UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31

, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 000-54887

BRIGHT MOUNTAIN MEDIA, INC.

(Exact name of registrant as specified in its charter)

Florida	27-2977890
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)

6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: 561-998-2440

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	Not applicable

Securities registered under Section 12(g) of the Act:

Common stock, par value $0.01 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.4.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large - accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large- accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $6,959,173 on June 30, 2025.

As of March 19, 2026, we had 181,032,929 shares of our common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

		Page No.
	Part I
Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	27
Item 1C.	Cybersecurity	27
Item 2.	Properties	27
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosures	28
	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Reserved	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 8.	Financial Statements and Supplementary Data	42
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	42
Item 9A.	Controls and Procedures	43
Item 9B.	Other Information	44
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	44
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	45
Item 11.	Executive Compensation	47
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
Item 13.	Certain Relationships and Related Transactions, and Director Independence	52
Item 14.	Principal Accounting Fees and Services	53
	Part IV
Item 15.	Exhibits and Financial Statement Schedules	54

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K for the year ended December 31, 2025 (this “Annual Report on Form 10-K”) contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "will be," "will continue," "will likely result," “would, “could” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in forward-looking statements. Factors that could cause or contribute to such differences in our actual results include those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed under the caption "Risk Factors" in Item 1A and those discussed in other documents we file with the Securities and Exchange Commission (the "SEC"). Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or update forward-looking statements, except as required by law.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

This business description should be read in conjunction with our audited consolidated financial statements and accompanying notes thereto appearing elsewhere in this Annual Report on Form 10-K, which are incorporated herein by this reference.

Unless specifically set forth to the contrary, when used in this Annual Report on Form 10-K the terms “Bright Mountain,” the “Company,” “we,” “our,” “us,” and similar terms refers to Bright Mountain Media, Inc., a Florida corporation, and our subsidiaries.

Business Overview

Organization and Nature of Operations

Bright Mountain Media, Inc. (together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) is an end-to-end marketing services company that helps brands with the right audiences, at the right time, with the right message, both effectively and efficiently by removing the middlemen in the marketing workflow. Our end-to-end offerings combine consumer insights with creative services, media services, and advertising technology to deliver solutions to improve audience fidelity for brands. We focus on digital publishing, advertising technology, consumer insights, creative services, and media services.

Digital Publishing

Our digital publishing division focuses on developing content that attracts an audience and monetizes that audience through advertising. The current portfolio of owned and operated websites is focused on moms, parenting, families, and more broadly, women. The portfolio consists of popular websites including Mom.com, Cafemom.com, LittleThings.com, and MamasLatinas.com. This demographic is highly sought after by brands and their advertising agencies. We use internal and external technologies to constantly improve the effectiveness and efficiency of the content we create. Our publishing division monetizes its audiences through both direct and programmatic advertising sales.

Advertising Technology

Our advertising technology, or AdTech, division focuses on delivering targeted ads to audiences on owned and operated sites as well as third-party publishers in a cost-effective manner through the deployment of proprietary technologies. By developing our own proprietary technology stack, we are able to pass along efficiencies to both the demand and supply side of the ecosystem. Our goal is to enable and support a streamlined, end-to-end advertising model that addresses both demand (buy side) and publisher supply (sell side) programmatic sales and delivery of digital advertisements using an array of audience targeting tools and advertising formats (display, audio, video, CTV, in-app). Programmatic advertising relies on software programs that leverage data and proprietary algorithms to match the optimal selection of an ad with a bid price offered by advertisers.

Consumer Insights

Our consumer insights division focuses on providing primary and secondary research, and competitive intelligence to address customers' strategic issues. We provide cutting-edge and dynamic research, offering clients a comprehensive perspective on their consumers. This insight extends to strategic guidance on the optimal timing and channels to effectively connect with target audiences. Our cutting-edge approach combines advanced data analytics, artificial intelligence, and comprehensive market research, to uncover actionable insights that drive informed decision-making.

Creative Services

Our creative services division transforms data into award-winning campaigns. We are uniquely able to leverage insights teams with highly strategic media planning and buying teams to ensure brands not only position their advertising precisely, but also yield impactful business results. Our goal is to combine data-driven decisions with creativity fueled by a deep understanding of modern culture.

Media Services

Our media services division focuses on advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns. Our aim is to empower clients to access the most sought-after advertising spaces across diverse platforms tailored to their specific needs and preferences. Our data-driven approach aims to ensure that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and ROI. Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us a valuable partner in the success of our clients' advertising and marketing endeavors.

The Company generates revenue through:

the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;
fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");
serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of marketing campaigns;
providing primary and secondary research, and competitive intelligence to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research; and
provision of creative and media services to advertisers.

Our Strategy

Leveraging technology, data and insights to power customers’ creative and media strategies.

We Are Built on Advertising Technology

Innovative advertising technology built for modern digital media audiences. Our mission is to transform programmatic advertising through more sophisticated technology—with simpler, more straight-forward integrations—and a culture of true partnership.

We are Powered by Our Data Driven Insights

Our global research and analytics division uncovering not just the ‘what’ but the ‘why’ behind customer behavior, supporting clients’ insights needs with agile tools, CX research, branding, product innovation, data analytics, and more. We go beyond research to deliver integrated expertise and products that fine tune your data strategies, drive bottom line growth, and differentiate in today’s marketplace. Through collaboration with your teams to uncover the human truths that help you activate insight and accelerate growth.

We Are Creatives in Love with Our Craft

A modern creative and media shop that positions brands to be lifted by their audiences with contextually crafted work in social, digital, and traditional channels. We aim to understand what is happening now in humanity and culture and getting prepared for what's next.

We Are The Authority On Moms And Motherhood

Our publishing division offers global reach through our engaging content and multicultural audiences. We are here for mom throughout her motherhood journey. We aim to help families raise happy, kind and confident kids, and deliver diverse voices and perspectives on motherhood.

Market Challenge

According to eMarketer's report, "Advertising Trends to Watch in 2025", published November 2024, after a strong year of digital ad spending growth, advertisers, large platforms, and smaller publishers alike will confront challenges arising from generative AI and pending antitrust cases. Digital ad spending should surpass $348.0 billion in 2025 and account for 81.9% of all ad spending.

According to eMarketer's Report, "US Ad Spending 2025", published April 2025, unstable economic conditions and the unexpected magnitude of new US tariffs, have led to heightened uncertainty for advertising spend. Best-case scenarios are 6.7% growth for total media ad spending and 11.8% for digital, while worst-case scenarios are 0.4% decline for total ad spending and 4.6% growth for digital. Display and video remain the most popular format for digital ad spending, due largely to social media and connected TV ("CTV"). Search ad spending trends fare better during periods of economic strain, but the display/search share split is expected to hold steady through the turbulence.

Industry Outlook

Impact on the U.S. Market

In April 2025, a report was published by the Interactive Advertising Bureau ("IAB") titled "Internet Advertising Revenue Report, Full-Year 2024 Results". The report reflected how the digital advertising industry continued to grow in 2024, with ad revenue climbing to a record $258.6 billion, a 14.9% year-over-year increase from 2023. This growth was fueled in part by the presidential election cycle and an Olympics year, both of which historically drive higher ad spend. Despite microeconomic challenges such as rising inflation, interest rates, and sector job cuts, the U.S. digital ad market remained strong, underscoring its adaptability and long-term stability in an evolving economic landscape.

Digital video revenues showed the strongest growth, while search revenues continued to grow and maintained the highest market share. Digital video revenues increased 19.2% year-over-year to $62.1 billion, accounting for 24.0% of total ad revenue. Search advertising remained the industry's largest segment, reaching $102.9 billion, growing 15.9% year-over-year, maintaining 39.8% market share. Display advertising revenues increased 12.4% year-over-year, reaching $74.3 billion, compared to a 4.0% growth in 2023. Podcast advertising revenues increased 26.4% year-over-year, compared to a 5.5% growth in the prior year. Programmatic advertising revenue reached $134.8 billion, an increase of 18.0% from 2023.

Internet advertising revenues increased 14.9% year-over-year between 2023 and 2024, to reach their highest recorded level of $258.6 billion.

Following a slowdown in 2023, social media advertising revenues grew 36.7%. This increase signals a renewed advertiser confidence in social platforms in part due to election spending and the popularity of commerce and social, alongside work with creators to amplify brand message.

Retail media network advertising revenues also continued to show strong signs of growth in 2024, increasing to 23.0% year-over-year, totaling $53.7 billion. Given the expansion in recent years, current revenue trajectory suggests strong long-term growth potential, positioning retail media networks as a key pillar in the future of performance-driven advertising.

With increasing emphasis on privacy and regulation, the IAB indicated that they expect businesses to adapt their strategies to a privacy-by-design ecosystem and leverage advanced targeting capabilities to reach audiences at scale. Retail media networks are evolving through strategic cross-platform partnerships, improvement measurement capabilities, and the adoption of industry standards. These shifts are complimented by the integration of GenAI, which streamlines existing creative processes and enhances operational efficiencies.

Impact on the Worldwide Market

In January 2025, eMarketer published a report titled "Worldwide Ad Spending Forecast 2025". The report stated that worldwide ad spend would cross the $1 trillion threshold in 2025. Digital ad spend would account for more than 75% of the worldwide total for the first time; the milestone arriving two years earlier than expected, due to digital ad spending consistent over-performance. Digital spending is expected to cross the $1 trillion mark in 2028.

Digital advertising spend is highest in China and North America, but growth is also coming from India and Western Europe. Market share in China of 86.1% and the U.S. of 81.9% are primarily responsible for digital ad spending growth. Retail media ad spending is growing faster than other formats at the worldwide level, making up 22.4% of digital ad spending in 2025. Retail media's 17.4% increase in 2025 exceeds the growth rate for traditional search of 12.2% and display of 13.3%.

Digital Ad Spending Worldwide, 2022–2028<br><br>billions, % change and % of total media ad spending

Note: includes advertising that appears on desktop and laptop computers as well as mobile phones, tablets, and other internet-connected devices, and includes all the various formats of advertising on those platforms<br><br>Source: eMarketer Forecast, Nov 2024
288796	www.eMarketer.com

Intellectual Property

We currently rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on the proprietary rights of others. We also enter into proprietary information and confidentiality agreements with our employees, consultants and commercial partners and control access to, and distribution of, our software documentation and other proprietary information.

Technology and Product Platforms (Including URLs)

Our top technical priorities are the security of our systems and the fast and reliable delivery of pages and ads to our users. Our systems are designed to handle processing of personal data, as well as traffic and network growth. We rely on multiple tiers of redundancy/failover and, with respect to our AdTech business, third-party content delivery networks to achieve our goal of 24 hours-a-day, seven-days-a-week uptime. Regular automated backups protect the integrity of our data. Our servers are continuously monitored by numerous third-party and open-source monitoring and alerting tools.

Competition

We compete with other companies that have significantly greater financial, technical, marketing, and distribution resources.

Most of our competitors have significantly greater financial, technical, marketing and distribution resources as well as greater experience in the industry. There are no assurances we will ever be able to effectively compete in our marketplace. Our websites, ad technology, and monetization solutions may not be competitive with other technologies and/or our websites, ad technology, and monetization solutions may be displaced by newer technology. If this happens, our sales and revenues will likely decline. In addition, our current and potential competitors may establish cooperative relationships with larger companies, to gain access to greater development or marketing resources. Competition may result in price reductions, reduced gross margins and loss of market share.

Customers

Our customers are advertisers, advertising agencies and advertising service organizations. For the year ended December 31, 2025, two customers represented 13.6% and 11.9% of our revenue, respectively, and for the year ended December 31, 2024, one customer represented 12.2% of our revenue. These customers have the option to cancel their agreements with us by providing advance written notice with the time-period required for the advance notice being not longer than 30 days.

Regulatory Environment

Interest-based advertising, or the use of data to draw inferences about a user’s interests and deliver relevant advertising to that user, has come under increasing scrutiny by legislative, regulatory, and self-regulatory bodies in the U.S. and abroad that focus on consumer protection or data privacy. In particular, this scrutiny has focused on the use of cookies and other technology to collect or aggregate information about internet users’ online browsing activity. Because some of our service offerings rely upon large volumes of such data collected primarily through cookies, it is essential that we monitor developments in this area domestically and globally, and engage in responsible privacy practices, including providing consumers with notice of the types of data we collect and how we use that data to provide our services.

We rely on IP addresses, geo-location information, and persistent identifiers about internet users and do not attempt to associate this data with other data that can be used to identify real people. This type of information is considered personal data in some jurisdictions or otherwise may be the subject of future legislation or regulation. The definition of personal data varies by state and country and continues to evolve in ways that may require us to adapt our practices to avoid violating laws or regulations related to the collection, storage, and use of consumer data. For example, some European countries consider IP addresses or unique device identifiers to be personal data subject to heightened legal and regulatory requirements. As a result, our technology platform and business practices must be assessed regularly in each country in which we do business.

Nineteen U.S. states have passed comprehensive privacy laws aimed at protecting consumer privacy rights, and a federal consumer privacy law has also been proposed. For example, California has adopted the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act (the “CPRA”), which is intended to protect consumer privacy rights, and, among other things, provide California residents with the ability to know what information companies collect about them, to request, in certain circumstances, the deletion of such information, and to affirmatively opt out of the sale or “sharing” of their personal information. The CPRA established the California Privacy Protection Agency (the “CPPA”) to oversee enforcement of and compliance with the CCPA. The CPPA is currently in the process of issuing guidance and interpreting the regulations, and as such we cannot yet predict the full impact of the CCPA, as amended by the CPRA, or any rules or regulations promulgated thereunder, nor can we predict the full impact of any interpretations thereof.

There are also several specific foreign laws and regulations governing the collection and use of certain types of consumer data relevant to our business.

For instance, the use and transfer of personal data in the European Union (the "EU") member states is currently governed under the General Data Protection Regulation (“GDPR”), which became effective in May 2018. The GDPR sets out liabilities for certain data protection violations, as well as a greater compliance burden for us in the course of delivering our solution in Europe. Among other requirements, the GDPR obligates companies that process large amounts of personal data about EU residents to implement a number of formal processes and policies reviewing and documenting the privacy implications of the development, acquisition, or use of all new products, technologies, or types of data. Further, the EU is expected to replace the EU Cookie Directive governing the use of technologies to collect consumer information with the EU ePrivacy Regulation. The EU ePrivacy Regulation proposes burdensome requirements around obtaining consent and imposes fines for violations that are materially higher than those imposed under the EU Cookie Directive.

Additionally, our compliance with our privacy policy and our general consumer privacy practices are also subject to review by the Federal Trade Commission and state regulators, which may bring enforcement actions to challenge allegedly unfair and deceptive trade practices, including the violation of privacy policies and representations therein. Certain State Attorneys General may also bring enforcement actions based on comparable state laws or federal laws that permit state-level enforcement. Outside of the U.S., our privacy and data practices are subject to regulation by data protection authorities and other regulators in the countries in which we do business.

Human Capital

Because of the service nature of our business, the quality of personnel is of crucial importance to our continuing success and our employees, including creative, digital, research, media and account specialists, and their skills and relationships with clients, are among our most valuable assets. There is keen competition for qualified employees.

As of December 31, 2025, we had 107 employees, all of which were employed in the U.S.

We employ a balanced approach in managing our human capital resources. Depending on where a human-capital management function is most effective or efficient, processes are either managed at the Company level or designated to our subsidiary operating units to adopt strategies appropriate for their client sector, workforce makeup, talent requirements and business demands.

The Company retains oversight of all human capital resources and activities, setting standards, providing support and policy guidance, and sharing programs. At the corporate center, centralized human capital management processes include development of human resources governance and policy; executive compensation for senior leaders across the Company; benefits programs; performance planning, development and retention of the Company’s senior executives and key roles in the operating units; and executive development.

The Company sets specific standards for human capital management and, on a yearly basis, assesses each operating unit’s performance in managing and developing its workforce. We undertake human capital initiatives with the aim of ensuring that employees have the high level of competence and commitment our business needs to succeed. We assess our operating units against their efforts in the areas of people development, diversity and inclusion, performance management, talent acquisition and organization development in order to drive or support the units’ strategic business and growth goals. Accordingly, the operating units create and deploy skills-training programs, management training, employee goal-setting and feedback platforms, applicant-tracking systems, new-employee onboarding processes, and other programs intended to enhance the performance and engagement of the workforce.

Diversity, Equity and Inclusion are essential priorities for the Company. Our goal is that our talent represents the diversity of our communities and consumers, with a corporate culture that drives belonging, well-being and growth. We believe that such a workplace will enable us to provide cultural insights to help our clients make authentic and responsible connections with their customers.

The Company has a 401(K) plan that covers employees that have reached 18 years of age upon commencement of employment. The plan provides for voluntary employee contribution through salary deductions. For the year ended December 31, 2025, and 2024, there were no employer contributions made.

History of Our Company

We were organized as a Florida corporation in 2010 but remained a development stage company until 2013, when we changed our name to Bright Mountain Holdings, Inc., and began building our digital marketing brand in 2014. In 2015, we changed our name again to Bright Mountain Acquisition Corporation, and then to Bright Mountain Media, Inc., as we began acquiring businesses, including e-commerce businesses, and implementing our strategy to transform into a digital publishing and advertising technology holding company. During 2018, we discontinued our e-commerce product sales segment to focus entirely on the advertising segment. In 2020, we acquired Wild Sky Media in the digital publishing area consistent with our strategy to transform into a digital publishing and advertising technology holding company. In 2023, we expanded our focus when we completed the acquisition of two business units of Big Village (Big Village Insights, Inc and Big Village Agency LLC, (together, the “Big Village Entities”)). Through these acquisitions, we have now expanded how we connect with our customers focusing on advertising technology, consumer insights, creative services, and media services. We currently have eight subsidiaries: Deep Focus Agency, LLC, MediaHouse, Inc., BV Insights, LLC, CL Media Holdings, LLC, Bright Mountain, LLC d/b/a BrightStream, Oceanside Media, LLC, Slutzky & Winshman, Ltd., and Wild Sky Media Co. Ltd. During the year ended December 31, 2023, we terminated the operations of Mediahouse, Inc. and Slutzky & Winshman Ltd, which are located in the United States and Israel, respectively. At December 31, 2025, these two entities held no employees but had not been dissolved. During the year ended December 31, 2024, Wild Sky Media Co. Ltd., which is located in Thailand, ended its operations. At December 31, 2025, this entity held no employees, but had not yet been dissolved.

Our principal executive offices are located at 6400 Congress Avenue, Suite 2050, Boca Raton, FL 33487, and our telephone number is (561) 998-2440.

Available Information

The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Investor Relations” section of the Company’s website, www.brightmountainmedia.com, as soon as reasonably practical after they are filed with the Securities and Exchange Commission (“SEC”). The SEC maintains a website, www.sec.gov, which contains periodic reports, proxy and information statements, and other information filed electronically with the SEC by the Company. The information on, or that can be accessed through our website is not incorporated by reference in, or considered part of, this Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

Our business, financial condition, results of operations, prospects and the prevailing market price and performance of our common stock may be adversely affected by a number of factors, including the factors discussed below. You should carefully consider the risk factors set forth below and elsewhere in this Annual Report on Form 10-K, together with all the other information included in this Annual Report on Form 10-K. The risks and uncertainties described in this Annual Report on Form 10-K or in any document incorporated by reference herein are not the only risks and uncertainties that we face. Additional risks that are not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business. If any of the following risks and uncertainties develop into actual events, our business, financial condition, results of operations, prospects or the prevailing market price and performance of our common stock could be materially adversely affected, and you could lose your entire investment in our Company.

Summary of Principal Risk Factors

Risks Relating to Our Financial Condition and Indebtedness

We have a history of losses.
We may not be able to refinance, extend or repay our substantial indebtedness owed to Centre Lane Partners ("Centre Lane") which would have a material adverse effect on our financial condition and ability to continue as a going concern.
Our secured indebtedness may impair our ability to operate our business.
We have depended upon sales of equity securities and borrowings under the Centre Lane Senior Secured Credit Facility to provide operating capital.
Our economic performance has raised substantial doubt about our ability to continue as a going concern.
We are continuing to remediate significant deficiencies in our internal controls, and if we fail to establish and maintain adequate internal control over our financial and management system, our ability to accurately and timely report our financial results could be adversely affected, resulting in errors in our financial reporting, which could cause a loss of investor confidence.
We depend upon a substantial portion of our revenues from a limited number of customers.
We are subject to seasonal fluctuations in our revenues in future periods.
Our cash could be adversely affected if the financial institutions in which we hold our cash fail.

Risks Related to Our Operations

Past acquisitions and any future acquisitions, joint ventures, strategic alliances or similar transactions may not perform as expected.
The acquisition of new businesses is costly, and these acquisitions may not enhance our financial condition.
If we fail to detect advertising fraud or other actions that impacts our advertising campaign performance, we could harm our reputation with advertisers or agencies, which would cause our revenue and business to suffer.
If advertising on the internet loses its appeal, our revenue could decline.
Our success is dependent in part upon our ability to effectively expand and manage our relationships with our publishers.
Online security breaches or other disruptions of our information technology systems could harm our business.
We must generate high quality content in order to attract and retain users, advertisers and strategic buyers.
We may expend significant resources to protect our content or to defend claims of infringement by third parties, and if we are not successful, we may lose the rights to use material or be required to pay significant fees.
Failure to protect our intellectual property rights or claims by others that we infringe their intellectual property rights could substantially harm our business.

Developing and implementing new and updated applications, features and services for our websites may be more difficult than expected, may take longer and cost more than expected and may not result in sufficient increases in revenue to justify the costs.
If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired.
If we are unable to respond to rapid technological change, our products and services could become obsolete, and our reputation could suffer.
Our ability to deliver our content depends upon the quality, availability, policies and prices of certain third-party service providers.
We may be held liable for content or third-party links on our website or content distributed to third parties, and our general liability insurance may not be adequate to compensate us for all liabilities to which we are exposed.
We depend on our senior management team and other key employees, and the loss of any of them could harm our business.
We must hire, integrate and/or retain qualified personnel to support our business.
We deliver advertisements to users from third-party advertising services, which exposes our users to content and functionality over which we do not have ultimate control.
Our services may be interrupted if we experience problems with our network infrastructure.
Our systems may fail due to natural disasters, telecommunications failures and other events, any of which would limit user traffic.
We are unable to predict the impacts of any potential pandemic or outbreak of disease on our business.
Privacy violations could impair our business.
We are subject to several regulatory risks, and any failure to comply with various regulations could adversely impact our business.
Litigation is both costly and time-consuming, and there is no certainty of a favorable result.
Our industry is intensely competitive, and if we do not effectively compete against current and future competitors, our business, results of operations and financial condition could be harmed.
We may be adversely affected by the effects of inflation.
Our platform relies on third-party open source software components.
The effectiveness of certain services we offer depends on our ability to collect and use online data.
The rejection of digital advertising by consumers, through opt-in, opt-out or ad-blocking technologies or other means or the restriction on the use of third party-cookies, mobile device identifiers or other tracking technologies, could adversely affect our business, results of operations, and financial condition.
If ad formats and digital device types develop in ways that prevent advertisements from being delivered to consumers, our business, results of operations, and financial condition may be adversely affected.
Our intellectual property rights may be difficult to enforce and protect, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and having an adverse effect on our business, results of operations, and financial condition.
We could experience a decline in renewals or demand for our subscription-based research services.
We may be unable to develop and offer new research products and services.
Our creative advertising services division may not be able to remain competitive or retain key clients.
Rapid changes in technology, including advancements in artificial intelligence, and intense competition in our markets could adversely affect our business.

Risks Related to the Ownership of Our Securities

There is a limited public market for our common stock and such market may become more limited if our common stock is moved to the OTCID Basic Market tier of the OTC Markets Group.
We have outstanding options and warrants to purchase approximately 6% of our outstanding common stock, which will have a dilutive effect on our existing shareholders if converted or exercised.
The concentration of stock ownership and control by Centre Lane, and our debt transaction with Centre Lane, may cause conflicts of interests that may adversely affect us.
Some provisions of our charter documents and Florida law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders and may prevent attempts by our shareholders to replace or remove our current management.
Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control.
We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
We may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

RISKS RELATING TO OUR FINANCIAL CONDITION AND INDEBTEDNESS

We have a history of losses.

We incurred significant net losses for the years ended December 31, 2025, and 2024, and at December 31, 2025, we had a significant accumulated deficit. There is substantial doubt that we will be able to significantly increase our revenues and gross profit to a level which supports profitable operations and provides sufficient funds to pay our operating expenses and other obligations as they become due. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring all strategic alternatives, including restructuring or refinancing its debts, seeking additional debt, such as borrowings under the Centre Lane Senior Secured Credit Facility or seeking equity capital. The ability to access the capital market is also dependent on the stock volume and market price of the Company's stock, which cannot be assured. The Company may need to pursue other measures including reducing or delaying certain business activities, reducing general and administrative expenses, and reducing its headcount.

We may not be able to refinance, extend or repay our substantial indebtedness owed to Centre Lane, which would have a material adverse effect on our financial condition and ability to continue as a going concern.

We anticipate that we will need a significant amount of cash in the near future in order to repay the portion of our outstanding debt obligations owed under the Centre Lane Senior Secured Credit Facility as and when they mature. As of December 31, 2025, we owed Centre Lane $86.1 million under the Centre Lane Senior Secured Credit Facility. Of this amount, $1.8 million is due on March 31, 2026, $1.4 million is due on June 30, 2026, and $1.4 million is due on September 30, 2026. The remaining balance of $81.5 million is due on December 20, 2026. If we have insufficient cash to pay these amounts, and we are otherwise unable to extend the maturity dates or refinance these obligations, we would be in default. We cannot provide any assurances that we will be able to raise the necessary amount of capital to repay these obligations or that we will be able to extend the maturity dates or otherwise refinance these obligations. Upon a default in the Centre Lane Senior Secured Credit Facility, Centre Lane would have the right to exercise its rights and remedies to collect, which would include foreclosing on our assets. Accordingly, a default would have a material adverse effect on our business and, if Centre Lane exercises its rights and remedies, we would likely be forced to seek bankruptcy protection.

Our secured indebtedness may impair our ability to operate our business.

As of December 31, 2025, and 2024, we had $86.1 million and $78.8 million in outstanding secured indebtedness under the Centre Lane Senior Secured Credit Facility, respectively. The instruments governing our existing secured indebtedness may inhibit our ability to incur additional debt and require significant payments from the proceeds of any debt or equity sale without the consent of the lender. In addition, we have additional covenants and obligations under the secured indebtedness which may limit our ability to operate our business. Our ability to repay the indebtedness may require us to dedicate a substantial portion of our cash flow for operations to payment of debt service and principal thereby reducing funds available to implement our business strategy. Our level of indebtedness could also provide limits in our ability to adjust to changing market conditions and vulnerability in the event of a downturn in economic conditions in the businesses in which we operate and impair our ability to obtain additional financing for our business strategy. If we are unable to meet our obligations under the secured indebtedness, the lender may call a default and our business could be foreclosed upon.

We have depended upon sales of equity securities and borrowings under the Centre Lane Senior Secured Credit Facility to provide operating capital.

Historically, we have not generated sufficient gross profit to pay our operating expenses, and we reported a net loss for the years ended December 31, 2025, and 2024. During 2025 and 2024, we were dependent on borrowings under the Amended and Restated Centre Lane Senior Secured Credit Facility (the "Centre Lane Senior Secured Credit Facility") to support our working capital needs. We are not currently a party to any binding agreements to raise additional capital and there are no assurances we will be able to raise any additional third-party capital. Although we recently improved our gross profit substantially and became cash flow positive, there can be no assurance that this trend will continue, and if it does not continue, and we are unable to raise sufficient additional working capital as needed, we may be unable to grow our Company, and we may not be able to pay our liabilities as they come due.

The Company’s economic performance has raised substantial doubt about our ability to continue as a going concern.

Our audited consolidated financial statements have been prepared assuming we will continue as a going concern. We have experienced substantial and recurring losses from operations, which losses have caused an accumulated deficit of $180.3 million at December 31, 2025. Our independent registered public accounting firm’s report on our audited consolidated financial statements includes an explanatory paragraph related to substantial doubt about the Company’s ability to continue as a going concern. Our audited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we fail to establish and maintain adequate internal control over our financial and management system, our ability to accurately and timely report our financial results could be adversely affected, resulting in errors in our financial reporting, which could cause a loss of investor confidence.

We must maintain effective financial and management systems and internal controls to meet our public company reporting obligations. Moreover, the Sarbanes-Oxley ("SOX") requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We have previously identified material weaknesses and significant deficiencies in our internal controls over financial reporting and have been working to remediate them. The existence of these deficiencies means that we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud. As a result, our failure to remediate these deficiencies and maintain effective financial and management systems and internal controls could result in errors in our financial reporting, us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements.

We depend upon a substantial portion of our revenues from a limited number of customers.

For the year ended December 31, 2025, two customers represented 13.6% and 11.9% of our revenue, respectively, and for the year ended December 31, 2024, one customer represented 12.2% of our revenue. The loss of these customers could have a material adverse impact on our results of operations in future periods. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services that will be generated by these customers. In addition, revenues from these customers may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of our control. If these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services, or we could lose major customers. These customers have the option to cancel their agreements with us by providing advance written notice with the time period required for the advance notice being not longer than 30 days. Any such development could have an adverse effect on our margins and financial position and would negatively affect our revenue, results of operations and/or the trading price of our common stock.

We are subject to seasonal fluctuations in our revenues in future periods.

Typically, advertising technology companies report a material portion of their revenues during the fourth calendar quarter as a result of holiday-related advertising spending. Our experience has been consistent with this trend. Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results for the full year or for future years or quarters.

Our cash could be adversely affected if the financial institutions in which we hold our cash fail.

The Company maintains domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks. The domestic bank deposit balances may exceed the FDIC insurance limits. Also, in the foreign markets we serve, we also maintain cash deposits in foreign banks, some of which are not insured or partially insured by the FDIC or other similar agency. These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets.

RISKS RELATED TO OUR OPERATIONS

Past acquisitions and any future acquisitions, joint ventures, strategic alliances or similar transactions may not perform as expected.

We have consummated and may continue to consummate acquisitions, joint ventures and strategic alliances in order to provide increased capabilities to our existing products, supply new products and services or enhance our distribution channels. We may make strategic acquisitions of and investments in other businesses that offer complementary products, services and technologies, augment our market segment coverage and geographic locations, or enhance our technological capabilities. We may also enter into strategic alliances or joint ventures to achieve these goals. If we fail to integrate acquired businesses successfully into our existing businesses, or if these businesses fail to perform as well as we had anticipated, we could incur unanticipated expenses and losses, and the costs of the acquisition could exceed the benefits either in the short term or the long term.

Risks that could have a material adverse effect on our business, results of operations or financial condition include, without limitation:

the inability of the acquired business to meet the sales and operating projections provided to us;
the difficulty of assimilating the operations and personnel of acquired businesses;
the unexpected loss of customers of the acquired business;
the diversion of management time and resources and the potential disruption of our ongoing business;
the potential inability of management to maximize our financial and strategic position as a result of an acquisition or investment;
the potential for costs and delays in implementing, and the potential difficulty in maintaining, uniform standards, controls, procedures and policies, including the integration of different information systems;
unexpected costs and time associated with upgrading the acquired business's internal accounting systems as well as educating each of its staff as to the proper methods of collecting and recording financial data;
the risk of entering market segments in which we have no or limited direct prior experience and where competitors in such market segments have stronger market segment positions;
potential unknown liabilities associated with acquired businesses;
the risk that there could be deficiencies in the internal controls of any acquired company or investments that could result in a material weakness in our overall internal controls taken as a whole; and
the potential loss of key employees of an acquired company.

We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions. These risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition. These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period of time.

The acquisition of new businesses is costly, and these acquisitions may not enhance our financial condition.

An element of our growth strategy has been to acquire companies which complement our business. The process to undertake a potential acquisition can be time-consuming and costly. We have expended and expect to continue to expend significant resources to undertake business, financial and legal due diligence on potential acquisition targets. In addition, there is no guarantee that we will acquire the company after completing due diligence. The process of identifying and consummating an acquisition could result in the use of substantial amounts of cash and exposure to undisclosed or potential liabilities of acquired companies. In some instances, we may be required to provide historic audited financial statements for up to two years for acquisition targets in compliance with the rules and regulations of the SEC. The necessity to provide these audited financial statements will increase the costs to us of consummating an acquisition or, if it is determined that the target company cannot obtain the requisite audited financials, we may be unable to pursue an acquisition which might otherwise be accretive to our business. In addition, even if we are successful in acquiring additional companies, there are no assurances that the operations of these businesses will enhance our future financial condition. To the extent that a business we acquire does not meet the performance criteria used to establish a purchase price, some or all of the goodwill related to that acquisition could be charged against our future earnings, if any.

If we fail to detect advertising fraud or other actions that impacts our advertising campaign performance, we could harm our reputation with advertisers or agencies, which would cause our revenue and business to suffer.

Some campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers may perceive as undesirable, such as non-human traffic generated by machines that are designed to simulate human users and artificially inflate user traffic on websites. These activities could overstate the performance of any given advertising campaign and could harm our reputation. It may be difficult for us to detect fraudulent or malicious activity on websites where we do not own content and rely in part on our customers to control such activity. If we fail to detect or prevent fraudulent or other malicious activity, the affected advertisers may experience or perceive a reduced return on their investment and our reputation may be harmed. High levels of fraudulent or malicious activity could lead to dissatisfaction with our solutions, refusals to pay, demands for refunds or future credit or withdrawal of future business.

If advertising on the internet loses its appeal, our revenue could decline.

Our business model may not continue to be effective in the future for a number of reasons, including:

a decline in the rates that we can charge for advertising and promotional activities;
our inability to create applications for our customers;
the fact that internet advertisements and promotions are, by their nature, limited in content relative to other media;
companies may be reluctant or slow to adopt online advertising and promotional activities that replace, limit or compete with their existing direct marketing efforts;
companies may prefer other forms of Internet advertising and promotions that we do not offer;
the quality or placement of transactions, including the risk of non-screened, non-human inventory and traffic, could cause a loss in customers or revenue; and
regulatory actions may negatively impact our business practices.

If the number of companies who purchase online advertising and promotional services from us does not grow, our revenue could decline.

Our success is dependent in part upon our ability to effectively expand and manage our relationships with our publishers.

Outside our owned and operated websites, our AdTech business is dependent upon our publishing partners to provide the media it sells. Our AdTech business depends on these publishers to make their respective media inventories available to it to use in connection with the campaigns that it manages, creates, or markets. Our AdTech business's growth depends, in part, on its ability to expand and maintain its publisher relationships within its network and to have access to new sources of media inventory such as new partner websites and Facebook pages that offer attractive demographics, innovative and quality content, and growing Web user traffic volume. Our AdTech business's ability to attract new publishers to its networks and to retain Web publishers currently in its networks will depend on various factors, some of which are beyond our control. These factors include, but are not limited to, our AdTech business's ability to introduce new and innovative products and services, its pricing policies, and the cost-efficiency to Web publishers of outsourcing their advertising sales. In addition, the number of competing intermediaries that purchase media inventory from Web publishers continues to increase. In the event our AdTech business is not able to maintain effective relationships with its publishers, its ability to distribute advertising campaigns will be greatly hindered which will reduce the value of its services and adversely impact its results of operations in future periods.

Online security breaches or other disruptions of our information technology systems could harm our business.

The efficient operation of our business depends on our information technology systems. We collect, process, store, and share high volumes of personal information which is regulated by various laws. We rely on encryption and authentication technology to effect secure transmission of such information. These systems may be susceptible to damage, disruptions or shutdowns due to attacks by computer hackers, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches.

While we are unaware of any security breaches to date, experienced programmers or “hackers” could penetrate sectors of our systems. Because a hacker who is able to penetrate network security could misappropriate proprietary information or cause interruptions in our services, we may have to expend significant capital and resources to protect against or to alleviate problems caused by hackers. We frequently update and improve our information security environment and assess and adopt new methods, devices, and technologies, but our policies and information security controls may not keep pace with emerging threats. Additionally, we may not have a timely remedy against a hacker who is able to penetrate our network security. Threats to information security evolve constantly and are increasingly sophisticated and complex, which makes detecting and successfully defending against them more difficult. Undetected vulnerabilities may persist in our network environment over long periods of time and could come from or spread to the networks and systems of our suppliers and customers. Such security breaches could materially affect our operations, damage our reputation and expose us to risk of loss or litigation. In addition, the transmission of computer viruses resulting from hackers or otherwise could expose us to significant liability. Our insurance policies may not be adequate to reimburse us for losses caused by security breaches. We also face risks associated with security breaches affecting third parties with whom we have relationships. In addition, government regulators may impose fines, penalties, and other civil or criminal consequences for security breaches and inadequate information security.

We must generate high quality content in order to attract and retain users, advertisers and strategic buyers.

The success of the Wild Sky Media brand depends largely on its ability to provide high quality content which is of interest to its users. If its users do not perceive its existing content to be of high quality, or if we introduce new content or enter into new business ventures that are not favorably perceived by users, we may not be successful in promoting and maintaining the Wild Sky Media brand. Any change in the focus of our operations as a result of the content we provide creates a risk of diluting our brand, confusing users and decreasing the value of our website traffic base to advertisers. If we are unable to maintain or grow the Wild Sky Media brand, our business could be harmed.

We may expend significant resources to protect our content or to defend claims of infringement by third parties, and if we are not successful, we may lose the rights to use material or be required to pay significant fees.

Our success and ability to compete are dependent on our proprietary content. We rely on copyright law to protect our content. While we actively take steps to protect our proprietary rights, these steps may not be adequate to prevent the infringement or misappropriation of our content, which could harm our business. In addition to content written by our employees, we also acquire content from various freelance providers and other third-party content providers. While we attempt to ensure that such content may be freely used by us, other parties may assert claims of infringement against us relating to such content. We may need to obtain licenses from others to refine, develop, market and deliver new content or services. We may not be able to obtain any such licenses on commercially reasonable terms or at all or rights granted pursuant to any licenses may not be valid and enforceable.

Failure to protect our intellectual property rights or claims by others that we infringe their intellectual property rights could substantially harm our business.

Our website domain names are crucial to our business. However, as with phone numbers, we do not have and cannot acquire any property rights in an internet address. The regulation of domain names in the U.S. and in other countries is also subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we might not be able to maintain our domain names or obtain comparable domain names, which could harm our business. We also rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on the proprietary rights of others. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated. Others may independently discover our trade secrets and proprietary information, and in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our intellectual property rights. Therefore, in certain jurisdictions, we may be unable to protect our technology and designs adequately against unauthorized third-party use, which could adversely affect our ability to compete.

Developing and implementing new and updated applications, features and services for our websites may be more difficult than expected, may take longer and cost more than expected and may not result in sufficient increases in revenue to justify the costs.

Attracting and retaining users of our websites requires us to continue to provide quality, targeted content and to continue to develop new and updated applications, features and services for our websites. If we are unable to do so on a timely basis or if we are unable to implement new applications, features and services without disruption to our existing ones, our ability to continue to expand our website traffic will be in jeopardy. The costs of development of these enhancements may negatively impact our ability to achieve profitability. There can be no assurance that the revenue opportunities from expanded website content, or updated technologies, applications, features or services will justify the amounts ultimately spent by us.

If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired.

Our website addresses, or domain names, are critical to our business. We currently own more than 142 domain names. However, the regulation of domain names is subject to change, and it may be difficult for us to prevent third parties from acquiring domain names that are similar to ours, that infringe our trademarks or that otherwise decrease the value of our brands. If we are unable to obtain or maintain key domain names for the various areas of our business, our ability to operate and grow our business may be impaired.

If we are unable to respond to rapid technological change, our products and services could become obsolete, and our reputation could suffer.

The markets for our products and services are characterized by rapidly changing technology, evolving industry standards and increasingly sophisticated customer requirements. The introduction of products embodying new technology and the emergence of new industry standards can negatively impact the marketability of our existing products and can exert price pressures on existing products. Additionally, if our websites or services do not work as intended, or if we are unable to upgrade the functionality of our websites or services as needed to keep up with the rapid evolution of technology , our websites or services may not operate properly or as efficiently as those of our competitors, which could harm our business. It is critical to our success that we are able to anticipate and react quickly to changes in technology or in industry standards and to successfully develop, introduce, and achieve market acceptance of new, enhanced and competitive products and services on a timely basis and cost-effective basis. Software product design, development and enhancement involve creativity, expense and the use of new development tools and learning processes. Delays in software development processes are common, as are project failures, and either factor could harm our business. There can be no assurance that we will successfully develop new products and services or enhance and improve our existing products and services, that new products and services and enhanced and improved existing products and services will achieve market acceptance or that the introduction of new products and services or enhanced existing products and services by others will not negatively impact us. Our inability to develop products and services that are competitive in technology and price and that meet end-user needs could have a material adverse effect on our business, financial condition or results of operations.

Our ability to deliver our content depends upon the quality, availability, policies and prices of certain third-party service providers.

We rely on third parties to provide website hosting services. In certain instances, we rely on a single service provider for some of these services. In the event the providers were to terminate our relationship or stop providing these services, our ability to operate our websites could be impaired. Our ability to address or mitigate these risks may be limited. The failure of all or part of our website hosting services could result in a loss of access to our websites which would harm our results of operations.

We may be held liable for content or third-party links on our website or content distributed to third parties, and our general liability insurance may not be adequate to compensate us for all liabilities to which we are exposed.

As a publisher and distributor of content over the internet, including links to third-party websites that may be accessible through our websites, or content that includes links or references to a third-party’s website, we face potential liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the nature, content or ownership of the material that is published on or distributed from our websites. These types of claims have been brought, sometimes successfully, against online services, websites and print publications in the past. Other claims may be based on errors, or false or misleading information provided on linked websites, including information deemed to constitute professional advice such as legal, medical, financial or investment advice. Although we carry general liability insurance, our insurance may not be adequate to indemnify us for all liabilities imposed. Any liability that is not covered by our insurance or is in excess of our insurance coverage could severely harm our financial condition and business. Implementing measures to reduce our exposure to these forms of liability may require us to spend substantial resources and limit the attractiveness of our websites to users.

We depend on our senior management team and other key employees, and the loss of any of them could harm our business.

We rely on our leadership team and other key employees. From time to time, there are changes in our management team resulting from the hiring or departure of executives or other key employees, which could disrupt our business. Although some of our senior management are parties to an employment contract with us, some of our senior management and key employees are employed on an at will basis, which means that they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have a material adverse effect on our business.

We must hire, integrate and/or retain qualified personnel to support our business.

Our success also depends on our ability to attract, train and retain qualified personnel. Competition for qualified personnel is intense, and we may experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If we fail to attract and retain qualified personnel, our business may suffer.

We deliver advertisements to users from third-party advertising services, which exposes our users to content and functionality over which we do not have ultimate control.

We display pay-per-click, banner, cost per acquisition (“CPM”), direct, and other forms of advertisements to users that come from third-party advertising services. We do not control the content and functionality of such third-party advertisements and, while we provide guidelines as to what types of advertisements are acceptable, there can be no assurance that such advertisements will not contain content or functionality that is harmful to users. Our inability to monitor and control what types of advertisements get displayed to users could negatively impact our reputation and have a material adverse effect on our business, financial condition and results of operations.

Our services may be interrupted if we experience problems with our network infrastructure.

Various risks could interrupt access to our primary network infrastructure or data, exposing us to significant costs and other liabilities. Our revenue depends on technology for critical business operations, providing services to our clients, delivering and measuring advertising impressions, operating our ad exchange, and impression placement. That technology further depends on our IT systems' continuing and uninterrupted performance. Our IT infrastructure operates on cloud-based service providers, Software as a Service ("SaaS") providers), and managed services housed in third-party commercial data centers, including primary and secondary locations, which are regionally dispersed to mitigate the impact of a localized event. This infrastructure relies on multiple internet service providers ("ISPs"), content delivery networks ("CDNs"), domain name systems ("DNS providers"), and mobile networks for operations. In addition, our systems interact with the systems of buyers and sellers and their contractors.

Any damage to, or failure of, these systems could result in interruptions to the availability or functionality of our service. Moreover, the failure of our data center hosting facilities or any other third-party providers to meet our capacity requirements or dramatically increased costs of such resources, could result in interruptions in the availability or functionality of our solutions or impede our ability to scale our operations. All of these providers and systems are vulnerable to disruption and/or damage from several sources, many of which are beyond our control, including without limitation: (i) loss of adequate power or cooling and telecommunications failures, (ii) fire, flood, earthquake, hurricane, and other natural disasters, (iii) software and hardware errors, failures, or crashes, (iv) financial insolvency, and (v) computer viruses, malware, hacking, terrorism, and similar disruptive problems.

Cyberattacks present a severe threat because they are difficult to prevent and remediate, are constantly evolving and improving, and can be used to defraud our buyers and sellers and their clients to steal confidential or proprietary data from us, our clients, or their users. Artificial intelligence has the potential to exacerbate cybersecurity threats, increasing their frequency and sophistication. Malfunctions or failure of our systems or systems that interact with our systems, or inaccessibility or corruption of data, could disrupt our operations and negatively impact our business. This could impact our business operations to a level in excess of any applicable business interruption insurance, result in potential liability to buyers and sellers, and negatively affect our reputation and ability to sell our solution.

Our systems may fail due to natural disasters, telecommunications failures and other events, any of which would limit user traffic.

Our websites are hosted by third-party providers. Any disruption of the computing platform at these third-party providers could result in a service outage. Fire, floods, earthquakes, power loss, telecommunications failures, break-ins, supplier failures to meet commitments and similar events could damage these systems and cause interruptions in the hosting of our websites or services. Computer viruses, electronic break-ins or other similar disruptive problems could cause users to stop visiting our website and could cause advertisers to terminate their agreements with us. In addition, we could lose advertising revenues during these interruptions and user satisfaction could be negatively impacted if the service is slow or unavailable. If any of these circumstances occurred, our business could be harmed. Our insurance policies may not adequately compensate us for losses that may occur due to any failures of or interruptions in our systems.

Our websites and other services must accommodate high volumes of traffic and deliver frequently updated information. While we have not experienced any systems failures to date, it is possible that we may experience systems failures in the future and that such failures could have a material adverse effect on our business. In addition, our users and clients depend on internet service providers, online service providers and other website operators for access to our websites and services. Many of these providers and operators have experienced significant outages in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems and outside of our control. Any of these system failures could harm our business, financial condition and results of operations.

We are unable to predict the impacts of any potential pandemic or outbreak of disease on our business.

Our business and operations could be adversely affected by future health pandemics or outbreaks of disease, impacting the markets and communities in which we, our third-party vendors and customers operate. Because our Company operates in the digital advertising industry, unlike a brick and mortar-based company, predicting the impact of future health pandemics on our Company is difficult.

In addition, we cannot predict the impact any future pandemic or outbreak of a disease, or a catastrophic event will have on our business partners and third-party vendors, and we may be adversely impacted as a result of the adverse impact our third-party vendors suffer. We maintain long-standing relationships with Google and others that provide access to hundreds of thousands of advertisers from which most of our real-time bidding and digital publishing revenue originates. Any adverse impact on the operations of those companies would have a correspondingly adverse impact on our revenues in future periods. To the extent a pandemic or other catastrophic event adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Any of the foregoing factors, or other cascading effects of the pandemic that are not currently foreseeable, could adversely impact our business, financial performance and condition, and results of operations.

