Letter Agreement to Credit Agreement, dated as of July 31, 2024, by and among Crystal Financial LLC D/B/A SLR Credit Solutions, Crystal Financial SPV LLC and Fluent, LLC

Exhibit 10.6

July 31, 2024

VIA EMAIL
Fluent, LLC
300 Vesey Street, 9^th Floor
New York, NY 10282

RE: SLR-Fluent Credit Agreement 2024 Q2 Deliverables

Dear Mr. Barsky:

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.

The Borrower has requested that the Lenders and the Administrative Agent extend until August 16, 2024, the deadline for delivery of (i) the Compliance Certificate required by Section 6.04(b)(ii) for the Fiscal Month ended June 30, 2024, and (ii) the notice of Event of Default required by Section 6.05(a) for the Borrower’s violation of Section 7.12(b)(i) for the Fiscal Quarter ended June 30, 2024. The Lenders and the Administrative Agent are willing to, and by delivery of this letter hereby agree to, extend such deadlines until August 16, 2024.

This letter together with the other Loan Documents embodies the entire understanding and agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written.

[Signature pages follow]

Sincerely,

CRYSTAL FINANCIAL LLC D/B/A SLR CREDIT SOLUTIONS, as Administrative Agent and Lender

CRYSTAL FINANCIAL SPV LLC, as a Lender

Acknowledged and agreed,

FLUENT, LLC, as Borrower and on behalf of the Guarantors