Newtek Business Services Corp.
EX-10.1
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<DESCRIPTION>EX-10.1
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<DIV><FONT size="1" style="font-size:1pt;color:white">NEWTEK BUSINESS SERVICES CORP.    AMENDMENT NO. 1 TO THE     EQUITY DISTRIBUTION AGREEMENT    Dated as of July 20, 2022        This Amendment No. 1 (the &#8220;Amendment&#8221;) is to the Equity Distribution Agreement,  dated as of June 25, 2020 (the &#8220;Equity Distribution Agreement&#8221;), by and among Newtek  Business Services Corp., a Maryland corporation (the &#8220;Company&#8221;) and the several placement  agents named in Schedule A thereto (the &#8220;Placement Agents&#8221;).     WHEREAS, the Company and the Placement Agents have entered into the Equity  Distribution Agreement pursuant to which, from time to time during the term of the Equity  Distribution Agreement, on the terms and subject to the conditions set forth therein, the  Company may issue and sell through the Placement Agents up to 3,000,000 shares of the  Company&#8217;s common stock, $0.02 par value per share (the &#8220;Securities&#8221;); and    WHEREAS, the Company and the Placement Agents desire to amend the Equity  Distribution Agreement to increase the number of Securities that the Company may issue and  sell through the Placement Agents from 3,000,000 to 6,400,000 (which number shall include all  of the Securities previously sold pursuant to the Equity Distribution Agreement to date).    NOW THEREFORE, in consideration of the mutual promises contained in this  Amendment and other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby  amend the Equity Distribution Agreement and agree as follows:    Cover Page. The cover page of the Equity Distribution Agreement is hereby amended by  replacing &#8220;3,000,000 Shares of Common Stock&#8221; with &#8220;6,400,000 Shares of Common Stock.&#8221;     Section 1. Introduction.  The fourth sentence of the fourth paragraph of Section 1 of the  Equity Distribution Agreement is hereby amended by replacing &#8220;3,000,000 Shares of Common  Stock (the &#8220;Securities&#8221;)&#8221; with &#8220;6,400,000 Shares of Common Stock (the &#8220;Securities&#8221;).&#8221;    Section 2. Waivers for Amendment; Consent. Each of the Company and the Placement  Agents by the execution of this Amendment, hereby consent to the amendments, modifications  and supplements to the Equity Distribution Agreement contemplated herein.    Section 3. No Other Amendments. Except for as set forth above, no other amendments  to the Equity Distribution Agreement are intended by the parties hereto, are made, or shall be  deemed to be made, pursuant to this Amendment, and all provisions of the Equity Distribution  Agreement, including all Exhibits thereto, unaffected by this Amendment shall remain in full  force and effect.  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">2    Section 4. Beneficiaries. This Amendment will inure to the benefit of and be binding  upon the parties hereto, and their respective successors, and to the benefit of the employees,  officers, and directors and controlling persons referred to in Section 11(a) and Section 11(b) of  the Equity Distribution Agreement, and in each case their respective successors, and personal  representatives, and no other person will have any right or obligation hereunder. The term  &#8220;successors&#8221; shall not include any purchaser of the Securities as such from any of the Placement  Agents merely by reason of such purchase.    Section 5. Invalidity/Unenforceability. The invalidity or unenforceability of any  section, paragraph, or provision of this Amendment shall not affect the validity or enforceability  of any other section, paragraph, or provision hereof or of the Equity Distribution Agreement. If  any section, paragraph, or provision of this Amendment is for any reason determined to be  invalid or unenforceable, there shall be deemed to be made such minor changes (and only such  minor changes) as are necessary to make it valid and enforceable.    Section 6. Governing Law; Headings. This Amendment shall be governed by, and  construed in accordance with, the laws of the State of New York, without regard to conflicts of  laws principles. The section headings in this Agreement have been inserted as a matter of  convenience of reference and are not a part of this Agreement.    Section 7. Capitalized Terms. Capitalized terms used but not defined herein shall have  the meanings assigned to such terms in the Equity Distribution Agreement.    Section 8. Counterparts and Electronic Signatures. This Amendment may be signed  by the parties in counterparts which together shall constitute one and the same agreement among  the parties. An electronic or facsimile signature shall constitute an original signature for all  purposes.      [Remainder of Page Intentionally Left Blank]      </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">3  IN WITNESS WHEREOF, the parties have caused this Amendment to Equity Distribution  Agreement to be executed and delivered by their duly authorized representatives as of the date  first written above.       NEWTEK BUSINESS SERVICES CORP.        By:         Name: Barry Sloane    Title: Chief Executive Officer &amp; President      Keefe, Bruyette &amp; Woods, Inc.        By:      Name:      Title:       Capital One Securities, Inc.    By:                                                                      Name:    Title:      Compass Point Research &amp; Trading, LLC     By:     Name:   Title:      Ladenburg Thalmann &amp; Co. Inc.       By:      Name:      Title:       </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">4  Raymond James &amp; Associates, Inc.     By:                                                                       Name:    Title:      UBS Securities LLC    By:                                                                       Name:    Title:      By:                                                                       Name:    Title:      </FONT></DIV>
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