Exhibit 10.12

	
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EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (this  “Agreement”) is entered
into as  of  March 3rd,  2021 (the  “Effective  Date”)  by  and  between Direct  Digital  Holdings,  LLC  (the
 “Company”), and Anu Pillai (“Executive”).
WHEREAS, Executive has a current employment agreement that is in effect and controls
the employment relationship through the remainder of calendar year 2020;
WHEREAS,  the  Company  desires to  employ  Executive  as  its  Chief Technical Officer
(“CTO”), and Executive desires to continue to be employed by the Company, in each case, upon the terms
and conditions set forth herein;
WHEREAS, Executive acknowledges that, in the course of Executive’s employment with
the  Company,  Executive  will  be provided  with  access  to  and  will  use  the  Company’s  Confidential
Information (as defined below) in the performance of job duties;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other
good  and  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby  acknowledged,  and
intending to be legally bound hereby, the Company and Executive hereby agree as follows:
1. Employment.
1.1 Position  and  Duties.  Subject  to  the  terms  and  provisions  set  forth  in  this
Agreement,  during  the  Term  of  Employment  (as  defined  below)  Executive  shall  be  employed  as  the
Company’s Chief Digital Officer. Executive shall have the duties, responsibilities and authorities normally
associated with such position and such other positions and other duties and responsibilities consistent with
the position of CDO as are assigned by the CEO of Direct Digital Holdings, LLC and the Board of Managers
of Direct Digital Holdings, LLC (the “Board”) from time to time.
1.2 Time  and  Efforts.  During  the  Term  of  Employment,  Executive  shall  devote
Executive’s reasonable best efforts and Executive’s full business time and attention to the business and
affairs of the Company.  Executive shall not engage, directly or indirectly, in any other business, investment
or commercial activity that (a) interferes with the performance of Executive’s duties under this Agreement,
(b) is contrary to the interests of the Company, or (c) requires any portion of Executive’s business time.
1.3 Term.  The  term  of  employment  under  this  Agreement  shall  commence  on  the
Effective Date and shall continue for a period of one year (“Initial Term”). At the end of the Initial Term
and every year thereafter, this Agreement shall be automatically extended for one year (“Renewal Term”)
unless, not later than sixty (“60”) days prior to the expiration of such term, either party shall have given
notice that it does not wish to extend the Agreement or the Agreement is otherwise terminated pursuant to
Section 3.
2. Compensation and Other Benefits.
2.1 Base Salary. Beginning in calendar year 2021, during the Term of employment,
Executive shall receive a base salary per annum, payable in accordance with the Company’s normal payroll
practices  as in  effect  from  time  to  time,  of  One  Hundred  and  Sixty  Thousand Dollars  and  Zero  Cents
($160,000.00) (“Base Salary”), less all applicable withholdings and deductions. 





	
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2.2 Performance  Bonus. In addition  to  Executive’s  base  salary,  Executive  will  be
eligible to participate in an executive compensation bonus program based on achieving the agreed EBITDA
goals laid out in the annual budget. Executive’s annual bonus will have the following components to it:
(a.) If Company achieves 2021 EBITDA base budget target of $8.3 million (“Budget EBITDA”), Executive
will receive a bonus equal to 20% of base salary.
(b.) There  will  also  be  a  second  bonus  component.    If Company exceeds 2021  EBITDA  in  excess  of
$10.5million Executive will be paid an additional bonus equal to 10% of base salary.
(c.) Bonuses will be paid as targets are met throughout the year. In order for Executive to receive payment,
Executive needs to be employed by the Company when the bonuses are deemed earned.
2.3 Benefit  Plans.  During the  Term of employment,  Executive shall  be  eligible  to
participate in and be covered on the same basis as other similarly situated employees of the Company, under
all employee benefit plans and programs maintained by the Company. Nothing herein shall obligate the
Company to offer any specific benefit plans, programs or arrangements to Executive or to continue benefits
formerly offered by the Company or any of its subsidiaries, provided, however, that a health insurance
program will be provided.
2.4 Expenses. During the Term of employment, the Company shall pay or reimburse
Executive for reasonable and necessary expenses directly incurred by Executive in the course of Executive’s
employment in accordance with the Company’s standard policies and practices as in effect from time to
time.
3. Termination.  “Termination  Date”  means  the  date  Executive’s  employment  with  the
Company  ends regardless  of  the reason.  On  the  Termination  Date,  Executive shall  be  deemed  to have
immediately ceased all of his positions with the Company, including any and all Board, officer, director or
other positions Executive then holds with the Company.
3.1 Termination  by  the  Company  for  Cause.  The  Company  may  terminate
Executive’s employment, with cause, effective immediately, by providing written notice to Executive. For
purposes of this Agreement, the term “for cause” shall mean the following: (a) Executive’s commission of
fraud in connection with his employment with the Company, or theft, misappropriation or embezzlement
of Company funds; (b) conviction of any felony crime, the effect of which shall be deemed to adversely
affect the Company; (c) failure to follow a reasonable and lawful directive of the Board or an authorized
Company officer or director following five business days’ notice that such failure shall constitute grounds
for termination for cause and twenty days in which to cure such failure; or (d) drug or alcohol abuse that
adversely affects the performance of duties hereunder, provided that Executive has been given 30 days’
prior written notice by the Company of its intent to terminate Executive pursuant to this provision, during
which time Executive has not demonstrated cessation of such drug or alcohol abuse.
3.2 Termination  by  the  Company  Without  Cause. The  Company may  terminate
Executive’s employment without cause by providing written notice to the Executive, provided, however,
in the event employment is terminated without cause, the Company shall be obligated to pay Executive’s
salary and continue existing benefits for the balance of the Term.
3.3 Termination  by  Executive. Executive  may  terminate  Executive’s
employment by providing sixty (60) days written notice to the Company; provided, however, the
Company,  in  its  sole  discretion,  may  choose  to  accept  Executive’s  resignation  effective
immediately, provided that in this event Company will continue to pay Executive for the balance
of the notice period. If the Company is sold or changes ownership, the stipulation requiring the 





