any Note Party makes any assignment for
the benefit of creditors; or (3) any Note Party voluntarily ceases to conduct its business in the ordinary course; or (4) the board of
directors (or similar governing body) of any Note Party adopts any resolution or otherwise authorizes action to approve any of the actions
referred to in this Section 8.1(H); or


 


(I) ERISA.
A Termination Event shall have occurred that has resulted in liability to the Borrower and its Subsidiaries in an aggregate amount in
excess of $500,000 individually or $1,000,000 in the aggregate with respect to all Termination Events and such liability remains unpaid
for a period of two (2) Business Days; provided, that, no Lien is imposed on the Borrower, any of its Subsidiaries or their
respective assets with respect to such liability; or


 


(J) Judgment,
Attachments and Litigation. Any (i) money judgment, writ or warrant of attachment, or similar process involving an amount in any
individual case in excess of $500,000 individually or $1,000,000 in the aggregate for all judgments (in any case not adequately covered
by insurance as to which the insurance company has acknowledged coverage) is entered or filed against any Note Party or any of its respective
assets and remains undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days; or (ii) non-monetary judgment which
could reasonably be expected to have a Material Adverse Effect is entered or filed against any Note Party or any of its respective assets
and remains undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days; or


 




    	 



     


    

 


(K) Invalidity
of Subordination Provisions. The subordination and/or intercreditor provisions (if any) of any agreement or instrument governing
the Subordinated Indebtedness or the SLR Indebtedness (if any) shall for any reason be revoked or invalidated, or otherwise cease to
be in full force and effect (other than in accordance with its terms), or any Note Party shall contest in any manner the validity or
enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall not
have the priority contemplated by this Agreement or such subordination and/or intercreditor provisions; or


 


(L) Solvency.
Any Note Party admits in writing its present or prospective inability to pay its debts as they become due; or


 


(M) Injunction.
Any Note Party is enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from
conducting all or any material part of its business and such order continues for thirty (30) days or more and such order could reasonably
be expected to have a Material Adverse Effect; or


 


(N) Invalidity
of Note Documents. Any material provision of any of the Note Documents for any reason, other than a partial or full release in accordance
with the terms thereof, ceases to be in full force and effect or is declared to be null and void, or any Note Party denies that it has
any further liability under any Note Documents to which it is party, or gives notice to such effect; or


 


(O) Failure
of Security. Agent, on behalf of itself and the other Secured Parties, does not have or ceases to have a valid, perfected security
interest in any material portion of the Collateral (after giving effect to any releases permitted hereunder), in each case, for any reason
other than (x) the failure of Agent or any other Secured Party to take any action within its control, or (y) as expressly contemplated
by the Note Documents; or


 


(P) Damage,
Strike, Casualty. Any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike,
lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15)
consecutive days beyond the coverage period of any applicable business interruption insurance, the cessation or substantial curtailment
of revenue producing activities at any facility of the Borrower or any of its Subsidiaries if any such event or circumstance could reasonably
be expected to have a Material Adverse Effect; or


 


(Q) Licenses
and Permits. The loss, termination, suspension or revocation of, or failure to renew, (i) the ABG License or (ii) any other license
or permit now held or hereafter acquired by any Note Party or any of their respective Subsidiaries, if such loss, suspension, revocation
or failure to renew could reasonably be expected to have a Material Adverse Effect; or


 


(R) Material
Adverse Effect. A Material Adverse Effect shall occur; or


 


(S) Forfeiture.
There is filed against any Note Party or any of its Subsidiaries any civil or criminal action, suit or proceeding under any federal,
state or foreign racketeering statute (including, without limitation, the Racketeer Influenced and Corrupt Organization Act of 1970),
which action, suit or proceeding (1) is not dismissed within one hundred twenty (120) days; and (2) could reasonably be expected to result
in the confiscation or forfeiture of any material portion of the Collateral.


 




    	 



     


    

 


8.2. Acceleration.
Upon the occurrence of any Event of Default described in the foregoing Sections 8.1(G) or 8.1(H), all Obligations shall
automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which
are hereby expressly waived by each Note Party. Upon the occurrence and during the continuance of any other Event of Default, Agent may,
and upon demand by Requisite Purchasers shall, by written notice to Borrower, declare all or any portion of the Obligations to be, and
the same shall forthwith become, immediately due and payable.


 


8.3. Remedies.
If any Event of Default shall have occurred and be continuing, in addition to and not in limitation of any other rights or remedies available
to Agent and the other Secured Parties at law or in equity, Agent may, and shall upon the request of Requisite Purchasers, exercise in
respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and other Applicable
Law and may also (a) require Note Parties to, and each Note Party hereby agrees that it will, at its expense and upon request of Agent
forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at a place to be designated by
Agent which is reasonably convenient to both parties; (b) withdraw all cash in any Deposit Account subject to a Control Agreement and
apply such monies in payment of the Obligations in the manner provided in Section 8.6; and (c) without notice or demand or legal
process, enter upon any premises of any Note Party and take possession of the Collateral. Each Note Party agrees that, to the extent
notice of sale of the Collateral or any part thereof shall be required by law, at least ten (10) days’ notice to Borrower of the
time and place of any public disposition or the time after which any private disposition (which notice shall include any other information
required by law) is to be made shall constitute reasonable notification. At any disposition of the Collateral (whether public or private),
if permitted by law, Agent (at the direction of the Requisite Purchasers) may bid (which bid may be, in whole or in part, in the form
of cancellation of indebtedness, credit bid or set-off) for the purchase, lease, or licensing of the Collateral or any portion thereof
for the account of the Secured Parties. Agent shall not be obligated to make any disposition of Collateral regardless of notice of disposition
having been given. Each Note Party shall remain liable for any deficiency. Agent may adjourn any public or private disposition from time
to time by announcement at the time and place fixed therefor, and such disposition may, without further notice, be made at the time and
place to which it was so adjourned. Agent is not obligated to make any representations or warranties in connection with any disposition
of the Collateral. To the extent permitted by law, each Note Party hereby specifically waives all rights of redemption, stay or appraisal,
which it has or may have under any law now existing or hereafter, enacted. Agent shall not be required to proceed against any Collateral
and may proceed against one or more Note Parties directly.


 




    	 



     


    

 


8.4. Appointment
of Attorney-in-Fact. Each Note Party hereby constitutes and appoints Agent as such Note Party’s attorney-in-fact with full
authority in the place and stead of such Note Party and in the name of such Note Party, Agent or otherwise, from time to time in Agent’s
discretion while an Event of Default is continuing to take any action and to execute any instrument that Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sue for, recover, compound, receive and
give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to enforce the obligations
of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Note Party with respect to such obligations
and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent
may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights
of Agent and the other Secured Parties with respect to any of the Collateral; (d) to pay or discharge taxes or Liens levied or placed
upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined
by Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable immediately without demand; (e)
to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications
and notices in connection with Accounts, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f)
generally to take any act required of any Note Party under Section 4 or Section 5 of this Agreement or any Security Document,
and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely
as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Note Parties’ expense,
at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral.
Each Note Party hereby ratifies and approves all acts of Agent made or taken pursuant to this Section 8.4. The appointment of
Agent as each Note Party’s attorney and Agent’s rights and powers are coupled with an interest and are irrevocable until
payment in full, in cash, of all Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto
have been asserted by the Person entitled thereto).


 


8.5. Limitation
on Duty of Agent and Purchasers with Respect to Collateral. Beyond the safe custody thereof, Agent and each other Secured Party shall
have no duty with respect to any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income
thereon or the preservation of rights against prior parties or any other rights pertaining thereto. Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially
equal to that which Agent accords its own property. Neither Agent nor any other Secured Party shall be liable or responsible for any
loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouse,
carrier, forwarding agency, consignee, broker or other agent or bailee selected by Note Parties or selected by Agent in good faith.


