LOAN AGREEMENT


 


This LOAN AGREEMENT (this
"Agreement") is entered into as of March 1, 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
have requested that the Lender agree to make Borrowers loans in the aggregate face amount of $2,400,000 (subject to original issue
discount) subject to satisfaction of certain funding conditions, the proceeds of which will be used for (i) working capital for
business operations, (ii) repayment of certain debts outstanding as of the Closing Date (defined herein), and (iii) fees and expenses
related to the transactions contemplated by this Agreement.


 


B.           To
provide assurance and security for the repayment of the loans and other Obligations (as defined herein) of Borrowers hereunder,
each of the Borrowers will provide or will cause to be provided to Lender a security interest in all of its assets pursuant to
the terms of this Agreement.


 


NOW, THEREFORE, FOR VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I - LOAN


 


1.1         Term
Loan. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 8.1), Lender
agrees to make a term loan (the "Initial Term Loan") to Borrowers which shall be evidenced by
a Senior Secured Promissory Note, in the form of Exhibit A hereto and incorporated herein by this reference
(the "Initial Note").  Borrowers understand and
agree that the Initial Note will be subject to an original issue discount so that the face amount of the Initial Note will be $1,200,000
while the amount actually funded by Lender will be $1,000,000 (exclusive of fees and other charges payable by Borrowers at closing)
(the “First Funded Amount”). Payments of interest and principal on the Initial Term Loan will be as set forth
in the Initial Note.


 



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1.2         Second
Term Loan. Subject to the terms and conditions of this Agreement, Lender may make an additional term loan (the "Second
Term Loan") to Borrowers upon the request of Borrowers and approval of Lender following the Closing Date. The Second Term
Loan, if any, shall be evidenced by a Senior Secured Promissory Note, in substantially the same form as Exhibit B hereto
and incorporated herein by this reference (the "Second Note" and collectively with the Initial Note, the "Notes").
In the event that Borrowers wish Lender to make the Second Term Loan, Borrowers shall give to Lender
irrevocable notice of a request, including the amount, for the Second Term Loan in writing on a business day that is at least fifteen
(15) Business Days prior to the date of the proposed Second Term Loan (the "Second Note Funding Request"). Lender
shall have the right to accept or refuse to make the Second Term Loan in its sole and absolute discretion. Lender's obligation
to fund the Second Term Loan shall be subject to satisfaction by Borrowers of the conditions precedent described in Article II
of this Agreement. Borrowers understand and agree that the Second Note will be subject to an original issue discount so
that the face amount of the Second Note will be $1,200,000 while the amount actually funded by Lender will be $1,000,000 (exclusive
of fees and other charges payable by Borrowers at the closing of the Second Term Loan) (the "Second Funded Amount").
Payments of interest and principal on the Second Term Loan will be as set forth in the Second Note. Notwithstanding anything to
the contrary contained herein, Borrowers may request that the amount of the Second Term Loan be less than the amounts specified
above, in which case the face amount of the Second Note and the Second Funded Amount (exclusive of fees and charges payable at
closing of the Second Term Loan) will be reduced proportionately and the payments thereunder adjusted to fully-amortize over thirty-six
(36) months following the funding.


 


1.3         Maturity
Date; Payments and Interest. The Initial Note and Second Note, if any (collectively, the "Notes"), shall accrue
interest, and Borrowers shall make scheduled principal and interest payments on the Notes, in accordance with the terms specified
in the Initial Note and the Second Note, the forms of which are attached hereto as Exhibits A and B, respectively.


 


1.4         Co-Borrowers.
Each Borrower acknowledges and agrees that it shall be jointly and severally liable with the other Borrowers for the Obligations
hereunder pursuant to the provisions of Section 1.9 of this Agreement. Each Borrower further acknowledges and agrees that
(i) the First Funded Amount and any Second Funded Amount (collectively, the "Funded Amount") will be funded directly
to Webxu, as funding agent for each of the Borrowers, (ii) from and after the date of this Agreement, Webxu may, in its sole and
absolute discretion, allocate or distribute a portion of the Funded Amount to one or more of the Borrowers to fund such Borrower’s
working capital requirements, and (iii) in light of the business relationships among the Borrowers, each Borrower is accepting
joint and several liability for the Obligations in consideration of the financial accommodations to be provided by Lender under
this Agreement, which Borrowers hereby agree are for the mutual benefit, directly and indirectly, of each Borrower and in consideration
of the undertakings of the other Borrowers to accept joint and several liability hereunder.


 


1.5         Lender
Fees and Expenses.


 


(a)          Webxu
has previously paid a non-refundable deposit of $30,000 to Lender for due diligence costs and other expenses incurred by Lender
in connection with the transactions contemplated by this Agreement. Webxu has also paid to Lender a legal deposit of $15,000 (in
addition to the non-refundable deposit described above) for legal costs and expenses of Lender to be incurred in connection with
the preparation of this Agreement and related documentation. In addition to the foregoing, Borrows agrees that they will
reimburse Lender for Lender's reasonable out-of-pocket expenses incurred in connection with its due diligence, as well as Lender's
legal costs and expenses, and other similar costs incurred in connection with the preparation of this Agreement and related documentation
and the closing(s) of the transactions contemplated hereby and the deposits previously paid by Borrowers pursuant to this Section
1.5(a) shall be credited against such costs and expenses. Any such costs and expenses in excess of the deposit amounts shall be
deducted by Lender from the applicable First Funded Amount or Second Funded Amount.



 



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(b)          In
addition to the deposits and reimbursement of costs and expenses described in Section 1.5(a) above, (i) on the Closing Date
Borrowers shall pay to Lender or its designee an origination fee in the amount of $24,000 (two percent (2%) of the face amount
of the Initial Note); and (ii) on the closing of the funding of the Second Term Loan, if any, Borrowers shall pay to Lender or
its designee an origination fee in the amount of two percent (2%) of the face amount of the Second Note.
Such origination fees may, at the election of Lender, be paid by deduction from the applicable First Funded Amount or Second Funded
Amount.


 


1.6         Payments
by Borrowers. All payments (including prepayments) to be made by Borrowers on account of principal, interest, fees and other
amounts required hereunder or under the Notes shall be made without set-off, recoupment or counterclaim, and shall, except as otherwise
expressly provided herein, be made in U.S. dollars and on the date specified for payment.


 


1.7         Net
Payments. Any and all payments by Borrowers to Lender under this Agreement or under the Notes shall be made free and clear
of, and without deduction or withholding for, any and all present or future taxes, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto.


 


1.8         Warrant.
On the Closing Date of the Initial Term Loan, Webxu will issue to Lender a warrant representing the right to acquire 1,000,000
shares of Webxu common stock (the "Initial Warrant"),
and on the date of Closing of the Second Term Loan, if any, Webxu will issue to Lender a warrant representing the right to acquire
an additional 750,000 shares of Webxu common stock (or such prorated number of shares based on the face amount of the Second Term
Loan), subject to proportionate adjustment in the number of shares in the event of any stock split, stock dividend or recapitalization
occurring between the Closing Date and the date of Closing of the Second Term Loan (the "Second Warrant"). The
Initial Warrant and the Second Warrant shall be substantially in the form attached hereto as Exhibit D and incorporated
herein by this reference, except that the initial exercise price shall be $1.50 and $3.00 per share, respectively.


 


1.9         Joint
and Several Liability of Borrowers.


 


(a)          The
Obligations of Borrowers under the Credit Documents are and shall be joint and several Obligations of each of them. Each Borrower
is accepting joint and several liability under this Agreement and under the other Credit Documents in consideration of the financial
accommodations to be provided by Lender under this Agreement, which Borrowers hereby agree are for the mutual benefit, directly
and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability
for the Obligations.


 



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(b)          Each
Borrower hereby irrevocably and unconditionally accepts, not as a surety but also as a co-obligor, joint and several liability
with the other Borrowers, with respect to the payment and performance of all of the Obligations (including, without limitation,
any Obligations arising under this Section), it being the intention of the parties hereto that all the Obligations shall be the
joint and several obligations of each Borrower without preferences or distinction among them.


 


(c)          If
and to the extent that any of Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or
to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such
payment with respect to, or perform, such Obligation.


 


(d)          The
Obligations of each Borrower under the provisions of this Section constitute the absolute and unconditional, full recourse Obligations
of such Person enforceable against such Person to the full extent of its properties and assets, irrespective of the validity, regularity
or enforceability of this Agreement or any other circumstances whatsoever.


 


(e)          Except
as otherwise expressly provided in this Agreement or any of the other Credit Documents, each Borrower hereby waives notice of acceptance
of its joint and several liability, notice of any advance made under or pursuant to this Agreement or any other Credit Document,
notice of the occurrence of any Default or of any demand for any payment (except as expressly stated in a Credit Document) under
this Agreement or any other Credit Document, notice of any action at any time taken or omitted by Lender under or in respect of
any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable
law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise expressly
provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for
the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment
thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by any Borrower
in the performance or satisfaction of any term, covenant, condition or provision of this Agreement or any other Credit Document,
any and all other indulgences whatsoever by Lender in respect of any of the Obligations, and the taking, addition, substitution
or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution
or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any
other action or delay in acting or failure to act on the part of Lender with respect to the failure by any Borrower to comply with
any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to
pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this
Section afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations
under this Agreement or any other Credit Document, it being the intention of each Borrower that, so long as any of the Obligations
hereunder remain unsatisfied, the Obligations of such Person shall not be discharged except by performance and then only to the
extent of such performance.


 



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(f)          The
Obligations of each Borrower shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement,
liquidation, reconstruction or similar proceeding with respect to any such Person or Lender. The joint and several liability of
the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other
change whatsoever in the name, constitution or place of formation of any of the Borrowers or Lender.


 


(g)          Each
Borrower represents and warrants to Lender that such Borrower is currently informed of the financial condition of Borrowers and
of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations.
Each Borrower further represents and warrants to Lender that such Borrower has read and understands the terms and conditions of
the Credit Documents. Each Person comprising a Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’
financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk
of nonpayment or nonperformance of the Obligations.


 


(h)          Each
Borrower waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies,
such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Lender’s rights of
subrogation and reimbursement against such Borrower by operation of law or otherwise.


 


(i)          The
provisions of this Section are made for the benefit of Lender and its respective successors and assigns, and may be enforced by
it or them from time to time against any or all of the Borrowers as often as occasion therefor may arise and without requirement
on the part of Lender, successor, or assign first to marshal any of its or their claims or to exercise any of its or their rights
against any of the other Borrowers or to exhaust any remedies available to it or them against any of the other Borrowers or to
resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy.


 


(j)          The
provisions of this Section shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully
satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise
be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the
provisions of this Section will forthwith be reinstated in effect, as though such payment had not been made.


 


(k)          Each
Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Borrowers with
respect to any liability incurred by it hereunder or under any of the other Credit Documents, any payments made by it to Lender
with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been
paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to Lender hereunder
or under any other Credit Documents are hereby expressly made subordinate and junior in right of payment, without limitation as
to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and,
in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws
of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall
be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall
be made to any other Borrower therefor.


 



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(l)          Each
Borrower hereby agrees that, after the occurrence and during the continuance of any Default, the payment of any amounts due with
respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in
cash of the Obligations. Each Borrower hereby agrees that after the occurrence and during the continuance of any Default, such
Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower
until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect,
enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such
Borrower as trustee for Lender, and such Borrower shall deliver any such amounts to Lender for application to the Obligations.