Privacy violations could impair our business.

We have a policy against using personally identifiable information obtained from users of our websites without the user’s permission. In the past, the Federal Trade Commission has investigated companies that have used personally identifiable information without permission or in violation of a stated privacy policy. If we use personal information without permission or in violation of our policy, we may face potential liability for invasion of privacy for compiling and providing information to our corporate customers and electronic commerce merchants. In addition, legislative or regulatory requirements may heighten these concerns if businesses must notify internet users that the data may be used by marketing entities to direct product promotion and advertising to the user. For example, California has adopted the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act (the “CPRA”), which is intended to protect consumer privacy rights, and, among other things, provide California residents with the ability to know what information companies collect about them, to request, in certain circumstances, the deletion of such information, and to affirmatively opt out of the sale or “sharing” of their personal information. Eighteen other states have passed comprehensive privacy laws similar to the CCPA and the CPRA, and a federal consumer privacy law has also been proposed. Similar laws may be implemented in other jurisdictions that we do business in and in ways that may be more restrictive than the CCPA or the CPRA, increasing the cost of compliance, as well as the risk of noncompliance, on our business. Other countries and political entities, such as the EU, have also adopted such legislation or regulatory requirements. If consumer privacy concerns are not adequately addressed, our business, financial condition and results of operations could be materially harmed.

We are subject to several regulatory risks, and any failure to comply with various regulations could adversely impact our business.

We are subject to a number of domestic and, to the extent our operations are conducted outside the U.S., foreign laws and regulations that affect companies conducting business on the internet and through other electronic means, many of which are still evolving and could be interpreted in ways that could harm our business. U.S. and foreign regulations and laws potentially affecting our business are evolving frequently. We currently have not developed our internal compliance program, nor do we have policies in place to monitor compliance. Instead, we rely on the policies of our publishing partners. If we are unable to identify all regulations to which our business is subject and implement effective means of compliance, we could be subject to enforcement actions, lawsuits and penalties, including but not limited to fines and other monetary liability or injunction that could prevent us from operating our business or certain aspects of our business. In addition, the evolving and at times overlapping regulatory regimes to which the Company is subject may change at any time. Any changes to existing laws or regulations, or the adoption of new laws or regulations, may require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our services. Any such action could have a material adverse effect on our business, results of operations and financial condition.

Litigation is both costly and time-consuming, and there is no certainty of a favorable result.

We may be involved in lawsuits and regulatory actions, both in and outside the ordinary course of our business, with customers, employees and others. Due to the vagaries of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time may be difficult to ascertain. These types of claims, as well as other types of lawsuits to which we are subject from time to time, can distract management’s attention from core business operations and impact operating results, particularly if a lawsuit results in an unfavorable outcome, or could harm the Company’s reputation with customers, employees, investors and others. Litigation is both costly and time-consuming and often results in the diversion of management time and resources. All or a portion of our costs may not be covered by insurance, and there can be no assurance that we will prevail in any such matter.

Our industry is intensely competitive, and if we do not effectively compete against current and future competitors, our business, results of operations and financial condition could be harmed.

Our industry is intensely competitive. To sustain and grow our revenue, we must continuously respond to the different trends driving our industry. We generally have flexible master services agreements in place with our customers. Such agreements allow our customers to change the amount of spend through our platform or terminate our services with limited notice. As a result, the introduction of new entrants or technology that are superior to or that achieve greater market acceptance than our products and solutions could negatively impact our revenue. In such an event, we may experience a reduction in market share and may have to respond by reducing our prices, resulting in lower profit margins for us. There has also been rapid evolution and consolidation in the marketing technology industry, and we expect this trend to continue. Larger companies typically have more assets to purchase emerging companies or technologies, which gives them a competitive edge. If we are not able to effectively compete with these consolidated companies, we may not be able to maintain our market share and may experience a reduction in our revenue.

We may be adversely affected by the effects of inflation.

Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices, we charge our customers. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

Our platform relies on third-party open source software components.

Failure to comply with the terms of the underlying open source software licenses could expose us to liabilities, and the combination of open source software with code that we develop could compromise the proprietary nature of our platform. Our platform utilizes software licensed to us by third-party authors under “open source” licenses and we expect to continue to utilize open source software in the future. The use of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. To the extent that our platform depends upon the successful operation of the open source software we use, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our platform, delay new solution introductions, result in a failure of our platform and injure our reputation. For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks, and, in conjunction, make our systems more vulnerable to data breaches. Furthermore, some open source licenses require that proprietary source code combined with, linked to or distributed with such open source software be released to the public, and may also prohibit charging fees for the use of the software. If we combine, link or distribute our proprietary software with open source software in a specific manner, we could, under some open source licenses, be required to release the source code of our proprietary software to the public. This could also preclude us from charging license fees. This would allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.

The effectiveness of certain services we offer depends on our ability to collect and use online data.

New tools used by consumers to limit data collection, regulatory restrictions and potential changes to web browsers and mobile operating systems affect our ability to collect such data, which could harm our operating results and financial condition. The ability of our AdTech business to deliver high quality solutions to its customers is based on its technology’s capability to derive relevant, actionable insights from the data that it ingests into its systems and its ability to execute marketing programs across digital channels. The future of digital data collection practices is evolving, with some prominent companies in the industry recently announcing that they will implement their own individual data collection tools and phase out others. This approach may or may not be compatible with our current operations in those channels and platforms. It is yet to be determined if there will be an industry-wide framework for targeting consumers in a digital environment. Furthermore, regulatory and legislative actions may influence which data collection tools are permitted in various jurisdictions and may further restrict our data collection efforts. Without this incremental data, we may not have sufficient insight into the consumer’s activity to provide some of our current tools, products, and services, which may impact our capacity to execute our customers’ programs efficiently and effectively. Various digital tracking tools may be deleted or blocked by consumers. The most commonly used internet browsers also allow consumers to modify their browser settings to block first-party cookies (placed directly by the publisher or website owner that the consumer intends to interact with), which are not affected by changes from web browsers and operating systems, or third-party cookies (placed by parties that do not have direct relationship with the consumer), which some browsers may block by default. Mobile devices using Android and iOS operating systems limit the ability of cookies, or similar technology, to track consumers while they are using applications other than their web browser on the device. Even if cookies and ad blockers do not ultimately have an adverse effect on our business, investor concerns about the utility and robustness of these tracking technologies could limit demand for our stock and cause its price to decline. We also partner with third-party data suppliers and publishers. When we purchase or license from third-party data suppliers, we are dependent upon our ability to obtain such data on commercially reasonable terms and in compliance with applicable regulations. If a substantial number of data suppliers were to withdraw or withhold their data from us, or if we had to terminate our ties with data suppliers either due to commercial or regulatory reasons, our ability to provide products to our customers could be materially adversely impacted, which could result in decreased revenues and operating results. We cannot provide assurance that we will be successful in maintaining our relationships with these external data source providers or that we will be able to continue to obtain data from them on acceptable terms or at all. Furthermore, we cannot provide assurance that we will be able to obtain data from alternative sources if our current sources become unavailable.

The rejection of digital advertising by consumers, through opt-in, opt-out or ad-blocking technologies or other means or the restriction on the use of third party-cookies, mobile device identifiers or other tracking technologies, could adversely affect our business, results of operations, and financial condition.

Our AdTech division, research division, and publishing division use, in various ways, “cookies,” or small text files placed on consumer devices when an Internet browser is used, as well as mobile device identifiers, to gather data in connection with certain of their products and offerings. These cookies and mobile device identifiers may record information such as when a consumer views or clicks on an advertisement, when a consumer visits a website, the consumer’s location, and browser or other device information. Third party vendors may also share their information about consumers’ interests with us or give us permission to use their cookies and mobile device identifiers. We use data from cookies, mobile device identifiers, and other tracking technologies for various purposes, including—for our AdTech division—helping advertisers decide whether to bid on, and how to price, an ad impression in a certain location, at a given time, for a particular consumer. Without cookies, mobile device identifiers, and other tracking technology data: (i) transactions processed through our AdTech division would be executed with less insight into consumer activity, reducing the precision of advertisers' decisions about which impressions to purchase for an advertising campaign, which could make placement identifiers advertising through our platform less valuable, and harm our revenue; (ii) we might no longer be able to continue to provide certain products we currently offer, such as certain audience segments; (iii) vendors who help us monetize our advertising inventory on our owned and operated websites might face greater difficulty in monetizing that inventory. If our ability to use cookies, mobile device identifiers or other tracking technologies is limited, we may be required to develop or obtain additional applications and technologies to compensate for the lack of cookies, mobile device identifiers and other tracking technology data, which could be time consuming or costly to develop, less effective, and subject to additional regulation. Additionally, consumers can, with increasing ease, implement technologies that limit our ability to collect and use data to deliver advertisements or provide services or products. Cookies may be deleted or blocked by consumers. The most commonly used Internet browsers allow consumers to modify their browser settings to block first-party cookies (placed directly by the publisher or website owner that the consumer intends to interact with) or third-party cookies (placed by parties, like us, that have no direct relationship with the consumer), and some browsers block third-party cookies by default. Some prominent technology companies, including Google, have also announced intentions to discontinue the use of cookies, and to develop alternative methods and mechanisms for tracking consumers. As companies replace cookies, it is possible that such companies may rely on proprietary algorithms or statistical methods to track consumers without cookies, or may utilize log-in credentials entered by consumers into other web properties owned by these companies, such as their email services, to track web usage, including usage across multiple devices. Alternatively, such companies may build different and potentially proprietary consumer tracking methods into their widely-used web browsers. Although we believe it is possible for our businesses to adapt and continue to provide their services and products without cookies, this transition could be more disruptive, slower, or more expensive than we currently anticipate, and could materially affect our ability to serve our customers, and our business, results of operations, and financial condition could be adversely affected. Mobile devices using Android and iOS operating systems limit the ability of cookies to track consumers while they are using applications other than their web browser on the device. As a consequence, fewer cookies may be set in browsers or be accessible in mobile devices, which could adversely affect our business. Some consumers also download “ad blocking” software on their computers or mobile devices, not only for privacy reasons, but also to counteract the adverse effect advertisements can have on the consumer experience, including increased load times, data consumption, and screen overcrowding. Ad-blocking technologies and other global privacy controls may prevent some third-party cookies, or other tracking technologies, from being stored on a consumer's computer or mobile device. If more consumers adopt these measures, it could reduce the volume or effectiveness and value of advertising, which could adversely affect our business, results of operations, and financial condition. Even if ad blockers do not ultimately have an adverse effect on our business, investor concerns about ad blockers could cause our stock price to decline.

If ad formats and digital device types develop in ways that prevent advertisements from being delivered to consumers, our business, results of operations, and financial condition may be adversely affected.

Our AdTech division depends upon the ability of its platform to provide advertising for a variety of digital devices, and the major operating systems or Internet browsers that run on them. The design of digital devices and operating systems or browsers is controlled by third parties that may also introduce new devices and operating systems or modify existing ones, and our access to content on certain devices may be limited. If our platform cannot operate effectively with popular devices, operating systems, or internet browsers, our business, results of operations, and financial condition could be adversely affected.

Our intellectual property rights may be difficult to enforce and protect, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and having an adverse effect on our business, results of operations, and financial condition.

We rely upon a combination of trade secrets, third-party confidentiality and non-disclosure agreements, additional contractual restrictions on disclosure and use, and trademark, copyright, patent, and other intellectual property laws to establish and protect our proprietary technology and intellectual property rights. We currently rely on copyright laws to protect computer programs related to our platform and our proprietary technologies, although to date we have not registered for statutory copyright protection. In order to bring a copyright infringement lawsuit in the United States, the copyright must be registered. Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited. Historically, we have prioritized keeping our technology architecture, trade secrets, and engineering roadmap private, and as a general matter, have not patented our proprietary technology. As a result, we cannot look to patent enforcement rights to protect much of our proprietary technology. Any issued patents may be challenged, invalidated, or circumvented, and any rights granted under these patents may not actually provide adequate defensive protection or competitive advantages to us. Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. While it is our policy to protect and defend our rights to our intellectual property, we cannot predict whether steps taken by us to protect our intellectual property will be adequate to prevent infringement, misappropriation, dilution, or other violations of our intellectual property rights. Third parties may knowingly or unknowingly infringe our intellectual property rights, third parties may challenge intellectual property rights held by us, and pending and future trademark and patent applications may not be approved. These claims may result in restrictions on our use of our intellectual property or the conduct of our business. In any of these cases, we may be required to expend significant time and expense to prevent infringement or to enforce our rights. We also cannot guarantee that others will not independently develop technology with the same or similar functions to any proprietary technology we rely on to conduct our business and differentiate ourselves from our competitors. Unauthorized parties may also attempt to copy or obtain and use our technology to develop applications with the same functionality as our solutions, and policing unauthorized use of our technology and intellectual property rights is difficult and may not be effective. In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those of the United States, and mechanisms for enforcement of our intellectual property rights in such countries may be inadequate. If we are unable to protect our intellectual property rights (including in particular, the proprietary aspects of our platform) we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create, and protect their intellectual property. Our customer agreements generally restrict the use of our confidential information solely to such customer’s use in connection with their use of our services. In spite of such limitations, reverse engineering our software or the theft or misuse of our confidential information could occur by customers or other third parties who have access to our technology. We also endeavor to enter into agreements with our employees and contractors in order to limit access to and disclosure of our confidential information, as well as to clarify rights to intellectual property and technology associated with our business. These agreements may not effectively grant all necessary rights to any inventions that may have been developed by the employees or consultants party thereto. In addition, these agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property, or technology. Furthermore, protecting our intellectual property is particularly challenging after our employees or our contractors end their relationship with us, and, in some cases, decide to work for our competitors. Enforceability of the non-compete agreements that we have in place is not guaranteed, and contractual restrictions could be breached without discovery or adequate remedies.

We could experience a decline in renewals or demand for our subscription-based research services.

The success of our insights business depends in part upon retaining (on both a client company and dollar basis) and enriching existing client relationships for our research products and services and for consulting services. Future declines in client retention or failure to generate demand for and new sales of our research services due to competition, changes in our offerings, or otherwise, could have an adverse effect on our results of operations and financial condition. Consulting engagements generally are project-based and non-recurring. A decline in our ability to fulfill existing or generate new consulting engagements could have an adverse effect on our results of operations and financial condition.

We may be unable to develop and offer new research products and services.

The future success of our insights business will depend in part on our ability to offer new products and services. These new products and services must successfully gain market acceptance by anticipating and identifying changes in client requirements and changes in the technology industry and by addressing specific industry and business organization sectors. The process of internally researching, developing, launching, and gaining client acceptance of a new product or service, or assimilating and marketing an acquired product or service, is risky and costly. We may not be able to introduce new, or assimilate acquired, products or services successfully. Our failure to do so would adversely affect our ability to maintain a competitive position in our market and continue to grow our business.

Our creative advertising services division may not be able to remain competitive or retain key clients.

Clients periodically review and change their advertising, marketing and corporate communications requirements and relationships. If we are unable to remain competitive or retain key clients, our business, results of operations and financial position may be adversely affected. We operate in a highly competitive industry. Key competitive considerations for retaining existing clients and winning new clients include our ability to develop solutions that meet client needs in a rapidly changing environment, the quality and effectiveness of our services and our ability to serve clients efficiently. From time to time, clients may put their advertising, marketing and corporate communications business up for competitive review. To the extent that we are not able to remain competitive or retain key clients, our revenue may be adversely affected, which could have a material adverse effect on our business, results of operations and financial position.

Rapid changes in technology, including advancements in artificial intelligence, and intense competition in our markets could adversely affect our business.

We face intense competition in the marketplace and are confronted by rapidly changing technology, including advancements in artificial intelligence (“AI”), evolving industry standards and consumer needs, and the frequent introduction of new solutions by our competitors to which we must adapt and respond. Our future success will depend in part upon our ability to enhance our existing solutions and to develop and introduce new products and services in a timely manner with features and pricing that meet changing client and market requirements. If we fail to effectively adopt AI technologies in our products or operations, we may be at a competitive disadvantage relative to companies that are able to more effectively leverage such technologies.

Advancements in artificial intelligence present both opportunities and risks to our business, particularly within the context of the open internet and digital advertising. AI-driven platforms, especially those integrated with large technology platforms or closed ecosystems, have the potential to alter the competitive dynamics of digital advertising by changing the way users access information and content on the open internet. This shift could reduce advertiser reliance on the open internet and create challenges for independent publishers, which in turn could negatively impact our business model and the demand for our advertising solutions.

In addition, the increasing use of AI-powered search tools and generative AI services may allow users to obtain information directly from AI-generated responses rather than visiting publisher websites. This shift could reduce traffic to our publishing platforms, decrease user engagement and negatively affect advertising revenue generated from those properties. The rapid evolution of AI technologies could also change advertiser demand, reduce demand for traditional display advertising or shift advertising budgets to new formats and approaches. If we are unable to respond to these technological developments, adapt our products and services, or compete effectively with AI-driven platforms and ecosystems, our business, financial condition and results of operations could be adversely affected

RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES

There is a limited public market for our common stock and our shares may be quoted on a lower tier of the OTC Markets.

Our shares of common stock, par value $0.01 per share, (the "common stock") are currently quoted for trading on the OTCQB Market. There is a limited trading market for our shares of common stock and a robust trading market for our securities may not develop in the foreseeable future. If no market develops, it may be difficult or impossible for you to sell your shares if you should desire to do so. There is extremely limited and sporadic trading of our common stock, and no assurance can be given, when, if ever, an active trading market will develop or, if developed, that it will be sustained. In addition, if we fail to maintain the continued eligibility requirements for the OTCQB Market, including the minimum bid price requirement, our common stock may be removed from the OTCQB Market and quoted on a lower tier of the OTC Markets. Any such downgrade could further reduce the visibility, liquidity and trading activity of our common stock.

We have outstanding options and warrants to purchase approximately 6% of our outstanding common stock, which will have a dilutive effect on our existing shareholders if converted or exercised.

As of December 31, 2025, we had 181,032,929 shares of common stock outstanding, with options and warrants outstanding to purchase an aggregate of 10,528,233 shares of common stock. The conversion or possible exercise of the preferred notes, warrants and/or options, would increase the total outstanding shares of common stock by approximately 6% at December 31, 2025, which will have a dilutive effect on our existing shareholders.

The concentration of stock ownership and control by Centre Lane, and our debt transaction with Centre Lane, may cause conflicts of interests that may adversely affect us.

We have entered into and may, in the future, enter into various debt transactions and agreements with Centre Lane, including the Centre Lane Senior Secured Credit Facility. Centre Lane may not have any fiduciary duty to make decisions in our best interest. Centre Lane generally is entitled to vote our common stock in accordance with its own interests, which may be contrary to our and your interests and Centre Lane is not obligated to offer us business opportunities or to offer to loan additional amounts to us. We believe that the debt transactions and agreements that we have entered into with Centre Lane are on terms that are at least as favorable as could reasonably have been obtained at such time from third parties. However, these relationships could create, or appear to create, potential conflicts of interest when our board of directors is faced with decisions that could have different implications for us and Centre Lane. The appearance of conflicts, even if such conflicts do not materialize, might adversely affect the public’s perception of us, as well as our relationship with other companies and our ability to enter into new relationships in the future, which could have a material adverse effect on our ability to do business. In addition, conflicts of interest may arise between us and Centre Lane. Centre Lane may favor its own interests over our and your interests.

Some provisions of our charter documents and Florida law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders and may prevent attempts by our shareholders to replace or remove our current management.

Provisions in our amended and restated articles of incorporation, as amended (the "Articles of Incorporation") and our amended and restated bylaws (the "Bylaws"), as well as provisions of Florida law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our shareholders, or remove our current management. These include provisions that:

permit our Board to issue up to 20,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;
provide that all vacancies on our Board, including as a result of newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
provide that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as directors at a meeting of shareholders must provide advance notice in writing, and also satisfy requirements as to the form and content of a shareholder’s notice;
not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of Common Stock entitled to vote in any election of directors to elect all of the directors standing for election; and
provide that special meetings of our shareholders may be called only by the Board or by the holders of at least 40% of our securities entitled to notice of and to vote at such meetings.

These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our Board, who are responsible for appointing the members of our management. Section 607.0902 of the Florida Business Corporation Act provides provisions which may discourage, delay or prevent someone from acquiring us or merging with us whether or not it is desired by or beneficial to our shareholders. As permitted under Florida law, we have elected not to be governed by this statute. Any provision of our Articles of Incorporation, our Bylaws or Florida law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of common stock or warrants, and could also affect the price that some investors are willing to pay for our shares of common stock or warrants.

Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control, or, in the case of ownership of our common stock by Centre Lane, causing a change of control.

Our common stock ownership is highly concentrated. As of December 31, 2025, Mr. W. Kip Speyer, our former Chairman of the Board, beneficially owned approximately 16.6% of our common stock. In addition, 10th Lane Partners LP, an affiliate of Centre Lane, beneficially owns approximately 26.1% of our common stock (which amount includes the holdings of two other Centre Lane affiliates) and an individual shareholder owns an additional 5.9% of our common stock. As a result of the concentrated ownership of the Company's stock, these people collectively, or Centre Lane individually, may be able to control all matters requiring shareholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our Company, or, in the case of Centre Lane, causing a change of control to benefit Centre Lane. It could also deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company, and it may affect the market price of our common stock.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, any future loan arrangements we enter into may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Therefore, there can be no assurance that any dividends on our common stock will ever be paid. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

We may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

Pursuant to our Articles of Incorporation, the aggregate number of shares of capital stock which we are authorized to issue is 344,000,000 shares, of which 324,000,000 shares are common stock, and 20,000,000 shares are “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our Board. Our Board is empowered, without shareholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stock shareholders. As of the filing of this Annual Report on Form 10-K, there is no outstanding preferred stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk management and strategy

Cybersecurity is a critical aspect of our operations, and our board of directors and management prioritize safeguarding our digital assets and ensuring the integrity and confidentiality of sensitive information to protect our assets, customers, and stakeholders. Our cybersecurity program is managed by our Global IT Director and overseen by our executive leadership team and board of directors. It encompasses risk management, a management framework, governance, education and training across the organization, SOC2 compliance, and an incident response protocol.

We employ a proactive risk management strategy to identify, assess, track, and mitigate cybersecurity risks. Our risk assessment process involves continuous monitoring of our IT infrastructure, external vulnerability assessments, and reviews of our third-party relationships. We prioritize risks based on their potential impact on our operations and implement targeted controls and safeguards to mitigate identified threats.

Our Cybersecurity management framework is aligned with the Cybersecurity Framework (CSF) developed by the National Institute of Standards and Technology (NIST) and COBIT 2019. This framework provides a structured approach to managing our policies, standards, and processes, improving our cybersecurity posture. Additionally, we maintain SOC2 compliance, demonstrating our adherence to industry-recognized security standards and best practices.

Our board of directors and executive leadership team, through our Information Security Executive Charter, oversees our risk management program, of which cybersecurity represents an important component. Our Global IT Director is responsible for managing our risk management program, including our cybersecurity strategies and initiatives and the periodic review of our policies, standards, and risks. Our Global IT Director has over 25 years of experience in technology and security. Our board of directors and executive leadership approves cybersecurity strategies, initiatives, and investments to ensure alignment with business objectives and risk tolerance. In the event of a cybersecurity incident, we would follow an incident response protocol that includes procedures for incident tracking, escalation, containment, eradication, and recovery. As part of our incident response process, we would adhere to SEC reporting requirements related to cybersecurity incidents, providing timely and transparent disclosures as necessary.

Cybersecurity threats, and their evolving nature, pose a risk to us and our strategy, results of operations, and financial condition in the future. Our risk factors include further detail about the cybersecurity risks we face. To date, cybersecurity threats or incidents have not materially affected us or our operations. Our focus on risk management, governance, compliance, and incident response is intended to mitigate the potential harm posed by evolving cyber threats and challenges.

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases its corporate offices in Boca Raton, Florida under a long-term non-cancellable lease agreement. An addendum to the lease dated June 14, 2022, sets a lease renewal term of five years beginning upon completion of improvements to the office space by the landlord, which were completed on September 12, 2022. The annual base rent as of the beginning of this renewal term is approximately $143,000, with a provision for a 3% increase on each anniversary of the rent commencement date. The Company has the option to renew the lease for one additional five-year term.

During the year ended December 31, 2024, the Company entered into two sublease agreements for its Boca Raton corporate office suites. The subleases will continue for the remaining term on the initial lease agreement of three years with no option to extend. The aggregate minimum annual rental income under the subleases is approximately $137,000 with 3% escalations per annum. The Company retains the ability to use the address as its mailing address.

As of December 31, 2025, all the Company's employees work remotely. We periodically review our facility requirements and may acquire new facilities based on evolving business needs.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. In addition, we are currently a party to the following actions:

Ladenburg

On July 11, 2023, Ladenburg Thalmann & Co. Inc. (“Ladenburg”) filed an action against the Company for breach of contract in the United States District Court for the Southern District of Florida (the “District Court”), Case No. 9:23-cv-81019-AMC. Ladenburg alleges that it entered into an Investment Banking Agreement (the “Agreement”) with the Company on September 1, 2020. According to Ladenburg, that Agreement provided that Ladenburg would be the exclusive investment advisor and banker for the Company. Ladenburg alleges that the Agreement entitles them to a fee for any financing transactions (debt financing or merger and acquisition transactions) that the Company engages in during the term of the contract. In April 2023, the Company informed Ladenburg of the impending acquisition of Big Village Insights, Inc. and Big Village Agency, LLC (together, the "Big Village Acquisition."). Ladenburg now seeks $1.5 million, plus interest, costs and attorneys’ fees and expenses as a result of that acquisition and debt financing, claiming that it is entitled to a fee. The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition. On November 27, 2024, the District Court entered a judgment in favor of Ladenburg and against the Company granting damages of $1.7 million to Ladenburg. On December 26, 2024, the Company filed a motion with the District Court requesting that the District Court reconsider its judgment. This motion was denied on January 30, 2025. Also on December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement with Centre Lane Partners for the purpose of securing a bond to stay execution of the judgment. See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements. The Company obtained the bond and a stay of execution of the judgment was granted on February 3, 2025. On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit Court of Appeals. Ladenburg filed a response on July 9, 2025, and the Company accrued an additional $242,000 to cover fees related to this matter. The Company replied to Ladenburg's response on August 29, 2025. The Eleventh Circuit Court of Appeals has tentatively scheduled our appeal for oral argument for the week of April 6, 2026. The outcome of this matter is not determinable as of the date of issuance of these consolidated financial statements.

Other Litigation

Other litigation is defined as smaller claims or litigation that are neither individually nor collectively material. It does not include lawsuits that relate to collections.

The Company is party to various other legal proceedings that arise in the ordinary course of business, separate from normal course accounts receivable collections matters. Due to the inherent difficulty of predicting the outcome of these other legal proceedings, the Company cannot predict the eventual outcome of these matters, and it is reasonably possible that some of them could be resolved unfavorably to the Company. As a result, it is possible that the Company’s results of operations or cash flows in a particular fiscal period could be materially affected by an unfavorable resolution of pending litigation or contingencies. The outcome is not determinable as of the issuance of these financial statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We expect that effective April 10, 2026, our common stock will commence trading on the OTCID Basic Market tier of the OTC Markets Group under the symbol "BMTM". From August 19, 2022, through the present, our common stock traded on the OTCQB Market tier under the symbol "BMTM". From September 19, 2021, through August 18, 2022, the Company’s common stock was traded on the OTC Expert Market tier under the symbol "BMTM".

The Company’s common stock trades at very low volumes. There were 405 holders of record of the Company's common stock as of March 19, 2026. The closing price of our common stock as reported on the OTCQB Market on December 31, 2025, was $0.01 per share.

The following table sets forth the high and low bid prices per share of our common stock as reported by the OTC Markets for the periods indicated. The following quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

	December 31, 2025
	High		Low
1st Quarter	$	0.04	$	0.03
2nd Quarter	$	0.04	$	0.03
3rd Quarter	$	0.04	$	0.03
4th Quarter	$	0.04	$	0.003
	December 31, 2024
---	---	---	---	---
	High		Low
1st Quarter	$	0.14	$	0.05
2nd Quarter	$	0.14	$	0.05
3rd Quarter	$	0.11	$	0.05
4th Quarter	$	0.05	$	0.04

Dividend Policy

The Company has paid or accrued dividends on shares of preferred stock pursuant to the terms of such preferred stock. The Company has never declared nor paid any cash dividends on its common stock, and we do not expect to pay any cash dividends in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. The decision whether to pay cash dividends on our common stock will be made within the sole discretion of the Board, and will depend on the Company’s financial condition, results of operations, capital requirements and other factors that the Board considers significant. There can be no assurance that any dividends on our common stock will ever be paid. In addition, except in certain limited circumstances, the Credit Agreement to which the Company is a party prohibits the Company from paying any dividend or other distribution (whether in cash, securities or other property) with respect to its capital stock.

Any future loan arrangements we enter into may also contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

Recent Sales of Unregistered Securities

None.

Repurchases of Equity Securities

None.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our consolidated financial condition and results of operations for the years ended December 31, 2025, and 2024 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the "Risk Factors," "Cautionary Notice Regarding Forward-Looking Statements" and "Business" sections in this annual report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could” and similar expressions to identify forward-looking statements.

Overview

Organization and Nature of Operations

Bright Mountain Media, Inc. is an end-to-end marketing services company that helps brands with the right audiences, at the right time, with the right message, both effectively and efficiently by removing the middlemen in the marketing workflow. Our end-to-end offerings combine consumer insights with creative services, media services, and advertising technology to deliver solutions to improve audience fidelity for brands. We focus on digital publishing, advertising technology, consumer insights, creative services, and media services.

Digital Publishing

Advertising Technology

Our advertising technology division focuses on delivering targeted ads to audiences on owned and operated sites as well as third-party publishers in a cost-effective manner through the deployment of proprietary technologies. By developing our own proprietary technology stack, we are able to pass along efficiencies to both the demand and supply side of the ecosystem. Our goal is to enable and support a streamlined, end-to-end advertising model that addresses both demand (buy side) and publisher supply (sell side) programmatic sales and delivery of digital advertisements using an array of audience targeting tools and advertising formats (display, audio, video, CTV, in-app). Programmatic advertising relies on software programs that leverage data and proprietary algorithms to match the optimal selection of an ad with a bid price offered by advertisers.

Consumer Insights

Our consumer insights division focuses on providing primary and secondary research and competitive intelligence to address customers' strategic issues. We provide cutting-edge and dynamic research, offering clients a comprehensive perspective on their consumers. This insight extends to strategic guidance on the optimal timing and channels to effectively connect with target audiences. Our cutting-edge approach combines advanced data analytics, artificial intelligence, and comprehensive market research, to uncover actionable insights that drive informed decision-making.

Creative Services

Media Services

Our media services division focuses on advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns. Our aim is to empower clients to access the most sought-after advertising spaces across diverse platforms tailored to their specific needs and preferences. Our data-driven approach aims to ensure that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment ("ROI"). Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us a valuable partner in the success of our clients' advertising and marketing endeavors.

The Company generates revenue through:

the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;
fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");
serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns;
providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research; and
provision of creative and media services to advertisers.

Key Factors Affecting Our Performance

Seasonal Fluctuations. Typically, advertising technology companies report a material portion of their revenues during the third and fourth calendar quarter as a result of back-to-school and holiday-related advertising spend. We continue to experience this trend in our advertising technology division. Because of seasonal fluctuations, there can be no assurance that the results of any quarter or full year will be indicative of results for future years or quarters.

Limited Number of Customers. For the year ended December 31, 2025, two customers represented 13.6% and 11.9% of our revenue, respectively, and for the year ended December 31, 2024, one customer represented 12.2% of our revenue. The loss of either of these customers could have a material adverse impact on our results of operations in future periods.

Managing Industry Dynamics. We operate in the rapidly evolving digital advertising industry. Advances in programmatic advertising technologies, and the efficient and automated method of purchasing ads online, has enabled publishers to auction their ad inventory to more buyers simultaneously, in real time. As advertisers stay ahead of evolving trends in consumer engagement with digital media, an expansive opportunity for innovation emerges. Our commitment to understanding customer needs empowers us, and our continuous pursuit of innovation enables swift adaptation to industry shifts. This approach not only facilitates the development of cutting-edge solutions, but also does so in a cost-effective manner.

As regulatory concerns accelerate the impact on existing industry standards, companies are actively seeking new methods to finely tailor their messages to target audiences. Tech companies will be limited in how they monetize personal information for advertising purposes. This trend is exemplified by two imminent developments: (1) the anticipated erosion of Google's third-party cookies and (2) the data security measures integrated into Apple iPhones. Consequently, companies must explore innovative methods to better understand their target audiences and have the tools to effectively engage with them.

Key Operating and Financial Metrics

We monitor the following key financial and operational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. The following are the key financial and operational metrics for the years ended December 31, 2025, and 2024:

	Year Ended December 31,
	2025			2024
(in thousands)
Revenue	$	59,229		$	56,681
Cost of revenue		43,443			40,221
Gross margin		15,786			16,460
General and administrative expenses		16,432			21,378
Impairment of goodwill and intangibles		786			-
Financing and other expense, net		12,023			12,106
Net loss	$	(13,455	)	$	(17,024	)
Adjusted EBITDA (1)	$	2,984		$	790

(1) For a reconciliation of net loss to Adjusted EBITDA see “Use of Non-GAAP Financial Measures” below.

Revenue

The Company generates revenue through:

the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;
fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");
serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns;
providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research; and
provision of creative and media services to advertisers.

Revenue increased approximately $2.5 million, or 4%, for the year ended December 31, 2025 when compared to the same period in 2024. See below for a detailed analysis of revenue for the years ended December 31, 2025, and 2024.

Cost of Revenue

Cost of revenue includes internal labor and payment to third parties for services performed to drive revenue, which includes the publisher cost paid for ad exchange on third party sites, advertising fees, personnel costs, technology and data related costs, fees paid for content creation, influencers, writers and sales commission.

Cost of revenue increased approximately $3.2 million, or 8%, for the year ended December 31, 2025 compared to 2024. See below for a detailed analysis of cost of revenue for the years ended December 31, 2025, and 2024.

General and Administrative Expenses

General and administrative expenses consist primarily of (i) personnel and related costs for our executive, finance and accounting, human resources, and, administrative personnel, including salaries, benefits, bonuses, and stock-based compensation; (ii) legal, accounting and other professional service fees; (iii) other corporate expenses; (iv) information technology costs; and (v) facility costs.

General and administrative expenses decreased approximately $5.0 million, or 23%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. See below for a detailed analysis of general and administrative expenses for the years ended December 31, 2025 and 2024.

Impairment of Goodwill and Intangibles

Impairment of goodwill and intangibles increased approximately $786,000, or 100%, for the year ended December 31, 2025, compared to 2024.

Results of Operations

The following is our analysis of the results of operations for the years ended December 31, 2025, and 2024. This analysis should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Net loss from operations for the year ended December 31, 2025 was $13.5 million as compared to a net loss of $17.0 million for the year ended December 31, 2024. The following is our analysis for the period.

	Year Ended December 31,
	2025			2024			Change
(in thousands)
Revenue	$	59,229		$	56,681		$	2,548		4	%
Cost of revenue		43,443			40,221			3,222		8	%
Gross margin		15,786			16,460			(674	)	-4	%
General and administrative expenses		16,432			21,378			(4,946	)	-23	%
Impairment of goodwill and intangibles		786			—			786		100	%
Loss from operations		(1,432	)		(4,918	)		3,486		-71	%
Financing and other expense, net		(12,023	)		(12,106	)		83		-1	%
Net loss	$	(13,455	)	$	(17,024	)	$	3,569		-21	%
Gross margin percentage		27	%		29	%				-2	%

Revenue

Our revenue increased by $2.5 million, or 4%, for the year ended December 31, 2025, compared to the same period in 2024. The Company focuses on digital publishing, advertising technology, consumer insights, creative services, and media services. Changes in revenue generated by each such division are set forth below:

	Year Ended December 31,
	2025		2024		Change
(in thousands)
Digital publishing	$	1,482	$	1,733	$	(251	)	-14	%
Advertising technology		21,681		18,449		3,232		18	%
Consumer insights		26,559		27,021		(462	)	-2	%
Creative services		8,519		7,056		1,463		21	%
Media services		988		2,422		(1,434	)	-59	%
	$	59,229	$	56,681	$	2,548		4	%

Digital Publishing

Digital publishing revenue decreased by $251,000, or 14%, for the year ended December 31, 2025 compared to the same period of 2024. Approximately $1.5 million, or 3%, of the Company’s revenue for the year ended December 31, 2025 was generated from our digital publishing customers compared to $1.7 million, or 3%, for the same period in 2024. This division was significantly impacted by macroeconomic factors, which reduced traffic to our website, coupled with an overall reduction in spending by some customers related to inflationary concerns and reduction in website traffic.

Advertising Technology

Advertising technology revenue increased by $3.2 million, or 18%, for the year ended December 31, 2025 compared to the same period of 2024. Approximately $21.7 million, or 36%, of the Company’s revenue for the year ended December 31, 2025 was generated from our advertising technology customers compared to $18.4 million, or 33%, for the same period in 2024. This growth was driven by our ability to leverage our resources to attract top advertisers, which in turn has allowed us to onboard premium publishers. This led to an increase in volume, as well as rates and overall revenue.

Consumer Insights

Consumer insights revenue decreased by $462,000, or 2%, for the year ended December 31, 2025 compared to the same period in 2024. Approximately $26.6 million, or 45%, of the Company’s revenue for the year ended December 31, 2025 was generated from our consumer insights customers, compared to $27.0 million, or 48%, for the same period in 2024.

Creative Services

Creative services revenue increased by $1.5 million, or 21%, for the year ended December 31, 2025 compared to the same period in 2024. Approximately $8.5 million, or 14%, of the Company’s revenue for the year ended December 31, 2025 was generated from our creative services customers, compared to $7.1 million, or 12% for the same period in 2024. This increase was driven by an increase in the number of projects for smaller tier revenue customers.

Media Services

Media services revenue decreased by $1.4 million, or 59%, for the year ended December 31, 2025 compared to the same period in 2024. Approximately $988,000, or 2%, of the Company’s revenue for the year ended December 31, 2025 was generated from our media services customers, compared to $2.4 million, or 4%, for the same period in 2024. This decrease was related to the timing of customer needs and the moving of certain projects from 2025 to 2026.

Cost of Revenue

	Year Ended December 31,
	2025		2024		Change
(in thousands)
Direct salaries and labor costs	$	6,526	$	7,557	$	(1,031	)	-14	%
Direct project costs		14,096		11,723		2,373		20	%
Non-direct project costs		5,203		6,617		(1,414	)	-21	%
Publisher costs		15,143		12,384		2,759		22	%
Content creation		761		699		62		9	%
Sales commissions		1,288		1,152		136		12	%
Other		426		89		337		379	%
	$	43,443	$	40,221	$	3,222		8	%

Cost of revenue increased by $3.2 million, or 8%, for the year ended December 31, 2025, compared to the same period of 2024. This increase was due to the factors discussed below:

Direct Salaries and Labor Cost

Direct salaries and labor cost decreased by $1.0 million, or 14%, for the year ended December 31, 2025 when compared to the same period in 2024. Approximately $6.5 million, or 15%, of the Company's cost of revenue for the year ended December 31, 2025 was a result of direct salaries and labor cost, compared to $7.6 million, or 19%, for the same period in 2024. This decrease was related to our continued efforts to decrease headcount. These costs represent salary and labor cost of employees that work directly on customer projects for our consumer insights, creative services, and media services divisions.

Direct Project Cost

Direct project cost increased $2.4 million, or 20%, for the year ended December 31, 2025 when compared to the same period in 2024. Approximately $14.1 million, or 32%, of the Company's cost of revenue for the year ended December 31, 2025, was a result of direct project cost compared to $11.7 million, or 29%, for the same period in 2024. This increase was related to an increase in customer contracts. These costs include payments made to third-parties that are directly attributable to the completion of projects that allow for revenue recognition for our consumer insights, creative services, and media services divisions.

Non-Direct Project Cost

Non-direct project cost decreased by $1.4 million, or 21%, for the year ended December 31, 2025, when compared to the same period in 2024. Approximately $5.2 million, or 12%, of the Company's cost of revenue for the year ended December 31, 2025, was a result of non-direct project cost compared to $6.6 million, or 16%, for the same period in 2024. This decrease was related to our continued efforts to reduced headcount. These costs represent overall client service costs that are not specifically related to a particular project.

Publisher Cost

Publisher cost was $15.1 million, which represents 35% of overall cost of revenue, and $12.4 million, or 31%, of overall cost of revenue for the years ended December 31, 2025 and 2024, respectively. We experienced an increase of $2.8 million, or 22%, for the year ended December 31, 2025 compared to the same period in 2024. Publisher costs were lower in 2024 because we were running political campaigns, which generate lower publisher costs. We did not run similar campaigns in 2025. These costs represent payments to media providers and website publishers.

Gross Margin

Gross margin was $15.8 million, and $16.5 million for the years December 31, 2025 and 2024. Our gross margin decreased $674,000, or 4%, for the year ended December 31, 2025, when compared to the same period for 2024. Gross margin as a percentage of revenue decreased to 27% for the year ended December 31, 2025, compared to 29% for the same period of 2024, due to the higher cost of revenue.

General and Administrative Expenses

	Year Ended December 31,
	2025			2024			Change
(in thousands)
Personnel costs	$	6,892		$	8,750		$	(1,858	)	-21	%
Legal fees		1,153			2,618			(1,465	)	-56	%
Professional fees		3,233			3,568			(335	)	-9	%
Insurance		523			775			(252	)	-33	%
Depreciation		56			127			(71	)	-56	%
Amortization		1,864			1,924			(60	)	-3	%
Data processing		1,767			2,591			(824	)	-32	%
Other		944			1,025			(81	)	-8	%
	$	16,432		$	21,378		$	(4,946	)	-23	%
Gross margin as a percentage of general and administrative expense		96	%		77	%				19	%

General and administrative expenses decreased $5.0 million, or 23%, for the year ended December 31, 2025, compared to the same period in 2024. The decrease was due to a combination of factors as discussed below:

Personnel Cost

Personnel cost decreased by approximately $1.9 million, or 21%, for the year ended December 31, 2025 compared to the same period in 2024. The Company reduced its headcount in 2025 by 12 employees, including 7 employees that were terminated as a reduction in force. The Company incurred severance cost of approximately $70,000 in connection with this reduction. The Company incurred severance cost of approximately $250,000 associated with a headcount reduction during the same period for 2024. We had 107 total employees as of December 31, 2025, compared to 119 total employees as of December 31, 2024.

Legal Fees

Legal fees decreased by $1.5 million, or 56%, for the year ended December 31, 2025, compared to the same period in 2024. This decrease is due largely to a decrease in payments made as part of the ongoing litigation with Ladenburg. For a full description of litigation matters, see Note 16, Commitments and Contingencies, to the consolidated financial statements.

Insurance Cost

Insurance cost decreased by $252,000, or 33%, compared to the same period in 2024. This change was mainly driven by a reform of the Company's management liability insurance program, including changes to insurance providers, resulting in a decrease in premiums from the prior year.

Data Processing

Data processing costs decreased by $824,000, or 32%, during the year ended December 31, 2025, when compared to the same period in 2024. This reduction was due largely to the reclassification of certain components of data processing costs to costs of revenue

Financing Expense (Income)

	Year Ended December 31,
	2025			2024			Change
(in thousands)
Interest expense	$	12,308		$	12,653		$	(345	)	-3	%
Other expense (income)		(285	)		(547	)		262		-48	%
Total financing and other expense, net	$	12,023		$	12,106		$	(83	)	-1	%

Financing and other expense, net, decreased by $83,000, or 1%, for the year ended December 31, 2025, compared to the same period in 2024.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. The following table summarizes total current assets, total current liabilities and net working capital (deficit) as of December 31, 2025 as compared to December 31, 2024.

	December 31, 2025			December 31, 2024
(in thousands)
Total current assets	$	20,689		$	20,299
Total current liabilities		116,231			33,780
Net working capital (deficit)	$	(95,542	)	$	(13,481	)

As of December 31, 2025, we had a cash balance of $1.4 million and a restricted cash balance of $1.9 million, compared with a cash balance of $2.5 million and a restricted cash balance of $1.9 million as of December 31, 2024. The Company’s liquidity needs, and a discussion of how it intends to meet those needs, is discussed below. See –“Going Concern.”

During the year ended December 31, 2024, the Company received $1.9 million in debt financing from the Centre Lane Senior Secured Credit Facility. We used these funds to secure a bond in connection with our appeal of the Ladenburg litigation during 2024. During the year ended December 31, 2025, we did not receive additional debt financing from the Centre Lane Senior Secured Credit Facility.

Going Concern

Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $180.3 million as of December 31, 2025. Cash flows provided by operating activities were $1.3 million and $1.9 million for the years ended December 31, 2025, and 2024, respectively. As of December 31, 2025, the Company had a working capital deficit of approximately $95.5 million, inclusive of $1.4 million in cash and cash equivalents and $1.9 million in restricted cash.

The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors. During the next year, we anticipate that we will need approximately $86.3 million to meet our contractual obligations in addition to amounts needed for our working capital needs. The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Agreement or raising equity capital. Any refinancing or additional financing may require the consent of Centre Lane under the terms of the Centre Lane Senior Secured Credit Agreement, and there can be no assurance that such consent would be obtained. The ability to access the capital markets is also dependent upon the volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, or reducing general and administrative expenses, including a reduction in headcount. If the Company is unable to successfully implement one or more of these alternatives, it may be required t seek protection under applicable bankruptcy or insolvency laws. The ultimate success of these plans is not guaranteed and if we are unable to refinance or restructure the Centre Lane Senior Secured Credit facility, we may not be able to continue as a going concern.

The Company's current cash and working capital, as of the filing of this Annual Report on Form 10-K, is not expected to be sufficient to fund its anticipated level of operations over the next twelve months. As a result, such matters create a substantial doubt regarding the Company’s ability to meet its financial needs and continue as a going concern.

The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern.

Financing Arrangement Summary

Centre Lane Senior Secured Credit Facility

On June 5, 2020, the Company and its subsidiaries entered into the Amended and Restated Senior Secured Credit Facility between themselves, the lenders party thereto and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent (“Centre Lane Partners”), as amended (the “Credit Agreement”). The Credit Agreement has been amended numerous times to change the terms, including the amounts outstanding, the interest rate, the maturity date and other payment terms.

As of December 31, 2025, Centre Lane Partners has loaned the Company $39.9 million through Amendments One through Eight (the "Second Out Loans"), Amendments Nine through Sixteen (the "First Out Loans"), and Amendments Seventeen and Twenty-One (the "Third Out Loans").