 




    	 



     


    

 


8.6. Application
of Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance
of an Event of Default, (a) each Note Party irrevocably waives the right to direct the application of any and all payments at any time
or times thereafter received by Agent from or on behalf of any Note Party, and Agent shall have the continuing and exclusive right to
apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of
Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent, but in
all events subject to Section 8.6(b), and (b) after the occurrence and during the continuance of an Event of Default, Agent may,
and upon the direction of the Requisite Purchasers shall, apply all proceeds of the Collateral, and in any event Agent shall apply any
proceeds of Collateral with respect to any sale of, collection from or other realization upon all or any part of the Collateral pursuant
to the exercise in accordance with the terms of the Note Documents by Agent of its rights or remedies during an Event of Default or received
in connection with an insolvency proceeding with respect to any Note Party, subject to the provisions of this Agreement, as follows:
(i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due
and payable to Agent until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees, expense reimbursements
and indemnities then due and payable to the Purchasers until paid in full; (iii) third, ratably to pay interest then due and payable
in respect of the Third A&R Notes until paid in full; (iv) fourth, ratably to pay principal then due and payable in respect
of the Third A&R Notes until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Delayed
Draw Term Notes maturing on the Delayed Draw Term Notes First Maturity Date until paid in full; (vi) sixth, ratably to pay principal
then due and payable in respect of the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes First Maturity Date until paid
in full; (vii) seventh, ratably to pay interest then due and payable in respect of the Delayed Draw Term Notes maturing on the
Delayed Draw Term Notes Second Maturity Date until paid in full; (viii) eighth, ratably to pay principal then due and payable
in respect of the Delayed Draw Term Notes maturing on the Delayed Draw Term Notes Second Maturity Date until paid in full; (ix) ninth,
ratably to pay interest then due and payable in respect of the Existing Notes until paid in full; (x) tenth, ratably to pay principal
of the Existing Notes (or, to the extent such Obligations are contingent, to provide cash collateral in respect of such Obligations in
accordance with this Agreement) until paid in full; (xi) eleventh, to the ratable payment of all other Obligations then due and
payable; and (xii) last, any balance remaining shall be delivered to the Borrower or to whomever may be lawfully entitled to receive
such balance or as a court of competent jurisdiction may direct. All amounts allocated pursuant to the foregoing clauses (ii) through
(x) to the Purchasers shall be allocated among and distributed to the Purchasers pro rata based on each Purchaser’s share of the
Obligations outstanding under the Third A&R Notes, Delayed Draw Term Notes or Existing Notes, as applicable.


 


8.7. Waivers;
Non-Exclusive Remedies. No failure on the part of Agent or any other Secured Party to exercise, and no delay in exercising and no
course of dealing with respect to, any right under this Agreement or the other Note Documents shall operate as a waiver thereof; nor
shall any single or partial exercise by Agent or any other Secured Party of any right under this Agreement or any other Note Document
preclude any other or further exercise thereof or the exercise of any other right. The rights in this Agreement and the other Note Documents
are cumulative and shall in no way limit any other remedies provided by law.


 


SECTION
9. AGENT


 


9.1. Agent.


 


(A) Appointment.
Each Purchaser hereto and, upon obtaining an interest in any Note, any participant, transferee or other assignee of any Purchaser irrevocably
appoints, designates and authorizes BRF Finance Co., LLC as Agent to take such actions or refrain from taking such action as its agent
on its behalf and to exercise such powers hereunder and under the other Note Documents as are delegated by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto. Neither Agent nor any of its directors, officers, employees or agents
shall be liable for any action so taken. The provisions of this Section 9.1 are solely for the benefit of Agent and Purchasers
and neither the Borrower nor any other Note Party shall have any rights as a third party beneficiary of any of the provisions hereof
(other than as set forth in Sections 9.1(G), (H) and (K)). In performing its functions and duties under this Agreement
and the other Note Documents, Agent shall act solely as agent of Purchasers and does not assume and shall not be deemed to have assumed
any obligation toward or relationship of agency or trust with or for the Borrower or any other Note Party. Agent may perform any of its
duties hereunder, or under the Note Documents, by or through its agents or employees.


 




    	 



     


    

 


(B) Nature
of Duties. Agent shall have no duties, obligations or responsibilities except those expressly set forth in this Agreement or in the
other Note Documents. Agent shall not have by reason of this Agreement a fiduciary, trust or agency relationship with or in respect of
any Purchaser, the Borrower or any other Note Party. Each Purchaser shall make its own appraisal of the credit worthiness of each Note
Party, and shall have independently taken whatever steps it considers necessary to evaluate the financial condition and affairs of Note
Parties, and Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Purchaser with any
credit or other information with respect thereto (other than as expressly required herein), whether coming into its possession before
the Closing Date or at any time or times thereafter.


 


(C) Rights,
Exculpation, Etc. Neither Agent nor any of its officers, directors, employees or agents shall be liable to any Purchaser for any
action taken or omitted by them hereunder or under any of the Note Documents, or in connection herewith or therewith, except that Agent
shall be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable judgment by a
court of competent jurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith
and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Purchaser
to whom payment was due but not made, shall be to recover from other Purchasers any payment in excess of the amount to which they are
determined to be entitled (and such other Purchasers hereby agree to return to such Purchaser any such erroneous payments received by
them). Neither Agent nor any of its agents or representatives shall be responsible to any Purchaser for any recitals, statements, representations
or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability, or sufficiency of this
Agreement or any of the other Note Documents or the transactions contemplated thereby, or for the financial condition of any Note Party.
Agent shall not be responsible for or be required to make any inquiry concerning (i) the performance or observance of any of the terms,
provisions or conditions of this Agreement or any of the other Note Documents, (ii) the financial condition of any Note Party, (iii)
the contents of any certificate, report or other document delivered hereunder or any other Note Document or in connection herewith or
therewith, (iv) the existence or possible existence of any Default or Event of Default or (v) the satisfaction of any condition set forth
in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent. Agent may at any
time request instructions from Purchasers with respect to any actions or approvals which by the terms of this Agreement or of any of
the other Note Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall
be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever
to any Person for refraining from any action or withholding any approval under any of the Note Documents until it shall have received
such instructions from Requisite Purchasers or all or such other portion of the Purchasers as shall be prescribed by this Agreement.
Without limiting the foregoing, no Purchaser shall have any right of action whatsoever against Agent as a result of Agent acting or refraining
from acting under this Agreement or any of the other Note Documents in accordance with the instructions of Requisite Purchasers in the
absence of an express requirement for a greater percentage of Purchaser approval hereunder for such action.


 




    	 



     


    

 


(D) Reliance.
Agent shall be under no duty to examine, inquire into, or pass upon the validity, effectiveness or genuineness of this Agreement, any
other Note Document, or any instrument, document or communication furnished pursuant hereto or in connection herewith. Agent shall be
entitled to rely, and shall be fully protected in relying, upon any written or oral notices, statements, certificates, orders or other
documents or any telephone message or other communication (including any writing or fax) believed by it in good faith to be genuine and
correct and to have been signed, sent or made by the proper Person. With respect to all matters pertaining to this Agreement or any of
the other Note Documents and its duties hereunder or thereunder, Agent shall be entitled to rely upon the advice of legal counsel, independent
accountants, and other experts selected by Agent in its sole discretion.


 


(E) Indemnification.
Purchasers will reimburse and indemnify Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), advances or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against Agent in any way relating to or arising out
of this Agreement or any of the other Note Documents or any action taken or omitted by Agent under this Agreement or any of the other
Note Documents, in proportion to each Purchaser’s pro rata share of the Obligations, but only to the extent that any of the foregoing
is not promptly reimbursed by Note Parties; provided, however, no Purchaser shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements resulting from Agent’s
gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. If any
indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional
indemnity and cease, or not commence, to do the acts indemnified against, even if so directed by Purchasers or Requisite Purchasers,
until such additional indemnity is furnished. The obligations of Purchasers under this Section 9.1(E) shall survive the payment
in full of the Obligations and the termination of this Agreement.


 


(F) B.
Riley Individually. With respect to the Notes purchased by it as a Purchaser, B. Riley shall have and may exercise the same rights
and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Purchaser.
The terms “Purchasers” or “Requisite Purchasers” or any similar terms shall, unless the context clearly otherwise
indicates, include B. Riley in its individual capacity as a Purchaser or one of the Requisite Purchasers. B. Riley, either directly or
through strategic affiliations, may lend money to, acquire equity or other ownership interests in, provide advisory services to and generally
engage in any kind of banking, trust or other business with any Note Party as if it were not acting as Agent pursuant hereto and without
any duty to account therefor to Purchasers. B. Riley, either directly or through strategic affiliations, may accept fees and other consideration
from any Note Party for services in connection with this Agreement or otherwise without having to account for the same to Purchasers.


 




    	 



     


    

 


(G) Successor
Agent.


 


(1) Resignation.
Agent may resign from the performance of all its agency functions and duties hereunder at any time by giving at least five (5) Business
Days’ prior written notice to Borrower and the Purchasers. Such resignation shall take effect upon the acceptance by a successor
Agent of appointment as provided below.