 


ARTICLE
II - CONDITIONS PRECEDENT


 


2.1          Conditions
of Initial Term Loan. The obligation of the Lender to extend the Initial Term Loan is subject to the condition that the Lender
shall have received on or before the Closing Date all of the following, in form and substance reasonably satisfactory to the Lender,
with sufficient original counterparts for the Lender (except for the Initial Note, for which only one original shall be required
to be delivered), duly executed by all parties thereto to be delivered electronically on the Closing Date with originally, executed
hard copies to follow promptly after the Closing Date if not delivered on the Closing Date:


 


(a)          Loan
Agreement and the Initial Note. This Agreement, the Initial Note, and the Security Agreement, each duly executed by the Borrowers;


 


(b)          Initial
Warrant. The Initial Warrant duly executed by Webxu;


 


(c)          Officer's
Certificates; Resolutions; Incumbency. A certificate of the CEO and CFO (or persons holding offices having substantially the
same powers) of each Borrower, certifying: (i) the names and true signatures of the officers of such Borrower authorized to execute,
deliver and perform, as applicable, this Agreement, and all other Credit Documents to be executed and/or delivered by it hereunder;
and (ii) copies of the resolutions of the Board of Directors (or similar governing bodies) of each Borrower approving and authorizing
the execution, delivery and performance by such Borrower of this Agreement and the other Credit Documents to be executed and/or
delivered by it hereunder; (iii) that the representations and warranties contained in Article III hereof are true and correct in
all material respects on and as of such date, as though made on and as of such date; and (iv) that no Default or Event of Default
exists; 


 


(d)          Collateral
Documents. The Collateral Documents, in appropriate form for filing or recording, where necessary, together with:


 


(i)          executed
original instruments and documents in forms acceptable for filing to perfect the security interests of the Lender in accordance
with Applicable Law (as defined in Section 8.1), including (without limitation) any filings required to be made with the United
States Patent and Trademark Office to perfect Lender's security interest in any material copyrights or other intellectual property
rights of any Borrower;


 



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(ii)         evidence
that all other actions necessary or, in the reasonable opinion of the Lender, desirable to perfect and protect the Liens created
by the Collateral Documents, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral,
have been taken;


 


(iii)        to
the extent not previously paid in connection with clause (i) above, funds sufficient to pay any filing or recording tax or fee
in connection with any and all UCC financing statements or similar filings, if any, in foreign jurisdictions;


 


(iv)        agreements
with all banks, securities brokers, warehousemen, bailees, consignees and other Persons having possession of or a Lien (other than
a Permitted Lien) on any Collateral acknowledging the Lender's prior Lien on such Property (as defined in Section 8.1), in form
and substance reasonably acceptable to the Lender;


 


(v)         such
consents, estoppels, collateral assignments of leases, landlord waivers and other documents and instruments executed by landlords,
tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien,
as reasonably requested by the Lender; and


 


(vi)       
to the extent required to perfect any security interest in the Collateral, stock or membership interests certificates representing
any pledged ownership interest in any of the Borrowers, including, without limitation, all stock or membership interests certificates
representing ownership of each Subsidiary;


 


(e)          Financial
Statements. (i) Unaudited internal consolidated financial statements of Borrowers for the year ended December 31, 2011, and
(ii) unaudited internal consolidated financial statements of the Borrowers for the month ended January 31, 2012.


 


(f)          Insurance
Documents. Proof that Borrowers have named Lender as an additional insured and/or beneficiary of any existing insurance policies
on the Collateral; and


 


(g)          Other
Documents. Such other approvals, opinions, documents or materials as the Lender may reasonably request.


 


2.2           Conditions
of the Second Term Loan. The closing of the funding of the Second Term Loan, if any, shall be subject to satisfactory completion
of due diligence by Lender and any internal credit approval procedures of Lender, all in Lender's sole and absolute discretion.
In addition, any closing of any Second Term Loan shall be subject to such conditions as the Lender shall reasonably require, including
the conditions that (i) no Material Adverse Effect shall have occurred, (ii) no Default or Event of Default shall have occurred
and be continuing, and (iii) the Lender shall have received on or before the closing of such Second Term Loan all of the following,
in form and substance satisfactory to the Lender and in sufficient original counterparts for the Lender (except for the Second
Note, for which only one original shall be required to be delivered), duly executed by all parties thereto:


 


(a)          Second
Note and Second Warrant. The Second Note Funding Request (at least fifteen (15) Business Days prior to closing), the Second
Note, and the Second Warrant;


 



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(b)        Officer's
Certificates; Resolutions; Incumbency. A certificate of the CEO, President and CFO (or persons holding offices having substantially
the same powers) of each Borrower, certifying: (i) the names and true signatures of the officers of such Borrower authorized to
execute, deliver and perform, as applicable, this Agreement, and all other Credit Documents to be executed and/or delivered by
it hereunder; and (ii) copies of the resolutions of the Board of Directors (or similar governing bodies) of each Borrower approving
and authorizing the execution, delivery and performance by such Borrower of the Second Note and any other Credit Documents to be
executed and/or delivered by it in connection with the Second Term Loan; (iii) that the representations and warranties contained
in Article III hereof are true and correct in all material respects on and as of such date, as though made on and as of such date;
and (iv) that no Default or Event of Default exists; 


 


(c)        Collateral
Documents. To the extent required by Lender and not previously obtained, such Collateral Documents or reaffirmation of Collateral
Documents as Lender may reasonable request, in appropriate form for filing or recording, if applicable, together with:


 


(i)          executed
original instruments and documents in form acceptable for filing to perfect the security interests of the Lender in accordance
with Applicable Law, including (without limitation) any filings required to be made with the United States Patent and Trademark
Office to perfect Lender's security interest in any material copyrights or other intellectual property rights of any Borrower;


 


(ii)         evidence
that all other actions necessary or, in the reasonable opinion of the Lender, desirable to perfect and protect the Liens created
by the Collateral Documents have been taken;


 


(iii)        to
the extent not previously paid in connection with clause (i) above, funds sufficient to pay any filing or recording tax or fee
in connection with any and all UCC financing statements or similar filings, or amendments thereto, if any, in foreign jurisdictions;


 


(iv)        such
consents, estoppels, collateral assignments of leases, landlord waivers and other documents and instruments executed by landlords,
tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien,
as reasonably requested by the Lender;


 


(vi)        evidence
that all other actions necessary or, in the reasonable opinion of the Lender, desirable to perfect and protect the Liens created
by the Collateral Documents, and to enhance the Lender's ability to preserve and protect its interests in and access to the Collateral,
have been taken; and


 


(vii)     
to the extent required to perfect any security interest in the Collateral, stock or membership interests certificates representing
any pledged ownership interest in any of the Borrowers and any other direct or indirect subsidiary of any Borrower that is formed
or acquired by such Borrower after the Closing Date;


 



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(d)          Financial
Statements. Consolidated financial statements of the Borrowers, prepared in accordance with U.S. GAAP of Borrowers and dated
as of a date not more than ninety (90) days prior to the date of the Second Term Loan; and


 


(e)          Other
Documents. Such other approvals, opinions, documents or materials as the Lender may reasonably request.


 


ARTICLE III - REPRESENTATIONS
AND WARRANTIES


 


3.1         Representations
and Warranties by the Borrower. Each Borrower, jointly and severally, represents and warrants to the Lender that, both before
and after consummation of the transactions to be consummated on the Closing Date, each of the following statements is and will
be true and correct:


 


3.1.1      Existence
and Power; Capitalization.


 


(a)          Each
Borrower: (i) is an entity duly organized, validly existing and in good standing under the laws of jurisdiction of organization;
(ii) Schedule 3.1.1 to this Agreement accurately reflects the legal name and jurisdiction of organization for each of the
Subsidiaries, (iii) has the power and authority to own its assets, carry on its business and execute, deliver, and perform its
obligations under, the Credit Documents to which it is or shall become a party; (iv) has all governmental licenses, authorizations,
consents and approvals to own its assets, carry on its business and execute, deliver, and perform its obligations under, the Credit
Documents to which it is or shall become a party; (v) is duly qualified as a foreign entity, and licensed and in good standing,
under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires
such qualification or license, except where the failure to be so licensed or qualified could not reasonably be expected to have
a Material Adverse Effect; and (v) is in compliance with all Requirements of Law.


 


(b)          Each
of the Subsidiaries is a wholly-owned subsidiary of Webxu except for Lot6 LLC which is a wholly-owned subsidiary of Webxu Media.
All outstanding ownership interests of each Subsidiary are free and clear of all preemptive rights and of any Liens, restrictions
or limitations, except Liens imposed or created by the Credit Documents or imposed by applicable securities laws. No person or
entity has any option, warrant or other right to acquire any ownership interest in any Subsidiary, except as contained in the Share
Exchange Agreement dated as of November 14, 2011, by and among Webxu, Inc., Lot6 Media Inc, Evolved Technology, LLC, and
Ryan Poelman, as amended. No Person has any right to cause any Borrower
to redeem or otherwise purchase any ownership interest of such Borrower.


 


(c)          The
Subsidiaries constitute the only direct or indirect subsidiaries of any of the Borrowers.


 


3.1.2        Authorization;
No Contravention. The execution, delivery and performance by each Borrower of this Agreement and by such Borrower of any other
Credit Documents to which such Borrower is a party have each been duly authorized by all necessary corporate, limited liability
company or partnership action, and do not and will not:


 



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(a)          contravene
the terms of any of such Borrower's Organization Documents;


 


(b)          conflict
with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation
to which such Borrower is a party;


 


(c)          conflict
with any order, injunction, writ or decree of any Governmental Authority to which such Borrower or its Property is subject; or


 


(d)          violate
any Requirement of Law.


 


3.1.3       Governmental
Authorization; Third Party Consent. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority (except for recordings or filings in connection with the Liens granted to the Lender under the
Collateral Documents) or any other Person is necessary or required in connection with the execution, delivery or performance by,
or enforcement against, any Borrower of this Agreement or any other Credit Document.


 


3.1.4       Binding
Effect. This Agreement and each other Credit Document to which any Borrower is a party constitute the legal, valid and binding
obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or
by equitable principles relating to enforceability.


 


3.1.5       No
Default. No Default or Event of Default exists or would result from the incurring of any Obligations or the grant or perfection
of the Lender's Liens on the Collateral. Borrower is not in default under or with respect to any Contractual Obligation in any
respect which, individually or together with all such defaults, could reasonably be expected to have a Material Adverse Effect
or that would, if such default had occurred after the Closing Date, create or cause an Event of Default under Article VI hereof.


 


3.1.6       Title
to Properties. Each Borrower has and will have good record and marketable title in fee simple to, or valid leasehold interest
in, all Property consisting of real property, and have or will have good and marketable title to or the right to use to all Property
consisting of personal property, necessary or used in the Ordinary Course of Business, except, in either case, for defects which
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date,
none of such Property will be subject to any Liens other than Permitted Liens.


 


3.1.7       Taxes.
Each Borrower has filed all Federal, state, foreign and other tax returns and reports required to be filed, and have paid all material
Federal, state, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their
Properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings
and for which adequate reserves have been provided and no Notice of Lien has been filed or recorded. There is no proposed tax assessment
against any Borrower which could reasonably be expected have a Material Adverse Effect.


 



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3.1.8       Financial
Condition. The consolidated financial statements of Webxu (and its subsidiaries) for the fiscal years ended December 31, 2010
and for the nine months ended September 30, 2011, including the consolidated balance sheet of Webxu dated as of September 30, 2011,
present fairly in all material respects the consolidated financial condition of the Borrowers as of the dates thereof and results
of operations for the periods covered thereby. No Borrower has, and will not have, any material Indebtedness or other liabilities,
which are not reflected on the September 30, 2011, unaudited consolidated financial statements of Webxu and its subsidiaries, other
than (i) liabilities incurred in the Ordinary Course of Business since September 30, 2011, (ii) the Indebtedness incurred in connection
with Webxu's acquisition of Webxu Media and Lot6 LLC, all of which is listed on Schedule 5.5 to this Agreement, (iii) the
Indebtedness to Richardson & Patel, LLP in the aggregate principal amount of $250,000, (iv) Obligations to the Lender incurred
on the Closing Date, and (v) the Indebtedness under the Settlement Agreement dated as of January 3, 2012 by Webxu, Inc. and Bonus
Interactive Inc. with Kirkcaldy Group, LLC in the amount of $161,482.30.