	
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Executive to provide sixty (60) days written notice to the Company will be considered void.
4. Successors and Assigns. This Agreement is personal to Executive and, without the prior
express written consent of the Company, shall not be assignable by Executive. This Agreement shall inure
to the benefit of and be enforceable by Executive’s heirs, beneficiaries and/or legal representatives. This
Agreement shall be fully assignable by the Company and its respective successors, purchasers and assigns.
5. Restrictive Covenants. As an inducement and as essential consideration for the Company
to enter into this Agreement with Executive, Executive hereby agrees to the restrictive covenants contained
in this Section 5. The Parties agree that the Company would not have entered into this Agreement without
Executive’s consent to the restrictive covenants set forth in this Section 5.
5.1 Non-Competition.  During  the  period  commencing  30  days  after  the  Effective
Date and ending on the one (1) year anniversary of the Termination Date, Executive shall not, without the
advance written consent of the Company, such consent to be granted or withheld in the Company’s sole
discretion, either directly or indirectly, anywhere within the geographic boundaries of the State of California
as a proprietor,  partner,  stockholder  (except  as  the  holder  of  not  more  than  one  percent  (1%)  of  the
outstanding stock of a publicly held company), owner, member, director, employee, executive, consultant,
independent contractor, joint venturer, investor or in any other capacity, become employed by, engage in,
affiliate with, own, manage, operate or control, or participate in the ownership, management, operation or
control of, any entity that engages in any business activity conducted by the Company.
5.2 Non-Solicitation.  During  the  period  commencing  on  the  Effective  Date  and
ending on the one (1) year anniversary of the Termination Date, Executive shall not (except on behalf of
the Company):
5.2.1 directly  or  indirectly,  on  Executive’s  own  behalf  or  on  behalf  of  any
Person (as defined below), solicit, divert, induce, call on, take away, do business with or otherwise harm
the Company’s relationship with, or attempt to contact, divert, induce, call on, take away, do business with
or otherwise harm the Company’s relationship with, (a) any past or present client, customer or business
relation of the Company, or (b) any Person which has, as of the Termination Date, a business relationship
with  the  Company,  including,  without  limitation,  a  sales  representative,  supplier,  lender,  borrower,
guarantor, landlord, tenant, lessor or lessee, and employees; or
5.2.2 directly or indirectly, on Executive’s own behalf or on behalf of any other
Person, solicit, employ, interfere with or attempt to entice away from the Company, any individual who is:
employed by the Company at the time of such solicitation, employment, interference or enticement.
5.2.3 “Person” means  any individual  or  corporation, association,  partnership,
limited liability company, joint venture, joint stock or other company, business trust, trust, organization,
governmental authority or other entity of any kind.
5.3 Confidentiality. Executive shall not, during the Term of Employment and at any
time thereafter, without the prior express written consent of the Company, directly or indirectly divulge,
disclose or make available or accessible any Confidential Information (as defined below) to any Person,
firm, partnership, corporation, trust or any other entity or third party (other than when required to do so in
good faith to perform Executive’s duties and responsibilities or when required to do so by a lawful order of
a  court  of  competent  jurisdiction,  any  governmental  authority  or  agency  or  any  recognized  subpoena
power). In addition, Executive shall not create any derivative work or other product based on or resulting
from any Confidential Information (except in the good faith performance of Executive’s duties under this
Agreement).  Executive shall also proffer to the Company’s designee, no later than the effective date of any
termination of Executive’s employment with the Company for any reason, and without retaining any copies,
notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, 