 


(2) Appointment
of Successor. Upon any such notice of resignation pursuant to Section 9.1(G)(1) above, Requisite Purchasers shall appoint
a successor Agent. If a successor Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring Agent,
upon notice to Borrower, may then appoint a successor Agent who shall serve as Agent until such time, if any, as Requisite Purchasers
appoint a successor Agent as provided above.


 


(3) Successor
Agent. Upon the acceptance of any appointment as Agent under the Note Documents by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations under the Note Documents. After any retiring Agent’s resignation as Agent,
the provisions of this Section 9, Section 11.1 and Section 11.2 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent.


 


(H) Collateral
and Guaranty Matters.


 


(1) Release
of Collateral. Purchasers hereby irrevocably authorize and direct Agent to release (or, in the case of sub-clause (c) below, release
or subordinate) any Lien granted to or held by Agent upon any Collateral (a) upon payment and satisfaction of all Obligations (other
than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled thereto)
or (b) constituting property being sold or disposed of, if the applicable Note Party certifies to Agent that the sale, disposition or
lien is made or granted in compliance with the provisions of this Agreement (and Agent may rely in good faith conclusively on any such
certificate, without further inquiry); or (c) of any Subsidiary Guarantor being released pursuant to Section 9.1(H)(2).


 


(2) Release
of Guaranty. Purchasers hereby irrevocably authorize and direct Agent to release any Subsidiary Guarantor from its obligations under
its Guaranty and under the other Note Documents to which it is a party if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder.


 




    	 



     


    

 


(3) Confirmation
of Authority; Execution of Releases. Without in any manner limiting Agent’s authority to act without any specific or further
authorization or consent by Purchasers (as set forth in Sections 9.1(H)(1) and 9.1(H)(2) above), each Purchaser agrees
to confirm in writing, upon request by Agent or Borrower, the authority to release any (i) Collateral conferred upon Agent under Section
9.1(H)(1) and (ii) to release any Subsidiary Guarantor under Section 9.1(H)(2). To the extent any Note Party requests that
Agent release (or subordinate) any Lien granted to or held by Agent as authorized under Section 9.1(H)(1) or release any Subsidiary
Guarantor under Section 9.1(H)(2), (a) Agent shall, and is hereby irrevocably authorized by Purchasers to, execute such documents
as may be necessary to evidence (I) the release of the Liens granted to Agent, for the benefit of Agent and Purchasers, upon such Collateral
and (II) the release of such Subsidiary Guarantor; provided, however, that Agent shall not be required to execute any such
document on terms which, in Agent’s opinion, would expose Agent to liability or create upon Agent any obligation or entail any
consequence other than the release of such Liens or the release of such Subsidiary Guarantor without recourse or warranty, and (b) Note
Parties shall provide at least ten (10) Business Days (or such shorter period as agreed to by Agent in its reasonable discretion) prior
written notice of any request for any document evidencing such release (or subordination) of the Liens or such release of the Subsidiary
Guarantor and Note Parties agree that any such release (or subordination) shall not in any manner discharge, affect or impair the Obligations
or any Liens or any Liens granted to Agent on behalf of Agent and Purchasers upon (or obligations of any Note Party, in respect of) all
interests retained by any Note Party, including, without limitation, the proceeds of any sale, all of which shall continue to constitute
part of the property covered by this Agreement or the Note Documents.


 


(4) Absence
of Duty. Agent shall have no obligation whatsoever to any Purchaser or any other Person to assure that the property covered by this
Agreement or the Note Documents exists or is owned by any Note Party or is cared for, protected or insured or has been encumbered or
that the Liens granted to Agent on behalf of Agent and Purchasers herein or pursuant hereto have been properly or sufficiently or lawfully
created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner
or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available
to Agent in this Agreement or in any of the other Note Documents.


 


(I) Agency
for Perfection. Agent and each Purchaser hereby appoint each other Purchaser as agent for the purpose of perfecting Agent’s
security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by
possession or control. Should any Purchaser (other than Agent) obtain possession of any such assets, such Purchaser shall notify Agent
thereof, and, promptly upon Agent’s request therefor, shall deliver such assets to Agent or in accordance with Agent’s instructions.
Agent may file such proofs of claim or documents as may be necessary or advisable in order to have the claims of Agent and the Purchasers
(including any claim for the reasonable compensation, expenses, disbursements and advances of Agent and the Purchasers, their respective
agents, financial advisors and counsel), allowed in any judicial proceedings relative to any Note Party and/or its Subsidiaries, or any
of their respective creditors or property, and shall be entitled and empowered to collect, receive and distribute any monies, securities
or other property payable or deliverable on any such claims. Any custodian in any judicial proceedings relative to any Note Party and/or
its Subsidiaries is hereby authorized by each Purchaser to make payments to Agent and, in the event that Agent shall consent to the making
of such payments directly to the Purchasers, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of Agent, its agents, financial advisors and counsel, and any other amounts due Agent. Nothing contained in this Agreement
or the other Note Documents shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Purchaser
any plan of reorganization, arrangement, adjustment or composition affecting the Notes, or the rights of any holder thereof, or to authorize
Agent to vote in respect of the claim of any Purchaser in any such proceeding, except as specifically permitted herein.


 




    	 



     


    

 


(J) Exercise
of Remedies. Each Purchaser agrees that it will not have any right individually to enforce or seek to enforce this Agreement or any
other Note Document or to realize upon any collateral security for the Obligations, unless instructed to do so by Agent, it being understood
and agreed that such rights and remedies may be exercised only by Agent. Without limiting the generality of the foregoing, neither Agent
nor Purchasers may exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, uniform commercial
code sales or other similar sales or dispositions of any of the Collateral except as authorized by the Requisite Purchasers.


 


9.2. Notice
of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default except with
respect to defaults in the payment of principal, interest and fees required to be paid to Agent for the account of Purchasers, unless
Agent shall have received written notice from a Purchaser or Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default”. Agent will notify each Purchaser of its receipt of any such
notice.


 


9.3. Action
by Agent. Agent shall take such action with respect to any Default or Event of Default as may be requested by Requisite Purchasers
in accordance with Section 8. Unless and until Agent has received any such request, Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to any Default or Event of Default as it shall deem advisable or in
the best interests of Purchasers.


 


9.4. Amendments,
Waivers and Consents.


 


(A) Percentage
of Purchasers Required. Except as otherwise provided herein or in any of the other Note Documents, no amendment, modification, termination
or waiver of any provision of this Agreement or any other Note Document, or consent to any departure by any Note Party therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Requisite Purchasers (or, Agent, if expressly set forth
herein or in any of the other Note Documents) and the applicable Note Party; provided however, no amendment, modification, termination,
waiver or consent shall:


 


(1) subject
any Purchaser to any additional obligation or reduce the principal of or the rate of interest on any Note (other than as a result of
any waiver of the applicability of any post-default increase) or reduce the fees payable with respect to any Note or postpone or extend
any scheduled date fixed for any payment of principal of, or interest, fees, or premium on, the Notes payable to any Purchaser, in each
case, without the consent of each Purchaser directly and adversely affected thereby;


 


(2) amend
the definition of Requisite Purchasers without the consent of each Purchaser directly and adversely affected thereby;


 


(3) amend,
modify or waive any provision of this Section 9.4 without the consent of each Purchaser directly and adversely affected thereby;


 


(4) release
all or substantially all of the Collateral or all or substantially all of the value of the Guaranties (except as expressly provided in
the Note Documents), without the consent of each Purchaser;


 




    	 



     


    

 


(5) consent
to the assignment, delegation or other transfer by any Note Party of any of its rights and obligations under any Note Document, without
the consent of each Purchaser;


 


(6) without
the consent of Agent, amend, modify or waive any provision of this Agreement or any other Note Document as same applies to Agent or as
same relates to the rights or obligations of such Agent;


 


(7) amend,
modify or waive any provision hereof in any manner that would alter the order of treatment or the pro rata sharing of payments required
thereby without the consent of each Purchaser directly and adversely affected thereby; or


 


(8) subordinate
(x) all or substantially all of the Liens granted pursuant to the Note Documents or (y) the Obligations, in each case other than as otherwise
expressly permitted hereunder.


 


Any
amendment, modification, termination, waiver or consent effected in accordance with this Section 9 shall be binding upon each
Purchaser or future Purchaser and, if signed by a Note Party, on such Note Party.


 


(B) Specific
Purpose or Intent. Each amendment, modification, termination, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which it was given. No amendment, modification, termination, waiver or consent shall be required for
Agent to take additional Collateral.