 


3.1.9       Liens
of the Lender. The Liens granted to the Lender pursuant to the Credit Documents will at all times, assuming the proper and
timely filing of renewal statements for all financing statements included in the Collateral Documents and possession of items of
Collateral consisting of instruments or documents of title or certificated securities, be fully perfected first priority Liens
in and to the Collateral described therein, subject, as to priority, only to Permitted Liens with respect to the Collateral.


 


3.1.10     Litigation.
There are no outstanding orders, decrees or judgments by or with any Government Authority to which any Borrower is a party.
As of the date hereof, there are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the
knowledge of Borrowers, threatened against any Borrower, at law or in equity, by or before any Government Authority.


 


3.1.11     Compliance
with Law. The business of each Borrower is being conducted in material compliance with all Applicable Laws. No Borrower
has received any written notice from any Governmental Authority alleging any violation of any Applicable Law or directing the Borrower
to take any remedial action with respect to such law, ordinance or regulation. To the knowledge of Borrowers, no Borrower is (i)
under investigation with respect to the violation of any Applicable Law and (ii) there are no facts or circumstances that could
form the basis for any such violation.


 


3.1.12     Intellectual
Property. Each Borrower owns or has, as applicable, valid licenses to use all Intellectual Property used in or necessary for
the operations or conduct of its business (collectively, the “Borrower Intellectual Property”). To the knowledge
of each party signing on behalf of a Borrower below, the validity and/or enforceability of the Borrower Intellectual Property and
the title of ownership or rights of the Borrowers to use the Borrower Intellectual Property are not being questioned in any litigation,
action, claim, suit, proceeding, hearing, investigation, notice or complaint to which any Borrower is a party, nor, is any such
action threatened. The conduct of each Borrower's business does not infringe, misappropriate or otherwise violate the Intellectual
Property rights of any third party and no Borrower knows of any basis for any claim of infringement, misappropriation or other
violation of any third party Intellectual Property rights, and, to the knowledge of the Borrowers, there are no infringements of
the Borrower Intellectual Property by any third party. Attached hereto as Schedule 3.12 is a complete and accurate list
of all patents, trademarks, trade names and copyrights owned by any Borrower and registered with the United States Patent and Trademark
Office or any state or foreign Governmental Authority.


 



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3.1.13     SEC
and OTC Bulletin Board Compliance; Capitalization.


 


(a)          Webxu
is subject to the reporting requirements of the Exchange Act, and has, in a timely manner, filed all documents and reports that
Webxu was required to file thereunder for the two years preceding the Closing Date or such shorter time period as the Company has
been subject to such reporting requirements (the foregoing materials, together with any materials filed by the Company under the
Exchange Act, whether or not required, collectively the “SEC Documents”). The SEC Documents complied as to form
in all material respects with requirements of the Securities Act and Exchange Act and the rules and regulations of the SEC)
promulgated thereunder (collectively, the “SEC Rules”), and none of the SEC Documents and the information contained
therein, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 


(b)          Webxu's
common stock is currently quoted on the OTC Bulletin Board ("OTCBB") and Webxu is in compliance with all requirements
of the OTCBB necessary for its common stock to be eligible for quotation by a market maker on the OTCBB and has no knowledge of
any facts or circumstances and has taken no actions that could reasonably lead to its common stock becoming ineligible for continued
quotation on the OTCBB.


 


(c)          Immediately
prior to the Closing Date, the authorized capital stock of Webxu consists of 50,000,000 shares of common stock, $0.001 par value
per share, 20,965,538 shares of which were issued and outstanding. Upon issuance and payment therefore in accordance with the terms
of the Warrants, the shares of Webxu common stock issuable upon exercise of the Warrants will be duly and validly issued, fully
paid and non-assessable shares of Webxu common stock.


 


3.1.14     Full
Disclosure. To each Borrower's knowledge, the representations and warranties made by the Borrowers in this Agreement and in
the other Credit Documents, taken as a whole, do not contain or will not contain, as of the date made, any untrue statement of
a material fact or omit to state any material fact necessary to make the statements made herein and therein not misleading.


 


3.2       Representations
and warranties by the Lender. The Lender represents and warrants to the Borrower that, both before and after the consummation
of the transactions to be consummated on the Closing Date, each of the following statements is and will be true and correct:


 



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(a)          The
Lender: (i) is an entity duly organized, validly existing and in good
standing under the laws of jurisdiction of organization; and (ii) has the power and authority to own its assets, carry on its business
and execute, deliver, and perform its obligations under, the Credit Documents to which it is or shall become a party.


 


(b)          The
Lender has received a copy of the Compensation Plan (as defined in Section 5.6 below).


 


ARTICLE IV - AFFIRMATIVE
COVENANTS


 


Each Borrower covenants
and agrees that, unless the Lender shall waive compliance therewith in writing, such Borrower shall comply with the following covenants:


 


4.1         Financial
Statements. The Borrowers shall maintain a system of accounting established and administered in accordance with sound business
practices to permit the preparation of consolidated financial statements in conformity with GAAP consistently applied by Borrower
(provided that quarterly and monthly financial statements shall not be required to have footnote disclosure and shall be subject
to normal year-end adjustments).


 


4.2         Certificates;
Maximum Amount Calculation; Other Information. The Borrower shall furnish to the Lender:


 


(a)          as
soon as available, but not later than ninety (90) days after the end of each fiscal year, a copy of the internally approved annual
operating budget for the ensuing fiscal year, for Borrowers;


 


(b)          promptly,
such additional business, financial, corporate affairs and other information as the Lender may from time to time reasonably request,
which shall include monthly financial reports.


 


4.3         Notices.
The Borrowers shall promptly notify the Lender of any of the following, promptly (and in no event later than three (3) Business
Days after any Responsible Officer obtaining actual knowledge thereof):


 


(a)          the
occurrence or existence of any Default or Event of Default, or any event or circumstance that foreseeably will become a Default
or Event of Default;


 


(b)          the
occurrence or existence of any action or set of facts or circumstances that has resulted in, or is reasonably likely to result
in, a Material Adverse Effect; and 


 


(c)          any
material change in accounting policies or financial reporting practices by Borrower.


 


Each notice pursuant to
this Section shall be accompanied by a written statement by a Responsible Officer of the applicable Borrower(s) setting forth details
of the occurrence referred to therein, and stating what action Borrowers propose to take with respect thereto and at what time.
Each notice under Section 4.3(a) shall describe with reasonable specificity any and all clauses or provisions of this Agreement
or other Credit Document that have been breached or violated.


 



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4.4         Maintenance
of Property. Each Borrower shall maintain and preserve all its Property which is used or useful in its business in good working
order and condition, ordinary wear and tear excepted, and make all reasonably necessary repairs thereto and renewals and replacements
thereof, except as permitted by Section 5.2.


 


4.5         Insurance.
Each Borrower shall maintain, with financially sound and reputable independent insurers, insurance with respect to its Properties
and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. From and after
the Closing Date, Borrowers shall name Lender as an additional insured and/or beneficiary of any insurance policies on the Collateral,
either then in existence or thereinafter obtained.


 


4.6.        Compliance
with Laws. Each Borrower shall comply with all Requirements of Law of any Governmental Authority having jurisdiction over it
or its business except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect.


 


4.7         Inspection
of Books and Records. Each Borrower shall maintain proper books of record and account, in which full, true and correct entries
in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business
of Borrower. Each Borrower shall permit representatives and independent contractors of the Lender to visit and inspect any of such
Borrower’s Properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with their respective directors, officers, and independent public accountants,
at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice
to the applicable Borrower; provided, however, when an Event of Default exists the Lender may do any of the foregoing at any time
during normal business hours and without advance notice


 


4.8         SEC
Compliance and OTCBB Listing. At all times while any Obligations or Warrants remain outstanding, Webxu shall: (i) remain a
"reporting company" in good standing under the Exchange Act, (ii) in a timely manner, file all documents and reports
that Webxu is required to file under the Exchange Act or the SEC Rules and all such filings shall comply as to form in all material
respects with requirements of the SEC Rules and none of such filings and the information contained therein, as of their respective
filing dates, shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading,
and (iii) remain in compliance with all requirements of the OTCBB necessary for its common stock to be eligible for quotation by
a market maker on the OTCBB; provided, however that clause (iii) shall not apply at any time during which Webxu's common stock
is listed for trading on a national securities exchange or the Nasdaq Stock Market.


 


4.9         Further
Assurances.


 


(a)          Each
Borrower shall ensure that all written information, exhibits and reports furnished to the Lender, taken as a whole, do not and
will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary
to make the statements contained therein not misleading in any material respect in light of the circumstances in which made, and
will promptly disclose to the Lender and correct any material defect or error that may be discovered therein or in any Credit Document
or in the execution, acknowledgment or recordation thereof.


 



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(b)          Promptly
upon request by the Lender, each Borrower shall take such additional actions as the Lender may reasonably require from time to
time in order (i) to carry out more effectively the purposes of this Agreement or any other Credit Document, (ii) to subject to
the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any of the Collateral
Documents, (iii) to perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens
intended to be created thereby, (iv) to subject to first, perfected Liens in favor of the Lender all Property of such Borrower
(other than those Permitted Liens that Lender has agreed in writing may be senior in priority to the Lien of Lender in certain
Collateral), and (v) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Lender the rights
granted or now or hereafter intended to be granted to the Lender under any Credit Document or under any other document executed
in connection therewith.


 


4.10       Use
of Proceeds. The proceeds of the Initial Term Loan and Second Term Loan will be used as described in Schedule 4.10 of
this Agreement.


 


ARTICLE V - NEGATIVE
COVENANTS


 


Each Borrower hereby covenants
and agrees that, so long as any Lender shall have any commitment outstanding and in effect hereunder, or any Obligation shall remain
unpaid or unsatisfied, unless the Lender shall waive compliance therewith in writing, such Borrower shall comply with the following
covenants:


 


5.1         Limitation
on Liens. No Borrower shall, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect
to any part of its Property, whether now owned or hereafter acquired, other than the following ("Permitted Liens");


 


(a)          any
Lien existing on the Property of Borrower on the Closing Date and expressly approved by Lender in writing for these purposes, each
of which shall be listed on Schedule 5.1 attached hereto;


 


(b)          any
Lien created under any Credit Document;


 


(c)          Liens
for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty;



 


(d)          Liens
incurred and arising out of surety bonds, appeal bonds, statutory obligations, bids, performance and return of money and similar
obligations and pledges or deposits made in the Ordinary Course of Business in connection with worker compensation, unemployment
insurance, old age pensions and other social security benefits;


 



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(e)          Liens
imposed by law, including carriers', warehousemen's, mechanics', materialmen's and vendors' Liens incurred in the Ordinary Course
of Business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings;


 


(f)          Extensions
and renewals of Liens permitted hereunder; provided, however, that the then outstanding Indebtedness secured thereby is not increased
by such extension or renewal and the Lien does not encumber any Property not encumbered by the Lien so extended or renewed; and


 


(g)          Liens
securing Capital Lease Obligations, provided that each such Lien does not secure any other Indebtedness and does not encumber any
Property other than that Property acquired with the proceeds of such Indebtedness.


 


5.2         Disposition
of Property. No Borrower shall, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether
in one or a series of transactions) any Property (including accounts and notes receivable, with or without recourse) or enter into
any agreement to do any of the foregoing, except in the Ordinary Course of Business, without first obtaining Lender’s written
consent, which consent shall not be unreasonably withheld.


