Fluent Inc

Rule10b5-1 Trading Plans**

During the fiscal quarter ended* June 30, 2024*, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule10b5-1(c) or any "non-Rule10b5-1 trading arrangement."

Second Amendment to SLR Credit Agreement

On* July 31, 2024,the Company and SLR entered into a letter agreement pursuant to which SLR extended the deadline for delivery of the compliance certificate required for the fiscal month ended June 30, 2024,and the related notice of event of default, to August 16, 2024.On August 14, 2024,the parties entered into asecond* letter agreement pursuant to which SLR extended the deadline for delivery of the same compliance certificate and related notice of event of default to* August 21, 2024.*

On* August 19, 2024,the Borrower, SLR, and the other parties thereto entered into the Second Amendment to Credit Agreement (the "Second Amendment"), which, among other things, required that the Company raise$2.0* million in additional capital. To raise the capital, the Company entered into convertible subordinated notes withfour individuals who are officers and/or directors of the Company andone principal stockholder of the Company. In addition, among other things, the Second Amendment waived non-compliance with the financial covenant as of* June 30, 2024*, modified the financial covenant through* December 31, 2025,ended a requirement to engage a financial advisor, and increased the interest rate margin from5.25%* to5.75%.

The Second Amendment also included a Second Amendment Subordination Agreement described below.

Sale of Convertible Notes

On* August 19, 2024,the Company entered into Securities Purchase Agreements (the "Securities Purchase Agreements") with certain accredited and/or sophisticated investors (the "Purchasers") to sell convertible subordinated promissory notes (the "Convertible Notes") in aggregate principal amount of$2.1* million. The Convertible Promissory Notes mature on* April 2, 2029,bear interest at13%* per annum payable quarterly in cash (subject to payment conditions in the Subordination Agreement described below) or in kind. Subject to the payment conditions in the Subordination Agreement described below, the Company* mayprepay the Convertible Notes in whole or in part at any time uponten* days’ written notice; provided that,no prepayment will be permitted prior to the stockholder approval described below without the consent of the applicable holder.

Each holder of a Convertible Note is entitled to convert the Conversion Amount (as defined below) into shares of the Company’s common stock at a conversion price equal to the lesser of (i)$3.01, and (ii) the greater of (A) the consolidated closing bid price of the Company’s Common Stock as reported on Nasdaq on the applicable conversion date and (B)$1.00, in each case subject to adjustments for stock splits, recapitalizations and the like. However, the applicable conversion price will inno event be lower than the price established by clause (ii) above unless and until the Company’s stockholders have approved matters related to the issuance of common stock upon conversion of the Convertible Notes, which vote is expected to take place at the Company’s2024 annual meeting of stockholders. The Convertible Notes are subject to additional limits on conversion until stockholder approval is obtained, including an aggregate limit on the number of shares that* maybe issued upon conversion to19.99%* of the Company’s outstanding shares of common stock and provisions to prevent a change of control as defined in the rules of the Nasdaq Stock Market. The Company has agreed to use its reasonable efforts to secure stockholder approval at such meeting, including providing a recommendation FOR approval by the Company’s board of directors. Holders of the Convertible Notes will be permitted to vote on such stockholder approval, but* may**not* vote any shares obtained from conversion of the Convertible Notes prior to such vote.No underwriting discounts or commissions were paid with respect to the Convertible Notes.

The purchasers of the Convertible Notes include our Chairman of the Board and Chief Strategy Officer Ryan Schulke, our Chief Executive Officer Donald Patrick, our interim Chief Financial Officer Ryan Perfit, our Chief Customer Officer and member of the board of directors Matthew Conlin, and Dr. Phillip Frost, a beneficial owner of approximately22% of common stock prior to the Convertible Note transaction. In certain cases the Convertible Notes were purchased by affiliates of such persons.

In connection with the Second Amendment and the Purchase Agreements, the Company, SLR and the purchasers of the Convertible Notes entered into a Second Amendment Subordination Agreement dated* August 19, 2024 (the "Subordination Agreement"). The Subordination Agreement confirms the subordinated nature of the Convertible Notes and restricts payments to and remedies of the holders of the Convertible Notes for so long as the SLR Credit Agreement has indebtedness outstanding. The Subordination Agreement provides that the Company may**not* make any payment of principal or interest on the Convertible Notes unless the conditions set forth in either in clause (i) or clause (ii) below are satisfied:

(i) (a)no event of default under the SLR Credit Agreement exists before or immediately after giving effect to such payment, (b) the Borrower has demonstrated to the satisfaction of SLR compliance with certain financial covenants on a pro forma basis after giving effect to the payment, and (c) SLR’s receipt of the Company’s audited financial statements for the fiscal year ending* December 31, 2024.*

(ii) (a)no event of default under the SLR Credit Agreement exists before or immediately after giving effect to such payment, (b) the Company has raised equity capital excluding the proceeds from the sale of the Convertible Notes prior to* June 30, 2025and the payments made in respect of the Convertible Notes donot* exceed an amount that equals the positive difference of the amount of such equity raise and*$7,000,000,* and (c) the Borrower has demonstrated to the satisfaction of SLR compliance with certain financial covenants on a pro forma basis after giving effect to the payment.

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