 


Notwithstanding
anything in this Section 9.4, Agent and the Borrower, without the consent of either Requisite Purchasers or all Purchasers, may
execute amendments to this Agreement and the other Note Documents, to (1) cure any ambiguity, omission, defect or inconsistency therein,
or (2) grant a new Lien for the benefit of the Secured Parties, extend an existing Lien over additional property for the benefit of the
Secured Parties or join additional Persons as Note Parties.


 


9.5. Set-Off
and Sharing of Payments.


 


(A) In
addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, upon the occurrence
and during the continuance of any Event of Default, each Purchaser is hereby authorized by each Note Party at any time or from time to
time, without notice or demand (each of which is hereby waived by each Note Party) to set-off and to appropriate and to apply any and
all (a) balances held by such Purchaser at any of its offices for the account of Note Parties (regardless of whether such balances are
then due to Note Parties), and (b) other property at any time held or owing by such Purchaser to or for the credit or for the account
of Note Parties, against and on account of any of the Obligations; except that no Purchaser shall exercise any such right without the
prior written consent of Agent.


 


(B) If
any Purchaser shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Notes or other obligations hereunder resulting in such Purchaser receiving a payment or payment of a proportion
of the aggregate amount of its Notes and accrued interest thereon or other such obligations greater than what it was entitled to received
or its pro rata share thereof as provided herein, then the Purchaser receiving such payment or greater proportion shall (a) notify Agent
of such fact, and (b) purchase (for cash at face value) participations in the Notes and such other obligations of the other Purchasers,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be applied in accordance with the
terms of this Agreement; provided that:


 


(1) if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall
be rescinded and the purchase price restored to the extent of such recovery, without interest; and


 




    	 



     


    

 


(2) the
provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with
the express terms of this Agreement, or (y) any payment obtained by a Purchaser as consideration for the assignment of any of its Notes
to any assignee, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).


 


(C) Each
Note Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Purchaser acquiring
a participation pursuant to the foregoing arrangements may exercise against each Note Party rights of setoff and counterclaim with respect
to such participation as fully as if such Purchaser were a direct creditor of each Note Party in the amount of such participation.


 


9.6. Intercreditor
and Subordination Agreements. Each Purchaser and each other holder of Obligations irrevocably (a) authorizes and directs the Agent
to execute and deliver the SLR Intercreditor Agreement and each Subordination Agreement on behalf of such Purchaser or such holder and
to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of such agreements,
in each case without any further consent, authorization or other action by such Purchaser or holder, (b) agrees that, upon the execution
and delivery thereof, such Purchaser and holder will be bound by the provisions of the SLR Intercreditor Agreement and each Subordination
Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of the Intercreditor Agreement, and (c)
agrees that no such Purchaser or holder shall have any right of action whatsoever against the Agent as a result of any action taken by
Agent pursuant to this Section or in accordance with the terms of the SLR Intercreditor Agreement and each Subordination Agreement.


 


SECTION
10. GUARANTY.


 


10.1. Unconditional
Guaranty. Each Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally
with each other Guarantor when and as due, whether at maturity, by acceleration, by notice of prepayment or otherwise, the due and punctual
performance of all Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all
amounts that constitute part of the Obligations and would be owed by any Note Party to Agent or the other Secured Parties under any Note
Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving any Note Party. Each payment made by any Guarantor pursuant to the guaranty contained in this Section 10
(the “Guaranty”) shall be made in lawful money of the United States in immediately available funds, (a) without set-off
or counterclaim and (b) free and clear of and without deduction or withholding for or on account of any present and future Charges and
any conditions or restrictions resulting in Charges unless Guarantor is compelled by law to make payment subject to such Charges.


 




    	 



     


    

 


10.2. Charges.
All Charges in respect of the Guaranty or any amounts payable or paid under the Guaranty shall be paid by Guarantors when due and in
any event prior to the date on which penalties attach thereto. Each Guarantor will indemnify Agent and each of the other Secured Parties
against and in respect of all such Charges. Without limiting the generality of the foregoing, if any Charges or amounts in respect thereof
must be deducted or withheld from any amounts payable or paid by any Guarantor hereunder, such Guarantor shall pay such additional amounts
as may be necessary to ensure that Agent and each of the other Secured Parties receives a net amount equal to the full amount which it
would have received had payment (including any additional amounts payable under this Section 10.2) not been made subject to such
Charges. Within thirty (30) days of each payment by any Guarantor of Charges or in respect of Charges, such Guarantor shall deliver to
Agent satisfactory evidence (including originals, or certified copies, of all relevant receipts) that such Charges have been duly remitted
to the appropriate authority or authorities.


 


10.3. Waivers
of Notice, Demand, etc. Each Guarantor hereby absolutely, unconditionally and irrevocably waives (a) promptness, diligence, notice
of acceptance, notice of presentment of payment and any other notice hereunder, (b) demand of payment, protest, notice of dishonor or
nonpayment, notice of the present and future amount of the Obligations and any other notice with respect to the Obligations, (c) any
requirement that Agent or any other Secured Party protect, secure, perfect or insure any security interest or Lien or any property subject
thereto or exhaust any right or take any action against any other Note Party, or any Person or any Collateral, (d) any other action,
event or precondition to the enforcement hereof or the performance by each such Guarantor of the Obligations, and (e) any defense arising
by any lack of capacity or authority or any other defense of any Note Party or any notice, demand or defense by reason of cessation from
any cause of Obligations (other than payment and performance in full in cash of the Obligations by the Note Parties) and any defense
that any other guarantee or security was or was to be obtained by Agent.


 


10.4. No
Invalidity, Irregularity, etc. No invalidity, irregularity, voidableness, voidness or unenforceability of this Agreement or any other
Note Document or any other agreement or instrument relating thereto, or of all or any part of the Obligations or of any collateral security
therefor shall affect, impair or be a defense hereunder.


 


10.5. Independent
Liability. The Guaranty is one of payment and performance, not collection, and the obligations of each Guarantor under this Guaranty
are independent of the Obligations of the other Note Parties, and a separate action or actions may be brought and prosecuted against
any Guarantor to enforce the terms and conditions of this Section 10, irrespective of whether any action is brought against any
other Note Party or other Persons or whether any other Note Party or other Persons are joined in any such action or actions. Each Guarantor
waives any right to require that any resort be had by Agent or any other Secured Party to any security held for payment of the Obligations
or to any balance of any deposit account or credit on the books of any Agent or any other Secured Party in favor of any Note Party or
any other Person. No election to proceed in one form of action or proceedings, or against any Person, or on any Obligations, shall constitute
a waiver of Agent’s right to proceed in any other form of action or proceeding or against any other Person unless Agent has expressed
any such waiver in writing. Without limiting the generality of the foregoing, no action or proceeding by Agent against any Note Party
under any document evidencing or securing indebtedness of any Note Party to Agent shall diminish the liability of any Guarantor hereunder,
except to the extent Agent receives actual payment on account of Obligations by such action or proceeding, notwithstanding the effect
of any such election, action or proceeding upon the right of subrogation of any Guarantor in respect of any Note Party.


 




    	 



     


    

 


10.6. Liability
Absolute. The liability of each Guarantor under the Guaranty shall be absolute, unlimited and unconditional and shall not be subject
to any reduction, limitation, impairment, discharge or termination for any reason, including, without limitation, any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any claim, defense or set-off, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or unenforceability of any other Obligation or otherwise. Without limiting
the generality of the foregoing, the obligations of each Guarantor shall not be discharged or impaired, released, limited or otherwise
affected by:


 


(i) any
change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or performance
of, release, renewal or alteration of, or any new agreements relating to any Obligation, any security therefor, or any liability incurred
directly or indirectly in respect thereof, or any rescission of, or amendment, waiver or other modification of, or any consent to departure
from, this Agreement or any other Note Document, including any increase in the Obligations resulting from the extension of additional
credit to the Borrower or otherwise;


 


(ii) any
sale, exchange, release, surrender, loss, abandonment, realization upon any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, all or any of the Obligations, and/or any offset there against, or failure to perfect, or continue the
perfection of, any Lien in any such property, or delay in the perfection of any such Lien, or any amendment or waiver of or consent to
departure from any other guaranty for all or any of the Obligations;


 


(iii) the
failure of Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy against the Borrower or any
other Note Party or any other Person under the provisions of this Agreement or any Note Document or any other document or instrument
executed and delivered in connection herewith or therewith;


 


(iv) any
settlement or compromise of any Obligation, any security therefor or any liability (including any of those hereunder) incurred directly
or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any obligation
(whether due or not) of any Note Party to creditors of any Note Party other than any other Note Party;


 


(v) any
manner of application of Collateral, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition
of any Collateral for all or any of the Obligations or any other assets of any Note Party; and


 




    	 



     


    

 


(vi) other
than payment and performance in full in cash of the Obligations by the Note Parties, any other agreements or circumstance (including
any statute of limitations) of any nature whatsoever that may or might in any manner or to any extent vary the risk of any Guarantor,
or that might otherwise at law or in equity constitute a defense available to, or a discharge of, the Guaranty and/or the obligations
of any Guarantor, or a defense to, or discharge of, any Note Party or any other Person or party hereto or the Obligations or otherwise
with respect to the Notes or other financial accommodations to the Borrower pursuant to this Agreement and/or the Note Documents.