 


5.3.        Consolidations
and Mergers; Wholly-Owned Subsidiaries. Without first obtaining Lender’s written consent, which consent shall not be
unreasonably withheld, no Borrower shall merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether
in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired)
to or in favor of any Person. Unless first consented to in writing by Lender, which consent shall not be unreasonably withheld:
(i) each Subsidiary other than Lot6 LLC shall remain a wholly-owned subsidiary of Webxu, (ii) Lot6 LLC shall remain a wholly-owned
subsidiary of Webxu Media, and (iii) no Subsidiary shall admit as a member, shareholder, partner or owner any Person other than
Webxu.


 


5.4         Loans
and Investments; Acquisitions. Except for the commitments set forth on Schedule 5.4 to this Agreement, no Borrower shall
purchase or acquire or make any commitment therefor, any capital stock, equity interest or any obligations or other securities
of, or any interest in, any Person, or make or commit to make any Acquisitions, create any new subsidiary, or direct any revenues,
income, prospects, business, or other rights to, or make or commit to make any advance, loan, extension of credit or capital contribution
to or any other investment in, any Person, including any Affiliate of Borrower, without first obtaining Lender's written consent,
which consent shall not be unreasonably withheld, except for:


 


(a)          investments
in Cash Equivalents; and


 


(b)          extensions
of credit in the nature of accounts receivable (including, but not limited to, intercompany accounts receivable) or notes receivable
arising from the sale or lease of goods or services in the Ordinary Course of Business.


 


5.5         Limitation
on Indebtedness. No Borrower shall create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly
liable with respect to, any Indebtedness, except:


 


(a)          Indebtedness
incurred pursuant to this Agreement; and


 



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(b)          Indebtedness
existing on the Closing Date and listed on Schedule 5.5 attached hereto, and any refinancings thereof or amendments or modifications
thereto which do not have the effect of increasing the calculation of the interest rate thereunder, increasing the principal amount
thereof, or changing the amortization thereof (other than to extend the same, or to convert such Indebtedness to equity).


 


5.6         Transactions
with Affiliates; Changes in Compensation. No Borrower shall enter into any transaction with any of their respective Affiliates
which are on terms that are less favorable to such Borrower than those that would be obtainable at the time in an arms-length transaction
with any Person who is not an Affiliate; provided, however, that such restriction shall not apply to transactions made with any
other Borrower made in the Ordinary Course of Business. No Borrower shall materially increase the cash compensation payable to
any Person who is an executive officer, director or Affiliate of Webxu or any other Borrower; provided, however, that such restriction
shall not apply to (i) commercially reasonable salaries paid in the Ordinary Course of Business to full-time employees of any Borrower
who are not Affiliates or directors of any Borrower, and (ii) compensation approved by Webxu’s Board of Directors prior to
the Closing Date as part of a new compensation plan for Webxu’s management (“Compensation Plan”).


 


5.7         Contingent
Obligations. No Borrower shall create, incur, assume or suffer to exist any Contingent Obligations.


 


5.8         Restricted
Payments. Except as set forth on Schedule 5.8 to this Agreement, no Borrower shall declare or make any dividend payment
or other distribution of assets, properties, cash, Cash Equivalents, rights, obligations or securities on account of any shares
of any class of its Capital Stock, or purchase, redeem or otherwise acquire for value any shares of its Capital Stock or any warrants,
rights or options to acquire such shares, now or hereafter outstanding; provided, however, that the Subsidiaries may, with notice
to and the prior written consent of Lender (which shall not be unreasonably withheld), make distributions to Webxu (or to Webxu
Media in the case of Lot6 LLC).


 


5.9         Change
in Business. No Borrower shall engage in any material line of business substantially different from the business now being
conducted by such Borrower.


 


5.10        Changes
in Structure; Sale of Company. None of the following will be done without first obtaining Lender’s written consent, which
consent shall not be unreasonably withheld: (a) No Borrower shall make any material changes in its equity capital structure (including
in the terms of its outstanding membership interests), or amend its Organization Documents in any respect materially adverse to
the Lender or any Lender, (b) No Borrower shall sell all or substantially all of its assets, (c) No Borrower shall sell, transfer
or assign all or any portion of its ownership interests in any of the Subsidiaries, and (d) no Borrower shall form, conduct any
business through, or transfer any of its assets to, any subsidiary or other entity other than the Subsidiaries without the express
prior written consent of Lender.


 


5.11        Accounting
Changes. No Borrower shall make any significant change in accounting treatment or reporting practices, except as required by
GAAP, or change the fiscal year of such Borrower.


 



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5.12       Names;
Collateral Locations.


 


(a)          The
Borrowers maintain the Collateral at Webxu's Los Angeles, California headquarters and, if applicable, the Locations (as defined
in Section 8.1) identified in Schedule 5.12(a) of this Agreement. The Borrowers operate only under the names identified
in Schedule 5.12(b) of this Agreement. No Borrower will change its name or any of the Locations, establish any Location
or any additional place of business or adopt any new trade name unless (i) Borrowers shall give to the Lender at least sixty (60)
days' prior notice thereof, and (ii) prior to establishing such additional place of business or new trade name, Borrowers shall
execute any documents and notices reasonably required by the Lender in order to preserve the perfection of the Lender's security
interests in the Collateral.


 


(b)          No
Borrower will store, keep or maintain any Collateral consisting of Inventory, machinery or equipment or fixtures at any location
other than the Locations, except for any Collateral that has been sold in transactions otherwise permitted hereby or as the Lender
may approve from time to time in writing.


 


5.13       [Intentionally
ommitted]


 


5.14       New
Real Property Interests; Leasehold Assignments and Landlord Consents. In connection with establishment of any new place of
business or Location by any Borrower, such Borrower will use commercially reasonable efforts to obtain from any lessor of such
place of business a leasehold assignment in favor of the Lender and a landlord consent acknowledging the Lender's Liens, each in
form and substance reasonably acceptable to the Lender.


 


5.15       Debt
Coverage Ratio; Monthly Financial Statements. Borrowers will not permit the Debt Coverage Ratio to exceed 1.25 at any time.
Borrowers agree to provide Lender, on or before the 25th day following each month, unaudited financial statements prepared in accordance
with GAAP (consistently applied by Borrowers), along with a calculation of the Debt Coverage Ratio as of the date of such financial
statements, each of which shall be certified as true and correct by a Responsible Officer of Webxu. Notwithstanding anything to
the contrary herein, the working capital payment to Evolved Technology, LLC from Webxu in the amount of $861,532 shall not be included
in any Debt Coverage Ratio calculation hereunder.


 


5.16       Capital
Expenditures. Borrowers shall not make or incur during any fiscal year any obligation to make capital expenditures (including,
without limit, Capital Leases) in excess of $250,000.00 per calendar year in the aggregate.


 


ARTICLE VI - EVENTS
OF DEFAULT


 


6.1         Event
of Default. Any of the following shall constitute an "Event of Default":


 


(a)          Non-Payment.
The Borrowers fail to pay when due any amount of principal, interest, fee or other amount payable hereunder or pursuant to any
other Credit Document; or


 



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(b)          Representation
or Warranty. Any representation or warranty by any Borrower made or deemed made herein, in any Credit Document, or which is
contained in any certificate, document or financial or other statement by such Borrower or its Responsible Officers, furnished
at any time under this Agreement, or in or under any Credit Document, shall prove to have been incorrect in any material respect
on or as of the date made or deemed made; or


 


(c)          Other
Defaults. Any Borrower fails to perform or observe any other term or covenant contained in this Agreement or any Credit Document,
and such default shall continue unremedied for a period of ten (10) days after the earlier of (i) the date upon which a Responsible
Officer of such Borrower knew or should have known in the exercise of reasonable inquiry of such failure or (ii) the date upon
which written notice thereof is given to such Borrower by Lender; or


 


(d)          Cross-Default.
Any Borrower (i) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation
having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than $25,000 when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure continues after the expiration of all applicable grace or notice periods,
if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition
or covenant after the expiration of all applicable grace or notice periods, if any, or any other event shall occur or condition
exist after the expiration of all applicable grace or notice periods, if any, under any agreement or instrument relating to any
such Indebtedness or Contingent Obligation, if the effect of such failure, event or condition is to cause, or to permit the holder
or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated
maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or


 


(e)          Insolvency;
Voluntary Proceedings. Any Borrower (i) becomes insolvent or generally fails to pay, or admits in writing its inability to
pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily
ceases to conduct its business in the Ordinary Course of Business; (iii) commences any Insolvency Proceeding with respect to itself;
or (iv) takes any action to effectuate or authorize any of the foregoing; or


 


(f)          Involuntary
Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Borrower, or any writ, judgment, warrant
of attachment execution or similar process, is issued or levied against a substantial part of such Borrower's Properties, and any
such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process
shall not be released, vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) any Borrower admits
the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under
non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) any Borrower acquiesces in the appointment of a receiver, trustee,
custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial
portion of its Property or business; or


 



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(g)          Monetary
Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against any Borrower
involving in the aggregate a liability (not fully covered by independent third-party insurance) as to any single or related series
of transactions, incidents or conditions, of $25,000 or more and not covered by insurance, and the same shall remain unsatisfied,
unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof; or


 


(h)          Non-Monetary
Judgments. Any non-monetary judgment, order or decree shall be rendered against any Borrower which does or would reasonably
be expected to have a Material Adverse Effect, and there shall be any period of thirty (30) consecutive days during which a stay
of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or


 


(i)          Collateral.
Any material provision of any Collateral Document shall for any reason cease to be valid and binding on or enforceable against
any Borrower which is a party thereto or any Borrower shall so state in writing or bring an action to limit its obligations or
liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create
a valid security interest in any material amount of Collateral purported to be covered thereby or such security interest shall
for any reason fail or cease to be a perfected and first priority security interest subject only to Permitted Liens; or


 


(j)          Change
of Control. A Change of Control shall occur; or


 


(k)          Default
Under Other Facility. To the extent that any Borrower is a party to any Indebtedness, loan or credit agreement or facility,
any creditor under such Indebtedness, loan or credit agreement or facility shall declare a default thereunder, or any fact or circumstance
shall occur or continue which would constitute the basis for an event of default under any such Indebtedness, loan or credit agreement
or facility. 


 


6.2         Remedies.
If any Event of Default occurs, the Lender may:


 


(a)          declare
the unpaid principal amount of all outstanding Obligations, all interest accrued and unpaid thereon, and all other amounts owing
or payable hereunder or under any other Credit Document to be immediately due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby expressly waived by Borrowers;


 


(b)          declare
any commitment to fund the Second Term Loan terminated (if not previously closed), whereupon such commitment shall forthwith be
terminated; and


 


(c)          exercise
all rights and remedies available to it under the Credit Documents or applicable law.


 


6.3         Rights
Not Exclusive. The rights provided for in this Agreement and the other Credit Documents are cumulative and are not exclusive
of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement
now existing or hereafter arising.


 



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ARTICLE VII - MISCELLANEOUS


 


7.1           Amendment
and Waiver. Any term, covenant, agreement or condition of this Agreement, the Notes or the other Credit Documents may, with
the written consent of Borrowers and Lender, be amended in writing, or compliance therewith may be waived (either generally or
in a particular instance and either retroactively or prospectively), by the Lender. For purposes of the Credit Documents and unless
otherwise specified in writing by Webxu, a written consent of Webxu shall constitute a written consent on behalf of all Borrowers.