Effective March 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Second Amendment to the Credit Agreement, pursuant to which the following adjustments were made to the outstanding loans:

Extending the maturity date of the First Out Loans (which no longer include the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans), Second Out Loans (formerly defined as the Last Out Loans), and Third Out Loans (comprised of the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans) from April 20, 2026, to December 20, 2026;
Changing the Second Out Loans PIK rate to the Term Secured Overnight Financing Rate (“SOFR”) plus 3% and the Second Out loans cash interest rate to 2%;
Changing the First Out Loans cash interest rate to the Term SOFR plus 2%;
Changing the Third Out Loans PIK rate to 15%;
Adjusting the amortization of the Second Out Loans such that quarterly installments of 1% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid for each quarter in 2025, and quarterly installments of 2% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid thereafter until maturity; and
Adjusting the amortization of the First Out Loans such that an installment of $700,000 was paid on March 31, 2025, and quarterly installments of $575,000 are paid thereafter until maturity.

Effective September 30, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Third Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on September 30, 2025, including the following modifications:

Converting the First Out Loans cash interest due on September 30, 2025, to interest PIK;
Reducing the First Out Loans amortization payment from $575,000 to $250,000 due on September 30, 2025, with the difference deferred to the maturity date of the First Out Loans, which is December 20, 2026;
Incurring an amendment fee equal to 25 basis points of the First Out Loans, approximately $8,000, which was added to the principal balance as of September 30, 2025;
Converting the Second Out Loans cash interest due on September 30, 2025, to interest PIK; and
Deferring the Second Out Loans amortization payment due on September 30, 2025, to the maturity date of the Second Out Loans, which is December 20, 2026;
Following the payments made on September 30, 2025, all loan terms, including cash interest and PIK rates, reverted to the terms established under the Twenty-Second Amendment.

Effective December 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Fourth Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on December 31, 2025, including the following temporary modifications:

Converting the Second Out Loans cash interest due on December 31, 2025, to interest PIK; and
Deferring the Second Out Loans amortization payment due on December 31, 2025, to March 31, 2026.
Following the payments made on December 31, 2025, all loan terms, including cash interest and PIK rates, reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and were due on March 31, 2026.

The outstanding principal owed to Centre Lane Partners was $86.1 million and $78.8 million as of December 31, 2025, and December 31, 2024, respectively. Of the amount outstanding at December 31, 2025, approximately $1.8 million is due on March 31, 2026, $1.4 million is due on June 30, 2026, and $1.4 million is due on September 30, 2026. The remaining principal balance of $81.5 million is due on December 20, 2026.

For a full description of the Centre Lane Senior Secured Credit Facility, see Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

Summary of Cash Flows

The following table summarizes cash flow activities during the years ended December 31, 2025, and 2024:

	Year Ended December 31,
(in thousands)	2025			2024
Cash flow provided by operating activities	$	1,252		$	1,878
Cash flow used in investing activities		(111	)		(110	)
Cash flow used in financing activities		(2,313	)		(1,361	)
Net (decrease) increase in cash and cash equivalents, net of impact of exchange rates	$	(1,175	)	$	406

Operating Activities

Our largest source of operating cash is cash collections from customers from revenue. Our primary uses of our operating cash, are for cost of revenue expenses, personnel-related expenditures and other general administrative expenses.

For the year ended December 31, 2025, cash provided by operating activities was $1.3 million. The primary factors affecting our operating cash flows during the period were our net loss of $13.5 million, adjusted for non-cash charges of $1.9 million for amortization of intangible assets, $2.2 million of amortization of debt discount, $9.6 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, $786,000 of impairment of goodwill and intangible assets, $125,000 for stock option compensation expense, and a $320,000 net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $1.5 million increase in accounts receivable, a $311,000 increase in prepaid expenses and other assets, and a $363,000 decrease in other liabilities, partially offset by a $2.0 million increase in accounts payable and accrued expenses.

For the year ended December 31, 2024, cash provided by operating activities was $1.9 million. The primary factors affecting our operating cash flows during the period were our net loss of $17.0 million, adjusted for non-cash charges of $1.9 million for amortization of intangible assets, $2.7 million of amortization of debt discount, $9.4 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, $254,000 for stock option compensation expense, and a $4.4 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $1.7 million decrease in deferred revenue, a $369,000 decrease in accounts receivable, a $198,000 decrease in prepaid expenses and other current assets, a $5.2 million increase in accounts payable and accrued expenses, and a $1.2 million increase in other liabilities.

Investing Activities

During the year ended December 31, 2025, the Company used cash of $111,000 in investing activities, which was attributable to the purchase of property and equipment of $111,000.

During the year ended December 31, 2024, the Company used cash of $110,000 in investing activities, which was largely attributable to the purchase of property and equipment of $14,000, and website enhancements of $96,000.

Financing Activities

During the year ended December 31, 2025, the Company used cash of $2.3 million in financing activities, which is largely attributable to repayment of principal on the Centre Lane Senior Secured Credit Facility of $2.3 million.

During the year ended December 31, 2024, the Company used cash of $1.4 million in financing activities, which is largely attributable to repayment of principal on the Centre Lane Senior Secured Credit Facility of $3.1 million, partially offset by the draw of $1.9 million on the Centre Lane Senior Secured Credit Facility that we used to secure a bond in connection with our appeal of the Ladenburg litigation.

Contractual Obligations and Commitments

The following table represents our contractual obligations as of December 31, 2025, aggregated by type:

		Due in less<br>than 1 year		Due 1-3<br>years		Due 3-5<br>years		More than<br>5 years
( in thousands)
Operating lease	173	$	96	$	77	$	-	$	-
Finance lease	20		20		-		-		-
Centre Lane Senior Secured Credit Facility	86,140		86,140		-		-		-
Interest payable - Centre Lane Senior Secured Credit Facility	59		59		-		-		-
	86,392	$	86,315	$	77	$	-	$	-

All values are in US Dollars.

The Company’s liquidity needs, and a discussion of how it intends to meet those needs, is discussed above. See –“Going Concern.”

Use of Non-GAAP Financial Measures

Non-GAAP results are presented only as a supplement to the financial statements and for use within management's discussion and analysis based on U.S. generally accepted accounting principles ("GAAP"). The non-GAAP financial information is provided to enhance the reader's understanding of the Company's financial performance, but non-GAAP measures should not be considered in isolation or as a substitute for financial measures calculated in accordance with GAAP.

All of the items included in the reconciliation from net loss before taxes to EBITDA and from EBITDA to Adjusted EBITDA are either (i) non-cash items (e.g., depreciation, amortization of purchased intangibles, stock-based compensation, etc.) or (ii) items that management does not consider to be useful in assessing the Company's ongoing operating performance (e.g., M&A costs, income taxes, gain on sale of investments, loss on disposal of assets, etc.). In the case of the non-cash items, management believes that investors can better assess the Company's operating performance if the measures are presented without such items because, unlike cash expenses, these adjustments do not affect the Company's ability to generate free cash flow or invest in its business.

We use, and we believe investors benefit from the presentation of, EBITDA and Adjusted EBITDA in evaluating our operating performance because it provides us and our investors with an additional tool to compare our operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our core operations. We believe that EBITDA is useful to investors and other external users of our financial statements in evaluating our operating performance because EBITDA is widely used by investors to measure a company's operating performance without regard to items such as interest expense, taxes, and depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired.

Because not all companies use identical calculations, the Company's presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. However, these measures can still be useful in evaluating the Company's performance against its peer companies because management believes the measures provide users with valuable insight into key components of GAAP financial disclosures.

A reconciliation of net loss before taxes to non-GAAP EBITDA and Adjusted EBITDA is as follows:

	Year Ended December 31,
	2025			2024
(in thousands)
Net loss before tax	$	(13,455	)	$	(17,024	)
Depreciation expense		56			127
Amortization of intangibles		1,864			1,924
Impairment of goodwill and intangibles		786			-
Amortization of debt discount		2,150			2,697
Other interest expense		22			39
Interest expense - Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes		10,136			9,917
EBITDA (loss)		1,559			(2,320	)
Stock compensation expense		125			254
Non-recurring professional fees		380			390
Non-recurring legal fees		850			2,216
Non-recurring severance expense		70			250
Adjusted EBITDA	$	2,984		$	790

Critical Accounting Policies

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements, describes the significant accounting policies used in preparation of the consolidated financial statements. Management believes the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. The most significant areas involving management judgments and estimates are described below. Actual results in these areas could differ from management's estimates.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No. 606, Revenue from Contracts with Customers, (ASC 606). The Company recognizes revenue at a point in time when control is transferred to the customer or over time as a percentage of completion or otherwise in accordance with the terms of the contract. Cash received by the Company prior to when control of services is transferred to the customer, is recorded as deferred revenue.

Digital publishing and advertising technology revenues are generated by audiences seeing or clicking on digital advertisements utilizing several advertising partners. The Company recognizes revenue once the performance obligation is satisfied at a point in time, on a gross basis, net of adjustments based on the number of advertisements delivered.

Consumer insights revenues are generated from providing primary and secondary research, competitive intelligence, expert insight, data solutions, and analytic services designed to address customers’ strategic needs. For research engagements where services are delivered over time and progress can be measured, the Company recognizes revenue using a percentage of completion method on a cost-to-cost basis. Under this method, progress toward satisfaction of the performance obligation is measured based on costs incurred to date relative to total estimated costs expected to be incurred. Costs that do not contribute to progress toward satisfying the performance obligation are excluded. For subscription-based offerings, revenue is recognized ratably over the contractual service period as the customer receives the benefits of the services. For research deliverables, revenue is recognized at a point in time when control of the deliverable transfers to the customer. For certain data and platform-based solutions, revenue is recognized either (i) monthly based on variable consideration as invoiced or (ii) at a point in time when the underlying service or data is made available, depending on the contractual terms.

Creative services revenues are generated by delivering campaign services to customers. Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for the individual performance obligations separately if they are distinct. If recurring services are performed, the Company recognizes revenue as the services are rendered over time, generally on a ratable basis over the contract term beginning on the date that the service is made available to the customer. For campaign services that require a one-time deliverable, we recognize revenue once the performance obligation is satisfied at a point in time.

Media services revenues are generated through the access to programmatic campaigns. The Company recognizes revenue as the services are rendered over time, on a ratable basis over the contract term, beginning on the date that the service is made available to the customer.

See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements.

Goodwill

We have generated goodwill as a result of our acquisitions. At the time of acquisition, we account for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed.

We review our goodwill for impairment on an annual basis at October 1 or more frequently if events or a change in circumstances indicates that the carrying amount may not be recoverable. We test goodwill for impairment at a level within the Company referred to as a reporting unit. We have determined that there are three reporting units: “Owned & Operated”, “Ad Network” and “Insights”.

In accordance with FASB Accounting Standards Codification No. 350, Goodwill and Other, (ASC 350), we initially perform a qualitative assessment (commonly known as "step zero") to determine whether further impairment testing is necessary before performing the two-step test. The qualitative assessment requires judgment by management about economic conditions including the entity's operating environment, its industry and other market considerations, entity-specific events related to financial performance or loss of key personnel and other events that could impact the reporting unit. If management concludes, based on assessment of relevant events, facts, and circumstances, that it is more likely than not that a reporting unit's fair value is greater than its carrying value, no further impairment testing is required. If we determine, based on this assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a quantitative goodwill impairment test by comparing the reporting unit's fair value with its carrying value. An impairment loss is recognized for the amount by which the reporting unit's carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit. No impairment loss is recognized if the fair value of the reporting unit exceeds its carrying value.

See Note 7, Goodwill, to the consolidated financial statements.

Valuation for Debt Modifications and Extinguishment

The Company enters into various amendments to our credit facility for additional loans used for working capital. Part of the amendments include fees that would be added and capitalized to the principal amount of the original loan. The Company is required to perform an analysis of the change in each amendment to determine whether the change represents a modification or an extinguishment of debt. As part of this analysis, the Company must first evaluate whether the amendment constitutes a troubled debt restructuring before assessing whether the change should be accounted for as a modification or an extinguishment of debt.

Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is de-recognized and the new debt is recorded at fair value, which becomes the new carrying value. Significant, complex calculations are inherently required in determining the proper accounting treatment. For each amendment, we calculate the present value of the cash flows under the terms of the amendment, and determine if it is considered substantially different by at least a 10% difference from the present value of the remaining cash flow of the original debt instrument.

See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

Income Taxes

We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws in the period those differences are expected to reverse. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.

The Company follows the provisions of FASB Accounting Standards Codification No. 740, Income Taxes (ASC 740). When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax expenses are recognized as tax expenses in the consolidated statements of operations and comprehensive loss.

See Note 20, Income Taxes, to the consolidated financial statements.

Segment Reporting

Consistent with FASB Accounting Standards Codification No. 280, Segment Reporting (ASC 280), our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Our components are digital publishing, advertising technology, consumer insights, creative services, and media services. There are no segment managers who are held accountable by the Chief Financial Officer, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we determined we have one operating and reportable segment.

Off Balance Sheet Arrangements

As of December 31, 2025 and 2024, there were no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.

Foreign Currency

We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses as a result of consolidation are included in accumulated other comprehensive income. Transaction gains and losses are included within “general and administrative expense” on the consolidated statements of operations and comprehensive loss.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company as defined in Rule 12b-2 of the Exchange Act, we are not required to include information otherwise required by this Item 7A to Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company’s consolidated financial statements and related notes, together with the report of independent registered public accounting firm, appear starting at pages F-1 of this Annual Report on Form 10-K for the years ended December 31, 2025, and 2024, and are incorporated by reference in this Item 8.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of December 31, 2025. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the period ended December 31, 2025, our disclosure controls and procedures were effective to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management's Annual Report on Internal Control over Financial Reporting

Our senior management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board, senior management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

As the Company continues to improve its accounting processes, management has implemented, and continues to implement, a series of measures designed to strengthen the Company's control environment, risk assessment processes, and control activities. The Company updated its information technology general controls ("ITGC") risk assessment to better evaluate risks affecting the reliability, integrity, security, and confidentiality of the Company's information systems and underlying financial data.

During the year ended December 31, 2025, the Company implemented the compliance model within Floqast to formalize the identification, documentation, and monitoring of key internal controls. Through this initiative, management developed a comprehensive key control matrix that documents controls related to significant financial statement areas, including revenue recognition, cost of sales, equity transactions, and other material account balances and disclosures. This framework enhances management's ability to evaluate control design, monitor operating effectiveness, and maintain clear documentation supporting financial reporting controls.

To improve the timeliness and consistency of financial reporting, the Company optimized its month-end close process by enhancing cross-departmental coordination, automating key reconciliation and reporting activities, and reducing reliance on manual processes. These improvements have shortened the monthly close timeline and strengthened management review controls over financial results.

In addition, the Company implemented a new accounting system, Microsoft Dynamics 365 Business Central ("Business Central"), to enhance the efficiency, accuracy, and integration of financial data across departments. The implementation of this system supports improved segregation of duties, system-based controls, audit trail functionality, and more consistent application of accounting policies, further strengthening internal controls over financial reporting. Management believes these remediation efforts have materially improved the design and execution of the Company's internal control framework. The Company will continue to monitor the effectiveness of these controls and pursue additional enhancements as necessary to ensure a sustainable and effective control environment.

Based on the Company’s continued improvements in its accounting processes described above, the Company’s Chief Executive Officer and Chief Financial Officer evaluated our internal controls and concluded that as of the period ended December 31, 2025, they were effective, and that our consolidated financial statements included in this Form 10-K fairly represent, in all material respects, our financial condition and results of operations as of and for the year ended December 31, 2025.

We will continue to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered independent public accounting firm on management’s assessment regarding internal controls over financial reporting due to the exemption from such requirements established by rules of the SEC for smaller reporting companies.

Changes in Internal Control over Financial Reporting

Other than the matters set forth above, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the year ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

Our Board currently consists of five members. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his or her successor is elected and qualified. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the board increases the number of directors, the board may fill any vacancy by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor.

The following table sets forth the names, ages and positions of our directors:

Name	Age	Position
Matthew Drinkwater	52	Interim Chairman of the Board and Chief Executive Officer
Elaine Riddell	70	Director
Joseph Pergola	51	Director and Chairman of Audit Committee
Thomas Triscari	56	Director and Chairman of Compensation Committee
Jeff Hirsch	67	Director and Chairman of Governance Committee

Matthew Drinkwater has been a member of our Board since January 2022 and was appointed Chief Executive Officer in December 2021. He was appointed Interim Chairman of the Board on August 8, 2024. Mr. Drinkwater has an extensive track record of adding value to the companies he has worked for over his professional career in several key senior executive and sales roles at companies such as Buzzfeed Inc. (NASDAQ: BZFD), Twitter Inc., Groupon Inc. (NASDAQ: GRPN), Yahoo and America Online (AOL). Mr. Drinkwater is a digital executive with extensive, progressively advancing leadership experience at iconic high tech brands. Mr. Drinkwater was a member of Revenue Collective, a private organization for commercial growth operators, from 2020 to 2021. Mr. Drinkwater served as the Senior Vice President, International from 2017 to 2019 and General Manager, International from 2019 to 2020 for Buzzfeed Inc. He also was in Agency Development and Global Accounts at Twitter from 2015 to 2017 and head of Twitter’s Global Online Sales in San Paolo, Brazil from 2013 to 2015. Mr. Drinkwater served as Vice President of Groupon East Coast from 2011 to 2013 and Senior Director of Sales, New England and Canada at Yahoo from 2009 to 2011. Mr. Drinkwater holds a B.A. in Economics from College of the Holy Cross.

We believe that Mr. Drinkwater possesses attributes that qualify him to serve as a member of our Board, including his experience serving in key management roles and extensive knowledge of the tech industry.

Elaine Riddell has been a member of our Board since September 2024. Ms. Riddell has over 15 years of experience as a CEO at leading firms such as NOPWorld Health, TNS Healthcare, and Kantar Health (now Oracle LifeSciences). She currently serves as Managing Director at Oaklins DeSilva + Phillips, a leading investment bank specializing in M&A advisory within the marketing and media services sector. In addition to her advisory work, Ms. Riddell serves as a board director for the Executive Forum, a network of top executives dedicated to advancing business growth. She served as Vice President from 2012-2016 and 2018-2024 and was Chair of the Advisory Board for Themis Analytics from 2016 to its acquisition in 2017. Ms. Riddell is a McGill University alumna and holds dual Canadian and American citizenship.

We believe that Ms. Riddell possesses attributes that qualify her to serve as a member of our Board, including her distinguished history of transforming established global data, analytics, and consulting firms into high-performing market leaders.

Joseph Pergola has been a member of our Board since September 2024. Mr. Pergola currently serves as the Chief Financial Officer of Truckstop, a leading digital marketplace for freight. With over 25 years in the industry, Mr. Pergola has held key roles at Amazon, Criteo, The Weather Company, Yahoo, and Time Warner. As CFO of Integral Ad Science, he was instrumental in the company’s successful IPO in 2021, valued at $3.8 billion. Mr. Pergola holds a B.S. in Business Management from Saint Peter’s University and an MBA in Finance and Media and Communications from Fordham Gabelli School of Business.

We believe that Mr. Pergola possesses attributes that qualify him to serve as a member of our Board, including his distinguished track record of leading and transforming finance, accounting, mergers and acquisitions, corporate development, business and sales operations, and real estate for multiple Fortune 500 Media and Ad Tech companies.

Thomas Triscari has been a member of our Board since September 2024. Mr. Triscari currently serves as a Senior Advisor at Landmark Ventures and is the founder of the Forensic AdTech Collective Thinktank (FACT), an initiative to pioneer new standards in the industry. His extensive advisory and non-executive board roles include positions at WasteNot, Br1dge, Adfidence, and Compliant. He serves as a non-executive board member at Adslot and has made significant contributions as the Founder of the Quo Vadis Newsletter, a respected resource in AdTech. Previously, Mr. Triscari held influential roles at Yahoo! EMEA, where he participated in sales operations, planning, and strategy, and at Criteo, where he served as Director of Publisher Marketplace and Business Intelligence. As an entrepreneur, Mr. Triscari founded Labmatik, a consultancy specializing in programmatic advertising, and led Yieldr, a demand-side platform (DSP) as CEO. He holds a B.A. in Economics from UCLA and an MBA in Finance and Entrepreneurship from the University of Notre Dame Mendoza College of Business.

We believe that Mr. Triscari possess attributes that qualify him to serve as a member of our Board, including his extensive experience and deep understanding of the AdTech and media industries.

Jeff Hirsch has been a member of our Board since August 2023. Mr. Hirsch has over 25 years in technology, business, and sales organization development, brand strategy, and investor relations. Since April 2023, he has served as a consultant and as the Managing Partner of Aperiam, a firm that invests in ad tech. From July 2016 to April 2023, he held various leadership roles at PubMatic (NASDAQ: PUBM), a digital marketing company, including serving as Chief Commercial Officer from 2019 until April 2023. He also held prior executive roles as President of CPXi (now Digital Remedy), Chief Executive Officer of AudienceScience, Chief Marketing Officer of SundaySky, SVP of ValueClick, and was a founder and Chief Revenue Officer of Fastclick (NASDAQ: FSTC). Mr. Hirsch graduated from the University of California Santa Barbara with a B.A. in Experimental Psychology.

We believe that Mr. Hirsch possesses attributes that qualify him to serve as a member of our Board, including his extensive experience in management, strategy, and investor relations in our industry.

Director Independence

Our Board has determined that Ms. Riddell, Mr. Pergola, Mr. Triscari, and Mr. Hirsch qualify as “independent” directors within the meaning of the NYSE listing standards. The NYSE independence definition includes a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determination that a director has no relationship with us that would interfere with such director’s exercise of independent judgment in carrying out the responsibilities of a director.

There are currently no family relationships among any of our directors or executive officers.

Executive Officers

Below are the names, ages, and positions of our current executive officers:

Name	Age	Position
Matthew Drinkwater	52	Interim Chairman of the Board and Chief Executive Officer
Ethan Rudin	51	Chief Financial Officer

The following is certain biographical information describing the business experience of Mr. Rudin, who does not serve as a director. The biography of Mr. Drinkwater appears earlier in this section. See “Directors” above.

Ethan Rudin has served as our Chief Financial Officer since October 2023. Prior to joining us, Mr. Rudin served as the Chief Financial Officer of Boundless Network, a private equity-backed promotional products distribution platform since November 2022. Mr. Rudin previously served as the Chief Financial Officer of BuildDirect Technologies, an online building materials retailer, from January 2021 to September 2022. Prior to joining BuildDirect Technologies, Mr. Rudin served as the Chief Financial Officer of Greenlane Holdings Inc., a distribution platform for premium vaporization products, from February 2019 to August 2020. Prior to joining Greenlane Holdings Inc., Mr. Rudin served in various roles at Napster/Rhapsody International Inc., an online music streaming platform, from August 2013 to December 2017, including as a special advisor to the Chief Executive Officer and as the Chief Financial Officer, Global Head of Label Relations & Business Development. Mr. Rudin earned his Bachelor of Arts in Economics from Tufts University in 1996 and his Masters of Business Administration from Columbia University Business School in 2022.

Code of Business Conduct and Ethics

In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, our Board adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which is applicable to all directors, officers and employees. The Code of Conduct includes our insider trading policies and procedures. A copy of the Code of Conduct is available on our website under the Investor Relations tab at www.brightmountainmedia.com. You may also obtain a printed copy of our Code of Conduct, without charge, by sending a written request to our principal offices at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487. Amendments or waivers of the Code of Conduct will be provided on our website within four business days following the date of the amendment or waiver.

Audit Committee. We have a separately designated standing audit committee of the Board (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The current members of the Audit Committee are Joseph Pergola (chair) and Thomas Triscari. All members of the Audit Committee have been determined by the Board to be independent within the meaning of the NYSE corporate governance standards. The Board has determined that Mr. Pergola qualifies as an “audit committee financial expert,” as defined in Item 407 of Regulation S-K.

The Audit Committee assists the Board with fulfilling its oversight responsibility relating to:

the integrity of the Company’s consolidated financial statements and financial reporting process;
the Company’s systems of internal controls;
the performance of the Company’s accounting function and independent auditors; and
the independent auditor’s qualifications and independence.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company’s directors, officers and persons who beneficially own 10% or more of the Company’s common stock file with the SEC initial reports of ownership and reports of changes in ownership of our stock and our other equity securities. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 2025, and for prior fiscal years, all such filing requirements applicable to any person who served as a director, officer, or greater than 10% beneficial owner during the year ended December 31, 2025, were complied with other than as follows: (i) a late Form 3 and a late Form 4 were filed for Jeff Hirsch to report his appointment as a director and to report three transactions; (ii) a late Form 4 was filed for Elaine Riddell to report one transaction; (iii) a Form 4 was due but was not filed for Thomas Triscari to report one transaction; and (iv) a late Form 4 was filed for Joseph Pergola to report one transaction.

ITEM 11. EXECUTIVE COMPENSATION

Our named executive officers for the fiscal year ended December 31, 2025 (the “named executive officers”) are:

Matthew Drinkwater, Interim Chairman of the Board and Chief Executive Officer; and
Ethan Rudin, Chief Financial Officer.

Summary Compensation Table

The following table summarizes the compensation paid to our named executive officers for the years ended December 31, 2025, and 2024:

Name and Principal Position	Year			Option Awards (1)
Matthew Drinkwater	2025	400,000	200,000	*	600,000
Chief Executive Officer	2024	400,000	200,000	*	600,000
Ethan Rudin	2025	325,000	81,250	*	406,250
Chief Financial Officer	2024	325,000	81,250	*	406,250

* Indicates that the grant date fair value of the option grant was less than one dollar.

(1) The amounts included in the Option Awards column reflects the aggregate fair market value of stock options to purchase our common stock on the grant date pursuant to FASB ASC Topic 718. All stock options were granted with an exercise price equal to the fair market value of the common stock on the date of the grant.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2025.

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable			Option Exercise Price		Option Expiration Date
Matthew Drinkwater		500,000		-	(1)	$	0.010	December 1, 2031
		187,500		62,500	(2)	$	0.010	May 26, 2032
		31,250		93,750	(3)	$	0.035	November 14, 2034
Ethan Rudin		162,500		162,500	(4)	$	0.090	October 28, 2033
		31,250		93,750	(5)	$	0.030	March 7, 2035

(1) On December 1, 2021, Mr. Drinkwater was granted options to purchase 500,000 shares of common stock. These options vested 25% on each of December 1, 2021, December 1, 2022, December 1, 2023, and December 1, 2024.

(2) On May 26, 2022, Mr. Drinkwater was granted options to purchase 250,000 shares of common stock. These options (i) vested 25% on May 26, 2023, May 26, 2024, and May 26, 2025, and (ii) will vest 25% on May 26, 2026.

(3) On November 14, 2024, Mr. Drinkwater was granted options to purchase 125,000 shares of common stock. These options (i) vested 25% on November 14, 2025, and (ii) will vest 25% on each of November 14, 2026, November 14, 2027, and November 14, 2028.

(4) On October 28, 2023, Mr. Rudin was granted options to purchase 325,000 shares of common stock. These options (i) vested 25% on October 28, 2024, and October 28, 2025, and (ii) will vest 25% on each of October 28, 2026, and October 28, 2027.

(5) On March 7, 2025, Mr. Rudin was granted options to purchase 125,000 shares of common stock. These options (i) vested 25% on March 7, 2026, and (ii) will vest 25% on each of March 7, 2027, March 7, 2028, and March 7, 2029.

Executive Employment Agreements and Other Arrangements

Matthew Drinkwater

Effective December 1, 2024, we entered into an Executive Employment Agreement with Matthew Drinkwater, our Chief Executive Officer. His employment contract's term is for three years, subject to successive one-year automatic extensions, unless either party provides notice of its intent not to renew the Employment Agreement at least 120 days prior to the then-current expiration date. His annual base salary is $400,000, and he is entitled to an annual bonus of up to $600,000 based on the achievement of certain performance targets by the Company. In addition to his base salary and annual bonus, Mr. Drinkwater will be eligible to participate in all the Company’s benefit plans offered to employees of the Company from time to time, subject to satisfying eligibility requirements. Additionally, Mr. Drinkwater was granted 125,000 options to purchase an equal number of shares of the Company's common stock at an exercise price of $0.035 per share. The options will vest over four years and otherwise be subject to the terms of the Bright Mountain Media, Inc. 2022 Stock Option Plan. Pursuant to the terms of the Employment Agreement, Mr. Drinkwater is bound by customary non-competition and non-solicitation covenants during his period of employment. In the event that Mr. Drinkwater is terminated without cause, which includes a termination by Mr. Drinkwater for Good Reason (as defined in the Employment Agreement), or the Employment Agreement is terminated by way of non-renewal on the part of the Company, Mr. Drinkwater will be entitled to (i) any accrued but unpaid benefits under the Employment Agreement, (ii) any earned but unpaid annual bonus amounts, and (iii) monthly severance payments for a period of 12 months equal to between 100% and 150% of his base monthly salary at the time of termination, depending on the conditions of the termination. In the event that Mr. Drinkwater is terminated with cause or the Employment Agreement is terminated by way of non-renewal on the part of Mr. Drinkwater, Mr. Drinkwater will be entitled to any accrued but unpaid benefits under the Employment Agreement. Further, notwithstanding the foregoing, if Mr. Drinkwater is terminated without cause, including a termination by Mr. Drinkwater for Good Reason, within three months before or within one year following a change in control of the Company, Mr. Drinkwater will be entitled to monthly severance payments for a period of 12 months equal to 150% of his base monthly salary at the time of termination. If Mr. Drinkwater is terminated for cause or Mr. Drinkwater terminates the Employment Agreement for any reason, Mr. Drinkwater will be bound by such non-competition covenants for a period of one year after the date his employment with the Company terminates. Mr. Drinkwater will be bound by such non-solicitation covenants for a period of two years after the date his employment with the Company terminates regardless of the reason for such termination. Additionally, pursuant to the terms of the Employment Agreement, Mr. Drinkwater is bound by certain customary non-disclosure covenants during the period of his employment and after the date his employment with the Company terminates.

Ethan Rudin

On October 4, 2023, we entered into an Executive Employment Agreement with Ethan Rudin, our Chief Financial Officer. Pursuant to his employment contract, his annual base salary is $325,000, and he has a discretionary bonus target equivalent to 25% of his base salary subject to the achievement of certain performance metrics. In addition to his base salary and bonus, Mr. Rudin is eligible to participate in all of the Company's benefit plans offered from time to time, subject to satisfying eligibility requirements. Additionally, Mr. Rudin was granted options to purchase 325,000 shares of the Company's common stock with an exercise price equal to $0.09, the fair market value of our common stock on the date of grant. The options will vest over four years and otherwise be subject to the terms of the Bright Mountain Media, Inc. 2022 Stock Option Plan. If Mr. Rudin is terminated without cause, subject to complying with certain conditions, he is entitled to severance equal to his annual salary payable in six equal monthly installments. Pursuant to the terms of the employment agreement, Mr. Rudin is bound by customary non-competition and non-solicitation covenants during his period of employment and for a period of one year after the date his employment with the Company terminates. Additionally, pursuant to the terms of the employment agreement, Mr. Rudin is bound by certain customary non-disclosure covenants during the period of his employment and after the date his employment with the Company terminates.

On March 7, 2025, effective January 1, 2025, we entered into an amendment to Mr. Rudin’s Executive Employment Agreement to (i) increase the target bonus he is eligible to receive for 2025 to 50% of his base salary, based on the Company’s performance and as determined by the Company’s board of directors in its sole discretion; and (ii) grant him an option to purchase 125,000 shares of the Company’s common stock that vest at a rate of 25% per year beginning on March 7, 2025, at an exercise price equal to the fair market value of our common stock on the date of grant.

Director Compensation Table

On August 15, 2023, our Board of Directors adopted a new compensation policy for the directors of the board. Under the terms of the director compensation policy, independent directors receive quarterly cash compensation of $10,000 for service as a director and additional cash compensation of $5,000 for service as chair of one or more of the Board's committees. The cash compensation payments were effective April 1, 2023, with payments commencing in October 2023.

Commencing January 1, 2024, independent directors receive, on an annual basis, options to purchase 100,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the first business day of the year. Such options will vest in full on December 31 of the same year.

Additionally, the Company reimburses each director for fees, travel, and expenses related to their attendance of Board and Committee meetings, if and when incurred.

The following table summarizes the compensation earned by our directors for their services as members of our Board for the year ended December 31, 2025. The information in the following table excludes any reimbursement of out-of-pocket travel and lodging expenses which we may have paid.

Name		Option Awards (1)
Jeff Hirsch	60,000	*	-	60,000
Elaine Riddell	40,000	*	-	40,000
Joseph Pergola	60,000	*	-	60,000
Thomas Triscari	60,000	*	-	60,000

* Indicates that the grant date fair value of the option grant was less than one dollar.

(1) The amounts included in the Option Awards column reflect the aggregate fair market value of stock options to purchase our common stock on the grant date pursuant to FASB ASC Topic 718.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plan

The following table provides information as of March 19, 2026, with respect to all of our compensation plans under which equity securities are authorized for issuance:

Plan Category		Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (1)
Equity compensation plans approved by shareholders	-	$	-	-
Equity compensation plans not approved by shareholders (2)	10,353,233	$	0.09	12,146,767
	10,353,233	$	0.09	12,146,767

(1) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted stock unit awards issued under our stock option plans.

(2) The table below shows stock option plans not approved by stockholders under which grants remain outstanding.

Stock Option Plan
2013 Stock Option Plan	215,000	No further grants can be made on this plan
2015 Stock Option Plan	266,000	No further grants can be made on this plan
2019 Stock Option Plan	633,227	No further grants can be made on this plan
2022 Stock Option Plan	9,239,006	Current plan
	10,353,233

2022 Stock Option Plan

On April 14, 2022, the Board of Directors of the Company and the Compensation Committee of the Board adopted and approved the 2022 Bright Mountain Media Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan provides for the grant of awards to eligible employees, directors and consultants in the form of stock options. The purpose of the Stock Option Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. The Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of December 31, 2025, 12,146,767 shares were remaining under the Stock Option Plan for future issuance.

Security Ownership of Certain Beneficial Owners and Management

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock that may be acquired upon exercise or vesting of equity awards within 60 days of the date of the table below are deemed beneficially owned by the holders of such options and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

As of March 19, 2026, 183,218,504 shares of our common stock were issued and 181,032,929 shares were outstanding. The following table sets forth information with respect to the beneficial ownership of our common stock as of March 19, 2026, by (i) each of our directors and named executive officers, (ii) all of our directors and executive officers as a group, and (iii) each shareholder known by us to be the beneficial owner of more than 5% of our common stock. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities or any of our parents, the operation of which may at a subsequent date result in a change in control of our company.

Unless otherwise noted below, the address of each person listed on the table is c/o Bright Mountain Media, Inc., 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487.

Beneficial Owner (1)				Percentage of Outstanding Common Stock Owned (2)
Matthew Drinkwater	(3	)	1,038,682	*
Ethan Rudin	(4	)	193,750	*
Jeffrey Hirsch	(5	)	238,082	*
Elaine Riddell	(4	)	139,891	*
Thomas Triscari	(4	)	139,891	*
Joseph Pergola	(4	)	139,891	*
All executive officers and directors as a group (6 persons)	(6	)	1,890,187		1.0	%
Beneficial ownership of 5% or more:
W. Kip Speyer	(7	)	30,299,602		16.7	%
10th Lane Partners, LP	(8	)	47,257,261		26.1	%
Centre Lane Partners Master Credit Fund II, LP	(9	)	20,853,277		11.5	%
BV Agency, LLC	(10	)	26,403,984		14.6	%
Andrew Handwerker	(11	)	10,730,998		5.9	%

* Represents beneficial ownership of less than 1%.

(1) Except as otherwise indicated, the address of each beneficial owner is c/o Bright Mountain Media, Inc. 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487.

(2) The percentage of beneficial ownership of the Company is calculated based on 181,032,929 shares of common stock outstanding as of March 19, 2026.

(3) Includes (i) 319,932 shares of common stock held directly by Mr. Drinkwater; and (ii) 718,750 shares underlying exercisable options to purchase shares of common stock.

(4) Represents shares underlying exercisable options to purchase shares of common stock.

(5) Includes (i) 38,082 shares of common stock held directly by Mr. Hirsch; and (ii) 200,000 shares underlying exercisable options to purchase shares of common stock.

(6) Includes (i) 358,014 shares of common stock directly held by directors and a named executive officer; and (ii) 1,532,173 shares underlying exercisable options to purchase shares of common stock.

(7) Includes 250,000 shares underlying exercisable options to purchase common stock.

(8) Based on a Schedule 13G/A filed on February 17, 2026, by 10th Lane Partners, LP (“10th Lane”) and Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane”), consists of 26,403,984 shares held of record by BV Agency, LLC (“BV”) and 17,982,485 shared held of record by Centre Lane. 10th Lane is the Investment Advisor for each of BV and Centre Lane and has sole voting and dispositive power with respect to such shares. This number has been adjusted to include 2,870,792 shares of common stock issued to Centre Lane in connection with the Twenty-Fourth Amendment to Amended and Restated Senior Secured Credit Agreement with Centre Lane. The address for 10th Lane is 60 East 42nd Street, Suite 2220, New York, New York 10165.

(9) Based on a Schedule 13G/A filed on February 17, 2026, by 10th Lane and Centre Lane, Centre Lane is the record holder of 17,982,485 shares but disclaims ownership of these shares as 10th Lane is the Investment Advisor for Centre Lane and has sole voting and dispositive power with respect to such shares. This number has been adjusted to include 2,870,792 shares of common stock issued to Centre Lane in connection with the Twenty-Fourth Amendment to Amended and Restated Senior Secured Credit Agreement with Centre Lane. The address for 10th Lane is 60 East 42nd Street, Suite 2220, New York, New York 10165.

(10) Based on a Schedule 13G/A filed on February 17, 2026, by 10th Lane and Centre Lane, BV is the record holder of 26,403,984 shares. 10th Lane is the Investment Advisor for BV and has sole voting and dispositive power with respect to such shares. The address for 10th Lane is 60 East 42nd Street, Suite 2220, New York, New York 10165.

(11) Mr. Handwerker has sole voting and dispositive power with respect to 5,677,798 shares and shared voting and dispositive power with respect to 5,053,200 shares. This information is based on a Schedule 13G/A filed on April 9, 2018, and on the Company’s records, but has been adjusted to exclude 250,000 shares of underlying warrants that were exercisable at the time the Schedule 13G/A was filed but have since expired according to the Company's records. The address for Andrew Handwerker is 4399 Pine Tree Drive, Boynton Beach, Florida 33436.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transaction Policy

Under its written charter, the Audit Committee of our Board of Directors is responsible for reviewing and approving related party transactions (as defined in Item 404 of Regulation S-K). Our management is responsible for bringing any such transaction to the attention of the Audit Committee. In approving or rejecting any such transaction, the Audit Committee considers the relevant facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence.

Preferred Stock Purchases

No cash dividends were paid during the year ended December 31, 2025 and 2024.

At December 31, 2025, accrued unpaid preference dividends on the preferred stock were $691,000. This amount is payable to Mr. W. Kip Speyer, a former director of the Company.

Convertible Notes

On November 30, 2018, the Company issued 10% convertible promissory notes ("Convertible Notes") in the amount of $80,000 to our then Chairman of the Board, a related party. The Convertible Notes were unsecured and matured five years from issuance and were convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.40 per share. A beneficial conversion feature existed on the date the Convertible Notes were issued whereby the fair value of the underlying common stock into which the Convertible Notes was convertible was in excess of the face value of the Convertible Notes of $80,000.

On July 1, 2024, the Company repaid the outstanding principal of $80,000 and outstanding interest of $43,000 on the Convertible Notes due to its former Chairman of the Board.

Centre Lane Partners

Centre Lane Partners Master Credit Fund II, L.P. ("Centre Lane Partners"), who sold the Wild Sky business to the Company in June 2020 and beneficially owns more than 5% of the common stock of the Company, partnered and assisted the Company from a liquidity perspective during the year ended December 31, 2025. This relationship has been determined to qualify as a related party. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. Through December 31, 2025, the Company has entered into twenty-four amendments to the Amended and Restated Senior Secured Credit Agreement between it and Centre Lane Partners (the “Credit Agreement”).

The total related party debt owed to Centre Lane Partners was $86.1 million at December 31, 2025. Interest paid during the year was $532,000 in cash, and $9.6 million paid in kind.

Employment Matters

On February 8, 2023, the Company and Mr. W. Kip Speyer memorialized Mr. W. Kip Speyer’s continued service as Chairman of the Board of Directors. Also, the Company and Mr. W. Kip Speyer memorialized the expiration date for Mr. W. Kip Speyer’s employment agreement with the Company as April 1, 2023. The total compensation paid to Mr. W. Kip Speyer for the year ended December 31, 2023 was $90,000.

Mr. Todd F. Speyer, who is the son of Mr. W. Kip Speyer, our Chairman of the Board, is employed by the Company as Senior Vice President of Revenue Operations. Mr. Todd F. Speyer was previously a member of our Board through March 31, 2023. We are not a party to an employment agreement with Mr. Todd Speyer. His compensation was determined by the compensation committee, based upon industry norms. We paid Mr. Todd Speyer $175,000 for his services as an employee of the Company during the year ended December 31, 2023. We did not pay Mr. Todd Speyer any amounts for his services as a director during the year ended December 31, 2023.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Principal Accountant Fees and Services

WithumSmith+Brown, PC ("Withum") has served as the Company's independent registered public accounting firm since 2021.

The following table sets forth the fees for professional audit services and other services rendered by Withum for the years ended December 31, 2025 and 2024, respectively.

	Year Ended
	December 31, 2025		December 31, 2024
Audit fees (1)	$	1,066,814	$	832,900
Audit-related fees (2)		22,736		40,705
Tax fees (3)		30,890		30,739
All other fees (4)		-		-
	$	1,120,440	$	904,344

(1) Audit Fees. Audit Fees include fees of audits for our annual financial statements, reviews of the related quarterly financial statements, and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

(2) Audit-Related Fees. Audit Related Fees include assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements or acquisition audits and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

(3) Tax Fees. Tax Fees consist of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice. The Company’s tax return for the year ended December 31, 2025 has not been completed as of the date of this filing.

(4) All Other Fees. All Other Fees consist of fees for professional services or costs not otherwise reported in Audit Fees, Audit-Related Fees or Tax Fees. No such fees were incurred during the years ended December 31, 2025 and 2024.

Policy for Approval of Audit and Permitted Non-Audit Services

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Audit Committee of the Board approves the engagement letter with respect to audit, tax, and review services. Other fees are subject to pre-approval by the Audit Committee. The fees paid to the auditors with respect to 2025 and 2024 were pre-approved by the Audit Committee.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The financial statements and notes are listed in the Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K and are included in Part II, Item 8 of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or notes thereto listed in the Index to Consolidated Financial Statements, starting on page F-1 of this Annual Report on Form 10-K.

(a)(3) Exhibits

The following exhibits listed in the Exhibit Index below are filed as part of, and incorporated by reference into, this Annual Report on Form 10-K.

