Exhibit 10.4

	
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CREDIT AGREEMENT
by and among
DIRECT DIGITAL HOLDINGS, LLC
COLOSSUS MEDIA, LLC
HUDDLED MASSES LLC
ORANGE142, LLC
UNIVERSAL STANDARDS FOR DIGITAL MARKETING, LLC
and
EAST WEST BANK


Dated as of September 30, 2020
 





	
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TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS........................................................................................................................ 1 
1.01 Definitions ......................................................................................................................... 1 
1.02 Accounting Matters ....................................................................................................... 17 
1.03 Other Definitional Provisions ....................................................................................... 17 
ARTICLE II. ADVANCES ....................................................................................................................... 18 
2.01 Advances. ........................................................................................................................ 18 
2.02  General Provisions Regarding Interest, Etc. ............................................................... 19 
2.03  Unused Facility Fee ........................................................................................................ 20 
2.04  Use of Proceeds ............................................................................................................... 20 
2.05 Late Charges .................................................................................................................. 20 
2.06 Funding Loss .................................................................................................................. 20 
ARTICLE III. PAYMENTS ...................................................................................................................... 20 
3.01  Method of Payment ........................................................................................................ 20 
3.02 Prepayments. .................................................................................................................. 21 
ARTICLE IV. SECURITY ........................................................................................................................ 21 
4.01 Collateral ........................................................................................................................ 21 
4.02 Setoff ............................................................................................................................... 21 
ARTICLE V. CONDITIONS PRECEDENT ............................................................................................ 22 
5.01  Initial Extension of Credit ............................................................................................. 22 
5.02  All Extensions of Credit ................................................................................................ 23 
ARTICLE VI. REPRESENTATIONS AND WARRANTIES .................................................................. 24 
6.01 Corporate Existence ...................................................................................................... 24 
6.02  Financial Statements, Etc .............................................................................................. 24 
6.03  Action; No Breach .......................................................................................................... 25 
6.04  Operation of Business .................................................................................................... 25 
6.05  Litigation and Judgments ............................................................................................. 25 
6.06  Rights in Properties; Liens ............................................................................................ 25 
6.07 Enforceability ................................................................................................................. 25 
6.08 Approvals ........................................................................................................................ 25 
6.09 Taxes ............................................................................................................................... 25 
6.10  Use of Proceeds; Margin Securities .............................................................................. 26 
6.11 ERISA ............................................................................................................................. 26 
6.12 Disclosure ........................................................................................................................ 26 
6.13  Subsidiaries, Ventures, Etc ........................................................................................... 26 
6.14 Agreements ..................................................................................................................... 26 
6.15 Compliance with Laws .................................................................................................. 27 
6.16 Regulated Entities .......................................................................................................... 27 
6.17 Environmental Matters. ................................................................................................ 27 
6.18 Intellectual Property ...................................................................................................... 28 
6.19  Foreign Assets Control Regulations and Anti-Money Laundering ........................... 28 
6.20 Patriot Act ...................................................................................................................... 28 
6.21 Solvency .......................................................................................................................... 28 
6.22 Anti-Corruption Laws ................................................................................................... 28 
6.23 Beneficial Ownership Regulation ................................................................................. 29 
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ARTICLE VII. AFFIRMATIVE COVENANTS ...................................................................................... 29 
7.01 Reporting Requirements ............................................................................................... 29 
7.02  Maintenance of Existence; Conduct of Business ......................................................... 30 
7.03  Maintenance of Properties ............................................................................................ 30 
7.04  Taxes and Claims ........................................................................................................... 30 
7.05 Insurance. ....................................................................................................................... 31 
7.06 Inspection Rights ............................................................................................................ 31 
7.07  Keeping Books and Records ......................................................................................... 31 
7.08 Compliance with Laws .................................................................................................. 32 
7.09 Compliance with Agreements ....................................................................................... 32 
7.10 Further Assurances ........................................................................................................ 32 
7.11 ERISA ............................................................................................................................. 32 
7.12 Depository Relationship ................................................................................................ 32 
7.13 Subsidiaries..................................................................................................................... 32 
7.14 Keepwell .......................................................................................................................... 32 
ARTICLE VIII. NEGATIVE COVENANTS ........................................................................................... 33 
8.01 Debt ................................................................................................................................. 33 
8.02  Limitation on Liens ........................................................................................................ 33 
8.03 Mergers, Etc ................................................................................................................... 33 
8.04 Restricted Payments ...................................................................................................... 33 
8.05  Loans and Investments .................................................................................................. 34 
8.06  Limitation on Issuance of Equity.................................................................................. 34 
8.07  Transactions with Affiliates .......................................................................................... 34 
8.08  Disposition of Assets ...................................................................................................... 34 
8.09  Sale and Leaseback ........................................................................................................ 34 
8.10  Nature of Business ......................................................................................................... 34 
8.11 Environmental Protection ............................................................................................. 35 
8.12 Accounting ...................................................................................................................... 35 
8.13  No Negative Pledge ........................................................................................................ 35 
8.14 Subsidiaries..................................................................................................................... 35 
8.15 Hedge Agreements ......................................................................................................... 35 
8.16 OFAC .............................................................................................................................. 35 
8.17  Payments under Term Loan Agreement ..................................................................... 35 
8.18  Payments on Preferred Equity ..................................................................................... 35 
ARTICLE IX. FINANCIAL COVENANTS ............................................................................................. 35 
9.01  Fixed Charge Coverage Ratio ....................................................................................... 36 
9.02  Total Leverage Ratio ..................................................................................................... 36 
9.03 . ........................................................................................................................................ 36 
9.04 Liquid Assets .................................................................................................................. 36 
ARTICLE X. DEFAULT ........................................................................................................................... 36 
10.01  Events of Default ............................................................................................................ 36 
10.02 Remedies Upon Default ................................................................................................. 38 
10.03  Performance by Lender ................................................................................................. 38 
10.04 Equity Cure .................................................................................................................... 39 
ARTICLE XI. MISCELLANEOUS .......................................................................................................... 39 
11.01 Expenses .......................................................................................................................... 39 
11.02 INDEMNIFICATION ................................................................................................... 39 
11.03  Limitation of Liability ................................................................................................... 41 
11.04 No Duty ........................................................................................................................... 41 





	
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11.05 Lender Not Fiduciary .................................................................................................... 41 
11.06 Equitable Relief .............................................................................................................. 41 
11.07  No Waiver; Cumulative Remedies ............................................................................... 41 
11.08  Successors and Assigns .................................................................................................. 41 
11.09 Survival ........................................................................................................................... 41 
11.10  ENTIRE AGREEMENT; AMENDMENT .................................................................. 42 
11.11 Notices ............................................................................................................................. 42 
11.12  Governing Law; Venue; Service of Process ................................................................. 42 
11.13 Counterparts .................................................................................................................. 43 
11.14 Severability ..................................................................................................................... 43 
11.15 Headings ......................................................................................................................... 43 
11.16 Participations, Etc .......................................................................................................... 43 
11.17 Construction ................................................................................................................... 43 
11.18  Independence of Covenants .......................................................................................... 43 
11.19  WAIVER OF JURY TRIAL ......................................................................................... 43 
11.20  Additional Interest Provision ........................................................................................ 44 
11.21 Ceiling Election .............................................................................................................. 45 
11.22  USA Patriot Act Notice .................................................................................................. 45 
11.01 Intercreditor Legend. .................................................................................................... 45 

SCHEDULES
6.13  Subsidiaries, Ventures, Etc.
6.18 Intellectual Property
8.01 Existing Debt
8.02 Existing Liens
8.05 Existing Investments
EXHIBITS
A.   Borrowing Base Report  1.01
B. Compliance Certificate 1.01
C.   Revolving Credit Note  2.01

 





	
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this “Agreement”), dated as of September 30, 2020 is by and
among Direct Digital Holdings, LLC, a Texas limited liability company (“Direct Digital”), Colossus Media,
LLC, a Delaware limited liability company (“Colossus”), Huddled Masses LLC, a Delaware limited
liability company (“HM”), Orange142, LLC, a Delaware limited liability company (“Orange”) and
Universal Standards for Digital Marketing, LLC, a Delaware limited liability company (“USDM” and
together with Direct Digital, Colossus, HM, and Orange, “Borrowers” and each individually a
 “Borrower”), and East West Bank, a California state bank (“Lender”).
RECITALS:
Borrowers have requested that Lender extend credit to Borrowers as described in this Agreement.
Lender is willing to make such credit available to Borrowers upon and subject to the provisions, terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
1.01 Definitions. As used in this Agreement, all exhibits, appendices and schedules hereto and
in any note, certificate, report or other Loan Documents made or delivered pursuant to this Agreement, the
following terms will have the meanings given such terms in this Article I or in the provision, section or
recital referred to below:
 “Acquisition” means the acquisition by any Person of (a) a majority of the Equity Interests of
another Person, (b) all or substantially all of the assets of another Person or (c) all or substantially all of a
business unit or line of business of another Person, in each case (i) whether or not involving a merger or
consolidation with such other Person and (ii) whether in one transaction or a series of related transactions.
 “Advance” means an advance by Lender to Borrowers pursuant to Article II.
 “Advance Request Form” means a certificate, in a form approved by Lender, properly completed
and signed by Borrowers requesting a Revolving Credit Advance.
 “Affiliate” means, as to any Person, any other Person (a) that directly or indirectly, through one or
more intermediaries, controls or is controlled by, or is under common control with, such Person; (b) that
directly or indirectly beneficially owns or holds five percent (5%) or more of any class of voting stock of
such Person; or (c) five percent (5%) or more of the voting stock of which is directly or indirectly
beneficially owned or held by the Person in question. The term “control” means the possession, directly or
indirectly, of the power to direct or cause direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract, or otherwise; provided, however, in no event shall
Lender be deemed an Affiliate of Borrowers or any of their Affiliates or the Subsidiaries.
 “Agreement” has the meaning set forth in the Introductory Paragraph hereto, as the same may, from
time to time, be amended, modified, restated, renewed, waived, supplemented, or otherwise changed, and
includes all schedules, exhibits and appendices attached or otherwise identified therewith. 





	
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 “Beneficial Ownership Certification” means a certification regarding beneficial ownership
required by the Beneficial Ownership Regulation, which certification shall be substantially in form and
substance satisfactory to Lender.
 “Beneficial Ownership Regulation” means 31 C.F.R. §1010.230.
 “Borrowers” means the Persons identified as such in the Introductory Paragraph hereof, and their
successors and assigns, and “Borrower” means any one of the Borrowers.
 “Borrowing Base” means, at any time, an amount equal to the lesser of (a) $1,000,000 (the “Initial
Borrowing Cap”) or (b) the sum of fifty percent (50%) of the value of Eligible Accounts. Notwithstanding
the foregoing, if the Lender and the Term Loan Lender expressly consent in writing, the Initial Borrowing
Cap may be removed.
 “Borrowing Base Report” means, as of any date of preparation, a certificate setting forth the
Borrowing Base (in a form acceptable to Lender in substantially the form of Exhibit A attached hereto)
prepared by and certified by a Responsible Officer of Borrower.
 “Business Day” means any day other than a Saturday or a Sunday or any day on which commercial
banks in Los Angeles, California, are authorized or required to close, and, if the applicable Business Day
relates to a LIBOR Amount, such day also must be a day on which U.S. Dollar deposits are traded by and
between banks in the London interbank Eurodollar market.
 “Capital Expenditure” shall mean any expenditure by a Person for (a) an asset which will be used
in a year or years subsequent to the year in which the expenditure is made and which asset is properly
classified in relevant financial statements of such Person as equipment, real property, a fixed asset or a
similar type of capitalized asset in accordance with GAAP or (b) an asset relating to or acquired in
connection with an acquired business, and any and all acquisition costs related to (a) or (b) above.
 “Capitalized Lease Obligation” shall mean the amount of Debt under a lease of Property by a
Person that would be shown as a liability on a balance sheet of such Person prepared for financial reporting
purposes in accordance with GAAP.
 “Cash and Cash Equivalents” shall mean, with respect to any Person, an unrestricted or
unencumbered (A) cash and (B) any of the following: (x) marketable direct obligations issued or
unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by
the full faith and credit of the United States; (y) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any public instrumentality thereof
which, at the time of acquisition, has one of the two highest ratings obtainable from any two of S&P Global
Ratings, Moody’s Investors Service, Inc. or Fitch Investors (or, if at any time no two of the foregoing shall
be rating such obligations, then from such other nationally recognized rating services as may be acceptable
to Lender) and is not listed for possible down-grade in any publication of any of the foregoing rating
services; (z) domestic certificates of deposit or domestic time deposits or repurchase agreements issued by
any commercial bank organized under the laws of the United States of America or any state thereof or the
District of Columbia having combined capital and surplus of not less than $500,000,000.00, which
commercial bank has a rating of at least either “AA” or such comparable rating from S&P Global Ratings
or Moody’s Investors Service, Inc., respectively; (aa) money market funds having assets under management
in excess of $1,000,000,000.00; (bb) any unrestricted stock, shares, certificates, bonds, debentures, notes
or other instrument which constitutes a “security” under the Security Act of 1993, which are freely tradable
on any nationally recognized securities exchange and are not otherwise encumbered by such transferee;
(cc) lines of credit; (dd) unfunded, but unconditionally committed and unencumbered capital commitments 





	
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of the direct or indirect members or limited partners of such Person (or, to the extent encumbered by a
subscription facility (or the like), such capital commitments, less any amounts drawn and outstanding under
a subscription facility (or the like)) or such other assets or properties as Lender may (in its sole discretion)
deem acceptable as evidenced by Lender’s written confirmation, excluding any and all retirement accounts
and deferred profit-sharing accounts. To constitute “Cash and Cash Equivalents” the foregoing items
described in (A) and (B) above must be: (i) owned solely in the name of such Person or its wholly owned
direct or indirect subsidiaries, as set forth on such Person’s balance sheet (and not jointly with any other
person or entity) in a non-margin account identified as being owned by solely in the name of such Person or
its wholly owned direct or indirect subsidiaries, as set forth on such Person’s balance sheet; and (ii) free
and clear of any lien, security interest, assignment, right of setoff or other encumbrance of any kind except
Permitted Liens hereof. For any purpose of determination hereunder, the amount of “Cash and Cash
Equivalents” shall be reduced by outstanding unsecured debt (under revolving lines of credit or otherwise)
of any one or more of the person/trusts which comprise such Person.
 “Cash Flow Available for Debt Service” means, for Borrowers and the Subsidiaries, on a
consolidated basis, for any period, (a) EBITDA, minus (b) cash taxes paid or payable or Permitted Tax
Distributions made during such period, minus (c) all Capital Expenditures not financed with Debt permitted
hereunder during such period, minus (d) distributions.
 “Change in Control” means any reorganization, recapitalization, consolidation or merger (or
similar transaction or series of related transactions) of any Borrower, any sale or exchange of outstanding
shares or other Equity Interests (or similar transaction or series of related transactions) of any Borrower or
any other transaction or series of transactions, as a result of which (i) Mark Walker and Keith Smith
(together with members of their immediate families) collectively do not own a majority of the common
equity interest in and more than 50% of the voting power of, and control, the surviving entity of such
transaction or series of related transactions (or the parent of such surviving entity if such surviving entity is
wholly owned by such parent), in each case without regard to whether a Borrower is the surviving entity,
and own and control directly or indirectly a majority of the Equity Interests in and more than 50% of the
voting power of, and control, each Borrower, or (ii) any other Person or group acquires, directly or
indirectly, more than 50% of the voting power, or control, of any Borrower, it being understood that any
change in composition of the Board of Direct Digital as contemplated by the Operating Agreement of Direct
Digital as in effect as of the date hereof shall not constitute a Change in Control.
 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated
and rulings issued thereunder.
 “Collateral” means all property and assets granted as collateral security for the Obligations,
whether real or personal property, whether granted directly or indirectly, whether granted now or in the
future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust,
assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien,
equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or
consignment intended as a security device, or any other security or lien interest or Hedge Agreement
whatsoever, whether created by law, contract, or otherwise.
 “Commitment” means the obligation of Lender to make Revolving Credit Advances pursuant to
Section 2.01 in an aggregate principal amount up to but not exceeding Four Million Five Hundred Thousand
Dollars ($4,500,000), subject to termination pursuant to Section 10.02.
 “Commitment Fee” means Forty-Five Thousand and No/100 Dollars ($45,000). 





