Exhibit 10.7 


 


FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT


 


This First Amendment
to Loan and Security Agreement is entered into as of February 17, 2017 (the "Amendment"), by and between SellPoints,
Inc. ("Borrower"), Montage Capital II, L.P. ("Montage") and Partners for Growth IV, L.P. ("PFG").
Each of Montage and PFG are also referred to as a "Lender" and collectively referred to as the "Lenders".


 


RECITALS


 


Borrower and Lender
are parties to that certain Loan and Security Agreement dated as of September 28, 2016 and as amended from time to time (the "Agreement").
The parties desire to amend the Agreement in accordance with the terms of this Amendment.


 


NOW, THEREFORE, the
parties agree as follows:


 


		1.	Section 1.1 of the Agreement is amended and restated
in its entirety to read as follows:



 


1.1           Advances.
Subject to the terms and conditions of this Agreement, Lenders will make its Pro Rata Share of Advances to Borrower in the aggregate
principal amount of $5,000,000.


 


(a)          On
or around the date of this Agreement, an Advance in the principal amount of $3,600,000 (the "First Tranche Advance")
shall be made to Borrower.


 


(b)          An
additional Advance in the principal amount of $400,000 (the "Second Tranche Advance") shall be made to Borrower on or
after February 17, 2017.


 


(c)          A
third Advance of up to $500,000 may be made to Borrower on or after March 31, 2017 but before June 30, 2017 (the "Third Tranche
Advance") upon Borrower's request and subject to the terms of this Agreement, so long as no Event of Default has occurred
and is continuing, and Borrower's Total Net Revenue for the three month period ending March 31, 2017 is at least 85% of its projected
Total Net Revenue for such period as set forth in Borrower's board approved financial projections attached hereto as Exhibit C.


 


(d)          A
fourth Advance of up to $500,000 may be made to Borrower on or after June 30, 2017 but before August 31, 2017 (the "Fourth
Tranche Advance") upon Borrower's request and subject to the terms of this Agreement, so long as no Event of Default has occurred
and is continuing, and Borrower's Total Net Revenue for the six month period ending June 30, 2017 is at least 85% of its projected
Total Net Revenue for such period as set forth in Borrower's board approved financial projections attached hereto as Exhibit C
and Borrower has received at least $500,000 in cash proceeds from the sale and issuance of its equity securities or convertible
notes that constitute Subordinated Debt.


 




     


     


    

 


(e)          To
request any Advance after the Closing Date, Borrower shall notify Lenders by 3:00 p.m. Pacific time at least three business days
before the date of the Advance, which will be a business day. Lenders will transfer the amount of each Advance to Borrower's account
subject to a control agreement in favor of Lenders. The proceeds of the initial Advance shall be used to repay all outstanding
amounts under Borrower's existing secured loan facility owing to Pacific Western Bank (successor by acquisition of Square 1 Bank);
with any remaining Advances used for general corporate purposes and working capital purposes.


 


2.          The
third sentence in Section 1.2(a) of the Agreement is amended and restated in its entirety to read as follows:


 


In addition to such interest payments,
beginning on the earlier of (i) September 1, 2017 or (ii) the first day of the first month following the Amortization Trigger,
Borrower shall make principal payments to Lenders in an amount equal to $117,000, plus (y) $19,230.77 if Borrower has received
the Third Tranche Advance, and plus (z) $19,230.77, if Borrower has received the Fourth Tranche Advance.


 


3.          The
following is added to the end of Section 1.3 of the Agreement:


 


On the date the Third Tranche Advance
is loaned to Borrower, Borrower shall pay to Lenders a fee in the amount of $12,500, to be allocated between the Lenders in accordance
with their respective Pro Rata Share.


 


4.          Section
5.3(b) of the Agreement is amended and restated in its entirety to read as follows


 


(b)          Adjusted
EBITDA. Borrower's maximum Adjusted EBITDA loss for the trailing three month period ending on March 31, 2017 and April 30, 2017
shall not exceed $130,000 and $30,000 respectively. Borrower's minimum trailing three month Adjusted EBITDA (measured as of the
last day of each month beginning with period ending May 31, 2017) shall be at least $1.