 


10.7. Action
by Agent Without Notice. Agent shall have the right to take any action set forth in Section 8.3 or any other Security Document
without notice to or the consent of any Guarantor and each Guarantor expressly waives any right to notice of, consent to, knowledge of
and participation in any agreements relating to any of the above or any other present or future event relating to Obligations whether
under this Agreement or otherwise or any right to challenge or question any of the above and waives any defenses of such Guarantor which
might arise as a result of such actions.


 


10.8. Application
of Proceeds. Agent may at any time and from time to time (whether prior to or after the revocation or termination of this Agreement)
without the consent of, or notice to, any Guarantor, and without incurring responsibility to any Guarantor or impairing or releasing
the Obligations, apply any sums by whomsoever paid or howsoever realized to any Obligations regardless of what Obligations remain unpaid.


 


10.9. Continuing
Effectiveness.


 


(A) Reinstatement.
The Guaranty provisions herein contained shall continue to be effective or be reinstated, as the case may be, if claim is ever made upon
Agent or any other Secured Party for repayment or recovery of any amount or amounts received by such Person in payment or on account
of any of the Obligations and such Person repays all or part of said amount for any reason whatsoever, including, without limitation,
by reason of any judgment, decree or order of any court or administrative body having jurisdiction over such Person or the respective
property of each, or any settlement or compromise of any claim effected by such Person with any such claimant (including any Note Party);
and in such event each Guarantor hereby agrees that any such judgment, decree, order, settlement or compromise or other circumstances
shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of any note or other instrument evidencing
any Obligation, and each Guarantor shall be and remain liable to Agent and/or the other Secured Parties for the amount so repaid or recovered
to the same extent as if such amount had never originally been received by such Person(s).


 


(B) No
Marshalling. Agent shall not be required to marshal any assets in favor of any Guarantor, or against or in payment of Obligations.


 


(C) Priority
of Claims. No Guarantor shall be entitled to claim against any present or future security held by Agent from any Person for Obligations
in priority to or equally with any claim of Agent, or assert any claim for any liability of any Note Party to any Guarantor in priority
to or equally with claims of Agent for Obligations, and no Guarantor shall be entitled to compete with Agent with respect to, or to advance
any equal or prior claim to any security held by Agent for Obligations.


 




    	 



     


    

 


(D) Invalidated
Payments. If any Note Party makes any payment to Agent, which payment is wholly or partly subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to any Person under any federal or provincial statute or at common law
or under equitable principles, then to the extent of such payment, the Obligation intended to be paid shall be revived and continued
in full force and effect as if the payment had not been made, and the resulting revived Obligation shall continue to be guaranteed, uninterrupted,
by each Guarantor hereunder.


 


(E) Assignment
and Waiver. All present and future monies payable by any Note Party to any Guarantor, whether arising out of a right of subrogation
or otherwise, are assigned to Agent for its benefit and for the ratable benefit of the other Secured Parties as security for such Guarantor’s
liability to Agent and the other Secured Parties hereunder and, after the occurrence and during the continuance of any Event of Default,
each Guarantor waives any right to demand any and all present and future monies payable by any Note Party to such Guarantor, whether
arising out of a right of subrogation or otherwise. This assignment and waiver shall only terminate upon payment in full in cash of the
Obligations (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the
Person entitled thereto).


 


(F) Payments
to Guarantors. Each Note Party acknowledges the assignment and waiver contained in sub-clause (E) above, and agrees to make no payments
to any Guarantor after the occurrence and during the continuance of an Event of Default without the prior written consent of Agent. Each
Note Party agrees to give full effect to the provisions hereof.


 


(G) Limitation
of Liability. Agent, other Secured Parties, and each Guarantor hereby confirm that it is the intention of all such Persons that the
Guaranty and the obligations of each Guarantor thereunder not constitute a fraudulent transfer or conveyance under any federal, state,
provincial or foreign bankruptcy, insolvency, receivership or similar law to the extent applicable to the Guaranty and the obligations
of each Guarantor thereunder. To effectuate the foregoing intention, Agent, other Secured Parties and each Guarantor hereby irrevocably
agree that the obligations of each Guarantor under the Guaranty at any time shall be limited to the maximum amount as will result in
the obligations of such Guarantor under the Guaranty not constituting a fraudulent transfer or conveyance.


 


(H) Right
of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than
its proportionate share of any payment made hereunder in respect of the Obligations of such Guarantor under the Guaranty contained in
this Section 10, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other applicable
Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment in respect of the Obligations of such Guarantor
under the Guaranty contained in this Section 10. Each Subsidiary Guarantor’s right of contribution shall be subject to the
terms and conditions of Section 10.9(E). The provisions of this Section 10.9 shall in no respect limit the obligations
and liabilities of any Subsidiary Guarantor to the Secured Parties, and each Subsidiary Guarantor shall remain liable to the Secured
Parties, for the full amount guaranteed by such Subsidiary Guarantor hereunder.


 




    	 



     


    

 


10.10. Enforcement.
Upon the occurrence and during the continuance of any Event of Default, Agent may, and upon written request of the Requisite Purchasers
shall, without notice to or demand upon any Note Party or any other Person, declare any obligations of such Guarantor hereunder immediately
due and payable, and shall be entitled to enforce the obligations of each Guarantor. Upon such declaration by Agent, and subject to Section
9.5, Agent and the other Secured Parties are hereby authorized at any time and from time to time to set-off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Agent
or the other Secured Parties to or for the credit or the account of any Guarantor against any and all of the obligations of each Guarantor
now or hereafter existing hereunder, whether or not Agent or the other Secured Parties shall have made any demand hereunder against any
other Note Party and although such obligations may be contingent and unmatured. The rights of Agent and the other Secured Parties hereunder
are in addition to other rights and remedies (including other rights of set-off) which Agent and the other Secured Parties may have.
Upon such declaration by Agent, with respect to any claims (other than those claims referred to in the immediately preceding paragraph)
of any Guarantor against any Note Party (the “Claims”), Agent shall have the full right on the part of Agent in its
own name or in the name of such Guarantor to collect and enforce such Claims by legal action, proof of debt in bankruptcy or other liquidation
proceedings, vote in any proceeding for the arrangement of debts at any time proposed, or otherwise, Agent and each of its officers being
hereby irrevocably constituted attorneys-in-fact for each Guarantor for the purpose of such enforcement and for the purpose of endorsing
in the name of each Guarantor any instrument for the payment of money. Upon such declaration by Agent, each Guarantor will receive as
trustee for Agent and will pay to Agent forthwith upon receipt thereof any amounts which such Guarantor may receive from any Note Party
on account of the Claims. Each Guarantor agrees that no payment on account of the Claims or any security interest therein shall be created,
received, accepted or retained during the continuance of any Event of Default nor shall any financing statement be filed with respect
thereto by any Guarantor.


 


10.11. Statute
of Limitations. Any acknowledgment or new promise, whether by payment of principal or interest or otherwise and whether by any Note
Party or others with respect to any of the Obligations shall, if the statute of limitations in favor of any Guarantor against Agent or
the Purchasers shall have commenced to run, toll the running of such statute of limitations and, if the period of such statute of limitations
shall have expired, prevent the operation of such statute of limitations.


 


10.12. Interest.
All amounts due, owing and unpaid from time to time by any Guarantor hereunder shall bear interest at the interest rate per annum then
chargeable with respect to the Notes.