	
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 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), and any
successor statute.
 “Compliance Certificate” means a certificate, substantially in the form of Exhibit B attached
hereto, prepared by and executed by an officer of Borrowers.
 “Constituent Documents” means (i) in the case of a corporation, its articles or certificate of
incorporation and bylaws; (ii) in the case of a general partnership, its partnership agreement and certificate
of formation or other instrument filed in connection with its formation; (iii) in the case of a limited
partnership, its certificate of limited partnership and partnership agreement; (iv) in the case of a trust, its
trust agreement; (v) in the case of a joint venture, its joint venture agreement; (vi) in the case of a limited
liability company, its articles of organization and operating agreement or regulations; and (vii) in the case
of any other entity, its organizational and governance documents and agreements.
 “Debt” means as to any Person at any time (without duplication): (a) all obligations of such Person
for borrowed money, (b) all obligations of such Person evidenced by bonds, notes, debentures, or other
similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable of such Person arising in the ordinary course of business that are
not past due by more than ninety (90) days, (d) all Capitalized Lease Obligations of such Person, (e) all
Debt or other obligations of others Guaranteed by such Person, (f) all obligations secured by a Lien existing
on property owned by such Person, whether or not the obligations secured thereby have been assumed by
such Person or are non-recourse to the credit of such Person, (g) any other obligation for borrowed money
or other financial accommodations which in accordance with GAAP would be shown as a liability on the
balance sheet of such Person, (h) any repurchase obligation or liability of a Person with respect to accounts,
chattel paper or notes receivable sold by such Person, (i) any liability under a sale and leaseback transaction
that is not a Capitalized Lease Obligation, (j) any obligation under any so-called “synthetic leases”, (k) any
obligation arising with respect to any other transaction that is the functional equivalent of borrowing but
which does not constitute a liability on the balance sheets of a Person, (l) all reimbursement obligations of
such Person (whether contingent or otherwise) in respect of letters of credit, bankers’ acceptances, surety
or other bonds and similar instruments, and (m) all liabilities of such Person in respect of unfunded vested
benefits under any Plan.
 “Debt Service” means, for any Person as of any date of determination, the sum of (a) the current
portion of long-term Debt of such Person and (b) all regularly scheduled interest payments that are paid in
cash with respect of all Debt of such Person for the trailing twelve-month period ending on the date of
determination.
 “Default” means an Event of Default or the occurrence of an event or condition which with notice
or lapse of time or both would become an Event of Default.
 “Default Interest Rate” means a rate per annum equal to the Loan Rate plus five percent (5%), but
in no event in excess of the Maximum Lawful Rate.
 “Delaware LLC” means any limited liability company organized or formed under the laws of the
State of Delaware.
 “Delaware LLC Division” means the statutory division of any Delaware LLC into two or more
Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.
 “Designated Jurisdiction” means any country or territory to the extent that such country or territory
itself is the subject of any Sanction.
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 “Dollars” and “$” mean lawful money of the United States of America.
 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political
subdivision of the United States of America.
 “EBITDA” means, for Borrowers and their Subsidiaries on a consolidated basis for any period in
question, the sum of (a) Net Income for such period plus (b) to the extent deducted in determining such Net
Income, the sum, without duplication, of (i) Interest Expense during such period, (ii) all federal, state, local
and/or foreign income taxes payable by Borrowers and their Subsidiaries during such period, (iii)
depreciation expenses of Borrowers and their Subsidiaries during such period, (iv) amortization expenses
of Borrowers and their Subsidiaries during such period, (v) management fees payable under and pursuant
to the  Board Services and Consulting Agreements each dated as of September 30, 2020, by and between
DDH, on the one hand, and Keith Smith and Mark Walker, respectively, on the other hand (not to exceed
in aggregate amount $900,000 per annum or $225,000 per quarter for purposes of this definition), and (vi)
non-recurring legal, consulting expenses in an amount up to $250,000 during any 12 month period and
minus (c) any extraordinary, non-recurring and/or non-cash gains or income during such period as reported
in the monthly and annual financials of Borrowers and their Subsidiaries, all determined on a consolidated
basis.
 “Eligible Accounts” means, at any time, all accounts receivable of Borrowers and their Subsidiaries
that are Guarantors created in the ordinary course of business that are acceptable to Lender in its Permitted
Discretion and satisfy the following conditions:
(a) The account complies with all applicable laws, rules, and regulations, including, without
limitation, usury laws, the Federal Truth in Lending Act, and Regulation Z of the Board of Governors of
the Federal Reserve System;
(b) The account has not been outstanding for more than ninety (90) days past the original date
of invoice;
(c) The account does not represent a commission and the account was created in connection
with (i) the sale of goods by a Borrower or a Subsidiary in the ordinary course of business and such sale
has been consummated and such goods have been shipped and delivered and received by the account debtor,
or (ii) the performance of services by a Borrower or a Subsidiary in the ordinary course of business and
such services have been completed and accepted by the account debtor;
(d) The account arises from an enforceable contract, the performance of which has been
completed by a Borrower or a Subsidiary;
(e) The account does not arise from the sale of any good that is on a bill-and-hold, guaranteed
sale, sale-or-return, sale on approval, consignment, or any other repurchase or return basis;
(f) A Borrower or a Subsidiary has good and indefeasible title to the account and the account
is not subject to any Lien except Liens in favor of Lender and Term Loan Lender;
(g) The account does not arise out of a contract with or order from, an account debtor that, by
its terms, prohibits or makes void or unenforceable the grant of a security interest by a Borrower or a
Subsidiary to Lender in and to such account;
(h) The account is not subject to any setoff, counterclaim, defense, dispute, recoupment, or
adjustment other than normal discounts for prompt payment; 





	
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(i) The account debtor is not insolvent or the subject of any bankruptcy or insolvency
proceeding and has not made an assignment for the benefit of creditors, suspended normal business
operations, dissolved, liquidated, terminated its existence, ceased to pay its debts as they become due, or
suffered a receiver or trustee to be appointed for any of its assets or affairs;
(j) The account is not evidenced by chattel paper or an instrument;
(k) No default exists under the account by any party thereto beyond any applicable notice and
cure period;
(l) The account debtor has not returned or refused to retain, or otherwise notified a Borrower
or a Subsidiary of any dispute concerning, or claimed nonconformity of, any of the goods from the sale of
which the account arose;
(m) The account is not owed by an Affiliate, employee, officer, director or shareholder of any
Borrower or a Subsidiary;
(n) The account is payable in Dollars by the account debtor;
(o) The account is not owed by an account debtor whose accounts Lender in its Permitted
Discretion has chosen to exclude from Eligible Accounts;
(p) The account shall be ineligible if the account debtor is domiciled in any country other than
the United States of America and/or Canada;
(q) The account shall be ineligible if more than twenty-five percent (25%) of the aggregate
balances then outstanding on accounts owed by such account debtor and its Affiliates to any Borrower or a
Subsidiary are more than ninety (90) days past the dates of their original invoices;
(r) The account shall be ineligible if the account debtor is the United States of America or any
department, agency, or instrumentality thereof, and the Federal Assignment of Claims Act of 1940, as
amended, shall not have been complied with;
(s) The account shall be ineligible to the extent the aggregate of all accounts owed by the
account debtor and its Affiliates to which the account relates exceeds twenty-five percent (25%) of all
accounts owed by all of Borrower’s and its Subsidiaries’ account debtors; and
(t) The Account is otherwise acceptable in the Permitted Discretion of Lender; provided that
Lender shall have the right to create and adjust eligibility standards and related reserves from time to time
in its Permitted Discretion.
The amount of the Eligible Accounts owed by an account debtor to Borrower or a Subsidiary shall be
reduced by the amount of all “contra accounts” and other obligations owed by Borrower or a Subsidiary to
such account debtor.
 “Environmental Laws” means any and all federal, state, and local laws, regulations, judicial
decisions, orders, decrees, plans, rules, permits, licenses, and other governmental restrictions and
requirements pertaining to health, safety, or the environment, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601
et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq., the Occupational
Safety and Health Act, 29 U.S.C. §651 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Clean Water 





	
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Act, 33 U.S.C. §1251 et seq., and the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., as the same
may be amended or supplemented from time to time.
 “Environmental Liabilities” means, as to any Person, all liabilities, obligations, responsibilities,
Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs, and
expenses, (including, without limitation, all reasonable fees, disbursements and expenses of counsel, expert
and consulting fees and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest
incurred as a result of any claim or demand, by any Person, whether based in contract, tort, implied or
express warranty, strict liability, criminal or civil statute, including any Environmental Law, permit, order
or agreement with any Governmental Authority or other Person, arising from environmental, health or
safety conditions or the Release or threatened Release of a Hazardous Material into the environment,
resulting from the past, present, or future operations of such Person or its Affiliates.
 “Equity Cure” means the cash contributions made to Direct Digital in immediately available funds
by one or more holders of Equity Interests therein as additional common equity contributions to Direct
Digital and which are designated an “Equity Cure” by Direct Digital under Section 10.04 at the time
contributed.
 “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or
acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other
ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition
from such Person of such shares (or such other interests), and all of the other ownership or profit interests
in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and
whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination.
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations and published interpretations thereunder.
 “ERISA Affiliate” means any corporation or trade or business which is a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the Code) as any Borrower or is
under common control (within the meaning of Section 414(c) of the Code) with any Borrower.
 “Event of Default” has the meaning specified in Section 10.01.
 “Excluded Account” means any deposit account (including, for the avoidance of doubt, any cash,
cash equivalents or other property contained therein): (i) solely to the extent, and for so long as, such deposit
account is pledged to secure performance of obligations arising under clause (vi) of the defined term
 “Permitted Liens”, and whether such pledge is by escrow or otherwise, in all cases with a balance no greater
than such obligations under clause (vi) of the defined term “Permitted Liens”; (ii) used exclusively for
payroll, payroll taxes and other employee wage and benefit payments with a balance no greater than such
payroll, payroll taxes and other employee wage and benefit payments obligations that are to be paid within
any two-week period; (iii) constituting a “zero balance” deposit account; or (iv) consisting of a
disbursement account established with a payment processor to process vendor payments so long as the
average monthly balance in such account does not exceed $250,000 at any one time.
 “Excluded Hedge Obligation” means, with respect to any Obligated Party, any Hedge Obligations
if, and to the extent that, all or a portion of such Obligated Party’s Guarantee of (whether such Guarantee
arises pursuant to a Guaranty, by such Obligated Party’s being jointly and severally liable for such Hedge 





	
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Obligations, or otherwise (any such Guarantee, an “Applicable Guarantee”)), or the grant by such
Obligated Party of a security interest to secure, such Hedge Obligations (or any Applicable Guarantee
thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or
order of the Commodity Futures Trading Commission (or the application or official interpretation of any
thereof) by virtue of such Obligated Party’s failure for any reason not to constitute an Eligible Contract
Participant (as defined in the Commodity Exchange Act), and any and all Guarantees of such Obligated
Parties’ Hedge Obligations by other Obligated Parties at the time the Applicable Guarantee of such
Obligated Party or the grant of such security interest becomes effective with respect to such related Hedge
Obligations. If any Hedge Obligations arise under a Master Agreement governing more than one Hedge
Agreement, then such exclusion shall apply only to the portion of such Hedge Obligations that is attributable
to Hedge Agreements for which such Applicable Guarantee or security interest is or becomes illegal.
 “Excluded Taxes” means (a) backup withholding taxes, (b) franchise taxes, (c) taxes imposed on
or measured by net income (however denominated), in each case, (i) imposed on (or measured by) Lender’s
net income by the jurisdiction under the laws of which Lender is organized or in which its principal office
is located or in which its applicable lending office is located or (ii) that are taxes imposed as a result of a
present or former connection between Lender and the jurisdiction imposing such tax (other than connections
arising from Lender having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, or engaged in any other transaction
pursuant to or enforced any Loan Document or sold or assigned an interest in any Advance, and (d) taxes
attributable to Lender’s failure to provide Borrowers with any forms or other documentation required by
applicable law or reasonably requested by Borrowers in order for Borrowers to determine whether or not
payments pursuant to any Loan Document are subject to withholding or information reporting requirements.
 “Fixed Charge Coverage Ratio” means the ratio of (a) Cash Flow Available for Debt Service for
the trailing twelve-month period ending on the date of determination, to (b) Debt Service, in each case for
Borrowers and the Subsidiaries on a consolidated basis.
 “Funding Loss” means the amount (which shall be payable on demand by Lender) necessary to
promptly compensate Lender for, and hold it harmless from, any loss, cost or expense incurred by Lender
as a result of:
(a)  any payment or prepayment of any LIBOR Amount on a day other than the last
day of the relevant LIBOR Interest Period (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or
(b)  any failure by Borrowers to borrow a LIBOR Amount bearing or selected to bear
interest based upon LIBOR on the date or in the amount selected by Borrowers;
including any loss of anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such LIBOR Amount or from fees payable to terminate
the deposits from which such funds were obtained. Borrowers shall also pay any customary administrative
fees charged by Lender in connection with the foregoing. For purposes of calculating amounts payable by
Borrowers to Lender hereunder, Lender shall be deemed to have funded the LIBOR Amount based upon
the LIBOR Rate by a matching deposit or other borrowing in the London inter-bank market for a
comparable amount and for a comparable period, whether or not such LIBOR Amount was in fact so
funded.
 “GAAP” means generally accepted accounting principles, applied on a consistent basis, as set forth
in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants
and/or in statements of the Financial Accounting Standards Board and/or their respective successors and 





	
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which are applicable in the circumstances as of the date in question. Accounting principles are applied on
a “consistent basis” when the accounting principles applied in a current period are comparable in all material
respects to those accounting principles applied in a preceding period.
 “Governmental Authority” means any nation or government, any state or political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of
or pertaining to government.
 “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly
or indirectly guaranteeing any Debt or other obligation of any other Person as well as any obligation or
liability, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Debt or other obligation or liability (whether arising by
virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or
services, to operate Property, to take-or-pay, or to maintain net worth or working capital or other financial
statement conditions or otherwise) or (b) entered into for the purpose of indemnifying or assuring in any
other manner the obligee of such Debt or other obligation or liability of the payment thereof or to protect
the obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not
include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee”
used as a verb has a corresponding meaning.
 “Guarantor” means any Person who from time to time guarantees all or any part of the Obligations,
including, the Subsidiary Guarantors.
 “Guaranty” means a written guaranty of each Guarantor in favor of Lender, in form and substance
satisfactory to Lender, as the same may be amended, modified, restated, renewed, replaced, extended,
supplemented or otherwise changed from time to time.
 “Hazardous Material” means any substance, product, waste, pollutant, material, chemical,
contaminant, constituent, or other material which is or becomes listed, regulated, or addressed under any
Environmental Law, including, without limitation, asbestos, petroleum, and polychlorinated biphenyls.
 “Hedge Agreement” means (a) any and all interest rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency
swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other
similar transactions or any combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b)
any and all transactions of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules and annexes, a “Master
Agreement”) and (c) any and all Master Agreements and any and all related confirmations.
 “Hedge Bank” means any Person that, at the time it enters into an interest rate Hedge Agreement
permitted under this Agreement, is Lender or an Affiliate of Lender, in its capacity as a party to such Hedge
Agreement.
 “Hedge Obligations” means, for any Person, any and all obligations (whether absolute or
contingent and howsoever and whensoever created) of such Person to pay or perform under any agreement, 





	
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contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity
Exchange Act arising, evidenced or acquired under (a) any and all Hedging Agreements, (b) any and all
cancellations, buy backs, reversals, terminations or assignments of any Hedging Agreements, and (c) any
and all renewals, extensions and modifications of any Hedging Agreements and any and all substitutions
of any Hedging Agreements.
 “Huddled Masses Notes” means, collectively (i) that certain Promissory Note dated June 21, 2018,
by and between HMC Operations, LLC, a Texas limited liability company and Cantu Holdings, LLC, a
Delaware limited liability, in the amount of $250,000.00, with an outstanding balance of $87,500 as of the
date hereof, (ii) that certain Promissory Note dated June 21, 2018, by and between HMC Operations, LLC,
a Texas limited liability company, Charles Cantu, a New York resident, Kristie MacDonald, Amy Harris,
Laura Ottaviano, Lisa Grisanti, Joseph Riggio, in the amount of $141,203.69, (iii) that certain Promissory
Note dated June 21, 2018, by and between HMC Operations, LLC, a Texas limited liability company, and
Devon White, a New York resident, in the amount of $21,990.74, and (iv) that certain Promissory Note
dated June 21, 2018, by and between HMC Operations, LLC, a Texas limited liability company, and
MediaMath, Inc., a Delaware corporation, in the amount of $64,814.81.
 “Intercreditor Agreement” means that certain Intercreditor Agreement of even date herewith, by
and among Term Loan Lender and Lender, as amended, restated, supplemented or otherwise modified from
time to time.
 “Interest Expense” means, for any period, the interest expense of Borrowers and  their Subsidiaries
for the period in question, determined on a consolidated basis and consistent with practices as of the date
hereof or otherwise in accordance with GAAP.
 “Interest Payment Date” means (a) with respect to any principal amount bearing interest based
upon the Prime Rate, the first day of each and every calendar month during the term of the Notes and
(b) with respect to each LIBOR Amount, the last day of each LIBOR Interest Period applicable to such
LIBOR Amount.
 “Investment” means any beneficial ownership (including stock, partnership or limited liability
company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the
acquisition of any material assets of another Person, other than equipment purchases made by the Borrower
as part of the operation of its business.
 “Liabilities” means, at any particular time, all amounts which, in conformity with GAAP, would
be included as liabilities on a balance sheet of a Person.
 “LIBOR Amount” means each principal amount for which the LIBOR Rate applies for any
specified LIBOR Interest Period.
 “LIBOR Interest Period” means, for any LIBOR Amount, a period of one month; provided,
however, that:  (i) the first day of a LIBOR Interest Period must be a Business Day; (ii) no LIBOR Interest
Period shall extend beyond the Maturity Date of the Loan under which the LIBOR Amount was made; (iii)
no LIBOR Interest Period shall extend beyond the scheduled payment date of any principal payment
required by the Loan under which the LIBOR Amount was made; (iv) any LIBOR Interest Period that
would otherwise expire on a day that is not a Business Day shall be extended to the next succeeding
Business Day, unless the result of such extension would be to extend such LIBOR Interest Period into
another calendar month, in which event the LIBOR Interest Period shall end on the immediately preceding
Business Day; and (v) any LIBOR Interest Period that begins on the last Business Day of a calendar month 





	
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(or on a day for which there is no numerically corresponding day in the calendar month at the end of such
LIBOR Interest Period) shall end on the last Business Day of a calendar month.
 “LIBOR Rate” means, an interest rate equivalent to Lender’s LIBOR Rate which is that rate
determined by Lender’s Treasury Desk to be the Interbank lending rate for a period equal to the applicable
LIBOR Interest Period which appears on the Bloomberg Screen B TMM Page under the heading “LIBOR
Fix” as of 11:00 am (London Time) on the second Business Day prior to the first day of such period
(adjusted for any and all assessments, surcharges and reserve requirements). Notwithstanding anything in
this definition to the contrary, if LIBOR Rate shall be less than zero, then such rate shall be deemed to be
zero for purposes of this Agreement.
 “Lien” means any lien, mortgage, security interest, tax lien, pledge, charge, hypothecation,
assignment, preference, priority, or other encumbrance of any kind or nature whatsoever (including, without
limitation, any conditional sale or title retention agreement), whether arising by contract, operation of law,
or otherwise.
 “Liquid Assets” shall mean, with respect to any Person, (a) unencumbered Cash and Cash
Equivalents (as defined below) and (b) marketable securities, each valued in accordance with GAAP,
consistently applied (or other principles acceptable to Lender), as reasonably determined by such Person
and reasonably approved by Lender.
 “Loan Documents” means this Agreement, the Intercreditor Agreement, the Preferred Equity
Subordination Agreement, and all promissory notes, security agreements, pledge agreements, deeds of trust,
assignments, letters of credit, guaranties, Hedge Agreements and other instruments, documents, and
agreements executed and delivered pursuant to or in connection with this Agreement, as such instruments,
documents, and agreements may be amended, modified, renewed, restated, extended, supplemented,
replaced, consolidated, substituted, or otherwise changed from time to time.
 “Loan Rate” means the LIBOR Rate plus 3.50% per annum; provided, that, in no event shall the
Loan Rate be less than 0.50% of the Loan Rate effective on the date of this Agreement.
 “Master Agreement” has the meaning set forth in the definition of “Hedge Agreement.”
 “Material Adverse Event” means any act, event, condition, or circumstance which could materially
and adversely affect: (a) the operations, business, properties, liabilities (actual or contingent), or condition
(financial or otherwise) of Borrowers or Borrowers and the Subsidiaries, taken as a whole; (b) the ability
of any Obligated Party to perform its obligations under any Loan Document to which it is a party; or (c) the
legality, validity, binding effect or enforceability against any Obligated Party of any Loan Document to
which it is a party.
 “Maturity Date” means 3:00 P.M. Dallas, Texas time on September 30, 2022, or such earlier date
on which the Commitment terminates as provided in this Agreement.
 “Maximum Lawful Rate” means, at any time, the maximum rate of interest which may be charged,
contracted for, taken, received or reserved by Lender in accordance with applicable Texas law (or applicable
United States federal law to the extent that such law permits Lender to charge, contract for, receive or
reserve a greater amount of interest than under Texas law). The Maximum Lawful Rate shall be calculated
in a manner that takes into account any and all fees, payments, and other charges in respect of the Loan
Documents that constitute interest under applicable law. Each change in any interest rate provided for herein
based upon the Maximum Lawful Rate resulting from a change in the Maximum Lawful Rate shall take
effect without notice to Borrowers at the time of such change in the Maximum Lawful Rate. 





