AMENDMENT NO. 1 TO LOAN AGREEMENT


 


THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this "Amendment"),
dated as of May 18, 2012, by and among WEBXU, INC., a Delaware corporation (“Webxu”), each of the following
direct or indirect subsidiaries of Webxu (individually, a "Subsidiary" and collectively, the "Subsidiaries"):
(i) Bonus Interactive Inc., a Delaware corporation and wholly-owned subsidiary of Webxu formerly known as Secureaquote, Inc. ("Bonus
Interactive"), (ii) Webxu Media, Inc., a Delaware corporation and wholly-owned subsidiary of Webxu formerly known as Lot6
Media, Inc. which resulted from the conversion of Lot6 Holding, LLC, a Delaware limited liability company, into a corporation ("Webxu
Media"), and (iii) Lot6 Media, LLC, a California limited liability company and wholly-owned subsidiary of Webxu Media
("Lot6 LLC"), and BREAKWATER STRUCTURED GROWTH OPPORTUNITIES FUND L.P., a Delaware limited partnership (the "Lender").
Webxu and the Subsidiaries are sometimes collectively referred to herein as “Borrowers” and, individually, as
a “Borrower.”


 


RECITALS


 


A.       Borrowers
and Lender have previously entered into a Loan Agreement, dated as of March 1, 2012 (the "Original Loan
Agreement"), pursuant to which (i) Lender made an initial loan in the face amount of $1,200,000 (subject to original
issue discount) (the "First Term Loan") which loan is evidenced by a Senior Secured Promissory Note in favor
of Lender, dated March 1, 2012, in the face amount of $1,200,000 (the "First Note"), and (ii) Lender agreed
to make an additional loan in the face amount of $1,200,000 (subject to original issue discount) upon request of Borrowers
and subject to satisfaction of certain conditions (the "Second Term Loan"). Capitalized terms used in this
Amendment and not otherwise defined shall have the meaning ascribed to them in the Original Loan Agreement.


 


B.       Borrowers and
Lender wish to amend certain provisions of the Original Loan Agreement in order to, among other things, (i) increase the amount
of the Second Term Loan to $1,800,000 (subject to original issue discount of $300,000), (ii) modify the payment terms of the Second
Note to provide for full amortization over a six month period, and (iii) provide for the issuance to Lender of a Warrant to purchase
1,000,000 shares of Webxu Common Stock (the "New Warrant") in lieu of the Second Warrant.


 


NOW, THEREFORE, for valuable consideration,
the amount and sufficiency which is hereby acknowledged, the parties agree as follows:


 


agreement


 


      1.      Recitals.
The Recitals are true and correct and are incorporated herein by reference.


 


AMENDMENT NO. 1 TO LOAN AGREEMENT


 



    	 



    	 



    

 


 


       2.      Second Term Loan and Second Note. Notwithstanding anything to the contrary
contained in the Original Loan Agreement, (i) the aggregate loans that may be made under the Original Loan Agreement shall be
increased from $2,400,000 to $3,000,000, (ii) the amount of the Second Term Loan shall be increased from $1,200,000 to
$1,800,000 (subject to original issue discount), (iii) the face amount of the Second Note will be $1,800,000 while the Second
Funded Amount shall be increased from $1,000,000 to $1,500,000 (exclusive of fees and charges payable by Borrowers at the
Closing of the Second Term Loan), and (iv) the Second Note shall be in substantially the same form as Exhibit A
attached hereto. All references in the Loan Agreement to the Second Term Loan and the Second Note shall be deemed to refer to
the Second Term Loan and Second Note after giving effect to the modifications contemplated by this Amendment.


 


        3.      Lender
Fees and Expenses, On the date of the funding of the Second Term Loan, the origination fee payable by Borrowers to Lender
shall be $36,000 (2% of the face amount of the Second Note). In addition, Borrowers shall pay to Lender (by deduction from the
Second Funded Amount), Lender's legal and other expenses incurred in connection with the documentation and closing of the Second
Term Loan in an amount not to exceed $8,000.


 


        4.      Warrants.
In lieu of the Second Warrant contemplated by the Original Loan Agreement, simultaneously with the closing of the Second Term
Loan, Webxu shall issue to Lender the New Warrant in substantially the same form as Exhibit B attached hereto. References
in the Original Loan Agreement to the "Warrants" shall be deemed to refer collectively to the First Warrant and the
New Warrant. Borrowers acknowledge and agree that, notwithstanding anything to the contrary contained in the First Warrant, the
issuance of the New Warrant shall not trigger any anti-dilution adjustment under the terms of the First Warrant.


 


        5.      Amended
Definition of "Security Agreement". References to "Security Agreement" in the Original Loan Agreement
shall be deemed to refer to the Original Security Agreement as amended by the First Amendment to Security Agreement dated on or
about the date of this Amendment.


 


        6.      Full
Force and Effect. Except as specifically set forth in this Amendment, all of the terms of the Notes and the Original Loan
Agreement remain unchanged and in full force and effect.


 


        7.      Governing Law. The
laws of the State of California shall govern the construction and interpretation of this Amendment.


 


[Signatures follow on following
page]


 


AMENDMENT NO. 1 TO LOAN AGREEMENT


 



    	2



    	 



    

 


IN WITNESS WHEREOF, the parties executed this
Amendment and made it effective as of the day and year set forth above.


 


BORROWERS:


 


WEBXU, Inc., a Delaware
corporation


 


	By:	/J. Aaronson/	 
	 	Name:  Jeffrey Aaronson	 
	 	Title:  CFO	 


 


BONUS INTERACTIVE INC.,
a Delaware corporation


 


	By:	/J. Aaronson/	 
	 	Name:  Jeffrey Aaronson	 
	 	Title:  CFO	 


 


WEBXU MEDIA, INC., a Delaware corporation


 


	By:	/J. Aaronson/	 
	 	Name:  Jeffrey Aaronson	 
	 	Title:  CFO	 


 


LOT6 MEDIA, LLC, a California limited liability company


 


	By:	/J. Aaronson/	 
	 	Name:  Jeffrey Aaronson	 
	 	Title:  CFO	 


 


LENDER:


 


BREAKWATER STRUCTURED GROWTH


OPPORTUNITIES FUND, L.P.


 


By:  Breakwater Investment Management, LLC, its General Partner


 


	 	By:	/S. Mansour/	 
	 	 	Saif Mansour, Managing Partner


 


AMENDMENT NO. 1 TO LOAN AGREEMENT


 



    	3



    	 



    

 


EXHIBIT A


 


Form of Second Note


 


See attached form of Second Note


 


AMENDMENT NO. 1 TO LOAN AGREEMENT


 



    	4



    	 



    

 


EXHIBIT B


 


New Warrant


 


See attached form of New Warrant


 


AMENDMENT NO. 1 TO LOAN AGREEMENT


 



    	5