 


7.2           Expenses.
The Borrowers agree, whether or not the transactions hereby contemplated shall be consummated, to pay or reimburse the Lender for
all reasonable out of pocket fees and expenses (including attorney’s fees and costs) incurred in connection with this Agreement,
the Credit Documents, any due diligence investigation, and the other instruments and documents and the transactions hereby contemplated,
including, without limitation all reasonable fees, costs and expenses incurred after the Closing Date with respect to (a) the enforcement
of any provision of any such agreement or instrument or the collection of any sums due thereunder (including, without limitation,
the reasonable fees and expenses of attorneys and accountants retained by the Lender or its or their respective agents for such
purposes), (b) any proposed amendments, supplements or waivers (whether or not the same shall be signed or shall become effective)
under or in respect of any such agreement or instrument, (c) any assignment or participation of the Obligations (other than transfer
taxes, if any), or any of them, by any Note holder (including the costs of additional or supplemental documentation of the Credit
Documents and the fees of any collateral trustee), (d) any workout or restructuring of the Indebtedness or capital structure of
Borrower (whether or not the same shall be consummated or shall become effective) under or in respect of any such agreement or
instrument and any other agreements and instruments prepared in connection therewith and the consideration of any legal questions
relevant thereto, (e) all taxes and fees incurred in connection with the filing or recording of any Credit Documents, (f) all expenses
incurred in connection with the reproduction of such agreements and instruments and all stamp and other similar taxes (together
in each case with interest and penalties, if any) which may be payable in respect of the execution and delivery of such agreement
or instruments, or the issuance, delivery or acquisition by the Lender of any Note or otherwise pursuant to this Agreement, and
(g) the fees and disbursements of Jeffer, Mangels, Butler & Mitchell LLP, as counsel to the Lender, and of any special or local
counsel in connection with preparation of such agreements and instruments, the rendering of legal opinions, and the transactions
hereby and thereby contemplated (including, without limitation, in connection with any such enforcement, amendment, supplement,
waiver, workout, restructuring or consideration of legal questions), net of any such amounts paid under Section 1.5 hereof. The
obligations of Borrowers under this Section 7.2 shall survive the termination of this Agreement, the payment or transfer of any
Obligations, the enforcement of any provision hereof or thereof or collection of any amount due hereunder or thereunder, any such
amendments or waivers and any such consideration of legal questions.


 


7.3           Survival
of Representations and Warranties. All representations and warranties of Borrower contained herein or made in writing by or
on behalf of any Borrower in connection herewith, shall (i) survive the execution and delivery of this Agreement and the other
Credit Documents and the delivery of the Notes, and (ii) be deemed to be material and to have been relied upon by the Lender, regardless
of any investigation made by the Lender.


 



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7.4           Successors
and Assigns. All representations, warranties, covenants and agreements of any Borrower in this Agreement shall bind and inure
to the benefit of the respective successors and assigns of such Borrower whether so expressed or not. The provisions of this Agreement
are intended to be for the benefit of all Persons who may from time to time be Lender hereunder, and shall be enforceable by any
such holder, whether or not an express assignment to such holder of rights under this Agreement has been made.


 


7.5           Notices.
All notices and communications under this Agreement shall be in writing and shall be (a) delivered in person, or (b) mailed, postage
prepaid, either by registered or certified mail, or (e) sent by reputable overnight express carrier, or (d) sent by facsimile,
addressed or to the facsimile number, in each case, as follows:


 


	if to the Lender:	Breakwater Structured Growth Opportunities Fund L.P.
	 	2049 Century Park East, Suite 2710
	 	Los Angeles CA 90067
	 	Attn:  Saif Mansour
	 	Tel.:  (310) 479-4054
	 	Fax:  (310) 479-4056
	 	 
	 	with a copy to:
	 	 
	 	Jeffer, Mangels, Butler & Mitchell LLP
	 	1900 Avenue of the Stars, 7th Floor
	 	Los Angeles, CA 90067
	 	Attn:  Robert Steinberg
	 	Tel.:  (310) 203-8080
	 	Fax:  (310) 203-0567


 


or to such other address or facsimile number
as the Lender may have designated to Borrowers in writing; and


 


	if to Borrowers:	c/o Webxu, Inc.
	 	11999 San Vicente Boulevard, Suite 400
	 	Los Angeles, California 90049
	 	Attention: Matt Hill, CEO
	 	Tel.:  (310) 807-1765
	 	Fax:  (323) 978-1211
	 	 
	 	with a copy to:
	 	 
	 	Richardson & Patel LLP
	 	1100 Glendon Avenue, Suite 850
	 	Los Angeles, CA 90024
	 	Attn:  Peter Hogan
	 	Tel.:  (310) 208-1182
	 	Fax:  (310) 208-1154


 



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or to such other address or facsimile number
as Webxu, on behalf of such Borrower, may have designated to the Lender by such notice.


 


All notices sent pursuant
to the terms of this Section shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by
overnight, express carrier, then on the next Business Day immediately following the day timely sent for overnight delivery, (iii)
if sent by registered or certified mail, then on the earlier of the third Business Day following the day sent or when actually
received, or (iv) by facsimile transmission as long as such transmission and confirmation copy of such transmission is sent the
same day by any of the methods described in (i), (ii) or (iii) herein.


 


7.6         No
Waiver: Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Lender, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege.


 


7.7         Indemnity.
Whether or not the transactions contemplated hereby shall be consummated, Borrowers shall indemnify, defend and hold harmless the
Lender and each of Lender's officers, directors, employees, counsel, agents, representatives, and attorneys-in-fact (each, an "Indemnified
Person") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, charges, expenses or disbursements (including reasonable Attorney Costs):


 


(a)          of
any kind or nature whatsoever with respect to the execution, delivery, enforcement and administration of this Agreement and any
other Credit Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation
or proceeding (including any Insolvency Proceeding or appellate proceeding) related to this Agreement or the Obligations or the
use of the proceeds thereof, whether or not any Indemnified Person is a party thereto; and


 


(b)          which
may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation,
litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related
to any Property subject to a Lien in favor of the Lender;


 


(all the foregoing, collectively, the "Indemnified
Liabilities"); provided, that Borrowers shall have no obligation hereunder to any Indemnified Person with respect to Indemnified
Liabilities (i) arising from the gross negligence or willful misconduct of such Indemnified Person, or (ii) arising from third
party claims alleging that Lender does not have the requisite partnership, legal or regulatory authority to enter into the transactions
contemplated by this Agreement.


 


No action, except for gross
negligence or willful misconduct, taken by legal counsel chosen by the Lender in defending against any investigation, litigation
or proceeding or requested remedial, removal or response action shall vitiate or any way impair any Borrower's obligation and duty
hereunder to indemnify and hold harmless the Lender. Neither Borrowers nor any other Person is entitled to rely on any site visit,
observation, or testing by the Lender. Except as required by law, the Lender shall not be obligated to disclose to Borrowers or
any other Person any report or findings made as a result of, or in connection with, any site visit, observation, or testing by
the Lender (or any contractee of the Lender).


 



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The obligations in this
Section 7.7 shall survive payment of all other Obligations. At the election of any Indemnified Person, Borrowers shall defend such
Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person's sole discretion, at the sole cost
and expense of Borrower. All amounts owing under this Section 7.7 shall be paid within thirty (30) days after demand.


 


7.8           Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement in any number of separate counterparts, each of
which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute
but one and the same instrument. Counterparts of this Agreement may be delivered by facsimile or PDF transmission, each of which
shall constitute an original. A set of the copies of this Agreement signed by all the parties shall be lodged with each of Borrowers
and the Lender.


 


7.9           Integration
and Severability; Release. This Agreement, taken together with the other Credit Documents, embodies the entire agreement and
understanding among Borrowers (and any of them), the Lender with respect to the matters addressed herein and therein, and supersedes
all prior agreements and understandings relating to the subject matter hereof and thereof. In case any one or more of the provisions
contained in this Agreement or in any instrument contemplated hereby for such date, or any application thereof, shall be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein, and any other application thereof, shall not in any way be affected or impaired thereby. In such event, the invalid,
illegal or unenforceable provisions shall be invalidated, curtailed or limited only to the extent required to conform such provisions
to the requirements of applicable law and the affected provisions of this Agreement shall be deemed to be amended only to extent
necessary to reflect the requirements of applicable law and to effectuate the intent of the parties regarding the economics of
the invalidated provisions. Execution of this Agreement by Borrowers and the Lender constitutes a full, complete and irrevocable
release of any and all claims which any Borrower may have at law or in equity against the Lender, and that the Lender may have
at law in equity against any Borrower in respect of all prior discussions and understandings, verbal or written, relating to the
subject matter of this Agreement and the other Credit Documents.


 


7.10         Captions.
The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this
Agreement.


 


7.11         Independence
of Provisions. The parties acknowledge that this Agreement and other Credit Documents may use several different limitations,
tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative
and must each be performed, except as expressly stated to the contrary in this Agreement.


 


7.12         Interpretation.
This Agreement is the result of negotiations among and has been reviewed by counsel to each Borrower and the Lender, and is the
product of all parties hereto. Accordingly, this Agreement and the other Credit Documents shall not be construed against the Lender
merely because of the involvement Lender or its counsel in the preparation of such documents and agreements.


 



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7.13       No
Third Parties Benefited. This Agreement is made and entered into for the sole protection and legal benefit of Borrowers, the
Lender and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have
any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Credit Documents. The Lender
shall have no obligation to my Person not a party to this Agreement or other Credit Documents.


 


7.14       GOVERNING
LAW AND JURISDICTION.


 


(a)          EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE CREDIT DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED
IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES
OF AMERICA. 


 


(b)          EACH
BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN SUCH BORROWER AND LENDER PERTAINING TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS; PROVIDED,
THAT LENDER AND SUCH BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
LOS ANGELES COUNTY, CALIFORNIA; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE
TO PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER.
EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND BORROWER HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
SUCH COURT.


 


ARTICLE VIII -
DEFINITIONS


 


8.1         Defined
Terms. In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:


 



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"Acquisition"
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
by any Borrower of all or a substantial part of the assets of a Person, or of any business, division or product line of a Person,
(b) the acquisition by any Borrower of in excess of fifty percent (50%) of the Capital Stock, partnership interests or equity of
any Person or otherwise causing any Person to become a subsidiary of such Borrower, (c) a merger or consolidation or any other
combination of any Borrower with another Person (other than such Borrower or a Person that is already a subsidiary of such Borrower
at the time) provided that such Borrower is the surviving entity, or (d) a merger or consolidation or any other combination of
a subsidiary of any Borrower with another Person (other than a Person that is already a subsidiary of such Borrower at the time)
provided that such Borrower or a subsidiary shall own in excess of fifty percent (50%) of the Capital Stock or equity of such Person
or the surviving entity.


 


"Affiliate" means,
as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly,
the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of
voting securities, by contract or otherwise. Notwithstanding the foregoing, the Lender shall not be deemed an "Affiliate"
of any Borrower or of any subsidiary of any Borrower.


 


“Applicable Law”
means any federal, state or local statute, law (including common law), ordinance, regulation, order, writ, injunction, directive,
judgment or decree applicable to the parties hereto, or any of their respective Affiliates, properties, or assets, as the case
may be.


 


"Attorney Costs"
means and includes all reasonable fees and disbursements of any law firm or other external counsel, the allocated cost of internal
legal services and all disbursements of internal counsel.


 


"Bankruptcy Code"
means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended and in effect from time to time and
the regulations issued from time to time thereunder.


 


"Business Day"
means any day, other than a Saturday or Sunday, on which banks in Los Angeles, California are generally open for business.


 


"Capital Lease"
means any leasing or similar arrangement with a third party which, in accordance with GAAP, is classified as a capital lease.


 


"Capital Lease Obligations"
means all monetary obligations of Borrower under any Capital Leases which would be categorized as principal indebtedness for purposes
of GAAP.