	
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 “Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to
which contributions have been made by any Borrower or any ERISA Affiliate and which is covered by
Title IV of ERISA.
 “Net Income” means the net income (or loss) of Borrowers and their Subsidiaries for the period in
question, determined on a consolidated basis and consistent with practices as of the date hereof or otherwise
in accordance with GAAP.
 “Notes” means, collectively, all promissory notes (and “Note” means any of such Notes) executed
at any time by Borrowers and payable to the order of Lender, as amended, renewed, replaced, extended,
supplemented, consolidated, restated, modified, otherwise changed and/or increased from time to time.
 “Obligated Party” means each Borrower, each Guarantor and any other Person who is or becomes
party to any agreement that guarantees or secures payment and performance of the Obligations or any part
thereof.
 “Obligations” means all obligations, indebtedness, and liabilities of Borrowers, each Guarantor
and any other Obligated Party to Lender or any Affiliate of Lender, or both, now existing or hereafter
arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several,
or joint and several, including, without limitation, the obligations, indebtedness, and liabilities under this
Agreement, all Hedge Obligations under any Secured Hedge Agreements, the other Loan Documents, any
cash management or treasury services agreements and all interest accruing thereon (whether a claim for
post-filing or post-petition interest is allowed in any bankruptcy, insolvency, reorganization or similar
proceeding) and all attorneys’ fees and other expenses incurred in the enforcement or collection thereof;
provided, however, that any other term or provision of this Agreement or any other Loan Document to the
contrary notwithstanding, the “Obligations” of any Obligated Party shall exclude, as to such Obligated
Party, Excluded Hedge Obligations of such Obligated Party.
 “Operating Agreement Direct Digital” means the Amended and Restated Limited Liability
Company Agreement of Direct Digital dated September 30, 2020.
 “Orange 142 Acquisition” means the acquisition by Direct Digital of all or substantially all of the
issued and outstanding membership interests of Orange, via sale, transfer, conveyance, assignment, and/or
contribution of such interests.
 “Priority Collateral” means the Collateral in which the Lender has a first priority security interest
under the Security Agreement, subject to the Intercreditor Agreement.
 “Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)).
 “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to all or any of
its functions under ERISA.
 “Permitted Discretion” means a determination in good faith and in the exercise of reasonable (from
the perspective of a secured asset-based lender) business judgment.
 “Permitted Indebtedness” means: (i) Debt to Lender arising under this Agreement or any other
Loan Document; (ii) Term Loan Debt in accordance with the Intercreditor Agreement; (iii) Debt existing
on the date hereof which is disclosed in Schedule 8.01; (iv) Debt of up to $200,000 outstanding at any time
secured by a Lien described in clause (viii) of the defined term “Permitted Liens,” provided such Debt does 





	
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not exceed the cost of the equipment or intellectual property financed with such Debt; (v) amounts billed to
a Borrower by its suppliers for goods delivered to or services performed for such Borrower in the ordinary
course of business; (vi) reimbursement obligations in connection with trade letters of credit entered into in
the ordinary course of business and, to the extent not subject to an Excluded Account, cash management
services (including credit cards, debit cards and other similar instruments) that are secured by cash and
issued on behalf of any Borrower or a Subsidiary thereof in an amount not to exceed $200,000 at any time
outstanding; (vii) Debt secured by a Lien described in clause (xi) of the defined term “Permitted Liens”;
(viii) Debt; extensions, refinancings and renewals of any items of Permitted Indebtedness; provided that
the principal amount is not increased or the terms modified to impose materially more burdensome terms
upon any Borrower or its Subsidiary, as the case may be; (ix) other unsecured Debt in an amount not to
exceed $200,000 in the aggregate; and (x) the Huddled Masses Notes as in effect as of the date hereof.
 “Permitted Investment” means:  (i) Investments existing as of the date hereof which are disclosed
on Schedule 8.05; (ii) (a) marketable direct obligations issued or unconditionally guaranteed by the United
States of America or any agency or any State thereof maturing within one year from the date of acquisition
thereof currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or
Moody’s Investors Services, (b) commercial paper maturing no more than one year from the date of creation
thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or
Moody’s Investors Service, (c) certificates of deposit issued by any bank with assets of at least
$250,000,000 maturing no more than one year from the date of investment therein, and (d) money market
accounts; (iii) repurchases of stock from current or former employees, directors, or consultants of the
Borrower under the terms of applicable repurchase agreements at the original issuance price of such
securities in an aggregate amount not to exceed $250,000 in any fiscal year; provided that no Event of
Default has occurred, is continuing or could exist after giving effect to the repurchases; (iv) Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of customers or
suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers
arising in the ordinary course of Borrowers’ business; (v) Investments consisting of notes receivable of, or
prepaid royalties and other credit extensions to, customers and suppliers who are not Affiliates, in the
ordinary course of business; provided that this subparagraph (vi) shall not apply to Investments of any
Borrower in any Subsidiary; (vi) Investments consisting of loans not involving the net transfer on a
substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the
purchase of capital stock or other Equity Interests of a Borrower pursuant to employee stock purchase plans
or other similar agreements approved by such Borrower’s Board of Directors (or, if not a corporation, its
equivalent authorizing body); (vii) Investments consisting of travel advances in the ordinary course of
business; (viii) Investments in newly-formed Subsidiaries; provided that any such Subsidiary that is or is
expected to become an After-Acquired Subsidiary complies with Section 7.13 hereof; and (ix) additional
Investments that do not exceed $200,000 in the aggregate in any fiscal year if, at the time of such Investment
and after giving effect thereto, the Borrower is in compliance with the Financial Covenants in Article IX
(or, for any period prior to December 31, 2020, would be in compliance if the requirement thereunder were
in effect as of the date of such Investment).
 “Permitted Liens” means any and all of the following: (i) Liens in favor of the Lender; (ii) Liens
in favor of the Term Loan Lender securing the Debt under the Term Loan Documents, subject to the
Intercreditor Agreement; (iii) Liens existing as of the date hereof which are disclosed in Schedule 8.02
hereto; (iv) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent
or being contested in good faith by appropriate proceedings; provided that Borrowers maintain adequate
reserves therefor in accordance with GAAP; (v) Liens securing claims or demands of materialmen, artisans,
mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of any
Borrower’s business and imposed without action of such parties; (vi) Liens arising from judgments, decrees
or attachments in circumstances which do not constitute an Event of Default hereunder; (vii) Liens on
deposits held in an Excluded Account; (viii) Liens on equipment or software or other intellectual property 





	
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constituting purchase money Liens and Liens in connection with capital leases securing Indebtedness
permitted in clause (iv) of “Permitted Indebtedness”; (ix) Liens incurred in connection with Subordinated
Debt; (x) leasehold interests in leases or subleases and licenses granted in the ordinary course of business
and not interfering in any material respect with the business of the licensor; (xi) Liens in favor of customs
and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid
on or before the date they become due; (xii) Liens on insurance proceeds securing the payment of financed
insurance premiums that are promptly paid on or before the date they become due (provided that such Liens
extend only to such insurance proceeds and not to any other property or assets); (xiii) statutory and common
law rights of set-off and other similar rights as to deposits of cash and securities in favor of banks, other
depository institutions and brokerage firms; (xiv) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course of business so long as they
do not materially impair the value or marketability of the related property; (xv) (A) Liens on cash securing
obligations permitted under clause (vi) of the definition of Permitted Indebtedness and (B) security deposits
in connection with real property leases, the combination of (A) and (B) in an aggregate amount not to
exceed $300,000 at any time; (xvi) sales, transfers or other dispositions of assets permitted by Section 8.08
and, in connection therewith, customary rights and restrictions contained in agreements relating to such
transactions pending the completion thereof or during the term thereof, and any option or other agreement
to sell, transfer, license, sublicense, lease, sublease or dispose of an asset permitted by Section 8.08, in each
case, such terms being agreed to and such transactions entered into in the ordinary course of business; and
(xvii) Liens incurred in connection with the extension, renewal or refinancing of the Debt secured by Liens
of the type described in clauses (i) through (xvi) above; provided that any extension, renewal or replacement
Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Debt
being extended, renewed or refinanced (as may have been reduced by any payment thereon) does not
increase.
 “Permitted Tax Distributions” means, quarterly tax distributions by Direct Digital to its constituent
members in the amount necessary to satisfy U.S. federal, state and local income tax obligations allocated
to such members based on the taxable income of and its Subsidiaries on a consolidated basis for such taxable
year, in an aggregate amount determined in accordance with the terms of the organizational documents of
Direct Digital. Direct Digital may make such distributions after the end of the taxable year, or make such
distributions on a quarterly basis during the taxable year to reflect estimated tax obligations of the members
and their direct or indirect equityholders.  For the avoidance of doubt, Permitted Tax Distributions based
on estimates shall be made on a “rolling basis” and will be trued-up at least annually
 “Person” means any individual, corporation, limited liability company, business trust, association,
company, partnership, joint venture, Governmental Authority, or other entity, and shall include such
Person’s heirs, administrators, personal representatives, executors, successors and assigns.
 “Plan” means any employee benefit or other plan established or maintained by any Borrower or
any ERISA Affiliate and which is covered by Title IV of ERISA.
 “Preferred Equity” means the Equity Interests issued to USDM Holdings, Inc., a Texas
corporation, and other “Preferred Unit Holders” pursuant to the Operating Agreement of Direct Digital.
 “Preferred Equity Subordination Agreement” means that certain Preferred Equity Subordination
Agreement of even date herewith, by and among Direct Digital, the holder(s) of the Preferred Equity and
Lender, as amended, restated, supplemented or otherwise modified from time to time.
 “Prime Rate” means, for any day, the rate of interest announced from time to time by Lender as its
 “base” or “prime” rate of interest, which Borrowers hereby acknowledge and agree may not be the lowest 





	
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interest rate charged by Lender and is set by Lender in its sole discretion, changing when and as said prime
rate changes.
 “Principal Office” means the principal office of Lender, presently located at 5001 Spring Valley
Road, Suite 825W, Dallas, Texas 75224.
 “Prohibited Transaction” means any non-exempt transaction set forth in Section 406 of ERISA or
Section 4975 of the Code.
 “Property” of a Person means any and all property, whether real, personal, tangible, intangible or
mixed, of such Person, or any other assets owned, operated or leased by such Person.
 “Related Indebtedness” has the meaning set forth in Section 11.20 of this Agreement.
 “Release” means, as to any Person, any release, spill, emission, leaking, pumping, injection,
deposit, disposal, disbursement, leaching, or migration of Hazardous Materials into the indoor or outdoor
environment or into or out of property owned by such Person, including, without limitation, the movement
of Hazardous Materials through or in the air, soil, surface water, ground water, or property.
 “Remedial Action” means all actions required to (a) clean up, remove, treat, or otherwise address
Hazardous Materials in the indoor or outdoor environment, (b) prevent the Release or threat of Release or
minimize the further Release of Hazardous Materials so that they do not migrate or endanger or threaten to
endanger public health or welfare or the indoor or outdoor environment, or (c) perform pre-remedial studies
and investigations and post-remedial monitoring and care.
 “Reportable Event” means any of the events set forth in Section 4043 of ERISA that requires the
Borrower or Subsidiary to notify the PBGC of such event, and the reporting of which is not otherwise
waived.
 Responsible Officer” means (a) for any Borrower, the chief executive officer, president, chief
financial officer, or treasurer of such Borrower or any Person designated by a Responsible Officer to act on
behalf of a Responsible Officer; provided that such designated Person may not designate any other Person
to be a Responsible Officer. Any document delivered hereunder that is signed by a Responsible Officer of
Borrowers shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of Borrowers and such Responsible Officer shall be conclusively presumed
to have acted on behalf of Borrowers and (b) for each other Person, (i) in the case of a corporation, its chief
executive officer, president, chief financial officer, treasurer, assistant treasurer or controller, and a
secretary or assistant secretary for the purposes of delivering incumbency certificates, or as a second
Responsible Officer in any case where two Responsible Officers are acting on behalf of such corporation;
(ii) in the case of a limited partnership, the Responsible Officer of the general partner, acting on behalf of
such general partner in its capacity as general partner; or (iii) in the case of a limited liability company, the
Responsible Officer of the managing member, acting on behalf of such managing member in its capacity
as managing member.
 “Revolving Credit Advance” means any Advance made by Lender to Borrowers pursuant to
Section 2.01(a) of this Agreement.
 “Revolving Credit Availability” means on any date of determination the Commitment minus the
aggregate amount of all outstanding Revolving Credit Advances.  





	
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 “Revolving Credit Note” means the promissory note of Borrowers payable to the order of Lender,
in substantially the form of Exhibit C hereto, and all amendments, extensions, renewals, replacements, and
modifications thereof.
 “RICO” means the Racketeer Influenced and Corrupt Organization Act of 1970.
 “Sanction(s)” means any sanction administered or enforced by the United States Government
(including without limitation, OFAC), the United Nations Security Council, the European Union, Her
Majesty’s Treasury (“HMT”) or other relevant sanctions authority.
 “Secured Hedge Agreement” means any Hedge Agreement permitted under this Agreement
entered into by and between any Obligated Party and any Hedge Bank.
 “Security Agreement” means the Security Agreement dated of even date herewith of Borrowers
and the other Obligated Parties party thereto in favor of Lender, in form and substance satisfactory to
Lender, as the same may be amended, restated, supplemented, modified, or changed from time to time.
 “Security Documents” means the Security Agreement, each Guaranty, and each and every other
security agreement, pledge agreement, mortgage or other collateral security agreement required by or
delivered to Lender from time to time to secure the Obligations or any portion thereof.
 “Specified Financial Covenants” has the meaning set forth in Section 10.04.
 “Specified Obligated Party” means any Obligated Party that is not an Eligible Contract Participant
(determined prior to giving effect to Section 7.14 hereof or any other “keepwell, support or other
agreement” (as defined in the Commodity Exchange Act), or any similar provision contained in any
Guaranty).
 “Subordinated Debt” means any Debt of Borrowers (other than the Obligations) that has been
subordinated to the Obligations by written agreement, in form and content satisfactory to Lender, including
without limitation, any payment obligations on the Preferred Equity.
 “Subsidiary” means (a) any corporation of which at least a majority of the outstanding shares of
stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such
corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any contingency) is at the time directly
or indirectly owned or controlled by any Borrower or one or more of the Subsidiaries or by any Borrower
and one or more of the Subsidiaries; and (b) any other entity (i) of which at least a majority of the ownership,
equity or voting interest is at the time directly or indirectly owned or controlled by one or more of Borrowers
and the Subsidiaries and (ii) which is treated as a subsidiary in accordance with GAAP.
 “Subsidiary Guarantors” means each Domestic Subsidiary of each Borrower formed or acquired
after the date hereof who from time to time guarantees all or any part of the Obligations, and “Subsidiary
Guarantor” means any one of the Subsidiary Guarantors.
 “Term Loan Debt” means the secured indebtedness of Borrowers under the Term Loan Agreement
in a principal amount not to exceed Twelve Million Eight Hundred Twenty-Five Thousand Dollars
($12,825,000). 





	
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 “Term Loan Documents” means the Term Loan Agreement and the other Loan Documents (as
defined in the Term Loan Agreement) executed in connection therewith, in each case, as amended, restated
or modified from time to time as permitted by the terms of the Intercreditor Agreement.
 “Term Loan Agreement” means that certain Loan and Security Agreement dated as of the date
hereof, by and between Term Loan Lender and Borrowers as amended, restated or modified from time to
time as permitted by the terms of the Intercreditor Agreement.
 “Term Loan Lender” means Silverpeak Credit Partners, LP and its successors and permitted
assigns.
 “Term Loan Priority Collateral” means all Collateral that is not Priority Collateral.
 “Total Debt” means all Debt of Borrowers and the Subsidiaries at such time.
 “Total Leverage Ratio” means the ratio of (a) Total Debt of Borrowers and the Subsidiaries, on a
consolidated basis, as of such date, to (b) EBITDA for Borrowers and the Subsidiaries, on a consolidated
basis, for the four (4) fiscal quarters ending on such date.
 “UCC” means the Chapters 1 through 11 of the Texas Business and Commerce Code, as amended
from time to time.
 “Unfunded Pension Liability” means the excess, if any, of (a) the funding target as defined under
Section 430(d) of the Code without regard to the special at risk rules of Section 430(i) of the Code, over (b)
the value of plan assets as defined under Section 430(g)(3)(A) of the Code determined as of the last day of
each calendar year, without regard to the averaging which may be allowed under Section 310(g)(3)(B) of
the Code and reduced for any prefunding balance or funding standard carryover balance as defined and
provided for in Section 430(f) of the Code.
1.02 Accounting Matters. Any accounting term used in this Agreement or the other Loan
Documents shall have, unless otherwise specifically provided therein, the meaning customarily given such
term in accordance with GAAP, and all financial computations thereunder shall be computed, unless
otherwise specifically provided therein, in accordance with GAAP consistently applied; provided, that all
financial covenants and calculations in the Loan Documents shall be made in accordance with GAAP as in
effect on the date of this Agreement unless Borrowers and Lender shall otherwise specifically agree in
writing. That certain items or computations are explicitly modified by the phrase “in accordance with
GAAP” shall in no way be construed to limit the foregoing.
1.03 Other Definitional Provisions. All definitions contained in this Agreement are equally
applicable to the singular and plural forms of the terms defined. The words “hereof”, “herein”, and
 “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement. Unless otherwise specified, all Article and
Section references pertain to this Agreement. Terms used herein that are defined in the UCC, unless
otherwise defined herein, shall have the meanings specified in the UCC. 