	
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records, data, customer, or client lists, marketing plans and strategies and any other documents consisting
of Confidential Information that are in Executive’s actual possession or which are subject to Executive’s
control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information
respecting  the  business and  activities  of  the  Company,  including,  without  limitation,  the  terms  and
provisions of this  Agreement,  any information relating to  the clients,  customers,  suppliers,  employees,
consultants, computer or other files, projects, products, computer disks or other media, computer hardware
or  computer  software  programs,  marketing  plans,  financial  information,  methodologies,  know-how,
processes, practices, approaches, projections, forecasts, formats, systems, data gathering methods, trade
secrets  and/or  strategies  of  the  Company.  Notwithstanding  the  immediately  preceding  sentence,
Confidential Information shall not include any information that is, or becomes, generally available to the
public (unless such availability occurs as a result of Executive’s breach of any portion of this Section 5.3).
5.3.1 Defend  Trade  Secrets  Act  Notice.  An  individual  shall  not  be  held
criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade
secret that is made in confidence to a federal, state, or local government official or to an attorney
solely for the purpose of reporting or investigating a suspected violation of law. An individual shall
not be held criminally or civilly liable under any federal or state trade secret law for the disclosure
of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer
for  reporting  a  suspected  violation  of law may  disclose  the  trade secret to  the  attorney  of the
individual and use the trade secret information in the court proceeding, if the individual files any
document  containing the trade  secret  under seal; and  does  not  disclose  the  trade  secret, except
pursuant to court order.
5.3.2 Confidentiality  Notice.  Executive  understands  and  acknowledges  that
Executive’s  duty  of  confidentiality,  non-disclosure  and  non-disparagement  (as  set  forth  below)
pursuant to this Agreement does not limit or restrict Executive’s ability to communicate directly
with the U.S. Securities and Exchange Commission about a possible securities law violation, nor
limit nor restrict Executive’s Section 7 rights under the National Labor Relations Act, nor limit nor
restrict Executive’s right to communicate with the Equal Opportunity Employment Commission or
any other federal, state, or local government agency, office, or official.
5.3.3 Non-Disparagement.  During  and  after  the  Term  of  Employment, the
parties agree not to criticize, denigrate or otherwise disparage each other or any of the other parties’
employees, products, processes, policies, practices, or standards of business conduct; provided,
however,  nothing  in  this  Agreement  will  prohibit  Executive  from  complying  with  any  valid
subpoena or court order or from exercising any legal rights to which Executive is entitled.
5.4 Ownership of Inventions. Each Invention (as defined below) made, conceived or
first actually reduced to practice by Executive, whether alone or jointly with others, during the Term of
Employment and each Invention made, conceived or first actually reduced to practice by Executive, within
two (2) years after the Termination Date, which relates in any way to work performed for the Company
during the Term of Employment, shall be promptly disclosed in writing to the Company. As used in this
Agreement, “Invention” means any invention, discovery, improvement or innovation with regard to any
facet of the business of the Company, whether or not patentable, made, conceived or first actually reduced
to practice by Executive, alone or jointly with others, in the course of, in connection with, or as a result of
service as an employee of the Company, including any art, method, process, machine, manufacture, design
or  composition  of  matter  or  any  improvement  thereof.  Each  Invention  shall  be  the  sole  and  exclusive
property of the Company. Executive agrees to execute an assignment to the Company or its nominee of
Executive’s  entire  right,  title  and  interest  in  and  to  any  Invention,  without  compensation  beyond  that
provided in this Agreement.
5.5 Works  for  Hire.  Executive  also  acknowledges  and  agrees  that  all  works  of 