 


5.          The
following definition is added to Section 14 of the Agreement:


 


"Adjusted EBITDA" means
Borrower's earnings before interest, taxes, depreciation and amortization expenses, less capitalized software development expenses,
as determined in accordance with GAAP, provided that the following shall be added back to Borrower's earnings: (i) all non-cash
charges and expenses, including employee stock compensation expenses and (ii) all non-recurring expenses of Borrower as approved
by Lenders on a case by case basis.


 


6.          Exhibit
A to the Agreement is replaced in its entirety with the Exhibit A attached hereto.


 


7.          The
Exhibit C attached hereto, which the parties acknowledge and agree are Borrower's board approved financial projections for 2017,
is incorporated in its entirety as the Exhibit C to the Agreement.


 


8.          Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and
confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall
not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Agreement, as in effect prior
to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection
with the Agreement.


 




    	 	2	 



     


    

 


9.          Borrower
represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date
of this Amendment, and that no Event of Default has occurred and is continuing.


 


10.         This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf'
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or ".pdf' signature page were an original hereof.


 


11.         As
a condition to the effectiveness of this Amendment, Lender shall have received, in form and substance satisfactory to Lender, the
following:


 


(a)          this
Amendment, duly executed by Borrower;


 


(b)          warrants
to purchase Borrower's stock issued to Lenders and its affiliates;


 


(c)          an
amendment fee equal to $12,500 (to be allocated between the Lenders in accordance with their respective Pro Rata Share), plus an
amount equal to all Lender Expenses incurred through the date of this Amendment; and


 


(d)          such
other documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	3	 



     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the first date above written.


 


	 	SELLPOINTS, INC.
	 	 
	 	By: 	/s/ Brian O’
    Keefe        
	 	 
	 	Name:	 Brian O’
    Keefe
	 	 
	 	Title:	CEO


 


	 	MONTAGE CAPITAL II, L.P.
	 	 
	 	By:	/s/ Michael J. Rose    
	 	 
	 	Name: 	 Michael J. Rose
	 	 
	 	Title:	Managing Director


 


	 	PARTNERS FOR GROWTH IV, L.P.
	 	 
	 	By:	/s/ Andrew Kahn 
	 	 
	 	Name:	Andrew Kahn
	 	 
	 	Title:	 


 




     


     


    

 


EXHIBIT A

COMPLIANCE CERTIFICATE


 


Note: Please send all required reporting
to:


 


	Montage Capital II, L.P.	and 	Partners For Growth IV, L.P.
	900 East Hamilton Avenue, Suite 100	 	150 Pacific Avenue
	Campbell, CA 95008	 	San Francisco, CA 94111
	Fax: (408) 659-2318	 	Attn: Chief Financial Officer
	Email: mrose@montagecapital.com	 	Fax (415) 781-0510; email: notices@pfgrowth.com


 


BORROWER: SellPoints Inc.


 


The undersigned authorized
officer of SellPoints Inc. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement
between Borrower and Lenders (the “Agreement”). Borrower is in complete compliance for the period ending
__________________ with all required covenants, except as noted below; and all representations and warranties of Borrower stated
in the Agreement are true and correct in all material respects as of the date hereof (provided that any representations and warranties
expressly referring to a specific date shall be true and correct in all material respects as of such specific date), except as
noted below.


 


Attached herewith are
the required documents supporting the above certification. The authorized officer further certifies that these are prepared in
accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except
(i) as explained in an accompanying letter or footnotes and (ii) with respect to unaudited financial statements, for the absence
of footnotes and subject to year-end audit adjustments.


 


Please indicate
compliance status by circling Yes/No under “Complies” column.