 


"Capital Stock"
means and includes (a) any and all shares, interests, participations or other equivalents of or interests in (however designated)
corporate stock, including, without limitation, preferred or preference stock and interests in limited liability companies, (b)
all equity or ownership interests in any Person of any type, and (c) all options, warrants, stock appreciation rights or other
rights with equity features, and all rights to acquire, directly or indirectly, any of the foregoing.


 



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"Cash Equivalents"
means: (a) readily marketable obligations issued or fully guaranteed or insured by the United States Government or any agency thereof
having maturities of not more than one (1) year from the date of acquisition; (b) deposit accounts, certificates of deposit, time
deposits, repurchase agreements, reverse repurchase agreements, or bankers' acceptances, having in each case a tenor of not more
than one (1) year from the date of acquisition thereof, issued by any Qualifying Bank; (c) commercial paper of an issuer rated
at least A-1 by Standard & Poor's Corporation or P-1 by Moody's Investors Service Inc. and in either case having a tenor of
not more than six (6) months from the date of acquisition thereof and issued by a corporation (other than Borrower or any of its
Affiliates) organized under the laws of any State of the United States of America or the District of Columbia; and (d) money market
mutual funds, each with assets of at least $500,000,000, and substantially all of which assets consist of obligations of the type
included in clauses (a) through (c) above. Cash Equivalents shall at all times be denominated and payable in Dollars.


 


"Change of Control"
means that (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the
Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly (through direct
acquisition, merger, or otherwise), of 50%, or more, of the "equity security" (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act), or (b) a sale of all or substantially
all of the assets of any Borrower in one transaction or a series of transactions (other than transactions between Borrowers made
with prior written notice to Lender and which results in the transferred assets remaining as Collateral hereunder).


 


"Closing Date"
means, as applicable, (i) the date on which all conditions precedent set forth in Section 2.1 are satisfied or waived by the Lender
and on which the Initial Term Loan is funded, or (ii) the date on which all conditions precedent set forth in Section 2.2 are satisfied
or waived by the Lender and on which the Second Term Loan is funded.


 


"Code" means
the Internal Revenue Code of 1986, and regulations promulgated thereunder.


 


"Collateral"
means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Borrower as debtor in
or upon which a Lien now or hereafter exists in favor of the Lender whether under this Agreement or under any other documents executed
by any such persons and delivered to the Lender.


 


"Collateral Documents"
means, collectively, the Security Agreement, and all other security agreements, mortgages, deeds of trust, lease assignments, landlord
consents, mortgagee consents, guarantees and other similar agreements, and all amendments, restatements, modifications or supplements
thereof or thereto, between any Borrower(s) and the Lender pursuant to or in connection with the transactions contemplated hereby,
and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC or comparable law in any
applicable jurisdiction) against Borrower(s) as debtor in favor of the Lender as secured party.


 



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"Contingent Obligation"
means, as to any Person: (a) any Guaranty Obligation of that Person; and (b) any direct or indirect obligation or liability, contingent
or otherwise, of that Person: (i) in respect of any Surety Instrument issued for the account of that Person or as to which that
Person is otherwise liable for reimbursement of drawings or payments; or (ii) to purchase any materials, supplies or other Property
from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that
payment for such materials, supplies or other Property, or for such services, shall be made regardless of whether delivery of such
materials, supplies or other Property is ever made or tendered, or such services are ever performed or tendered. The amount of
any Contingent Obligation shall (subject, in the case of Guaranty Obligations, to the last sentence of the definition of "Guaranty
Obligation") be deemed equal to the maximum reasonably anticipated liability in respect thereof, and shall, with respect to
item (b)(iii) of this definition, be marked to market on a current basis.


 


"Contractual Obligations"
means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture,
mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its
Property is bound.


 


"Credit Documents"
means this Agreement, the Initial Note, the Second Note, if any, the Security Agreement, the Initial Warrant, the Second Warrant,
if any, the Collateral Documents and all other agreements, instruments or documents delivered to the Lender in connection with
transactions contemplated by this Agreement.


 


"Debt Coverage Ratio"
means, for a given calculation period, the ratio (expressed as a decimal number) of (i) EBITDA to (ii) the total interest expense
and principal payments of the Borrowers (on a consolidated basis) for such calculation period on any Indebtedness, as determined
in conformity with GAAP consistently applied by Borrower and tested on a trailing three month basis.


 


"Default" means
any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.


 


"Dollars", "dollars"
and "$" each mean lawful money of the United States of America.


 


"EBITDA" shall
mean, for any applicable period of determination, the sum of Borrowers' (on a consolidated basis) (i) net income for such period,
(ii) all federal, state, local and foreign income and corporate franchise tax expense during such period, (iii) total interest
expense (net of interest income) on any Indebtedness, and (iv) the amount of all amortization expense and depreciation expenses
for such period that were deducted in arriving at the net income for such period, all of the foregoing calculated in accordance
with GAAP consistently applied.


 


"Exchange Act"
means the Securities and Exchange Act of 1934, and regulations promulgated thereunder.


 


"GAAP" means
generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), which
are applicable to the circumstances as of the date of determination.


 



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"Governmental Authority"
means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory
authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining
to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any
of the foregoing.


 


"Guaranty Obligation"
means, as applied to any Person, any direct or indirect liability of that Person with respect to any Indebtedness, lease, dividend,
letter of credit or other obligation (the "primary obligations") of another Person (the "primary obligor")
or otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof;


 


"Indebtedness"
of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed
as the deferred purchase price of property or services (other than: [i] trade payables entered into in the Ordinary Course of Business
pursuant to ordinary terms, and [ii] ordinary accrued wages, fees and benefits due employees and consultants incurred in the Ordinary
Course of Business within the current unexpired payroll period of such Person as of any date on which Indebtedness is determined
hereunder); provided, however, that such exclusion shall not apply to the use of the term "Indebtedness" in Section 6.1(d);
(c) all non-contingent reimbursement or payment obligations with respect to Surety Instruments; (d) all obligations evidenced by
notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to Property acquired by the Person (even though the rights and
remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property);
(f) all Capital Lease Obligations; (g) all indebtedness referred to in clauses (a) through (g) above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including
accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of
such Indebtedness; (h) all Guaranty Obligations in respect of indebtedness or obligations of others of the kinds referred to in
clauses (a) through (g) above.


 


"Insolvency Proceeding"
means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit
of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors; in each case (a) and (b) undertaken under U.S. Federal, State or foreign law, including
the Bankruptcy Code.


 


“Intellectual Property”
means any and all intellectual property or similar proprietary rights recognized in any jurisdiction in the world, including systems,
trademarks, service marks, trade names, slogans, logos, designs and general intangibles of like nature, together with all applications
or registrations therefor and the goodwill of the business associated therewith, patents, patentable materials, patent applications,
formulas, procedures, methods, apparatus, ideas, creations, techniques, processes, inventions and invention disclosures (whether
patentable or unpatentable), works of authorship, copyrights and copyrightable materials, together with all applications and registrations
therefor, mask works, trade secrets, confidential or proprietary technical information, know-how, show-how, algorithms, programs,
subroutines, tools, research in progress, technology, and similar rights.


 



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"Inventory" means
"inventory" as defined in the Uniform Commercial Code in the applicable jurisdiction.


 


"Lien" means
any mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or
other) or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including
those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor
under a Capital Lease Obligation, any financing lease having substantially the same economic effect as any of the foregoing, or
the filing of any financing statement naming the owner of the asset to which such lien relates as debtor, under the UCC or any
comparable law) and any contingent or other agreement to provide any of the foregoing, but not including the interest of a lessor
under an Operating Lease.


 


"Locations" means
Borrower’s headquarters at 11999 San Vicente Boulevard, Suite 400, Los Angeles, California and any other location of Borrower
specifically identified in Schedule 5.12(a) of this Agreement).


 


"Material Adverse
Effect" means a negative result or potential result arising directly or indirectly from facts that,
in the totality of the circumstances, Lender considers substantive and germane to (i) the business, assets, operations, prospects
or financial or other condition of any Borrower, (ii) the ability of any Borrower to pay or perform in accordance with the terms
of any of their respective agreements with Lender or any other Person, (iii) the rights and remedies of Lender under any of the
Credit Documents or Collateral Documents, or (iv) the perfection or priority of any Lien granted to Lender under any of
the Collateral Documents affecting or relating to any material amount of Collateral.


 


"Notice of Lien"
means any "notice of lien" or similar document intended to be filed or recorded with any court, registry, recorder's
office, central filing office or other Governmental Authority for the purpose of evidencing, creating, perfecting or preserving
the priority of a Lien securing obligations owing to a Governmental Authority.


 


"Obligations"
means all of the Initial Note, the Second Note, the Initial Term Loan, the Second Term Loan, and other Indebtedness, advances,
debts, liabilities, obligations, covenants and duties owing by any Borrower to the Lender or any other Person required to be indemnified,
that arises under any Credit Document, whether or not for the payment of money, whether arising by reason of an extension of credit,
loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute
or contingent, due or to become due, now existing or hereafter arising and however acquired.


 


"Operating Lease"
means, as applied to any Person, any lease of Property which is not a Capital Lease.


 



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"Ordinary Course of
Business" means, in respect of any transaction involving a Borrower, the ordinary course of such Person's business, as conducted
by any such Person in accordance with past practice (or as modified pursuant to the good faith reasonable business judgment of
the Board or a Responsible Officer of such Person) and undertaken by such Person in good faith and not for purposes of evading
any covenant or restriction in any Credit Document.


 


"Organization Documents"
means, for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument
relating to the rights of preferred shareholders of such corporation, any stockholder rights agreement, and all applicable resolutions
of the board of directors (or any committee thereof) of such corporation, and for any limited liability company, the articles of
organization, any operating agreement, any member control agreement, and any other agreement, instrument or document relating to
the rights of holders of equity interests or profit interests in such limited liability company.


 


"Person" means
an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.


 


"Property" means
any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.


 


"Qualifying Bank"
means a United States commercial bank which is a member of the Federal Reserve System, has a rating of BBB or better from Moody's
Investors Services, Inc., a rating of BBB or better from Standard and Poor's Corporation, and has capital and surplus and undivided
profits in excess of $500,000,000.


 


"Requirement of Law"
means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental
Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property
is subject.


 


"Responsible Officer"
means any corporate officer of Borrower, the chief executive officer, the president, or manager or managing member of Borrower,
or any other officer having substantially the same authority and responsibility; or, the chief financial officer or the treasurer
of Borrower, or any other officer having substantially the same authority and responsibility.


 


"SEC" means the
United States Securities and Exchange Commission.


 


"Security Agreement"
means that certain Pledge and General Security Agreement executed by Borrowers to Lender, securing payment and performance of each
Borrower's Obligations under this Agreement, the form of which is attached hereto as Exhibit C and incorporated herein by
this reference.


 


"Surety Instruments"
means all letters of credit (including standby and commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.


 



    	31



    	 



    

 


"UCC" means the
Uniform Commercial Code as adopted in the State of California as of the Closing Date, and as the same may be amended from time
to time thereafter.


 


"United States"
and "U.S." each means the United States of America.


 


8.2          Other Interpretive
Provisions.


 


(a)        Defined
Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto. The meaning of defined terms shall be equally applicable
to the singular and plural forms of the defined terms. Terms (including uncapitalized terms) not otherwise defined herein and that
are defined in the UCC shall have the meanings therein described.


 


(b)        The
Agreement. The words "hereof," "herein," "hereunder" and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and subsection,
section, schedule and exhibit references are to this Agreement unless otherwise specified.


 


(c)        Certain
Common Terms. The term "documents" includes any and all instruments, documents, agreements, certificates, indentures,
notices and other writings, however evidenced. The term "including" is not limiting and means "including without
limitation."