	
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ARTICLE II.
ADVANCES
2.01 Advances.
(a) Revolving Credit Advances. Subject to the terms and conditions of this
Agreement, Lender agrees to make one or more Revolving Credit Advances to Borrowers from
time to time from the date hereof to and including the Maturity Date in an aggregate principal
amount at any time outstanding up to but not exceeding the amount of the Commitment, provided
that the aggregate amount of all Revolving Credit Advances at any time outstanding shall not
exceed the lesser of (i) the amount of the Commitment or (ii) the Borrowing Base. Subject to the
foregoing limitations, and the other terms and provisions of this Agreement, Borrowers may
borrow, repay, and reborrow hereunder.
(i) The Revolving Credit Note. The obligation of Borrowers to repay the
Revolving Credit Advances and interest thereon shall be evidenced by the Revolving
Credit Note executed by Borrowers payable to the order of Lender, in the principal amount
of the Commitment as originally in effect and dated the date hereof.
(ii) Payments on Revolving Credit Advances. All accrued but unpaid
interest on the Revolving Credit Advances outstanding from time to time shall be payable
in monthly installments on each Interest Payment Date until the Maturity Date when the
then outstanding principal balance of the Revolving Credit Note and all accrued but unpaid
interest thereon shall be due and payable. Borrowers may from time to time during the term
of this Agreement borrow, partially or wholly repay its outstanding borrowings, and
reborrow, subject to all of the limitations, terms and conditions of this Agreement and of
the Loan Documents; provided, however, that the unpaid principal of the Revolving Credit
Note shall not at any time exceed the principal amount stated above.
(iii) Borrowing Procedure. Borrowers shall give Lender notice of each
Revolving Credit Advance by means of an Advance Request Form containing the
information required therein and delivered (by hand or by mechanically confirmed
facsimile) to Lender no later than 1:00 p.m. (Texas time) on the day on which the
Revolving Credit Advance is desired to be funded. Advances shall be in a minimum
amount of $10,000. Lender at its option may accept telephonic requests for such Advances,
provided that such acceptance shall not constitute a waiver of Lender’s right to require
delivery of an Advance Request Form in connection with subsequent Advances. Any
telephonic request for a Revolving Credit Advance by Borrowers shall be promptly
confirmed by submission of a properly completed Advance Request Form to Lender, but
failure to deliver an Advance Request Form shall not be a defense to payment of the
Advance. Lender shall have no liability to Borrowers for any loss or damage suffered by
Borrowers as a result of Lender’s honoring of any requests, execution of any instructions,
authorizations or agreements or reliance on any reports communicated to it telephonically,
by facsimile or electronically and purporting to have been sent to Lender by Borrowers and
Lender shall have no duty to verify the origin of any such communication or the identity
or authority of the Person sending it. Subject to the terms and conditions of this Agreement,
each Revolving Credit Advance shall be made available to Borrowers by depositing the
same, in immediately available funds, in an account of Borrowers designated by Borrowers
maintained with Lender at the Principal Office. At no time shall there be more than five (5)
LIBOR Amounts outstanding under this Agreement.  





	
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2.02 General Provisions Regarding Interest, Etc.
(a) Repayment of Advances. Borrowers shall repay the unpaid principal amount of
all Advances on the Maturity Date, unless sooner due by reason of acceleration by Lender as
provided in this Agreement.
(b) Interest Rate. The unpaid principal balance of the Notes shall bear interest from
the date hereof through the Maturity Date at a per annum rate which shall be, except as otherwise
provided in this Agreement, the lesser of (A) the Loan Rate in effect from day to day, or (B) the
Maximum Lawful Rate. The determination by Lender of the Loan Rate shall, in the absence of
manifest error, be conclusive and binding in all respects. Notwithstanding anything herein to the
contrary, in the event that (i) LIBOR is permanently or indefinitely unavailable or unascertainable,
or ceases to be published by the LIBOR administrator or its successor, (ii) the LIBOR administrator
or its successor invokes its insufficient admissions policy, (iii) LIBOR is determined to be no longer
representative by the regulatory supervisor of the administrator of LIBOR,  (iv) LIBOR can no
longer be lawfully relied upon in contracts of this nature by one or both of the parties, or (v) LIBOR
does not accurately and fairly reflect the cost of making or maintaining the type of loans or advances
under this Agreement and in any such case, such circumstances are unlikely to be temporary, then
all references to the Loan Rate herein will instead be to a replacement rate determined by Lender
in its reasonable judgment, including any adjustment to the replacement rate to reflect a different
credit spread, term or other mathematical adjustment deemed necessary by the Lender in its
reasonable judgment.   Lender will provide reasonable notice to Borrowers of such replacement
rate, which will be effective on the date of the earliest event set forth in clauses (i)-(v) of this
paragraph.  If there is any ambiguity as to the date of occurrence of any such event, Lender’s
judgment will be dispositive.
(c) Default Interest Rate. Any outstanding principal of any Advance and (to the
fullest extent permitted by law) any other amount payable by Borrowers under this Agreement or
any other Loan Document that is not paid in full when due (whether at stated maturity, by
acceleration, or otherwise) shall bear interest at the Default Interest Rate for the period from and
including the due date thereof to but excluding the date the same is paid in full. Additionally, upon
the occurrence and during the continuance of an Event of Default all outstanding and unpaid
principal amounts of all of the Obligations shall, to the extent permitted by law, bear interest at the
Default Interest Rate until such time as Lender shall waive in writing the application of the Default
Interest Rate to such Event of Default situation. Interest payable at the Default Interest Rate shall
be payable from time to time on demand.
(d) Computation of Interest. Interest on the Advances and all other amounts payable
by Borrowers hereunder is computed on a 365/360 basis; that is, by applying the ratio of the interest
rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal balance is outstanding.
(e) Application of Payments. Except as expressly provided this Agreement to the
contrary, all payments on the Notes shall be applied in the following order of priority: (a) the
payment or reimbursement of any Funding Loss, expenses, costs or obligations (other than the
outstanding principal balance hereof and interest hereon) for which Borrowers shall be obligated
or Lender shall be entitled pursuant to the provisions of this Agreement or the other Loan
Documents; (b) the payment of accrued but unpaid interest hereon; and (c) the payment of all or
any portion of the principal balance of the Advances then outstanding hereunder. If an Event of
Default exists, then Lender may, at the sole option of Lender, apply any such payments, at any time
and from time to time, to any of the items specified in clauses (a), (b) or (c) above without regard 





	
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to the order of priority otherwise specified in this Section 2.02(e) and any application to the
outstanding principal balance hereof may be made in either direct or inverse order of maturity.
Payments by check or draft shall not constitute payment in immediately available funds until the
required amount is actually received by Lender. Payments in immediately available funds received
by Lender in the place designated for payment on a Business Day prior to 3:00 p.m. Dallas, Texas
time at said place of payment shall be credited prior to the close of business on the Business Day
received, while payments received by Lender on a day other than a Business Day or after 3:00 p.m.
Dallas, Texas time on a Business Day shall not be credited until the next succeeding Business Day.
If any payment of principal or interest on the Notes shall become due and payable on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day. Acceptance
by Lender of any payment in an amount less than the full amount then due shall be deemed an
acceptance on account only, and the failure to pay the entire amount then due may become an Event
of Default. Borrowers agree that all payments of any Obligation due hereunder shall be final, and
if any such payment is recovered in any bankruptcy, insolvency or similar proceedings instituted
by or against Borrowers, all obligations due hereunder shall be automatically reinstated in respect
of the obligation as to which payment is so recovered.
2.03 Unused Facility Fee. Borrowers agree to pay to Lender an unused facility fee on the daily
unused amount of the Commitment for the period from and including the date of this Agreement to and
including the Maturity Date, at the rate of 0.50% per annum based on a 360-day year and the actual number
of days elapsed. For the purpose of calculating the unused facility fee hereunder, the Commitment shall be
deemed utilized by the amount of all outstanding Revolving Credit Advances. Accrued unused facility fees
shall be payable quarterly in arrears on the first (1st) Business Day of each April, July, October, and
January during the term of this Agreement and on the Maturity Date.
2.04 Use of Proceeds. The proceeds of the Revolving Credit Advances shall be used by
Borrowers to repay Debt, for working capital in the ordinary course of business and other general corporate
purposes.
2.05 Late Charges. If a payment required by this Agreement is more than ten (10) days late,
Borrowers will be charged 6.000% of the unpaid portion of the regularly scheduled payment or $5.00,
whichever is greater.
2.06 Funding Loss. Borrowers shall pay to Lender any amounts required to compensate Lender
for any Funding Loss.
ARTICLE III.
PAYMENTS
3.01 Method of Payment. All payments of principal, interest, and other amounts to be made by
Borrowers under this Agreement and the other Loan Documents shall be made in immediately available
funds in Dollars at the Principal Office (or at such other place as Lender, in Lender’s sole discretion, may
have established by delivery of written notice thereof to Borrowers from time to time), without offset, in
lawful money of the United States of America, which shall at the time of payment be legal tender in payment
of all debts and dues, public and private. Payments by check or draft shall not constitute payment in
immediately available funds until the required amount is actually received by Lender in full. Payments in
immediately available funds received by Lender in the place designated for payment on a Business Day
prior to 11:00 a.m. (Dallas, Texas time) at such place of payment shall be credited prior to the close of
business on the Business Day received, while payments received by Lender on a day other than a Business
Day or after 11:00 a.m. (Dallas, Texas time) on a Business Day shall not be credited until the next
succeeding Business Day. If any payment of principal or interest on the Notes shall become due and payable 





	
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on a day other than a Business Day, then such payment shall be made on the next succeeding Business Day.
Any such extension of time for payment shall be included in computing interest which has accrued and
shall be payable in connection with such payment.
3.02 Prepayments.
(a) Voluntary Prepayments. Borrowers may prepay all or any portion of the Notes
at any time without fee, premium or penalty, all or any portion of the outstanding principal balance
hereof; provided, that, (i) such prepayment shall also include any and all accrued but unpaid interest
on the amount of principal being so prepaid through and including the date of prepayment, plus any
other sums which have become due to Lender under the other Loan Documents on or before the
date of prepayment, but which have not been fully paid and (ii) such prepayment shall also include
any Funding Loss. Prepayments shall be in a minimum of $10,000. Notwithstanding the provisions
of this paragraph, Borrowers must consult with Lender prior to making any prepayments when a
Hedge Agreement has been executed between Borrowers and Lender in connection with the Notes.
Borrowers acknowledge that partial prepayments of the Notes may require the Hedge Agreement
to be amended, and full prepayment will terminate the Hedge Agreement. Full and partial
prepayments will trigger an early termination valuation under the Hedge Agreement. Thus, an early
termination fee may occur under the Hedge Agreement upon partial and full prepayment of the
Notes. Notwithstanding the provisions of this paragraph, Borrowers shall remain obligated to pay
any fee due and owing under the Hedge Agreement, including but not limited to any fee owed upon
early termination of the Hedge Agreement.
(b) Mandatory Prepayment of Revolving Credit Advances. Borrowers must pay on
DEMAND the amount by which at any time the unpaid principal balance of the Revolving Credit
Note exceeds the Borrowing Base.
ARTICLE IV.
SECURITY
4.01 Collateral. To secure full and complete payment and performance of the Obligations,
Borrowers and each Guarantor shall execute and deliver or cause to be executed and delivered all of the
Security Documents required by Lender covering the Property and Collateral described in such Security
Documents. Each Obligated Party shall execute and cause to be executed such further documents and
instruments, including without limitation, Uniform Commercial Code financing statements, as Lender, in
its sole discretion, deems necessary or desirable to create, evidence, preserve, and perfect its liens and
security interests in the Collateral.
4.02 Setoff. If an Event of Default shall have occurred and be continuing, Lender shall have the
right to set off and apply against the Obligations in such manner as Lender may determine, at any time and
without notice to Borrowers, any and all deposits (general or special, time or demand, provisional or final)
or other sums at any time credited by or owing from Lender to Borrowers whether or not the Obligations
are then due. As further security for the Obligations, Borrowers hereby grant to Lender a security interest
in all money, instruments, and other property of Borrowers now or hereafter held by Lender, including,
without limitation, property held in safekeeping. In addition to Lender’s right of setoff and as further
security for the Obligations, Borrowers hereby grant to Lender a security interest in all deposits (general or
special, time or demand, provisional or final) and other accounts of Borrowers now or hereafter on deposit
with or held by Lender and all other sums at any time credited by or owing from Lender to Borrowers. The
rights and remedies of Lender hereunder are in addition to other rights and remedies (including, without
limitation, other rights of setoff) which Lender may have. 





	
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ARTICLE V.
CONDITIONS PRECEDENT
5.01 Initial Extension of Credit. The obligation of Lender to make the initial Advance under
any Note is subject to the condition precedent that Lender shall have received on or before the day of such
Advance all of the following, each dated (unless otherwise indicated) the date hereof, in form and substance
satisfactory to Lender:
(a) Resolutions. Resolutions of the applicable governing body of each Borrower and
each other Obligated Party which authorize the execution, delivery, and performance by such
Person of this Agreement and the other Loan Documents to which such Person is or is to be a party;
(b) Incumbency Certificate. A certificate of incumbency certified by a Responsible
Officer certifying the names of the individuals or other Persons authorized to sign this Agreement
and each of the other Loan Documents to which each Borrower and each other Obligated Party is
or is to be a party (including the certificates contemplated herein) on behalf of such Person together
with specimen signatures of such individual Persons;
(c) Constituent Documents. The Constituent Documents for each Borrower and each
other Obligated Party certified as of a date acceptable to Lender by the appropriate government
officials of the state of incorporation or organization of each such party;
(d) Governmental Certificates. Certificates of the appropriate government officials
of the state of incorporation or organization of each Borrower, each other Obligated Party and each
Pledgor as to the existence and good standing of each such party, each dated within fifteen (15)
days (or such longer period acceptable to Lender) prior to the date of the initial Advance;
(e) Notes. The Notes executed by Borrowers;
(f) Intercreditor Agreement.  A fully executed copy of the Intercreditor Agreement;
(g) Term Loan Documents.  Executed copies of the Term Loan Documents in form
reasonably acceptable to Lender;
(h) Preferred Equity Subordination Agreement.  A fully executed copy of the
Preferred Equity Subordination Agreement;
(i) Security Documents. The Security Documents executed by Borrowers, the other
Obligated Parties and the Pledgors;
(j) Financing Statements. UCC financing statements reflecting each of the Obligated
Parties, as debtors, and Lender, as secured party, which are required to grant a Lien which secures
the Obligations and covering such Collateral as Lender may request;
(k) Insurance Matters. Copies of insurance certificates describing all insurance
policies required by Section 7.05 together with loss payable and lender endorsements in favor of
Lender with respect to all insurance policies covering Collateral;
(l) UCC Search. The results of a Uniform Commercial Code search showing all
financing statements and other documents or instruments on file against each Borrower, and each
other Obligated Party in the appropriate filing offices, such search to be as of a date no more than 





	
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fifteen (15) days (or such longer period acceptable to Lender) prior to the date of the initial
Advance;
(m) Attorneys’ Fees and Expenses. Evidence that the costs and expenses (including
reasonable attorneys’ fees) referred to in Section 11.01, to the extent incurred, shall have been paid
in full by Borrowers;
(n) KYC Information.
(i) Upon the reasonable request of Lender made at least five (5) days prior to
the date hereof, Borrowers shall have provided to Lender, and Lender shall be reasonably
satisfied with, the documentation and other information so requested in connection with
applicable “know your customer” and anti-money-laundering rules and regulations,
including, without limitation, the Patriot Act; and
(ii) At least five (5) days prior to the date hereof, if any Borrower qualifies as
a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall
deliver, to Lender, a Beneficial Ownership Certification in relation to such Borrower;
(o) Existing Debt of Obligated Parties. All of the existing Debt of each Obligated
Party (other than Debt permitted to exist pursuant to Section 8.01) will be repaid in full and all
security interests related thereto shall be terminated on or prior to the date hereof;
(p) Opinions of Counsel. Customary opinions of legal counsel to Borrowers, each
Obligated Party and each Pledgor as to such other matters as Lender may reasonably request;
(q) Closing Fees. Evidence that the Commitment Fee and any other fees due at closing
have been paid;
(r) Quality of Earnings. Receipt, review and approval of a quality of earnings report
on Borrowers, evidencing a minimum EBITDA of not less than $6,000,000 for the trailing twelve-
month period ending June 30, 2020, in form and substance acceptable to Lender; and
(s) Orange 142 Acquisition. Copies of all fully executed material documents
evidencing the Orange 142 Acquisition and evidence that the Orange 142 Acquisition has been
consummated in accordance with the terms thereof and the requirements of any Governmental
Authority.
(t) Huddled Masses Notes. An executed copy of the Huddled Masses Notes executed
by the parties thereto.
5.02 All Extensions of Credit. The obligation of Lender to make any Advance or issue any
Letter of Credit (including the initial Advance and the initial Letter of Credit) is subject to the following
additional conditions precedent:
(a) Request for Advance or Letter of Credit. Lender shall have received in
accordance with this Agreement, as the case may be, an Advance Request Form or Letter of Credit
Request Form pursuant to Lender’s requirements dated the date of such Advance or Letter of Credit
and executed by a Responsible Officer of Borrowers; 





	
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(b) No Default. No Event of Default shall have occurred and be continuing, or would
result from or after giving effect to such Advance or Letter of Credit as evidenced by a Compliance
Certificate;
(c) No Material Adverse Event. No Material Adverse Event has occurred, and no
circumstance exists that could be a Material Adverse Event;
(d) Representations and Warranties. All of the representations and warranties
contained in Article VI hereof and in the other Loan Documents shall be true and correct in all
material respects on and as of the date of such Advance with the same force and effect as if such
representations and warranties had been made on and as of such date, except that for purposes of
this Section 5.02(d), the representations and warranties contained in Section 6.02 shall be deemed
to refer to (i) Borrowers and the Subsidiaries and (ii) the most recent financial statements furnished
pursuant to clauses (a) and (b) of Section 7.01 and any representations and warranties made as of
an earlier date shall be true and correct in all material respects as of such earlier date; and
(e) Additional Documentation. Lender shall have received such additional
approvals, or documents as Lender or its legal counsel may reasonably request consistent with the
transaction contemplated in this Agreement.
ARTICLE VI.
REPRESENTATIONS AND WARRANTIES
To induce Lender to enter into this Agreement, and except as set forth on the Schedules, Borrowers
represents and warrants to Lender that:
6.01 Corporate Existence. Each Borrower and each Subsidiary (a) is duly incorporated or
organized, as the case may be, validly existing, and in good standing under the laws of the jurisdiction of
its incorporation or organization; (b) has all requisite power and authority to own its assets and carry on its
business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions
in which the nature of its business makes such qualification necessary and where failure to so qualify could
result in a Material Adverse Event. Each Borrower and each of the other Obligated Parties has the power
and authority to execute, deliver, and perform its obligations under this Agreement and the other Loan
Documents to which it is or may become a party.
6.02 Financial Statements, Etc. Borrowers have delivered to Lender audited financial
statements of Borrowers as at and for the fiscal year ended December 31, 2019 and unaudited financial
statements of Borrowers as of July 31, 2020. Such financial statements are true and correct, have been
prepared in accordance with GAAP, and fairly and accurately present, on a consolidated basis, the financial
condition of Borrowers as of the respective dates indicated therein and the results of operations for the
respective periods indicated therein. No Borrower nor any Subsidiary nor any other Obligated Party has
any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or
unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in
such financial statements. No Material Adverse Event has occurred since the effective date of the financial
statements referred to in this Section 6.02. All projections delivered by Borrowers to Lender have been
prepared in good faith, with care and diligence and use assumptions that are reasonable under the
circumstances at the time such projections were prepared and delivered to Lender and all such assumptions
are disclosed in the projections (it being understood for purposes that such projections are subject to
significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that
no assurance is given that any particular projections will be realized, and that actual results may differ from
the projected results). No Borrower nor any Subsidiary has any material Guarantees, contingent liabilities, 





