Exhibit 10.7

	
	
SECURED TERM PROMISSORY NOTE
$12,825,000 Closing Date: September 30, 2020
 Scheduled Maturity Date: September 15, 2023
FOR  VALUE  RECEIVED,  Direct  Digital  Holdings,  LLC.,  a  Texas  limited  liability
company, Huddled Masses LLC, a Delaware limited liability company; Colossus Media, LLC, a
Delaware limited liability company; Orange142, LLC, a Delaware limited liability company; and
Universal  Standards  for  Digital  Marketing,  LLC,  a  Delaware  limited  liability  company
(collectively, the “Borrower”) hereby jointly and severally promise to pay to Silverpeak Credit
Opportunities AIV LP, a Delaware limited partnership (the “Lender”), at 40 West 57th Street—
29th Floor, New York, New York 10019, or such other place of payment as the Lender, as the
holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to
time in writing, in lawful money of the United States of America, the initial principal amount of
Twelve  Million  Eight  Hundred  Twenty-Five  Thousand  Dollars  ($12,825,000)  or  such  other
principal amount as the Lender has advanced to the Borrower, together with interest at a rate as set
forth  in  Section 2.1(b) of the Loan  Agreement based upon a year  consisting of 365 days, with
interest computed daily based on the actual number of days in each Accrual Period.
This Promissory Note is the Note referred to in, and is executed and delivered in connection
with, that certain Loan and Security Agreement dated as of September 30, 2020, by and among the
Borrower, the several financial institutions or entities from time to time party thereto as the Lenders,
and Silverpeak Credit Partners, LP, a Delaware limited partnership (the “Agent”) (as the same may
from time to time be amended, modified or supplemented in accordance with its terms, the “Loan
Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan
Documents (as defined in the Loan Agreement), to which reference is made for a statement of all
of the terms and conditions thereof.    All payments shall be made in accordance with the Loan
Agreement.    All terms defined in the Loan Agreement shall have the same definitions when used
herein, unless otherwise defined herein.    An Event of Default under the Loan Agreement shall
constitute a default under this Promissory Note.
The Borrower waives presentment and demand for payment, notice of dishonor, protest and
notice of protest under the UCC or any applicable law.    The Borrower agrees to make all payments
under  this  Promissory  Note  without  setoff,  recoupment  or  deduction  and  regardless  of  any
counterclaim or defense.    This Promissory Note has been negotiated and delivered to the Lender
and is payable in the State of New York.    This Promissory Note shall be governed by and construed
and enforced in accordance with, the laws of the State of New York, excluding any conflicts of law
rules or principles that would cause the application of the laws of any other jurisdiction.
Anything herein to the contrary notwithstanding, the Liens and security interests securing
the obligations evidenced by this promissory note, the exercise of any right or remedy with respect
hereto and certain of the rights of the holder hereof are subject to the provisions of the Intercreditor
Agreement,  dated  as  of  September  30, 2020  (as  amended,  restated,  supplemented,  substituted,
replaced  or  otherwise  modified  from  time  to  time,  the  “Intercreditor  Agreement”),  by  and
between  Silverpeak  Credit  Partners,  LP  (in  its  capacity  as  Agent),  for  and  on  behalf  of  the
Silverpeak Facility Creditors and each other Silverpeak Facility Claimholder (each as defined in
the Intercreditor Agreement) from time to time, and East West Bank (“EWB”), acting on behalf 





	
	
of each A/R Facility Claimholder (as defined in the Intercreditor Agreement). In the event of any
conflict between the terms of the Intercreditor Agreement and this promissory note, the terms of
the Intercreditor Agreement shall govern and control.
[SIGNATURES TO FOLLOW] 





	
	THE BORROWER:
Title: President
ORANGE142, LLC
kdwLK- By: Keith W. Smith
Title: President
HUDDLED MASSES LLC
~ ~.t By: Keith W. Smith
Title: President
COLOSSUS MEDIA, LLC
lUw~f By: Keith W. Smith
--
Title: President
UNIVERSAL STANDARDS FOR DIGIT AL
MARKETING, LLC
~~.-~ By: Keith W. Smith
Title: President
[Signature page to Secured Term Promissory Note]