 


(d)        Performance;
Time. Whenever any performance obligation hereunder (other than a payment obligation) shall be stated to be due or required
to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business
Day. In the computation of periods of time from a specified date to a later specified date, the word "from" means "from
and including"; the words "to" and "until" each mean "to but excluding", and the word "through"
means "to and including." If any provision of this Agreement refers to any action taken or to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect,
of taking, or not taking, such action.


 


(e)        Amendments
to Documents. Unless otherwise expressly provided herein, references to agreements and other contractual instruments, including
this Agreement and the other Credit Documents, shall be deemed to include all subsequent amendments, thereto, restatements thereof
and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and
other modifications are not prohibited by the terms of any Credit Document.


 


(f)        Laws.
References to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting the statute or regulation.


 



    	32



    	 



    

 


8.3          Accounting
Principles.


 


(a)        Unless
the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial
computations required under this Agreement shall be made, in accordance with GAAP, consistently applied. No Accounting Changes
(as hereinafter defined) shall affect the financial covenants, standards or terms contained in this Agreement; provided that Borrowers
shall include a description in each Officer's Certificate and other financial reports required to be delivered hereunder which
explains the differences between the financial statements delivered (which reflect such Accounting Changes) and the basis for calculating
financial covenant compliance (without reflecting such Accounting Changes). "Accounting Changes" means: (a) changes in
accounting principles required by GAAP and implemented by Borrowers; and (b) changes in accounting principles recommended by Borrowers’
certified public accountants.


 


(b)        References
herein to "fiscal year," "fiscal quarter" and "fiscal month" refer to such fiscal periods of Borrowers.


 


(c)        Whenever
the terms "satisfactory to the Lender," "determined by the Lender," "acceptable to the Lender," "Lender
shall elect," "Lender shall request" or similar terms are used in the Credit Documents with respect to the Lender,
except as otherwise specifically provided therein, such terms shall mean satisfactory to, at the election of, determined by, acceptable
to or requested by the Lender in its sole reasonable discretion.


 


(d)        Wherever
the term "to the knowledge of Borrowers" or "to Borrowers’ knowledge" or similar terms are used in the
Credit Documents, such term shall mean the actual knowledge of any of any officer, manager or member of Borrower.


 


(e)        Any
statements, representations or warranties that are based upon the knowledge of any Borrower shall be deemed to have been made
after a reasonably diligent inquiry by such Borrower with respect to the matter in question.


 


[Balance of page intentionally left blank; signature
page follows.]


 



    	33



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Loan Agreement to be duly executed and delivered by their duly authorized officers as of the day
and year first above written.


 


	BORROWERS:	 
	 	 
	WEBXU, INC., a Delaware corporation	 
	 	 	 
	By:	/s/ Matt Hill	 
	Name:	Matt Hill	 
	Title:	Chief Executive Officer	 
	 	 	 
	By:	/s/ Jeffrey Aaronson	 
	Name:	Jeffrey Aaronson	 
	Title:	Chief Financial Officer	 
	 	 	 
	BONUS INTERACTIVE INC., a Delaware corporation	 
	 	 	 
	By:	/s/ Matt Hill	 
	Name:	Matt Hill	 
	Title:	Chief Executive Officer	 
	 	 	 
	By:	/s/ Jeffrey Aaronson	 
	Name:	Jeffrey Aaronson	 
	Title:	Chief Financial Officer	 
	 	 	 
	WEBXU MEDIA, INC., a Delaware corporation	 
	 	 	 
	By:	/s/ Matt Hill	 
	Name:	Matt Hill	 
	Title:	Chief Executive Officer	 
	 	 	 
	By:	/s/ Jeffrey Aaronson	 
	Name:	Jeffrey Aaronson	 
	Title:	Chief Financial Officer	 


 


[Signature page to Loan Agreement


 



    	34



    	 



    

 


[Signature page to Loan Agreement continued]


 


LOT6 MEDIA, LLC, a California limited liability
company


 


	By:	/s/ Matt Hill	 
	Name:	Matt Hill	 
	Title:	Chief Executive Officer	 
	 	 	 
	By:	/s/ Jeffrey Aaronson	 
	Name:	Jeffrey Aaronson	 
	Title:	Chief Financial Officer	 


 


LENDER:


 


BREAKWATER STRUCTURED GROWTH


OPPORTUNITIES FUND, L.P.


 





	By:	Breakwater Investment Management, LLC, its General Partner
	 	 	 	 
	 	By:	/s/ Saif Mansour	 
	 	 	Saif Mansour, Managing Partner	 







 



    	35



    	 



    

 


SCHEDULE 3.1.1


 


List of Subsidiaries


 


	Name of Subsidiary	 	Jurisdiction of Formation
	Bonus Interactive Inc.	 	Delaware
	Webxu Media, Inc.	 	Delaware
	Lot6 Media, LLC (wholly owned by	 	California
	Webxu Media, Inc.)	 	 


 



    	36



    	 



    

 


SCHEDULE 3.12


 


Registered Intellectual Property


 


None.


 



    	37



    	 



    

 


SCHEDULE 4.10


 


Use of Proceeds


 


1.   Payment of
Working Capital Note from Webxu, Inc. to Evolved Technology, LLC for $861,582


2.   General working
capital needs of the Borrowers


 



    	38



    	 



    

 


SCHEDULE 5.1


 


Permitted Liens


 


1.     Obligations
arising in connection with Share Exchange Agreement dated as of November 14, 2011, by and among Webxu, Inc., Lot6 Media Inc, Evolved
Technology, LLC, and Ryan Poelman, as amended , including but not limited to that certain Promissory Note dated November 15, 2011
from Webxu, Inc. to Evolved Technology, LLC for $5,000,000 and a Promissory Working Capital Note from Webxu, Inc. to Evolved Technology,
LLC for $861,582. None of such obligations are secured by any of the assets or Property of any of the Borrowers or grants any party
other than the Borrowers the right to acquire assets or Property of any Borrower; provided, however, (i) there is a rescission
right in favor of the former owners of Lot6 Media Inc. which is not secured by any assets of the Borrowers and (ii) the disclosure
of such rescission right as a Permitted Lien herein (a) shall not be deemed to be a consent to any transfer by Borrowers of assets
or ownership interests in Webxu Media or Lot6 LLC upon exercise of such rescission rights, and (b) shall not constitute or be deemed
a waiver of any security interest or other rights that Lender has in the assets or Property of Borrowers, all of which shall remain
in effect until the Obligations have been repaid in full.


2.     Indebtedness
under the Domain Name Purchase Agreement dated as of September 29, 2010 between Websitefire, LLC and Unbent Media, Inc. as assumed
by Bonus Interactive Inc. Such Indebtedness is stated to be secured by the domain name www.paydayloan.net. Except for the security
interest granted in such domain name, none of such Indebtedness is secured by any of the assets or Property of any of the Borrowers
or grants any party other than the Borrowers the right to acquire assets or Property of any Borrower.


 



    	39



    	 



    

 


SCHEDULE 5.4


 


Excluded Loans and Investments and Acquisitions


 


1.   Any of the
following, complete and correct copies of which have been provided to Lender:


a.        Letter
of Intent dated January 6, 2012 between Webxu, Inc. and Threadpoint, LLC and Managed Media Group, LLC


b.        Letter
of Intent dated February 8, 2012 between Webxu, Inc. and Underdog Media LLC


c.        Letter
of Intent dated August 4, 2011 between Webxu, Inc. and Inbox Media LLC


2.   Any intercompany
transfers between Webxu, Lot6, Bonus Interactive and Webxu Media


 



    	40



    	 



    

 


SCHEDULE 5.5


 


Prior Indebtedness


 


1.     Obligations
arising in connection with Share Exchange Agreement dated as of November 14, 2011, by and among Webxu, Inc., Lot6 Media Inc, Evolved
Technology, LLC, and Ryan Poelman, as amended , including but not limited to that certain Promissory Note dated November 15, 2011
from Webxu, Inc. to Evolved Technology, LLC for $5,000,000 and a Promissory Working Capital Note from Webxu, Inc. to Evolved Technology,
LLC for $861,582


2.     Promissory
Note dated October 14, 2011 from Webxu, Inc. to Richardson Patel, LLP for $250,000


3.     Promissory
Note dated May 24, 2011 from Webxu, Inc. to The Westhampton Special Situations Fund, LLC for $200,000


4.     Promissory
Note dated May 24, 2011 from Webxu, Inc. to The Elevation Fund, LLC for $200,000


5.     Promissory
Note dated June 6, 2011 from Webxu, Inc. to The Daroes-Mills Investment, Ltd. for $100,000


6.     Promissory
Note dated June 9, 2011 from Webxu, Inc. to The Westhampton Special Situations Fund, LLC for $45,000


7.     Promissory
Note dated June 9, 2011 from Webxu, Inc. to The Elevation Fund, LLC for $45,000


8.     Promissory
Note dated May 24, 2011 from Webxu, Inc. to The CT Inventco, Inc. for $50,000


9.     Promissory
Note dated June 20, 2011 from Webxu, Inc. to Michael Warsinske for $10,000


10.   Promissory
Note dated June 3, 2011 from Webxu, Inc. to Harvard Developments, Inc. for $50,000


11.   Promissory
Note dated June 6, 2011 from Webxu, Inc. to The Echo Capital Growth Corporation for $50,000


12.   Promissory
Note dated July 26, 2011 from Webxu, Inc. to Kearney Properties, LLC for $180,000


13.   Indebtedness
under the Settlement Agreement dated as of January 3, 2012 by Webxu, Inc. and Bonus Interactive Inc. with Kirkcaldy Group, LLC
in the amount of $161,482.30


14.   Indebtedness
under the Domain Name Purchase Agreement dated as of September 29, 2010 between Websitefire, LLC and Unbent Media, Inc. as assumed
by Bonus Interactive Inc. in the amount of $90,000.


 



    	41



    	 



    

 


SCHEDULE 5.8


 


Excluded Restricted Payments


 


1. Any intercompany
transfers between Webxu, Lot6, Bonus Interactive and Webxu Media


 



    	42



    	 



    

 


Exhibit A


 Initial Note


 


See the form of Initial Note attached hereto


 



    	43



    	 



    

 


Exhibit B


 


Second Note


 


See the form of Second Note attached hereto


 



    	44



    	 



    

 


SENIOR SECURED PROMISSORY
NOTE


 





	$1,200,000.00	Los Angeles, California	________ __,
	201__	 	 







 


FOR VALUE RECEIVED, on
or before the applicable Maturity Date (as defined below) or such earlier dates as may be required by the terms hereof, WEBXU,
INC., a Delaware corporation (“Webxu”), each of the following direct or indirect subsidiaries of Webxu (collectively,
the "Subsidiaries"): (i) Bonus Interactive Inc., a Delaware corporation and wholly-owned subsidiary of Webxu formerly
known as Secureaquote, Inc., (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, each jointly and severally promises to pay to BREAKWATER STRUCTURED GROWTH OPPORTUNITIES
FUND, L.P., a Delaware limited partnership ("Lender"), or to its order, at its office located at 2049 Century
Park East, Suite 2710, Los Angeles, CA 90067, or at such other place as the holder hereof may designate, in lawful money of the
United State of America, in cash or immediately available funds acceptable to the holder hereof, the principal sum of __________________
DOLLARS ($__________.00), together with interest on the outstanding principal balance until paid in full in accordance with the
terms, conditions and provisions hereinafter set forth in this Senior Secured Promissory Note (this "Note") and in the
Loan Agreement (as defined below). Webxu and the Subsidiaries are sometimes collectively referred to herein as “Borrowers”
and individually as a “Borrower.”


 


1.         ORIGINAL
ISSUE DISCOUNT; FUNDING.


 


(a)       OID. Each Borrower
understands and agrees that Lender is acquiring this Note subject to an original issue discount of $__________ (the "OID").
As a result, notwithstanding anything to the contrary contained in this Note or the Loan Agreement, the face amount of this Note
exceeds the amount actually funded (the “Funded Amount”) by the amount of the OID.