EXHIBIT INDEX

		Incorporated by Reference			Filed or<br><br>Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.1	Amended and Restated Articles of Incorporation,filed March 11, 2013	10-K	4/1/24	3.1
3.2	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 9, 2013	8-K	7/9/13	3.3
3.3	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed November 21, 2013	8-K	11/16/13	3.4
3.4	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed December 27, 2013	8-K	12/30/13	3.4
3.5	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed February 25, 2014	10-K	3/31/14	3.5
3.6	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 10, 2014	8-K	7/28/14	3.6
3.7	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 24, 2014	10-K/A	4/1/15	3.5
3.8	Articles of Amendment to the Amended and Restated Articles of Incorporation,filed March 20, 2015	10-K	4/1/24	3.8
3.9	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed October 27, 2015	8-K	12/4/15	3.7
3.10	Articles of Amendment to the Amended and Restated Articles of Incorporation,filed September 16, 2016	10-K	4/1/24	3.10
3.11	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 6, 2017	10-K	4/1/24	3.11
3.12	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 29, 2017	10-K	4/1/24	3.12
3.13	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed November 5, 2018	8-K	11/13/18	3.10
3.14	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 31, 2019	10-K	4/1/24	3.14

3.15	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 3, 2019	10-K	4/1/24	3.15
3.16	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed December 23, 2019	10-K	4/1/24	3.16
3.17	Amended and Restated Bylaws	10	1/31/13	3.2
4.1	Specimen common stock certificate	10-K	5/14/20	4.3
4.2	Description of Securities	10-K	4/1/24	4.6
4.3	Registration Rights Agreement by and between the Company and W. Kip Speyer, executed June 28, 2024	10-Q	8/14/24	4.1
10.1	2013 Stock Option Plan	10-Q	11/13/13	10.18
10.2	201 5 Stock Option Plan	8-K	5/27/15	10.36
10.3	201 9 Stock Option Plan	10-K	12/23/21	10.4
10.4	2022 Stock Option Plan	8-K	4/20/22	10.3
10.5	Lease Agreement dated August 27, 2014 for registrant's principal executive offices (contained in Exhibit 10.7)	10-K	3/10/25	10.5
10.6	Amendment to Lease Agreement dated August 8, 2018 for registrant’s principal executive offices	10-Q	11/20/18	10.1
10.7	Amendment to Lease Agreement dated June 14, 2022 for registrant's principal executive offices	10-K	3/10/25	10.7
10.8	Sublease Agreement dated May 31, 2024 for registrant's principal executive office, suite 2050	10-K	3/10/25	10.8
10.9	Sublease Agreement dated May 31, 2024 for registrant's principal executive office, suite 2200	10-K	3/10/25	10.9
10.10	Membership Interest Purchase Agreement dated June 5, 2020 between Centre Lane Partners Master Credit Fund II and Bright Mountain Media, Inc.	8-K	6/8/20	10.1
10.11	Credit Agreement dated as of June 5, 2020 by and among CL Media Holdings, LLC, as the Borrower, the Financial Institutions thereto and Centre Lane Partners Master Fund II, L.P. as Agent	8-K	6/8/20	10
10.12	First Amendment to an Amended and Restated Senior Credit Agreement dated April 26, 2021.	8-K	4/30/21	10.1
10.13	Second Amendment to an Amended and Restated Senior Credit Facility Agreement dated May 26, 2021.	8-K	6/2/21	10.1
10.14	Third Amendment to Amended and Restated Senior Credit Facility Agreement dated December 20, 2021	8-K	8/18/21	10.1
10.15	Fourth Amendment to Amended and Restated Senior Secured Credit Agreement dated August 31, 2021	8-K	9/7/21	10.1
10.16	Fifth Amendment to Amended and Restated Senior Secured Credit Agreement dated October 8, 2021	8-K	10/8/21	10.1
10.17	Sixth Amendment to Amended and Restated Senior Secured Credit Agreement dated November 5, 2021	8-K	11/5/21	10.1
10.18	Seventh Amendment to an Amended and Restated Senior Secured Credit Agreement dated December 23, 2021	8-K	12/29/21	10.1

10.19	Eighth Amendment to an Amended and Restated Senior Secured Credit Agreement dated January 26, 2022	8-K	1/20/22	10.1
10.20	Ninth Amendment to an Amended and Restated Senior Secured Credit Agreement dated February 11, 2022	8-K	2/17/22	10.1
10.21	Annex A to the Credit Agreement dated February 11, 2022	8-K	2/17/22	10.2
10.22	Tenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated March 11, 2022	8-K	3/16/22	10.1
10.23	Annex A to the Credit Agreement dated March 11, 2022	8-K	3/16/22	10.2
10.24	Eleventh Amendment to an Amended and Restated Senior Secured Credit Agreement dated March 25, 2022	8-K	3/31/22	10.1
10.25	Annex A to the Credit Agreement dated March 25, 2022	8-K	3/31/22	10.2
10.26	Twelfth Amendment to an Amended and Restated Senior Secured Credit Agreement dated April 15, 2022	8-K	4/20/22	10.1
10.27	Annex A to the Credit Agreement dated April 15, 2022	8-K	4/20/22	10.2
10.28	Thirteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated May 10, 2022	8-K	5/16/22	10.1
10.29	Annex A to the Credit Agreement dated May 10, 2022	8-K	5/16/22	10.2
10.30	Fourteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated June 10, 2022	8-K	6/16/22	10.1
10.31	Annex A to the Credit Agreement dated June 10, 2022	8-K	6/16/22	10.2
10.32	Fifteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated July 8, 2022	8-K	7/13/22	10.1
10.33	Annex A to the Credit Agreement dated July 8, 2022	8-K	7/13/22	10.2
10.34	Sixteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated February 10, 2023	8-K	2/16/23	10.1
10.35	Annex A to the Credit Agreement dated February 10, 2023	8-K	2/16/23	10.2
10.36	Seventeenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated April 20, 2023	8-K	4/23/23	10.1
10.37	Eighteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated July 28, 2023	10-K	4/1/24	10.34
10.38	Nineteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated July 28, 2023	8-K	8/3/23	10.1
10.39	Annex A to the Credit Agreement, dated July 28, 2023	8-K	8/3/23	10.2
10.40	Twentieth Amendment to Amended and Restated Senior Secured Credit Agreement, dated June 30, 2024	10-Q	8/14/24	10.1
10.41	Annex A to the Credit Agreement, dated June 30, 2024	10-Q	8/14/24	10.2
10.42	Twenty-First Amendment to Amended and Restated Senior Secured Credit Agreement, dated December 26, 2024	10-K	3/10/25	10.42
10.43	Annex A to the Credit Agreement, dated December 26, 2024	10-K	3/10/25	10.43
10.44	Twenty-Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated March 31, 2025	10-Q	5/12/25	10.1
10.45	Annex A to the Credit Agreement, dated March 31, 2025	10-Q	5/12/25	10.2
10.46	Twenty-Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated September 30, 2025	10-Q	11/7/25	10.1
10.47	Annex A to the Credit Agreement, dated September 30, 2025 (contained in Exhibit 10.46)	10-Q	11/7/25	10.1
10.48	Twenty-Fourth Amendment to Amended and Restated Senior Secured Credit Agreement, dated December 31, 2025				X

10.49	Annex A to the Credit Agreement, dated December 31, 2025				X
10.50	Employment Agreement dated October 2, 2023 by and between the Company and Ethan Rudin	10-K	4/1/24	10.37
10.51	Amendment to Employment Agreement dated January 1, 2025 by and between the Company and Ethan Rudin	10-Q	5/12/25	10.3
10.52	Employment Agreement dated December 1, 2024 by and between the Company and Matthew Drinkwater	10-K	3/10/25	10.45
10.53	Separation Agreement by and between the Company and W. Kip Speyer, executed June 29, 2024	10-Q	8/14/24	10.3
14.1	Code of Ethics	10-K	3/10/25	14.1
19.1	Insider Trading Policies and Procedures (contained in Exhibit 14.1)	10-K	3/10/25	19.1
21.1	List of subsidiaries	10-K	4/1/24	21.1
23.1	Consent of WithumSmith+Brown, PC				X
31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)c				X
31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)				X
32.1*	Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 1350				X
32.2*	Certification of the Chief Financial Officer and Principal Financial and Accounting Officer pursuant to Section 1350				X
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document				X
101.SCH	Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents				X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				X

* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BRIGHT MOUNTAIN MEDIA, INC.
Date: March 24, 2026	By:	/s/ Matthew Drinkwater
		Matthew Drinkwater
		Interim Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
Date: March 24, 2026	By:	/s/ Ethan Rudin
		Ethan Rudin
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 24, 2026	By:	/s/ Matthew Drinkwater
		Matthew Drinkwater
		Interim Chairman of the Board and Chief Executive Officer
Date: March 24, 2026	By:	/s/ Elaine Riddell
		Elaine Riddell
		Director
Date: March 24, 2026	By:	/s/ Joseph Pergola
		Joseph Pergola
		Director
Date: March 24, 2026	By:	/s/ Thomas Triscari
		Thomas Triscari
		Director
Date: March 24, 2026	By:	/s/ Jeff Hirsch
		Jeff Hirsch
		Director

BRIGHT MOUNTAIN MEDIA, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm(PCAOB ID #100)	F-2
Consolidated balance sheets atDecember 31, 2025 and 2024	F-7
Consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024	F-8
Consolidated statements of changes in stockholders’ deficit for the years endedDecember 31, 2025 and 2024	F-9
Consolidated statements of cash flows for the years endedDecember 31, 2025 and 2024	F-10
Notes to the consolidated financial statements	F-11

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders of

Bright Mountain Media, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bright Mountain Media, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Bright Mountain Media, Inc. as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt Regarding the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Bright Mountain Media, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Refer to Note 2 and Note 13 to the Financial Statements

Critical Audit Matter Description

The Company derives revenue from five revenue streams which include (i) digital advertisements on its owned and managed sites and on partner website, (ii) fees for facilitating exchange of advertisements, (iii) planning and execution of creative and media marketing campaigns, (iv) provision of creative and media services to advertisers, and (v) providing primary and secondary research, intelligence, and insights to address strategic issues by providing an integrated service for such research.

The Company recognizes the first and second revenue stream at a point in time as advertisements are delivered. The Company recognizes the third and fourth revenue stream as services are rendered over time based on the signed contract terms which includes the service period. The Company recognizes the fifth revenue stream as services are rendered by applying the percentage of completion method on

F-2

a cost-to-cost basis to measure progress toward satisfaction of performance obligation. Progress toward satisfaction of the performance obligation is measured based on costs incurred to-date relative to the total estimated costs expected to be incurred in providing services.

In determining revenue recognition for these customer agreements, the Company performs the following five steps: (i) identify the contract with customer (ii) identify the performance obligation in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when the Company satisfies a performance obligation.

We identified revenue recognition as a critical audit matter due to significant management estimates and judgments inherently required in determining revenue to be recognized. This in turn led to an especially high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the reasonableness of management’s significant estimates and assumptions surrounding revenue recognition.

How the Critical Audit Matter Was Addressed in the Audit

Our principal audit procedures related the Company’s revenue recognition for these revenue streams included the following:

Digital Publishing and Advertising Technology
We performed a walkthrough of the design effectiveness and implementation of internal controls with respect to the Company’s revenue and cash receipts cycle.
We selected a sample of customer agreements and performed the following procedures:
Obtained and read a sample of contract source documents for each selection as well as amendments thereto.
We obtained an understanding of the performance obligations associated with the Company’s revenue contracts, such as number of ads displayed, consumer clicks on the ads, or consumer actions that were required by the contract.
We tested the transaction price within the contract, which was represented by the amount of impressions that must be delivered by the Company.
We determine that the allocation of the transaction price was to a single performance obligation.
We obtained the amount of impressions delivered by the Company to the customer from the third party ad server data to test the appropriateness of recognized revenue with the terms of the contract.
We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.
Creative and Media Services
We performed a walkthrough of the design effectiveness and implementation of internal controls with respect to the Company’s revenue and cash receipts cycle.
We selected a sample of customer agreements and performed the following procedures:
Obtained and read the contract source documents for each selection as well as amendments thereto.
We obtained an understanding of the performance obligations associated with the Company’s revenue contracts.
We tested the transaction price within the contract, which was represented by the total value for creative and media services that must be delivered by the Company.
We determine that the allocation of the transaction price was to a single performance obligation.
We tested the appropriateness of recognized revenue with the terms of the contract.
We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.
Consumer Insights
We performed a walkthrough of the design effectiveness and implementation of internal controls with respect to the Company’s revenue and cash receipts cycle.

F-3

We selected a sample of customer agreements and performed the following procedures:
Obtained and read a sample of contract source documents for each selection as well as amendments thereto.
We obtained an understanding of the performance obligations associated with the Company’s revenue contracts.
We tested the transaction price within the contract, which was represented by the total value for consumer insights that must be delivered by the Company.
We determine that the allocation of the transaction price was to a single performance obligation.
We tested the properness of recognized revenue with the terms of the contract by evaluating the underlying budgeted costs and actual costs that drive the percent of the total contract value recognized during the year.
To evaluate the completeness and accuracy of the underlying reports utilized to calculate costs incurred by project we performed the following procedures:
Obtained the third-party vendor and payroll costs and agreed them to the general ledger.
Tested the cost allocation by verifying the third-party vendor invoice details to project details.
Compared the internal tracking system to the general ledger and recalculated the labor rate applied to projects utilizing the third-party payroll report, which was tested separately.
Analyzed both the system generated and management updated percentages of completion from the reports obtained.
Traced and agreed accrued amounts from the reports to the general ledger.
We tested the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financial statements.

Valuation of Intangible Assets and Goodwill - Refer to Notes 2, 6, and 7 to the Financial Statements

Critical Audit Matter Description

As reflected in the Company’s financial statements at December 31, 2025, the Company’s intangible assets and goodwill were approximately $11.5 million and $7.0 million, respectively. As disclosed in Note 2 to the financial statements, the Company tests intangible assets at the asset group level and goodwill at the reporting unit level for impairment on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, which are determined through a qualitative assessment.

A qualitative assessment includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. If the qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, the Company performs a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires the Company to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s long-term projections. Assumptions used in the Company’s impairment testing are consistent with the Company’s internal forecasts and operating plans. The Company’s discount rate is based on the Company’s debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s intangible assets and goodwill would be necessary.

We identified the evaluation of the Company’s impairment test of goodwill and intangible assets as a critical audit matter due to significant management estimates and judgments inherently required in determining the fair value estimates. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the reasonableness of management’s significant estimates and assumptions, several of which extend many years into the future. Additionally, the audit effort involved the use of professionals with specialized skill and knowledge.

How the Critical Audit Matter Was Addressed in the Audit

We read and evaluated the impairment analysis summary report, prepared by the Company's external valuation specialists that assessed the fair value of the Company's intangible assets and goodwill as of December 31, 2025. We performed a walk-through of the design effectiveness and implementation of internal controls related to financial reporting of the intangible assets and goodwill. Additional procedures included testing management's process for developing their impairment estimate, which included evaluating the appropriateness of the method used by the Company to develop cash flow projections for intangible assets and goodwill, as well as

F-4

testing the completeness and accuracy of the underlying data used in the estimates. In addition, we evaluated the reasonableness of significant assumptions including future sales, long-term growth rates, and future economic conditions and performed sensitivity testing on some assumptions. We evaluated these assumptions for their reasonableness considering (i) historical performance; (ii) industry and economic forecast and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Along with the procedures previously described, we performed the following procedures:

We utilized the knowledge, experience, and expertise of our internal valuation specialists to execute the planned audit procedures related to the valuation by assessing the reasonableness of the methodologies employed to value the intangible assets and goodwill.
We reviewed the professional qualifications and objectivity/independence of the external valuation specialist.
We tested the underlying assumptions presented in the impairment assessment as it relates to projections.

Accounting and Valuation for Debt Modifications and Extinguishment - Refer to Note 10 to the Financial Statements

Critical Audit Matter Description

During the year ended December 31, 2025, the Company entered into various amendments to its credit facility. The Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt.

Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded as fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt. Part of the amendments include fees that would be added and capitalized into the principal amount of the debt instrument outstanding immediately prior to each respective amendment.

For each of the amendments, management calculated the present value of the cash flows under the terms of each amendment and determined if it was considered substantially different by at least a 10% difference from the present value of the remaining cash flow of the debt instrument immediately prior to each respective amendment, reflecting all prior modifications to the credit agreement. Management determined that none of the amendments had a present value difference exceeding 10% therefore all amendments were accounted for as a debt modification.

We identified the evaluation of the Company's accounting for debt modification and the valuation of the debt as a critical audit matter due to due to significant complex calculations inherently required in determining proper accounting treatment and the fair value of debt. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the reasonableness of management’s assumptions and calculations. Additionally, the audit effort involved the use of professionals with specialized skill and knowledge.

How the Critical Audit Matter Was Addressed in the Audit

We read and evaluated the debt modification and extinguishment analysis report, prepared by management that assessed each amendment to the credit agreement. There was a total of three amendments that were executed during the year, for which we evaluated management’s present value calculation and respective conclusion for treatment as a modification. We performed a walk-through of the design effectiveness and implementation of internal controls related to financial reporting of the debt cycle.

F-5

Along with the procedures previously described, we performed the following procedures:

We agreed data from the authorized amendments to the analysis performed by the external valuation specialist.
We tested the external valuation analysis for clerical accuracy and completeness.
We utilized the knowledge, experience, and expertise of our internal valuation specialists to assess the reasonableness of the methodologies employed to value the calculate the present values of the debt instrument under the amended terms and the remaining contractual cash flows of the debt instrument as modified and outstanding immediately prior to each respective amendment during the year ended December 31, 2025.
We independently performed a calculation of the present value of the debt instrument under the new terms from each of the amendments and compared it to the present value of the remaining cash flows of the debt instrument as modified and outstanding immediately prior to each respective amendment during the year ended December 31, 2025 to evaluate whether management’s conclusion were reasonable and consistent with our conclusion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since 2021.

New York, New York

March 24, 2026

PCAOB ID Number

100

F-6

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	1,371		$	2,546
Restricted cash	1,861			1,861
Accounts receivable, net	16,287			15,033
Prepaid expenses and other current assets	1,170			859
Total current assets	20,689			20,299
Property and equipment, net	124			69
Intangible assets, net	11,542			13,406
Goodwill	6,999			7,785
Operating lease right-of-use assets, net	173			253
Other long-term assets	158			158
Total assets	39,685		$	41,970
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	24,852		$	22,667
Other current liabilities	4,210			4,401
Interest payable - Centre Lane Senior Secured Credit Facility - related party	59			21
Deferred revenue	2,834			2,883
Note payable - Centre Lane Senior Secured Credit Facility - related party (current)	84,276			3,808
Total current liabilities	116,231			33,780
Other long-term liabilities	12			169
Note payable - Centre Lane Senior Secured Credit Facility - related party (long-term)	-			71,043
Finance lease liabilities	-			20
Operating lease liabilities	77			185
Total liabilities	116,320			105,197
Stockholders' deficit:
Convertible preferred stock, par value 0.01, 20,000,000 shares authorized, no shares issued or outstanding at December 21, 2025 and December 31, 2024, respectively	-			-
Common stock, par value 0.01, 324,000,000 shares authorized, 183,218,504 and 177,464,827 issued, and 181,032,929 and 176,114,652 outstanding at December 31, 2025 and December 31, 2024, respectively	1,832			1,775
Treasury stock at cost, 2,185,575 and 1,350,175 shares at December 31, 2025 and December 31, 2024, respectively	(220	)		(220	)
Additional paid-in capital	101,988			101,798
Accumulated deficit	(180,312	)		(166,857	)
Accumulated other comprehensive income	77			277
Total stockholders' deficit	(76,635	)		(63,227	)
Total liabilities and stockholders' deficit	39,685		$	41,970

All values are in US Dollars.

See accompanying notes to consolidated financial statements.

F-7

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

	Year Ended
	December 31, 2025			December 31, 2024
Revenue	$	59,229		$	56,681
Cost of revenue		43,443			40,221
Gross margin		15,786			16,460
General and administrative expenses		16,432			21,378
Impairment of goodwill and intangible assets		786			-
Loss from operations		(1,432	)		(4,918	)
Financing and other expense:
Other income		285			547
Interest expense - Centre Lane Senior Secured Credit Facility - related party		(12,286	)		(12,610	)
Interest expense - 10% convertible promissory notes - related party		-			(4	)
Other interest expense		(22	)		(39	)
Total financing and other expense, net		(12,023	)		(12,106	)
Net loss before income tax		(13,455	)		(17,024	)
Income tax provision		-			-
Net loss	$	(13,455	)	$	(17,024	)
Foreign currency translation		(200	)		15
Comprehensive loss	$	(13,655	)	$	(17,009	)
Net loss per common share:
Basic	$	(0.08	)	$	(0.10	)
Diluted	$	(0.08	)	$	(0.10	)
Weighted-average shares outstanding:
Basic		176,547,907			171,199,036
Diluted		176,547,907			171,199,036

See accompanying notes to consolidated financial statements.

F-8

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(in thousands, except share and per share data)

	Common Stock				Treasury Stock						Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares			Amount			Capital		Deficit			Income			Deficit
Balance at December 31, 2023		172,103,134	$	1,721		(825,175	)	$	(220	)	$	101,405	$	(149,833	)	$	262		$	(46,665	)
Net loss		-		-		-			-			-		(17,024	)		-			(17,024	)
Common stock issued for options exercised		80,250		1		-			-			1		-			-			2
Common stock issued to Centre Lane Partners		5,001,991		50		-			-			125		-			-			175
Common stock issued for services rendered		279,452		3		-			-			13		-			-			16
Treasury stock		-		-		(525,000	)		-			-		-			-			-
Stock-based compensation		-		-		-			-			254		-			-			254
Adjustment from foreign currency translation, net		-		-		-			-			-		-			15			15
Balance at December 31, 2024		177,464,827	$	1,775		(1,350,175	)	$	(220	)	$	101,798	$	(166,857	)	$	277		$	(63,227	)
Net loss		-		-		-			-			-		(13,455	)		-			(13,455	)
Common stock issued for options exercised		50,400		1		-			-			1		-			-			2
Common stock issued to Centre Lane Partners		5,703,277		56		-			-			64		-			-			120
Common stock issued for services rendered		-		-		-			-			-		-			-			-
Treasury stock		-		-		(835,400	)		-			-		-			-			-
Stock-based compensation		-		-		-			-			125		-			-			125
Adjustment from foreign currency translation, net		-		-		-			-			-		-			(200	)		(200	)
Balance at December 31, 2025		183,218,504	$	1,832		(2,185,575	)	$	(220	)	$	101,988	$	(180,312	)	$	77		$	(76,635	)

See accompanying notes to consolidated financial statements.

F-9

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share and per share data)

	For the Year Ended
	December 31, 2025			December 31, 2024
Cash flows from operating activities:
Net loss	$	(13,455	)	$	(17,024	)
Adjustments to reconcile net loss to net cash provided by operations:
Depreciation expense		56			127
Interest paid-in-kind on Centre Lane Senior Secured Credit Facility - related party		9,566			9,353
Amortization of operating lease right-of-use assets		77			67
Amortization of debt discount		2,150			2,697
Amortization of intangible assets		1,864			1,924
Impairment of goodwill and intangible assets		786			-
Stock-based compensation		125			254
Common stock issued for services rendered		-			16
Common stock issued to Centre Lane Partners for debt modification		120			-
Provision for credit losses		283			15
Changes in operating assets and liabilities:
Accounts receivable		(1,537	)		(369	)
Prepaid expenses and other assets		(311	)		198
Operating lease liabilities		(89	)		(53	)
Accounts payable and accrued expenses		1,991			5,176
Other liabilities		(363	)		1,201
Interest payable - Centre Lane Senior Secured Credit Facility - related party		38			21
Interest payable - 10% convertible promissory notes - related party		-			(39	)
Deferred revenue		(49	)		(1,686	)
Net cash provided by operating activities		1,252			1,878
Cash flows from investing activities:
Purchase of property and equipment		(111	)		(14	)
Capitalization of website development costs		-			(96	)
Net cash used in investing activities		(111	)		(110	)
Cash flows from financing activities:
Proceeds from stock option exercises		1			1
Principal payments on finance lease obligations		(22	)		(18	)
Proceeds from Centre Lane Senior Secured Credit Facility - related party		-			1,861
Repayment of principal on Centre Lane Senior Secured Credit Facility - related party		(2,292	)		(3,125	)
Repayment of principal on 10% convertible promissory notes - related party		-			(80	)
Net cash used in financing activities		(2,313	)		(1,361	)
Effect of foreign exchange rates on cash		(3	)		(1	)
Net (decrease) increase in cash, cash equivalents, and restricted cash		(1,175	)		406
Cash, cash equivalents, and restricted cash at the beginning of the period		4,407			4,001
Cash, cash equivalents, and restricted cash at the end of the period	$	3,232		$	4,407
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	$	1,371		$	2,546
Restricted cash		1,861			1,861
Total cash, cash equivalents, and restricted cash	$	3,232		$	4,407
Supplemental disclosure of cash flow information:
Cash paid for interest		532			539
Interest paid-in-kind on Centre Lane Senior Secured Credit Facility - related party		9,566			9,353
Supplemental disclosure of non-cash investing and financing activities:
Agency and exit fees to Centre Lane for debt financing		9			470
Annual administration fee to Centre Lane for debt financing		35			35
Common stock issued to Centre Lane Partners for debt financing		-			175
Common stock issued to Centre Lane Partners for debt modification		120			-

See accompanying notes to consolidated financial statements.

F-10

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

Organization and Nature of Operations

Bright Mountain Media, Inc. (together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) is an end-to-end digital media and advertising services company that efficiently connects brands with targeted consumer demographics. We focus on digital publishing, advertising technology, consumer insights, creative services, and media services.

Digital Publishing

Advertising Technology

Consumer Insights

Creative Services

Media Services

Our media services division focuses on advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns. Our aim is to empower clients to access the most sought-after advertising spaces across diverse platforms tailored to their specific needs and preferences. Our data-driven approach aims to ensure that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment ("ROI"). Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us a valuable partner in the success of our clients' advertising and marketing endeavors.

F-11

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company generates revenue through:

the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;
fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");
serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns;
providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research; and
provision of creative and media services to advertisers.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and include the accounts of the Company and all its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation, including revenue and cost of revenue for services performed by a subsidiary company.

The Company operates in one reportable segment. See "Segment Reporting" below.

Going Concern and Liquidity

The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Facility or raising equity capital. The ability to access the capital markets depends, in part, upon the volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, and reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed.

The Company's current cash and working capital is not expected to be sufficient to fund its anticipated level of operations over the next twelve months. As a result, such matters create a substantial doubt regarding the Company’s ability to meet its financial obligations and continue as a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired, to be cash equivalents. The Company maintains its cash with various commercial banks in the United States and other foreign countries in which the Company operates.

As of December 31, 2025, the Company exceeded the federally insured limit of $250,000 for interest and non-interest-bearing accounts. The Company held a cash balance with a single financial institution in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit in the amount of $994,000 as of December 31, 2025. The Company held a cash balance with a single financial institution in excess of the FDIC insured limit in the amount of $2.3 million as of December 31, 2024.

As of December 31, 2025, and 2024, the Company did not exceed the insurance limit of $29,000 for its international bank accounts.

F-12

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Any loss incurred or a lack of access to such funds could have a significant adverse effect on the Company's financial condition, results of operations, and cash flows. At December 31, 2025, and 2024, the Company had $1.4 million and $2.5 million, respectively, in cash and cash equivalents.

Restricted Cash

The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports restricted cash as a separate line item in the consolidated balance sheets. At December 31, 2025, and 2024, the Company had $1.9 million in restricted cash, for both periods, which is designated specifically for a settlement of a legal judgment. See Note 16, Commitments and Contingencies, to the consolidated financial statements.

Off-balance Sheet Arrangements

There are no off-balance sheet arrangements as of December 31, 2025 and December 31, 2024.

Accounts Receivable and Allowances

Accounts receivable represent receivables from customers in the ordinary course of business and are recorded in accordance with FASB Accounting Standards Codification No. 310, Receivables, (ASC 310). Receivables are recorded at the invoice amount on the date revenue is recognized and are presented net of the allowance for current expected credit losses in the accompanying consolidated balance sheets. Certain receivables are subject to adjustments from traffic settlements that are deducted from open invoices. Our receivables are not interest bearing and are not collateralized.

Unbilled receivables are the results of timing differences between billings to clients and are included in accounts receivable.

The allowance for current expected credit losses is based on our assessment of the collectability of customer accounts. We regularly review our receivables that remain outstanding past their applicable payment terms and establish an allowance for potential write-offs by considering factors including historical experience, credit quality, age of the accounts receivable balances, and current and forecasted economic conditions that may affect a customer’s ability to pay. The allowance for current expected credit losses is accounted for in line with ASC 326.

The Company evaluates trade receivables for expected credit losses in accordance with ASC 326. Trade receivables are considered past due based on the contractual payment terms established with each customer, which are generally net 30 or net 60 days. The Company estimates expected credit losses over the contractual life of its receivables using a methodology that incorporates historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions. The allowance for credit losses is recorded as a contra-asset to accounts receivable, with the corresponding provision for credit losses recognized in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Accounts are written off when they are deemed uncollectible after consideration of collection efforts and specific customer circumstances.

Property and Equipment, net

Property and equipment are recorded at cost, less accumulated depreciation in accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment, (ASC 360). Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. Leasehold improvements and assets under finance lease are amortized over the lesser of the lease term or the useful life of the improvements. When assets are sold or retired, the applicable cost and accumulated depreciation or amortization are removed from the accounts. The resulting gains or losses are reflected in the combined statements of operations and comprehensive loss.

Goodwill

We account for goodwill under FASB Accounting Standards Codification No. 350, Goodwill and Other, (ASC 350). Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination. We allocate goodwill to reporting units based on the expected benefit from a business combination. The Company categorizes goodwill into three reporting units: “Owned & Operated”, “Ad Network” and “Insights”.

Goodwill is tested for impairment at the reporting unit level on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, which are determined through a qualitative assessment.

F-13

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A qualitative assessment includes consideration of the economic, industry, and market conditions in addition to the overall financial performance of the Company and these assets. If our qualitative assessment does not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, we perform a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. See Note 7, Goodwill, to the consolidated financial statements for details regarding goodwill impairment.

Intangible Assets

We account for intangibles under FASB Accounting Standards Codification No. 350, Goodwill and Other, (ASC 350). Intangible assets acquired in a business combination or an asset acquisition are recorded at fair value on the date of acquisition and amortized over their estimated useful lives.

Intangible assets include trade name, customer relationships, IP/technology and non-compete agreements.

The Company’s trade name is amortized on a straight-line basis over a useful life of 2 years to 10 years. Customer relationships are amortized on a straight-line basis over a useful life of 5 years to 10 years. IP/technology is amortized on a straight-line basis over a useful life of 10 years. Non-compete agreements are amortized on a straight-line basis over the length of each agreement, typically between 3 years to 5 years. The Company reviews for impairment indicators of finite-lived intangibles and other long-lived assets as described below in “Amortization and Impairment of Long-Lived Assets.”

Amortization and Impairment of Long-Lived Assets

Long-lived assets, such as property, equipment, right-of-use assets, and intangible assets are reviewed for impairment on an annual basis and on an interim basis if an event occurs or circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets.

Leases

The Company determines whether an arrangement contains a lease at inception in accordance with FASB Accounting Standards Codification No. 842, Leases, (ASC 842). A contract is, or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We do not include options to extend or terminate the lease term unless it is reasonably certain that we will exercise any such options. We recognize rent expense under our operating leases on a straight-line basis, variable lease costs such as operating costs and property taxes are expensed as incurred. For finance leases, we record interest expense on the lease liability in addition to amortizing the right-of-use asset (generally straight-line) over the shorter of the lease term or the useful life of the right-of-use asset. Finance leases are included in property and equipment, net and finance lease liabilities on our consolidated balance sheets.

Revenue Recognition

F-14

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

identify the contract(s) with a customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to the performance obligations in the contract; and
recognize revenue when (or as) the Company satisfies a performance obligation.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it provides to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the services promised within each contract and determines those that are performance obligations and assesses whether each promised service is distinct. The Company then recognizes revenue when (or as) the performance obligation is satisfied.

The Company generates revenue through:

the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;
fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");
serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns;
providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research; and
provision of creative and media services to advertisers.

Digital publishing and advertising technology revenues are generated by audiences seeing or clicking on digital advertisements utilizing several advertising partners. The Company recognizes revenue once the performance obligation is satisfied at a point in time, on a gross basis net of adjustments based on the number of advertisements delivered. Customers are billed monthly or billing is generated via custom content production and extensions on our social media platforms.

There is no significant initial cost incurred to obtain contracts with customers.

Deferred Revenue

The Company records deferred revenue when cash payments are received or amounts are invoiced in advance of performance obligations. The Company expects to recognize deferred revenue in the period when it provides its services and, therefore, satisfies its performance obligation to the customer.

F-15

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cost of Revenue

Website Development Costs

The Company accounts for its website development costs in accordance with FASB Accounting Standards Codification No. 350, Website Development Costs (ASC 350). These costs, if any, are included in intangible assets in the accompanying consolidated balance sheets. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of five years.

During the year ended December 31, 2025, all website development costs were expensed. During the year ended December 31, 2024, the Company performed enhancements to its website of approximately $96,000.

Advertising and Marketing

Advertising and marketing expenses are recognized as incurred and are included in general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. For the years ended December 31, 2025 and 2024, advertising and marketing expense was $78,000 and $134,000, respectively.

Stock Based Compensation

We account for stock based compensation in accordance with FASB Accounting Standards Codification No. 718, Compensation - Stock Compensation (ASC 718). ASC 718 addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock option grants to employees and non-employees is based on the fair value of the award on the date of grant. We record forfeitures as they occur. The Company calculates stock compensation expense using the graded vesting method, which begins expensing each tranche on the expense begin date through the vesting date. This will result in front-loaded expenses, and is included in general and administrative expenses in the consolidated statements of operations.

Compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility is determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant.

Treasury Stock

The Company accounts for its treasury stock as set forth in FASB Accounting Standards Codification No. 505, Treasury Stock (ASC 505-30). Under ASC 505-30 the total amount paid to acquire the stock is recorded and no gain or loss is recognized at the time of purchase. Gains and losses are recognized at the time the treasury stock is reinstated or retired and are recorded in additional paid-in capital or retained earnings. At December 31, 2025 and 2024, the Company owned 2,185,575 and 1,350,175 shares of treasury stock, respectively.

Loss Per Share

The Company computes net loss per share in accordance with FASB Accounting Standards Codification No. 260, Earnings Per Share (ASC 260). Under the provisions of ASC 260, basic net loss per share is computed by dividing the net loss available to common shareholders by the weighted average common shares outstanding during the period. Diluted net loss per share adjusts basic net loss per share for the effect of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted loss per share information separately for each class of equity instruments that participates in any income distribution with primary equity instruments.

Deferred Debt Costs

Deferred debt costs include costs incurred in connection with acquiring and maintaining debt arrangements. These costs are directly deducted from the carrying amount of the liability in the consolidated balance sheets, are amortized over the life of the related debt using the effective interest method and are classified as interest expense in the accompanying consolidated statements of operations. These deferred debt costs are related to the Company's Centre Lane Senior Secured Credit Facility.

F-16

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

Segment Reporting

Consistent with FASB Accounting Standards Codification No. 280, Segment Reporting (ASC "280"), our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Chief Financial Officer uses consolidated net income or loss and total assets when assessing segment performance and deciding how to allocate resources. There are no segment managers who are held accountable by the Chief Financial Officer, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. As such, the Chief Financial Officer does not routinely review discrete financial information, including profit measures or significant expense categories, by individual service line or business activity. The factors used to determine the Company’s reportable segments follow the guidance of ASC 280-10-50-21 and 280-10-50-22 and include consideration of the type of services delivered, the customers and end markets served, the applicable revenue recognition methodology and the length of time it takes to deliver services to customers. Our divisions are digital publishing, advertising technology, consumer insights, creative services, and media services, and due to their similar economic characteristics, we have determined that we have one operating and reportable segment.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results.

Significant estimates included in the accompanying consolidated financial statements include, valuation of goodwill and intangible assets, allowance for current expected credit losses, percentage of completion for revenue recognition, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, discount rates used in the valuation of right-of-use assets and lease liabilities, litigation reserves, the valuation of equity-based transactions, valuation of the Centre Lane Senior Secured Credit Facility carrying value regarding debt modification or extinguishment, and the valuation allowance on deferred tax assets. While these estimates are based on our best knowledge of current events and actions that may affect us in the future, actual results may differ materially from these estimates.

Foreign Currency

We translate the consolidated financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, cost and expenses on the date of the transaction. Translation gains and losses as a result of consolidation are included in accumulated other comprehensive income. Transaction gains and losses are included within general and administrative expenses on the consolidated statements of operations and comprehensive loss.

F-17

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist principally of cash, cash equivalents, restricted cash and accounts receivable. We place our cash, cash equivalents, and restricted cash with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. In addition, the Company maintains various bank accounts in Thailand and Israel, with some level of insurance. We perform periodic evaluations of the relative credit standing of financial institutions. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

We perform credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for current expected credit losses based upon the expected collectability of accounts receivable balances.

Subsequent Events

The Company evaluated subsequent events through March 24, 2026, the date the consolidated financial statements were issued.

The following tables provide information about concentrations that exceed 10% of revenue and accounts receivable for the years ended December 31, 2025 and 2024:

	Year Ended
	December 31, 2025			December 31, 2024
Revenue Concentration
Customers exceeding 10% of revenue		2			1
Percentage of revenue:
Customer 1		13.6	%		12.2	%
Customer 2		11.9	%	*
Total percentage of revenue		25.5	%		12.2	%

* Represents a customer revenue balance less than the 10% threshold.

	December 31, 2025
Accounts Receivable Concentration
Customers exceeding 10% of accounts receivable		2		3
Percentage of accounts receivable:
Customer 1		21.5	%	13.5	%
Customer 2		12.1	%	10.4	%
Customer 3	*			11.1	%
Total percentage of accounts receivable		33.6	%	35.0	%

* Represents a customer accounts receivable balance less than the 10% threshold.

Effective Accounting Pronouncements Adopted

For 2024 annual reporting, we adopted ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This new standard requires an enhanced disclosure of significant segment expenses on an annual and interim basis, effective for fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 did not have a significant impact on our consolidated financial statements for the period ended December 31, 2025. Consistent with ASC 280, our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocated resources and evaluating financial performance. Our components are digital publishing, advertising technology, consumer insights, creative services, and media services. There are no segment managers who are held accountable by the Chief Financial Officer, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we have determined we have one operating and reportable segment.

F-18

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. For entities other than PBEs, the requirements will be effective for annual periods beginning after December 15, 2025. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. As of December 31, 2025, the Company adopted this new ASU, and it only impacts the Company's income tax disclosures with no impact to its operations, cash flows, and financial condition.

Accounting Pronouncements Not Yet Adopted

In November 2024, and as amended in January 2025, the FASB issued ASU No. 2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning after December 15, 2026 (i.e., fiscal years beginning January 1, 2027, for calendar-year filers), and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. When applying the current expected credit loss model to current accounts receivable and contract assets arising from transactions accounted for under ASC 606, this standard provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This guidance will be effective for annual and interim periods beginning after December 15, 2025 (i.e., fiscal years beginning January 1, 2026, for calendar-year filers). The guidance is to be applied on a prospective basis and early adoption is permitted. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update provides revised guidance aimed at refining how costs related to internal-use software are accounted for. The update removes the concept of distinct project phases and requires that capitalization of software costs begins when management authorizes and commits to funding a computer software project, and when there is a high likelihood the project will be completed and the software will be used to perform the function as intended. When assessing whether completion is probable, entities must consider any substantial uncertainties in development. In addition, the guidance introduces a requirement to disclose capitalized software costs as part of property and equipment. The new standard will be effective for annual periods beginning after December 15, 2026 (i.e., fiscal years beginning January 1, 2027, for calendar-year filers), and for interim periods thereafter. Upon adoption, the guidance can be applied using a prospective application, retrospective application, or a modified transition approach. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, to establish authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities. The new standard will be effective for annual periods beginning with the year ending December 31, 2028, and for interim periods beginning January 1, 2029, though early adoption is permitted. Upon adoption, the guidance can be applied using a modified prospective, modified retrospective, or under a retrospective approach. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. The amendments in this ASU provide a comprehensive list of interim disclosures that are required by U.S. GAAP and include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that had a material impact on the entity. The new standard will be effective for interim reporting periods beginning on January 1, 2028. The guidance may be applied on a prospective or retrospective basis, and early adoption is permitted. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

F-19

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net, consisted of the following:

	December 31, 2025			December 31, 2024
(in thousands)
Accounts receivable	$	12,755		$	12,460
Unbilled receivables (1)		3,850			2,698
		16,605			15,158
Less: allowance for current expected credit losses		(318	)		(125	)
Accounts receivable, net	$	16,287		$	15,033

(1) Unbilled receivables represent amounts for services rendered at the end of the period pending generation of invoices to the customer.

Accounts receivable, net at January 1, 2024, was $14.7 million.

Expected credit losses were $283,000, and $15,000 for the years ended December 31, 2025, and 2024, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

NOTE 4 – PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:

	December 31, 2025			December 31, 2024
(in thousands)
Prepaid insurance (1)	$	351		$	358
Prepaid software		137			93
Deposits		158			158
Subscriptions		195			213
Other current assets (2)		487			195
Total prepaid costs and other assets		1,328			1,017
Less: other long-term assets		(158	)		(158	)
Prepaid expenses and other current assets	$	1,170		$	859

(1) Includes approximately $276,000 and $291,000 which is being paid over a period of time and is included in accounts payable at December 31, 2025 and 2024, respectively.

(2) Includes approximately $280,000 and $121,000 which is being paid over a period of time and is included in accounts payable at December 31, 2025 and 2024, respectively.

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	Useful Life	December 31, 2025			December 31, 2024
(in thousands)
Computer equipment	3	$	107		$	76
Computer software	3		286			206
			393			282
Less: accumulated depreciation			(269	)		(213	)
Property and equipment, net		$	124		$	69

Depreciation and amortization expense was $56,000 and $127,000 for the years ending December 31, 2025, and 2024, respectively and is included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

F-20

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – INTANGIBLE ASSETS, NET

Website acquisitions, net, consisted of the following:

	December 31, 2025			December 31, 2024
(in thousands)
Website acquisition assets	$	1,125		$	1,125
Add: website development costs		96			96
		1,221			1,221
Less: accumulated amortization		(1,147	)		(1,127	)
Website acquisition assets, net	$	74		$	94

Other intangible assets, net, consisted of the following:

		December 31, 2025							December 31, 2024
	Useful<br>Life	Gross<br>Carrying<br>Amount		Accumulated<br>Amortization			Net<br>Carrying<br>Amount		Gross<br>Carrying<br>Amount		Accumulated<br>Amortization			Net<br>Carrying<br>Amount
(in thousands)
Trade name	2 - 10	$	8,381	$	(4,415	)	$	3,966	$	8,381	$	(3,795	)	$	4,586
IP/technology	10		5,821		(2,970	)		2,851		5,821		(2,575	)		3,246
Customer relationships	5 - 10		13,380		(8,729	)		4,651		13,380		(7,900	)		5,480
Non-compete agreements	3 - 5		402		(402	)		-		402		(402	)		-
Other intangible assets, net		$	27,984	$	(16,516	)	$	11,468	$	27,984	$	(14,672	)	$	13,312
	December 31, 2025		December 31, 2024
---	---	---	---	---
(in thousands)
Website	$	74	$	94
Other intangible assets		11,468		13,312
Intangible assets, net	$	11,542	$	13,406

Amortization expense for the years ended December 31, 2025, and 2024, was approximately $1.9 million, and $1.9 million, respectively, related to both the website acquisition costs and the intangible assets, and is included in general and administrative expense in the statements of operations and comprehensive loss.

As of December 31, 2025, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows:

2026	$	1,788
2027		1,788
2028		1,788
2029		1,785
Thereafter		4,393
Total expected amortization expense	$	11,542

F-21

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – GOODWILL

The following table represents the allocation of goodwill as of December 31, 2025 and 2024:

	Owned & Operated			Ad Network			Insights		Total
(in thousands)
December 31, 2024	$	2,865		$	4,013		$	907	$	7,785
Additions		-			-			-		-
Reclassifications		93			(93	)		-		-
Impairment		(786	)		-			-		(786	)
December 31, 2025	$	2,172		$	3,920		$	907	$	6,999

We allocate goodwill to reporting units based on the expected benefit and synergies with our current reporting units. The Company categorizes goodwill into three reporting units: "Owned & Operated", "Ad Network", and "Insights".

Goodwill is tested for impairment at least annually and if triggering events are noted prior to the annual assessment. Impairment is deemed to occur when the carrying value of the goodwill associated with the reporting unit exceeds the implied value of the goodwill associated with the reporting unit.

At October 1, 2025, an impairment assessment was performed on goodwill for Ad Network, Owned & Operated, and Insights reporting units. The assessment used a qualitative assessment which includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. Our qualitative assessment concluded that it is more likely than not that the estimated fair value of the Owned & Operated reporting unit is less than the carrying value, and the quantitative assessment resulted in the same conclusion. Our qualitative assessments for the Ad Network and Insights reporting units concluded that each reporting unit's fair value was potentially less than its carrying value, but our quantitative assessments did not have such conclusions.

In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on a market participant debt structure and cost of capital. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary.

Our quantitative analysis showed that the implied fair value of our goodwill for the Owned & Operated reporting units is less than its carrying value which resulted in an impairment charge of approximately $786,000.

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	December 31, 2025		December 31, 2024
(in thousands)
Accounts payable (1)	$	18,220	$	14,428
Accrued wages, commissions, and bonus		812		527
Publisher cost		1,536		2,811
Professional fees		704		1,138
Subcontractor		3,369		3,438
Other		211		325
Total accounts payable and accrued expenses	$	24,852	$	22,667

(1) Accounts payable includes $5.4 million and $5.2 million at December 31, 2025, and 2024, respectively, for Slutzky & Winshman Ltd. and Mediahouse Inc., whose operations were terminated during the year ended December 31, 2023.

F-22

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

	December 31, 2025			December 31, 2024
(in thousands)
Current portion of long-term operating and financing leases	$	116		$	101
Dividend payable		691			691
Project advance expense (1)		1,048			1,546
Litigation reserves		2,363			2,224
Other current liabilities		4			8
Total other liabilities		4,222			4,570
Less: other long-term liabilities		(12	)		(169	)
Other current liabilities	$	4,210		$	4,401

(1) Represents amounts advanced by customers to cover third party expenses specifically related to their project. These expenses are offset against the advance and are not part of the Company's statement of operations and comprehensive loss.

NOTE 10 – CENTRE LANE SENIOR SECURED CREDIT FACILITY

Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100% of CL Media Holdings, LLC which is now a subsidiary of the Company (the “Purchase Agreement”). To finance the acquisition, the Company obtained a first lien senior loan in the amount of $16.5 million, comprised of $15.0 million of initial indebtedness, repayment of the existing accounts receivable factoring facility of Wild Sky Media, which was a subsidiary of CL Media Holdings, of approximately $900,000, and approximately $500,000 of expenses, from, and entered into a secured credit facility with, Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”).

Additional Draws

As of December 31, 2025, Centre Lane Partners had loaned the Company an additional $39.9 million through Amendments One through Eight (the “Second Out Loans”), Amendments Nine through Sixteen and Nineteen (the “First Out Loans”), and Amendments Seventeen and Twenty-One (the “Third Out Loans”) to provide liquidity to fund operations. The Nineteenth Amendment Term Loan had a maturity date of December 31, 2024, and the loan balance was repaid. The Centre Lane Senior Secured Credit Facility has been determined to qualify as a related party transaction as shares were issued to Centre Lane Partners as part of the transaction. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions.

On December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement with Centre Lane Partners for the purpose of securing a bond to stay execution of a judgment in the amount of approximately $1.7 million that was entered against the Company as a result of certain disclosed litigation (the “Ladenburg litigation”), as the Company intends to appeal the judgment. The Company borrowed an additional $1.9 million from the Lenders, which funds were used to secure the bond. Amounts drawn pursuant to the Twenty-First Amendment, including all accrued but unpaid principal and interest thereon, will mature and become payable in December 2026. Interest to be paid in cash accrues at a rate of 0% per annum, and interest to be paid in kind accrues at a rate of 15% per annum. For further information on this judgment, see Note 16, Commitments and Contingencies, to the consolidated financial statements.

In connection with the Twenty-First Amendment, and as consideration therefore, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 2.5% of the fully diluted pro forma ownership of the Company, or 5,001,991 shares of the common stock, to an affiliate of the Lenders.

Optional Prepayment

The Company may, at any time, voluntarily prepay, in whole or in part (with a minimum prepayment of $250,000) the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid. There is no prepayment penalty associated with the Centre Lane Senior Secured Credit Facility. However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility is required in the event of certain future capital raises.

F-23

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Repayment of Loans

Extending the maturity date of the First Out Loans (which no longer include the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans), Second Out Loans (formerly defined as the "Last Out Loans"), and Third Out Loans (comprised of the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans) from April 20, 2026, to December 20, 2026;
Changing the Second Out Loans PIK rate to the Term Secured Overnight Financing Rate ("

SOFR

") plus 3% and the Second Out Loans cash interest rate to 2%. At December 31, 2025, the

SOFR

floor was 5.00% per annum, thus the overall PIK rate on these facilities was 8.00%;

Changing the First Out Loans cash interest rate to the Term

SOFR

plus 2%. The overall PIK rate on these facilities was 7.00% at December 31, 2025;

Changing the Third Out Loans PIK rate to 15%;
Adjusting the amortization of the Second Out Loans such that quarterly installments of 1% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid for each quarter in 2025, and quarterly installments of 2% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid thereafter until maturity; and
Adjusting the amortization of the First Out Loans such that an installment of $700,000 was paid on March 31, 2025, and quarterly installments of $575,000 were to be paid thereafter until maturity.

Converting the First Out Loans cash interest due on September 30, 2025, to interest PIK;
Reducing the First Out Loans amortization payment from $575,000 to $250,000 due on September 30, 2025, with the difference deferred to the maturity date of the First Out Loans, which is December 20, 2026;
Incurring an amendment fee equal to 25 basis points of the First Out Loans, approximately $8,000, which was added to the principal balance of the First Out Loans as of September 30, 2025;
Converting the Second Out Loans cash interest due on September 30, 2025, to interest PIK; and
Deferring the Second Out Loans amortization payment due on September 30, 2025, to the maturity date of the Second Out Loans, which is December 20, 2026;
Following payments made on September 30, 2025, all loan terms, including cash interest and PIK rates, reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and were due on December 31, 2025.

Also in connection with the Twenty-Third Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 1.5% of the fully-diluted pro forma ownership of the Company, or 2,832,485 shares of the common stock, to Centre Lane Partners.

Converting the Second Out Loans cash interest due on December 31, 2025, to interest PIK; and
Deferring the Second Out Loans amortization payment due on December 31, 2025, to March 31, 2026.
Following payments made on December 31, 2025, all loan terms, including cash interest rates, reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and were due on March 31, 2026.

Also in connection with the Twenty-Fourth Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 1.5% of the fully-diluted pro forma ownership of the Company, or 2,870,792 shares of the common stock, to Centre Lane Partners. As of December 31, 2025, BV Agency, LLC, an affiliate of the lenders, and Centre Lane Partners owned approximately 14.6% and 11.5% of the Company’s outstanding common stock, respectively.

F-24

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2025 and 2024, the Company paid approximately $2.3 million and $3.1 million toward the principal loan balance, respectively. For the years ended December 31, 2025 and 2024, the Company paid approximately $532,000 and $539,000 toward outstanding interest payable, respectively.