 


	REPORTING COVENANT	 	REQUIRED	 	COMPLIES
	Monthly financial statements	 	Monthly within 30 days	 	Yes	No
	A/R & A/P Agings	 	Monthly within 30 days	 	Yes	No
	Deferred revenue schedule	 	Monthly within 30 days	 	Yes	No
	Compliance Certificate	 	Monthly within 30 days	 	Yes	No
	Annual financial statements (CPA Audited)	 	FYE within 180 days	 	Yes	No
	Annual financial projections for upcoming year	 	Within 30 days of FYE	 	Yes	No
	Tax returns	 	Within 15 days of filing	 	Yes	No


 




     


     


    

 





	FINANCIAL COVENANTS	 	REQUIRED	 	 	ACTUAL	 	 	COMPLIES	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Minimum Unrestricted Cash	 	$	500,000	 	 	$		 	 	 	Yes	 	 	 	No	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Maximum Adjusted EBITDA Loss for trailing three months ending
    3/31/17	 	$	(130,000	)	 	$		 	 	 	Yes	 	 	 	No	 
	Maximum Adjusted EBITDA Loss for trailing three months ending
    4/30/17	 	$	(30,000	)	 	$		 	 	 	Yes	 	 	 	No	 
	Minimum trailing 3 month Adjusted EBITDA (measured monthly)
    beginning with period ending 5/31/17	 	$	1	 	 	$		 	 	 	Yes	 	 	 	No	 








  


Please attach any comments
as additional pages.


 


	 	SellPoints Inc.
	 	 
	 	Signature
	 	 
	 	Name
	 	 
	 	Title
	 	 
	 	Date


 




     


     


    

 


EXHIBIT C


2017 Financial Projections


 


Sellpoints, Inc.


Financial Statements2017 ———


 