	
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liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge
Agreement or other transaction or obligation in respect of derivatives, that are not reflected in the
most-recent financial statements referred to in this Section 6.02. Other than the Debt listed on
Schedule 8.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a)
and 7.01(b), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has no
Debt.
6.03 Action; No Breach. The execution, delivery, and performance by each Borrower and each
other Obligated Party of this Agreement and the other Loan Documents to which such Person is or may
become a party and compliance with the terms and provisions hereof and thereof have been duly authorized
by all requisite action on the part of such Person and do not and will not (a) violate or conflict with, or result
in a breach of, or require any consent under (i) the Constituent Documents of such Person, (ii) any
applicable law, rule, or regulation or any order, writ, injunction, or decree of any Governmental Authority
or arbitrator, or (iii) any agreement or instrument to which such Person is a party or by which it or any of
its Properties is bound or subject, or (b) constitute a default under any such agreement or instrument, or
result in the creation or imposition of any Lien upon any of the revenues or assets of such Person.
6.04 Operation of Business. Borrowers and each of the Subsidiaries possess all licenses,
permits, franchises, patents, copyrights, trademarks, and tradenames, or rights thereto, necessary to conduct
their respective businesses substantially as now conducted and as presently proposed to be conducted, and
Borrowers and each of the Subsidiaries are not in violation of any valid rights of others with respect to any
of the foregoing.
6.05 Litigation and Judgments. There is no action, suit, investigation, or proceeding before or
by any Governmental Authority or arbitrator pending, or to the knowledge of Borrowers, threatened against
or affecting any Borrower or any of the Subsidiaries, that would, if adversely determined, would constitute
a Material Adverse Event on the business, condition (financial or otherwise), operations, or properties of
any Borrower or any of the Subsidiaries or the ability of any Borrower to pay and perform the Obligations.
There are no outstanding judgments against any Borrower or any Subsidiary.
6.06 Rights in Properties; Liens. Borrowers and each of the Subsidiaries have good and
indefeasible title to or valid leasehold interests in their respective Properties, including the Properties
reflected in the financial statements described in Section 6.02, and none of the Properties of Borrowers or
any Subsidiary is subject to any Lien, except Permitted Liens.
6.07 Enforceability. This Agreement constitutes, and the other Loan Documents to which
Borrowers or any other Obligated Party is a party, when delivered, shall constitute legal, valid, and binding
obligations of such Person, enforceable against such Person in accordance with their respective terms,
except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement
of creditors’ rights.
6.08 Approvals. No authorization, approval, or consent of, and no filing or registration with,
any Governmental Authority or third party is or will be necessary for the execution, delivery, or
performance by Borrowers of this Agreement and the other Loan Documents to which each Borrower is or
may become a party or the validity or enforceability thereof.
6.09 Taxes. Each Borrower and each Subsidiary have filed all tax returns (federal, state, and
local) required to be filed, including all income, franchise, employment, Property, and sales tax returns, and
have paid all of their respective liabilities for taxes, assessments, governmental charges, and other levies
that are due and payable, except where the failure to file such tax returns or to pay such taxes would not
reasonably be expected to result in a Material Adverse Event. No Borrower knows of any pending 





	
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investigation of any Borrower or any of the Subsidiaries by any taxing authority or of any pending but
unassessed tax liability of Borrowers or any of the Subsidiaries.
6.10 Use of Proceeds; Margin Securities. No Borrower nor any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulations G, T, U, or X of the Board of
Governors of the Federal Reserve System), and no part of the proceeds of any Advance will be used to
purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying
margin stock.
6.11 ERISA. Each Plan that is intended to qualify under Section 401(a) of the Code has received
a favorable determination letter from the IRS or an application for such a letter is currently being processed
by the IRS with respect thereto and, to the knowledge of Borrowers, nothing has occurred which would
prevent, or cause the loss of, such qualification. No application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. There are
no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan. There has been no Prohibited Transaction or violation
of the fiduciary responsibility rules with respect to any Plan. No ERISA Event has occurred or is reasonably
expected to occur. No Plan has any Unfunded Pension Liability. No Obligated Party or ERISA Affiliate
has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Plan
(other than premiums due and not delinquent under Section 4007 of ERISA). No Obligated Party or ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with
the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201
or 4243 of ERISA with respect to a Multiemployer Plan. No Obligated Party or ERISA Affiliate has
engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.
6.12 Disclosure. No written statement, information, report, representation, or warranty made by
any Borrower or any other Obligated Party in this Agreement or in any other Loan Document or furnished
to Lender in connection with this Agreement or any of the transactions contemplated hereby contains any
untrue statement of a material fact or omits to state any material fact necessary to make the statements
herein or therein not misleading. There is no fact known to any Borrower which is a Material Adverse
Event, or which might in the future be a Material Adverse Event that has not been disclosed in writing to
Lender.
6.13 Subsidiaries, Ventures, Etc. Borrowers have no Subsidiaries, or joint ventures or
partnerships other than those listed on Schedule 6.13 and Schedule 6.13 sets forth the jurisdiction of
incorporation or organization of each such Person and the percentage of Borrowers’ ownership interest in
such Person. All of the outstanding capital stock or other ownership interest of each Person described in
Schedule 6.13 has been validly issued, is fully paid, and is non-assessable. There are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock or
similar options granted to employees or directors and directors’ qualifying shares) of any nature relating to
any Equity Interests of Borrowers or any Subsidiary, except as created by the Loan Documents. Each
Subsidiary of Borrowers is a Subsidiary Guarantor (other than Orange 142 Advertising Canada, Inc.).
6.14 Agreements. No Borrower nor any Subsidiary is a party to any indenture, loan, or credit
agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate or other
organizational restriction which could create or cause a Material Adverse Event on the business, condition
(financial or otherwise), operations, or properties of Borrowers or any Subsidiary, or the ability of
Borrowers to pay and perform its obligations under the Loan Documents to which it is a party. No Borrower
nor any Subsidiary is in default in any material respect in the performance, observance, or fulfillment of 





	
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any of the obligations, covenants, or conditions contained in any agreement or instrument material to its
business to which it is a party.
6.15 Compliance with Laws. No Borrower nor any Subsidiary is in violation in any material
respect of any law, rule, regulation, order, or decree of any Governmental Authority or arbitrator.
6.16 Regulated Entities. No Borrower nor any Subsidiary is (a) an “investment company” or a
company “controlled” by an “investment company” within the meaning of the Investment Company Act of
1940, as amended, or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act,
any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to
incur Debt, pledge its assets or perform its obligations under the Loan Documents.
6.17 Environmental Matters.
(a) Each Borrower, each Subsidiary, and all of their respective properties, assets, and
operations are in compliance in all material respects with all Environmental Laws. No Borrower is
aware of, nor has Borrower received notice of, any past, present, or future conditions, events,
activities, practices, or incidents which may interfere with or prevent the compliance or continued
compliance of Borrowers and the Subsidiaries with all Environmental Laws;
(b) Each Borrower and each Subsidiary have obtained all permits, licenses, and
authorizations that are required under applicable Environmental Laws, and all such permits are in
good standing and each Borrower and the Subsidiaries are in compliance with all of the terms and
conditions of such permits except to the extent that it would not cause a Material Adverse Event;
(c) No Hazardous Materials exist on, about, or within or have been used, generated,
stored, transported, disposed of on, or Released from any of the properties or assets of any Borrower
or any Subsidiary except in accordance with Environmental Laws. The use which Borrowers and
the Subsidiaries make and intend to make of their respective properties and assets will not result in
the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous
Material on, in, or from any of their properties or assets except in accordance with Environmental
Laws;
(d) No Borrower nor any Subsidiary nor any of their respective currently or previously
owned or, to any Borrower’s knowledge, leased properties or operations is subject to any
outstanding or threatened order from or agreement with any Governmental Authority or other
Person or subject to any judicial or docketed administrative proceeding with respect to (i) failure
to comply with Environmental Laws, (ii) Remedial Action, or (iii) any Environmental Liabilities
arising from a Release or threatened Release;
(e) There are no conditions or circumstances associated with the currently or
previously owned or, to any Borrower’s knowledge, leased properties or operations of any
Borrower or any Subsidiary that could reasonably be expected to give rise to any Environmental
Liabilities;
(f) No Borrower nor any of the Subsidiaries is a treatment, storage, or disposal facility
requiring a permit under the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.,
regulations thereunder or any comparable provision of state law. Borrowers and the Subsidiaries
are in compliance in all material respects with all applicable financial responsibility requirements
of all Environmental Laws; 





	
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(g) No Borrower nor any Subsidiary has filed or failed to file any notice required under
applicable Environmental Law reporting a Release except to the extent that it would not cause a
Material Adverse Event; and
(h) No Lien arising under any Environmental Law has attached to any property or
revenues of any Borrower or the Subsidiaries except to the extent that it would not cause a Material
Adverse Event.
6.18 Intellectual Property. All material copyrights, trademarks and patents owned or used by
Borrowers and the Subsidiaries is listed, together with application or registration numbers, where
applicable, in Schedule 6.18. Each Person identified on Schedule 6.18 owns, or is licensed to use, all
intellectual property necessary to conduct its business as currently conducted except for such Intellectual
Property the failure of which to own or license could be a Material Adverse Event. Each Person identified
on Schedule 6.18 will maintain the patenting and registration of all copyrights, trademarks and patents with
the United States Patent and Trademark Office, the United States Copyright Office, or other appropriate
Governmental Authority, and each Person identified on Schedule 6.18 will promptly patent or register, as
the case may be, all new copyrights, trademarks and patents and notify Lender in writing five (5) Business
Days prior to filing any such new patent or registration.
6.19 Foreign Assets Control Regulations and Anti-Money Laundering. Each Obligated
Party and each Subsidiary of each Obligated Party is and will remain in compliance in all material respects
with all United States economic sanctions laws, Executive Orders and implementing regulations as
promulgated by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”), and
all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act
and all regulations issued pursuant to it. No Obligated Party and no Subsidiary, and to Borrowers’
knowledge, no Affiliate, or any director, officer, employee, agent, affiliate or representative of any
Obligated Party, is an individual or entity that is, or is owned or controlled by any individual or entity that
is (a) currently the subject or target of any Sanctions, (b) a Person designated by the United States
government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with
which a United States Person cannot deal with or otherwise engage in business transactions, or included on
HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List or any similar list
enforced by any other relevant sanctions authority, (c) a Person who is otherwise the target of United States
economic sanction laws such that a United States Person cannot deal or otherwise engage in business
transactions with such Person, or (d) located, organized or resident in a Designated Jurisdiction.
6.20 Patriot Act. The Obligated Parties, each of their Subsidiaries, and, to Borrowers’
knowledge, each of their Affiliates are in compliance with (a) the Trading with the Enemy Act, and each
of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B
Chapter V, as amended), and all other enabling legislation or executive order relating thereto, (b) the Patriot
Act, and (c) all other federal or state laws relating to “know your customer” and anti-money laundering
rules and regulations. No part of the proceeds of any Revolving Loan will be used directly or indirectly for
any payments to any government official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business
or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.
6.21 Solvency. Direct Digital and its Subsidiaries, on a consolidated basis, are solvent and have
not entered into any transaction with the intent to hinder, delay or defraud a creditor.
6.22 Anti-Corruption Laws. Each Obligated Party and each Subsidiary of each Obligated
Party has conducted their businesses in compliance with the United States Foreign Corrupt Practices Act
of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and 





	
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has instituted and maintained policies and procedures designed to promote and achieve compliance with
such laws.
6.23 Beneficial Ownership Regulation. The information included in the Beneficial Ownership
Certification is true and correct in all respects.
ARTICLE VII.
AFFIRMATIVE COVENANTS
Each Borrower covenants and agrees that, as long as the Obligations or any part thereof are
outstanding, or Lender has any Commitment hereunder, such Borrower will perform and observe the
following positive covenants, unless Lender shall otherwise consent in writing:
7.01 Reporting Requirements. Borrowers will furnish to Lender:
(a) Annual Financial Statements. As soon as available, and in any event within one
hundred twenty (120) days after the fiscal year of Borrowers, a copy of the annual audit report of
Borrowers and the Subsidiaries for such fiscal year containing, on a consolidated and consolidating
basis, balance sheets and statements of income, retained earnings, and cash flow as at the end of
such fiscal year and for the twelve-month period then ended, in each case setting forth in
comparative form the figures for the preceding fiscal year, all in reasonable detail and audited and
certified by independent certified public accountants of recognized standing acceptable to Lender,
to the effect that such report has been prepared in accordance with GAAP and containing no
material qualifications or limitations on scope;
(b) Monthly Financial Statements. As soon as available, and in any event within
thirty (30) days after the end of each calendar month, a copy of an unaudited financial report of
Borrowers and the Subsidiaries as of the end of such month and for the portion of the fiscal year
then ended, containing, on a consolidated and consolidating basis, balance sheets and statements
of income, retained earnings, and cash flow, all in reasonable detail certified by a Responsible
Officer of Borrowers to have been prepared in accordance with GAAP and to fairly and accurately
present (subject to year-end audit adjustments) the financial condition and results of operations of
Borrowers and the Subsidiaries, on a consolidated and consolidating basis, at the date and for the
periods indicated therein;
(c) Borrowing Base Report.  As soon as available, and in any event within thirty (30)
days after the end of each calendar month, a Borrowing Base Report, in substantially the form of
Exhibit A attached hereto, certified by a Responsible Officer of Borrowers;
(d) Compliance Certificate. As soon as available, and in any event within thirty (30)
days after the end of each fiscal quarter of Borrowers thereafter, and together with the delivery of
the financial statements required pursuant to Section 7.01(a) above, a Compliance Certificate
executed by a Responsible Officer of Borrowers;
(e) Management Letters. Promptly upon receipt thereof, a copy of any management
letter or written report submitted to Borrowers or any Subsidiary by independent certified public
accountants with respect to the business, condition (financial or otherwise), operations, or
properties of Borrowers or any Subsidiary;
(f) Notice of Litigation. Promptly after the commencement thereof, notice of all
actions, suits, and proceedings before any Governmental Authority or arbitrator affecting any 





	
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Borrower or any Subsidiary which, if determined adversely to such Borrower or such Subsidiary,
could cause or create a Material Adverse Event on the business, condition (financial or otherwise),
operations, or properties of such Borrower or such Subsidiary;
(g) Notice of Material Adverse Event. As soon as possible and in any event within
five (5) Business Days after the occurrence thereof, written notice of any event or circumstance
that could reasonably be expected to result in a Material Adverse Event;
(h) ERISA Reports. Promptly after the filing or receipt thereof, copies of all reports,
including annual reports, and notices which any Borrower or any Subsidiary files with or receives
from the PBGC or the U.S. Department of Labor under ERISA; and as soon as possible and in any
event within ten (10) days after any Borrower or any Subsidiary knows or has reason to know that
any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the
PBGC or any Borrower or any Subsidiary has instituted or will institute proceedings under Title
IV of ERISA to terminate any Plan, a certificate of a Responsible Officer of such Borrower setting
forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the
action that such Borrower proposes to take with respect thereto;
(i) Annual Projections. As soon as available, but in any event not more than forty-
five (45) days after the end of each fiscal year of Borrowers, forecasts prepared by management of
Borrowers and approved by the members of Borrowers, in form and substance reasonably
satisfactory to Lender, of financial projections of Borrowers and the Subsidiaries on a monthly
basis for the current fiscal year;
(j) KYC. Promptly following any request therefor, Borrowers shall provide
information and documentation reasonably requested by Lender for purposes of compliance with
applicable “know your customer” requirements under the Patriot Act, the Beneficial Ownership
Regulation or other applicable anti-money laundering laws, including but not limited to a Beneficial
Ownership Certification form acceptable to Lender; and
(k) General Information. Promptly, such other information concerning Borrowers,
or any Subsidiary or Obligated Party as Lender may from time to time reasonably request.
7.02 Maintenance of Existence; Conduct of Business. Borrowers will preserve and maintain,
and will cause each Subsidiary to preserve and maintain, its existence and all of its leases, privileges,
licenses, permits, franchises, qualifications, and rights the failure of which to maintain would result in a
Material Adverse Event. Borrowers will conduct, and will cause each Subsidiary to conduct, its business in
an orderly and efficient manner in accordance with good business practices. Without limitation, Borrowers
will not make (and will not permit any of the Subsidiaries to make) any material change in its credit
collection policies if such change would materially impair the collectability of any account, nor will it
rescind, cancel or modify any account except in the ordinary course of business.
7.03 Maintenance of Properties. Borrowers will maintain, keep, and preserve, and cause each
Subsidiary to maintain, keep, and preserve, all of its Properties (tangible and intangible) necessary or useful
in the proper conduct of its business in good working order and condition.
7.04 Taxes and Claims. Borrowers will pay or discharge, and will cause each Subsidiary to pay
or discharge, at or before maturity or before becoming delinquent (a) all taxes, levies, assessments, and
governmental charges imposed on it or its income or profits or any of its property, and (b) all lawful claims
for labor, material, and supplies, which, if unpaid, might become a Lien upon any of its property; provided,
however, that no Borrower nor any Subsidiary shall be required to pay or discharge (i) any tax, levy, 





	
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assessment, or governmental charge or (ii) such Lien for labor, material or supplies, which is (y) being
contested in good faith by appropriate proceedings diligently pursued, and for which adequate reserves have
been established or (z) where such failure to pay or discharge would not reasonably be expected to result
in a Material Adverse Event.
7.05 Insurance.
(a) Borrowers shall, and shall cause each of the Subsidiaries to, maintain insurance
with financially sound and reputable insurance companies in such amounts and covering such risks
as is usually carried by corporations engaged in similar businesses and owning similar Properties
in the same general areas in which Borrowers and the Subsidiaries operate, provided that in any
event Borrowers will maintain and cause each of the Subsidiaries to maintain workmen’s
compensation insurance, property insurance, comprehensive general liability insurance, reasonably
satisfactory to Lender. Each insurance policy covering Collateral shall name Lender as loss payee
and each insurance policy covering liabilities shall name Lender as additional insured, and each
such insurance policy shall provide that such policy will not be cancelled or reduced without
thirty (30) days prior written notice to Lender.
(b) During the continuance of an Event of Default, all proceeds of insurance shall be
paid over to Lender for application to the Obligations. So long as no Event of Default is continuing,
subject to Section 7.05(c), all proceeds of insurance in excess of $50,000 shall be paid over to
Lender for application to the Obligations.
(c) Borrowers may apply the net proceeds of a casualty or condemnation (each a
 “Loss”) to the repair, restoration, or replacement of the assets suffering such Loss, so long as
(i) such repair, restoration, or replacement is completed within two hundred seventy (270) days
after the date of such Loss (or such longer period of time agreed to in writing by Lender), (ii) while
such repair, restoration, or replacement is underway, all of such net proceeds are on deposit with
Lender in a separate deposit account over which Lender has exclusive control, and (iii) such Loss
did not cause an Event of Default. If an Event of Default occurs pursuant to which Lender exercises
its rights to accelerate the Obligations as provided in Section 10.02 or such repair, restoration, or
replacement is not completed within two hundred seventy (270) days of the date of such Loss (or
such longer period of time agreed to in writing by Lender), then Lender may immediately and
without notice to any Person apply all of such net proceeds to the Obligations, regardless of any
other prior agreement regarding the disposition of such net proceeds.
7.06 Inspection Rights. Upon reasonable prior notice to Borrowers from Lender, and at any
reasonable time and from time to time, Borrowers shall, and shall cause each of the Subsidiaries to,
(a) permit representatives of Lender to examine, inspect, review, evaluate and make physical verifications
and appraisals of the inventory and other Collateral in any manner and through any medium that Lender
considers advisable, (b) to examine, copy, and make extracts from its books and records, (c) to visit and
inspect its Properties, and (d) to discuss its business, operations, and financial condition with its officers,
employees, and independent certified public accountants, in each instance, at Borrowers’ expense;
provided, that so long as no Default or Event of Default has occurred and is continuing such inspection
rights shall be limited to no more than twice per calendar year.
7.07 Keeping Books and Records. Borrowers will maintain, and will cause each Subsidiary to
maintain, proper books of record and account in which full, true, and correct entries in conformity with
GAAP shall be made of all dealings and transactions in relation to its business and activities. 