As of December 31, 2025, we owed Centre Lane $86.1 million under the Centre Lane Senior Secured Credit Facility. Of this amount, $1.8 million is due on March 31, 2026, $1.4 million is due on June 30, 2026, and $1.4 million is due on September 30, 2026. The remaining principal balance of $81.5 million is due on December 20, 2026.

The below table summarizes the loan balances at December 31, 2025 and 2024:

	December 31, 2025		December 31, 2024
(in thousands)
Note payable - Centre Lane Senior Secured Credit Facility - related party (current)	$	84,276	$	3,808
Note payable - Centre Lane Senior Secured Credit Facility - related party (net of discount)		-		71,043
Net principal		84,276		74,851
Add: debt discount		1,864		3,971
Outstanding principal	$	86,140	$	78,822

The below table summarizes the movement in the outstanding principal during the years ended December 31, 2025 and 2024:

	December 31, 2025			December 31, 2024
(in thousands)
Opening balance	$	78,822		$	70,228
Add:
Draws		-			1,861
Exit and other fees		44			505
Interest capitalized		9,566			9,353
		88,432			81,947
Less
Payments		(2,292	)		(3,125	)
Outstanding principal	$	86,140		$	78,822

Fees

Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is required to pay Centre Lane Partners a non-refundable annual administration fee equal to $35,000 for agency services. The Centre Lane Senior Secured Credit Facility provides that this fee shall be, in all respects, fully earned, due and paid in kind by the Company on the effective date of the Centre Lane Senior Secured Credit Facility, and on each anniversary of the effective date during the term of the agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans. The accumulated administrative fee since inception of the facility is $210,000 and is included in outstanding principal. The administrative fee charged during the years ended December 31, 2025 and 2024, was $35,000 for both periods, respectively.

Amendments

Commencing April 2021, the Company and certain subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Facility. The Credit Agreement was amended a number of times to provide for additional loans used for working capital and acquisitions. In addition, as part of the transaction, there are exit fees (the "Exit Fees"), which are added and capitalized to the principal amount of the original loan. As of December 31, 2025, there were twenty-four amendments to the Credit Agreement.

F-25

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consistent with FASB Accounting Standards Codification ("ASC") Topic 470, Debt (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt. Additionally, in the event the transaction is with a related party, this gain or loss should be recognized against additional paid-in capital. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt.

The below table summarizes the amendments that were executed by the Company from the inception of the facility to December 31, 2025 (in thousands, except for share data):

Amendment No.		Date	Draw		Repayment Date	Interest Rate<br>Paid-in-Kind	Interest Rate<br>Cash	Amendment Fee				Accounting Impact
(in thousands, except share data)
1		4/26/2021	$	-	12/20/2026	8.00%	2.00%	$	-		150,000	Extinguishment	c
2		5/26/2021		1,500	12/20/2026	8.00%	2.00%		750		3,000,000	Modification	c
3		8/12/2021		500	12/20/2026	8.00%	2.00%		250		2,000,000	Modification	c
4		8/31/2021		1,100	12/20/2026	8.00%	2.00%		550		-	Modification	c
5		10/8/2021		725	12/20/2026	8.00%	2.00%		363		-	Extinguishment	c
6		11/5/2021		800	12/20/2026	8.00%	2.00%		800		7,500,000	Modification	c
7		12/23/2021		500	12/20/2026	8.00%	2.00%		500		-	Modification	c
			$	5,125				$	3,213		12,650,000
8		1/26/2022		350	12/20/2026	8.00%	2.00%		350		-	Modification	c
9		2/11/2022		250	12/20/2026	0.00%	7.00%		13		-	Modification	d
10		3/11/2022		300	12/20/2026	0.00%	7.00%		15		-	Modification	d
11		3/25/2022		500	12/20/2026	0.00%	7.00%		25		-	Modification	d
12		4/15/2022		450	12/20/2026	0.00%	7.00%		23		-	Modification	d
13		5/10/2022		500	12/20/2026	0.00%	7.00%		25		-	Modification	d
14		6/10/2022		350	12/20/2026	0.00%	7.00%		18		-	Modification	d
15		7/8/2022		350	12/20/2026	0.00%	7.00%		(58	)	-	Modification	d
			$	3,050				$	411		-
16		2/10/2023		1,500	12/20/2026	0.00%	7.00%		75		-	Modification	d
17	f	4/20/2023		26,316	12/20/2026	15.00%	0.00%		708		21,401,993	Extinguishment	e
19		7/28/2023		2,000	12/31/2024	0.00%	7.00%		100		-	Modification	d
			$	29,816				$	883		21,401,993
20		6/5/2024		-	12/20/2026	0.00%	0.00%		472		-	Modification	g
21	f	12/26/2024		1,861	12/20/2026	15.00%	0.00%		-		5,001,991	Modification	e
			$	1,861				$	472		5,001,991
23		9/30/2025		-	12/20/2026	0.00%	0.00%		8		2,832,485	Modification	g
24		12/31/2025		-	12/20/2026	0.00%	0.00%		-		2,870,792	Modification	g
			$	-				$	8		5,703,277
			$	39,852				$	4,987		44,757,261

a - New rates in effect in connection with Amendment Twenty-Two.

b - Added and capitalized to the principal amount of the original loan.

c - Second Out Loans.

d - First Out Loans.

e - Third Out Loans.

f - There was no impact on principal or interest and no fees incurred by the Company under Amendments Eighteen and Twenty-Two, thus they are excluded from the table.

g - There were no loan draws under Amendments Twenty, Twenty-Three, and Twenty-Four, thus no interest rates were incurred. Amendments Twenty, Twenty-Three, and Twenty-Four adjusted the existing outstanding loan terms, thus the balances of the interest rate PIK and interest rate cash are 0.00%.

F-26

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our debt financing arrangements, including long-term debt, expose us to counterparty credit risk as they are solely with a single related party lender. We manage this risk by closely monitoring the related party's financial stability and ensuring it maintains a strong credit rating. No other financial institutions are involved in our debt obligations. As of December 31, 2025 and 2024, the carrying value of the Centre Lane Senior Secured Credit Facility was $84.3 million and $74.9 million, respectively, net of unamortized debt discount of $1.9 million and $4.0 million, respectively. The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method.

During the year ended December 31, 2025 and 2024, the Company recorded amortization of debt discount of $2.1 million and $2.7 million, respectively, on the Centre Lane Senior Secured Credit Facility.

Interest expense for the year ended December 31, 2025 and 2024, consisted of the following:

	Year Ended
	December 31, 2025		December 31, 2024
(in thousands)
Interest expense	$	10,136	$	9,913
Amortization		2,150		2,697
Total interest expense	$	12,286	$	12,610

NOTE 11 – 10% CONVERTIBLE PROMISSORY NOTES

The outstanding principal and interest of the Convertible Notes were due and payable in November 2023, and on July 1, 2024, the Company repaid the outstanding principal of $80,000 and outstanding interest of $43,000 on the Convertible Notes due to its former Chairman of the Board.

NOTE 12 – LEASES

The Company accounts for its operating lease under FASB ASC Topic 842, Leases (“ASC 842”), which requires lessees to recognize on the balance sheet at lease commencement, the lease assets and the related lease liabilities for the rights and obligations created by operating and finance leases with lease terms of more than 12 months.

Operating Lease

The Company leases its corporate offices in Boca Raton, Florida under a long-term non-cancellable lease agreement. An addendum to the lease dated June 14, 2022, set a lease renewal term of five years beginning upon completion of improvements to the office space by the landlord, which were completed on September 12, 2022. The annual base rent as of the beginning of this renewal term is approximately $143,000, with a provision for a 3% increase on each anniversary of the rent commencement date. The Company has the option to renew the lease for one additional five-year term.

At December 31, 2025 and 2024, the operating lease right-of-use asset was $173,000 and $253,000, respectively, and is included under assets on the consolidated balance sheets.

At December 31, 2025 and 2024, the operating lease right-of-use lease liability was $160,000 and $252,000, respectively, including the current portion of $95,000 and $79,000, respectively, and is included under liabilities on the consolidated balance sheets.

Over the lease term, the Company is required to amortize the operating lease asset and record interest expense on the lease liability created at lease commencement. Operating lease expense was approximately $187,000 and $173,000 for the years ended December 31, 2025 and 2024.

The Company’s non-lease components are primarily related to property maintenance and other operating services, which vary based on future outcomes and are recognized in rent expense when incurred and not included in the measurement of the lease liability.

F-27

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating Lease Sublease

One April 14, 2024, and July 1, 2024, the Company entered into two sublease agreements for its Boca Raton corporate office suites. The subleases continue for the remaining term on the initial lease agreement of three years with no option to extend. The aggregate minimum annual rental income under the subleases is approximately $137,000 with 3% escalations per annum. The Company retains the ability to use the address as its corporate office.

At December 31, 2025 and 2024, the operating lease subleases right-of-use liability was $12,000, and is included as an offset to right-of-use assets within other non-current liabilities on the consolidated balance sheet.

Operating lease sublease income was approximately $137,000 and $84,000 for the year ended December 31, 2025 and 2024, respectively.

Finance Lease

On October 1, 2023, the Company entered into a lease agreement for computer equipment with a lease term of three years.

At December 31, 2025, and 2024, the finance lease asset was $20,000 and $42,000, respectively, and is included under assets on the consolidated balance sheets.

At December 31, 2025, and 2024, the finance lease liability was $20,000 and $42,000, respectively, including the current portion of $20,000 and $22,000, respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the year ended December 31, 2025 was $29,000 inclusive of interest of $7,000 and amortization of $22,000, and is included in general and administrative expense in the statements of operations and comprehensive loss. Finance lease expense for the year ended December 31, 2024 was $29,000, inclusive of interest of $11,000 and amortization of $18,000, and is included in general and administrative expense in the statements of operations and comprehensive loss.

As of December 31, 2025 and 2024, the right-of-use asset and lease liability for the operating lease are summarized as follows (in thousands):

	December 31, 2025			December 31, 2024
(in thousands)
Assets:
Total operating lease right-of-use asset	$	173		$	253
Total finance lease asset (1)	$	20		$	42
Liabilities:
Operating lease liability, current	$	95		$	79
Operating sublease liability, net of current portion		12			12
Operating lease liability, net of current portion		65			173
Total operating lease liability	$	172		$	264
Finance lease liability, current	$	20		$	22
Finance lease liability, net of current portion		-			20
Total finance lease liability	$	20		$	42
Weighted-average remaining lease term (in years):
Operating lease		1.75			2.75
Finance lease		0.75			1.75
Weighted-average discount rate:
Operating lease		14.39	%		14.39	%
Finance lease		21.12	%		21.12	%

(1) Finance lease represents computer software, see Note 5, Property and Equipment, Net, to the consolidated financial statements.

F-28

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, the aggregate annual lease obligations were as follows (in thousands):

	Operating Leases			Finance Leases
(in thousands)
2026	$	95		$	20
2027		79			-
Total lease obligations		174			20
Less: amount representing interest		(14	)		-
Net lease obligations	$	160		$	20

NOTE 13 – REVENUE RECOGNITION

The following table represents our revenue disaggregated by type:

	Year Ended
	December 31, 2025		December 31, 2024
(in thousands)
Revenue:
Digital publishing	$	1,482	$	1,733
Advertising technology		21,681		18,449
Consumer insights		26,559		27,021
Creative services		8,519		7,056
Media services		988		2,422
Total revenue	$	59,229	$	56,681

Geographic Information

Revenue by geography is based on the country of the Company’s contracting entity. Total United States revenue was approximately 100% of total revenue for the years ended December 31, 2025, and 2024.

As of December 31, 2025, and 2024, approximately 100% of our long-lived assets, including websites and other intangible assets used in revenue generation, were attributable to operations in the United States.

Deferred Revenue

The movement in deferred revenue during the years ended December 31, 2025 and 2024, comprised the following (in thousands):

	December 31, 2025			December 31, 2024
(in thousands)
Deferred revenue at the start of the period	$	2,883		$	4,569
Amounts invoiced during the period		37,510			40,529
Less: revenue recognized during the period		(37,559	)		(42,215	)
Deferred revenue at the end of the period	$	2,834		$	2,883

NOTE 14 – STOCK BASED COMPENSATION

On April 14, 2022, the Board of Directors of the Company and the Compensation Committee of the Board of Directors adopted and approved the 2022 Bright Mountain Media Stock Option Plan (the “2022 Stock Option Plan”). The 2022 Stock Option Plan provides for the grant of awards to eligible employees, directors and consultants in the form of stock options. The purpose of the 2022 Stock Option Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. The 2022 Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of December 31, 2025, 12,146,767 shares were remaining under the 2022 Stock Option Plan for the future issuance.

F-29

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Options

As of December 31, 2025, options to purchase and aggregate of 10,353,233 shares of common stock were outstanding under the Company's 2013 Stock Option Plan, the 2015 Stock Option Plan, the 2019 Stock Option Plan, and the 2022 Stock Option Plan at a weighted-average exercise price of $0.09 per share. No further grants can be made under any of the Company's stock option plans other than the 2022 Stock Option Plan.

Compensation expense recorded in connection with the Stock Option Plan was $125,000, and $254,000 for the years ended December 31, 2025, and 2024, respectively. These amounts have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements.

The following table presents the activity of the Company’s outstanding common stock options for the year ended December 31, 2025:

			Weighted Average Exercise Price			Aggregate Intrinsic Value
Common stock options:
Balance outstanding at December 31, 2024	10,584,033		$	0.10	8.0	$	79
Granted	575,000		$	0.04	-	$	-
Exercised	(50,400	)	$	-	-	$	-
Forfeited	(444,150	)	$	0.08	-	$	0
Expired	(311,250	)	$	0.42	-	$	-
Balance outstanding at December 31, 2025	10,353,233		$	0.09	7.2	$	0
Exercisable at December 31, 2025	6,489,294		$	0.10	7.0	$	-
Unvested at December 31, 2025	3,863,939		$	0.07	7.4	$	0

During the years ended December 31, 2025 and 2024, 50,400 and 80,250 common stock options were exercised with an aggregate intrinsic value of $0 and $3,000, respectively.

Summarized information with respect to options outstanding under the stock option plans at December 31, 2025, is as follows:

	Options Outstanding						Options Exercisable
Range of Exercise Price	Number Outstanding		Weighted Average Exercise Price		Remaining Contractual Life (in years)		Number Exercisable		Weighted Average Exercise Price
0.0001 - 0.13		9,247,006	$	0.05		7.3		5,706,067	$	0.05
0.14 - 0.24		867,000	$	0.17		7.1		544,000	$	0.17
0.25 - 0.49		-	$	-		-		-	$	-
0.50 - 0.85		106,000	$	0.75		0.5		106,000	$	0.75
0.86 - 1.75		133,227	$	1.64		3.9		133,227	$	1.64
		10,353,233	$	0.09		7.2		6,489,294	$	0.10

As of December 31, 2025, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $85,000 to be recognized through July 2027.

The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates.

F-30

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides the weighted average assumptions used in determining the fair value of the stock-based awards for the year ended December 31, 2025 and 2024:

	December 31, 2025			December 31, 2024
Expected life (years)	5.58 yrs			5.82 yrs
Expected volatility		445.13	%		452.21	%
Risk-free interest rate		4.34	%		4.12	%
Dividend yield		0.00	%		0.00	%
Expected forfeiture rate		0.00	%		0.00	%

During the year ended December 31, 2025 and 2024, 575,000 and 469,673 options were issued, respectively.

The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on an average of similar public companies' historical volatility, as the Company's common stock is quoted in the over-the-counter market on the OTCQB Tier of the OTC Markets, Inc. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant.

Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. The Company has elected to account for forfeitures as they occur.

NOTE 15 – FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation.

Fair Value Considerations

Financial instruments recognized in the consolidated balance sheets consist of cash, cash equivalents, restricted cash, accounts receivable, other liabilities and accounts payable. The Company believes that the carrying value of its current financial instruments approximates their fair value due to the short-term nature of these instruments. The carrying value of the Centre Lane Senior Secured Credit Facility approximates the fair value due to their nature and level of risk.

F-31

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assets Measured at Fair Value on a Non-Recurring Basis

The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value when impairment is recognized. These assets include goodwill and intangible assets, net.

The below table shows the quantitative information for assets measured at fair value on a non-recurring basis:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value		Valuation Technique	Unobservable Input	Rate <br>(Weighted-Average Cost of Capital)
(in thousands)
Goodwill	$	6,999	Discounted cash flow	Discount rate	18.29%

Goodwill and Intangibles Assets

Goodwill and intangible assets are tested for impairment at least annually, and if triggering events are noted prior to the annual assessment. Impairment is deemed to occur when the carrying value associated with the reporting unit exceeds the implied value associated with the reporting unit. We estimate the fair value of our reporting units utilizing an income approach (discounted cash flow method), which incorporates significant unobservable Level 3 inputs.

At October 1, 2025, an impairment assessment was performed on goodwill for Ad Network, Owned & Operated, and Insights reporting units. We estimated the fair value of our reporting units utilizing an income approach (discounted cash flow method), which incorporated significant unobservable Level 3 inputs. The assessment indicated that the carrying value was in excess of its implied fair value, resulting in an impairment charge of $786,000 for goodwill.

Centre Lane Senior Secured Credit Facility

The Company is required to perform an analysis of the change in each amendment to the Centre Lane Senior Secured Credit Facility to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value.

The Company calculates the present value of the cash flows under the terms of each new amendment and determines if it is substantially different by at least 10% from the present value of the remaining cash flow of the original debt instrument. Amendments Twenty-Two, Twenty-Three, and Twenty-Four were considered modifications. For further information on modifications and extinguishments, see the amendments table within Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Litigation

In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation and regulatory matters when those matters present loss contingencies that are both probable and estimable. In such cases, there may be exposure to loss in excess of any amounts accrued. When a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. As a litigation or regulatory matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable. If, at the time of evaluation, the loss contingency related to a litigation or regulatory matter is not both probable and estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and estimable. When a loss contingency related to a litigation or regulatory matter is deemed to be both probable and estimable, the Company will establish an accrued liability with respect to such loss contingency and record a corresponding amount of litigation-related expense. The Company will then continue to monitor the matter for further developments that could affect the amount of any such accrued liability.

F-32

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Ladenburg

Other Litigation

Other litigation is defined as smaller claims or litigation that are neither individually nor collectively material. It does not include lawsuits that relate to collections.

NOTE 17 - STOCKHOLDERS' DEFICIT

Preferred Stock

The Company has authorized 20,000,000 shares of preferred stock with a par value of $0.01 (the “Preferred Stock”), issuable in such series and with such designations, rights and preferences as the board of directors may determine. The Company’s board of directors has designated six series of preferred stock, consisting of:

10% Series A Convertible Preferred Stock;
10% Series B Convertible Preferred Stock;
10% Series C Convertible Preferred Stock;
10% Series D Convertible Preferred Stock;
10% Series E Convertible Preferred Stock; and
10% Series F Convertible Preferred Stock.

The designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 are identical, other than the dividend rate, liquidation preference and date of automatic conversion into shares of our common stock.

F-33

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Additional terms of the designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 include:

the shares have no voting rights, except as may be provided under Florida law;
the shares pay cash dividends subject to the provisions of Florida law at the dividend rates set forth above, payable monthly in arrears;
the shares are convertible at any time at the option of the holder into shares of our common stock on a 1:1 basis. The conversion ratio is proportionally adjusted in the event of stock splits, recapitalization or similar corporate events. Any shares not previously converted will automatically convert into shares of our common stock on the dates set forth above;
the shares rank junior to the 10% Series A Convertible Preferred Stock and our 10% Series E Convertible Preferred Stock;
in the event of a liquidation or winding up of the Company, the shares have a liquidation preference of $0.50 per share for the Series F-1, $0.50 per share for the Series F-2 and $0.40 per share for the Series F-3; and
the shares are not redeemable by the Company.

Other designations, rights and preferences of each series of preferred stock are identical, including:

shares do not have voting rights, except as may be permitted under Florida law;
shares are convertible into our common stock at the holder’s option on a one for one basis;
shares are entitled to a liquidation preference equal to a return of the capital invested; and
each share will automatically convert into shares of common stock five years from the date of issuance or upon a change in control.

Both the voluntary and automatic conversion formulas are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

There were no shares of preferred stock issued or outstanding at December 31, 2025, and 2024.

At December 31, 2025 and 2024, there was an accrued unpaid preference dividend of $691,000. This amount is payable to the Company's former Chairman of the Board, Mr. Kip Speyer, and is included under other current liabilities in the consolidated balance sheets at December 31, 2025.

Common Stock

Shares of Common Stock under the 2022 Stock Option Plan

On April 14, 2022, the Board and the Compensation Committee of the Board adopted and approved the 2022 Stock Option Plan. The 2022 Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of December 31, 2025, 12,146,767 shares were remaining under the 2022 Stock Option Plan for future issuance.

Issue of Common Stock

During the year ended December 31, 2025, the Company issued 5,753,677 shares of our common stock as follows (in thousands, except share data):

	Year Ended
	December 31, 2025
	Shares (#)		Value
Common stock issued to Centre Lane related to debt financing		5,703,277	$	120
Common stock issued for options exercised		50,400	$	2
Shares of common stock issued, net		5,753,677	$	122

F-34

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2024, the Company issued 5,361,693 shares of our common stock as follows (in thousands, except share data):

	Year Ended
	December 31, 2024
	Shares (#)		Value
Common stock issued to Centre Lane related to debt financing		5,001,991	$	175
Common stock issued for options exercised		80,250	$	2
Common stock issued for services rendered		279,452	$	16
Shares of common stock issued, net		5,361,693	$	193

F-35

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Treasury Stock

During the year ended December 31, 2025, three shareholders relinquished their Bright Mountain common stock shares. A total of 835,400 shares were acquired by the Company at no cost to the Company. A total of 2,185,575 shares of the Company's common stock, with a value of $220,000, are being held as Treasury Stock by the Company.

Warrants

At December 31, 2025 and 2024, we had 175,000 and 10,573,700 common stock warrants outstanding to purchase shares of our common stock, respectively, with exercise prices ranging between $0.75 and $1.00 per share. Of the 175,000 common stock warrants outstanding at December 31, 2025, all 175,000 will expire in 2030.

Approximately 10,398,700 and 10,788,366 common stock warrants expired during the years ended December 31, 2025 and 2024, respectively.

A summary of the Company’s warrants outstanding as of December 31, 2025 and 2024 is presented below:

December 31, 2025
Exercise Price		Number Outstanding		Gross Cash Proceeds<br>(if exercised, in thousands)
$	0.75		-	$	-
$	1.00		175,000	$	175
			175,000	$	175
December 31, 2024
---	---	---	---	---	---
Exercise Price		Number Outstanding		Gross Cash Proceeds<br>(if exercised, in thousands)
$	0.75		10,398,700	$	7,799
$	1.00		175,000	$	175
			10,573,700	$	7,974

NOTE 18 – LOSS PER SHARE

As of December 31, 2025 and 2024, there were 183,218,504 and 177,464,827 shares of common stock issued, respectively, and 181,032,929 and 176,114,652 shares of common stock outstanding, respectively. Outstanding shares as of December 31, 2025 and 2024, have been adjusted to reflect 2,185,575 and 1,350,175 treasury shares, respectively.

Basic net loss per share is computed by dividing the net earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period.

Diluted loss per share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding, increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Conversion or exercise of the potential common shares is not reflected in diluted earnings per share unless the effect is dilutive. The dilutive effect, if any, of outstanding common share equivalents is reflected in diluted earnings per share by application of the treasury stock method, and if-converted method as applicable.

F-36

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables reconcile actual basic and diluted earnings per share for the years ended December 31, 2025 and 2024 (in thousands except shares and per share data):

	Year Ended
	December 31, 2025			December 31, 2024
(in thousands, except per share data)
Numerator:
Net loss	$	(13,455	)	$	(17,024	)
Denominator:
Weighted-average common shares outstanding:
Basic		176,547,907			171,199,036
Diluted		176,547,907			171,199,036
Net loss per common share
Basic	$	(0.08	)	$	(0.10	)
Diluted	$	(0.08	)	$	(0.10	)

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the years ended December 31, 2025 and 2024 were as follows:

	December 31, 2025		December 31, 2024
Shares unvested and subject to exercise of stock options		10,353,233		10,459,033
Shares subject to exercise of warrants		175,000		10,573,700

NOTE 19 – RELATED PARTY TRANSACTIONS

Centre Lane Partners

Centre Lane Partners has provided, and continues to provide, funding to assist the Company with its liquidity needs through the Centre Lane Senior Secured Credit Facility.

In connection with the Twenty-First Amendment, on December 26, 2024, the Company issued 5,001,991 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. In connection with the Twenty-Third Amendment, on September 30, 2025, the Company issued an additional 2,832,485 shares of common stock of the Company to Centre Lane Partners. In connection with the Twenty-Fourth Amendment, on December 31, 2025, the Company issued an additional 2,870,792 shares of common stock of the Company to Centre Lane Partners.

BV Agency, LLC, and Centre Lane Partners own approximately 14.6% and 11.5% of the Company’s outstanding common stock, respectively.

SEC rules define a related party as including (i) any director or executive officer of the Company, or any immediate family member thereof, (ii) any director nominee, or any immediate family member thereof, and (iii) a 5% or greater shareholder of the Company, or any immediate family member thereof. As a result, BV Agency, LLC, and Centre Lane Partners together are considered to be related parties of the Company. Through December 31, 2025, the Company has entered into 24 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $86.1 million and $78.8 million as of December 31, 2025 and 2024, respectively. See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements for details on this facility.

Preferred Stock

At December 31, 2025 and 2024, there was an accrued unpaid preference dividend of $691,000. This amount is payable to the Company's former Chairman of the Board, Mr. Kip Speyer.

F-37

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20 – INCOME TAXES

The Company is subject to federal and various state income taxes in the United States as well as income taxes in various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations.

The Company’s loss before income taxes consists of the following:

	Year Ended December 31,
	2025			2024
United States	$	(12,663	)	$	(15,653	)
Foreign		(792	)		(60	)
Total loss before provision for income taxes	$	(13,455	)	$	(15,713	)

A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:

	December 31,
	2025						2024
	Amount			Rate			Amount			Rate
Federal tax expense (benefit) at the statutory rate from operations	$	(2,826	)		21.00	%	$	(3,300	)		21.00	%
State and local tax benefit, net of federal income tax benefit		-			0.00	%		-			0.00	%
Effect of foreign taxes:
Foreign rate differential		8			-0.05	%		-			0.00	%
Foreign change in valuation allowance		158			-1.17	%		-			0.00	%
Change in valuation allowance		2,497			-18.56	%		3,202			-20.38	%
Nontaxable or nondeductible items:
Impairment		165			-1.23	%		-			0.00	%
Other		34			-0.25	%		62			-0.39	%
Other adjustments:
Deferred tax assets (liabilities) true-up - other		(26	)		0.19	%		19			-0.12	%
Deferred tax assets (liabilities) true-up - net operating loss		251			-1.87	%		-			0.00	%
Return to provision		(261	)		1.94	%		17			-0.11	%
Total tax provision (benefit)	$	-			0.00	%	$	-			0.00	%

The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2025 and 2024, are as follows:

	December 31,
	2025			2024
Deferred tax assets:
Net operating loss carryforward	$	24,878		$	23,568
Intangible assets		2,108			2,223
Lease liability		50			88
Interest limitation		2,813			-
Other		1,374			991
Total gross deferred tax assets		31,223			26,870
Less: Deferred tax asset valuation allowance		(30,983	)		(26,392	)
Total net deferred tax assets	$	240		$	478
Deferred tax liabilities:
Right-of-use asset		(53	)		(89	)
Debt modification		(187	)		(389	)
Net deferred tax liabilities	$	-		$	-

F-38

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2025, the Company had U.S. federal net operating loss carryforwards of $87.5 million which include $77.2 million that have an unlimited carryforward period and the remainder expire at various dates from

2030

through

2038

. As of December 31, 2025, the Company had state and local net operating loss carryforwards of $117.2 million which includes $42.7 million that have an unlimited carryforward period and the remainder expire at various dates from

2030

through

2042

. As of December 31, 2025, the Company had foreign net operating loss carryforwards of $5.5 million which include $4.6 million that have an unlimited carryforward period and the remainder expire in

2029

and

2030

The utilization of the Company’s net operating losses may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in the expiration of net operating loss carryforwards before their utilization. The Company has not completed a study to assess whether an “ownership change” as defined in Section 382 has occurred or whether there have been multiple ownership changes since the Company’s inception. Future changes in the Company’s stock ownership, which may be outside of the Company’s control, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.”

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company and its foreign subsidiaries, the net deferred tax assets less deferred tax liabilities for 2025 were fully offset by the deferred tax liability and a 100% valuation allowance on the remaining balance. Based on all available evidence, management determined that it is more likely than not that the Company's net deferred tax assets will not be realized. As a result, the Company continues to maintain a full valuation against its net deferred tax assets. For the years ended December 31, 2025, and 2024, the change in the valuation allowance was an increase of approximately $4.6 million and $3.6 million, respectively.

The Company does not provide for U.S. Federal, state, and applicable foreign income and withholding taxes on the financial reporting basis over the tax basis of its foreign subsidiary investment because the Company does have the intentions and ability to indefinitely reinvest the undistributed earnings of its foreign subsidiaries. As a result, deferred taxes have not been recorded for the outside basis differences in its foreign subsidiary as of December 31, 2025, to the extent such differences are expected to result in future taxable income upon repatriation. The Company reviews its ability and intentions to indefinitely reinvest its foreign earnings at each balance sheet.

The One Big Beautiful Bill Act ("OBBBA") was passed and became effective for the Company during 2025. The legislation includes, among other provisions, permanent full expensing for certain business assets, changes to the interest deduction limitation under Section 163(j), amendments to international tax provisions including the global intangible low-taxed income (“GILTI”) and foreign-derived intangible income (“FDII”) regimes, the permanent extension of the controlled foreign corporation (“CFC”) look-through rule, as well as modifications to the treatment of research and development expenditures mentioned above.

Congress modified the treatment for research and development expenditures by adding new Section 174A, which applies for tax years beginning after December 31, 2024. Section 174A permits the immediate deduction of domestic R&D expenditures or, at the taxpayer’s election, capitalization and amortization over a period of at least five years beginning when the related benefits are first realized. Foreign R&D expenditures continue to be capitalized and amortized over 15 years. Transition provisions allow taxpayers either to continue amortizing amounts capitalized under the TCJA rules or to deduct remaining unamortized domestic R&D expenditures in the first tax year beginning after December 31, 2024. The Company has elected to amortize previously capitalized domestic R&D expenditures over two years which is permitted under OBBBA and immediately expense any current year Section 174A costs.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which it operates or does business in. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation, on the basis of the technical merits.

F-39

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company records tax positions as liabilities and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2025, and 2024, the Company has not recorded any liabilities for uncertain tax positions in its consolidated financial statements.

The Company records interest and penalties related to unrecognized tax benefits in the provision for income taxes. As of December 31, 2025, and 2024, no accrued interest or penalties are recorded on the balance sheets, and the Company has not recorded any related expenses.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years currently open under statute from

2022

to the present in the U.S. and from

2021

to present in the Company’s foreign operations. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period.

The Company did not pay income taxes, net of refunds, during the year ended December 31, 2025. As no income taxes were paid, disaggregation by federal, state, or foreign jurisdiction was not applicable for the period presented.

F-40

EX-10.48

EXHIBIT 10.48

TWENTY-FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

This TWENTY-FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is dated as of December [31], by and among CL MEDIA HOLDINGS LLC, a Delaware limited liability company (“Borrower”), BRIGHT MOUNTAIN MEDIA, INC., a Florida corporation (“Parent”), BRIGHT MOUNTAIN, LLC, a Florida limited liability company (“BM LLC”), MEDIAHOUSE, INC., a Florida corporation (“Media House”), DEEP FOCUS AGENCY LLC (f/k/a Big-Village Agency LLC), a Florida limited liability company (“DFA”), BV INSIGHTS LLC, a Florida limited liability company (“BVI” and, collectively with BM LLC, Media House and DFA, the “Guarantors”), the Lenders party hereto, and CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) and is made with reference to the Credit Agreement referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower, Parent, the Guarantors, the Lenders from time to time party thereto, Administrative Agent and Collateral Agent are parties to that certain Amended and Restated Senior Secured Credit Agreement, dated June 5, 2020 (as amended prior to the date hereof and as the same may be further amended, amended and restated, supplemented, or otherwise modified or replaced, the “Credit Agreement”), pursuant to which the Lenders made certain loans and other financial accommodations to the Borrower;

WHEREAS, Borrower has requested that certain amendments be made to the Credit Agreement, which the Lenders party hereto, the Administrative Agent and the Collateral Agent are willing to make pursuant to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement, after giving effect to this Amendment (the “Amended Credit Agreement”).
Amendments. As of the Twenty-Fourth Amendment Execution Date (as defined below), the Credit Agreement is hereby amended, effective as the Twenty-Fourth Amendment Effective Date (as defined in the Amended Credit Agreement), by inserting the double-underlined text (example: double-underlined text) and deleting the stricken text (example: stricken text) set forth on the selected pages of the Credit Agreement attached hereto as Annex A.
Reserved.
Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date on which all such conditions have been satisfied being referred to herein as the “Twenty-Fourth Amendment Execution Date”):
Administrative Agent, Collateral Agent, Borrower, Parent, Guarantors and Lenders shall have executed this Amendment, and each such Borrower, Parent, Guarantor and each Lender shall have delivered its executed counterpart to this Amendment to Administrative Agent.
Reserved.
Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Twenty-Fourth Amendment Execution Date from the chief financial officer of the Parent in substantially the form of Exhibit I to the Credit Agreement.
Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying that:
before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated by this Amendment; and
each of the representations and warranties contained or incorporated by reference in Section 9 of this Amendment shall be true and correct in all material respects (or, in the case of any such representation and warranty already qualified by materiality, true and correct in all respects) on and as of the Twenty-Fourth Amendment Execution Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any such representation and warranty already qualified by materiality, true and correct in all respects) on and as of such earlier date).
Post-Closing Items. To the extent not delivered or effectuated on or prior to the Twenty-Fourth Amendment Execution Date, the Loan Parties shall promptly comply in all respects with the post-closing requirements set forth below, in form and substance satisfactory to Administrative Agent, it being understood that compliance by the Loan Parties with this Section 5 is a material inducement to the execution and delivery of this Amendment, and that the failure to deliver any post-closing item below by the required date (or such other date as agreed to in writing by Administrative Agent) shall constitute an Event of Default under the Credit Agreement:
Within four (4) Business Days after the Twenty-Fourth Amendment Execution Date, Administrative Agent shall have received a reasonably satisfactory letter from Parent that consents to, and directs, the issuance and transfer of, into a brokerage account controlled by CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P. or one of its designated affiliates, shares of Parent’s common stock in an aggregate amount equal to 1.5% of the fully-diluted pro forma ownership in the Borrower as of the Twenty-Fourth Amendment Effective Date (the “Twenty-Fourth Amendment Share Issuance”).
On or prior to the earlier of (i) ten (10) days after the Twenty-Fourth Amendment Execution Date and (ii) January 10, 2026, Administrative Agent shall have received reasonably satisfactory evidence that the Twenty-Fourth Amendment Share Issuance has been consummated.
Release.

Effective as of the date of the Twenty-Fourth Amendment Execution Date, the Loan Parties, jointly and severally, agree to release and hereby do release and discharge, the Lenders, their shareholders, agents, servants, employees, directors, officers, attorneys, affiliates, subsidiaries, predecessors, successors and assigns and all persons, firms, corporations, and organizations acting on their behalf (each a “Lender Party”) of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever that any Loan Party has or claims to have against any Lender Party as of the Twenty-Fourth Amendment Execution Date and whether known or unknown at the time of this release, and of every nature and extent whatsoever on account of or in any way, directly or indirectly, touching, concerning, arising out of or founded upon the loan documents or the lending relationship respecting the obligations between any Loan Party and any Lender Party. Likewise, the Loan Parties waive any defense to payment of the Obligations, other than the defense that a mathematical error occurred in calculating the amount owed by the Loan Parties to the Lenders under the Loan Documents. The Lenders would not agree to enter into this Amendment but for the provisions set forth in this Section 6. The Loan Parties confirm that they have agreed to the provisions of this Section 6 of their own volition, with full knowledge of the extent and effect of the various releases and waivers granted by this paragraph and of the importance to the Lenders of these waivers and releases and after having had the opportunity to discuss this matter with counsel of their own choice.

Each Loan Party expressly acknowledges and agrees that that it currently possesses no claim or defense against the Agents nor the Lenders nor any of their respective designees, affiliates, agents, employees, officers, directors, consultants, successors, assigns, and representatives in connection with the Loan Documents or this Amendment, including, but not limited to, set-off, estoppel, waiver, duress, impracticability, mistake, ambiguity, cancellation of instruments, rescission or excuse of performance.

Indemnification.

Each Loan Party hereby confirms that the indemnification provisions set forth in Section 10.05 of the Credit Agreement shall apply to this Amendment and to such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements (as more fully set forth therein) which may arise herefrom or in connection herewith or otherwise relating to this Amendment, the Amended Credit Agreement or the transactions contemplated hereby or thereby.

Consent and Reaffirmation of the Loan Parties.
Each Loan Party hereby acknowledges that it (i) has reviewed the terms and provisions of this Amendment, (ii) consents to the amendments to the Credit Agreement effected pursuant to this Amendment and consents to the terms, conditions and other provisions of this Amendment and the Amended Credit Agreement, and (iii) consents to each of the transactions
contemplated hereby and by the Amended Credit Agreement. Each Loan Party hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, each of the Credit Agreement and each Loan Document to which such Loan Party is a party or otherwise bound, and the obligations of such Loan Party contained in the Credit Agreement and each such Loan Document, are and shall continue to be in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment.
Without limiting the generality of the foregoing, each Loan Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of Liens and security interests and other obligations, as applicable, under and subject to the terms of the Amended Credit Agreement and each of the Loan Documents to which it is a party, and acknowledges and agrees that all such payment obligations, guarantees, pledges, grants of Liens and security interests and other obligations shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.
Representations and Warranties. In order to induce Administrative Agent and the Lenders to enter into this Amendment, and to amend the Credit Agreement in the manner provided herein, each Loan Party hereby represents and warrants to Administrative Agent and the Lenders that, as of the Twenty-Fourth Amendment Execution Date:
(i) each Loan Party has the right and power and is duly authorized and empowered to enter into, execute and deliver this Amendment and perform its obligations under this Amendment and the Amended Credit Agreement, (ii) each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of this Amendment and the performance of the Amended Credit Agreement, and (iii) this Amendment has been duly authorized, executed and delivered by each Loan Party;
this Amendment constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by (i) applicable solvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ right generally and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity);
each Loan Party’s execution, delivery and performance of this Amendment and each Loan Party’s performance of the Amended Credit Agreement do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Liens created under the Loan Documents) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except in the cases of clauses (b) and (c) above where such conflicts or violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect;
immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or would result therefrom; and
each of the representations and warranties contained in the Amended Credit Agreement and in the Loan Documents is true and correct in all material respects (or, in the case of any such representation and warranty already qualified by materiality, true and correct in all respects) on and as of the Twenty-Fourth Amendment Execution Date with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (or, in the case of any such representation and warranty already qualified by materiality, true and correct in all respects) on and as of such earlier date).
Reference to and Effect on the Credit Agreement.
Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of any Loan Document, or otherwise affect the rights and remedies of Administrative Agent, Collateral Agent or any Lender thereunder, and shall not alter, modify, amend or in any way affect any of the Obligations or any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the Obligations or any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any Loan Document in similar or different circumstances.
On the Twenty-Fourth Amendment Execution Date, the Credit Agreement shall be amended as provided herein. The parties hereto acknowledge and agree that: (i) this Amendment and any other document or instrument executed and delivered in connection herewith do not constitute a novation or termination of the Obligations as in effect prior to the Twenty-Fourth Amendment Execution Date; (ii) the Obligations are in all respects continuing with only the terms thereof being modified to the extent provided in this Amendment; and (iii) the guarantees and the Liens and security interests as granted or purported to be granted under or pursuant to the Credit Agreement and the Loan Documents securing payment of the Obligations are in all such respects continuing in full force and effect and secure the payment of the Obligations as provided therein.
This Amendment shall constitute a “Loan Document” for all purposes under the Amended Credit Agreement and the Loan Documents.
Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all of which counterparts together shall constitute but one agreement. Delivery by facsimile or electronic transmission of a portable document file (also known as a .pdf file) of an executed counterpart signature page shall be
effective as a manually executed counterpart signature hereof.
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Lenders, the parties hereto and their respective successors and assigns.
Governing Law; Miscellaneous. This Amendment, and the rights and obligations of the parties under this Amendment, shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. The provisions of Sections 10.14 and 10.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply with like effect to this Amendment as if fully set forth herein.
Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of this page intentionally left blank.]

4934-6409-7668.4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first written above.

BORROWER:	CL MEDIA HOLDINGS LLC
	By: Matthew Drinkwater<br><br>Chief Executive Officer

[Signature Page to Twenty-Fourth Amendment to Credit Agreement]

Parent:	BRIGHT MOUNTAIN MEDIA, INC.<br><br><br><br>By: Matthew Drinkwater<br><br>Chief Executive Officer
GUARANTORS:	BRIGHT MOUNTAIN, LLC
	MEDIAHOUSE, INC.
	DEEP FOCUS AGENCY LLC
	BV INSIGHTS LLC<br><br><br><br>By: Matthew Drinkwater<br><br>Chief Executive Officer

[Signature Page to Twenty-Fourth Amendment to Credit Agreement]

ADMINISTRATIVE AGENT & COLLATERAL AGENT:	CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P.,<br>as Administrative Agent and Collateral Agent<br><br><br><br>By: Upacala Mapatuna<br><br>Managing Director

[Signature Page to Twenty-Fourth Amendment to Credit Agreement]

LENDERS:

CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P. By: Upacala Mapatuna Managing Director CENTRE LANE PARTNERS MASTER CREDIT FUND II‑A, L.P. By: Upacala Mapatuna Managing Director CENTRE LANE CREDIT PARTNERS II‑B, LP By: Upacala Mapatuna Managing Director BV AGENCY, LLC By: Upacala Mapatuna Authorized Signatory

[Signature Page to Twenty-Fourth Amendment to Credit Agreement]

Annex A

(See attached)

EX-10.49

EXHIBIT 10.49

Annex A to Twenty-Fourth Amendment

Amended and Restated Senior Secured Credit Agreement

Dated as of June 5, 2020

Among

CL Media Holdings LLC, as Borrower,

The Lenders Party Hereto,

and

Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent

Table of Contents

Section Heading Page

Article I Definitions and Accounting Terms		1
Section 1.01.	Defined Terms	1
Section 1.02.	Other Interpretive Provisions	36
Section 1.03.	Accounting Terms	37
Section 1.04.	Rounding	37
Section 1.05.	References to Agreements, Laws, Etc.	38
Section 1.06.	Times of Day	38
Section 1.07.	Timing of Payment or Performance	38
Section 1.08.	Currency Equivalents Generally	38
Article II The Commitments and Credit Extensions		38
Section 2.01.	The Loans	38
Section 2.02. [Reserved]		42
Section 2.03.	Prepayments	42
Section 2.04.	Repayment of Loans	44
Section 2.05.	Interest	45
Section 2.06.	Fees	46
Section 2.07.	Computation of Interest and Fees	46
Section 2.08.	Evidence of Indebtedness	47
Section 2.09.	Payments Generally	47
Section 2.10.	Sharing of Payments	49
Section 2.11. [Reserved]		49
Section 2.12.	Removal or Replacement of a Lender	50
Article III Taxes, Increased Costs Protection and Illegality		50
Section 3.01.	Taxes	50
Section 3.02.	Illegality	54
Section 3.03.	Increased Cost and Reduced Return; Capital Adequacy	55
Section 3.04.	Matters Applicable to All Requests for Compensation	55
Section 3.05.	Survival	56
Article IV Conditions Precedent		56
Section 4.01.	Conditions to the Effective Date	56
Article V Representations and Warranties		59
Section 5.01.	Existence, Qualification and Power; Compliance with Laws	59
Section 5.02.	Authorization; No Contravention	59
Section 5.03.	Governmental Authorization; Other Consents	59
Section 5.04.	Binding Effect	60
Section 5.05. No Material Adverse Effect		60

-i-

Section 5.06.	Litigation	60
Section 5.07.	Ownership of Property; Liens	60
Section 5.08.	Perfection of Security Interests	61
Section 5.09.	Reserved	61
Section 5.10.	Taxes	61
Section 5.11.	Compliance with ERISA	61
Section 5.12.	Labor Matters	62
Section 5.13.	Insurance	62
Section 5.14.	Subsidiaries; Equity Interests	62
Section 5.15.	Margin Regulations; Investment Company Act; PATRIOT Act	62
Section 5.16.	Disclosure	63
Section 5.17.	Intellectual Property	63
Section 5.18. Solvency		64
Section 5.19.	Material Agreements	64
Section 5.20. Big Village Transactions		64
Article VI Affirmative Covenants		65
Section 6.01.	Financial Statements	65
Section 6.02.	Certificates; Reports; Other Information	66
Section 6.03.	Notice Requirements; Other Information	67
Section 6.04.	Environmental Matters	69
Section 6.05.	Maintenance of Existence	70
Section 6.06.	Maintenance of Properties	71
Section 6.07.	Maintenance of Insurance	71
Section 6.08.	Compliance with Laws	71
Section 6.09.	Books and Records	71
Section 6.10.	Inspection Rights/Lender Meetings	71
Section 6.11.	Covenant to Guaranty Obligations and Give Security	72
Section 6.12.	Use of Proceeds	74
Section 6.13.	Further Assurances	74
Section 6.14.	Taxes	75
Section 6.15.	End of Fiscal Years; Fiscal Quarters	75
Section 6.16.	ERISA	75
Section 6.17.	SBA PPP Loan	76
Section 6.18.	Post-Closing Obligations	76
Article VII Negative Covenants		77
Section 7.01.	Liens	77
Section 7.02.	Investments	79
Section 7.03.	Indebtedness	81
Section 7.04.	Fundamental Changes	82
Section 7.05.	Dispositions	83
Section 7.06.	Restricted Payments	83
Section 7.07.	Change in Nature of Business	84

-ii-

Section 7.08.	Transactions with Affiliates	84
Section 7.09.	Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness; Payments of Interest on Convertible Notes and Indebtedness	84
Section 7.10.	Negative Pledge	85
Section 7.11.	Amendments to Certain Documents	85
Section 7.12.	Sale Leasebacks	85
Section 7.13. [Reserved]		85
Section 7.14.	Accounting Changes	85
Section 7.15.	OFAC	86
Article VIII Events of Default and Remedies		86
Section 8.01.	Events of Default	86
Section 8.02.	Remedies Upon Event of Default	89
Section 8.03.	Application of Funds	91
Article IX Administrative Agent and Other Agents		92
Section 9.01.	Appointment and Authorization of Agents	92
Section 9.02.	Delegation of Duties	93
Section 9.03.	Liability of Agents	93
Section 9.04.	Reliance by Agents	94
Section 9.05.	Notice of Default	94
Section 9.06.	Credit Decision; Disclosure of Information by Agents	94
Section 9.07.	Indemnification of Agents	95
Section 9.08.	Agents in their Individual Capacities	96
Section 9.09.	Successor Agents	96
Section 9.10.	Administrative Agent May File Proofs of Claim	97
Section 9.11.	Release of Collateral and Guaranty	97
Article X Miscellaneous		99
Section 10.01.	Amendments, Etc.	99
Section 10.02.	Notices and Other Communications	101
Section 10.03.	No Waiver; Cumulative Remedies	103
Section 10.04.	Costs and Expenses	103
Section 10.05.	Indemnification by Borrower	103
Section 10.06.	Payments Set Aside	105
Section 10.07.	Successors and Assigns	105
Section 10.08.	Confidentiality	108
Section 10.09.	Setoff	109
Section 10.11.	Integration	110
Section 10.12.	Survival of Representations and Warranties	110
Section 10.13.	Severability	110
Section 10.14.	Governing Law	110
Section 10.15.	Waiver of Right To Trial By Jury	111
Section 10.16.	Binding Effect	111

-iii-

Section 10.17.	Lender Action	111
Section 10.18.	PATRIOT Act	111
Section 10.19.	No Advisory or Fiduciary Responsibility	111
Section 10.20.	No Novation	112
Section 10.21. OID Legend		112

Annexes

Annex A — Benchmark Replacement Provisions

Schedules

Schedule 1 — Guarantors

Schedule 2.01(a) — Commitments

Schedule 5.02 — Authorizations; No Contravention

Schedule 5.03 — Governmental Authorization; Other Consents

Schedule 5.07(b) — Real Property

Schedule 5.08 — Collateral Filings and Perfection Matters

Schedule 5.10 — Taxes

Schedule 5.14 — Subsidiaries and Other Equity Investments

Schedule 5.17 — Intellectual Property

Schedule 5.19 — Material Agreements

Schedule 7.01(b) — Existing Liens

Schedule 7.02(e) — Existing Investments

Schedule 7.03(b) — Surviving Indebtedness

Schedule 7.12 — Existing Sale Leasebacks

Schedule 10.02 — Administrative Agent’s Office, Certain Addresses for Notices

Exhibits

Exhibit A — Form of Prepayment Notice

Exhibit B — Form of Note

Exhibit C — [Reserved]

Exhibit D — Form of Assignment and Assumption

Exhibit E — Form of Guaranty

Exhibit F — Form of Security Agreement

Exhibit G — Form of Securities Pledge Agreement

Exhibit H — Form of Intellectual Property Security Agreement

Exhibit I — Form of Solvency Certificate

-iv-

Amended and Restated Senior Secured Credit Agreement

This Amended and Restated Senior Secured Credit Agreement (this “Agreement”) is entered into as of June 5, 2020 among CL Media Holdings LLC, a Delaware limited liability company (“Borrower”), each financial institution from time to time party hereto as lender (each, a “Lender” and collectively, the “Lenders”), and Centre Lane Partners Master Credit Fund II, L.P., as administrative agent for the Lenders (in such capacity, and together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, and together with its successors and assigns, the “Collateral Agent”).