	 	 	Jan	 	 	Feb	 	 	Mar	 	 	April	 	 	May	 	 	June	 	 	July	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Dec	 	 	2017	 
	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Gross
    Revenue	 	 	3,473	 	 	 	3,482	 	 	 	3,490	 	 	 	3,504	 	 	 	3,517	 	 	 	3,530	 	 	 	3,543	 	 	 	3,556	 	 	 	3,568	 	 	 	3,579	 	 	 	3,590	 	 	 	3,601	 	 	 	42,433	 
	Syndication Revenue	 	 	205	 	 	 	206	 	 	 	206	 	 	 	206	 	 	 	206	 	 	 	207	 	 	 	207	 	 	 	207	 	 	 	207	 	 	 	208	 	 	 	208	 	 	 	208	 	 	 	2,481	 
	Retargeter	 	 	383	 	 	 	386	 	 	 	389	 	 	 	398	 	 	 	407	 	 	 	415	 	 	 	423	 	 	 	431	 	 	 	439	 	 	 	446	 	 	 	454	 	 	 	461	 	 	 	5,032	 
	PMA	 	 	145	 	 	 	150	 	 	 	155	 	 	 	160	 	 	 	164	 	 	 	169	 	 	 	173	 	 	 	177	 	 	 	181	 	 	 	185	 	 	 	189	 	 	 	192	 	 	 	2,039	 
	Recurring Revenues	 	 	733	 	 	 	742	 	 	 	750	 	 	 	764	 	 	 	777	 	 	 	790	 	 	 	803	 	 	 	816	 	 	 	828	 	 	 	839	 	 	 	850	 	 	 	861	 	 	 	9,553	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Creative Services	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	70	 	 	 	840	 
	ReTargeter Legacy	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-		 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	PEEPs	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	170	 	 	 	2,040	 
	Hotelier Programs	 	 	300	 	 	 	300	 	 	 	300	 	 	 	300	 	 	 	300	 	 	 	300	 	 	 	300	 	 	 	300	 	 	 	300	 	 	 	300	 	 	 	300	 	 	 	300	 	 	 	3,600	 
	Total Net Revenues	 	 	1,273	 	 	 	1,282	 	 	 	1,290	 	 	 	1,304	 	 	 	1,317	 	 	 	1,330	 	 	 	1,343	 	 	 	1,356	 	 	 	1,368	 	 	 	1,379	 	 	 	1.390	 	 	 	1,401	 	 	 	16,033	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Syndication	 	 	140	 	 	 	139	 	 	 	137	 	 	 	135	 	 	 	133	 	 	 	132	 	 	 	130	 	 	 	128	 	 	 	126	 	 	 	125	 	 	 	123	 	 	 	121	 	 	 	1,569	 
	Retargeter	 	 	172	 	 	 	174	 	 	 	175	 	 	 	179	 	 	 	183	 	 	 	187	 	 	 	191	 	 	 	194	 	 	 	198	 	 	 	201	 	 	 	204	 	 	 	207	 	 	 	2,265	 
	PMA	 	 	138	 	 	 	143	 	 	 	147	 	 	 	152	 	 	 	156	 	 	 	160	 	 	 	164	 	 	 	168	 	 	 	172	 	 	 	176	 	 	 	179	 	 	 	183	 	 	 	1,938	 
	Creative Services	 	 	33	 	 	 	34	 	 	 	34	 	 	 	34	 	 	 	40	 	 	 	40	 	 	 	40	 	 	 	40	 	 	 	40	 	 	 	40	 	 	 	40	 	 	 	40	 	 	 	454	 
	Retailer Programs	 	 	290	 	 	 	290	 	 	 	290	 	 	 	290	 	 	 	290	 	 	 	290	 	 	 	290	 	 	 	290	 	 	 	290	 	 	 	290	 	 	 	290	 	 	 	290	 	 	 	3,480	 
	Gross Profit	 	 	773	 	 	 	779	 	 	 	783	 	 	 	790	 	 	 	802	 	 	 	809	 	 	 	815	 	 	 	820	 	 	 	826	 	 	 	832	 	 	 	837	 	 	 	841	 	 	 	9,706	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sales	 	 	130	 	 	 	116	 	 	 	120	 	 	 	116	 	 	 	115	 	 	 	114	 	 	 	114	 	 	 	116	 	 	 	114	 	 	 	114	 	 	 	113	 	 	 	114	 	 	 	1,397	 
	Marketing	 	 	30	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	140	 
	PMA	 	 	105	 	 	 	104	 	 	 	106	 	 	 	107	 	 	 	107	 	 	 	108	 	 	 	109	 	 	 	111	 	 	 	108	 	 	 	108	 	 	 	108	 	 	 	111	 	 	 	1,291	 
	Engineering	 	 	63	 	 	 	61	 	 	 	56	 	 	 	44	 	 	 	44	 	 	 	44	 	 	 	44	 	 	 	44	 	 	 	44	 	 	 	43	 	 	 	43	 	 	 	44	 	 	 	573	 
	Creative Services	 	 	23	 	 	 	22	 	 	 	22	 	 	 	22	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	218	 
	Account Management	 	 	177	 	 	 	171	 	 	 	166	 	 	 	163	 	 	 	163	 	 	 	162	 	 	 	162	 	 	 	164	 	 	 	162	 	 	 	163	 	 	 	162	 	 	 	163	 	 	 	1,977	 
