Exhibit 10.68


 


 





NOTE MODIFICATION AGREEMENT


 


BY AND BETWEEN ALAN M. MECKLER


(“PAYEE”)


 


AND


 


MEDIABISTRO INC., MEDIABISTRO.COM SUBSIDIARY
INC.


AND INSIDE NETWORK, INC.


(COLLECTIVELY, “MAKER”)


 


 


EFFECTIVE DATE: May 19, 2014


 


On or about November 15, 2013 (the “Note
Date”), Maker executed a Second Amended and Restated Promissory Note (“Note”) in favor of Payee. The
Note was in the original principal face amount of Eight Million Seven Hundred Ninety-Four Thousand Six Hundred Four and 30/100
Dollars ($8,794,604.30), initially bearing interest at 5.50% per annum with a stated final maturity date of September 1, 2043.
The Note was amended by a Note Modification Agreement dated April 25, 2014, by and between Maker and Payee. Payee has agreed
to loan additional amounts to Maker, and Maker and Payee desire to amend the Note to reflect the new principal amount. Payee remains
the owner and holder of the Note and has agreed with Maker to modify certain provisions of the Note as set forth herein.


 


Now, therefore, in consideration of these premises
and the exchange of other good and valuable consideration, the receipt of which is hereby acknowledged, Payee and Maker agree to
modify the Note as follows:


 


1.The outstanding principal amount evidenced
by the Note as of the Effective Date is Nine Million Three Hundred Ninety-Four Thousand Six Hundred Four and 30/100 Dollars ($9,394,604.30).


 


2.The Note is hereby further amended by
replacing in its entirety Section 1(a) of the Note with the following:


 


“Commencing (i) as of May 1, 2014 on $9,094,604.30
of the outstanding principal amount of this Note and (ii) as of May 19, 2014 on $300,000.00 of the outstanding principal amount
of this Note, interest initially shall accrue at the rate of 5.50% per annum (the “Initial Rate”). Such Initial
Rate will be subject to change as set forth in Section 1(c) and Section 1(d) below. Interest shall be calculated for the actual
number of days elapsed on the basis of a 360 day year, including the first date of the applicable period to, but not including,
the date of repayment.”


 


3.By this Note Modification Agreement, all
liens, security interests, assignments, superior titles and priorities (collectively, “Liens”) securing the
Note are hereby ratified and confirmed by Maker as valid and subsisting and continue to secure the Note as modified herein. Nothing
in this Note Modification Agreement shall in any manner impair, diminish or extinguish any of the Liens or any covenant, condition,
agreement or stipulation in the Note or any pledge and/or security agreement, and the same except as herein modified shall continue
in full force and effect.




    	 



    	 



    

 


4.Except as hereby specifically amended,
modified or supplemented, the Note is hereby confirmed and ratified in all respects and remains in full force and effect according
to its respective terms. This Note Modification Agreement does not constitute a novation of the Note. When executed by Payee and
Maker, this Agreement shall be attached to and become a part of the Note.


 


5.This Note Modification Agreement shall
be binding upon and shall inure to the benefit of the heirs, successors and assigns of the respective parties hereto.


 


NOTICE OF FINAL AGREEMENT.


 


THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
MAKER AND PAYEE WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS BETWEEN MAKER AND PAYEE. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN MAKER AND PAYEE WITH RESPECT
TO THE SUBJECT MATTER HEREOF. 


 


[Signature Page Follows]




    	 



    	 



    

IN WITNESS WHEREOF, the undersigned have caused
this Note Modification Agreement to be executed under seal by Maker and Payee on this 19th day of May 2014.


 


Maker:


 


MEDIABISTRO INC.


 


 


By:/s/ Alan M. Meckler (SEAL)


Name: Alan M. Meckler


Title: CEO


 


 


MEDIABISTRO.COM SUBSIDIARY INC.


 


 


By:/s/ Alan M. Meckler (SEAL)


Name: Alan M. Meckler


Title: CEO


 


 


INSIDE NETWORK, INC.


 


 


By:/s/ Alan M. Meckler (SEAL)


Name: Alan M. Meckler


Title: CEO


 


 


Payee:


 


 


/s/ Alan M. Meckler (SEAL)


ALAN M. MECKLER