 




    	 



     


    

 


10.13. Acknowledgement.
Each Guarantor acknowledges receipt of a copy of each of this Agreement and the other Note Documents. Each Guarantor has made an independent
investigation of the Note Parties and of the financial condition of the Note Parties. Neither Agent nor any other Secured Party has made
and neither Agent nor any other Secured Party does make any representations or warranties as to the income, expense, operation, finances
or any other matter or thing affecting any Note Party nor has Agent or any other Secured Party made any representations or warranties
as to the amount or nature of the Obligations of any Note Party to which this Section 10 applies as specifically herein set forth,
nor has Agent or any other Secured Party or any officer, agent or employee of Agent or any other Secured Party or any representative
thereof, made any other oral representations, agreements or commitments of any kind or nature, and each Guarantor hereby expressly acknowledges
that no such representations or warranties have been made and such Guarantor expressly disclaims reliance on any such representations
or warranties.


 


10.14. Continuing
Effectiveness. The provisions of this Section 10 shall remain in effect until the payment in full in cash of all Obligations
(other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted by the Person entitled
thereto) and shall be subject to reinstatement as set forth in Section 10.9. Payments received from Guarantors pursuant to this
Section 10 shall be applied in accordance with Section 8.7.


 


SECTION
11. MISCELLANEOUS


 


11.1. Expenses
and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, each Note Party agrees to promptly
pay all reasonable and documented: (a) fees, costs and expenses incurred by Agent and the Purchasers (including reasonable attorneys’
fees and expenses) in connection with the examination, review, due diligence investigation, documentation and closing of the financing
arrangements evidenced by the Note Documents; (b) fees, costs and expenses incurred by Agent and the Purchasers (including reasonable
attorneys’ fees and expenses) incurred in connection with the review, negotiation, preparation, documentation, execution and administration
of the Note Documents, the Notes, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any
subordination or intercreditor agreements, including reasonable documentation charges assessed by Agent and the Purchasers for amendments,
waivers, consents and any other related documentation; (c) fees, costs and expenses (including reasonable attorneys’ fees and expenses)
incurred by Agent and any Purchaser in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Agent
and Secured Parties; (d) fees, costs and expenses incurred by Agent in connection with forwarding to the Borrower the proceeds of the
Notes including Agent’s or any Purchasers’ standard wire transfer fee; (e) fees, costs, expenses and bank charges, including
bank charges for returned checks, incurred by Agent and any Purchaser in establishing, maintaining and handling lock box accounts, blocked
accounts or other accounts for collection of the Collateral; and (f) fees, costs, expenses (including reasonable attorneys’ fees
and expenses) of Agent and any Purchaser and costs of settlement incurred in collecting upon or enforcing rights against the Collateral
or incurred in any action to enforce this Agreement or the other Note Documents or to collect any payments due from the Borrower or any
other Note Party under this Agreement or any other Note Document or incurred in connection with any refinancing or restructuring of the
credit arrangements provided under this Agreement, whether in the nature of a “workout” or in connection with any insolvency
or bankruptcy proceedings or otherwise. All such fees, costs and expenses shall be part of the Obligations, payable on demand and secured
by the Collateral.


 




    	 



     


    

 


11.2. Indemnity.
In addition to the payment of expenses pursuant to Section 11.1, whether or not the transactions contemplated hereby shall be
consummated, each Note Party agrees to indemnify, pay and hold Agent, each Purchaser, and the officers, directors, employees, agents,
consultants, auditors, persons engaged by Agent or any Purchaser, to evaluate or monitor the Collateral, Affiliates and attorneys of
Agent, each Purchaser and such holders (collectively called the “Indemnitees”) harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind
or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative,
administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that
may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the
other Note Documents, the consummation of the transactions contemplated by this Agreement, the statements contained in the commitment
letters, if any, delivered by Agent or any Purchaser, Agent’s and each Purchaser’s agreement to purchase the Notes hereunder,
the use or intended use of the proceeds of any of the Notes or the exercise of any right or remedy hereunder or under the other Note
Documents, including, without limitation any actual or alleged presence or release of Hazardous Materials on or from any property owned,
occupied or operated by the Borrower or any of its Subsidiaries, or any environmental liability related in any way to the Borrower or
any of its Subsidiaries or any of their respective properties (the “Indemnified Liabilities”); provided that
no Note Party shall have any obligation to any Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence
or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction. For the
avoidance of doubt, this Section 11.2 shall not apply with respect to Charges (which, solely for the purpose of this Section
11.2, shall include Excluded Taxes) other than Charges that represent losses, liabilities, damages, etc. with respect to indemnity
payments on a non-Charge claim. Payments under this Section 11.2 shall be made by the Borrower to the Agent for the benefit
of the relevant Indemnitee.


 


11.3. Notices.
Unless otherwise specifically provided herein, all notices shall be in writing addressed to the respective party as set forth on Schedule
11.3 (or (i) with any respect to any Purchaser not party hereto on the Third A&R Effective Date, in an Assignment and Assumption
Agreement or in a notice to Agent and Borrower or (ii) to such other address as the party addressed shall have previously designated
by written notice to the serving party, given in accordance with this Section 11.3) and may be personally served, faxed, sent
by overnight courier service or United States mail, or, to the extent acceptable to the Agent, e-mail; and notices shall be deemed to
have been given: (a) if delivered in person, when delivered; (b) if delivered by fax, upon sender’s receipt of confirmation of
proper transmission on the date of transmission if transmitted on a Business Day before 4:00 p.m. New York City time or, if not, on the
next succeeding Business Day; (c) if delivered by overnight courier, two (2) days after delivery to such courier properly addressed;
(d) if delivered by U.S. Mail, four (4) Business Days after depositing in the United States mail, with postage prepaid and properly addressed;
or (e) if delivered by e-mail, upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement).


 


11.4. Survival
of Representations and Warranties and Certain Agreements. All agreements, representations and warranties made herein shall survive
the execution and delivery of this Agreement and the purchase of the Notes hereunder. Notwithstanding anything in this Agreement or implied
by law to the contrary, the agreements of each Note Party, Agent, and Purchasers set forth in Sections 2.7, 9.1(E), 10.9(A),
10.9(D), 11.1, 11.2, 11.6, 11.13, 11.14, and 11.15 shall survive the payment of the
Notes and the termination of this Agreement.


 




    	 



     


    

 


11.5. Indulgence
Not Waiver. No failure or delay on the part of Agent, any Purchaser or any holder of any Note in the exercise of any power, right
or privilege hereunder or under any Note shall impair such power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.


 


11.6. Marshaling;
Payments Set Aside. Neither Agent nor any Purchaser shall be under any obligation to marshal any assets in favor of any Note Party
or any other party or against or in payment of any or all of the Obligations. To the extent that any Note Party makes a payment or payments
to Agent and/or any Purchaser or Agent and/or any Purchaser enforces its security interests or exercises its rights of set-off, and such
payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state, provincial
or federal law, common law or equitable cause, then to the extent of such recovery, the Obligations or part thereof originally intended
to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment
had not been made or such enforcement or set-off had not occurred.


 


11.7. Entire
Agreement. This Agreement and the other Note Documents embody the entire agreement among the parties hereto and supersede all prior
commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof, and may
not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto.


 


11.8. Severability.
The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Agreement or the other
Note Documents shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this
Agreement or the other Note Documents. In the event of any such invalidity, illegality, or unenforceability, the parties shall endeavor
in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


11.9. Purchasers’
Obligations Several; Independent Nature of Purchasers’ Rights. The obligation of each Purchaser hereunder is several and not
joint and neither Agent nor any Purchaser shall be responsible for the obligation of any other Purchaser hereunder. Nothing contained
in any Note Document and no action taken by Agent or any Purchaser pursuant hereto or thereto shall be deemed to constitute Purchasers
to be a partnership, an association, a joint venture or any other kind of entity.


 


11.10. Headings.
Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose or be given any substantive effect.


 




    	 



     


    

 


11.11. APPLICABLE
LAW. THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT ANY SUCH OTHER NOTE DOCUMENT EXPRESSLY SELECTS THE LAW OF ANOTHER JURISDICTION
AS GOVERNING LAW THEREOF, IN WHICH CASE THE LAW OF SUCH OTHER JURISDICTION SHALL GOVERN.


 


11.12. Successors
and Assigns.


 


(A) Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Note Party may assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of Agent and each Purchaser. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under
or by reason of this Agreement.


 


(B) Assignments
by Purchasers. Any Purchaser may at any time assign to one or more Persons all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Notes at the time owing to it) with the prior written consent of B. Riley. The parties to
each assignment shall execute and deliver to Agent an Assignment and Assumption Agreement. The assignment shall have been recorded in
the Register in accordance with paragraph (C) of this subsection.


