SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2024 • Fluent, Inc. • Services-advertising • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2024, between Fluent, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ContractConsulting Agreement • August 19th, 2024 • Fluent, Inc. • Services-advertising
RE: SLR-Fluent Credit Agreement 2024 Q2 Deliverables Dear Mr. Barsky:Credit Agreement • August 19th, 2024 • Fluent, Inc. • Services-advertising
Reference is made to that certain Credit Agreement dated as of April 2, 2024 (as amended, restated, amended and restated, extended, modified, supplemented or otherwise in effect from time to time, the “Credit Agreement”), by and among, among others: (i) Fluent, LLC, as the borrower (the “Borrower”); (ii) Fluent, Inc., as a guarantor, (iii) the other Credit Parties party thereto from time to time; (iv) Crystal Financial LLC d/b/a SLR Credit Solutions, as the administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders; and (v) the Lenders party thereto from time to time. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
RE: SLR-Fluent Credit Agreement 2024 Q2 Deliverables Dear Mr. Barsky:Credit Agreement • August 19th, 2024 • Fluent, Inc. • Services-advertising
Reference is made to that certain Credit Agreement dated as of April 2, 2024 (as amended, restated, amended and restated, extended, modified, supplemented or otherwise in effect from time to time, the “Credit Agreement”), by and among, among others: (i) Fluent, LLC, as the borrower (the “Borrower”); (ii) Fluent, Inc., as a guarantor, (iii) the other Credit Parties party thereto from time to time; (iv) Crystal Financial LLC d/b/a SLR Credit Solutions, as the administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders; and (v) the Lenders party thereto from time to time. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
ContractConvertible Note • August 19th, 2024 • Fluent, Inc. • Services-advertising • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECOND AMENDMENT SUBORDINATION AGREEMENTSubordination Agreement • August 19th, 2024 • Fluent, Inc. • Services-advertising • New York
This SECOND AMENDMENT SUBORDINATION AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made and entered into as of August 19, 2024, by and among FLUENT, INC., a Delaware corporation (“Parent”), [________], [an individual] [a trust organized under the Laws of the State of Florida] (“Subordinated Creditor”), and CRYSTAL FINANCIAL LLC d/b/a SLR CREDIT SOLUTIONS, as administrative agent for and on behalf of the Lenders, as hereinafter defined (“Administrative Agent”).
