Exhibit 10.1
LEDGERED ABL AGREEMENT
THIS LEDGERED ABL AGREEMENT (“Agreement”) is made on this 8th day of August 2023, between and among VERITONE, INC., a Delaware Corporation, VERITONE ONE, INC., a Delaware Corporation, TABLE ROCK MANAGEMENT, LLC, a California Limited Liability Company, PANDOLOGIC, INC., a Delaware Corporation, VERITONE ENTERPRISES, LLC, a Delaware Limited Liability Company, and VERITONE DIGITAL, INC. d/b/a T3 MEDIA, a Delaware Corporation (collectively, "Seller") and ALTERNA CAPITAL SOLUTIONS LLC, a Florida limited liability company ("Purchaser").
(b) compromise or settle any of its Accounts for less than the full amount, (c) release in whole or in part any Payor, or (d) grant credits, discounts, allowances, deductions, or return authorizations for any Accounts.
(a) Seller defaults in the payment of any Obligations and does not cure the default within three (3) Business Days of the default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this Agreement; (c) any representation or warranty of the Seller contained in this Agreement proves to be false in any way; (d) Seller or any Affiliate of Seller executing a guaranty in favor of Purchaser with respect to the Obligations becomes subject to any debtor-relief proceedings; (e) any guarantor fails to perform or observe any of the guarantor's Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within five (5) days; and (g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations.
21.1. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER'S OBLIGATIONS. PURCHASER'S FAILURE TO CHARGE OR ACCRUE INTEREST OR FEES AT ANY "DEFAULT" OR "PAST DUE" RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH INTEREST OR FEES.
21.2. Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement, at which time all Obligations shall immediately become due and payable without notice.
21.3. At option of Purchaser, (i) from and after the occurrence of an Event of Default, and without constituting a waiver of any such Event of Default, and/or (ii) if the Obligations are not paid in full by the Termination Date, the then outstanding Obligations shall bear interest at the Default Rate.
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
PURCHASER: Alterna Capital Solutions LLC
2420 Lakemont Ave, Suite 350
Orlando, FL 32814
Chief Operating Officer, Roger Allen
rallen@alternacs.com
SELLER: Veritone, Inc.
5291 California Ave., Suite 350
Irvine, CA 92617
SVP, Deputy Chief Accounting Officer, Charlie Thomas
cthomas@veritone.com
Veritone, Inc.
1615 Platte Street, 2nd Floor
Denver, CO 80202
Chief Financial Officer, Michael Zemetra
mzemetra@veritone.com
IN WITNESS WHEREOF the Parties hereto have affixed their hands and seals on the day and year first above written.
SELLER: VERITONE, INC.
By: /s/ Michael Zemetra
Name: Michael Zemetra
Title: Chief Financial Officer
SELLER: VERITONE ONE, INC.
By: /s/ Michael Zemetra
Name: Michael Zemetra
Title: Chief Financial Officer
SELLER: TABLE ROCK MANAGEMENT, LLC
By: /s/ Michael Zemetra
Name: Michael Zemetra
Title: Chief Financial Officer
SELLER: PANDOLOGIC, INC.
By: /s/ Michael Zemetra
Name: Michael Zemetra
Title: Chief Financial Officer
SELLER: VERITONE DIGITAL, INC. d/b/a T3 MEDIA
By: /s/ Michael Zemetra
Name: Michael Zemetra
Title: Chief Financial Officer
SELLER: VERITONE ENTERPRISES, LLC
By: /s/ Michael Zemetra
Name: Michael Zemetra
Title: Chief Financial Officer
PURCHASER: Alterna Capital Solutions LLC
By: /s/ Roger Allen
Name: Roger Allen
Title: Chief Operating Officer
SCHEDULE A
PERMITTED LIENS
Purchaser consents to the existence of the following UCC liens, which are in existence as of the date of this Agreement:
None
Purchaser consents to the existing of the following UCC liens, which are in existence as of the date of this Agreement, except that Seller shall obtain a subordination agreement in the form and content acceptable to Purchaser, signed by each of the secured parties identified below, in which each such secured party shall subordinate its debt to the debt of the Purchaser:
None
No other liens on the Collateral are permitted without prior consent of Purchaser.