	Retargeter	 	 	85	 	 	 	85	 	 	 	96	 	 	 	98	 	 	 	98	 	 	 	99	 	 	 	102	 	 	 	110	 	 	 	109	 	 	 	111	 	 	 	112	 	 	 	114	 	 	 	1,21B	
	G&A	 	 	136	 	 	 	116	 	 	 	118	 	 	 	142	 	 	 	118	 	 	 	153	 	 	 	118	 	 	 	120	 	 	 	133	 	 	 	117	 	 	 	117	 	 	 	126	 	 	 	1,514	 
	Total SG&A Expenses	 	 	750	 	 	 	684	 	 	 	694	 	 	 	703	 	 	 	671	 	 	 	705	 	 	 	674	 	 	 	691	 	 	 	695	 	 	 	682	 	 	 	681	 	 	 	698	 	 	 	8,328	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EBITDA	 	 	23	 	 	 	95	 	 	 	89	 	 	 	87	 	 	 	131	 	 	 	104	 	 	 	141	 	 	 	130	 	 	 	131	 	 	 	149	 	 	 	155	 	 	 	143	 	 	 	1,378	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Expense	 	 	(45	)	 	 	(45	)	 	 	(49	)	 	 	(53	)	 	 	(55	)	 	 	(53	)	 	 	(60	)	 	 	(60	)	 	 	(57	)	 	 	(57	)	 	 	(53	)	 	 	(53	)	 	 	(641	)
	Depreciation and Amortization	 	 	(28	)	 	 	(26	)	 	 	(26	)	 	 	(28	)	 	 	(28	)	 	 	(28	)	 	 	(29	)	 	 	(29	)	 	 	(29	)	 	 	(30	)	 	 	(30	)	 	 	(30	)	 	 	(339	)
	Other / Extraordinary	 	 	(25	)	 	 	(75	) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(100	)
	Net Income	 	 	(73)	 	 	 	(5T	)	 	 	14	 	 	 	6	 	 	 	49	 	 	 	23	 	 	 	52	 	 	 	41	 	 	 	46	 	 	 	62	 	 	 	71	 	 	 	59	 	 	 	298	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Headcount	 	 	59	 	 	 	58	 	 	 	52	 	 	 	51	 	 	 	50	 	 	 	50	 	 	 	50	 	 	 	51	 	 	 	51	 	 	 	51	 	 	 	51	 	 	 	51	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Administration	 	 	4	 	 	 	4	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	 	 
	Engineering	 	 	12	 	 	 	12	 	 	 	8	 	 	 	7	 	 	 	7	 	 	 	7	 	 	 	7	 	 	 	7	 	 	 	7	 	 	 	7	 	 	 	7	 	 	 	7	 	 	 	 	 
	Perf Mktg & Analytics	 	 	10	 	 	 	11	 	 	 	11	 	 	 	11	 	 	 	11	 	 	 	11	 	 	 	11	 	 	 	11	 	 	 	11	 	 	 	11	 	 	 	11	 	 	 	11	 	 	 	 	 
	Sales & Marketing	 	 	11	 	 	 	10	 	 	 	9	 	 	 	9	 	 	 	9	 	 	 	9	 	 	 	9	 	 	 	9	 	 	 	9	 	 	 	9	 	 	 	9	 	 	 	9	 	 	 	 	 
	Creative Services	 	 	4	 	 	 	4	 	 	 	4	 	 	 	4	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	 	 
	Retargeter	 	 	4	 	 	 	4	 	 	 	5	 	 	 	5	 	 	 	5	 	 	 	5	 	 	 	5	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	 	 
	Account Management	 	 	14	 	 	 	13	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	 	 
	Total	 	 	59	 	 	 	58	 	 	 	52	 	 	 	51	 	 	 	50	 	 	 	50	 	 	 	50	 	 	 	51	 	 	 	51	 	 	 	51	 	 	 	51	 	 	 	51	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Administration	 	 	-	 	 	 	 	 	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	 	 
	Engineering	 	 	-	 	 	 	- 	 	 	 	(4	)	 	 	(5	)	 	 	(5	)	 	 	(5	)	 	 	(5	)	 	 	(5	)	 	 	(5	)	 	 	(5	)	 	 	(5	)	 	 	(5	)	 	 	 	 
	Perf Mktg & Analytics	 	 	2	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	 	 
	Sales & Marketing	 	 	(2	)	 	 	(3	)	 	 	(0	)	 	 	(4	)	 	 	(4	)	 	 	(4	)	 	 	(4	)	 	 	(4	)	 	 	(4	)	 	 	(4	)	 	 	(4	)	 	 	(4	)	 	 	 	 
	Creative Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 	 	 
	Retargeter	 	 	-	 	 	 	-	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	 	 
	Account Management	 	 	-	 	 	 	(1	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	) 	 	 	(2	)	 	 	(2	)	 	 	(2	) 	 	 	(2	)	 	 	(2	)	 	 	 	 
	Total	 	 	 	 	 	 	(1	)	 	 	(7	)	 	 	(8	)	 	 	(9	)	 	 	(9	)	 	 	(9	)	 	 	(8	)	 	 	(8	)	 	 	(8	)	 	 	(8	)	 	 	(8	)	 	 	 	 