	
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7.08 Compliance with Laws. Borrowers will comply, and will cause each Subsidiary to
comply, in all material respects with all applicable laws, rules, regulations, orders, and decrees of any
Governmental Authority or arbitrator.
7.09 Compliance with Agreements. Borrowers will comply, and will cause each Subsidiary to
comply, in all material respects with all agreements, contracts, and instruments binding on it or affecting
its properties or business.
7.10 Further Assurances. Borrowers will, and will cause each Subsidiary to, execute and
deliver such further agreements and instruments and take such further action (including promptly
completing any registration or stamping of documents as may be applicable) as may be requested by Lender
to carry out the provisions and purposes of this Agreement and the other Loan Documents and to create,
preserve, and perfect the Liens of Lender in the Collateral.
7.11 ERISA. Borrowers will comply, and will cause each Subsidiary to comply, with all
minimum funding requirements, and all other material requirements, of ERISA, if applicable, so as not to
give rise to any liability thereunder.
7.12 Depository Relationship. To induce Lender to establish the interest rates provided for in
the Notes, Borrowers shall, and shall cause each of the Subsidiaries to, within ninety (90) days after the
date of this Agreement, use Lender as its principal depository bank and Borrowers shall, and shall cause
each of the Subsidiaries to, maintain Lender as its principal depository bank, including for the maintenance
of business, cash management, operating and administrative deposit accounts.
7.13 Subsidiaries. Concurrently upon the formation or acquisition of any Subsidiary after the
date hereof (an “After-Acquired Subsidiary”), Borrowers shall cause the After-Acquired Subsidiary to
deliver all of its Constituent Documents to Lender and (a) if such Subsidiary is a Domestic Subsidiary,
execute a Guaranty in favor of Lender and such Loan Documents as shall be required by Lender to create
first priority Liens in the Priority Collateral and second priority Liens in the Term Loan Priority Collateral
(in each case, subject to Liens permitted under Section 8.02) in favor of Lender in such After-Acquired
Subsidiary’s assets and such other documents as Lender deems reasonably necessary in connection with
such actions and execute any other amendment to this Agreement as deemed necessary by Lender and (b)
execute and deliver or cause to be delivered to Lender all Security Documents, stock certificates, stock
powers and other agreements and instruments as may be requested by Lender to ensure that Lender has a
perfected Lien on all Priority Collateral held by Borrowers or any other Obligated Party with respect to
such Subsidiary.
7.14 Keepwell. Borrowers hereby absolutely, unconditionally and irrevocably undertake to
provide such funds or other support to each Specified Obligated Party with respect to such Hedge
Obligations as may be needed by such Specified Obligated Party from time to time to honor all of its
obligations under its Guaranty and the other Loan Documents in respect of such Hedge Obligations and to
cause such Specified Obligated Party to be an Eligible Contract Participant (as defined in the Commodity
Exchange Act) with respect to all Hedge Obligations (but, in each case, only up to the maximum amount
of such liability that can be hereby incurred without rendering Borrowers’ obligations and undertakings
under this Section 7.14 voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations and undertakings of Borrowers under this
Section 7.14 shall remain in full force and effect until the Obligations have been indefeasibly paid and
performed in full. Borrowers intend this Section 7.14 to constitute, and this Section 7.14 shall be deemed
to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined
in the Commodity Exchange Act) for the benefit of, each Specified Obligated Party for all purposes of the
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7.15 Deposit Account Control Agreements.  No Borrower shall maintain any deposit
accounts, except with respect to which the Lender has notice, setting forth the information included for
Accounts on Schedule 3.10 to the Security Agreement. Each deposit account maintained by any Borrower
shall be subject to an account control agreement satisfactory in form and substance satisfactory to the
Lender, provided that no account control agreement shall be required during the first 30 days after the date
hereof with respect to deposit accounts identified on Schedule 3.10 to the Security Agreement with Silicon
Valley Bank, Investar Bank or JPMorgan Chase (the “Transition Deposit Accounts”). Within 30 days after
the date hereof, the applicable Borrower maintaining any Transition Deposit Account shall either (i) transfer
all funds in such Transition Deposit Account to another deposit account then subject to an account control
agreement satisfactory in form and substance to the Lender and close such Transition Deposit Account or
(ii) enter into an account control agreement satisfactory in form and substance to the Lender with respect
to such Transition Deposit Account.
7.16 Management Fee Subordination Agreement Within fifteen (15) days of the date hereof,
Direct Digital, Keith Smith and Mark Walker will enter into subordination agreements in form and
substance reasonably acceptable to the Lender with respect to the management fees payable under and
pursuant to the  Board Services and Consulting Agreements each dated as of September 30, 2020, by and
between Direct Digital, on the one hand, and Keith Smith and Mark Walker on the other hand.
ARTICLE VIII.
NEGATIVE COVENANTS
Each Borrower covenants and agrees that, as long as the Obligations or any part thereof are
outstanding, or Lender has any Commitment hereunder, Borrower will perform and observe the following
negative covenants, unless Lender shall otherwise consent in writing:
8.01 Debt. No Borrower will incur, create, assume, or permit to exist, and will not permit any
Subsidiary to incur, create, assume, or permit to exist, any Debt (other than Permitted Indebtedness), unless
(a) There is not then an Event of Default or Default that has occurred and is
continuing;
(b) Such Debt constitutes Subordinated Debt and matures after the Maturity Date; and
(c) After giving effect to such additional Debt, such Borrower’s Debt is less than 2.5
times its EBITDA over the preceding 12 month period as reported in its most recent quarterly or
annual financial statements.
8.02 Limitation on Liens. No Borrower will incur, create, assume, or permit to exist, and will
not permit any Subsidiary to incur, create, assume, or permit to exist, any Lien upon any of its property,
assets, or revenues, whether now owned or hereafter acquired, other than Permitted Liens.
8.03 Mergers, Etc. No Borrower will, nor will it permit any Subsidiary to, become a party to a
merger or consolidation, or any Acquisition, or wind-up, dissolve, or liquidate, including, in each case,
pursuant to a Delaware LLC Division, other than the Orange 142 Acquisition.
8.04 Restricted Payments. No Borrower shall, and nor shall it allow any Subsidiary to, (a)
repurchase or redeem any class of stock or other Equity Interest other than (i) pursuant to employee, director
or consultant repurchase plans or other similar agreements; provided, however, in each case (other than any
such repurchase or redemption in the ordinary course of business in connection with an employee incentive
plan) the repurchase or redemption price does not exceed the original consideration paid for such stock or
Equity Interest, (ii) the conversion of any of its convertible securities into other securities of such Borrower 





	
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pursuant to the terms of such convertible securities or (iii) the payment of cash in lieu of fractional shares
upon the conversion of any such convertible securities, not to exceed $500,000 in the aggregate; (b) declare
or pay any cash dividend or make a cash distribution on any class of stock or other Equity Interest, except
(i) that a Subsidiary may pay dividends or make distributions to any Borrower and such Borrower may
make Permitted Tax Distributions to its direct and indirect equity holders and (ii) as expressly permitted
under the terms of the Preferred Equity Subordination Agreement and Section 8.18 hereof; (c) lend money
to any employees, officers or directors or guarantee the payment of any such loans granted by a third party
in excess of $250,000 in the aggregate at any one time outstanding; (d) waive, release or forgive any
Indebtedness owed by any employees, officers or directors in excess of $250,000 in the aggregate, or (e)
make any payments on Subordinated Debt (collectively, “Restricted Payments”) unless:
(a) There shall not than be an Event of Default or Default that has occurred and is
continuing, and
(b) Both before and after giving effect to such Restricted Payment, (i) each of the
Financial Covenants in Article IX shall be satisfied and (ii) the Borrowers’ Total Debt shall be less
than 2.5 times their EBITDA over the preceding 12 month period reported in its most recent
quarterly or annual financial statements.
8.05 Loans and Investments. No Borrower will make, and will not permit any Subsidiary to
make, any advance, loan, extension of credit, or capital contribution to or investment in, or purchase, or
permit any Subsidiary to purchase, any stock, bonds, notes, debentures, or other securities of, any Person,
other than Permitted Investments.
8.06 Limitation on Issuance of Equity. Except as permitted by Sections 8.08 and 8.18, no
Borrower will, nor will it permit any Subsidiary to, at any time issue, sell, assign, or otherwise dispose of
(a) any of its Equity Interests, (b) any securities exchangeable for or convertible into or carrying any rights
to acquire any of its Equity Interests, or (c) any option, warrant, or other right to acquire any of its Equity
Interests.
8.07 Transactions with Affiliates. No Borrower will enter into, nor will it permit any
Subsidiary to enter into, any transaction, including, without limitation, the purchase, sale, or exchange of
property or the rendering of any service, with any Affiliate of such Borrower or such Subsidiary, except in
the ordinary course of and pursuant to the reasonable requirements of such Borrower’s or such Subsidiary’s
business and upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary than
would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of Borrowers or
such Subsidiary.
8.08 Disposition of Assets. No Borrower will sell, lease, assign, transfer, or otherwise dispose
of any of its assets, or permit any Subsidiary to do so with any of its assets, except (a) dispositions of
inventory in the ordinary course of business or (b) dispositions, for fair value, of worn-out and obsolete
equipment not necessary or useful to the conduct of business.
8.09 Sale and Leaseback. No Borrower will enter into, nor will it permit any Subsidiary to
enter into, any arrangement with any Person pursuant to which it leases from such Person real or personal
property that has been or is to be sold or transferred, directly or indirectly, by it to such Person.
8.10 Nature of Business. No Borrower will, nor will it permit any Subsidiary to, engage in any
business other than the businesses in which they are engaged as of the date hereof and businesses reasonably
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8.11 Environmental Protection. No Borrower will, nor will it permit any Subsidiary to, (a) use
(or permit any tenant to use) any of their respective properties or assets for the handling, processing, storage,
transportation, or disposal of any Hazardous Material, (b) generate any Hazardous Material, (c) conduct
any activity that is likely to cause a Release or threatened Release of any Hazardous Material, or
(d) otherwise conduct any activity or use any of their respective properties or assets in any manner that is
likely to violate any Environmental Law or create any Environmental Liabilities for which Borrowers or
any Subsidiary would be responsible.
8.12 Accounting. No Borrower will, nor will it permit any Subsidiary to, change its fiscal year
or make any change (a) in accounting treatment or reporting practices, except as required by GAAP and
disclosed to Lender, or (b) in tax reporting treatment, except as required by law and disclosed to Lender.
8.13 No Negative Pledge. No Borrower will, nor will it permit any Subsidiary to, enter into or
permit to exist any arrangement or agreement, other than pursuant to this Agreement, any Loan Document,
or the Term Loan Documents, which directly or indirectly prohibits any Borrower or any Subsidiary from
creating or incurring a Lien on any of its assets.
8.14 Subsidiaries. No Borrower will, directly or indirectly, form or acquire any Subsidiary
unless such Subsidiary complies with the requirements of Section 7.13.
8.15 Hedge Agreements. No Borrower will, nor shall it permit any Subsidiary to, enter into any
Hedge Agreement, except (a) Hedge Agreements entered into to hedge or mitigate risks to which Borrowers
or any Subsidiary have actual exposure (other than those in respect of Equity Interests or any Term Loan
Debt) which have terms and conditions reasonably acceptable to Lender, and (b) other Hedge Agreements
entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from
one floating rate to another floating rate or otherwise) with respect to any Debt of Borrowers or any
Subsidiary which have terms and conditions reasonably acceptable to Lender.
8.16 OFAC. No Borrower will, nor shall it permit any Subsidiary to, fail to comply with the
laws, regulations and executive orders referred to in Sections 6.19 and 6.20. No Borrower shall, directly or
indirectly, use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to
any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with
any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject
of Sanctions, or in any other manner that will result in a violation by any individual or entity of Sanctions.
8.17 Payments under Term Loan Agreement. No Borrower will, nor will it permit any
Subsidiary to, directly or indirectly, make any optional or voluntary payment, prepayment, repurchase or
redemption of any Term Loan Debt not otherwise permitted under the terms of the Intercreditor Agreement.
8.18 Payments on Preferred Equity. No Borrower will, nor will it permit any Subsidiary to,
directly or indirectly, make any optional or voluntary payment, prepayment, repurchase or redemption on
any Preferred Equity not otherwise permitted under the terms of the Preferred Equity Subordination
Agreement.
ARTICLE IX.
FINANCIAL COVENANTS
Each Borrower covenants and agrees that, as long as the Obligations or any part thereof are
outstanding, or Lender has any Commitment hereunder, such Borrower will, at all times, observe and
perform the following financial covenants, unless Lender shall otherwise consent in writing.  





	
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9.01 Fixed Charge Coverage Ratio. Borrowers will maintain a Fixed Charge Coverage Ratio
of not less than 1.25 to 1.0, beginning with the fiscal quarter of Borrowers ending September 30, 2020. This
ratio shall be calculated at the end of each fiscal quarter of Borrowers using the results of the twelve-month
period ending with such fiscal quarter end.
9.02 Total Leverage Ratio. Borrowers will maintain a Total Leverage Ratio not to exceed the
ratio set forth in the following table:
December 31, 2020  3.00:1.00
March 31, 2021  3.00:1.00
June 30, 2021  2.75:1:00
September 30, 2021  2.75:1:00
December 31, 2021  2.50:1:00
March 31, 2022  2.50:1:00
June 30, 2022  2.25:1:00
September 30, 2022
and thereafter
2.25:1:00
This ratio shall be calculated at the end of each fiscal quarter of Borrowers using the results of the twelve-
month period ending with such fiscal quarter end.
9.04 Liquid Assets. Borrowers and the Subsidiaries, on a consolidated basis, shall maintain
minimum Liquid Assets at all times, in one or more accounts held with Lender plus Revolving Credit
Availability in the amounts set forth in the following table:
September 30, 2020 – June 29, 2021  $1,000,000
June 30, 2021 – December 30, 2021  $1,100,000
December 31, 2021 – June 29, 2022  $1,250,000
June 30, 2022 and thereafter $1,350,000

ARTICLE X.
DEFAULT
10.01 Events of Default. Each of the following shall be deemed an “Event of Default”:
(a) Borrowers shall fail to pay the Obligations, or any part thereof shall not be paid
when due or declared due and, other than with respect to payments of principal, such failure shall
continue unremedied for three (3) days after such payment became due.
(b) Borrowers shall breach any provision of Section 7.01, Article VIII or Article IX
of this Agreement.
(c) Any representation or warranty made or deemed made by any Borrower, any other
Obligated Party or any Pledgor (or any of their respective officers) in any Loan Document or in
any certificate, report, notice, or financial statement furnished at any time in connection with this
Agreement shall be false, misleading, or erroneous in any material respect (without duplication of
any materiality qualifier contained therein) when made or deemed to have been made.
(d) Any Borrower or any Obligated Party shall fail to perform, observe, or comply
with any covenant, agreement, or term contained in this Agreement or any other Loan Document 





	
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(other than as covered by Section 10.01(a) and (b) above), and such failure continues for more than
thirty (30) days following the date such failure first began.
(e) Any Borrower, any Subsidiary, any Obligated Party or any Pledgor shall
commence a voluntary proceeding seeking liquidation, reorganization, or other relief with respect
to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar
official of it or a substantial part of its property or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against it or shall make a general assignment for the benefit of creditors or shall
generally fail to pay its debts as they become due or shall take any corporate action to authorize
any of the foregoing.
(f) Any Borrower, any Subsidiary, or any Obligated Party shall fail to pay when due
any principal of or interest on any Debt in excess of $250,000 (other than the Obligations), or the
maturity of any such Debt shall have been accelerated, or any such Debt shall have been required
to be prepaid prior to the stated maturity thereof, or any event shall have occurred that permits (or,
with the giving of notice or lapse of time or both, would permit) any holder or holders of such Debt
or any Person acting on behalf of such holder or holders to accelerate the maturity thereof or require
any such prepayment.
(g) This Agreement or any other Loan Document shall cease to be in full force and
effect or shall be declared null and void or the validity or enforceability thereof shall be contested
or challenged by Borrowers, any Subsidiary, any Obligated Party, any Pledgor or any of their
respective shareholders, or Borrowers, any Obligated Party or any Pledgor shall deny that it has
any further liability or obligation under any of the Loan Documents, or any lien or security interest
created by the Loan Documents shall for any reason cease to be a valid, first priority perfected
security interest in and lien upon any Priority Collateral or a valid, a second priority perfected
security interest in and lien upon the Term Loan Priority Collateral or any other Collateral purported
to be covered thereby; provided that, Borrowers shall have fifteen (15) days to have this Agreement
or any other Loan Document reinstated, or to have any such security interest perfected.
(h) Any of the following events shall occur or exist with respect to Borrowers: (i) any
Prohibited Transaction involving any Plan; (ii) any Reportable Event with respect to any Plan;
(iii) the filing under Section 4041 of ERISA of a notice of intent to terminate any Plan or the
termination of any Plan; (iv) any event or circumstance that might constitute grounds entitling the
PBGC to institute proceedings under Section 4042 of ERISA for the termination of, or for the
appointment of a trustee to administer, any Plan, or the institution by the PBGC of any such
proceedings; or (v) complete or partial withdrawal under Section 4201 or 4204 of ERISA from a
Multiemployer Plan or the reorganization, insolvency, or termination of any Multiemployer Plan;
and in each case above, such event or condition, together with all other events or conditions, if any,
have subjected or could in the reasonable opinion of Lender subject Borrowers to any tax, penalty,
or other liability to a Plan, a Multiemployer Plan, the PBGC, or otherwise (or any combination
thereof) which in the aggregate could reasonably be expected to result in a Material Adverse Event.
(i) If a Guarantor or any other Obligated Party is a corporation, partnership or other
entity, such Person shall be the subject of a bankruptcy or receivership proceeding or shall have
dissolved, liquidated or otherwise ceased doing business.
(j) Any Borrower, any of the Subsidiaries, or any Obligated Party, or any of their
material properties, revenues, or assets, shall become subject to an order of forfeiture, seizure, or 