Recitals

Whereas, Borrower, the Lenders and the Administrative Agent have previously entered into that certain Senior Secured Credit Agreement, dated as of January 31, 2019 (as amended prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Lenders extended certain term loans to the Borrower under the terms of the Existing Credit Agreement;

Whereas, Borrower, the Lenders and the Administrative Agent desire to continue certain outstanding term loans and to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein;

Whereas, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Article I hereof;

Whereas, Borrower has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a Lien on substantially all of its assets, including a first priority pledge of all of the Equity Interests of each of its Subsidiaries; and

WHEREAS, the Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a Lien on substantially all of their respective assets, including a first priority pledge of all of the Equity Interests of each of their respective Subsidiaries (including Borrower).

Now, Therefore, in consideration of the premises and the mutual covenants and agreements herein contained and of the Loans and extensions of credit herein provided, the parties hereto agree as follows:

Article I

Definitions and Accounting Terms TC "Article I Definitions and Accounting Terms" \f C \l "1"

Section 1.01. Defined Terms TC "Section 1.01. Defined Terms" \f C \l "2" . As used in this Agreement, the following terms shall have the meanings set forth below:

“2021 Preferred Stock” has the meaning set forth in the preliminary statements to the First Amendment.

“2021 Preferred Stock Issuance” has the meaning set forth in the preliminary statements to the First Amendment.

“2021 Loans” means, collectively, the 2021 Term Loans, 2021 Additional Term Loans, 2021 New Term Loans, the 2021 October New Term Loans, the Sixth Amendment Term Loans, the Seventh Amendment Term Loans and the Eighth Amendment Term Loans.

“2021 Additional Term Loans” has the meaning set forth in the preliminary statements of the Third Amendment.

“2021 Additional Term Loan Commitments” has the meaning set forth in the preliminary statements of the Third Amendment.

“2021 October New Term Loans” has the meaning set forth in the preliminary statements of the Fifth Amendment.

“2021 October New Term Loan Commitments” has the meaning set forth in the preliminary statements of the Fifth Amendment.

“2021 New Term Loans” has the meaning set forth in the preliminary statements of the Fourth Amendment.

“2021 New Term Loan Commitments” has the meaning set forth in the preliminary statements of the Fourth Amendment.

“2021 Term Loans” has the meaning set forth in the preliminary statements of the Second Amendment.

“2021 Term Loan Commitments” has the meaning set forth in the preliminary statements of the Second Amendment.

“Acceptable Preferred Stock Issuance Terms” means the required terms of the 2021 Preferred Stock Issuance as set forth below:

(i) Parent shall receive consideration in the form of cash to be paid on the closing date of the 2021 Preferred Stock Issuance in an aggregate amount not less than $6,000,000;

(ii) the 2021 Preferred Stock, or any instrument in respect thereof, shall not provide for the payment of cash dividends in excess of 10.00%, which may not be paid more frequently than once per Fiscal Quarter;

-2-

(iii) the 2021 Preferred Stock shall be convertible to common equity of the Parent at $0.75 per share;

(iv) the form and substance of the principal documentation for the 2021 Preferred Stock Issuance shall be acceptable to the Administrative Agent in its sole discretion; and

(v) the proceeds from the 2021 Preferred Stock Issuance shall be used solely for liquidity and working capital purposes of the Loan Parties.

“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).

“Acquisition” means any acquisition (other than the Big Village Acquisition) by Borrower or any of the Guarantors, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person.

“Administrative Agent” has the meaning specified in the first paragraph of this Agreement or any successor administrative agent appointed in accordance with Section 9.09.

“Administrative Agent’s Office” means, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify Borrower and the Lenders.

“Affiliate” means, in respect of any Person:

(a) any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person; and for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “under common control with”) means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of voting Equity Interests or by contract or otherwise; or

(b) any Person, 10% or more of any class of shares (or in the case of a Person that is not a corporation, 10% or more of the partnership or other Equity Interests) of which is beneficially owned or held by such Person or a Subsidiary of such Person.

“Agent‑Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, partners, agents and attorneys‑in‑fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

-3-

“Aggregate Commitments” means the Commitments of all the Lenders as in effect from time to time. As of the Twenty-Fourth Amendment Execution Date, the amount of the Aggregate Commitments is the sum of the principal outstanding on the Loans.

“Agreement” has the meaning specified in the introductory paragraph hereto.

“Applicable Lending Office” means for any Lender, such Lender’s office, branch or affiliate as notified to the Administrative Agent and Borrower or as otherwise specified in the Assignment and Assumption pursuant to which such Lender became a party hereto, any of which offices may, subject to Section 3.02 and Section 3.03(d), be changed by such Lender upon ten (10) days’ prior written notice to the Administrative Agent and Borrower; provided that for the purposes of the definition of “Excluded Taxes” and Section 3.01, any such change shall be deemed an assignment made pursuant to an Assignment and Assumption.

“Applicable Rate” means, with respect to the principal amount of any SOFR Loan, 5%.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D.

“Attorney Costs” means and includes all reasonable and documented fees, out‑of‑pocket expenses and actual disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, at any date, without duplication, (a) in respect of any Capital Lease Obligation (other than a lease resulting from a Sale Leaseback) of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation of any Person, the capitalized or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement were accounted for as a Capital Lease, (c) in respect of any Sale Leaseback, the lesser of (i) the present value, discounted in accordance with GAAP at the interest rate implicit in the related lease, of the obligations of the lessee for net rental payments over the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor be extended) and (ii) the fair market value of the assets subject to such transaction, and (d) all Synthetic Debt of such Person.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware.

-4-

“Big Village Acquisition” has the meaning set forth in the preliminary statements of the Seventeenth Amendment.

“Big Village Chapter 11 Cases” means, collectively, the jointly administered cases of the Big Village Chapter 11 Debtors pending before the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, and styled In re Big Village Holding LLC, et al. (Case No. 23-10174).

“Big Village Chapter 11 Debtors” means, collectively, Big Village Holding LLC, Big Village Group Holdings LLC, Big Village Group Inc., Big Village Insights, Inc., Big Village Media LLC, EMX Digital, Inc., Big Village USA Corporation, Inc., Big Village Agency, LLC, Balihoo, Inc., Deep Focus, Inc., and Trailer Park Holdings Inc.

“Big Village Chapter 11 Deposit” means that certain good faith cash deposit made by Parent in accordance with the Big Village Chapter 11 Procedures Order, in an amount equal to One Million Nine Hundred Eighty-Seven Thousand Four Hundred Dollars ($1,987,400).

“Big Village Chapter 11 Procedures Order” means that certain ORDER (A) SCHEDULING A HEARING ON THE APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL ENCUMBRANCES OTHER THAN ASSUMED LIABILITIES AND PERMITTED ENCUMBRANCES, AND THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, (B) APPROVING CERTAIN BID PROCEDURES, BID PROTECTIONS, AND ASSUMPTION AND ASSIGNMENT PROCEDURES, AND THE FORM AND MANNER OF NOTICE THEREOF, AND (C) GRANTING RELATED RELIEF, entered at Docket No. 129, by the Bankruptcy Court in the Big Village Chapter 11 Bankruptcy Cases.

“Big Village Chapter 11 Sale Documents” means, collectively, (a) the Big Village Chapter 11 Sale Order and (b) all exhibits, documents, supplements, attachments and agreements related thereto.

“Big Village Chapter 11 Sale Order” means the ORDER (I) APPROVING APA, (II) AUTHORIZING THE SALE OF CERTAIN OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL ENCUMBRANCES OTHER ASSUMED LIABILITIES AND PERMITTED ENCUMBRANCES, (III) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (IV) GRANTING RELATED RELIEF entered by the Bankruptcy Court in the Big Village Chapter 11 Bankruptcy Cases, approving the Bidding Procedures (as defined in the Big Village Chapter 11 Procedures Order) for the sale of the Acquired Assets (as defined in the Big Village Acquisition Agreement).

“Big Village Formation” has the meaning set forth in the preliminary statements of the Seventeenth Amendment.

“Big Village Purchase Agreement” has the meaning set forth in the preliminary statements of the Seventeenth Amendment.

-5-

“Big Village Purchase Documents” means, collectively, the Big Village Purchase Agreement, the Big Village Transition Services Agreement and all material agreements, instruments and documents executed or delivered in connection therewith.

“Big Village Transactions” has the meaning set forth in the preliminary statements of the Seventeenth Amendment.

“Big Village Transition Services Agreement” means that certain Transition Services Agreement, dated as of the Seventeenth Amendment Effective Date, between Parent (or its designee) and Big Village Transition Services Provider.

“Big Village Transition Services Provider” has the meaning specified in the Big Village Purchase Agreement.

“Big Village Transition Services Provider Agreement” shall mean the Letter re: Transition Services Performance; Remittance of Buyer Funds, dated as of the Seventeenth Amendment Effective Date, by and among Parent (or its designee), Big Village Transition Services Provider and the Administrative Agent.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrowing” means a borrowing consisting of Loans made by the Lenders pursuant to Section 2.01.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close under the Laws of, or are in fact closed in, the State of New York.

“Capital Expenditures” means, for any period and with respect to any Person, any and all expenditures made by such Person or any of its Subsidiaries in such period for assets added to or reflected in its property, plant and equipment accounts or other similar capital asset accounts or comparable items or any other capital expenditures that are, or should be, set forth as “additions to plant, property and equipment” on the consolidated financial statements of such Person and its Subsidiaries prepared in accordance with GAAP, whether such asset is purchased for cash or financed as an account payable or by the incurrence of Indebtedness, accrued as a liability or otherwise.

“Capital Lease” means, with respect to any Person, any leasing or similar arrangement conveying the right to use any personal property by that Person as lessee that, in conformity with GAAP, is required to be accounted for as a capital lease on the balance sheet of such Person; provided that with respect to leases that are accounted for by any Person as operating leases as of the Effective Date or are entered into after the Effective Date, and would have been accounted for as operating leases if such lease had been in effect on the Effective Date such leases may, in the sole discretion of Parent, be accounted for as operating leases and not as Capital Leases.

-6-

“Capital Lease Obligation” means, with respect to any Person, all monetary or financial obligations of such Person and its Subsidiaries under any Capital Leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP and the stated maturity thereof shall be the date of the last payment of any amount due under such lease prior to the first date on which such lease may be terminated by the lessee without payment of a penalty; provided that any obligations that were not required to be included on the balance sheet of such Person as capital lease obligations when incurred but are subsequently re‑characterized as capital lease obligations due to a change in accounting rules after the Closing Date shall for all purposes hereunder not be treated as a Capital Lease Obligation.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act and applicable rules and regulations, as amended from time to time. For the avoidance of doubt, references to specific sections of the CARES Act shall also include applicable rules and regulations, as amended from time to time.

“CARES Allowable Uses” means “allowable uses” of proceeds of an SBA PPP Loan as described in Section 1102 of the CARES Act.

“Cash Equivalents” means any of the following, to the extent owned by the Loan Parties free and clear of all Liens, other than Liens that are Permitted Liens under Sections 7.01(a) or (j), and having a maturity of not greater than 365 days from the date of acquisition thereof: (a) readily marketable direct obligations of the government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the government of the United States, (b) insured certificates of deposit of or time deposits with any domestic commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than thirty (30) days, with respect to securities issued or fully guaranteed or insured by the government of the United States, (d) securities with maturities of 365 days or less from the date of acquisition that are issued or fully guaranteed by any state, district or territory of the United States, by any political subdivision or taxing authority of any such state, district or territory or by any foreign government, the securities of which state, district or territory, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (e) securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition, (f) money market mutual or similar funds that invest substantially all of their assets in one or more type of securities satisfying the requirements of clauses (a) through (e) of this definition, or (g) Investments, classified in accordance with GAAP as current assets of the Loan Parties, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions having capital of at least $500,000,000, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a) and (b) of this definition.

“Casualty Event” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements.

-7-

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change in Law” means (a) the adoption of any law, treaty, order, policy, rule or regulation after the date of this Agreement, (b) any change in any law, treaty, order, policy, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any guideline, request or directive issued or made after the date hereof by any central bank or other Governmental Authority (whether or not having the force of law); provided that notwithstanding anything herein to the contrary, (x) the Dodd‑Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means (i) any Person or “group” (within the meaning of Rules 13d 3 and 13d 5 under the Exchange Act), (a) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of Parent or (b) shall have obtained the power (whether or not exercised) to elect at least a majority of all of the members of the board of directors (or similar governing body) of Parent; (ii) at least a majority of all of the seats (other than vacant seats) on the board of directors (or similar governing body) of Parent cease to be occupied by Persons who either (a) were members of the board of directors of Parent on the Twentieth Amendment Effective Date or nominated by a shareholder or group of shareholders having a right to nominate or appoint a member of the board of directors of Parent based on agreements between such shareholder or group of shareholders and Parent in effect on the Effective Date, or (b) were nominated for election by the board of directors of Parent, a majority of whom were directors on the Twentieth Amendment Effective Date or whose election or nomination for election was previously approved by a majority of such directors; (iii) except as otherwise permitted in this Agreement, Parent ceases to beneficially own and control, directly or indirectly, 100% on a fully diluted basis of the economic and voting interests in the Equity Interests of each other Loan Party (other than Borrower); (iv) Parent ceases to beneficially own and control, directly or indirectly, 100% on a fully diluted basis of the economic and voting interests in the Equity Interests of Borrower; (v) if Matthew Drinkwater shall cease to perform his role as Chief Executive Officer of the Borrower and the Borrower shall fail to hire a replacement Chief Executive Officer with technical expertise, experience and management skills, in the opinion of the Administrative Agent and the Required Lenders, necessary for the successful management of the Borrower; or (vi) other than as permitted pursuant to Section 7.04 hereof, any merger, consolidation or sale of substantially all of the property or assets of any Loan Party.

“CL Media Acquisition Agreement” means that certain Membership Interest Purchase Agreement, dated as of the Effective Date, by Parent, as buyer, Borrower, as company, and Centre

-8-

Lane Partners Master Credit Fund II, L.P., as member, together with all exhibits and schedules thereto, as the same may be amended, supplemented or modified from time to time.

“Closing Date” means January 31, 2019.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all the “Collateral” as defined in any Collateral Document and all other property or assets that are required under the terms of the Loan Documents to be subject to Liens in favor of the Administrative Agent and/or the Collateral Agent for the benefit of the Secured Parties and shall include the Mortgaged Properties, if any.

“Collateral Agent” has the meaning specified in the first paragraph of this Agreement or any successor collateral agent appointed in accordance with Section 9.09.

“Collateral and Guaranty Requirement” means, at any time, the requirement that:

(a) the Collateral Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01 of the Existing Credit Agreement, or pursuant to Section 6.11 or Section 6.13 at such time, in each case duly executed by each Loan Party party thereto;

(b) all Obligations shall have been unconditionally guaranteed (the “Guaranty”) jointly and severally on a senior basis by Parent and each Subsidiary of Parent (other than Borrower), including, as of the Effective Date, those that are listed on Schedule 1 hereto (each, a “Guarantor”);

(c) the Obligations and the Guaranty shall have been secured by a first priority security interest in all the Equity Interests of the Loan Parties (other than Parent) and the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

(d) the Obligations and the Guaranty shall have been secured by a first‑priority security interest in all Indebtedness of any Loan Party that is owing to any other Loan Party, which shall be evidenced by a promissory note or an instrument and shall have been pledged pursuant to the applicable Collateral Document, and the Collateral Agent shall have received all such promissory notes or certificated instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank;

(e) except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guaranty shall have been secured by a perfected first priority security interest (subject to Liens permitted under Section 7.01) in, and mortgages on, substantially all tangible and intangible assets of the Loan Parties (including but not limited to accounts receivable, deposit accounts, inventory, machinery and equipment, investment property, cash, Intellectual Property, other general intangibles, owned real

-9-

property, intercompany Indebtedness and proceeds of the foregoing); provided, however, that (v) [reserved], (w) [reserved], (x) subject to Section 6.13, no security interests shall be required in assets (including in respect of interests in partnerships, joint ventures and other non‑Wholly‑owned entities) to the extent (and for the duration) that the granting of a security interest in such asset would be prohibited by applicable law or agreements containing enforceable anti‑assignment clauses not overridden by the Uniform Commercial Code or other applicable law shall be required; provided that such asset shall no longer be an Excluded Property immediately at such time the grant of a security interest therein shall no longer be prohibited by applicable law, (y) any security interest in Intellectual Property shall exclude any intent‑to‑use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent‑to‑use trademark application under applicable federal law and (z) no security interest shall be required in property subject to Liens described in Section 7.01(h) to the extent (and for the duration) that the granting of a security interest in such asset would be prohibited under the agreement evidencing or otherwise governing the related Indebtedness and not overridden by the Uniform Commercial Code or other applicable law; provided that such assets shall no longer be an Excluded Property immediately at such time as the contractual prohibition, or consent right, shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such assets that is not subject to such prohibition or consent right (the assets described in the foregoing clauses (v) through (z), collectively, “Excluded Property”).

(f) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(g) the Collateral Agent shall have received the Mortgages with respect to each Material Real Property required to be delivered pursuant to this Collateral and Guaranty Requirement, or pursuant to Section 6.11 at such time as set forth in such section (the “Mortgaged Properties”), together with:

(i) evidence that counterparts of the Mortgages with respect to the Mortgaged Properties have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices as necessary to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Liens of the nature referred to in Section 5.07(b)) along with evidence reasonably satisfactory to the Collateral Agent that all filing and recording taxes and fees payable with respect to the Mortgages have been paid or received by the issuer of the Mortgage Policies (or, in the event that the Collateral Agent waives a Mortgage Policy for any Mortgaged Property, an escrow agent reasonably satisfactory to the Collateral Agent);

(ii) fully paid American Land Title Association Lender’s Extended Coverage (or other reasonably satisfactory coverage if such coverage is not

-10-

available in the applicable jurisdiction) title insurance policies (the “Mortgage Policies”) in form and substance reasonably satisfactory to the Collateral Agent, together with such endorsements that are reasonably required by the Collateral Agent and which lenders typically receive in the jurisdiction where the Mortgaged Property is located, in an amount reasonably acceptable to the Collateral Agent, issued by title insurers reasonably acceptable to the Collateral Agent, in a customary form in the jurisdiction where the Mortgaged Property is located (provided that if a survey is not available pursuant to paragraph (iii) below, such Mortgage Policies may include the standard survey exception and the Collateral Agent shall not require any endorsement that will require delivery of a survey), and insuring the Mortgages to be valid first and subsisting Liens on the real property described therein except Liens of the nature referred to in Section 5.07(b);

(iii) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, dated no more than ninety (90) days before the date of delivery of such surveys (or such date as the Collateral Agent agrees in its reasonable discretion), certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the States in which the real property described in such surveys is located, showing no Liens except Liens of the nature referred to in Section 5.07(b) and otherwise reasonably acceptable to the Collateral Agent;

(iv) satisfactory evidence of insurance required to be maintained pursuant to Section 6.07, or otherwise required by the terms of the Mortgages, in respect of Mortgaged Properties;

(v) favorable opinions of local counsel for the Loan Parties (i) in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent and (ii) in states in which the Loan Parties to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the granting of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent;

(vi) (A) evidence as to whether each Material Real Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Collateral Agent, and (B) if such Material Real Property is a Flood Hazard Property, (1) evidence as to whether the community in which such Material Real Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Collateral Agent as to the fact that such Material Real Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of the

-11-

applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Collateral Agent and naming the Collateral Agent as sole loss payee on behalf of the Secured Parties; and

(vii) such consents and agreements of other third parties, such estoppel letters and other confirmations, and such other actions that, in each case, the Administrative Agent and the Collateral Agent may reasonably deem necessary in order to create valid and subsisting Liens on the property described in the Mortgages shall have been delivered or taken, in each case to the extent the same can be obtained or taken with the use of commercially reasonable efforts.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the delivery of particular documents with respect to, particular assets if and for so long as the Collateral Agent and Borrower mutually agree in their reasonable discretion that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in relation to the benefits to be obtained by the Lenders therefrom.

The Collateral Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the time as set forth therein for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in its discretion, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

“Collateral Documents” means, collectively, the Security Agreement, the Securities Pledge Agreement, the Intellectual Property Security Agreement, the Mortgages, the Control Agreements, any collateral assignments, any security agreements, pledge agreements or other similar agreements, or any supplements to any of the foregoing, delivered to the Collateral Agent and the Lenders pursuant to the Collateral and Guaranty Requirement, Sections 4.01(c) and (d), Section 6.11, or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guaranty in favor of the Collateral Agent for the benefit of the Secured Parties.

“Collateral Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Loan Party.

“Commitment” means, with respect to any Lender, such Lender’s Initial Commitment, 2021 Term Loan Commitment, 2021 Additional Term Loan Commitment, 2021 New Term Loan Commitment, 2021 October New Term Loan Commitment, Sixth Amendment Term Loan Commitment, Seventh Amendment Term Loan Commitment, Eighth Amendment Term Loan Commitment, Ninth Amendment Term Loan Commitment, Tenth Amendment Term Loan Commitment, Eleventh Amendment Term Loan Commitment, Twelfth Amendment Term Loan Commitment, Thirteenth Amendment Term Loan Commitment, Fourteenth Amendment Term

-12-

Loan Commitment, Fifteenth Amendment Term Loan Commitment, Sixteenth Amendment Term Loan Commitment, Seventeenth Amendment Term Loan Commitment or the Twenty-First Amendment Term Loan Commitment, as the context may require.

“Communications” has the meaning specified in Section 10.02(e).

“Compensation Period” has the meaning specified in Section 2.09(c)(ii).

“Control Agreement” has the meaning set forth in the Security Agreement.

“Contract Rate” means, for purposes of any calculation with respect to a SOFR Loan, the rate per annum equal to the sum of (a) Term SOFR for such calculation plus (b) the Applicable Rate.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Credit Extension” means a Borrowing.

“Debt Equivalents” means, in respect of any Person, (i) any Equity Interest of such Person which by its terms (or by the terms of any security for which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event or otherwise (including an event which would constitute a Change of Control), (A) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund or otherwise, (B) is convertible into or exchangeable for Indebtedness or Debt Equivalents, or (C) is redeemable or subject to any repurchase requirement arising at the option of the holder thereof, in whole or in part, on or prior to the first anniversary following the Third Out Maturity Date, (ii) if such Person is a Subsidiary of Parent, any preferred stock of such Person which by its terms is mandatorily redeemable or redeemable at the option of the holder prior to the date which is one hundred eighty (180) days after the applicable maturity date and (iii) any Disqualified Equity Interests of such Person.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, fraudulent transfer, reorganization, or similar debtor relief Laws of the United States or any similar foreign, federal or state law for the relief of debtors from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means, with respect to any Obligation, an interest rate equal to the interest rate otherwise applicable to such Obligation plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

-13-

“Deposit Account” means any deposit account (as such term is defined in the UCC as adopted and in effect in the State of New York), including without limitation, a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Disposition” or “Dispose” means a sale, lease or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer, license or other disposition to, or any exchange of property with, any Person (other than to or with a Loan Party), in one transaction or a series of transactions, of all or any part of any Loan Party’s businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Equity Interests of any of Loan Party, other than inventory sold or leased in the ordinary course of business. For purposes of clarification, “Disposition” shall include (x) the sale or other disposition for value of any contracts or (y) the early termination or modification of any contract resulting in the receipt by any Loan Party of a cash payment or other consideration in exchange for such event (other than payments in the ordinary course for accrued and unpaid amounts due through the date of termination or modification).

“Disqualified Equity Interests” means, with respect to any Person, any Equity Interest of such Person which, by its terms, or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable, or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety‑one (91) days after the Third Out Maturity Date; provided that, if such Equity Interests are issued pursuant to a plan for the benefit of employees of any Loan Party or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by any Loan Party in order to satisfy applicable statutory or regulatory obligations.

“Dollars” means lawful money of the United States.

“Effective Date” means the date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Eighteenth Amendment” means the Eighteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 30, 2023, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Eighteenth Amendment Effective Date” has the meaning set forth in Section 4 of the Eighteenth Amendment.

-14-

“Eighth Amendment” means the Eighth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of January 26, 2022, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Eighth Amendment Effective Date” has the meaning set forth in Section 4 of the Eighth Amendment.

“Eighth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Eighth Amendment.

“Eighth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Eighth Amendment.

“Eleventh Amendment” means the Eleventh Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 25, 2022, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Eleventh Amendment Effective Date” has the meaning set forth in Section 4 of the Eleventh Amendment.

“Eleventh Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Eleventh Amendment.

“Eleventh Amendment Term Loans” has the meaning set forth in the preliminary statements of the Eleventh Amendment.

“Eligible Assignee” means (a) any Lender, (b) any Approved Fund of any Lender, (c) any Affiliate of any Lender and (d) any other Person that is a commercial bank, insurance company, finance company, financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act); provided that in any event, “Eligible Assignee” shall not include any natural person.

“Environmental Action” means any action, suit, demand, demand letter, claim, notice of non‑compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to health and safety as it relates to any Hazardous Material or the environment, including, without limitation, (a) by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages relating to Releases of Hazardous Materials or actual or alleged violations of Environmental Laws and (b) by any Governmental Authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Laws” means any and all federal, provincial, local and foreign statutes, laws, regulations, ordinances, rules, decrees or other governmental restrictions of legal effect relating to the environment, to the release of any Hazardous Materials into the environment or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling

-15-

of Hazardous Materials but only to the extent such Environmental Laws are legally applicable to any Loan Party pursuant to any Environmental Law.

“Environmental Liability” means, in respect of any Person, any and all legal obligations and liabilities under Environmental Laws for any Release caused by such Person or which is discovered or uncovered during the ownership or control of any real property by such Person and which adversely impacts any Person, property or the environment whether or not caused by a breach of applicable laws (including Environmental Laws).

“Environmental Permit” means any permit, approval, hazardous waste identification number, license or other authorization issued by or submitted to a Governmental Authority required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock or membership interests of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock, membership interests of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock or membership interests of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, membership interests, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Issuance” means, any issuance by any Loan Party or any Subsidiary of a Loan Party of its Equity Interests to any Person, other than Equity Interests issued (i) pursuant to any employee stock or stock option compensation plan or (ii) by any Subsidiary to Borrower or any other Guarantor Subsidiary to the extent permitted by Section 7.02.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and Treasury regulations promulgated and rulings issued thereunder.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations at any facility of any Loan Party as described in Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party from a Multiemployer Plan, notification of any Loan Party concerning the imposition of withdrawal liability or notification that a Multiemployer Plan is insolvent or is in reorganization within the meaning of Title IV of ERISA (or that is in endangered or critical status, within the meaning of Section 305 of ERISA); (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of

-16-

ERISA, upon any Loan Party; (g) a determination that any Pension Plan is, or is expected to be, in “at‑risk” status (within the meaning of Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); or (h) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Pension Plan.

“Event of Default” has the meaning specified in Section 8.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 12:00 noon (New York, New York time) on such day on the Reuters Fedspot page for such currency; in the event that such rate does not appear on any Reuters page, the Exchange Rate shall be determined by the Administrative Agent to be the rate quoted by it at the spot rate for Dollars purchased with Euros through its principal foreign exchange trading office at approximately 12:00 noon (New York, New York time) on the date as of which the foreign computation is made.

“Excluded Property” has the meaning specified in the definition of “Collateral and Guaranty Requirement.”

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Foreign Lender withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(g) and (d) any withholding Taxes imposed under FATCA.

“Facility” means the facility provided under this Agreement.

“Fast Pay Indebtedness” means the Indebtedness of Borrower owing to Fast Pay Partners LLC, a Delaware limited liability company and FPP Sandbox LLC, a Delaware limited liability company, pursuant to certain financing documents in effect prior to the Effective Date.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant

-17-

to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of such sections of the Code.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fifteenth Amendment” means the Fifteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of July 8, 2022, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Fifteenth Amendment Effective Date” has the meaning set forth in Section 4 of the Fifteenth Amendment.

“Fifteenth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Fifteenth Amendment.

“Fifteenth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Fifteenth Amendment.

“Fifth Amendment” means the Fifth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of October 8, 2021, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Fifth Amendment Effective Date” has the meaning set forth in Section 4 of the Fifth Amendment.

“First Amendment” means the First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of April 26, 2021, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“First Amendment Effective Date” has the meaning set forth in Section 5 of the First Amendment.

“First Out Loans” means, collectively, Ninth Amendment Term Loans, Tenth Amendment Term Loans, Eleventh Amendment Term Loans, Twelfth Amendment Term Loans, Thirteenth Amendment Term Loans, Fourteenth Amendment Term Loans, Fifteenth Amendment Term Loans and Sixteenth Amendment Term Loans.

-18-

“First Out Loan Cash Pay Rate” means the rate per annum equal to the sum of (i) Term SOFR plus (ii) 2%.

“First Out Maturity Date” means December 20, 2026.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of the Loan Parties, as applicable, ending on December 31 of each calendar year.

“Flood Hazard Property” has the meaning specified in clause (g)(vi) of the definition of “Collateral and Guaranty Requirement.”

“Floor” means the rate per annum equal to 5%.

“Foreign Lender” means (a) if Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if Borrower is not a U.S. Person, a Lender that is a resident or organized under the laws of a jurisdiction other than that in which Borrower is a resident for tax purposes.

“Fourteenth Amendment” means the Fourteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 10, 2022, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Fourteenth Amendment Effective Date” has the meaning set forth in Section 4 of the Fourteenth Amendment.

“Fourteenth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Fourteenth Amendment.

“Fourteenth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Fourteenth Amendment.

“Fourth Amendment” means the Fourth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of August 31, 2021, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Fourth Amendment Effective Date” has the meaning set forth in Section 4 of the Fourth Amendment.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than an individual) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

-19-

“GAAP” means United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Authority” means any nation or government, any provincial, state, local, municipal or other political subdivision thereof, and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Authorization” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

“Granting Lender” has the meaning specified in Section 10.07(g).

“Guaranty” means, collectively, (a) each Guaranty executed by certain Loan Parties on or about the Effective Date, substantially in the form of Exhibit E, and (b) each other guaranty and guaranty supplement delivered pursuant to the Collateral and Guaranty Requirement or Section 6.11.

“Guaranty Obligations” means, with respect to any Person, any obligation or arrangement of such Person to guaranty or intended to guaranty any Indebtedness or other payment obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co‑making, discounting with recourse or sale with recourse by such Person of the Obligation of a primary obligor, (b) the obligation to make take‑or‑pay or similar payments, if required, regardless of non‑performance by any other party or parties to an agreement or (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Guaranty Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“Guarantor Subsidiary” means each Guarantor that is a Subsidiary.

“Guarantors” has the meaning specified in the definition of “Collateral and Guaranty Requirement.”

-20-

“Hazardous Materials” means any material, substance or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous,” “toxic,” a “pollutant,” a “contaminant,” a “deleterious substance,” “dangerous goods,” “radioactive” or words of similar meaning or effect, including petroleum and its by‑products, asbestos, polychlorinated biphenyls, radon, greenhouse gases, mold, urea formaldehyde insulation, chlorofluorocarbons and all other ozone‑depleting substances.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) accounts payable and other accrued liabilities incurred in the ordinary course of business not past due for more than one hundred twenty (120) days after its stated due date (except for accounts payable contested in good faith), (ii) any earn‑out obligation until such obligation is both required to be reflected as a liability on the balance sheet of such Person in accordance with GAAP and not paid after becoming due and payable and (iii) deferred or equity compensation arrangements entered into in the ordinary course of business and payable to directors, officers or employees), (e) all Indebtedness (excluding prepaid interest thereon) of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed but, in the case of Indebtedness which is not assumed by such Person, limited to the lesser of (x) the amount of such Indebtedness and (y) the fair market value of such property, (f) all Guaranty Obligations by such Person of Indebtedness of others, (g) all Attributable Indebtedness of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty (excluding the portion thereof that has been fully cash collateralized in a manner permitted by this Agreement), (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, surety bonds and performance bonds, whether or not matured, (j) all Debt Equivalents of such Person and (k) the Swap Termination Value under outstanding Swap Contracts at such time to which such Person is a party. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Anything herein to the contrary notwithstanding, obligations in respect of any Indebtedness that has been irrevocably defeased (either covenant or legal) or satisfied and discharged pursuant to the terms of the instrument creating or governing such Indebtedness shall not constitute Indebtedness.

“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 10.05.

-21-

“Information” has the meaning specified in Section 10.08.

“Initial Loan” has the meaning specified in Section 2.01(a).

“Intellectual Property” has the meaning specified in Section 5.17.

“Intellectual Property Security Agreement” means, collectively, (a) the Intellectual Property Security Agreement executed by certain Loan Parties on the Closing Date, substantially in the form of Exhibit H, and (b) each other Intellectual Property Security Agreement Supplement executed and delivered pursuant to the Collateral and Guaranty Requirement or Section 6.11.

“Intellectual Property Security Agreement Supplement” has the meaning specified in Section 6.11.

“Interest Payment Date” as to any Loan, means the last day of each calendar quarter, subject to Section 1.07.

“Interest Period” means, (i) initially, the period beginning on (and including) June 1, 2020 and ending on (and including) the last day of the calendar quarter in which the Effective Date occurs and (ii) thereafter, the period beginning on (and including) the first day of each succeeding calendar quarter and ending on the earlier of (and including) (x) the last day of such calendar quarter and (y) the Twenty-First Amendment Term Loan Maturity Date, First Out Maturity Date, Second Out Maturity Date or Third Out Maturity Date, as applicable.

“Investment” in any Person, means (i) any direct or indirect purchase or other acquisition by a Loan Party of, or of a beneficial interest in, any of the Equity Interests of such Person (other than a Guarantor Subsidiary); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Parent from any Person (other than Borrower or any Guarantor Subsidiary), of any Equity Interests of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by Parent or any of its Subsidiaries to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write‑ups, write‑downs or write‑offs with respect to such Investment.

“Ladenburg Judgment” has the meaning set forth in the preliminary statements of the Twenty-First Amendment.

“Ladenburg Litigation” has the meaning set forth in the preliminary statements of the Twenty-First Amendment.

“Ladenburg Supersedes Bond” has the meaning set forth in Section 5(b) of the Twenty-First Amendment.

-22-

“Ladenburg Supersedes Bond General Indemnity Agreement” means that certain General Indemnity Agreement, dated on or about the Twenty-First Amendment Effective Date, executed by Centre Lane Solutions Partners, LP, or one of its designated affiliates, in favor of Swiss Re Corporate Solutions America Insurance Corporation, and/or any and all existing and/or future affiliates, subsidiaries, divisions, successors, assigns, co-sureties, and/or reinsurers of said entity.

“Laws” means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Lender” means any Lender that may be a party to this Agreement from time to time and, in the case of each such Lender, including their respective successors and assigns as permitted hereunder (each of which is referred to herein as a “Lender”).

“Lien” means any assignment, mortgage, charge, pledge, lien, encumbrance, title retention agreement (including Capital Leases but excluding operating leases) or any other security interest whatsoever, howsoever created or arising, whether fixed or floating, legal or equitable, perfected or not, but specifically excludes any legal, contractual or equitable right of set‑off.

“Loan” means an extension of credit by a Lender to Borrower under Article II hereof.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) any Guaranty and (v) all other instruments and documents executed and delivered from time to time by or on behalf of any Loan Party in connection herewith or therewith.

“Loan Parties” means, collectively, (i) each Borrower and (ii) each Guarantor.

“Make Whole Amount” means, with respect to any prepayment of the Twenty-First Amendment Term Loans (whether at the Twenty-First Amendment Term Loan Maturity Date, or otherwise) made prior to the Third Out Maturity Date, an additional amount equal to the minimum amount of all additional interest that would have accrued (including, but not limited to, accrued but uncapitalized PIK Interest) from the date of such prepayment through the Third Out Maturity Date, calculated at the Third Out Loan PIK Rate.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means a material adverse effect on (i) the business operations, assets or condition (financial or otherwise) of any Loan Party; (ii) the ability of any Loan Party to perform its Obligations; (iii) the legality, validity, binding effect, or enforceability against a Loan Party of a Loan Document to which it is a party; (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Loan Document; or

-23-

(v) the value of the Collateral, or the Administrative Agent’s Liens on the Collateral or the priority of any such Lien.

“Material Agreements” means, collectively, (a) the agreements which are listed in Schedule 5.19 and (b) all other agreements to which any Loan Party or any of its properties are bound, from time to time, the absence or termination of any of which would reasonably be expected to result in a Material Adverse Effect.

“Material Real Property” means (a) with respect to any real property owned by any Loan Party, (i) the real properties owned by any Loan Party listed on Schedule 5.07(b) and (ii) any other real property owned by any Loan Party and (b) with respect to any real property leased by any Loan Party, (i) the real properties leased by any Loan Party listed on Schedule 5.07(b) and (ii) any property material to the business of a Loan Party.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Mortgage” means collectively, the deeds of trust, trust deeds, deeds to secure debt and mortgages creating and evidencing a Lien on a Mortgaged Property, whether leased or owned, by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties, in the form and substance reasonably satisfactory to the Collateral Agent, executed and delivered pursuant to Section 4.01(d) (if applicable), Section 6.11 or Section 6.13, in each case as amended, restated, supplemented or otherwise modified from time to time.

“Mortgage Policies” has the meaning specified in paragraph (g) of the definition of “Collateral and Guaranty Requirement.”

“Mortgaged Properties” has the meaning specified in paragraph (g) of the definition of “Collateral and Guaranty Requirement.”

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Parent and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate with comparison to and variances from the immediately preceding period and budget.

“Net Cash Proceeds” means:

(a) with respect to the Disposition of any asset by any Loan Party, an amount equal to: (i) cash received in connection with such Disposition by any Loan Party or any of its Subsidiaries from such Disposition, minus (ii) any bona fide direct costs incurred in connection with such Disposition to the extent paid or payable to non‑Affiliates, including

-24-

(A) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Disposition during the tax period in which the sale occurs, (B) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Disposition, and (C) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Disposition undertaken by any Loan Party or any of its Subsidiaries in connection with such Disposition; provided, that upon release of any such reserve, the amount released shall be considered Net Cash Proceeds;

(b) with respect to any Casualty Event, an amount equal to: (i) any cash payments or proceeds received by any Loan Party or any of its Subsidiaries (A) under any casualty, business interruption or “key man” insurance policies in respect of any covered loss thereunder, or (B) as a result of the condemnation or taking of any assets of any Loan Party or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (A) any actual and reasonable costs incurred by any Loan Party or any of its Subsidiaries in connection with the adjustment or settlement of any claims of such Loan Party or such Subsidiary in respect thereof, and (B) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (b)(i)(B) of this definition to the extent paid or payable to non‑Affiliates, including income taxes payable as a result of any gain recognized in connection therewith; and

(c) with respect to any Equity Issuance or the incurrence or issuance of any Indebtedness by any Loan Party or any Subsidiary not permitted under Section 7.03, an amount equal to: (i) cash proceeds received by any Loan Party or any of its Subsidiaries in connection with such Equity Issuance or incurrence or issuance of such Indebtedness, minus (ii) the investment banking fees, underwriting discounts, commissions, costs and other out‑of‑pocket expenses and other customary expenses (including reasonable attorney’s, accountant’s and other similar professional advisor’s fees) paid or payable by such Loan Party or such Subsidiary to non-Affiliates in connection with such Equity Issuance or incurrence or issuance of Indebtedness.

“Ninth Amendment” means the Ninth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of February 11, 2022, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Ninth Amendment Effective Date” has the meaning set forth in Section 4 of the Ninth Amendment.

“Ninth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Ninth Amendment.

-25-

“Ninth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Ninth Amendment.

“Non‑Consenting Lender” shall have the meaning set forth in Section 2.12.

“Note” means a promissory note of Borrower payable to a Lender or its assigns, substantially in the form of Exhibit B hereto, evidencing the aggregate Indebtedness of Borrower to such Lender resulting from the Loans made by such Lender.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising under any Loan Document or otherwise with respect to any Loan Document entered into with a Lender, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any other Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of any of their Subsidiaries to the extent they have obligations under the Loan Documents) include (1) the obligation (including Guaranty Obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees (including, without limitation, the fees listed in Section 2.06), premiums, Attorney Costs, indemnities and other amounts payable by any Loan Party or any other Subsidiary under any Loan Document and (2) the obligation of any Loan Party or any other Subsidiary to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“OID” has the meaning specified in Section 2.05(e).

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, declaration, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

-26-

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding Amount” means, on any date, the outstanding principal amount of Loans, after giving effect to any borrowings, accretion of debt, and/or prepayments or repayments of Loans occurring on such date.

“Parent” means Bright Mountain Media, Inc., a Florida corporation.

“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning specified in Section 10.07(d).

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107‑56 (signed into law October 26, 2001)), as the same may be amended, supplemented, modified, replaced or otherwise in effect from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor thereof).

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or to which any Loan Party contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time in the past five (5) years.

“Permitted Acquisition” means an Acquisition made in accordance with Section 7.02(i).

“Permitted Indebtedness” has the meaning specified in Section 7.03.

“Permitted Liens” means Liens permitted to be incurred pursuant to Section 7.01.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“PIK Interest” has the meaning specified in Section 2.05(a).

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party.

“Prepayment Date” has the meaning specified in Section 2.03(a)(i).

-27-

“Prepayment Notice” means a notice of prepayment in respect of any voluntary or mandatory prepayment in substantially the form of Exhibit A.

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the Facility at such time and the denominator of which is the amount of the Aggregate Commitments under the Facility at such time; provided that if any Commitment has been terminated, then the Pro Rata Share of each Lender shall be determined based on the outstanding principal amount of the Loans held by such Lender divided by the aggregate principal amount of all outstanding Loans.

“Proceeding” has the meaning specified in Section 10.05.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Recipient” means (a) the Administrative Agent or (b) any Lender, as applicable.

“Register” has the meaning specified in Section 10.07(c).

“Registered” means, with respect to Intellectual Property, issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, leeching or migration of any Hazardous Material in or into the environment (including the abandonment or disposal of any barrels, tanks, containers or receptacles containing any Hazardous Material), or out of any vessel or facility, including the movement of any Hazardous Material through the air, soil, subsoil, surface, water, ground water, rock formation or otherwise.

“Replacement Lender” shall have the meaning set forth in Section 2.12.

“Reportable Event” means with respect to any Plan any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Required Lenders” means, as of any date of determination, one or more Lenders having more than 50% of the Total Facility Exposure held by all Lenders.

“Responsible Officer” means the chief executive officer, president, chief financial officer or head of finance, treasurer or, except for purposes of Sections 6.03 or 6.04, any other similar officer or a Person performing similar functions of a Loan Party (and, as to any document delivered on the Effective Date, to the extent acceptable to the Administrative Agent in its sole discretion or required by the terms of this Agreement, any secretary or assistant secretary of a Loan Party). Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be

-28-

conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, retraction, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof) and including any thereof acquired through the exercise of warrants or rights of conversion, exchange or purchase.

“S&P” means Standard & Poor’s Ratings Services LLC, a division of The McGraw‑Hill Companies, Inc., and its successors.

“Sale Leaseback” means any transaction or series of related transactions pursuant to which any Loan Party (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“SBA” means the U.S. Small Business Administration.

“SBA PPP Loan” means an unsecured loan incurred by Borrower under 15 U.S.C. 636(a)(36) (as added to the Small Business Act by Section 1102 of the CARES Act).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment” means the Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of May 26, 2021, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Second Amendment Effective Date” has the meaning set forth in Section 3 of the Second Amendment.

“Second Out Maturity Date” means December 20, 2026.

“Second Out Loan Cash Pay Rate” means the rate per annum equal to the difference between (i) the Contract Rate minus (ii) the applicable Second Out Loan PIK Rate.

“Second Out Loan PIK Rate” means the rate per annum equal to the sum of (i) Term SOFR plus (ii) 3%.

“Second Out Loans” means, collectively, the Initial Term Loans and 2021 Loans.

-29-

“Secured Obligations” has the meaning specified in the Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent and the Lenders.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Securities Pledge Agreement” means, collectively, (a) the Securities Pledge Agreement executed by certain Loan Parties on or about the Effective Date, substantially in the form of Exhibit G, and (b) each Securities Pledge Agreement Supplement executed and delivered pursuant to the Collateral and Guaranty Requirement or Section 6.11.

