Exhibit 10.5


 


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.


 


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.]


 






     


     


    

 


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:	/s/ Keith W. Smith
	 	 	Name: Keith W. Smith
	 	 	Title: President



 


	 	COLOSSUS MEDIA, LLC
	 	 	 
	 	By:	/s/ Keith W. Smith
	 	 	Name: Keith W. Smith
	 	 	Title: President



 


	 	HUDDLED MASSES LLC
	 	 	 
	 	By:	/s/ Keith W. Smith
	 	 	Name: Keith W. Smith
	 	 	Title: President



 


	 	ORANGE142, LLC
	 	 	 
	 	By:	/s/ Keith W. Smith
	 	 	Name: Keith W. Smith
	 	 	Title: President



 


	 	UNIVERSAL STANDARDS FOR DIGITAL MARKETING, LLC
	 	 	 
	 	By:	/s/ Keith W. Smith
	 	 	Name: Keith W. Smith 
	 	 	Title: President


 


Signature Page to

Revolving Credit Note