 




     


     


    

 


	 	 	Jan	 	 	Feb	 	 	Mar	 	 	April	 	 	May	 	 	June	 	 	Jul	 	 	Aug	 	 	Sept	 	 	Oct	 	 	Nov	 	 	Dec	 
	 	 	Feet	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcsl	 	 	Fcst	 	 	Fcst	 	 	Fcst	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash	 	 	750	 	 	 	805	 	 	 	615	 	 	 	1,158	 	 	 	1,075	 	 	 	1,120	 	 	 	2,111	 	 	 	2,114	 	 	 	2,018	 	 	 	1,873	 	 	 	1,766	 	 	 	1,667	 
	Accounts receivable	 	 	1,834	 	 	 	2,022	 	 	 	2,182	 	 	 	2,200	 	 	 	2,226	 	 	 	2,253	 	 	 	2,279	 	 	 	2,304	 	 	 	2,328	 	 	 	2,352	 	 	 	2,374	 	 	 	2,397	 
	Other	 	 	462	 	 	 	461	 	 	 	433	 	 	 	390	 	 	 	430	 	 	 	391	 	 	 	353	 	 	 	350	 	 	 	306	 	 	 	281	 	 	 	273	 	 	 	229	 
	Total Current Assets	 	 	3,046	 	 	 	3,288	 	 	 	3,230	 	 	 	3,748	 	 	 	3,732	 	 	 	3,764	 	 	 	4,742	 	 	 	4,767	 	 	 	4,652	 	 	 	4,506	 	 	 	4,413	 	 	 	4,293	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fixed Assets	 	 	132	 	 	 	132	 	 	 	132	 	 	 	132	 	 	 	132	 	 	 	132	 	 	 	132	 	 	 	132	 	 	 	132	 	 	 	132	 	 	 	132	 	 	 	132	 
	Accumulated
 Depreciation
	 	 	87	 	 	 	90	 	 	 	93	 	 	 	96	 	 	 	99	 	 	 	102	 	 	 	105	 	 	 	108	 	 	 	111	 	 	 	114	 	 	 	117	 	 	 	120	 
	Fixed Assets, Net	 	 	45	 	 	 	42	 	 	 	39	 	 	 	36	 	 	 	33	 	 	 	30	 	 	 	27	 	 	 	24	 	 	 	21	 	 	 	18	 	 	 	15	 	 	 	12	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intangible Assets, net	 	 	737	 	 	 	730	 	 	 	722	 	 	 	715	 	 	 	707	 	 	 	700	 	 	 	692	 	 	 	685	 	 	 	677	 	 	 	670	 	 	 	662	 	 	 	654	 
	Software Development Costs	 	 	2,879	 	 	 	2,969	 	 	 	3,038	 	 	 	3,105	 	 	 	3,172	 	 	 	3,238	 	 	 	3,303	 	 	 	3,368	 	 	 	3,433	 	 	 	3,495	 	 	 	3,558	 	 	 	3,621	 
	Deposits
    & other assets	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 	 	 	20	 
	TOTAL
    ASSETS	 	 	6,727	 	 	 	7,048	 	 	 	7,049	 	 	 	7,623	 	 	 	7,663	 	 	 	7,752	 	 	 	8,784	 	 	 	8,864	 	 	 	8,802	 	 	 	8,708	 	 	 	8,667	 	 	 	8600	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIABILITIES	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accounts payable	 	 	972	 	 	 	917	 	 	 	927	 	 	 	959	 	 	 	941	 	 	 	983	 	 	 	954	 	 	 	971	 	 	 	983	 	 	 	974	 	 	 	980	 	 	 	1,001	 
	Accrued Liabilities	 	 	360	 	 	 	348	 	 	 	364	 	 	 	380	 	 	 	396	 	 	 	412	 	 	 	428	 	 	 	444	 	 	 	460	 	 	 	476	 	 	 	492	 	 	 	508	 
	Deferred Rent	 	 	56	 	 	 	54	 	 	 	52	 	 	 	50	 	 	 	48	 	 	 	46	 	 	 	44	 	 	 	42	 	 	 	40	 	 	 	38	 	 	 	36	 	 	 	33	 