“Securities Pledge Agreement Supplement” has the meaning specified in Section 6.11.

“Security Agreement” means, collectively, (a) the Security Agreement executed by certain Loan Parties on or about the Closing Date, substantially in the form of Exhibit F, and (b) each Security Agreement Supplement executed and delivered pursuant to the Collateral and Guaranty Requirement or Section 6.11.

“Security Agreement Supplement” has the meaning specified in Section 6.11.

“Seventeenth Amendment” means the Seventeenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of April 20, 2023, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Seventeenth Amendment Effective Date” has the meaning set forth in Section 4 of the Seventeenth Amendment.

“Seventeenth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Seventeenth Amendment.

“Seventeenth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Seventeenth Amendment.

“Seventh Amendment” means the Seventh Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of December 23, 2021, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Seventh Amendment Effective Date” has the meaning set forth in Section 4 of the Seventh Amendment.

“Seventh Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Seventh Amendment.

“Seventh Amendment Term Loans” has the meaning set forth in the preliminary statements of the Seventh Amendment.

-30-

“Sixteenth Amendment” means the Sixteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of February 10, 2023, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Sixteenth Amendment Effective Date” has the meaning set forth in Section 4 of the Sixteenth Amendment.

“Sixteenth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Sixteenth Amendment.

“Sixteenth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Sixteenth Amendment.

“Sixth Amendment” means the Sixth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of November 5, 2021, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Sixth Amendment Effective Date” has the meaning set forth in Section 4 of the Sixth Amendment.

“Sixth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Sixth Amendment.

“Sixth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Sixth Amendment.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Loan Parties as of that date determined in accordance with GAAP.

“Small Business Act” means the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business).

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property (for the avoidance of doubt, calculated to include goodwill and other intangibles) of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.07(g).

-31-

“Subsidiary” of a Person means:

(a) a corporation of which another person alone or in conjunction with its other Subsidiaries owns an aggregate number of voting Equity Interests sufficient to enable the election of a majority of the directors regardless of the manner in which other voting Equity Interests are voted;

(b) a corporation of which another person alone or in conjunction with its other Subsidiaries has, through the operation of any agreement or otherwise, the ability to elect or cause the election of a majority of the directors or otherwise exercise control over the management and policies of such corporation;

(c) any partnership of which at least a majority of the outstanding income or capital interests and/or at least a majority of the voting interests of such partnership or, in the case of a limited partnership, any general partner thereof, are owned by a person alone or in conjunction with its other Subsidiaries; and

(d) any trust or other person of which at least a majority of the outstanding beneficial or ownership interests (however designated) are owned by a person alone or in conjunction with its other Subsidiaries.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Parent.

“Surviving Indebtedness” means any Indebtedness of Parent or any of its Subsidiaries outstanding immediately before and after giving effect to the Transaction as specified on Schedule 7.03(b).

“Swap Contract” means (a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross‑currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and

-32-

termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark to market value(s) for such Swap Contracts, as determined by the applicable counterparty in accordance with the terms thereof and in accordance with customary methods for calculating mark‑to‑market values under similar arrangements by such counterparty.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (i) a so‑called synthetic, off‑balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property (including any Sale Leaseback), in each case, creating obligations that do not appear on the balance sheet of such Person but which could be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Term SOFR” has the meaning ascribed to such term in Annex A annexed hereto and incorporated herein. Each determination of Term SOFR shall be made by the Administrative Agent and shall be conclusive in the absence of manifest error. Term SOFR and any Benchmark Replacement (as defined in Annex A) are subject to the terms and conditions set forth in Annex A. Notwithstanding anything to the contrary herein, upon the occurrence of a Benchmark Transition Event or Early Opt-In Event (as each such term is defined in Annex A), Term SOFR means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to the provisions of this Agreement.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, stamp taxes, withholdings or other charges imposed by any Governmental Authority (including additions to tax, penalties and interest with respect thereto).

“Termination Date” has the meaning specified in Section 9.11(a).

“Tenth Amendment” means the Tenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 11, 2022, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Tenth Amendment Effective Date” has the meaning set forth in Section 4 of the Tenth Amendment.

“Tenth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Tenth Amendment.

“Tenth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Tenth Amendment.

-33-

“Third Amendment” means the Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of August 12, 2021, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Third Amendment Effective Date” has the meaning set forth in Section 4 of the Third Amendment.

“Third Out Maturity Date” means December 20, 2026.

“Third Out Loan PIK Rate” means 15% per annum.

“Third Out Loans” means, collectively, the Seventeenth Amendment Term Loans and Twenty-First Amendment Term Loans.

“Thirteenth Amendment” means the Thirteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of May 10, 2022, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Thirteenth Amendment Effective Date” has the meaning set forth in Section 4 of the Thirteenth Amendment.

“Thirteenth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Thirteenth Amendment.

“Thirteenth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Thirteenth Amendment.

“Threshold Amount” means $500,000.

“Total Facility Exposure” means, as of any date of determination, the sum of (a) Total Outstandings as of such date and (b) the then unfunded Commitments (if any).

“Total Outstandings” means, as of any date of determination, the then aggregate Outstanding Amount of all Loans.

“Transaction” means, collectively, (a) extension of Commitments under this Agreement and the continuation of the Loans on the Effective Date, (b) Parent’s purchase of 100% of the Equity Interests of Borrower pursuant to the terms of CL Media Acquisition Agreement and (c) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Twelfth Amendment” means the Twelfth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of April 15, 2022, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Twelfth Amendment Effective Date” has the meaning set forth in Section 4 of the Twelfth Amendment.

-34-

“Twelfth Amendment Term Loan Commitments” has the meaning set forth in the preliminary statements of the Twelfth Amendment.

“Twelfth Amendment Term Loans” has the meaning set forth in the preliminary statements of the Twelfth Amendment.

“Twentieth Amendment” means the Twentieth Amendment to Amended and Restated Senior Secured Credit Agreement, effective as of June 30, 2024, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Twentieth Amendment Effective Date” has the meaning set forth in Section 4 of the Twentieth Amendment.

“Twentieth Amendment PIK Fee” has the meaning set forth in Section 4(e) of the Twentieth Amendment.

“Twenty-First Amendment” means the Twenty-First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of December 26, 2024, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Twenty-First Amendment Effective Date” has the meaning set forth in Section 4 of the Twenty-First Amendment.

“Twenty-First Amendment Term Loan Commitments” means, as to each Lender, its obligation to make its portion of the Twenty-First Amendment Term Loans to the Borrower on the Twenty-First Amendment Effective Date, in an aggregate principal amount equal to its Twenty-First Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). The aggregate amount of the Twenty-First Amendment Term Loan Commitments as of the Twenty-First Amendment Effective Date shall not exceed One Million Eight Hundred Sixty Thousand Five Hundred Three and 47/100 Dollars ($1,860,503.47).

“Twenty-First Amendment Term Loan Maturity Date” means the earlier of (a) the resolution of the Ladenburg Litigation resulting in payment obligations of the Loan Parties in an aggregate amount less than the amount of the Ladenburg Judgment, and (b) the Third Out Maturity Date.

“Twenty-First Amendment Term Loans” means the term loans made by the Lender (in accordance with such Lender’s Twenty-First Amendment Term Loan Commitment), subject to the terms and conditions set forth herein.

“Twenty-Fourth Amendment” means the Twenty-Fourth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of the Twenty-Fourth Amendment Execution Date, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Twenty-Fourth Amendment Effective Date” means December [31], 2025.

-35-

“Twenty-Fourth Amendment Execution Date” has the meaning set forth in Section 4 of the Twenty-Fourth Amendment.

“Twenty-Second Amendment” means the Twenty-Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of the Twenty-Second Amendment Execution Date, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Twenty-Second Amendment Effective Date” means March 31, 2025.

“Twenty-Second Amendment Execution Date” has the meaning set forth in Section 4 of the Twenty-Second Amendment.

“Twenty-Third Amendment” means the Twenty-Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of the Twenty-Third Amendment Execution Date, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Twenty-Third Amendment Effective Date” means September 30, 2025.

“Twenty-Third Amendment Execution Date” has the meaning set forth in Section 4 of the Twenty-Third Amendment.

“Unforgiven Debt” has the meaning specified in Section 7.09(c).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any security interest in any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(g)(ii)(B)(3).

“Wholly‑owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly‑owned Subsidiaries of such Person.

“Withdrawal Liability” means the liability of a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means any Loan Party and the Administrative Agent.

-36-

Section 1.02. Other Interpretive Provisions TC "Section 1.02. Other Interpretive Provisions" \f C \l "2" . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article, Section, paragraph, clause, subclause, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) 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.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(e) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter forms.

Section 1.03. Accounting Terms TC "Section 1.03. Accounting Terms" \f C \l "2" . (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the audited financial statements, except as otherwise specifically prescribed herein; provided, however, that if Borrower notifies the Administrative Agent that Borrower request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Effective Date or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then the Administrative Agent and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if

-37-

no such Accounting Change had occurred and (ii) Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of any applicable ratios, baskets and other requirements hereunder before and after giving effect to such Accounting Change.

(b) Where reference is made to a Person “and its Subsidiaries on a consolidated basis” or similar language, such consolidation shall not include any subsidiaries other than Subsidiaries.

Section 1.04. Rounding TC "Section 1.04. Rounding" \f C \l "2" . Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding‑up if there is no nearest number).

Section 1.05. References to Agreements, Laws, Etc. TC "Section 1.05. References to Agreements, Laws, Etc." \f C \l "2" Unless otherwise expressly provided herein, (a) references to documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, amendments and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06. Times of Day TC "Section 1.06. Times of Day" \f C \l "2" . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07. Timing of Payment or Performance TC "Section 1.07. Timing of Payment or Performance" \f C \l "2" . When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day.

Section 1.08. Currency Equivalents Generally TC "Section 1.08. Currency Equivalents Generally" \f C \l "2" . (a) Any amount specified in this Agreement (other than in Article II, Article IX and Article X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined in a manner consistent with the definition of Exchange Rate.

(b) For purposes of determining compliance under Sections 7.02, 7.05 and 7.06, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating net income in Parent’s annual financial statements delivered pursuant to Section 6.01(c); provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness.

-38-

Article II

The Commitments and Credit Extensions TC "Article II The Commitments and Credit Extensions" \f C \l "1"

Section 2.01. The Loans TC "Section 2.01. The Loans" \f C \l "2" . (a) Subject to the terms and conditions set forth herein, on the Effective Date, each Lender agreed to continue certain term loans (the “Initial Loans”) in an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 2.01(a) (such amount being referred to herein as such Lender’s “Initial Commitment”). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Initial Commitment of each Lender shall be $0.

(b) Subject to the terms and conditions set forth herein and in the Second Amendment, on the Second Amendment Effective Date, each Lender agrees to make 2021 Term Loans in an aggregate principal amount equal to its 2021 Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the 2021 Term Loan Commitment of each Lender shall be $0.

(c) Subject to the terms and conditions set forth herein and in the Third Amendment, on the Third Amendment Effective Date, each Lender agrees to make 2021 Additional Term Loans in an aggregate principal amount equal to its 2021 Additional Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the 2021 Additional Term Loan Commitment of each Lender shall be $0.

(d) Subject to the terms and conditions set forth herein and in the Fourth Amendment, on the Fourth Amendment Effective Date, each Lender agrees to make 2021 New Term Loans in an aggregate principal amount equal to its 2021 New Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the 2021 New Term Loan Commitment of each Lender shall be $0.

(e) Subject to the terms and conditions set forth herein and in the Fifth Amendment, on the Fifth Amendment Effective Date, each Lender agrees to make 2021 October New Term Loans in an aggregate principal amount equal to its 2021 October New Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the 2021 October New Term Loan Commitment of each Lender shall be $0.

(f) Subject to the terms and conditions set forth herein and in the Sixth Amendment, on the Sixth Amendment Effective Date, each Lender agrees to make Sixth Amendment Term Loans in an aggregate principal amount equal to its Sixth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Sixth Amendment Term Loan Commitment of each Lender shall be $0.

-39-

(g) Subject to the terms and conditions set forth herein and in the Seventh Amendment, on the Seventh Amendment Effective Date, each Lender agrees to make Seventh Amendment Term Loans in an aggregate principal amount equal to its Seventh Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Seventh Amendment Term Loan Commitment of each Lender shall be $0.

(h) Subject to the terms and conditions set forth herein and in the Eighth Amendment, on the Eighth Amendment Effective Date, each Lender agrees to make Eighth Amendment Term Loans in an aggregate principal amount equal to its Eighth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Eighth Amendment Term Loan Commitment of each Lender shall be $0.

(i) Subject to the terms and conditions set forth herein and in the Ninth Amendment, on the Ninth Amendment Effective Date, each Lender agrees to make Ninth Amendment Term Loans in an aggregate principal amount equal to its Ninth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Ninth Amendment Term Loan Commitment of each Lender shall be $0.

(j) Subject to the terms and conditions set forth herein and in the Tenth Amendment, on the Tenth Amendment Effective Date, each Lender agrees to make Tenth Amendment Term Loans in an aggregate principal amount equal to its Tenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Tenth Amendment Term Loan Commitment of each Lender shall be $0.

(k) Subject to the terms and conditions set forth herein and in the Eleventh Amendment, on the Eleventh Amendment Effective Date, each Lender agrees to make Eleventh Amendment Term Loans in an aggregate principal amount equal to its Eleventh Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Eleventh Amendment Term Loan Commitment of each Lender shall be $0.

(l) Subject to the terms and conditions set forth herein and in the Twelfth Amendment, on the Twelfth Amendment Effective Date, each Lender agrees to make Twelfth Amendment Term Loans in an aggregate principal amount equal to its Twelfth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Twelfth Amendment Term Loan Commitment of each Lender shall be $0.

(m) Subject to the terms and conditions set forth herein and in the Thirteenth Amendment, on the Thirteenth Amendment Effective Date, each Lender agrees to make Thirteenth Amendment Term Loans in an aggregate principal amount equal to its Thirteenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of

-40-

doubt, as of the Twenty-Fourth Amendment Execution Date, the Thirteenth Amendment Term Loan Commitment of each Lender shall be $0.

(n) Subject to the terms and conditions set forth herein and in the Fourteenth Amendment, on the Fourteenth Amendment Effective Date, each Lender agrees to make Fourteenth Amendment Term Loans in an aggregate principal amount equal to its Fourteenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Fourteenth Amendment Term Loan Commitment of each Lender shall be $0.

(o) Subject to the terms and conditions set forth herein and in the Fifteenth Amendment, on the Fifteenth Amendment Effective Date, each Lender agrees to make Fifteenth Amendment Term Loans in an aggregate principal amount equal to its Fifteenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Fifteenth Amendment Term Loan Commitment of each Lender shall be $0.

(p) Subject to the terms and conditions set forth herein and in the Sixteenth Amendment, on the Sixteenth Amendment Effective Date, each Lender agrees to make Sixteenth Amendment Term Loans in an aggregate principal amount equal to its Sixteenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Sixteenth Amendment Term Loan Commitment of each Lender shall be $0.

(q) Subject to the terms and conditions set forth herein and in the Seventeenth Amendment, on the Seventeenth Amendment Effective Date, each Lender agrees to make Seventeenth Amendment Term Loans in an aggregate principal amount equal to its Seventeenth Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Seventeenth Amendment Term Loan Commitment of each Lender shall be $0.

(r) [Reserved].

(s) Subject to the terms and conditions set forth herein and in the Twenty-First Amendment, on the Twenty-First Amendment Effective Date, each Lender agrees to make Twenty-First Amendment Term Loans in an aggregate principal amount equal to its Twenty-First Amendment Term Loan Commitment as set forth opposite such Lender’s name in Schedule 2.01(a). For the avoidance of doubt, as of the Twenty-Fourth Amendment Execution Date, the Twenty-First Amendment Term Loan Commitment of each Lender shall be $0.

(t) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be re‑borrowed.

(u) All the outstanding principal amount (after giving effect to capitalized PIK Interest) of the Third Out Loans (other than the Twenty-First Amendment Term Loans), together with all accrued and unpaid interest thereon (including any accrued but uncapitalized PIK Interest), and

-41-

any fees and other amounts payable hereunder, shall be due and payable on the earlier of (x) the Third Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02.

(v) All the outstanding principal amount (after giving effect to capitalized PIK Interest) of the Second Out Loans, together with all accrued and unpaid interest thereon (including any accrued but uncapitalized PIK Interest), and any fees and other amounts payable hereunder, shall be due and payable on the earlier of (x) the Second Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02.

(w) All the outstanding principal amount (after giving effect to capitalized PIK Interest) of the First Out Loans, together with all accrued and unpaid interest thereon (including any accrued but uncapitalized PIK Interest), and any fees and other amounts payable hereunder, shall be due and payable on the earlier of (x) the First Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02.

(x) All the outstanding principal amount (after giving effect to capitalized PIK Interest) of the Twenty-First Amendment Term Loans, together with all accrued and unpaid interest thereon (including any accrued but uncapitalized PIK Interest), and any fees and other amounts payable hereunder (including, but not limited to, the Make-Whole Amount), shall be due and payable on the earlier of (x) the Twenty-First Amendment Term Loan Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02.

Section 2.02. [Reserved] TC "Section 2.02. [Reserved]" \f C \l "2" .

Section 2.03. Prepayments TC "Section 2.03. Prepayments" \f C \l "2" .

(a) Optional Prepayments. (i) Borrower may, upon delivery of a Prepayment Notice to the Administrative Agent, at any time or from time to time, voluntarily prepay, in whole or in part (in a minimum amount of $250,000 and integral multiples of $50,000 in excess of that amount for each partial prepayment) the outstanding principal amount of the Loans on any Business Day (the “Prepayment Date”) for an amount equal to the Loans being prepaid on such Prepayment Date, plus any accrued but unpaid interest on the aggregate principal amount of the Loans being prepaid.

(ii) Any Prepayment Notice must be received by the Administrative Agent not later than 12:00 noon (New York, New York time) three (3) Business Days prior to any Prepayment Date and shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment of Loans pursuant to this Section 2.03(a) shall be paid to the Lenders in accordance with their respective Pro Rata Shares.

(iii) No partial prepayment shall be made under this Section 2.03(a) in connection with any event described in Section 2.03(b).

(b) Mandatory Prepayments.

-42-

(i) On the date any Loan Party receives any amounts (including, but not limited to, interest accrued thereon) released under the Ladenburg Supersedes Bond or the Ladenburg Supersedes Bond General Indemnity Agreement, Borrower shall prepay the Loans as set forth in Sections 2.03(e) and (f), in an aggregate amount equal to 100% of all such amount received.

(ii) No later than the fifth Business Day following the date any Loan Party receives Net Cash Proceeds from the Disposition of any property (excluding Dispositions permitted pursuant to Section 7.05 (other than pursuant to Section 7.05(f)), Borrower shall prepay the Loans as set forth in Section 2.03(e) in an aggregate amount equal to 100% of all such Net Cash Proceeds realized or received in connection with such Disposition.

(iii) No later than the fifth Business Day following the date any Loan Party receives Net Cash Proceeds from any Casualty Event, Borrower shall prepay the Loans as set forth in Section 2.03(e) in an aggregate amount equal to 100% of all such Net Cash Proceeds realized or received in connection with such Casualty Event.

(iv) On the date of receipt by any Loan Party from the incurrence or issuance of any Indebtedness (including Debt Equivalents) not expressly permitted to be incurred or issued pursuant to Section 7.03 (other than any convertible notes), Borrower shall prepay the Loans as set forth in Section 2.03(e) in an aggregate amount equal to 100% of all such Net Cash Proceeds received therefrom. For the avoidance of doubt, any prepayment made pursuant to this Section 2.03(b)(iv) shall not be deemed to be a consent to the incurrence or issuance of any such Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that such Event of Default may only be waived with the express consent of Required Lenders.

(v) On the date of receipt by any Loan Party from a capital contribution or issuance of any Equity Interests of Parent or any of its Subsidiaries (other than (i) Equity Interests issued pursuant to any employee stock or stock option compensation plan, (ii) Equity Interests issued by any Subsidiary to Parent or any other Subsidiary to the extent permitted by Section 7.02, and (iii) up to $3,000,000 of Net Cash Proceeds raised from cumulative issuances of Equity Interests (including preferred stock) and convertible notes of Parent), Borrower shall prepay the Loans in an aggregate amount equal to 50% of all such Net Cash Proceeds received therefrom in accordance with Section 2.03(e)).

(d) [Reserved].

(e) Application of Prepayments by Type of Loans. So long as no Default or Event of Default has occurred and is continuing, each voluntary and mandatory prepayment of Loans pursuant to Section 2.03(a) and Section 2.03(b) shall be applied as follows:

first, to the payment of all fees and all expenses specified in Section 8.03, to the full extent thereof;

second, to the payment of that portion of the Obligations constituting accrued, unpaid interest (including, but not limited to, accrued but uncapitalized PIK Interest);

-43-

third, shall be applied in inverse order of maturity to reduce the principal amount of the First Out Loans until the First Out Loans have been paid in full;

fourth, shall be applied in inverse order of maturity to reduce the principal amount of the Second Out Loans until the Second Out Loans have been paid in full; and

fifth, shall be applied in inverse order of maturity to reduce the principal amount of the Third Out Loans until the Third Out Loans have been paid in full.

provided that, notwithstanding anything contained in this subsection (e) to the contrary, (y) any mandatory prepayment of Loans pursuant to Section 2.03(b)(i), shall first be applied in the inverse order of maturity to reduce the principal amount of the Twenty-First Amendment Term Loans until the Twenty-First Amendment Term Loans have been paid in full, and (z) any mandatory prepayment of Loans pursuant to Section 2.03(b)(v), shall first be applied in the inverse order of maturity to reduce the principal amount of the Seventeenth Amendment Term Loans until the Seventeenth Amendment Term Loans have been paid in full.

Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant Section 2.03(b) pursuant to a Prepayment Notice. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of Borrower’s Prepayment Notice and of such Lender’s Pro Rata Share of the prepayment.

(f) Interest. All prepayments under this Section 2.03 shall be accompanied by all accrued interest (including, but not limited to, accrued but uncapitalized PIK Interest) thereon plus, solely with respect to any prepayment of the Twenty-First Amendment Term Loans, the Make-Whole Amount.

Section 2.04. Repayment of Loans TC "Section 2.04. Repayment of Loans" \f C \l "2" . (a) Borrower shall repay in cash to the Administrative Agent (for the ratable account of the Lenders in respect of the Second Out Loans), (i) on and after the Twenty-Second Amendment Effective Date, (A) in consecutive quarterly installments to be paid on the last day of each of the Fiscal Quarters of Borrower ending March 31, 2025, June 30, 2025 and September 30, 2025, an amount equal to 1.0% of the outstanding aggregate principal amount of the Second Out Loans (after giving effect to capitalized PIK Interest), (B) on the last day of the Fiscal Quarter ending on March 31, 2026, an amount equal to 3.0% of the outstanding aggregate principal amount of the Second Out Loans (after giving effect to capitalized PIK Interest) and interest on the principal amounts of the Second Out Loans (for the avoidance of doubt, including but not limited to the payment of cash interest on the aggregate principal amount of the Second Out Loans for the Fiscal Quarter of Borrower ending December 31, 2025 in the amount of $200,110.49), and (C) commencing with the Fiscal Quarter ending on June 30, 2026, in consecutive quarterly installments to be paid on the last day of each Fiscal Quarter of Borrower, an amount equal to 2.0% of the outstanding aggregate principal amount of the Second Out Loans (after giving effect to capitalized PIK Interest), and (ii) on the Second Out Maturity Date all accrued and unpaid principal (after giving effect to capitalized PIK Interest) and interest (including any accrued but uncapitalized PIK Interest) on the principal amounts of the Second Out Loans, and any fees

-44-

payable pursuant to Section 2.06; provided that, notwithstanding anything in the foregoing to the contrary, for the Fiscal Quarter of Borrower ending September 30, 2025, the 1.0% of principal due on such date shall be deferred until, and payable on, the Second Out Maturity Date.

(b) Borrower shall repay in cash to the Administrative Agent (for the ratable account of the Lenders in respect of the First Out Loans), (i) on and after the Twenty-Second Amendment Effective Date (A) in a quarterly installment to be paid on March 31, 2025, an amount equal to $700,000, (B) in a quarterly installment to be paid on June 30, 2025, an amount equal to $575,000, (C) in a quarterly installment to be paid on September 30, 2025, an amount equal to $250,000, and (D) commencing with the Fiscal Quarter ending on December 31, 2025, in consecutive quarterly installments to be paid on the last day of each Fiscal Quarter of Borrower, an amount equal to $575,000, and (ii) on the First Out Maturity Date all accrued and unpaid principal (after giving effect to capitalized PIK Interest) and interest (including any accrued but uncapitalized PIK Interest) on the principal amounts of the First Out Loans, and any fees payable pursuant to Section 2.06.

(c) On the Third Out Maturity Date, Borrower shall repay in cash to the Administrative Agent (for the ratable account of the Lenders in respect of the Third Out Loans (other than the Twenty-First Amendment Term Loans)), all accrued and unpaid principal (after giving effect to capitalized PIK Interest) and interest (including any accrued but uncapitalized PIK Interest) on the principal amounts of the Third Out Loans (other than the Twenty-First Amendment Term Loans), and any fees payable pursuant to Section 2.06.

(d) On the Twenty-First Amendment Term Loan Maturity Date, Borrower shall repay in cash to the Administrative Agent (for the ratable account of the Lenders in respect of the Twenty-First Amendment Term Loans), all accrued and unpaid principal (after giving effect to capitalized PIK Interest) and interest (including any accrued but uncapitalized PIK Interest) on the principal amounts of the Twenty-First Amendment Term Loans, and any fees payable pursuant to Section 2.06.

Section 2.05. Interest TC "Section 2.05. Interest" \f C \l "2" . (a) Subject to the provisions of Section 2.05(c), (X) the Initial Loans shall bear interest on the outstanding principal amount thereof for each Interest Period in an amount equal to (i) on and prior to the First Amendment Effective Date, 6.00% per annum and (ii) after the First Amendment Effective Date and on and prior to the Tenth Amendment Effective Date, 10.00% per annum, in each case, payable-in-kind in lieu of cash payment (“PIK Interest”) and (Y) the Second Out Loans shall bear interest on the outstanding principal amount thereof for each Interest Period in an amount equal to the Contract Rate; provided that, a portion of the amount of interest accrued thereon shall be payable in cash at the Second Out Loan Cash Pay Rate and a portion of the amount of interest accrued thereon shall be payable-in-kind in lieu of cash payment at the Second Out Loan PIK Rate, in each case, in accordance with the terms of this Agreement; provided further that the amount of interest accrued for the Interest Period ending on September 30, 2025 shall be payable-in-kind in lieu of cash payment at the Contract Rate.

(b) Subject to the provisions of Section 2.05(c), (i) the First Out Loans shall bear interest on the outstanding principal amount thereof for each Interest Period in an amount

-45-

equal to the First Out Loan Cash Pay Rate; provided that the amount of interest accrued for the Interest Period ending September 30, 2025 shall be payable-in-kind in lieu of cash payment, (ii) [reserved], and (iii) the Third Out Loans shall bear interest on the outstanding principal amount thereof for each Interest Period in an amount equal to the Third Out Loan PIK Rate, which shall be payable-in-kind in lieu of cash payment at in accordance with the terms of this Agreement.

(c) Commencing upon the occurrence and during the continuance of any Event of Default, Borrower shall pay interest on (i) the principal amount of the Loans and (ii) to the extent then due and payable all other outstanding Obligations hereunder, in cash, equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest to the fullest extent permitted by applicable Laws) shall be due and payable upon demand.

(d) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein (provided, however, that the interest on the Second Out Loans for the Fiscal Quarter ending December 31, 2025 shall not be due and payable until March 31, 2026). All PIK Interest shall accrue and be added and capitalized to the outstanding principal balance of the Loans on each Interest Payment Date, and the principal amount of the Loans shall be increased by such PIK Interest amount for all purposes under the Loan Documents. Interest hereunder shall be due and payable in accordance with the terms hereof before and after any judgment.

(e) The Borrower agrees that the Seventeenth Amendment Term Loans made on the Seventeenth Amendment Effective Date shall be made to the Borrower with an original issue discount equal to $1,315,789.47 (“OID”). All principal, interest, fees and other Obligations outstanding hereunder shall accrue and be payable on the full aggregate principal amount of the Commitments as if the Seventeenth Amendment Term Loans made on the Seventeenth Amendment Effective Date were made without giving effect to the OID.

Section 2.06. Fees TC "Section 2.06. Fees" \f C \l "2" . (a) Borrower shall pay to the Agents a non‑refundable annual administration fee equal to $35,000 for agency services provided under this Agreement. This fee shall be in all respects fully earned, due and paid-in-kind by Borrower on the Effective Date and on each anniversary of the Effective Date during the term of this Agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the Loans and the principal amount of the Loans shall be increased by such fee amount for all purposes under the Loan Documents. For the avoidance of doubt, the annual administration fee shall be payable in addition to any amounts payable to the Administrative Agent pursuant to Section 10.04.

(b) Borrower shall pay to the Administrative Agent, (w) for the ratable account of the Lenders in respect of the 2021 Loans, an exit fee equal to (i) 150% of the principal amount of the 2021 Loans (other than the Sixth Amendment Term Loans, Seventh Amendment Term Loans and Eighth Amendment Term Loans) advanced to the Borrower pursuant to the terms hereof plus (ii) 200% of the principal amount of the Sixth Amendment Term Loans, Seventh Amendment Term Loans and Eighth Amendment Term Loans advanced to the Borrower pursuant to the terms hereof, which shall be due and paid-in-kind by the Borrower on the 10th Amendment Effective Date by

-46-

adding and capitalizing the full amount of such fee to the outstanding principal balance of the Second Out Loans and the principal amount of the Second Loans shall be increased by such fee amount for all purposes under the Loan Documents, (x) for the ratable account of the Lenders in respect of the First Out Loans and the Third Out Loans (other than the Twenty-First Amendment Term Loans), an exit fee equal to 5% of the principal amount of the First Out Loans and the Third Out Loans (other than the Twenty-First Amendment Term Loans) advanced to the Borrower pursuant to the terms hereof, which shall be paid in cash by the Borrower on the First Out Maturity Date, (y) [reserved] and (z) for the ratable account of the Lenders in respect of the Twenty-First Amendment Term Loans, an exit fee equal to 5% of the principal amount of the Twenty-First Amendment Term Loans advanced to the Borrower pursuant to the terms hereof, which shall be paid in cash by the Borrower on the Twenty-First Amendment Term Loan Maturity Date.

Section 2.07. Computation of Interest and Fees TC "Section 2.07. Computation of Interest and Fees" \f C \l "2" . All computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that any such Loan that is repaid on the same day on which it is made shall bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.08. Evidence of Indebtedness TC "Section 2.08. Evidence of Indebtedness" \f C \l "2" . (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender. The accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

(b) Entries made in good faith by each Lender in its account or accounts pursuant to Section 2.08(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from Borrower to such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of such Lender to make an entry, or any finding that an entry is incorrect, in such account or accounts shall not limit or otherwise affect the obligations of Borrower under this Agreement and the other Loan Documents.

Section 2.09. Payments Generally TC "Section 2.09. Payments Generally" \f C \l "2" . (a) All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein,

-47-

all payments by Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office and in immediately available funds not later than 3:00 p.m. (New York City time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Applicable Lending Office. All payments received by the Administrative Agent after 3:00 p.m. (New York City time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that if such extension would cause payment of interest on or principal of the Loans to be made in the next succeeding Fiscal Quarter, such payment shall be made on the immediately preceding Business Day.

(c) Unless Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i) if Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, then in the event the Administrative Agent has funded a Loan in advance of receipt of funds from a defaulting Lender or otherwise made a payment to Borrower on behalf of such defaulting Lender, the Administrative Agent may make a demand therefor upon Borrower and Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest

-48-

applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or Borrower may have against any Lender as a result of any default by a Lender hereunder.

A notice by the Administrative Agent to any Lender or Borrower with respect to any amount owing under this Section 2.09(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to Borrower by the Administrative Agent because the conditions to the Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan shall not relieve any other Lender of its corresponding obligation to do so on such date, and neither the Administrative Agent nor any Lender shall be responsible for the failure of any other Lender to make its Loan.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in the applicable provisions of Section 2.03(e) or Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the Outstanding Amount of all Loans outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

Section 2.10. Sharing of Payments TC "Section 2.10. Sharing of Payments" \f C \l "2" . If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter

-49-

recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.11. [Reserved] TC "Section 2.11. [Reserved]" \f C \l "2" .

Section 2.12. Removal or Replacement of a Lender TC "Section 2.12. Removal or Replacement of a Lender" \f C \l "2" . Anything contained herein to the contrary notwithstanding, in the event that in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.01(a) or (b), the consent of Administrative Agent and Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non‑Consenting Lender”) whose consent is required shall not have been obtained, then, with respect to such Non‑Consenting Lender, Administrative Agent may, by giving written notice to Borrower and any Non‑Consenting Lender of its election to do so, elect to cause such Non‑Consenting Lender (and such Non‑Consenting Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.07 and such Non‑Consenting Lender shall pay any fees payable thereunder in connection with such assignment; provided, (i) on the date of such assignment, the Replacement Lender shall pay to the Non‑Consenting Lender an amount equal to the sum of an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Non‑Consenting Lender; and (ii) each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Lender was a Non‑Consenting Lender. Upon the prepayment of all amounts owing to any Non‑Consenting Lender, such Non‑Consenting Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Non‑Consenting Lender to indemnification hereunder shall survive as to such Non‑Consenting Lender.

-50-

Article III

Taxes, Increased Costs Protection and Illegality TC "Article III Taxes, Increased Costs Protection and Illegality" \f C \l "1"

Section 3.01. Taxes TC "Section 3.01. Taxes" \f C \l "2" .

(a) Defined Terms. For purposes of this Section 3.01, the term “applicable law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses

-51-

arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Borrower:

(A) any Lender that is a U.S. Person shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), executed copies of IRS Form W‑9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), whichever of the following is applicable:

-52-

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W‑8BEN (or W‑8BEN‑E, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W‑8BEN (or W‑8BEN‑E, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W‑8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W‑8BEN (or W‑8BEN‑E, as applicable); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W‑8IMY, accompanied by IRS Form W‑8ECI, IRS Form W‑8BEN (or W‑8BEN‑E, as applicable), a U.S. Tax Compliance Certificate, IRS Form W‑9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or the Administrative Agent such

-53-

documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Administrative Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds. If any party determines, in its reasonable discretion, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out‑of‑pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after‑Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 3.02. Illegality TC "Section 3.02. Illegality" \f C \l "2" . (a) If any Lender determines that any Law has made it unlawful, or that any Governmental Authority that is a court, statutory board or commission has asserted that it is unlawful, for any Lender or its Applicable Lending Office to make, maintain or fund the Loans (and, in the reasonable opinion of such Lender, the designation of a different lending office would either not avoid such unlawfulness or would be materially disadvantageous to such Lender), then such Lender shall promptly notify Borrower thereof following which (a) the Lender’s Commitment shall be suspended until such

-54-

time as such Lender may again make and maintain the Loans hereunder and (b) if such Law shall so mandate, the Loans held by such Lender shall be prepaid by Borrower on or before such date as shall be mandated by such Law in an amount equal to 100% of the aggregate principal amount of Loans held by such Lender, plus any accrued but unpaid interest on the aggregate principal amount of the Loans being prepaid.

(b) If any provision of this Agreement or any of the other Loan Documents would obligate Borrower to make any payment of interest with respect to the Facility or other amount payable to the Administrative Agent or any Lender in an amount or calculated at a rate which would be prohibited by any Law then, notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by any applicable law or so result in a receipt by the Administrative Agent or such Lender of interest with respect to its Loans and Commitments at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:

(i) first, by reducing the amount or rate of interest required to be paid to the Administrative Agent or the affected Lender under Section 2.05; and

(ii) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Administrative Agent or the affected Lender which would constitute interest with respect to the Loans or Commitments for purposes of any applicable law.

Section 3.03. Increased Cost and Reduced Return; Capital Adequacy TC "Section 3.03. Increased Cost and Reduced Return; Capital Adequacy" \f C \l "2" . (a) If any Lender reasonably determines that as a result of any Change in Law there shall be any increase in the cost to such Lender agreeing to make, making or maintaining any Loan, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.03(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (iii) Other Connection Taxes), then from time to time within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender reasonably determines that the introduction of any Law regarding (i) capital adequacy or any change therein or in the interpretation thereof or (ii) liquidity requirement, or in each case any change therein or in the interpretation thereof with which such Lender (or its Applicable Lending Office) is required to comply, in each case after the date hereof, would have the effect of reducing the rate of return on the capital of such Lender, or any corporation controlling such Lender, to a level below that which such Lender, or the corporation controlling such Lender, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of any corporation controlling such Lender with respect to capital adequacy) as a consequence of such Lender’s obligations hereunder, then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced

-55-

rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.04), Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

(c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.03 shall not constitute a waiver of such Lender’s right to demand such compensation.

(d) If any Lender requests compensation under this Section 3.03, then such Lender will, if requested by Borrower, use commercially reasonable efforts to designate another Applicable Lending Office for any Loan affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Applicable Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided further that nothing in this Section 3.03(d) shall affect or postpone any of the Obligations of Borrower or the rights of such Lender pursuant to Section 3.03(a), (b) or (c).

Section 3.04. Matters Applicable to All Requests for Compensation TC "Section 3.04. Matters Applicable to All Requests for Compensation" \f C \l "2" . The Administrative Agent or any Lender claiming compensation under this Article III shall deliver a certificate to Borrower setting forth the additional amount or amounts to be paid to it hereunder, which shall be conclusive absent manifest error. In determining such amount, the Administrative Agent or such Lender, as the case may be, may use any reasonable averaging and attribution methods. With respect to any Lender’s claim for compensation under Section 3.01, Section 3.02 or Section 3.03, Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies Borrower of the event that gives rise to such claim; provided that if the circumstance giving rise to such claim is retroactive, then such 180‑day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 3.05. Survival TC "Section 3.05. Survival" \f C \l "2" . All of Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

Article IV

Conditions Precedent TC "Article IV Conditions Precedent" \f C \l "1"

Section 4.01. Conditions to the Effective Date TC "Section 4.01. Conditions to the Effective Date" \f C \l "2" . The obligation of each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party, and each in form and substance satisfactory to the Administrative Agent and its legal counsel:

-56-

(i) duly executed counterparts of this Agreement, the Guaranty, the Securities Pledge Agreement, each Security Agreement Supplement, each Intellectual Property Security Agreement Supplement, and the other Loan Documents by each Loan Party, the Administrative Agent, the Collateral Agent and Lenders, as applicable;

(ii) such certificates or resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date;

(iii) (A) Organization Documents of each Loan Party and (B) good standing certificates or certificates of status, as applicable, as of a date reasonably proximate to the Effective Date, from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation;

(iv) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Effective Date after giving effect to the Transaction and the other transactions contemplated hereby and thereby, from the chief financial officer of the Parent in substantially the form of Exhibit I hereto;

(v) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Collateral Agent with respect to the Loan Parties together with evidence that, upon satisfaction of the conditions precedent contained in any applicable payoff letters, all existing Liens (other than Permitted Liens) will be terminated and released and all actions required to terminate and release such Liens have been satisfactorily taken or will be capable of being satisfactorily undertaken substantially simultaneously with the closing of the Transaction; and

(vi) an opinion by Dickinson Wright PLLC, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.

(b) As of the Effective Date, after giving effect to the Transaction, the Loan Parties will have no indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b). All amounts due or outstanding in respect of the Fast Pay Indebtedness and any other Indebtedness other than the Facility and any Surviving Indebtedness specified on Schedule 7.03(b) shall have been repaid in full, all commitments (if any) in respect thereof terminated, all guarantees (if any) thereof discharged and released and all security therefor (if any) released, together with all fees and other amounts owing thereon, or documentation in form and substance reasonably satisfactory to the Administrative Agent to effect such release upon such repayment and termination shall have been delivered to the Administrative Agent.

-57-

(c) In order to create in favor of Collateral Agent, for the benefit of the Lenders, a valid, perfected first priority security interest in the personal property Collateral, Collateral Agent shall have received:

(i) (A) to the extent applicable, updated schedules to this Agreement and (B) evidence satisfactory to Collateral Agent of the compliance by each Loan Party of their obligations under the Collateral Documents (including, without limitation, their obligations to authorize or execute, as the case may be, and deliver UCC financing statements, originals of securities, instruments and chattel paper, deposit account control agreements and any agreements governing securities accounts as provided therein);

(ii) a completed Collateral Questionnaire dated as of the Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Loan Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and

(iii) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (i) a landlord personal property collateral access agreement executed by the landlord of any leasehold property and by the applicable Loan Party, and (ii) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 7.03(i)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent.

(d) The CL Media Acquisition Agreement shall have become effective and Parent shall have purchased 100% of the Equity Interests of Borrower.

(e) The Administrative Agent shall have received reasonably satisfactory evidence of insurance required to be maintained pursuant to Section 6.07 and the Collateral Agent shall be named as an additional loss payee and additional insured, as applicable, thereunder.

(f) The representations and warranties of Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Effective Date (before and after giving effect to any Credit Extension made or deemed made on the Effective Date); provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material

-58-

respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(g) No Default or Event of Default exists or would result from the Credit Extension made or deemed made on the Effective Date or from the application of the proceeds therefrom.

(h) The Lenders shall have received on or prior to the Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and customary management background checks, in order to allow the Lenders to comply therewith, in each case, to the extent requested at least five (5) Business Days prior to the Closing Date.

Article V

Representations and Warranties TC "Article V Representations and Warranties" \f C \l "1"

Borrower represents and warrants to the Agents and the Lenders that:

Section 5.01. Existence, Qualification and Power; Compliance with Laws TC "Section 5.01. Existence, Qualification and Power; Compliance with Laws" \f C \l "2" . Each Loan Party and each of its Subsidiaries (a) is duly incorporated, organized or formed, and validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (to the extent such concept exists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted, except, with respect to the foregoing clauses (c), (d) and (e), as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Section 5.02. Authorization; No Contravention TC "Section 5.02. Authorization; No Contravention" \f C \l "2" . The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, (a) are within such Loan Party’s corporate or other powers, (b) have been duly authorized by all necessary corporate or other organizational action, and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) except as set forth on Schedule 5.02, conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as

-59-

permitted by Section 7.01), or require any payment to be made under (x) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (z) any Material Agreement, or (iii) violate any material applicable Law.

Section 5.03. Governmental Authorization; Other Consents TC "Section 5.03. Governmental Authorization; Other Consents" \f C \l "2" . No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Collateral Agent, the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which are set forth on Schedule 5.03 or have been duly obtained, taken, given or made and are in full force and effect and (iii) such approvals, consents, exemptions, authorizations, actions, notices and filings the failure to obtain or make would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any competent authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

Section 5.04. Binding Effect TC "Section 5.04. Binding Effect" \f C \l "2" . This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

Section 5.05. No Material Adverse Effect TC "Section 5.05. No Material Adverse Effect" \f C \l "2" . Since December 31, 2019, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

Section 5.06. Litigation TC "Section 5.06. Litigation" \f C \l "2" . There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or its Subsidiaries, including any Environmental Action, pending or threatened before any Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction.

-60-

Section 5.07. Ownership of Property; Liens TC "Section 5.07. Ownership of Property; Liens" \f C \l "2" . (a) Each Loan Party and its Subsidiaries is the legal and beneficial owner of the Collateral pledged by it free and clear of any Lien, except for Permitted Liens.

(b) Each Loan Party and each of its Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property used in the ordinary conduct of its business, free and clear of all Liens except for defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Permitted Liens and except where the failure to have such title or other interest would not reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 5.07(b) hereto is a complete and accurate list of all real property owned by any Loan Party or any of its Subsidiaries, showing, as of the date hereof, the street address, state and any other relevant jurisdiction, record owner and fair market value. Set forth on Schedule 5.07(b) hereto is a complete and accurate list of all leases of real property under which any Loan Party or any Subsidiary is the tenant, showing as of the date hereof the street address, state and any other relevant jurisdiction, parties thereto, sublessee (if any), expiration date and annual base rental cost thereof.

(c) Except for the properties set forth on Schedule 5.07(b), as of the Effective Date, no Loan Party or any of its Subsidiaries owns or leases any Material Real Property.

Section 5.08. Perfection of Security Interests TC "Section 5.08. Perfection of Security Interests " \f C \l "2" . Upon the making of the filings and taking of the other actions set forth on Schedule 5.08, all filings and other actions necessary to perfect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected security interest in the Collateral, securing the payment of the Secured Obligations, and having priority over all other Liens on the Collateral except in the case of (a) non‑consensual Liens permitted under Section 7.01, to the extent any such Liens would have priority over the Liens in favor of the Collateral Agent pursuant to any applicable Law and (b) Liens not required to be perfected by control or possession pursuant to the Collateral and Guaranty Requirement to the extent that all filings and other actions necessary or desirable to perfect such security interest have been duly taken.

Section 5.09. Reserved TC "Section 5.09. Reserved" \f C \l "2" .

Section 5.10. Taxes TC "Section 5.10. Taxes" \f C \l "2" . (a) Each of the Loan Parties has timely filed all income and all other material tax returns and reports required to be filed, and has timely paid all Taxes (whether or not shown on such tax returns or reports) and all other amounts of federal, provincial, state, municipal, 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 set forth on Schedule 5.10 or are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP.

-61-

(b) Except as set forth on Schedule 5.10 or as would not, individually or in the aggregate, be reasonably likely to result in liability to any Loan Party in excess of the Threshold Amount, (i) there are no claims being asserted in writing with respect to any amounts of taxes, (ii) there are no presently effective waivers or extensions of statutes in writing with respect to any amounts of taxes, and (iii) no tax returns are being examined by, and no written notification of intention to examine has been received from, the Internal Revenue Service or any other taxing authority, in each case, with respect to the Loan Parties.

(c) No Loan Party is party to any tax sharing agreement other than with an Affiliate included in a consolidated or combined tax return, provided that any such tax sharing agreement shall be subject to the restrictions in Section 7.08.

Section 5.11. Compliance with ERISA TC "Section 5.11. Compliance with ERISA" \f C \l "2" . (a) Each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws, except as is not, either individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

(b) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) none of the Loan Parties or any of their Subsidiaries has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 et seq. or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) none of the Loan Parties has engaged in a transaction that would be subject to Section 4069 or 4212(c) of ERISA, except, in each case, which would not be reasonably likely to result in liability to any Loan Party in excess of the Threshold Amount.

Section 5.12. Labor Matters TC "Section 5.12. Labor Matters" \f C \l "2" . There are no strikes pending or threatened against the Loan Parties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, be reasonably likely to result in liability to any Loan Party in excess of the Threshold Amount, the (i) hours worked and payments made to employees of the Loan Parties have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Law dealing with such matters and (ii) all material payments due from the Loan Parties or for which any claim may be made against the Loan Parties, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Loan Parties to the extent required by GAAP. The consummation of the Transaction will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party (or any predecessor) is bound, other than collective bargaining agreements that, individually or in the aggregate, are not material to the Loan Parties.

Section 5.13. Insurance TC "Section 5.13. Insurance" \f C \l "2" . The assets and properties of the Loan Parties and their Subsidiaries are insured in the manner contemplated by Section 6.07.