	
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divestiture (whether under RICO or otherwise) and the same shall not have been discharged within
sixty (60) days from the date of entry thereof.
(k) A Change in Control shall occur.
(l) An involuntary proceeding shall be commenced against any Borrower, any
Subsidiary, any Obligated Party or any Pledgor seeking liquidation, reorganization, or other relief
with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other
similar official for it or a substantial part of its property, and such involuntary proceeding shall
remain undismissed and unstayed for a period of sixty (60) days.
(m) Any Borrower, any Subsidiary or any Obligated Party shall fail to discharge within
a period of thirty (30) days after the commencement thereof any attachment, sequestration, or
similar proceeding or proceedings involving an aggregate amount in excess of Two Hundred Fifty
Thousand Dollars ($250,000) against any of its assets or properties.
(n) A final judgment or judgments for the payment of money in excess of Two
Hundred Fifty Thousand Dollars ($250,000) in the aggregate shall be rendered by a court or courts
against any Borrower, any of the Subsidiaries, or any Obligated Party and the same shall not be
discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall
not be procured, within thirty (30) days from the date of entry thereof and such Borrower or the
relevant Subsidiary or Obligated Party shall not, within said period of thirty (30) days, or such
longer period during which execution of the same shall have been stayed, appeal therefrom and
cause the execution thereof to be stayed during such appeal.
(o) An Event of Default (as defined in the Term Loan Agreement) under the Term
Loan Documents shall occur and be continuing.
10.02 Remedies Upon Default. If any Event of Default shall occur and be continuing, Lender
may without notice terminate the Commitment and declare the Obligations or any part thereof to be
immediately due and payable, and the same shall thereupon become immediately due and payable, without
notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice
of intent to demand, protest, or other formalities of any kind, all of which are, to the maximum extent
permitted by law, hereby expressly waived by Borrowers; provided, however, that upon the occurrence of
an Event of Default under Section 10.01(e) or Section 10.01(l), and so long as continuing, the Commitment
shall automatically terminate, and the Obligations shall become immediately due and payable without
notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice
of intent to demand, protest, or other formalities of any kind, all of which are, to the maximum extent
permitted by law, hereby expressly waived by Borrowers. If any Event of Default shall occur and be
continuing, Lender may exercise all rights and remedies available to it in law or in equity, under the Loan
Documents, or otherwise.
10.03 Performance by Lender. If Borrowers shall fail to perform any covenant or agreement
contained in any of the Loan Documents, Lender may perform or attempt to perform such covenant or
agreement on behalf of Borrowers. In such event, Borrowers shall, at the request of Lender, promptly pay
any amount reasonably expended by Lender in connection with such performance or attempted performance
to Lender, together with interest thereon at the Default Interest Rate from and including the date of such
expenditure to but excluding the date such expenditure is paid in full. Notwithstanding the foregoing, it is
expressly agreed that Lender shall not have any liability or responsibility for the performance of any
obligation of Borrowers under this Agreement or any other Loan Document. 





	
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10.04 Equity Cure. Notwithstanding the foregoing, and subject to the last sentence of this
Section 10.04, the Borrowers may cure (and shall be deemed to have cured) (any such cure, an “Equity
Cure”) an Event of Default arising out of a breach of any of the financial covenants set forth in Sections
9.01, 9.02 or 9.03 (the “Specified Financial Covenants”) if (i) the Borrowers receive, within 10 Business
Days after the date on which the Specified Financial Covenants are first required to be tested pursuant to
the terms hereof, cash proceeds in an amount which, if treated as income for the preceding fiscal quarter,
would result in compliance with such Specified Financial Covenants, and (ii) Lender receives written notice
from the Borrowers that such payment has been made and that it is to be deemed an Equity Cure hereunder.
Upon any Equity Cure of a Specified Financial Covenant, any Event of Default that occurred and is
continuing from a breach of such Specified Financial Covenant shall be deemed cured with no further action
required by Lender. An Equity Cure may not be used to cure an Event of Default more than twice in any
calendar year (or be in an aggregate amount of such cash proceeds in any calendar year of more than
$2,000,000), or more than four times during the term of this Agreement (including any extension thereof),
or be in an amount greater than necessary to cure the Specified Financial Covenants.
ARTICLE XI.
MISCELLANEOUS
11.01 Expenses. Each Borrower hereby agrees, jointly and severally, to pay on demand: (a) all
reasonable and documented costs and out-of-pocket expenses of Lender in connection with the preparation,
negotiation, execution, and delivery of this Agreement and the other Loan Documents and any and all
amendments, modifications, renewals, extensions, and supplements thereof and thereto, including, without
limitation, the reasonable fees and expenses of outside legal counsel, advisors, consultants, and auditors for
Lender; (b) all costs and expenses of Lender in connection with any Default and the enforcement of this
Agreement or any other Loan Document, including, without limitation, the reasonable and documented fees
and out-of-pocket expenses of legal counsel, advisors, consultants, and auditors for Lender; (c) all transfer,
stamp, documentary, or other similar taxes, assessments, or charges levied by any Governmental Authority
in respect of this Agreement or any of the other Loan Documents; (d) all reasonable and documented costs,
expenses, assessments, and other charges incurred in connection with any filing, registration, recording, or
perfection of any Lien contemplated by this Agreement or any other Loan Document; and (e) all other
reasonable and documented costs and expenses incurred by Lender in connection with (i) this Agreement
or any other Loan Document, (ii) the servicing and administration of the Obligations, (iii) any litigation,
dispute, suit, proceeding or action arising from or related to the Obligations or any Loan Document, or
(iv) the enforcement of its rights and remedies, and the protection of its interests in bankruptcy, insolvency
or other legal proceedings, including, without limitation, all costs, expenses, and other charges incurred in
connection with evaluating, observing, collecting, examining, auditing, appraising, selling, liquidating, or
otherwise disposing of the Collateral or other assets of Borrowers. Each Borrower authorizes Lender, at its
sole option, to (i) cause a Revolving Credit Advance on or after the date of this Agreement, (ii) debit any
other Borrower account with Lender, or (iii) make demand upon Borrowers, for payment of all reasonable
attorneys’ fees and out-of-pocket expenses incurred by Lender in connection with the negotiation and
documentation of this Agreement and the other Loan Documents by counsel retained by Lender, which
attorney’s fees and expenses become due through the date of this Agreement and/or after the date of this
Agreement.
11.02 INDEMNIFICATION. EACH BORROWER SHALL INDEMNIFY LENDER AND
EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
ATTORNEYS, AND AGENTS (COLLECTIVELY, THE “INDEMNIFIED PARTIES” AND
INDIVIDUALLY AN “INDEMNIFIED PARTY”) FROM, AND HOLD EACH OF THEM HARMLESS
AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES,
JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES)
TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY 





	
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ARISE FROM OR RELATE TO (a) ANY OF THE LOAN DOCUMENTS INCLUDING THE
NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR
ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (b) ANY OF THE TRANSACTIONS
CONTEMPLATED BY THE LOAN DOCUMENTS, (c) ANY BREACH BY ANY BORROWER OF
ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN
ANY OF THE LOAN DOCUMENTS, (d) ANY ACTION TAKEN OR NOT TAKEN BY LENDER (OR
ANY TRUSTEE UNDER ANY SECURITY INSTRUMENT) THAT IS ALLOWED OR PERMITTED
UNDER ANY OF THE LOAN DOCUMENTS, INCLUDING THE PROTECTION OR ENFORCEMENT
OF ANY LIEN, SECURITY INTEREST, OR OTHER RIGHT, REMEDY, OR RECOURSE CREATED
OR AFFORDED BY THE LOAN DOCUMENTS OR AT LAW OR IN EQUITY, (e) ANY DISPUTE
AMONG OR BETWEEN ANY OF THE OBLIGATED PARTIES OR BETWEEN OR AMONG ANY
PARTNERS, VENTURERS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS,
MEMBERS, MANAGERS, TRUSTEES, OR OTHER RESPONSIBLE PARTIES OF BORROWERS,
(f) THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP
OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY OF
THE PROPERTIES OR ASSETS OF BORROWERS OR ANY OF THE SUBSIDIARIES OR ANY
OTHER OBLIGATED PARTY, (g) THE USE OR PROPOSED USE OF ANY LETTER OF CREDIT,
(h) ANY AND ALL TAXES (OTHER THAN EXCLUDED TAXES), LEVIES, DEDUCTIONS, OR
CHARGES IMPOSED ON LENDER OR ANY OF LENDER’S CORRESPONDENTS IN RESPECT OF
ANY LETTER OF CREDIT, OR (i) ANY INVESTIGATION, LITIGATION, OR OTHER
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION,
LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE FOREGOING INCLUDING
THOSE BROUGHT OR INITIATED BY . WITHOUT LIMITING ANY PROVISION OF THIS
AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE
PARTIES HERETO THAT THE INDEMNIFIED PARTIES BE INDEMNIFIED FROM AND HELD
HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES,
JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS’ FEES) ARISING OUT OF OR RESULTING FROM THE STRICT LIABILITY, SOLE
CONTRIBUTORY OR ORDINARY NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES;
PROVIDED, HOWEVER, THAT THE INDEMNITY SET FORTH IN THIS SECTION 11.02 WILL
NOT APPLY TO CLAIMS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF LENDER OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ADVISORS, OR
REPRESENTATIVES, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN
FINAL AND NON APPEALABLE JUDGMENT.
LENDER MAY EMPLOY AN ATTORNEY OR ATTORNEYS OF ITS OWN CHOOSING TO
PROTECT OR ENFORCE ITS RIGHTS, REMEDIES, AND RECOURSES, AND TO ADVISE AND
DEFEND THE INDEMNIFIED PARTIES WITH RESPECT TO THOSE ACTIONS AND OTHER
MATTERS. EACH BORROWER SHALL REIMBURSE LENDER FOR THE ATTORNEYS’
REASONABLE FEES AND OUT-OF-POCKET EXPENSES (INCLUDING EXPENSES AND COSTS
FOR EXPERTS AND/OR CONSULTANTS) OF THE INDEMNIFIED PARTIES IMMEDIATELY ON
RECEIPT OF WRITTEN DEMAND FROM LENDER, WHETHER ON A MONTHLY OR OTHER
TIME INTERVAL, AND WHETHER OR NOT AN ACTION IS ACTUALLY COMMENCED OR
CONCLUDED. ALL OTHER REIMBURSEMENT AND INDEMNITY OBLIGATIONS UNDER THIS
AGREEMENT SHALL BECOME DUE AND PAYABLE WHEN ACTUALLY INCURRED BY
LENDER OR ANY OF THE OTHER THE INDEMNIFIED PARTIES. ANY PAYMENTS NOT MADE
WITHIN TEN (10) DAYS AFTER WRITTEN DEMAND FROM LENDER SHALL BEAR INTEREST
AT THE DEFAULT INTEREST RATE FROM THE DATE OF THAT DEMAND UNTIL FULLY PAID.
THE PROVISIONS OF THIS SECTION 11.02 SHALL SURVIVE REPAYMENT AND
PERFORMANCE OF THE OBLIGATIONS, THE RELEASE OF ANY LIENS SECURING THE
OBLIGATIONS, ANY FORECLOSURE (OR ACTION IN LIEU OF FORECLOSURE), THE 





	
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TRANSFER BY ANY BORROWER OF ANY OF ITS RIGHTS, TITLE, AND INTERESTS IN OR TO
ANY COLLATERAL SECURING THE OBLIGATIONS, AND THE EXERCISE BY LENDER OF ANY
OR ALL REMEDIES SET FORTH IN ANY LOAN DOCUMENT. NOTWITHSTANDING THE
FOREGOING THIS SECTION 11.02 SHALL NOT APPLY WITH RESPECT TO EXCLUDED TAXES
OR TO ANY OTHER TAXES (OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS,
DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM.
11.03 Limitation of Liability. Neither Lender nor any Affiliate, officer, director, employee,
attorney, or agent of Lender shall have any liability with respect to, and, to the maximum extent permitted
by law, each Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any
special, indirect, incidental, or consequential damages suffered or incurred by such Borrower in connection
with, arising out of, or in any way related to, this Agreement or any of the other Loan Documents, or any
of the transactions contemplated by this Agreement or any of the other Loan Documents. To the maximum
extent permitted by law, each Borrower hereby waives, releases, and agrees not to sue Lender or any of
Lender’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of
any claim in connection with, arising out of, or in any way related to, this Agreement or any of the other
Loan Documents, or any of the transactions contemplated by this Agreement or any of the other Loan
Documents.
11.04 No Duty. All attorneys, accountants, appraisers, and other professional Persons and
consultants retained by Lender shall have the right to act exclusively in the interest of Lender and shall have
no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature
whatsoever to Borrowers or any of Borrowers’ shareholders or any other Person.
11.05 Lender Not Fiduciary. The relationship between Borrowers and Lender is solely that of
debtor and creditor, and Lender has no fiduciary or other special relationship with Borrowers, and no term
or condition of any of the Loan Documents shall be construed so as to deem the relationship between
Borrowers and Lender to be other than that of debtor and creditor.
11.06 Equitable Relief. Borrowers recognizes that in the event Borrowers fail to pay, perform,
observe, or discharge any or all of the Obligations, any remedy at law may prove to be inadequate relief to
Lender. Borrowers therefore agree that Lender, if Lender so requests, shall be entitled to temporary and
permanent injunctive relief in any such case without the necessity of proving actual damages.
11.07 No Waiver; Cumulative Remedies. No failure on the part of Lender to exercise and no
delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or
privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege. The rights and remedies provided for in this Agreement and the other Loan
Documents are cumulative and not exclusive of any rights and remedies provided by law.
11.08 Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of
Lender and Borrowers and their respective successors and assigns, except that Borrowers may not assign
or transfer any of its rights or obligations under this Agreement without the prior written consent of Lender.
11.09 Survival. All representations and warranties made in this Agreement or any other Loan
Document or in any document, statement, or certificate furnished in connection with this Agreement shall
survive the execution and delivery of this Agreement and the other Loan Documents, and no investigation
by Lender or any closing shall affect the representations and warranties or the right of Lender to rely upon
them. Without prejudice to the survival of any other obligation of Borrowers hereunder, the obligations of 





	
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Borrowers under Sections 11.01 and 11.02 shall survive repayment of the Notes and termination of the
Commitment.
11.10 ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT, THE NOTES, AND
THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE
NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions of this Agreement and
the other Loan Documents to which Borrowers are parties may be amended or waived only by an instrument
in writing signed by the parties hereto.
11.11 Notices. Unless otherwise expressly provided herein, all notices and other communications
provided for hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or
delivered, to the address, facsimile number or subject to the last sentence hereof electronic mail address
specified for notices below the signatures hereon or to such other address as shall be designated by such
party in a notice to the other parties. All such other notices and other communications shall be deemed to
have been given or made upon the earliest to occur of (i) actual receipt by the intended recipient or (ii) (A) if
delivered by hand or courier, when signed for by the designated recipient; (B) if delivered by mail, four (4)
Business Days after deposit in the mail, postage prepaid; (C) if delivered by facsimile when sent and receipt
has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject
to the provisions of the last sentence below) when delivered; provided, however, that notices and other
communications pursuant to Article II shall not be effective until actually received by Lender. Electronic
mail and intranet websites may be used only to distribute only routine communications, such as financial
statements and other information, and to distribute Loan Documents for execution by the parties thereto
and may not be used for any other purpose.
11.12 Governing Law; Venue; Service of Process. THIS AGREEMENT AND ANY
CONTROVERSY, DISPUTE, CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, ANY BREACH THEREOF, THE
TRANSACTIONS CONTEMPLATED THEREBY, OR ANY OTHER DISPUTE BETWEEN OR
AMONG LENDER AND ANY OF THE OBLIGATED PARTIES (WHETHER IN CONTRACT, TORT
OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS; PROVIDED THAT LENDER SHALL RETAIN ALL RIGHTS
UNDER FEDERAL LAW. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION
DETERMINES THAT TEXAS LAW SHOULD NOT APPLY TO THE PROVISIONS OF THE LOAN
DOCUMENTS PERTAINING TO THE CREATION, PERFECTION, ENFORCEMENT, OR VALIDITY
OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT TO THE APPLICABLE LOAN
DOCUMENTS, THEN SUCH PROVISIONS (BUT ONLY THOSE PROVISIONS) SHALL BE
GOVERNED BY, CONSTRUED, AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE WHERE THE APPLICABLE COLLATERAL IS LOCATED. THIS AGREEMENT HAS
BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL
PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY
LAWSUIT, ACTION, OR PROCEEDING THAT IS BROUGHT (WHETHER IN CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE
TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTS, CONDUCT, OR OMISSIONS OF
LENDER OR ANY OF ITS AGENTS, SUCCESSORS OR ASSIGNS OR OF ANY OF THE
OBLIGATED PARTIES IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY
OF THE LOAN DOCUMENTS SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF 





	
	4834-9142-1879 v.10

 43
COMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. EACH BORROWER
HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE EXCLUSIVE
JURISDICTION OF SUCH COURTS, (B) WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH LAWSUIT, ACTION, OR PROCEEDING
BROUGHT IN ANY SUCH COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY
NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH
OF THE PARTIES HERETO AGREE THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE ADDRESS FOR
NOTICES REFERENCED IN SECTION 11.11 HEREOF.
11.13 Counterparts. This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to
be an original, and all of which, when taken together, shall constitute but one and the same
agreement.  Delivery of an executed signature page of this Agreement and all other documents executed in
connection with the Loan by facsimile or other electronic mail transmission shall be effective as delivery
of a manually executed counterpart hereof.
11.14 Severability. Any provision of this Agreement held by a court of competent jurisdiction
to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect
thereof shall be confined to the provision held to be invalid or illegal.
11.15 Headings. The headings, captions, and arrangements used in this Agreement are for
convenience only and shall not affect the interpretation of this Agreement.
11.16 Participations, Etc. Lender shall have the right at any time and from time to time to grant
participations in, and sell and transfer, the Obligations and any Loan Documents; provided, that so long as
no Default or Event of Default has occurred and is continuing, the Borrowers shall have the right to consent
to any such sale or transfer of the Obligations. Each actual or proposed participant or assignee, as the case
may be, shall be entitled to receive all information received by Lender regarding Borrowers and the
Subsidiaries, including, without limitation, information required to be disclosed to a participant or assignee
pursuant to Banking Circular 181 (Rev., August 2, 1984), issued by the Comptroller of the Currency
(whether the actual or proposed participant or assignee is subject to the circular or not).
11.17 Construction. Borrowers and Lender acknowledge that each of them has had the benefit
of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the
other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall
be construed as if jointly drafted by Borrowers and Lender.
11.18 Independence of Covenants. All covenants hereunder shall be given independent effect
so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be
permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default if such action is taken or such condition exists.
11.19 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH BORROWER HEREBY IRREVOCABLY AND EXPRESSLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
THEREBY OR THE ACTIONS OF LENDER IN THE NEGOTIATION, ADMINISTRATION, OR
ENFORCEMENT THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, 