	Accrued Interest Payable	 	 	37	 	 	 	37	 	 	 	37	 	 	 	37	 	 	 	37	 	 	 	37	 	 	 	37	 	 	 	37	 	 	 	37	 	 	 	37	 	 	 	37	 	 	 	37	 
	Montage Financing	 	 	3,515	 	 	 	3,905	 	 	 	3,907	 	 	 	4,409	 	 	 	4,411	 	 	 	4,401	 	 	 	4,903	 	 	 	4,906	 	 	 	4,752	 	 	 	4,599	 	 	 	4,446	 	 	 	4,293	 
	New Equity/sub-Debt (Montage)	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	500	 	 	 	500	 	 	 	500	 	 	 	500	 	 	 	500	 	 	 	500	 
	Deferred Revenue	 	 	422	 	 	 	467	 	 	 	423	 	 	 	437	 	 	 	424	 	 	 	439	 	 	 	425	 	 	 	425	 	 	 	440	 	 	 	427	 	 	 	441	 	 	 	428	 
	Total Current 
 Liabilities	 	 	5,362	 	 	 	5,729	 	 	 	5,710	 	 	 	6,273	 	 	 	6,258	 	 	 	6,318	 	 	 	7,292	 	 	 	7,325	 	 	 	7,213	 	 	 	7,050	 	 	 	6,932	 	 	 	6,800	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Promissory Note on Bridge
    Loan	 	 	2,258	 	 	 	2,264	 	 	 	2,270	 	 	 	2,276	 	 	 	2,282	 	 	 	2,288	 	 	 	2,293	 	 	 	2,299	 	 	 	2,305	 	 	 	2,311	 	 	 	2,317	 	 	 	2,323	 
	Warrant Liability	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 	 	 	231	 
	Total
    Long Term 
 Liabilities	 	 	2,489	 	 	 	2,495	 	 	 	2,501	 	 	 	2,507	 	 	 	2,513	 	 	 	2,519	 	 	 	2,525	 	 	 	2,530	 	 	 	2,536	 	 	 	2,542	 	 	 	2,548	 	 	 	2,554	 
	TOTAL LIABILITIES	 	 	7,851	 	 	 	8,224	 	 	 	8,211	 	 	 	8,780	 	 	 	8,770	 	 	 	8,836	 	 	 	9,817	 	 	 	9,856	 	 	 	9,749	 	 	 	9,593	 	 	 	9,480	 	 	 	9,354	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Common	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 
	Preferred	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 	 	 	20,993	 
	Warrants / APIC	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 	 	 	1,814	 
	Retained Earnings	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)	 	 	(23,861	)
	Current Year	 	 	73	 	 	 	(124	)	 	 	(111	)	 	 	(105	)	 	 	(56	)	 	 	33	 	 	 	19	 	 	 	60	 	 	 	105	 	 	 	168	 	 	 	239	 	 	 	298	 
	Total
    Equity	 	 	(1,125	) 	 	 	(1,176	)	 	 	(1,162	)	 	 	(1,157	)	 	 	(1,108	)	 	 	(1,085	)	 	 	(1,033	)	 	 	(992	)	 	 	(947	)	 	 	(884	)	 	 	(813	)	 	 	(754	)
	TOTAL
    LIABILITIES & 
 EQUITY	 	 	8,727	 	 	 	7,048	 	 	 	7,049	 	 	 	7,623	 	 	 	7,663	 	 	 	7,752	 	 	 	8,784	 	 	 	8,864	 	 	 	8,802	 	 	 	8,708	 	 	 	8,667	 	 	 	8,600	 
	Check	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	DSO	 	 	45	 	 	 	44	 	 	 	52	 	 	 	51	 	 	 	52	 	 	 	51	 	 	 	53	 	 	 	53	 	 	 	51	 	 	 	53	 	 	 	51	 	 	 	53	 