 


(b)       Funding. Each
Borrower acknowledges and agrees that (i) the Funded Amount will be funded directly to Webxu, as funding agent for each of the
Borrowers, (ii) from and after the date of this Agreement, Webxu may, in its sole and absolute discretion, allocate or distribute
a portion of the Funded Amount to one or more of the Borrowers to fund such Borrower’s working capital requirements or, to
the extent permitted by the Loan Agreement (and any related subordination documents), repay certain debt, and (iii) in light of
the business relationships among the Borrowers, each Borrower is accepting joint and several liability under this Note and under
the Loan Agreement in consideration of the financial accommodations to be provided by Lender under this Note and the Loan Agreement,
which Borrowers hereby agree are for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the
undertakings of the other Borrowers to accept joint and several liability hereunder.


 



    	45



    	 



    

 


2.         SECURITY
AGREEMENT. This Note is executed and delivered by Borrowers concurrently with that certain Loan Agreement and related General
Security Agreement, both of even date herewith (collectively, the “Loan Agreement”), executed by Borrowers to and
in favor of Lender. This Note represents the Second Term Loan (as defined in the Loan Agreement) (less OID) pursuant to the terms
of the Loan Agreement. An Initial Term Loan (as defined in the Loan Agreement) was made pursuant to a separate Senior Secured
Promissory Note (the "Initial Note"). Each Borrower has granted Lender a security interest in certain of its assets
in order to secure payment of its obligations under this Note, the Initial Note and the Loan Agreement.


 


3.         INTEREST
RATE. Interest shall accrue on the unpaid principal balance of this Note, and shall be due and payable to Lender, at the rate
of twelve percent (12.0%) per annum (“Note Rate”). Interest shall be calculated based upon a 360-day year and actual
days elapsed.


 


4.         PRINCIPAL
AND INTEREST PAYMENTS. Principal and interest on this Note shall be repaid by Borrowers in thirty-six (36) equal monthly installments
of [________________________________________]and ___/100 Dollars ($__,___.__)]. Installments shall be due on the first month anniversary
of the date of this Note and on each monthly anniversary thereafter. All accrued but unpaid interest under this Note shall be due
and payable on the Maturity Date, or earlier upon acceleration of the maturity of this Note or upon prepayment of the principal
amount of this Note in full. If all indebtedness under this Note is not paid in full by the Maturity Date, interest on the unpaid
principal balance of this Note (and all accrued unpaid interest thereon) shall accrue and be due, without notice or demand, at
the Default Rate (as hereinafter defined). All payments due hereunder, including payments of principal or interest, shall be made
to the holder of this Note in United States Dollars and shall be in the form of immediately available funds acceptable to the holder
of this Note. Lender may, at its sole option, set off any and all indebtedness owing from time to time by Lender to any Borrower
against amounts that are then due and owing under this Note.


 


5.         MATURITY
DATE. The "Maturity Date" shall be thirty-six (36) months following the date of this Note. On the Maturity Date
the entire unpaid principal balance of the Note, and all unpaid accrued interest thereon, shall be due and payable without demand
or notice.


 


6.         APPLICATION
OF PAYMENTS. All payments received by Lender from or for the account of Borrowers hereunder shall be applied by Lender in
the following manner or, upon the occurrence of a Default (as hereinafter defined) in any other order or manner Lender chooses:
(i) first, to pay any and all costs, advances, expenses or fees due, owing or payable to Lender, or paid or incurred by Lender,
arising from or out of this Note and the Loan and Security Agreement, (ii) second, to pay any accrued unpaid interest due hereunder,
and (iii) third, to pay any principal amount then owing under this Note. All records of payments received by Lender shall be maintained
at Lender's office, and the records of Lender shall, absent manifest error, be binding and conclusive upon Borrowers. The failure
of Lender to record any payment or expenses shall not limit or otherwise affect the obligations of Borrowers under this Note.


 


7.         UNPAID
INTEREST AND COSTS. Interest, late charges, costs, or expenses that are not received by Lender when such interest, late charges,
costs, or expenses become due, shall, at the sole discretion of Lender, be added to the principal balance and shall from the date
due bear interest at the Default Rate (as hereinafter defined).


 



    	46



    	 



    

 


8.         NO
OFFSETS OR DEDUCTIONS. All payments under the Note shall be made by Borrowers without any offset, decrease, reduction or deduction
of any kind or nature whatsoever.


 


9.         DEFAULT.
Any one or more of the following events or occurrences shall constitute a default under this Note (hereinafter "Default"):


 


		(1)	Lender does not receive a payment in the amount and within
the time and manner as set forth herein; or



 


		(2)	An "Event of Default" or "Default"
occurs as described and defined in any of the Loan Agreement; or



 


		(3)	Any Borrower commits a default as specified in any other
obligation of such Borrower owing to Lender (including, without limitation, the Initial Note).



 


Upon the occurrence of
a Default, Lender may, in its sole and absolute discretion, declare the entire unpaid principal balance, together with all accrued
and unpaid interest thereon, and all other amounts or payments due hereunder, immediately due and payable, without notice or demand.


 


10.         DEFAULT
RATE. From and after the occurrence of any Default in this Note, whether by nonpayment, maturity, acceleration, nonperformance
or otherwise, and until such Default has been cured, all outstanding amounts under this Note (including, but not limited to, interest,
costs and late charges) shall bear interest at a per annum rate (the "Default Rate") equal to eight percentage points
(8.0%) over the Note Rate.


 


11.         LATE
CHARGES. Time is of the essence for all payments and other obligations due under this Note. Each Borrower acknowledges that
if any installment payment required under this Note is not received by Lender within five (5) days after the same becomes due,
Lender will incur extra administrative expenses (i.e., in addition to expenses incident to receipt of timely payment) and the
loss of the use of funds in connection with the delinquency in payment. Because the actual damages suffered by Lender by reason
of such administrative expenses and loss of use of funds would be impracticable or extremely difficult to ascertain, each Borrower
agrees that five percent (5%) of the amount of the delinquent installment payment, together with interest accruing on the entire
unpaid principal balance of this Note at the Default Rate, as provided above, shall be the amount of damages which Lender is entitled
to receive upon such breach, in compensation therefor. Borrowers shall, in such event, without further demand or notice, pay to
Lender, as Lender's monetary recovery for such extra administrative expenses and loss of use of funds, liquidated damages in the
amount of five percent (5%) of the amount of the delinquent payment (in addition to interest at the Default Rate). The provisions
of this paragraph are intended to govern only the determination of damages in the event of a breach in the performance of Borrowers
to make timely payments hereunder. Nothing in this Note shall be construed as in any way giving Borrowers the right, express or
implied, to fail to make timely payments hereunder, whether upon payment of such damages or otherwise. The right of Lender to
receive payment of such liquidated and actual damages, and receipt thereof, are without prejudice to the right of Lender to collect
such delinquent payments and any other amounts provided to be paid hereunder or under the Loan Agreement, or to declare a default
hereunder or under the Loan Agreement.


 



    	47



    	 



    

 


12.         PREPAYMENT
OF PRINCIPAL; INTEREST. Borrowers may prepay all or any portion of the principal amount of this Note. Concurrently with any
prepayment of the unpaid principal balance of this Note, Borrowers shall pay to lender all accrued unpaid interest under this Note.


 


13.         COSTS
AND EXPENSES. Borrowers hereby jointly and severally agree to pay any and all costs and expenses paid or incurred by Lender
by reason of, as a result of, or in connection with, this Note or the Loan Agreement, including, but not limited to, attorneys'
fees and related costs whether such costs or expenses are paid or incurred in connection with the enforcement of this Note or the
Loan Agreement, the protection or preservation of the collateral or security for this Note or any other rights, remedies or interests
of Lender, whether or not suit is filed. Each Borrower’s agreement to pay any and all such costs and expenses includes, but
is not limited to, costs and expenses incurred in enforcing any judgment obtained by Lender and in connection with any and all
appeals therefrom. All such costs and expenses are immediately due and payable to Lender by Borrowers, whether or not demand therefor
is made by Lender.


 


14.         WAIVERS.
Each Borrower hereby waives grace, diligence, presentment, demand, notice of demand, dishonor, notice of dishonor, protest, notice
of protest, any and all exemption rights against the indebtedness evidenced by this Note and the right to plead any statute of
limitations as a defense to the repayment of all or any portion of this Note, and interest thereon, to the fullest extent allowed
by law, and all compensation of cross-demands pursuant to California Code of Civil Procedure section 431.70. No delay, omission
or failure on the part of Lender in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy
or of any other right or remedy of Lender.


 


15.         MAXIMUM
LEGAL RATE. The parties to this Note intend and agree that the indebtedness evidenced by this Note and the Loan Agreement is
and shall remain exempt from the usury provisions of the California Constitution, including, without limitation, by virtue of the
provisions of California Corporations Code Section 25118(b). This Note and the Loan Agreement are subject to the express condition
that at no time shall any Borrower be obligated, or required, to pay interest on the principal balance at a rate which could subject
Lender to either civil or criminal liability as a result of such rate being in excess of the maximum rate which Lender is permitted
to charge. If, by the terms of this Note, Borrowers are, at any time, required or obligated to pay interest on the principal balance
at a rate in excess of such maximum rate, then the rate of interest under this Note shall be deemed to be immediately reduced to
such maximum rate, and interest payable hereunder shall be computed at such maximum rate, and any portion of all prior Interest
payments in excess of such maximum rate shall be applied, and/or shall retroactively be deemed to have been payments made, in reduction
of the principal balance.


 



    	48



    	 



    

 


16.         AMENDMENT.
This Note may be amended, changed, modified, terminated or canceled only by a written agreement signed by the party against whom
enforcement is sought for any such action.


 


17.         GOVERNING
LAW AND JURISDICTION. IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA. EACH BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN LOS
ANGELES COUNTY IN THE STATE OF CALIFORNIA SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG
BORROWER(S), ON THE ONE HAND, AND LENDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR TO ANY MATTER ARISING OUT OF OR RELATED
TO THIS NOTE; PROVIDED, THAT BORROWER ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF SAID COUNTY; AND FURTHER PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE
LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION WHERE NECESSARY TO COLLECT THE OBLIGATIONS, TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
LENDER. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH
COURT, AND EACH BORROWER HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE
OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY
SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO SUCH BORROWER AT BORROWER’S ADDRESS SET FORTH IN THE LOAN AND SECURITY AGREEMENT AND THAT SERVICE SO MADE
SHALL BE DEEMED COMPLETED UPON THE EARLIER OF EACH ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE U.S. MAIL, PROPER
POSTAGE PREPAID.


 



    	49



    	 



    

 


 


18.         AUTHORITY.
Each Borrower, and each person executing this Note on such Borrower's behalf, hereby represents and warrants to Lender that, by
its execution below, such Borrower has the full power, authority and legal right to execute and deliver this Note and that the
indebtedness evidenced hereby constitutes a valid and binding obligation of such Borrower without exception or limitation.


 


[Signature pages follow]


 



    	50



    	 



    

 


IN WITNESS WHEREOF, each
Borrower has executed this Senior Secured Promissory Note on the day and year first above written.


 


	WEBXU, INC., a Delaware corporation	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	BONUS INTERACTIVE INC., a Delaware corporation	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 



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	WEBXU MEDIA, INC., a Delaware corporation	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	LOT6 MEDIA, LLC, a California limited liability company	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 



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Exhibit C


 


Pledge and General Security Agreement


 


See attached form of Pledge and General Security
Agreement


 



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Exhibit D


 


Form of Warrant


 


See attached form of Warrant.


 



    	54