Exhibit 10.11

	
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BOARD SERVICES AND CONSULTING AGREEMENT
THIS BOARD SERVICES AND CONSULTING AGREEMENT is made as of September 30,
2020 (this “Agreement”), by and between Direct Digital Holdings, LLC, a Texas limited liability company
(the “Company”) and Keith W. Smith (“Consultant”).
STATEMENT OF PURPOSE
WHEREAS, the Company wishes to enter into this Agreement with the Consultant, and the
Consultant wishes to enter into this Agreement with the Company, to provide for the terms and conditions
under which the Consultant will serve as a member of the Board of Managers of the Company (the “Board”)
and perform other services for the Company; and
WHEREAS, terms used but not otherwise defined herein shall have the meanings ascribed in the
Amended and Restated Limited Liability Company Agreement of the Company, dated as of the date hereof
(as amended, restated or otherwise modified from time to time in accordance with its terms, the “LLCA”).
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto,
intending to be legally bound, agree as follows:
1. Position.  During the Term (as defined in Section 7 hereof), subject to the terms and conditions
of this Agreement and the LLCA, at the option of Direct Digital Management, LLC, a Delaware
limited liability company (“DDM”), the Consultant shall serve as a DDH Manager (as such
term is defined in the LLCA) of the Board.  Consultant shall also serve as the President of the
Company and be an Officer of the Company under the LLCA.  For the avoidance of doubt, the
Consultant shall be required to serve as a DDH Manager and any replacement Consultant shall
be subject to the same approval rights applicable to a DDH Manager pursuant to Section 5.2 of
the LLCA.
2. Duties; Meetings.  During the Term:
a. At the option of DDM (but subject to Section 5.2 of the LLCA), the Consultant shall
serve as the DDH Manager of the Board, and for so long as the Consultant is a DDH
Manager of the Board, shall make reasonable business efforts to (i) attend all Board
meetings in person or by conference telephone, videoconference or any other means of
communication that allow all persons participating in the meeting to simultaneously
hear each other during the meeting, (ii) serve as a director (or in an equivalent position)
of any subsidiary and/or affiliate of the Company if requested by the Company, and
(iii) answer questions and provide reasonable strategic advice to the Company’s
officers as requested from time to time. The Company expects to have four (4) regular
quarterly meetings of the Board each year.
b. Consultant shall provide insights regarding commercial and economic issues that could
impact the Company and its subsidiaries, giving context to strategic decisions.
c. Consultant shall use his reasonable efforts to promote the interests of the Company and
its subsidiaries.
d. Consultant may perform services under this Agreement from any location and shall
use Consultant’s own equipment in the performance of services hereunder.
3. Compensation; Benefits.
a. Consultant will be available to the Company to provide services to the Company under
this Agreement for $450,000 per year paid on a bi-weekly basis calculated on an hourly
basis as $216.35 per hour for eighty (80) hours for 26 bi-weekly pay periods. Any 





	
	
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services of Consultant over the above-referenced amount  will be approved in writing
by the Board.  Based on the performance of the Company and its subsidiaries, the
Board shall meet annually, unless otherwise agreed by the Board, to (i) review and
possibly increase the compensation payable hereunder and (ii) pay to Consultant a
performance-based bonus, if any, as determined by the Board in their sole discretion.
b. During the Term, the Consultant and his direct family members shall be eligible to
participate in and be covered under all employee benefit plans and programs
maintained by the Company and/or its subsidiaries.  To the extent the Company cannot
provide and maintain coverage for the Consultant on the Company’s health insurance,
dental insurance, short term disability insurance, long term disability insurance and life
insurance plans (“Plans”) on the day of Closing, the Company shall provide for, or
reimburse Consultant for all out-of-pocket costs incurred for the purchase of insurance
coverage that provides comparable benefit levels to the Consultant and his direct
family members to the Company’s Plans at no greater cost.
c. During the Term, the Company shall reimburse Consultant for all reasonable out-of-
pocket expenses incurred by the Consultant in connection with Consultant’s services
under this Agreement; provided, that Consultant complies with the generally
applicable policies, practices and procedures of the Company for submission of
expense reports, receipts or similar documentation of such expenses.
4. Independent Contractor.  Consultant’s status during the Term shall be that of an independent
contractor and not, for any purpose, that of an employee or agent with authority to bind the
Company or its subsidiaries in any respect; provided, however, that (a) during the USDM
Control Period (as defined in the LLCA), the Consultant will have the agency with authority to
bind the Company or its subsidiaries pursuant to and subject to the terms and conditions of the
LLCA, and (b) during such period that the Consultant is also an Officer (as defined in the
LLCA) of the Company, the Consultant, as an Officer, shall have such agency and authority to
bind the Company or its subsidiaries pursuant to the rights and obligations of such Officer
position held by the Consultant, subject to the terms and conditions of the LLCA.  Except to
the extent required by applicable law, all payments and other consideration made or provided
to Consultant under Section 3 hereof shall be made or provided without withholding or
deduction of any kind and Consultant shall assume sole responsibility for discharging all tax
or other obligations associated therewith.
5. Legal and Tax Matters. Consultant should consult his own legal counsel, tax advisor,
accountant, and/or business advisor as to legal, tax and related matters concerning his
compensation and services provided pursuant to this Agreement.
6. Consultant’s Representation and Acknowledgment.  Consultant represents to the Company that
his execution and performance of this Agreement shall not be in violation of any agreement or
obligation (whether or not written) that he may have with or to any person or entity, including
without limitation, any current or prior employment agreement or obligation.  Consultant
hereby acknowledges and agrees that this Agreement (and any other agreement or obligation
referred to herein) shall be an obligation solely of the Company, and Consultant shall have no
recourse whatsoever against any member of the Company or any of their respective affiliates
with regard to this Agreement.
7. Term. Subject to the terms and conditions set forth in the LLCA, the term of this Agreement
(the “Term”) shall mean the period commencing on the date hereof and terminating on the
earliest of the following to occur:
a. the death of the Consultant; 