	
	4834-9142-1879 v.10

 44
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.19.
11.20 Additional Interest Provision. It is expressly stipulated and agreed to be the intent of
Borrowers and Lender at all times to comply strictly with the applicable Texas law governing the maximum
rate or amount of interest payable on the indebtedness evidenced by any Note, any Loan Document, and
the Related Indebtedness (or applicable United States federal law to the extent that it permits Lender to
contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the
applicable law is ever judicially interpreted so as to render usurious any amount (i) contracted for, charged,
taken, reserved or received pursuant to any Note, any of the other Loan Documents or any other
communication or writing by or between Borrowers and Lender related to the transaction or transactions
that are the subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or received
by reason of Lender’s exercise of the option to accelerate the maturity of any Note and/or any and all
indebtedness paid or payable by Borrowers to Lender pursuant to any Loan Document other than any Note
(such other indebtedness being referred to in this Section as the “Related Indebtedness”), or (iii) Borrowers
will have paid or Lender will have received by reason of any voluntary prepayment by Borrowers of any
Note and/or the Related Indebtedness, then it is Borrowers’ and Lender’s express intent that all amounts
charged in excess of the Maximum Lawful Rate shall be automatically canceled, ab initio, and all amounts
in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal
balance of any Note and/or the Related Indebtedness (or, if any Note and all Related Indebtedness have
been or would thereby be paid in full, refunded to Borrowers), and the provisions of any Note and the other
Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder
and thereunder reduced, without the necessity of the execution of any new document, so as to comply with
the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and
thereunder; provided, however, if any Note has been paid in full before the end of the stated term of any
such Note, then Borrowers and Lender agree that Lender shall, with reasonable promptness after Lender
discovers or is advised by Borrowers that interest was received in an amount in excess of the Maximum
Lawful Rate, either refund such excess interest to Borrowers and/or credit such excess interest against such
Note and/or any Related Indebtedness then owing by Borrowers to Lender. Borrowers hereby agree that as
a condition precedent to any claim seeking usury penalties against Lender, Borrowers will provide written
notice to Lender, advising Lender in reasonable detail of the nature and amount of the violation, and Lender
shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by
either refunding such excess interest to Borrowers or crediting such excess interest against the Note to
which the alleged violation relates and/or the Related Indebtedness then owing by Borrowers to Lender.
All sums contracted for, charged, taken, reserved or received by Lender for the use, forbearance or detention
of any debt evidenced by any Note and/or the Related Indebtedness shall, to the extent permitted by
applicable law, be amortized or spread, using the actuarial method, throughout the stated term of such Note
and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full
so that the rate or amount of interest on account of any Note and/or the Related Indebtedness does not
exceed the Maximum Lawful Rate from time to time in effect and applicable to such Note and/or the Related
Indebtedness for so long as debt is outstanding. In no event shall the provisions of Chapter 346 of the Texas
Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply
to this Note and/or any of the Related Indebtedness. Notwithstanding anything to the contrary contained
herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of
any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time
of such acceleration. 





	
	4834-9142-1879 v.10

 45
11.21 Ceiling Election. To the extent that Lender is relying on Chapter 303 of the Texas Finance
Code to determine the Maximum Lawful Rate payable on any such Note and/or any other portion of the
Obligations, Lender will utilize the weekly ceiling from time to time in effect as provided in such Chapter
303, as amended. To the extent United States federal law permits Lender to contract for, charge, take,
receive or reserve a greater amount of interest than under Texas law, Lender will rely on United States
federal law instead of such Chapter 303 for the purpose of determining the Maximum Lawful Rate.
Additionally, to the extent permitted by applicable law now or hereafter in effect, Lender may, at its option
and from time to time, utilize any other method of establishing the Maximum Lawful Rate under such
Chapter 303 or under other applicable law by giving notice, if required, to Borrowers as provided by
applicable law now or hereafter in effect.
11.22 USA Patriot Act Notice. Lender hereby notifies Borrowers that pursuant to the
requirements of the Patriot Act, it is required to obtain, verify and record information that identifies
Borrowers, which information includes the names and addresses of Borrowers and other information that
will allow Lender to identify Borrowers in accordance with the Patriot Act. Borrowers shall, promptly
following a request by Lender, provide all documentation and other information that Lender requests in
order to comply with its ongoing obligations under applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act. Lender will require the legal entity to provide
identifying information about each beneficial owner and/or individuals who have significant responsibility
to control, manage or direct the legal entity.
11.01 Intercreditor Legend. Anything herein to the contrary notwithstanding, the Liens and
security interests securing the obligations evidenced by this agreement, 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 the date hereof (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 the Silverpeak Facility Lenders and together
with its successors and assigns, the "Silverpeak Facility 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, acting on behalf of each A/R Facility Claimholder
(each as defined in the Intercreditor Agreement). In the event of any conflict between the terms of the
Intercreditor Agreement and this agreement, the terms of the Intercreditor Agreement shall govern and
control."
[Remainder of Page Intentionally Left Blank;
Signature Page Follows.]





	
	IN WITNESS WHEREOF, the pa,ties hereto have duly executed this Agreement as of the day and year
first above written.
BORROWERS:
DIRECT DIGITAL HOLDINGS, LLC
~JQ0~£_ By:
Name: Keith W. Smith
Title: President
COLOSSUS MEDIA, LLC
By: ~~g-(2
Name: Keith W. Smith
Title: President
HUDDLED MASSES LLC
By:
Name: Keith W. Smith
Title: President
ORANGE142, LLC
By: w~)~ Name: Keith W. Smith
Title: President
Signature Page to
Credit Agreement 





	
	Keith W. Smith
ksmith@directdigitalholdings.com
713.540.4545
UNIVERSAL STANDARDS FOR DIGITAL
MARKETING, LLC
By:
Title: President
Address for Notices:
c/o Direct Digital Holdings, LLC
1233 West Loop South
Suite I 170
Houston, Texas 77027
Attention:
Email:
Phone:
Signature Page to
Cred it Agreement 





	
	LENDER:
By:
oe
First Vice President
Address for Notices:
5001 Spring Valley Road; Suite 825W
Dallas, Texas 75244
Attention: Hamilton LaRoe
Email: Hamilton.LaRoe@EastWestBank.com
Signature Page to
Credit Agreement 





	
	4834-9142-1879 v.10

  Schedule
SCHEDULES
6.13  Subsidiaries, Ventures, Etc.
6.18 Intellectual Property
7.05 Insurance
8.01 Existing Debt
8.02 Existing Liens
8.05 Existing Investments





	
	4834-9142-1879 v.10

  Schedule
SCHEDULE 6.13 – Subsidiaries, Ventures, Etc.
1. Direct Digital Holdings, LLC, a Texas limited liability company, owns 100% of the outstanding
equity interests of each of:
a. Huddled Masses LLC, a Delaware limited liability company
b. Orange142, LLC, a Delaware limited liability company, which in turn owns 100% of the
equity interests of:
i. Universal Standards for Digital Marketing, LLC, a Delaware limited liability
company
ii. Orange 142 Advertising Canada, Inc., a Canadian corporation
c. Colossus Media, LLC, a Delaware limited liability company

 





	
	4834-9142-1879 v.10

  Schedule
SCHEDULE 6.18 – Intellectual Property
Patents
None.
Trademarks
All of the Trademarks set forth in the table below are registered with United States Office of Patents and
Trademarks as of the date indicated.
Brand Serial No. Filing
date
Reg. No.  Reg. Date  Owner
DIGITAL GAP
ANALYSIS
87169262 9/13/2016 5293106 9/19/2017 UNIVERSAL STANDARDS
FOR DIGITAL
MARKETING, LLC
XELLERANT 87169255 9/13/2016 5926904  12/3/2019  UNIVERSAL STANDARDS
FOR DIGITAL
MARKETING, LLC
USDM DIGITAL  87605508  9/12/2017  5587735 10/16/2018 UNIVERSAL STANDARDS
FOR DIGITAL
MARKETING, LLC
DIGITAL
STRATEGY
PLAYBOOK
87169266 9/13/2016 5439964 4/3/2018 UNIVERSAL STANDARDS
FOR DIGITAL
MARKETING, LLC
ORANGE 142  85866870  3/5/2013  4739565 5/19/2015  UNIVERSAL STANDARDS
FOR DIGITAL
MARKETING, LLC
EMOTIONALITY 76626204 12/23/200
4
3113506 7/11/2006  UNIVERSAL STANDARDS
FOR DIGITAL
MARKETING, LLC 





	
	4834-9142-1879 v.10

 A-2
USDM.NET 75940977 3/10/2000 2629853 10/8/2002  UNIVERSAL STANDARDS
FOR DIGITAL
MARKETING, LLC


Copyrights
None.

 





	
	4834-9142-1879 v.10

  Schedule
SCHEDULE 8.01 – Existing Debt
None.
 





	
	4834-9142-1879 v.10

  Schedule
SCHEDULE 8.02 – Existing Liens
None.
 





	
	4834-9142-1879 v.10

  Schedule
SCHEDULE 8.05 – Existing Investments
None.
 





	
	4834-9142-1879 v.10

  Exhibit A
EXHIBIT A
BORROWING BASE REPORT
FOR MONTH ENDED ____________________ (THE “SUBJECT QUARTER”)
BANK:  EAST WEST BANK
BORROWERS:  Direct Digital Holdings, LLC, a Texas limited liability company (“Direct
Digital”), Colossus Media, LLC, a Delaware limited liability company
(“Colossus”), Huddled Masses, LLC, a Delaware limited liability company
(“HM”), Orange142, LLC, a Delaware limited liability company (“Orange”) and
Universal Standards for Digital Marketing, LLC, a Delaware limited liability
company (“USDM” and together with Direct Digital, Colossus, HM, and Orange,
 “Borrowers” and each individually a “Borrower”)
This Certificate is delivered under the Credit Agreement (the “Agreement”) dated as of September
30, 2020, by and among Borrowers and Bank as such may have been amended, supplemented or replaced.
Capitalized terms used in this Certificate shall, unless otherwise indicated, have the meanings set forth in
the Agreement. On behalf of Borrowers, the undersigned certifies to Bank on the date hereof that (a) no
Default or Event of Default has occurred and is continuing, (b) a review of the activities of Borrowers
during the Subject Month has been made under my supervision with a view to determining the amount of
the current Borrowing Base, (c) the Accounts included in the Borrowing Base below meet all conditions to
qualify for inclusion therein as set forth in the Agreement, and all representations and warranties set forth
in the Agreement with respect thereto are true and correct in all material respects, and (d) the information
set forth below hereto is true and correct as of the last day of the Subject Month.
Accounts
1.  Beginning Balance of Accounts  Date:    $
2. Plus Sales/Debits    (+) $
3. Minus Collections  (-) $
4.  Minus Credit Memos/Other Credits  (-)  $
5.  Ending Balance of Accounts  Date:    $
6.  Ineligible Accounts (Per the A/R Ineligible Listing)  (-)  $
7.  Eligible Accounts (Line 5 minus Line 6)    $
8. Net Accounts Borrowing Base
(Line 7 multiplied by Advance Rate)  50% Advance Rate  $

9. TOTAL NET BORROWING BASE
  (Line 8)      $
10.  Ending Revolving Principal Balance  Date:    (-)  $
11. TOTAL NET BORROWING AVAILABILITY   $
(Line 9 minus Line 10)  (not to exceed Committed Sum)

 





	
	4834-9142-1879 v.10

 A-3
Accounts Ineligible Listing
1.  Accounts over 90 days from invoice date  $
2.  25% taint rule (Accounts 90 days or more past due)  $
3.  Debtor concentration limit - 25% of total A/R  $
4.  Contra Accounts (AJR and A/P from same customer)  $
5.  Accruals to Accounts (volume discounts, co-op advertising, etc.)  $
6. Foreign Accounts  $
7.  Federal Government Accounts  $
8. Affiliate Accounts  $
9. Retention/Dated Sales/Guaranteed Sales/Consignment Sales  $
10.  Accounts resulting from bonded jobs  $
11. Service charges  $
12. Cash sales  $
13. Prebilled invoices  $
14. Maintenance contracts  $
15.  Bill and Hold invoices  $
16. Customer deposits  $
17. Other Ineligibles  $
TOTAL ACCOUNTS INELIGIBLES: $
(Line 6 of BBC) 





	
	4834-9142-1879 v.10

  Exhibit A
BORROWERS:
DIRECT DIGITAL HOLDINGS, LLC

By:
Name:
Title:

COLOSSUS MEDIA, LLC

By:
Name:
Title:

HUDDLED MASSES LLC

By:
Name:
Title:
ORANGE142, LLC

By:
Name:
Title:
UNIVERSAL STANDARDS FOR DIGITAL
MARKETING, LLC

By:
Name:
Title: 





	
	4834-9142-1879 v.10

  Exhibit A
EXHIBIT B
COMPLIANCE CERTIFICATE
FOR QUARTER ENDED ____________________ (THE “SUBJECT QUARTER”)
BANK:  EAST WEST BANK
BORROWERS:  Direct Digital Holdings, LLC, a Texas limited liability company (“Direct
Digital”), Colossus Media, LLC, a Delaware limited liability company
(“Colossus”), Huddled Masses LLC, a Delaware limited liability company
(“HM”), Orange142, LLC, a Delaware limited liability company (“Orange”) and
Universal Standards for Digital Marketing, LLC, a Delaware limited liability
company (“USDM” and together with Direct Digital, Colossus, HM, and Orange,
 “Borrowers” and each individually a “Borrower”)
This Certificate is delivered under the Credit Agreement (the “Agreement”) dated as of September
30, 2020, by and among Borrowers and Bank as such may have been amended, supplemented or replaced.
Capitalized terms used in this Certificate shall, unless otherwise indicated, have the meanings set forth in
the Agreement. On behalf of Borrowers, the undersigned certifies to Bank on the date hereof that (a) no
Default or Event of Default has occurred and is continuing, (b) all representations and warranties of
Borrowers contained in the Agreement and in the other Loan Documents are true and correct in all material
respects, and (c) the information set forth below hereto is true and correct as of the last day of the Subject
Quarter:
DESCRIPTION OF COVENANT
(1)  Fixed Charge Coverage Ratio of not less than
1.25 to 1.0 (Section 9.01 of Agreement)     to 1.0
(2)  Total Leverage Ratio of not greater than (Section 9.02 of
Agreement):  to 1.0

December 31, 2020  3.00:1.00
March 31, 2021  3.00:1.00
June 30, 2021  2.75:1:00
September 30, 2021  2.75:1:00
December 31, 2021  2.50:1:00
March 31, 2022  2.50:1:00
June 30, 2022  2.25:1:00
September 30, 2022
and thereafter
2.25:1:00

(3) Liquid Assets plus Revolving Credit Availability in the minimum amount of:
September 30, 2020 – June 29, 2021  $1,000,000
June 30, 2021 – December 30, 2021  $1,100,000
December 31, 2021 – June 29, 2022  $1,250,000
June 30, 2022 and thereafter $1,350,000

(Section 9.03 of Agreement)    $   





	
	4834-9142-1879 v.10

  Exhibit A

BORROWERS:
DIRECT DIGITAL HOLDINGS, LLC

By:
Name:
Title:

COLOSSUS MEDIA, LLC

By:
Name:
Title:

HUDDLED MASSES LLC

By:
Name:
Title:
ORANGE142, LLC

By:
Name:
Title:
UNIVERSAL STANDARDS FOR DIGITAL
MARKETING, LLC

By:
Name:
Title:
 





	
	4834-9142-1879 v.10


Exhibit B
EXHIBIT C
Anything herein to the contrary notwithstanding, the Liens and security interests securing the obligations
evidenced by this revolving credit 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 the Silverpeak Facility Lenders and together with its successors and assigns, the "Silverpeak
Facility 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 revolving credit note,
the terms of the Intercreditor Agreement shall govern and control.
REVOLVING CREDIT NOTE
$4,500,000  September 30, 2020
FOR VALUE RECEIVED, Direct Digital Holdings, LLC, a Texas limited liability company
(“Direct Digital”), Colossus Media, LLC, a Delaware limited liability company (“Colossus”), Huddled
Masses LLC, a Delaware limited liability company (“HM”), Orange142, LLC, a Delaware limited liability
company (“Orange”) and Universal Standards for Digital Marketing, LLC, a Delaware limited liability
company (“USDM” and together with Direct Digital, Colossus, HM, and Orange, collectively,
 “Borrower”), hereby unconditionally, jointly and severally, promise to pay to the order of EAST WEST
BANK, a California state bank (“Lender”), in accordance with the provisions of the Credit Agreement (as
hereinafter defined), the principal sum of Four Million Five Hundred Thousand Dollars ($4,500,000), or
such other amount as may from time to time be advanced by Lender as Revolving Credit Advance to or for
the benefit or account of Borrower pursuant to the terms of that certain Credit Agreement, dated as of the
date hereof (as amended, restated, extended, supplemented or otherwise modified in writing from time to
time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), between
Borrower and Lender.
Borrower promises to pay interest on the unpaid principal amount of this Note from the date hereof
until the Revolving Credit Advances made by Lender are paid in full, at such interest rates and at such times
as provided in the Credit Agreement. All payments of principal and interest shall be made to Lender in
Dollars in immediately available funds at Lender’s Principal Office. If any amount is not paid in full when
due hereunder, then such unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment) computed at the per annum
rate set forth in the Credit Agreement.
This Note is the Revolving Credit Note referred to in the Credit Agreement, is entitled to the
benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.
This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or
more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit
Agreement. Lender may also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Revolving Credit Advances and payments with respect thereto. 





	
	4834-9142-1879 v.10


Exhibit B
Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE, AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING OUT OF OR IN
CONNECTION WITH THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
[Remainder of Page Intentionally Left Blank;
Signature Page Follows.]
 





	
	4834-9142-1879 v.10


IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed
this Note as of the day and year first written above.
BORROWER:
DIRECT DIGITAL HOLDINGS, LLC

By:
Name:
Title:

COLOSSUS MEDIA, LLC

By:
Name:
Title:

HUDDLED MASSES LLC

By:
Name:
Title:
ORANGE142, LLC

By:
Name:
Title:
UNIVERSAL STANDARDS FOR DIGITAL
MARKETING, LLC

By:
Name:
Title: