AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 5th, 2023 • Arena Group Holdings, Inc. • Cable & other pay television services
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of December 1, 2023, by and among The Arena Group Holdings, Inc., a Delaware corporation (“Arena”), Simplify Inventions, LLC, a Delaware limited liability company (“Simplify”), Bridge Media Networks, LLC, a Michigan limited liability company and a wholly owned subsidiary of Simplify, New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena (“Newco”), Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco.
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 5th, 2023 • Arena Group Holdings, Inc. • Cable & other pay television services • New York
This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Amendment No. 2”) is made and entered into as of December 1, 2023, by and among The Arena Group Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party to the Note Purchase Agreement (as defined below), each of the Purchasers from time to time named on Schedule I to the Note Purchase Agreement, and BRF Finance Co., LLC, in its capacity as agent for the Purchasers (in such capacity, “Agent”). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Note Purchase Agreement, as amended hereby.
WAIVER OF LIQUIDATED DAMAGES AND RELEASE OF CLAIMSWaiver of Liquidated Damages and Release of Claims • December 5th, 2023 • Arena Group Holdings, Inc. • Cable & other pay television services • New York
This Waiver of Liquidated Damages and Release of Claims (this “Waiver”) is made and is effective as of December 1, 2023, by and among The Arena Group Holdings, Inc. (the “Company”), B. Riley Principal Investments, LLC (the “Holders”) and Simplify Inventions, LLC (the “Purchaser”).
