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:	DIRECT DIGITAL HOLDINGS, LLC
	 	 
	 	/s/ Keith W. Smith
	 	By:	 Keith W. Smith
	 	Title:	 President
	 	 
	 	ORANGE142, LLC
	 	 
	 	/s/ Keith W. Smith
	 	By: 	Keith W. Smith
	 	Title: 	President
	 	 
	 	HUDDLED MASSES LLC
	 	 
	 	/s/ Keith W. Smith
	 	By: 	Keith W. Smith
	 	Title: 	President
	 	 
	 	COLOSSUS MEDIA, LLC
	 	 
	 	/s/ Keith W. Smith
	 	By: 	Keith W. Smith
	 	Title: 	President
	 	 
	 	UNIVERSAL STANDARDS FOR DIGITAL MARKETING, LLC
	 	 
	 	/s/ Keith W. Smith
	 	By: 	Keith W. Smith
	 	Title: 	President


 


[Signature page to Secured Term Promissory
Note]