Exhibit
10.1


 


Execution
Version


 


THIRD
AMENDMENT TO FINANCING AND SECURITY AGREEMENT


 


This
THIRD AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December
6, 2021, by and among MAVEN COALITION, INC., a Delaware corporation (“Coalition”), THEMAVEN, INC., a Delaware corporation
(“TheMaven”), MAVEN MEDIA BRANDS, LLC, a Delaware limited liability company (“Brands”), THESTREET,
INC., a Delaware corporation (together with Coalition, TheMaven and Brands, collectively, “Initial Borrowers”), COLLEGE
SPUN MEDIA INCORPORATED, a New Jersey corporation (together with Initial Borrowers, collectively, “Borrowers”), and
FAST PAY PARTNERS LLC (“Lender”).


 


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


 


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


 


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


 


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


 


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


 


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


 


2.       Amendments
to the Financing Agreement.


 


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


 


	GENERAL
    RATES AND FEES





	The
items referenced below are subject to and defined within the provisions of this Agreement:
	 	 	 
		(a)	Maximum
                                            Line Amount: Twenty-Five Million Dollars ($25,000,000)
	 	 	 
		(b)	Advance
                                            Rate: 85% of gross value of Invoices 
	 	 	 
		(c)	Minimum
                                            Invoice Size: Five thousand dollars ($5,000)
	 	 	 
		(d)	Initial
                                            Financing Fee: A flat fee equal to 1/12 multiplied by the Facility Rate, based on the
                                            net amount Advanced with respect to any Invoice for a Financed Account (or the net amount
                                            Advanced for Advances not tied to any Invoice), for the initial 30-day period
	 	 	 
		(e)	Additional
                                            Financing Fee: A monthly rate equivalent to 1/12 multiplied by the Facility Rate, prorated
                                            daily on the net amount Advanced outstanding with respect to any Invoice for a Financed Account
                                            (or the net amount Advanced outstanding for Advances not tied to any Invoice), commencing
                                            on day 31. For the purposes of this Agreement, “Facility Rate” means the
                                            sum of: (x) the LIBOR Rate plus (y) 6.00% per annum.



 




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		(f)	Misdirected
                                            Payment Fee: Repayment of all Advances must be paid by the Account Debtor directly to
                                            Lender. In the event an Account Debtor fails to pay Lender directly, Lender will provide
                                            Borrower a grace period of five (5) business days to notify Lender of any Misdirected Payment
                                            and to forward the full amount of the Misdirected Payment to Lender otherwise Borrower may
                                            be assessed a Misdirected Payment Fee equaling 20% of the amount of such payment.
	 	 	 
		(g)	Concentration
                                            Limit: The percentage of any debt from a single Account Debtor over the total amount
                                            outstanding from Borrower’s Financed Accounts must remain below 25%. In the event the
                                            percentage exceeds the foregoing limit, Lender may exercise its right not to finance more
                                            Accounts of said Account Debtor.
	 	 	 
		(h)	Diligence
                                            Fee: $50,000. Lender acknowledges prior receipt of such Diligence Fee.
	 	 	 
		(i)	Wire
                                            Fee: An amount equal to Thirty-Five Dollars ($35.00) to cover fees and costs associated
                                            with incoming and outgoing wire transfers to/from the Lockbox or as between Lender/Borrower.
	 	 	 
		(j)	Termination:
                                            Subject to a fee equal to 2% of the Maximum Line Amount (the “Early Termination Fee”)
                                            with respect to any termination of this Agreement prior to the Maturity Date, Borrower may
                                            terminate this Agreement at any time upon 60 days prior written notice to Lender whereupon
                                            this Agreement shall terminate upon successful repayment of all outstanding Obligations.
	 	 	 
		(k)	Minimum
                                            Utilization: Beginning on the 31st day after the date hereof, Borrower shall at all times
                                            utilize at least 10% of the Maximum Line Amount. The Financing Fees otherwise set forth herein
                                            shall be adjusted to reflect such minimum utilization.
	 	 	 
		(l)	Maturity
                                            Date: All Obligations hereunder shall be immediately due and payable on February 28,
                                            2024 (the “Maturity Date”).



 


b.       Section
21.2. Section 21.2 of the Financing and Security Agreement is hereby amended by adding the following proviso to the end of such existing
section:


 


“;
provided, for the avoidance of doubt, the Early Termination Fee shall be due and payable by Borrower to Lender in connection with
any election by Lender under this Section 21.2 at any time prior to the Maturity Date.”


 


3.       CONDITIONS
TO EFFECTIVENESS:


 


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


 


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


 


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


 


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


 


iii.       Amendment
to Second Amended and Restated Note Purchase Agreement. A fully executed copy of Amendment No. 3 to Second Amended and Restated Note
Purchase Agreement.


 




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


 


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


 


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


 


4.       MISCELLANEOUS:


 


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


 


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


 


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


 


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


 


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


 


[Signature
Pages Follow]


 




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


 


	 	BORROWERS:
	 	 
	 	MAVEN
    COALITION, INC.
	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
    B. Smith
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	THEMAVEN,
    INC.
	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
    B. Smith
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	MAVEN
    MEDIA BRANDS, LLC
	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
    B. Smith
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	THESTREET,
    INC.
	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
    B. Smith
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	COLLEGE
    SPUN MEDIA INCORPORATED
	 	 
	 	By:	/s/
    Douglas B. Smith
	 	Name:	Douglas
    B. Smith
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	LENDER:
	 	 
	 	FAST
    PAY PARTNERS LLC
	 	 
	 	By:	/s/
    Danielle Baldaro
	 	Name:	Danielle
    Baldaro
	 	Title:
    	Senior
    Vice President, FP Portfolio Manager


 




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