Exhibit 10.9

	
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135602153_1
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 USDM Holdings, Inc., a Texas corporation (“USDM”).
STATEMENT OF PURPOSE
WHEREAS, the Company wishes to enter into this Agreement with USDM, and USDM wishes to
enter into this Agreement with the Company, to provide for the terms and conditions under which USDM
will provide an individual, who shall initially be Leah Woolford, to 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, USDM shall provide an individual, who shall initially be
Leah Woolford, to serve as the USDM Manager (as such term is defined in the LLCA) of the
Board and to serve as the Senior Advisor of the Company and be an Officer of the Company
under the LLCA (such individual, a “Consultant”).  For the avoidance of doubt, any Consultant
hereunder shall be required to serve as the USDM Manager and any replacement Consultant
shall be subject to the same approval rights applicable to a USDM Manager pursuant to
Section 5.2 of the LLCA.
2. Duties; Meetings.  During the Term:
a. At the option of USDM, USDM shall provide a Consultant to serve as the USDM
Manager of the Board.  USDM shall make reasonable efforts to ensure that the
Consultant (i) attends 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) serves as a director (or in an equivalent position) of any subsidiary and/or affiliate
of the Company if requested by the Company, and (iii) answers 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. USDM shall make reasonable efforts to ensure that Consultant (i) provides insights
regarding commercial and economic issues that could impact the Company and its
subsidiaries, giving context to strategic decisions, and (ii) mentors senior leadership,
acting as a sounding board, to advise and reflect on priorities/concerns and to challenge
assumptions.
c. USDM shall make reasonable efforts to ensure that Consultant promotes the interests
of the Company and its subsidiaries. The Company recognizes that, subject to
Section 2.8 of the LLCA, (i) the Consultant may be providing consulting services to,
or be employed by, other entities and (ii) the Consultant may sit on the board of
directors (or equivalent bodies) of other entities. As such, USDM shall make
reasonable efforts to ensure that Consultant will coordinate Consultant’s respective 





	
	
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commitments so as to fulfill Consultant’s obligations as a member of the Board and
Consultant’s obligations under this Agreement.
d. Consultant may perform services under this Agreement from any location and shall
use USDM’s or Consultant’s own equipment in the performance of services hereunder.
3. Compensation; Benefits.
a. USDM will make Consultant available to the Company to provide services to the
Company under this Agreement for up to fifty (50) hours per month during the Term,
at an hourly rate of $300 per hour.  Any services of Consultant over fifty (50) hours
per month will be approved in writing by the Board.  USDM will be paid for
Consultant’s services to the Company within ten (10) days after USDM’s submission
to the Company of an invoice for Consultant’s services provided to the Company
hereunder.  Based on the performance of the Company and its subsidiaries, the Board
shall meet annually to (i) review and possibly increase the compensation payable
hereunder and (ii) pay to USDM a performance-based bonus, if any, as determined by
the Board in their sole discretion.
b. During the Term, the Consultant and her direct family members shall be eligible to
participate in and be covered at the same level as she had been covered prior to the
Closing under all employee benefit plans and programs maintained by the Company
and/or its subsidiaries.  To the extent the Company cannot provide 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 USDM for all out-
of-pocket costs incurred for the purchase of insurance coverage that provides
comparable benefit levels to the Consultant and her direct family members to the
Company’s Plans at no greater cost.
c. During the Term, the Company shall reimburse USDM for all reasonable out-of-pocket
expenses incurred by the Consultant in connection with Consultant’s services under
this Agreement; provided, that USDM 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. USDM’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 USDM under Section 3 hereof shall be made or provided without withholding or deduction
of any kind and USDM shall assume sole responsibility for discharging all tax or other
obligations associated therewith.
5. Legal and Tax Matters. USDM should consult its own legal counsel, tax advisor, accountant,
and/or business advisor as to legal, tax and related matters concerning its compensation and
services provided pursuant to this Agreement.   





	
	
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6. USDM’s Representation and Acknowledgment. USDM represents to the Company that its
execution and performance of this Agreement shall not be in violation of any agreement or
obligation (whether or not written) that it may have with or to any person or entity. USDM
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 USDM 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;
b. the date on which USDM 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 USDM of this Agreement);
c. the date on which the Company terminates this Agreement pursuant to a Termination
Event; or
d. the date that:
i. all distributions pursuant to Section 3.1(a) through (d) of the LLCA of the
Company have been paid in full; and
ii. the redemption of all of the Class A Preferred Units, Class B Preferred Units
and Common Units held by the USDM Investor have been completed pursuant
to Sections 8.8, 8.9 and 8.10 of the LLCA.
As used herein, a “Termination Event” shall mean (i) USDM’s or Consultant’s fraud, or (ii) the
date that the USDM Investor (as defined in the LLCA) does not own at least five percent (5%) of
the outstanding Common Units (on a Fully Diluted Basis) in the Company and (B) all of the USDM
Investor’s Class A Preferred Units (as defined in the LLCA) and Class B Preferred Units (as defined
in the LLCA) have been redeemed pursuant to the LLCA.
For the avoidance of doubt, if the Term would be terminable pursuant to Section 8.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 her 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: 





	
	
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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

USDM Holdings, Inc.
5729 Krause Lane, Unit #13
Austin, Texas 78738
Email: leah@usdmholdings.com

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 USDM nor the Company shall assign all or any portion of this Agreement without the
prior written consent of the other party.  Leah Woodford shall be a third-party beneficiary of
this Agreement.
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. 





	
	
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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.
[Signature Page Follows]





	
	IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the
date first above written.
COMPANY
DIRECT DIGITAL HOLDINGS, LLC
~~~.,l~v~.+e
Title: Manager
USDM
USDM HOLDINGS, INC.
ame: Leah Woolford
Title: Chief Executive Officer
{Signature Page to Board Services and Consulting Agreement- USDM Holdings, Inc.]