 


Subject
to acceptance and recording thereof by Agent pursuant to paragraph (C) of this subsection, from and after the effective date specified
in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Purchaser under this Agreement, and the assigning
Purchaser thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Purchaser’s
rights and obligations under this Agreement, such Purchaser shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 11.1 and 11.2 with respect to facts and circumstances occurring prior to the effective date of such
assignment. Any assignment or transfer by a Purchaser of rights or obligations under this Agreement that does not comply with this paragraph
shall be null and void.


 


(C) Register.
Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Assumption Agreement
delivered to it and a register for the recordation of the names and addresses of the Purchasers and principal amounts (and related interest
amounts) of the Notes owing to, each Purchaser pursuant to the terms hereof from time to time (the “Register”). Notwithstanding
anything to the contrary herein or in the Note Documents, the entries in the Register shall be conclusive absent manifest error, and
each Note Party, Agent and the Purchasers shall treat each Person whose name is recorded in the Register pursuant to the terms hereof
as a Purchaser and the owner of the amounts owing to it under the Note Documents as reflected in the Register for all purposes of the
Note Documents. The Register shall be available for inspection by the Borrower and any Purchaser, at any reasonable time and from time
to time upon reasonable prior notice. This Section 11.12 shall be construed so that the Notes are at all times maintained in “registered
form” within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the IRC.


 




    	 



     


    

 


(D) Security
Interests. Notwithstanding any other provision set forth in this Agreement, any Purchaser may at any time following written notice
to Agent pledge the Obligations held by it or create a security interest in all or any portion of its rights under this Agreement or
the other Note Documents in favor of any Person; provided, however (a) no such pledge or grant of security interest to any Person shall
release such Purchaser from its obligations hereunder or under any other Note Document and (b) the acquisition of title to such Purchaser’s
Obligations pursuant to any foreclosure or other exercise of remedies by such Person shall be subject to the provisions of this Agreement
and the other Note Documents in all respects including, without limitation, any consent required by this Section 11.12.


 


11.13. No
Fiduciary Relationship; No Duty; Limitation of Liabilities.


 


(A) No
Fiduciary Relationship. No provision in this Agreement or in any of the other Note Documents and no course of dealing between the
parties shall be deemed to create any fiduciary duty by Agent or any Purchaser to any Note Party.


 


(B) No
Duty. All attorneys, accountants, appraisers, and other professional Persons and consultants retained by Agent or any Purchaser shall
have the right to act exclusively in the interest of Agent or such Purchaser and shall have no duty of disclosure, duty of loyalty, duty
of care, or other duty or obligation of any type or nature whatsoever to any Note Party or any of any Note Party’s shareholders
or any other Person.


 


(C) Limitation
of Liabilities. Neither Agent nor any Purchaser, nor any Affiliate, officer, director, shareholder, employee, attorney, or agent
of Agent or any Purchaser shall have any liability with respect to, and each Note Party hereby waives, releases, and agrees not to sue
any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by each Note Party in
connection with, arising out of, or in any way related to, this Agreement or any of the other Note Documents, or any of the transactions
contemplated by this Agreement or any of the other Note Documents. Each Note Party hereby waives, releases, and agrees not to sue Agent
or any Purchaser or any of Agent’s or any Purchaser’s Affiliates, officers, directors, employees, attorneys, or agents for
punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement or any of the other
Note Documents, or any of the transactions contemplated by this Agreement or any of the transactions contemplated hereby.


 




    	 



     


    

 


11.14. CONSENT
TO JURISDICTION. EACH NOTE PARTY, AGENT AND EACH PURCHASER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED
WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE OTHER NOTE DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. EACH NOTE PARTY, AGENT AND EACH PURCHASER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID
COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH NOTE PARTY, AGENT AND EACH PURCHASER HEREBY WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, ADDRESSED TO SUCH PERSON, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER
THE SAME HAS BEEN POSTED.


 


11.15. WAIVER
OF JURY TRIAL. EACH NOTE PARTY, AGENT AND EACH PURCHASER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS. EACH NOTE PARTY, AGENT AND EACH PURCHASER ACKNOWLEDGE
THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO
THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH
NOTE PARTY, AGENT AND EACH PURCHASER WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL
COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.


 


11.16. Construction.
Each Note Party, Agent and each Purchaser each acknowledge that it has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement and the other Note Documents with its legal counsel. This Agreement and the other Note
Documents shall be construed as if jointly drafted by Note Parties, Agent and each Purchaser.


 


11.17. Counterparts;
Effectiveness. This Agreement and any amendments, waivers, consents, or supplements 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.
This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.


 




    	 



     


    

 


11.18. Confidentiality.
Agent and each Purchaser agree to use commercially reasonable efforts to keep confidential any non-public information delivered pursuant
to the Note Documents and identified as such by Note Parties and not to disclose such information to Persons other than to: its respective
Affiliates, officers, directors and employees; or its potential assignees or financing sources (subject to an agreement containing provisions
substantially the same as those of this Section 11.18); or Persons employed by or engaged by Agent, a Purchaser or a Purchaser’s
assignees, financing sources including, without limitation, attorneys, auditors, professional consultants, rating agencies, and portfolio
management services (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such information and instructed to keep such information confidential). The confidentiality provisions contained in this subsection
shall not apply to disclosures (a) required to be made by Agent or any Purchaser to, or requested to be made by, any regulatory or governmental
agency or pursuant to legal process, (b) to effect compliance with any law, rule, regulation or order applicable to the Agent or such
Purchaser, (c) consisting of general portfolio information that does not identify any Note Party, (d) with the Borrower’s prior
written consent, (e) to the extent such information presently is or hereafter becomes (i) publicly available other than as a result of
a breach of this Section 11.18 or (ii) available to Agent, Purchaser, or any of their respective Affiliates, officers, or directors,
as the case may be, from a source (other than any Note Party) not known by them to be subject to disclosure restrictions, (f) to any
other party hereto, and (g) in connection with the exercise or enforcement of any right or remedy under any Note Document, in connection
with any litigation or other proceeding to which such Agent or Purchaser is a party or bound, or to the extent necessary to respond to
public statements or disclosures by the Note Parties referring to Agent, a Purchaser, or any of their Affiliates, officers, or directors.
The obligations of Agent and Purchasers under this Section 11.18 shall supersede and replace the obligations of Agent and Purchasers
under any confidentiality agreement in respect of this financing executed and delivered by Agent or any Purchaser prior to the date hereof.
In no event shall Agent or any Purchaser be obligated or required to return any materials furnished by Note Parties; provided, however,
each potential assignee shall be required to agree that if it does not become an assignee it shall return all materials furnished to
it by Note Parties in connection herewith.


 


Notwithstanding
the foregoing, and notwithstanding any other express or implied agreement or understanding to the contrary, each of the parties hereto
and their respective employees, representatives, and other agents are authorized to disclose the tax treatment and tax structure of these
transactions to any and all persons, without limitation of any kind. Each of the parties hereto may disclose all materials of any kind
(including opinions or other tax analyses) insofar as they relate to the tax treatment and tax structure of the transactions contemplated
by the Note Documents. This authorization does not extend to disclosure of any other information including (without limitation) (a) the
identities of participants or potential participants in the transactions; (b) the existence or status of any negotiations; (c) any pricing
or other financial information; or (d) any other term or detail not related to the tax treatment and tax structure of the transactions
contemplated by the Note Documents.


 


11.19. Publication.
Each Note Party consents to the publication by Agent of a tombstone or similar advertising material relating to the financing transactions
contemplated by this Agreement. Agent and Purchasers reserve the right to provide industry trade organizations information necessary
and customary for inclusion in league table measurements.


 


11.20. USA
PATRIOT Act Notice. Each Purchaser and Agent (for itself and not on behalf of any Purchaser) hereby notifies each Note Party that
pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Note
Party and each of its Subsidiaries, which information includes the names and addresses of each Note Party and each of its Subsidiaries
and other information that will allow such Purchaser or Agent, as applicable, to identify each Note Party and each of its Subsidiaries
in accordance with the USA PATRIOT Act.


 




    	 



     


    

 


11.21. Agent
for Service of Process. Each Note Party hereby appoints Borrower (the “Process Agent”) as its agent to receive
and forward on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which
may be served in any action or proceeding in the state courts sitting in the city of New York, New York, United States of America or
the United States District Court for the Southern District of New York and agrees that (x) service in such manner shall, to the fullest
extent permitted by law, be deemed effective service of process upon it in any such suit, action or proceeding and (y) the failure of
the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or,
to the extent permitted by applicable law, the enforcement of any judgment based thereon. If for any reason such Process Agent shall
cease to be available to act as such, each Note Party agrees to designate a new Process Agent in the city of New York (and notify the
Agent of such designation), on the terms and for the purposes of this provision, provided, however, that the new Process
Agent shall have accepted such designation in writing before the termination of the appointment of the prior Process Agent. Each Note
Party further consents to the service of process or summons by certified or registered mail, postage prepaid, return receipt requested,
directed to it at its address specified in Section 11.3 hereof. Nothing herein shall in any way be deemed to limit the ability
of the Agent to serve legal process in any other manner permitted by applicable law or to obtain jurisdiction over any other Person in
such other jurisdictions, and in such manner, as may be permitted by applicable law.


