Exhibit
4.1


 


THIRD
A&R NOTE


 


THIS
THIRD A&R NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR OTHER APPLICABLE
SECURITIES LAW AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT COVERING THE TRANSFER OR PURSUANT TO AN EXEMPTION FROM REGISTRATION.


 


THE
FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS THIRD A&R NOTE MAY BE ISSUED WITH ORIGINAL ISSUE
DISCOUNT (‘‘OID’’) WITHIN THE MEANING OF SECTION 1273 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ‘‘CODE’’), AND THIS LEGEND IS REQUIRED BY TREASURY
REGULATIONS PROMULGATED UNDER SECTION 1275(c) OF THE CODE.


 


Holders
may obtain information regarding the amount of OID (IF ANY), the issue price, the issue date, and the yield to maturity relating to the
notes by contacting THE LEGAL DEPARTMENT at THE ARENA GROUP HOLDINGS, INC., 200 Vesey Street, 24th Floor, New York, NY 10281,
LEGAL@THEARENAGROUP.NET,
OR AT (212) 321-5002.


 


THE
ARENA GROUP HOLDINGS, INC.


 


Note
due December 31, 2023


 


	No.
    1	 
	$36,000,000.00	December
    15, 2022


 


THE
ARENA GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay to
BRF FINANCE CO., LLC (the foregoing, and any successors or its registered assigns of this Third A&R Note, “Holder”),
the principal amount of THIRTY-SIX MILLION DOLLARS ($36,000,000.00) on the Existing Notes Maturity Date, with interest (computed on the
basis of the actual number of days elapsed over a 360-day year) on the unpaid balance of such principal amount at the rates, on the dates
and in the manner specified in the Note Purchase Agreement (as defined below); provided that in no event shall the amount payable
by the Company as interest on this Third A&R Note exceed the highest lawful rate permissible under any law applicable hereto. Payments
of principal, premium, if any, and interest hereon shall be made in lawful money of the United States of America by the method and at
the address for such purpose specified in the Note Purchase Agreement hereinafter referred to, and such payments shall be overdue for
purposes hereof if not made on the originally scheduled date of payment therefor, without giving effect to any applicable grace period.


 




    	 



    	 



    

 


This
Third A&R Note is one of the Company’s Third A&R Notes due on the Existing Notes Maturity Date, issued pursuant to that
certain Third Amended and Restated Note Purchase Agreement dated December 15, 2022 (such agreement, as amended, modified and supplemented
from time to time, the “Note Purchase Agreement”) by, among others, the Company, the other Note Parties named therein,
and the Purchasers named therein, and the holder hereof is entitled to the benefits of the Note Purchase Agreement and the other Note
Documents referred to in the Note Purchase Agreement and may enforce the agreements contained therein and exercise the remedies provided
for thereby or otherwise available in respect thereof, all in accordance with the terms thereof.


 


This
Third A&R Note is subject to prepayment only as specified in the Note Purchase Agreement.


 


Capitalized
terms used herein without definition have the meanings ascribed to them in the Note Purchase Agreement.


 


This
Third A&R Note is in registered form and is transferable only by surrender hereof at the principal executive office of the Company
as provided in the Note Purchase Agreement. This Third A&R Note may not be transferred except in accordance with the provisions of
the Note Purchase Agreement and any purported transfer in violation of the terms of the Note Purchase Agreement shall be null and void.
The Company may treat the person in whose name this Third A&R Note is registered on the Note register maintained at such office pursuant
to the Note Purchase Agreement as the owner hereof for all purposes, and the Company shall not be affected by any notice to the contrary.


 


In
case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the unpaid balance of the principal
of this Third A&R Note may be declared and become due and payable in the manner and with the effect provided in the Note Purchase
Agreement.


 


The
parties hereto, including the makers and all guarantors and endorsers of this Third A&R Note, hereby waive presentment, demand, notice,
protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Third A&R
Note.


 


THIS
THIRD A&R NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK.


 


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IN
WITNESS WHEREOF, the Company has executed this Third A&R Note as an instrument under seal as of the date first above written.


 


	 	THE ARENA GROUP HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:	Douglas
    B. Smith
	 	Title:	Chief
    Financial Officer


 


[Signature Page to Third A&R Note]