	
	
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b. the date on which Consultant terminates this Agreement (provided however that the
termination of the Consultant’s service as a Manager on the Board for any or no reason
shall not be a termination by Consultant of this Agreement);
c. the date on which the Company terminates this Agreement pursuant to a Termination
Event.
As used herein, a “Termination Event” shall mean (i) Consultant’s fraud.
For the avoidance of doubt, if the Term would be terminable pursuant to Section 7.a., then the
Consultant’s heirs shall be entitled to receipt of any payments payable hereunder.
8. Indemnification. The Company agrees to indemnify the Consultant for his activities as a Board
member and for the services provided under this Agreement to the fullest extent permitted
under the LLCA and/or applicable law whichever provides greater protection.  The Company
agrees that Consultant shall be a Covered Person (as defined in the LLCA) and shall have
coverage under the Company’s D&O insurance policy that the Company is required to maintain
pursuant to Section 5.4(f) of the LLCA.
9. Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or
to require at any time performance by the other party of any of the provisions hereof shall in
no way be construed to be a waiver of such provisions or to affect either the validity of this
Agreement or any part hereof, or the right of either party to enforce each and every provision
in accordance with its terms. No waiver by any party hereto of any breach by another party
hereto of any provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.
10. Notices. Every notice relating to this Agreement shall be in writing and shall be given by
personal delivery, electronic mail or by registered or certified mail, postage prepaid, return
receipt requested; to:
To the Company:

Direct Digital Holdings, LLC
10219 Piping Rock Lane
Houston, TX 77042
Attention: Keith Smith and Mark Walker
Email:  ksmith@directdigitalholdings.com
 mwalker@directdigitalholdings.com

with copies (which shall not constitute notice) to:

McGuireWoods LLP
2000 McKinney Avenue, Suite 1400
Dallas, TX  75201
Attention: Phyllis Y. Young
Email: pyoung@mcguirewoods.com

To the Consultant

Keith Smith
1705 Monarch Oaks Street
Houston, Texas 77055
Email:  ksmith@directdigitalholdings.com  





	
	
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Any party hereto may change its address for purposes of notice hereunder by giving notice in
writing to the other party pursuant to this Section 10.
11. Binding Effect; Assignment; Third-Party Beneficiary. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors, personal
representatives, estates, successors (including, without limitation, by way of merger) and
permitted assigns. Notwithstanding the provisions of the immediately preceding sentence,
neither Consultant nor the Company shall assign all or any portion of this Agreement without
the prior written consent of the other party.
12. Entire Agreement. This Agreement (together with any other agreement referred to herein) sets
forth the entire understanding of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, between them as to such subject matter.
13. Severability. If any provision of this Agreement, or any application thereof to any
circumstances, is invalid, in whole or in part, such provision or application shall to that extent
be severable and shall not affect other provisions or applications of this Agreement.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Texas, without reference to the principles of conflict of laws.  Any
and all claims, counterclaims, disputes and other matters in question arising out of or relating
to this Agreement or the breach hereof will be resolved by the parties hereto in accordance with
Section 12.16 of the LLCA.
15. Modifications. Neither this Agreement nor any provision hereof may be modified, altered,
amended or waived except by an instrument in writing duly signed by the parties hereto.
16. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one and the same
instrument. Transmission of images of signed signature pages by facsimile, e-mail or other
electronic means shall have the same effect as the delivery of manually signed documents in
person.
17. Conflict.  In the event of a conflict between this Agreement and the LLCA, the LLCA shall
control.  In the event of a conflict between this Agreement and any agreement other than the
LLCA, this Agreement shall control.
[Signature Page Follows]





	
	[Signature Page to Board Services and Consulting Agreement – Keith Smith]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the
date first above written.
C OMPANY
DIRECT DIGITAL HOLDINGS, LLC
By:
Name: Mark Walker
Title:   Manager
CONSULTANT
     .
Keith W. Smith