 


11.22. Purchase
for Investment; ERISA.


 


(A) Each
Purchaser, severally and not jointly, represents and warrants (i) that it has received all information necessary or appropriate to decide
whether to acquire the Notes to be issued to it pursuant hereto, (ii) that it will acquire such Notes for its own account for investment
and not for resale or distribution in any manner that would violate applicable securities laws, but without prejudice to its rights to
dispose of such Notes or a portion thereof to a transferee or transferees, in accordance with such laws and Section 11.12 if at
some future time it deems it advisable to do so, (iii) that it is an “accredited investor” as such term is defined in Regulation
D of the Commission under the Securities Act and has such knowledge, skill and experience in business and financial matters, based on
actual participation, that it is capable of evaluating the merits and risks of an investment in the Notes and the suitability thereof
as an investment for such Purchaser, and can bear the economic risk of its investment in the Notes, and (iv) neither it nor anyone authorized
by it to do so on its behalf (A) has directly or indirectly offered any beneficial interest or security (as defined in Section 2(a)(1)
of the Securities Act) relating to the Notes for sale to, or solicited any offer to acquire any such interest or security from, or
has sold any such interest or security to, any Person in violation of the registration provisions of the Securities Act, (B) has taken
any action that would subject any such interest or security to the registration requirements of Section 5 thereof, or the registration
or qualification provisions of any applicable blue sky or other securities law, and (C) will directly or indirectly make any such offer,
solicitation or sale in violation of such registration provisions of the Securities Act, or the registration or qualification provisions
of any applicable blue sky or other securities law. The acquisition of such Notes by each Purchaser at each purchase of notes hereunder
shall constitute its confirmation of the foregoing representations and warranties. Each Purchaser understands that such Notes are being
sold to it in a transaction which is exempt from the registration requirements of the Securities Act, and that, in making the representations
and warranties contained in Section 4.13, the Borrower is relying, to the extent applicable, upon such Purchaser’s representations
and warranties contained herein.


 




    	 



     


    

 


(B) Each
Purchaser represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”)
used by such Purchaser to pay the purchase price of the Notes purchased by such Purchaser hereunder:


 


(1) the
Source is an “insurance company general account” as defined in Section V(e) of Prohibited Transaction Exemption (“PTE”)
95-60 (issued July 12, 1995) and, except as such Purchaser has disclosed to the Borrower in writing pursuant to this subsection (1),
the amount of reserves and liabilities for the general account contract(s) held by or on behalf of any employee benefit plan or group
of plans maintained by the same employer or employee organization do not exceed 10% of the total reserves and liabilities of the general
account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with the state of domicile
of the insurer; or


 


(2) the
Source is a separate account of an insurance company maintained by such Purchaser in which an employee benefit plan (or its related trust)
has an interest, which separate account is maintained solely in connection with its fixed contractual obligations under which the amounts
payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any
manner by the investment performance of the separate account; or


 


(3) the
Source is either (A) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (B) a
bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as such Purchaser has disclosed
to the Borrower in writing pursuant to this subsection (3), no employee benefit plan or group of plans maintained by the same employer
or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment
fund; or


 


(4) the
Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption),
no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the
QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total
client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person
controlling or controlled by the QPAM maintains an ownership interest in the Borrower that would cause the QPAM and such Borrower to
be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names
of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans
established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such
employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the
Borrower in writing pursuant to this clause (4); or


 




    	 



     


    

 


(5) the
Source constitutes assets of a “plans(s) (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”) managed
by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions
of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM
(applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Companies
and (A) the identity of such INHAM and (B) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed
to the Companies in writing pursuant to this Section 11.25(B)(5); or


 


(6) the
Source is a governmental plan; or


 


(7) the
Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each
of which has been identified to the Borrower in writing pursuant to this Section 11.25(B)(7); or


 


(8) the
Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.


 


As
used in this Section 11.22, the terms “employee benefit plan”, “governmental plan” and “separate
account” shall have the respective meanings assigned to such terms in Section 3 of ERISA, and the term “QPAM Exemption”
means PTE 84-14 (issued March 13, 1984, as amended).


 


11.23. Amendment
and Restatement. Effective immediately upon the Third A&R Effective Date, the terms and conditions of the Existing Note Purchase
Agreement shall be amended and restated as set forth herein and the Existing Note Purchase Agreement shall be superseded by this Agreement.
On the Third A&R Effective Date, the rights and obligations of the parties evidenced by the Existing Note Purchase Agreement shall
be evidenced by this Agreement and the other Note Documents and the grant of security interests and Liens in the Collateral under the
Existing Note Purchase Agreement and the other “Note Documents” (as defined in the Existing Note Purchase Agreement) by the
Borrower and the Guarantors party thereto shall continue under this Agreement and the other Note Documents, and shall not in any event
be terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement
and the other Note Documents. All Obligations (as defined in the Existing Note Purchase Agreement) under the Existing Note Purchase Agreement
and the other “Note Documents” (as defined in the Existing Note Purchase Agreement) shall continue to be outstanding except
as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the other Note Documents, it being
agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation (as
defined in the Existing Note Purchase Agreement) under the Existing Note Purchase Agreement or any other “Note Document”
(as defined in the Existing Note Purchase Agreement), nor does it operate as a waiver of any right, power or remedy of any Purchaser
under any “Note Document” (as defined in the Existing Note Purchase Agreement). All references to the Existing Note Purchase
Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement
and the provisions hereof.


 


[Signature
pages follow]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


 


	 	NOTE
PARTIES:
	 	 
	 	The
    Arena Group Holdings, Inc., formerly known as TheMaven, Inc., as the Borrower
	 	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
B. Smith
	 	Title:	Chief
Financial Officer
	 	 	 
	 	The
    Arena Platform, Inc., formerly known as Maven Coalition, Inc., as a Guarantor
	 	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
    B. Smith
	 	Title:
    	Secretary
    and Treasurer
	 	 	 
	 	THESTREET,
    INC. (as successor by merger to TST ACQUISITION CO, INC.), as a Guarantor
	 	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
B. Smith
	 	Title:	Chief
Financial Officer, Secretary and Treasurer
	 	 	 
	 	THE
    ARENA MEDIA BRANDS, LLC, formerly known as Maven Media Brands, LLC, as a Guarantor
	 	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
B. Smith
	 	Title:	Secretary
and Treasurer
	 	 	 
	 	COLLEGE
    SPUN MEDIA INCORPORATED, as a Guarantor
	 	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
B. Smith
	 	Title:	Chief
Financial Officer, Treasurer and Secretary
	 	 	 
	 	ATHLON
    HOLDINGS, INC., as a Guarantor
	 	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
B. Smith             
	 	Title:	Chief
Financial Officer, Treasurer and Secretary


 


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


 


	 	

AGENT AND PURCHASERS:


	 	 
	 	BRF Finance Co., LLC, 
	 	as Agent and
    a Purchaser
	 	 	 
	 	By:	/s/
    Bryant R. Riley
	 	Name:	Bryant
R. Riley
	 	Title:	Chief
Executive Officer


 




    	 



     


    

 


Schedule
I


 


	Purchaser	 	Original Principal Amount of Original Notes	 	 	Original Principal Amount of A&R Notes	 	 	Original Principal Amount of First Amendment Notes	 	 	Aggregate Outstanding Principal Amount of Existing Notes	 	 	BR Finance Co. Letter of Credit Commitment	 	 	Delayed Draw Term Note Option	 	 	Aggregate
Principal Amount of Delayed Draw Term Notes on the Third A&R Effective Date
	 	 	Original Principal Amount of Third A&R Notes	 
	BRF Finance Co., LLC
 299 Park Avenue
 21st Floor
 New York, NY 10171
	 	$	2,692,634.91	 	 	$	48,000,000	 	 	$	3,000,000	 	 	$	62,690,753	 	 	$	3,024,232	 	 	$	12,000,000	 	 	$	9,928,001	 	 	$	36,000,000