 




     


     


    

 





	 	 	Jan	 	 	Feb	 	 	Mar	 	 	April	 	 	May	 	 	June	 	 	Julne	 	 	July	 	 	Sept	 	 	Oct	 	 	Nov	 	 	Dec	 	 	2017	 
	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 	 	Fcst	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Flow from 
 Operating Activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net income	 	 	(73	)	 	 	(51	)	 	 	14	 	 	 	6	 	 	 	49	 	 	 	23	 	 	 	52	 	 	 	41	 	 	 	46	 	 	 	62	 	 	 	71	 	 	 	59	 	 	 	298	 
	Reconcile to cash used by
    operations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Depreciation	 	 	26	 	 	 	26	 	 	 	26	 	 	 	28	 	 	 	28	 	 	 	28	 	 	 	29	 	 	 	29	 	 	 	29	 	 	 	30	 	 	 	30	 	 	 	30	 	 	 	339	 
	Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accounts receivable	 	 	(240	)	 	 	(188	)	 	 	(160	)	 	 	(18	)	 	 	(26	)	 	 	(27	)	 	 	(26	)	 	 	(25	)	 	 	(24	)	 	 	(24	)	 	 	(23	)	 	 	(22	)	 	 	(803	)
	Other assets	 	 	37	 	 	 	2	 	 	 	27	 	 	 	44	 	 	 	(40	)	 	 	39	 	 	 	38	 	 	 	4	 	 	 	44	 	 	 	25	 	 	 	9	 	 	 	44	 	 	 	270	 
	Accounts payable	 	 	(6	)	 	 	(54	)	 	 	10	 	 	 	32	 	 	 	(18	)	 	 	42	 	 	 	(28	)	 	 	17	 	 	 	12	 	 	 	(9	)	 	 	6	 	 	 	21	 	 	 	23	 
	Deferred Revenue	 	 	16	 	 	 	46	 	 	 	(45	)	 	 	15	 	 	 	(14	)	 	 	15	 	 	 	(14	)	 	 	1	 	 	 	15	 	 	 	(14	)	 	 	15	 	 	 	(14	)	 	 	22	 
	Deferred Rent	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(2	)	 	 	(25	)
	Accrued Interest
 Payable	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Accrued liabilities	 	 	(19	)	 	 	(12	)	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	16	 	 	 	129	 
	Software Development	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Costs	 	 	(119	)	 	 	(105	)	 	 	(84	)	 	 	(84	)	 	 	(84	)	 	 	(84	)	 	 	(83	)	 	 	(84	)	 	 	(83	)	 	 	(83	)	 	 	(82	)	 	 	(83	)	 	 	(1,058	)
	Net Cash From 
 Operations	 	 	(380	)	 	 	(340	)	 	 	(199	)	 	 	35	 	 	 	(91	)	 	 	49	 	 	 	(18	)	 	 	(5	)	 	 	52	 	 	 	2	 	 	 	40	 	 	 	49	 	 	 	(805	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Flow from 
 Investing Activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acquisition excluding capital
    assets	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)
	Caplet expenditures	 	 	 	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Cash Used by 
 Investing Activities	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Flow from 
 Financing Activities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Montage Financing	 	 	2	 	 	 	390	 	 	 	2	 	 	 	502	 	 	 	2	 	 	 	(10	)	 	 	502	 	 	 	2	 	 	 	(153	)	 	 	(153	)	 	 	(153	)	 	 	(153	)	 	 	780	 
	Proceeds from New Equity	 	 	 	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	500	 	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	 	 	-	 	 	 	500	 
	Proceeds from 
 Convertible Bridge Loan	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	6	 	 	 	71	 
	Proceeds from equity financing	 	 	(0	) 	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)	 	 	(0	)
	Net Cash Prov. by Financing Activities	 	 	8	 	 	 	396	 	 	 	8	 	 	 	508	 	 	 	8	 	 	 	(4	)	 	 	1,008	 	 	 	8	 	 	 	(147	)	 	 	(147	)	 	 	(147	)	 	 	(147	)	 	 	1,351	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Increase in Cash	 	 	(372	)	 	 	56	 	 	 	(191	)	 	 	543	 	 	 	(83	)	 	 	45	 	 	 	990	 	 	 	3	 	 	 	(96	)	 	 	(145	)	 	 	(107	)	 	 	(98	)	 	 	545	 
	Cash at Beginning of
 Period	 	 	1,122	 	 	 	750	 	 	 	805	 	 	 	615	 	 	 	1,158	 	 	 	1,075	 	 	 	1,120	 	 	 	2,111	 	 	 	2,114	 	 	 	2,018	 	 	 	1,873	 	 	 	1,766	 	 	 	1,122	 
	CASH AT END OF 
 PERIOD	 	 	750	 	 	 	805	 	 	 	615	 	 	 	1,158	 	 	 	1,075	 	 	 	1,120	 	 	 	2,111	 	 	 	2,114	 	 	 	2,018	 	 	 	1,873	 	 	 	1,766	 	 	 	1,667	 	 	 	1,667