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Because this Quarterly Report on Form 10-Q is being filed within four business days after the applicable triggering events, the information below is being disclosed under this Item 5 instead of under Item 1.01 (Entry into a Material Definitive Agreement), Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant) and Item 3.03 (Material Modification to Rights of Security Holders) of Form 8-K.
−Removed: On May 15, 2023, the Company entered into the third amendment to the credit agreement (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”) with certain subsidiaries of Fluent, LLC as guarantors, and Citizens Bank, N.A. as administrative agent, lead arranger and bookrunner, which amended certain provisions to temporarily:
−Removed: (i) add an additional tier of applicable margin to the selected rates;
−Removed: (ii) establish the applicable pricing floor for the remaining fiscal quarters in 2023;
−Removed: (iii) modify and adjust certain EBITDA add-backs for certain fiscal quarters in 2023;
−Removed: (iv) add monthly financial reporting for the remaining fiscal quarters in 2023;
−Removed: (v) provide additional financial covenant testing conditions on Fluent’s ability to draw on the Revolving Loans for the remaining fiscal quarters in 2023;
−Removed: (vi) provide additional notice of certain material events;
−Removed: (vii) add tiers to certain financial covenants and add a minimum cash liquidity financial covenant for the remaining fiscal quarters in 2023;
−Removed: (viii) provide additional restrictions on the ability to make loans and advances to officers, directors and employees for the remaining fiscal quarters in 2023;
−Removed: (ix) provide additional restrictions on the ability to invest in certain subsidiaries and joint ventures for the remaining fiscal quarters in 2023;
−Removed: (x) provide additional restrictions on the ability to make additional loans, investments or permitted acquisitions for the remaining fiscal quarters in 2023;
−Removed: and (xi) add unrestricted cash requirements in order for the Company to be permitted to pay dividends, make distributions or redeem or repurchase equity interests, for the remaining fiscal quarters in 2023, in each case pursuant to the terms and conditions under the Credit Agreement.
+Added: On August 21, 2023, Fluent, LLC entered into a fourth amendment to the Credit Agreement with certain subsidiaries of Fluent, LLC as guarantors, and Citizens Bank, N.A.
+Added: (“Citizens Bank”) as administrative agent, lead arranger and bookrunner, which (i) adjusted certain financial covenants for the remaining fiscal quarters of 2023, (ii) temporarily adjusted interest rates, (iii) permitted Citizens Bank to retain a business consultant at Fluent, LLC’s expense to advise on the credit parties’
+Added: financial and operating performance;
+Added: (iv) required weekly liquidity reports to Citizens Bank, (iv) required a $5 million prepayment of the Term Loan, and (v) adjusted the Revolving Loans by the same amount to $10 million.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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Amended and Restated Bylaws
−Removed: Form of Common Stock Certificate
−Removed: Form of Additional Warrants (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed October 17, 2017).
−Removed: Description of Securities.*
−Removed: Consulting Agreement, by and between Fluent, Inc.
−Removed: and Ryan Perfit, dated January 20, 2023 and effective February 1, 2023.
+Added: Third Amendment to Credit Agreement
+Added: Form of Restricted Stock Unit Award Grant Notice (2022 Long Term Incentive Plan)
+Added: Form of Restricted Stock Unit Award Grant Notice (2022 Omnibus Equity Incentive Plan)
+Added: Form of 2022 Performance Share Unit Agreement
+Added: Form of Stock Option Grant Notice and Option Agreement (2022 Omnibus Equity Incentive Plan)
+Added: Fourth Amendment to Credit Agreement
Certification of Chief Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
+Added: Management contract or compensatory plan or arrangement
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
+Added: August 21, 2023
/s/ Ryan Perfit
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.