	
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authorship, in any format or medium, created wholly or in part by Executive, whether alone or jointly with
others, in the course of performing Executive’s duties for the Company, or while using the facilities or
money of the Company, whether or not during Executive’s work hours, are works made for hire (“Works”),
as defined under United States copyright law, and that the Works (and all copyrights arising in the Works)
are owned exclusively by the Company. To the extent any such Works are not deemed to be works made
for hire, Executive agrees, without compensation beyond that provided in this Agreement, to execute an
assignment to the Company or its nominee of all right, title and interest in and to such Works, including all
rights of copyright arising in or related to such Works.
5.6 Injunctive Relief. Executive acknowledges and agrees that the Company will have
no adequate remedy at law and would be irreparably harmed, if Executive actually breaches or threatens to
breach  any  of the  provisions  of  this  Section  5.  Executive  agrees that  the  Company  shall  be  entitled to
equitable and/or injunctive relief to prevent any actual breach or threatened breach of this Section 5, and to
specific performance of each of the terms of such Section in addition to any other legal or equitable remedies
that the Company may have pursuant to this Section 5. In the event of breach or threatened breach  by
Executive of any provision of this Section 5, the Company shall also be entitled to recovery of all attorneys’
fees and costs incurred by the Company in obtaining such relief.
5.7 Special Severability. The terms of Section 5.1 through Section 5.6 are intended to
be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or
unenforceable, neither the validity nor the enforceability of any other provision of this Agreement shall
thereby be affected. It is the intention of the parties to this Agreement that the potential restrictions on
Executive’s future employment imposed by this Section 5 be reasonable in both duration and geographic
scope and in all other respects. If for any reason any court of competent jurisdiction shall find any provisions
of this Section 5 unreasonable in duration or geographic scope or otherwise, the restrictions and prohibitions
contained herein that have not become null, void and of no effect shall be effective to the fullest extent allowed
under applicable law in such jurisdiction and the court shall modify any unduly restrictive provision to the
point of greatest restriction permissible by law.
6. Miscellaneous.
6.1 Applicable  Law.  This  Agreement  shall  be  governed  by  and  construed  in
accordance with the laws of the State of Texas, applied without reference to principles of conflict of laws.
6.2 Amendments. This Agreement may not be amended or modified otherwise than
by  a  written  agreement  executed  by  the  parties  hereto  or  their  respective  successors  and  legal
representatives.
6.3 Notices. All notices and other communications hereunder shall be in writing and
shall be given by hand-delivery to the other party by reputable overnight courier, by facsimile or registered
or certified mail, return receipt requested, postage prepaid, addressed as follows:
if to the Company: Direct Digital Holdings, LLC
1233 West Loop South
Suite 1170
Houston, TX 77027
with a copy, which shall not constitute
notice, to:
McGuireWoods LLP Attn: Stuart M.
Rasley
2000 McKinney Ave,, Suite 1400
Dallas, TX 75201 





	
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if to Executive: Anu Pillai
758 Division Street
Barrington, IL 60010
or to such other address as any party shall have furnished to the other in writing in accordance herewith.
All such notices shall be deemed to have been duly given: (a) when delivered personally to the recipient;
(b) one (1) business day after being sent to the recipient by reputable overnight courier service (charges
prepaid); (c) upon transmission by facsimile if a customary confirmation of transmission is received during
normal business hours and, if not, the next business day after transmission; or (d) four (4) business days
after  being mailed  to  the  recipient  by  certified  or registered  mail,  return  receipt  requested  and postage
prepaid.
6.4 Section 409A Compliance. This Agreement is intended to comply with Section
409A  (to  the  extent  applicable),  and  the  parties  hereto  agree  to  interpret,  apply  and  administer  this
Agreement  in  the  least  restrictive  manner  necessary  to  comply  therewith  and  without  resulting  in  any
increase in the amounts owed hereunder by the Company.  Notwithstanding anything herein to the contrary,
the  Company  shall  have  no  liability  to  Executive  or  to  any  other  Person  if  the  payments  and  benefits
provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so
exempt or compliant.
6.5 Severability. Except as set forth in Section 5.7, the invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or enforceability of any other provision of
this Agreement.
6.6 Captions. The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect.
6.7 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original instrument, but all of which together shall constitute but one and the
same Agreement.
6.8 Entire Agreement.  This Agreement contains the entire agreement between the
parties, including their respective affiliates, concerning the subject matter hereof and supersedes all prior
agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between
the parties with respect thereto.
6.9 Survivorship. The respective rights and obligations of the parties hereunder shall
survive any termination of this Agreement hereunder for any reason to the extent necessary to the intended
provision of such rights and the intended performance of such obligations.
[ Signature page to follow ] 





	
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective
Date.
COMPANY:
Direct Digital Holdings, LLC
By:
Name:
Title:
EXECUTIVE:
Anu Pillai
Mark D. Walker
CEO