Section 5.14. Subsidiaries; Equity Interests TC "Section 5.14. Subsidiaries; Equity Interests" \f C \l "2" . As of the date hereof and the date of delivery of any supplemental Schedules

-62-

pursuant to Section 6.02(c) and Section 6.11, none of the Loan Parties have any Subsidiaries other than those specifically disclosed in Schedule 5.14, and all of the outstanding Equity Interests in each such Person and each such Subsidiary have been validly issued, are fully paid and non‑assessable. As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Section 6.02(c) and Section 6.11, Schedule 5.14 (a) sets forth the name and jurisdiction of organization of each Subsidiary of each of the Loan Parties, (b) sets forth the ownership interest of each Loan Party and each of its Subsidiaries in each of their respective Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged pursuant to the Collateral and Guaranty Requirement and Section 6.11.

Section 5.15. Margin Regulations; Investment Company Act; PATRIOT Act TC "Section 5.15. Margin Regulations; Investment Company Act; PATRIOT Act" \f C \l "2" . (a) None of the Loan Parties or any of their Subsidiaries is engaged nor will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowing will be used for any purpose that violates Regulation U issued by the FRB.

(b) None of the Loan Parties or any of their Subsidiaries or any Person controlling such Loan Party or any of its Subsidiaries is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

(c) None of the Loan Parties or any of their Subsidiaries is in material violation of any applicable laws relating to money laundering, including the PATRIOT Act, or terrorism, including Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001, and the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R. Subtitle B, Chapter V, as amended), or any enabling legislation or executive order relating thereto. None of the Loan Parties or any of their Subsidiaries has used or shall use the proceeds of the Loans in violation of any of the foregoing statutes.

(d) No Loan Party (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner that violates Section 2 of such executive order, or (iii) is a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to blocking or specific trade restrictions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or implementing executive order.

Section 5.16. Disclosure TC "Section 5.16. Disclosure" \f C \l "2" . No report, financial statement, certificate or other written information furnished by or on behalf of the Loan Parties to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains when furnished any material misstatement of fact or omits to state any material fact necessary to make

-63-

the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that with respect to projections and other forward‑looking information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material. There are no facts known (or which should upon the reasonable exercise of diligence be known) to Borrower (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby.

Section 5.17. Intellectual Property TC "Section 5.17. Intellectual Property" \f C \l "2" . As of the date hereof and the date of delivery of any supplemental Schedules pursuant to Section 6.02(c) and Section 6.11, set forth on Schedule 5.17 is a complete and accurate list of all Registered patents, trademarks, service marks, domain names and copyrights, owned by the Loan Parties as of such date, showing as of such date the jurisdiction in which each such item of Registered Intellectual Property is registered or in which an application is pending and the registration or application number. Each Loan Party owns or has the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, know‑how, technology and other intellectual property recognized under applicable Law (collectively, “Intellectual Property”) that are material to the operation of their respective businesses as currently conducted and, to the knowledge of the Loan Parties, the use of such Intellectual Property by such Person or the operation of their respective businesses is not infringing upon any Intellectual Property rights held by any other Person except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Section 5.18. Solvency TC "Section 5.18. Solvency" \f C \l "2" . After giving effect to the Transaction and the other transactions contemplated hereby, the Loan Parties are, on a consolidated basis, Solvent.

Section 5.19. Material Agreements TC "Section 5.19. Material Agreements" \f C \l "2" . Schedule 5.19 contains a true, correct and complete list of all the Material Agreements in effect on the Effective Date, which, together with any updates provided pursuant to Section 6.03(l), are in full force and effect and, to Borrower’s knowledge, no defaults currently exist thereunder (other than as described in Schedule 5.19 or in such updates).

Section 5.20. Big Village Transactions TC "Section 5.20. Big Village Transactions" \f C \l "2" .

(a) The Big Village Acquisition has been consummated pursuant to the terms of the Big Village Purchase Documents and in compliance in all material respects with all applicable laws. The Loan Parties have provided to the Administrative Agent complete copies of the Big Village Purchase Documents, including all schedules, exhibits and disclosure letters referred to therein or delivered pursuant thereto, if any, and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the term thereof. None of such agreements and documents has been amended or supplemented, nor have any of the provisions thereof which are material to the

-64-

interests of the Lenders, been waived, except pursuant to a written agreement which has heretofore been delivered to the Administrative Agent.

(b) All transactions contemplated by the Big Village Chapter 11 Sale Order to be consummated on the Seventeenth Amendment Effective Date have been consummated. The Loan Parties have provided to the Administrative Agent complete copies of the Big Village Chapter 11 Sale Documents, including all schedules, exhibits and disclosure letters referred to therein or delivered pursuant thereto, if any, and all amendments thereto, waivers relating thereto and other side letters or agreements affecting the term thereof. None of such agreements and documents has been amended or supplemented, nor have any of the provisions thereof which are material to the interests of the Lenders, been waived, except pursuant to a written agreement which has heretofore been delivered to Agent.

Article VI

Affirmative Covenants TC "Article VI Affirmative Covenants" \f C \l "1"

So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, each Loan Party shall and shall cause each Subsidiary to:

Section 6.01. Financial Statements TC "Section 6.01. Financial Statements" \f C \l "2" . Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) Monthly Financial Statements. As soon as available, and in any event within thirty (30) days after the end of each Fiscal Month of each Fiscal Year (including the Fiscal Month ending December 31, 2021, and beginning with the Fiscal Month ending May 31, 2021), the consolidated and consolidating balance sheets of Parent and its Subsidiaries as at the end of such Fiscal Month and the related consolidated (and with respect to statements of income, consolidating) statements of income, Shareholders’ Equity and cash flows of Parent and its Subsidiaries for such Fiscal Month, a statement of profits and losses organized by business unit for such Fiscal Month, and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Month and a Narrative Report with respect thereto and any other operating reports prepared by management for such period;

(b) Quarterly Financial Statements. As soon as available, and in any event within forty-five (45) days after the end of each Fiscal Quarter of each Fiscal Year (including the fourth Fiscal Quarter) (other than in respect of the Fiscal Quarters ending September 30, 2021, in which case, sixty (60) days), the consolidated and consolidating balance sheets of Parent and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income, Shareholders’ Equity and cash flows of Parent and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter and a Narrative Report with respect thereto and any other operating reports prepared by management for such period; provided that, Parent’s filing

-65-

of a Quarterly Report on Form 10-Q with the SEC shall be deemed to satisfy the requirements of this Section 6.01(b) on the date on which such report is first available via the SEC’s EDGAR system or a successor system related thereto; and

(c) Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year (other than in respect of the Fiscal Year ending December 31, 2020, in which case no later than September 30, 2021), (i) the consolidated and consolidating balance sheets of Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, Shareholders’ Equity and cash flows of Parent and its Subsidiaries for such Fiscal Year and a Narrative Report with respect thereto and any other operating reports prepared by management for such period; and (ii) with respect to such consolidated financial statements a report thereon of an independent certified public accountants of recognized national standing selected by Parent, and reasonably satisfactory to Administrative Agent, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of the Loan Documents and (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (such report shall also include (x) a detailed summary of any audit adjustments; (y) a reconciliation of any audit adjustments or reclassifications to the previously provided monthly or quarterly financials; and (z) restated monthly or quarterly financials for any impacted periods); provided that, Parent’s filing of a Yearly Report on Form 10-K with the SEC shall be deemed to satisfy the requirements of this Section 6.01(c) on the date on which such report is first available via the SEC’s EDGAR system or a successor system related thereto.

Section 6.02. Certificates; Reports; Other Information TC "Section 6.02. Certificates; Reports; Other Information" \f C \l "2" . Promptly deliver to the Administrative Agent for further distribution to each Lender:

(a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties;

(b) promptly after the receipt or furnishing thereof, copies of any material requests or material notices received by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount;

-66-

(c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement;

(d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; and

(e) true and complete copies of other material documents delivered or received by Parent or any other Loan Party pursuant to the terms of the Big Village Purchase Documents.

Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EDGAR system or a successor system related thereto.

Section 6.03. Notice Requirements; Other Information TC "Section 6.03. Notice Requirements; Other Information" \f C \l "2" . (i) Promptly after a Responsible Officer obtains knowledge thereof, notify the Administrative Agent of each of the following events or circumstances, and, (ii) as soon as available, provide to the Administrative Agent, for prompt further distribution to each Lender, the following information and documents:

(a) the occurrence of any Default, which notice shall specify the nature thereof, the period of existence thereof and what action Borrower has taken or proposes to take with respect thereto;

(b) the occurrence of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect;

(c) the commencement of, or any material development in, any litigation or governmental proceeding (including without limitation pursuant to any applicable Environmental Law) pending against any Loan Party that would reasonably be expected to be determined adversely and, if so determined, to result in a Material Adverse Effect;

-67-

(d) the occurrence of any ERISA Event above the Threshold Amount or the breach of any representation in Section 5.12;

(e) the occurrence of any event triggering a Collateral and Guaranty Requirement under Section 6.11;

(f) any information with respect to environmental matters as required by Section 6.04(b);

(g) copies of all notices, requests and other documents received by any Loan Party or any of its Subsidiaries under or pursuant to any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and copies of any amendment, modification or waiver of any provision of any such instrument, indenture, loan or credit or similar agreement relating to any Indebtedness in excess of the Threshold Amount and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar agreements relating to any Indebtedness in excess of the Threshold Amount as the Administrative Agent may reasonably request;

(h) a tax event or liability not previously disclosed in writing by Borrower to the Administrative Agent which would reasonably be expected to result in a breach of Section 5.10, together with any other information as may be reasonably requested by the Administrative Agent to enable the Administrative Agent to evaluate such matters;

(i) any change (i) in any Loan Party’s corporate name, (ii) any Loan Party’s identity and corporate structure, (iii) any Loan Party’s taxpayer identification number or (iv) any Loan Party’s location. Borrower agrees that it will not, and will not permit Parent or any of its Subsidiaries to, permit or make any change referred to in this Section 6.03(j) unless it has notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Security Agreement Supplement, Securities Pledge Agreement Supplement and/or other security agreements requested by Collateral Agent in writing at least twenty (20) days prior to any such change or establishment, identifying such new proposed corporate name, identity, corporate structure, tax identification number or location of business and providing such other information in connection therewith as the Collateral Agent may reasonably request;

(j) immediately upon the discovery of any inaccuracy, miscalculation or misstatement contained in any certificate provided for any period that affects any financial or other calculations, representations or warranties or other statements impacting any provision of this Agreement and any other Loan Document in any material respect, notice of such inaccuracy, miscalculation or misstatement together with an updated certificate including the corrected information, calculation or statement, as applicable;

-68-

(k) each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 6.01(c), Borrower shall deliver to Collateral Agent an officer’s certificate either (i) confirming that there has been no change in such information since the date of the Collateral Questionnaire delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes, or (ii) certifying that all UCC financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified in the Collateral Questionnaire or pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Documents for a period of not less than eighteen (18) months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period); and

(l) notice of any (i) default (after giving effect to any grace periods) under or termination of, (ii) amendment, restatement or other modification to, or (iii) any notice in connection with, the Big Village Transition Services Agreement.

Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.03 with the SEC shall be deemed to satisfy the requirements of this Section 6.03 on the date on which such report is first available via the SEC’s EDGAR system or a successor system related thereto.

Section 6.04. Environmental Matters TC "Section 6.04. Environmental Matters" \f C \l "2" . (a) To the extent the failure to do so would be reasonably likely, individually or in the aggregate, to result in liability to any Loan Party in excess of the Threshold Amount, (i) comply and cause each of its Subsidiaries and take all commercially reasonable efforts to cause all lessees and other Persons operating or occupying any Material Real Property to comply with all applicable Environmental Laws and Environmental Permits; (ii) obtain and renew, and cause each of its Subsidiaries to obtain, maintain and timely renew, all Environmental Permits required under Environmental Laws for its operations and properties; and (iii) conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action required to remove and clean up all Releases or threatened Releases of Hazardous Materials from any of its properties, as required under, and in accordance with the requirements of all Environmental Laws; provided, however, that none of the Loan Parties shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and, to the extent required by GAAP, appropriate reserves are being maintained with respect to such circumstances.

(b) Environmental Reporting Requirements. Promptly, and in any event within ten (10) Business Days, after a Responsible Officer obtains knowledge thereof, notify the Administrative Agent of or, deliver to the Administrative Agent, for further distribution to each Lender copies of any and all material, non‑privileged written communications and material, non‑privileged documents concerning:

-69-

(i) any Environmental Action against or of any non‑compliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that would (1) reasonably be expected to result in a liability to any Loan Party in excess of the Threshold Amount or (2) cause any Mortgaged Properties to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law;

(ii) to the extent any of the following is reasonably expected to result in a liability to any Loan Party in excess of the Threshold Amount: (1) any occurrence of any release or threatened release of Hazardous Materials required to be reported to any Governmental Authority under applicable Environmental Law, (2) any remedial actions taken by any Loan Party or its Subsidiaries in respect of any such release or threatened release that would reasonably be expected to result in an Environmental Action or (3) the Loan Parties’ discovery of any occurrence of or condition on any real property adjoining or in the vicinity of any site or facility that would be reasonably expected to cause such site or facility or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;

(iii) to the extent reasonably expected to result in a liability to any Loan Party in excess of the Threshold Amount, any action proposed to be taken by any Loan Party to modify current operations in a manner that would reasonably be expected to subject the Loan Parties to any material additional obligations or requirements under Environmental Laws;

(iv) the good faith belief that a release of Hazardous Materials, or a violation of Environmental Law reasonably likely to result in a fine or penalty in excess of the Threshold Amount, has occurred on or after the Effective Date, and within sixty (60) days after such request and at the expense of Borrower, any additional environmental site assessment reports for any of its or its Subsidiaries’ properties described in such request prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of such Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any such Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may, with prior written notice to Borrower, retain an environmental consulting firm to prepare such report at the expense of Borrower, and Borrower hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grants at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof, the right, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment; and

(v) any such other documents and information related to the matters referenced in the foregoing clauses (i) through (iv) as the Administrative Agent may reasonably request from time to time.

-70-

Section 6.05. Maintenance of Existence TC "Section 6.05. Maintenance of Existence" \f C \l "2" . (a) Preserve, renew and maintain in full force and effect its legal existence, structure and name under the Laws of the jurisdiction of its organization and (b) take all commercially reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except pursuant to a transaction permitted by Section 7.04 and Section 7.05.

Section 6.06. Maintenance of Properties TC "Section 6.06. Maintenance of Properties" \f C \l "2" . To the extent the failure to do so would be reasonably likely to have a Material Adverse Effect, maintain, preserve and protect all of its material properties and equipment that are used or useful in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and make all commercially reasonable and appropriate repairs, renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof.

Section 6.07. Maintenance of Insurance TC "Section 6.07. Maintenance of Insurance" \f C \l "2" . Maintain or cause to be maintained, with insurers rated a minimum of A- VII by AM Best, (i) business interruption insurance (including, without limitation, cyber security breach and cyber systems failure coverage), (ii) management and employment practices liability with coverage not less than $4,000,000 per event of occurrence, and (iii) casualty insurance, such public liability insurance, third party property damage insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Borrower and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as may be reasonably acceptable to the Administrative Agent. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Lenders as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance policy, contain a standard loss payable clause or endorsement that names Collateral Agent, on behalf of Secured Parties, as the loss payee thereunder and provides for at least thirty (30) days’ prior written notice to Collateral Agent of any cancellation of such policy.

Section 6.08. Compliance with Laws TC "Section 6.08. Compliance with Laws" \f C \l "2" . Comply with the requirements of all Laws and all orders, writs, injunctions, decrees and judgments applicable to it or to its business or property, except where such non‑compliance is not, either individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Section 6.09. Books and Records TC "Section 6.09. Books and Records" \f C \l "2" . Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and as are sufficient to permit the preparation of financial statements in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties, as the case may be.

Section 6.10. Inspection Rights/Lender Meetings TC "Section 6.10. Inspection Rights/Lender Meetings" \f C \l "2" . (a) Permit representatives of the Administrative Agent to visit and inspect any properties of the Loan Parties and to discuss its affairs, finances and accounts

-71-

with its directors, officers, and independent public accountants, all at the reasonable expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower.

(b) Borrower will schedule telephonic or in‑person conferences among the Administrative Agent, the Lenders and the chief financial officer or head of finance and chief executive officer of Borrower to be held at such location as may be agreed to by Borrower and Administrative Agent at such time as may be agreed to by Borrower and Administrative Agent.

Section 6.11. Covenant to Guaranty Obligations and Give Security TC "Section 6.11. Covenant to Guaranty Obligations and Give Security" \f C \l "2" . Upon (x) the formation or acquisition of any new direct or indirect Subsidiary by any Loan Party or (y) the acquisition of any property by any Loan Party, and such property, in the sole judgment of the Collateral Agent, shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties, then each Loan Party shall, in each case at such Loan Party’s expense:

(a) in connection with the formation or acquisition of a Subsidiary, within thirty (30) days after such formation or acquisition (or such longer period as the Collateral Agent may agree in its sole discretion), cause each such Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guaranty Requirement, to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents,

(b) within thirty (30) days after (or such longer period as the Collateral Agent may agree in its sole discretion) such formation or acquisition, furnish to the Collateral Agent a description of the Material Real Properties and material personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guaranty Requirement or the Material Real Property and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent,

(c) within thirty (30) days after (or such longer period as the Collateral Agent may agree in its sole discretion) (i) the acquisition of property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Collateral Agent such additional pledges, assignments, Security Agreement Supplements, Securities Pledge Agreement Supplements, Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a joinder agreement or supplement to the Securities Pledge Agreement (a “Securities Pledge Agreement Supplement”), a joinder agreement or supplement to the Security Agreement (a “Security Agreement Supplement”) or a joinder agreement or supplement to the Intellectual Property Security Agreement (an “Intellectual Property Security Agreement Supplement”) shall be effected in such manner), as reasonably specified by, and in form and substance reasonably satisfactory to the Collateral Agent, in each case securing payment of all the Obligations of such Loan Party under the Loan

-72-

Documents and granting Liens on all such properties and (ii) such formation or acquisition of any new Subsidiary that is required to become a Guarantor under the Collateral and Guaranty Requirement, duly execute and deliver and cause such Subsidiary that is required to become a Guarantor under the Collateral and Guaranty Requirement and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Agreement Supplement or Intellectual Security Agreement Supplement shall be effected in such manner) as reasonably specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, in each case securing payment of all of the Obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents and granting Liens on all properties of such new Subsidiary,

(d) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guaranty Requirement to take or cause to be taken, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may reasonably be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected (subject to the Collateral and Guaranty Requirement) Liens on the properties purported to be subject to the pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and security agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms,

(e) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, deliver to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion in customary form, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Collateral Agent addressing such matters as the Collateral Agent may reasonably request,

(f) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guaranty Requirement to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guaranty Requirement to take, all such other action as the Collateral Agent may reasonably deem necessary or desirable to satisfy the Collateral and Guaranty Requirement in obtaining the full benefits of, or in perfecting and preserving the Liens granted pursuant to (as applicable), such guaranties, Mortgages, pledges,

-73-

assignments, Security Agreement Supplements, Intellectual Property Security Agreement supplements and security agreements, and

(g) after the Effective Date, promptly within ninety (90) days after (x) the acquisition of any Material Real Property by any Loan Party or (y) the formation or acquisition of any new direct or indirect Subsidiary that owns any Material Real Property, in each case if such Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guaranty Requirement, Borrower to give notice thereof to the Collateral Agent and as soon as practicable thereafter, to the extent commercially feasible, cause such Material Real Property to be subjected to a Lien to the extent required by the Collateral and Guaranty Requirement, and otherwise satisfy the Collateral and Guaranty Requirement with respect to such Material Real Property, and take, or cause the relevant Loan Party to take, such actions as shall be reasonably necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien.

Section 6.12. Use of Proceeds TC "Section 6.12. Use of Proceeds" \f C \l "2" . The proceeds of (i) the Initial Loans shall be used in connection with the Transaction, (ii) the 2021 Loans and First Out Loans shall be used solely for working capital purposes, (iii) the Seventeenth Amendment Term Loans shall be used solely (A) to finance a portion of the funds necessary for the Loan Parties to consummate the Big Village Acquisition, including, including the repayment of the Big Village Chapter 11 Deposit or any refinancing of Indebtedness incurred in connection therewith, (B) to pay cure claims related to assumed and assigned executory Contractual Obligations in connection with the Big Village Transactions, (C) to fund the payment of the fees and expenses (including the funding of the OID) incurred in connection with the extension of Seventeenth Amendment Term Loan Commitments under this Agreement, the Big Village Transactions and any of the foregoing, and (D) to fund cash on the balance sheet of the Borrower, and (iv) the Twenty-First Amendment Term Loans shall be used solely to finance the funds necessary for the Loan Parties secure the Ladenburg Supersedes Bond on or about the Twenty-First Amendment Effective Date or fund any amounts payable thereunder.

Section 6.13. Further Assurances TC "Section 6.13. Further Assurances" \f C \l "2" . At any time or from time to time upon the request of Administrative Agent or Collateral Agent, each Loan Party will, at its expense:

(a) correct, and cause each of its Subsidiaries promptly to correct, any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof;

(b) do, execute, acknowledge, deliver, record, re‑record, file, re‑file, register and re‑register any and all such further acts, deeds, conveyances, pledge agreements, Mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, collateral access agreements, assurances and other instruments as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (w) carry out more effectively the purposes of the Loan Documents, (x) to the fullest extent permitted

-74-

by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (y) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (z) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so;

(c) use commercially reasonable efforts to cause any third parties to deliver or cause to be delivered such documents and instruments necessary, in the applicable Agent’s reasonable discretion, to create, perfect and protect the security interests of the Secured Parties in the Collateral, subject to the express limitations of the Collateral and Guaranty Requirement; and

(d) use commercially reasonable efforts to obtain the applicable consents to security interests in assets in which the granting of a security interest is prohibited by applicable law or agreements containing anti‑assignment clauses (it being understood that the Loan Parties shall not be required to commence litigation or expend any sums of money (except reasonable expenses in obtaining such consents) to obtain such consents).

Section 6.14. Taxes TC "Section 6.14. Taxes" \f C \l "2" . (a) Pay and discharge, and cause each of its Subsidiaries to pay and discharge, all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, which, if unpaid when due and payable, may reasonably be expected to become a tax Lien upon any properties of the Loan Parties not otherwise permitted under this Agreement; provided that no Loan Party shall be required to pay any such Tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP unless and until any tax Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

(b) With respect to Parent, be classified as a corporation for United States federal income tax purposes.

Section 6.15. End of Fiscal Years; Fiscal Quarters TC "Section 6.15. End of Fiscal Years; Fiscal Quarters" \f C \l "2" . Cause (i) its Fiscal Year to end on or about December 31 of each calendar year and (ii) its Fiscal Quarters to end on or about March 31, June 30, September 30 and December 31 of each calendar year, in each case unless otherwise approved by the Administrative Agent.

Section 6.16. ERISA TC "Section 6.16. ERISA" \f C \l "2" . Deliver to the Administrative Agent:

-75-

(a) ERISA Events and ERISA Reports (i) promptly and in any event within ten (10) days after any Loan Party knows or has reason to know that any ERISA Event has occurred, a statement of a Responsible Officer of Borrower describing such ERISA Event and the action, if any, that such Loan Party has taken and proposes to take with respect thereto and (ii) within ten (10) days of the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information;

(b) Plan Terminations. Promptly and in any event within two (2) Business Days after receipt thereof by any Loan Party, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan.

(c) Plan Annual Reports. Promptly and in any event within thirty (30) days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan.

(d) Multiemployer Plan Notices. Promptly and in any event within five (5) Business Days after receipt thereof by any Loan Party from the sponsor of a Multiemployer Plan, copies of each notice concerning (i) the imposition of Withdrawal Liability by any such Multiemployer Plan, (ii) the reorganization or termination, or a determination that such Multiemployer Plan is in endangered or critical status, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (iii) the amount of liability incurred, or that may be incurred, by such Loan Party in connection with any event described in clause (i) or (ii).

Section 6.17. SBA PPP Loan TC "Section 6.17. SBA PPP Loan" \f C \l "2" . Borrower shall use all of the proceeds of the SBA PPP Loan exclusively for the CARES Allowable Uses in the manner required under the CARES Act. Borrower shall (A) maintain all records required to be submitted in connection with the forgiveness of the SBA PPP Loan, (B) apply for forgiveness of the SBA PPP Loan in accordance with regulations implementing Section 1106 of the CARES Act and (C) provide the Administrative Agent with a copy of its application for forgiveness and all supporting documentation required by the SBA or the SBA PPP Loan lender in connection with the forgiveness of the SBA PPP Loan.

Section 6.18. Post-Closing Obligations TC "Section 6.18. Post-Closing Obligations" \f C \l "2" . Deliver to the Administrative Agent:

(a) Within sixty (60) days after the Effective Date, the Loan Parties shall deliver to the Collateral Agent a fully executed Control Agreement, in form and substance reasonably satisfactory to the Collateral Agent, for each Deposit Account maintained.

(b) Within sixty (60) days after the Effective Date, the Loan Parties shall use commercially reasonable efforts to deliver to the Collateral Agent a fully executed landlord personal property collateral access agreement, in each case in form and substance reasonably satisfactory to the Collateral Agent, executed by each landlord of any leasehold property and by the applicable Loan Party.

-76-

(c) Within sixty (60) days after the Effective Date, the Loan Parties shall deliver to the Collateral Agent the endorsements to insurance policies required to be maintained pursuant to Section 5.13 of this Agreement.

(d) Within fourteen (14) days after the Effective Date, Parent shall have issued to Centre Lane Partners Master Credit Fund II, L.P. 2,500,000 shares of Parent’s common stock.

(e) On or prior to September 30, 2021, the Loan Parties shall, at the sole expense of the Loan Parties, assist the Collateral Agent and its counsel in completing a collateral review acceptable to the Administrative Agent in its sole discretion and the Loan Parties shall agree to make any requested changes and modifications to the Loan Documents as the Lenders may require in order to ensure the Collateral Agent has a first priority perfected and fully enforceable Lien on all assets of the Borrower and on 100% of the Equity Interests of the Borrower.

(f) On or prior to December 31, 2021, Parent shall have filed a Yearly Report on Form 10-K with the SEC in respect of the Fiscal Year ending December 31, 2020, including a restatement of Parent’s financial statements for the Fiscal Year ending December 31, 2019.

(g) On or prior to February 28, 2022, Parent shall have filed Quarterly Reports on Form 10-Q with the SEC in respect of the Fiscal Quarters ending March 31, 2021, June 30, 2021 and September 30, 2021.

(h) On or prior to November 30, 2021, Parent shall have issued to Centre Lane Partners Master Credit Fund II, L.P. (or a designated affiliate) (i) 7,500,000 shares of Parent’s common stock and (ii) the 3,000,000 shares of Parent’s common stock pledged to the Collateral Agent pursuant to Second Amendment.

Section 6.19. 2021 Preferred Stock Issuance. On or prior to December 31, 2021, Parent shall have completed the 2021 Preferred Stock Issuance on terms acceptable to the Administrative Agent in its sole discretion, including, but not limited to, the Acceptable Preferred Stock Issuance Terms.

Article VII

Negative Covenants TC "Article VII Negative Covenants" \f C \l "1"

So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, no Loan Party shall, nor shall permit any of its Subsidiaries to, directly or indirectly:

-77-

Section 7.01. Liens TC "Section 7.01. Liens" \f C \l "2" . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues (including accounts receivable), whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01(b);

(c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;

(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, suppliers, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Loan Parties and (iii) Liens securing the financing of insurance premiums (to the extent such Liens extend to the unearned premiums for such insurance);

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, indemnity, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(g) easements, rights‑of‑way, covenants, conditions, restrictions, encroachments, and other survey defects protrusions and other similar encumbrances and minor title defects affecting real property which were not incurred in connection with Indebtedness and do not in any case materially and adversely interfere with the use of the property encumbered thereby for its intended purposes;

(h) Liens securing Indebtedness permitted under Section 7.03(c); provided that (i) such Liens attach concurrently with or within one hundred twenty (120) days after the acquisition, or the completion of the construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time

-78-

encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capital Leases;

(i) [Reserved];

(j) Liens that are contractual rights of set‑off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Loan Parties or any Subsidiary (so long as such Subsidiary remains a Subsidiary) to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Loan Parties or such Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Loan Parties in the ordinary course of business;

(k) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Loan Parties in the ordinary course of business;

(l) any zoning, land‑use or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;

(m) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of Parent or its Subsidiaries or materially detract from the value of the relevant assets of the Loan Parties or their Subsidiaries or (ii) secure any Indebtedness; and

(n) the modification, replacement, renewal or extension of any Lien permitted by clause (b) of this Section 7.01; provided that (i) the Lien does not extend to any additional property other than (A) after‑acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03.

Section 7.02. Investments TC "Section 7.02. Investments" \f C \l "2" . Make any Investments, except:

(a) Investments in cash and Cash Equivalents;

-79-

(b) (i) equity Investments owned as of the Effective Date in any Subsidiary, (ii) Investments made after the Effective Date in any Loan Party, (iii) [reserved]; and (iv) [reserved];

(d) to the extent constituting Investments, Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments expressly permitted under Section 7.01, Section 7.03, Section 7.04, Section 7.05 and Section 7.06, respectively and Capital Expenditures; provided, however, that no Investments may be made solely pursuant to this Section 7.02(d);

(e) Investments existing on the date hereof and disclosed on Schedule 7.02(e) and Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment existing on the date hereof; provided that the amount of any Investment permitted pursuant to this Section 7.02(e) is not increased from the amount of such Investment on the Effective Date except pursuant to the terms of such Investment as of the Effective Date or as otherwise permitted by this Section 7.02;

(f) promissory notes and other non‑cash consideration received in connection with Dispositions permitted by Section 7.05;

(g) Investments made with the proceeds of Dispositions and Casualty Events pursuant to Sections 2.03(b)(ii) and 2.03(b)(iii); and

(h) Investments constituting Acquisitions, provided:

(i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii) in the case of an acquisition of Equity Interests, all of the Equity Interests (except for any such Equity Interests in the nature of directors’ qualifying shares required pursuant to applicable Law) acquired or otherwise issued by such Person or any newly formed Guarantor Subsidiary in connection with such Acquisition shall be owned 100% by Parent, Borrower or a Guarantor Subsidiary (except to the extent otherwise required by Laws) and Borrower shall have taken, or caused to be taken, as of the date such Equity Interests are acquired, each of the actions set forth in Section 6.11;

(iv) any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business in which Parent and/or its Subsidiaries are engaged as of the Effective Date;

-80-

(vi) the Acquisition shall have been approved by the board of directors or other governing body or controlling Person of the Person acquired or the Person from whom such assets or division is acquired;

(vii) the Administrative Agent shall have received the final documentation in connection with the Acquisition; and

(viii) the Administrative Agent and the Required Lenders shall have provided their prior written consent to the Acquisition.

Section 7.03. Indebtedness TC "Section 7.03. Indebtedness" \f C \l "2" . Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):

(a) Obligations of the Loan Parties under the Loan Documents;

(b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

(c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset;

(d) the SBA PPP Loan;

(e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or

-81-

created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self‑insurance or other Indebtedness with respect to reimbursement‑type obligations regarding workers compensation claims;

(g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP;

(h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business;

(i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) [reserved]; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent;

(j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties;

(k) [reserved];

(l) [reserved]; and

(m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion.

For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Section 7.04. Fundamental Changes TC "Section 7.04. Fundamental Changes" \f C \l "2" . Merge, dissolve, liquidate, consolidate with or into another Person, acquire or 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, except:

-82-

(a) Permitted Acquisitions;

(b) Dispositions pursuant to Section 7.05; and

(c) any Subsidiary of Parent may be merged with or into Parent or any Guarantor Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Parent or any Guarantor Subsidiary; provided, in the case of such a merger involving Borrower, Borrower shall be the continuing or surviving Person and in the case of such a merger not involving Borrower, such Guarantor Subsidiary shall be the continuing or surviving Person.

Section 7.05. Dispositions TC "Section 7.05. Dispositions" \f C \l "2" . Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of Parent and its Subsidiaries;

(b) Dispositions of inventory and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse or go abandoned in the ordinary course of business);

(c) Dispositions of property of Parent and its Subsidiaries to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased);

(d) Dispositions permitted by Section 7.02, Section 7.04, Section 7.06 and Section 7.13 and Liens permitted by Section 7.01;

(e) Dispositions in the ordinary course of business of cash and Cash Equivalents;

(f) Dispositions, the proceeds of which (i) are less than $250,000 with respect to any single Disposition or series of related Dispositions, and (ii) when aggregated with the proceeds of all other Dispositions made within the same Fiscal Year, are less than $500,000; provided (1) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of Parent (or similar governing body)), (2) no less than 100% thereof shall be paid in cash, and (3) the Net Cash Proceeds thereof shall be applied in accordance with the requirements of Section 2.03(b)(ii); and

-83-

(g) Dispositions resulting from Casualty Events; provided that the Net Cash Proceeds thereof shall be applied in accordance with the requirements of Section 2.03(b)(iii).

Section 7.06. Restricted Payments TC "Section 7.06. Restricted Payments" \f C \l "2" . Declare or make, directly or indirectly, any Restricted Payment, except:

(a) any Loan Party may make Restricted Payments to any other Loan Party;

(b) to the extent constituting Restricted Payments, Parent and its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02, Section 7.04, Section 7.06 or Section 7.08;

(c) Parent may make Restricted Payments in connection with the conversion of convertible notes into Equity Interests of Parent; and

(d) [reserved].

Section 7.07. Change in Nature of Business TC "Section 7.07. Change in Nature of Business" \f C \l "2" . Engage in any line of business other than those lines of business conducted by the Loan Parties on the Effective Date and other lines of business reasonably related thereto.

Section 7.08. Transactions with Affiliates TC "Section 7.08. Transactions with Affiliates" \f C \l "2" . Enter into any transaction of any kind with any Affiliate of a Loan Party, whether or not in the ordinary course of business, other than:

(a) transactions on terms substantially as favorable to Parent or such Subsidiary as would be obtainable by Parent or such Subsidiary at the time in a comparable arm’s‑length transaction with a Person other than an Affiliate;

(b) the Transaction, including entering into this Agreement and the Loan Documents, together with all agreements ancillary hereto or thereto;

(c) the repurchase or redemption of capital stock or other Equity Interest of Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Parent or its Subsidiaries, upon their death, disability, retirement, severance or termination of employment or service in an aggregate principal amount not to exceed $250,000 during any Fiscal Year;

(d) loans and other transactions by and among Parent and/or one or more Subsidiaries to the extent permitted under this Article VII;

(e) customary compensation and indemnification of, and other employment arrangements with, directors, officers and employees of Parent and any of its Subsidiaries in the ordinary course of business; and

-84-

(f) Restricted Payments permitted under Section 7.06.

Section 7.09. Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness; Payments of Interest on Convertible Notes and Indebtedness TC "Section 7.09. Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness; Payments of Interest on Convertible Notes and Indebtedness" \f C \l "2" . Except in each case as otherwise expressly permitted by this Agreement:

(a) directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations and (ii) Indebtedness secured by a Permitted Lien and (iii) interest payable in kind in respect of any convertible notes issued by Parent or any Indebtedness incurred pursuant to Section 7.03(l); and

(b) solely to the extent any portion of the SBA PPP Loan is not forgiven pursuant to, and in accordance with, the Cares Act (such amount, the “Unforgiven Debt”), an amount equal to the Unforgiven Debt may be used for the prepayment of principal (together with interest thereon) of the SBA PPP Loan, to the extent permitted under the CARES Act and provided that at the time of such prepayment no Event of Default has occurred and is continuing.

Section 7.10. Negative Pledge TC "Section 7.10. Negative Pledge" \f C \l "2" . Except as provided herein, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Parent or any other Subsidiary of Parent, (b) repay or prepay any Indebtedness owed by such Subsidiary to Parent or any other Subsidiary of Parent, (c) make loans or advances to Parent or any other Subsidiary of Parent, or (d) transfer any of its property or assets to Parent or any other Subsidiary of Parent other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 7.03(c) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement.

Section 7.11. Amendments to Certain Documents TC "Section 7.11. Amendments to Certain Documents" \f C \l "2" . Amend, or permit any of its Subsidiaries to amend, (a) its certificate of incorporation or bylaws or other Organization Documents, or (b) the Big Village Acquisition Documents, in any case, in a manner adverse to the interests of the Lenders.

Section 7.12. Sale Leasebacks TC "Section 7.12. Sale Leasebacks" \f C \l "2" . No Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Loan Party (a) has sold or transferred or is to sell or to transfer to any other Person or (b) intends to use

-85-

for substantially the same purpose as any other property which has been or is to be sold or transferred by such Loan Party to any Person in connection with such lease, except for any Sale Leaseback set forth on Schedule 7.12.

Section 7.13. [Reserved] TC "Section 7.13. [Reserved]" \f C \l "2" .

Section 7.14. Accounting Changes TC "Section 7.14. Accounting Changes" \f C \l "2" . Make any change in (a) accounting policies or reporting practices, except as required by GAAP or (b) Fiscal Year.

Section 7.15. OFAC TC "Section 7.15. OFAC" \f C \l "2" . (a) Become a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engage in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner that violates Section 2 of such executive order or (c) become a person on the list of “Specially Designated Nationals and Blocked Persons” or subject to blocking or specific trade restrictions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or implementing executive order.

Article VIII

Events of Default and Remedies TC "Article VIII Events of Default and Remedies" \f C \l "1"

Section 8.01. Events of Default TC "Section 8.01. Events of Default" \f C \l "2" . Any of the following events referred to in any of clauses (a) through (m) inclusive of this Section 8.01 shall constitute an “Event of Default”:

(a) Non‑Payment. Any Loan Party fails to pay, (A) any amount of principal of any Loan when due (or, solely with respect to the Fiscal Quarter of Borrower ending March 31, 2025, within five (5) days after the same becomes due and, solely with respect to the Fiscal Quarter of Borrower ending December 31, 2025, on or prior to the earlier of (I) ten (10) days after the Twenty-Fourth Amendment Execution Date and (II) January 10, 2026) or (B) within five (5) days after the same becomes due (or, solely with respect to interest accrued for the Fiscal Quarter of Borrower ending December 31, 2025, on or prior to the earlier of (I) ten (10) days after the Twenty-Fourth Amendment Execution Date and (II) January 10, 2026), any amount of any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Noncompliance. Except as otherwise provided for in Sections 8.01(a), (c), (f), (g), (h) or (i), any Loan Party fails to perform or observe any term, covenant or agreement contained in this Agreement or any other Loan Document; or

-86-

(c) Other Defaults. Any Loan Party fails to perform or observe any covenant or agreement on its part to be performed or observed contained in any of Section 6.08, Section 6.09 or Section 6.13, and such failure continues for thirty (30) days after the earlier of (A) receipt by Borrower of written notice thereof from the Administrative Agent or the Required Lenders, or (B) the occurrence of such failure to perform or observe; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity or (C) fails to observe or perform any other agreement or condition beyond the applicable cure period in respect of any Big Village Acquisition Document, and such failure has resulted in a Material Adverse Effect; or

(f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of any Loan Party in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted without stay under any applicable federal or state law; or (ii) an involuntary case shall be commenced against any Loan Party under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Loan Party, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of any Loan Party for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of any Loan Party, and any such event described in this clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

(g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Any Loan Party shall have an order for relief entered with respect to it or shall commence a voluntary case

-87-

under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or any Loan Party shall make any assignment for the benefit of creditors; or (ii) any Loan Party shall be unable, or shall fail generally, or shall admit in writing its inability to pay its debts as such debts become due; or the board of directors (or similar governing body) of any Loan Party shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.01(f); or

(h) Judgments and Attachments. (y) Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case an amount in excess of $500,000 or (ii) in the aggregate at any time an amount in excess of $1,000,000 (in either case, to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against any Loan Party or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days (or in any event later than five (5) days prior to the date of any proposed sale thereunder), or (z) any resolution of the Ladenburg Litigation, whether by settlement agreement, judgment on appeal, arbitration award or otherwise, results in payment obligations of the Loan Parties in an aggregate amount greater than or equal to the amount of the Ladenburg Judgment; or

(i) Dissolution. Any order, judgment or decree shall be entered against any Loan Party decreeing the dissolution or split up of such Loan Party and such order shall remain undischarged or unstayed for a period in excess of sixty (60) days; or

(j) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of any Loan Party under Title IV of ERISA in an aggregate amount which would reasonably be expected to exceed the Threshold Amount, (ii) any Loan Party fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which would reasonably be expected to exceed the Threshold Amount, or (iii) any Loan Party shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization or termination the aggregate annual contributions of the Loan Parties to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination occurs by an aggregate amount which would reasonably be expected to exceed the Threshold Amount; or

(k) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as

-88-

expressly permitted hereunder or thereunder or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), purports in writing to revoke or rescind any Loan Document or asserts in writing that any Guaranty, Collateral Document or subordination provision in respect of any Indebtedness in excess (in the aggregate) of the Threshold Amount is invalid or unenforceable; or

(l) Change of Control. There occurs any Change of Control; or

(m) Guaranties, Collateral Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or (iii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party; or

(n) Stock Exchange Rules. (i) Parent shall fail to comply with any reporting rules and regulations of the stock exchange on which Parent’s Equity Interests are traded or (ii) any common stock of Parent held by Centre Lane Partners Master Credit Fund II, L.P. or any of its affiliates shall fail to be fully registered and/or freely tradable if and when Parent uplists to a national stock exchange.

Section 8.02. Remedies Upon Event of Default TC "Section 8.02. Remedies Upon Event of Default" \f C \l "2" .

(a) If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(i) declare the commitment (if any) of each Lender to make Loans to be terminated, whereupon such commitments and obligations shall be terminated;

-89-

(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan 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 Borrower;

(iii) set‑off against any outstanding Obligations amounts held for the account of the Loan Parties as cash collateral or in the accounts of any Loan Party maintained by or with the Administrative Agent, any Lender or their respective Affiliates; and

(iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an Event of Default under Sections 8.01(f) or (g), the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid, shall automatically become due and payable without further act of any Agent or any Lender.

(b) Upon the occurrence and during the continuation of an Event of Default, the Agent shall be entitled to the immediate appointment of a receiver (which term includes an interim receiver or receiver and manager) for all or part of the Collateral, whether such receivership is incidental to a proposed sale of the Collateral or otherwise. In such event, the Administrative Agent may take proceedings in any court of competent jurisdiction for the appointment of a receiver of the Collateral or of any part thereof or may, to the extent permitted by applicable law, by instrument in writing appoint any Person to be a receiver of the Collateral or of any part thereof and may remove any receiver so appointed by the Administrative Agent and appoint another in that Person's stead. Any such receiver appointed by instrument in writing shall, to the extent permitted by Applicable Law, have all of the rights, remedies, benefits and powers of Agent under this Agreement and, without limiting the generality of the foregoing, any such receiver (or the Administrative Agent) shall have the power to, to the full extent permitted by Applicable Law:

(i) take possession of the Collateral or any part thereof;

(ii) carry on or concur in carrying on all or any part or parts of the business of the Loan Parties relating to the Collateral;

(iii) file such proofs of claim and other documents as may be necessary or advisable in order to have such receiver's claim lodged in any bankruptcy, winding-up or other judicial proceedings relative to the Loan Parties;

(iv) borrow money required for the seizure, repossession, retaking, repair, insurance, maintenance, preservation, protection, collection, preparation for

-90-

disposition, disposition or realization of the Collateral or any part thereof and for the enforcement of this Agreement or for the carrying on of the business of the Loan Parties on the security of the Collateral in priority to the security interest created under this Agreement or any other Loan Document; and

(v) sell, lease or otherwise dispose of, or concur in the sale, lease or other disposition of, the whole or any part of the Collateral at public auction, by public tender or by private sale, lease or other disposition, either for cash or upon credit, at such time and upon such terms and conditions as the receiver may determine.

Any such receiver shall for all purposes be deemed to be the agent of the Loan Parties. The Administrative Agent may from time to time fix a commercially reasonable remuneration of such receiver. The Administrative Agent shall not in any way be responsible for any misconduct or negligence of any such receiver. Each Loan Party hereby consents to the appointment of any such a receiver without bond, to the full extent permitted by applicable law.

Section 8.03. Application of Funds TC "Section 8.03. Application of Funds" \f C \l "2" . If after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable), including in any bankruptcy or insolvency proceeding, any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and Section 10.05 and amounts payable under Article III) payable to each Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting indemnities and other amounts (other than principal and interest) payable to the Lenders (including amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting any accrued, unpaid interest (including, but not limited to, Default Rate interest, accrued but uncapitalized PIK Interest and post‑petition interest) ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to prepay the First Out Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) until the First Out Loans are paid in full;

Fifth, to prepay the Second Out Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) until the Second Out Loans are paid in full;

-91-

Sixth, to prepay the Third Out Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) until the Third Out Loans are paid in full;

Seventh, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by Law.

Article IX

Administrative Agent and Other Agents TC "Article IX Administrative Agent and Other Agents" \f C \l "1"

Section 9.01. Appointment and Authorization of Agents TC "Section 9.01. Appointment and Authorization of Agents" \f C \l "2" . (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained in this Agreement or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Notwithstanding any provision contained in this Agreement providing for any action in the Administrative Agent’s reasonable discretion or approval of any action or matter in the Administrative Agent’s reasonable satisfaction, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. The Administrative Agent

-92-

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower, any other Loan Party or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any other Agent‑Related Person in any capacity.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest, charge or other Lien created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co‑agents, sub‑agents and attorneys‑in‑fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, as though such co‑agents, sub‑agents and attorneys‑in‑fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 9.02. Delegation of Duties TC "Section 9.02. Delegation of Duties" \f C \l "2" . The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through Affiliates, agents, employees or attorneys‑in‑fact, such sub‑agents as shall be deemed necessary by the Administrative Agent, and shall be entitled to advice of counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub‑agent or attorney‑in‑fact that it selects in the absence of gross negligence or willful misconduct.

Section 9.03. Liability of Agents TC "Section 9.03. Liability of Agents" \f C \l "2" . No Agent‑Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the

-93-

transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent‑Related Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04. Reliance by Agents TC "Section 9.04. Reliance by Agents" \f C \l "2" . (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto.

Section 9.05. Notice of Default TC "Section 9.05. Notice of Default" \f C \l "2" . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default”. The Administrative

-94-

Agent will promptly notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 9.06. Credit Decision; Disclosure of Information by Agents TC "Section 9.06. Credit Decision; Disclosure of Information by Agents" \f C \l "2" . Each Lender acknowledges that no Agent‑Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent‑Related Person to any Lender as to any matter, including whether Agent‑Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent‑Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent‑Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent‑Related Person.

Section 9.07. Indemnification of Agents TC "Section 9.07. Indemnification of Agents" \f C \l "2" . Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent‑Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent‑Related Person from and against any and all Indemnified Liabilities to the extent incurred by it; provided that no Lender shall be liable for the payment to any Agent‑Related Person of any portion of such Indemnified Liabilities to the extent resulting from such Agent‑Related Person’s own gross negligence or willful misconduct, as determined by the final non‑appealable judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether

-95-

any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out‑of‑pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of Borrower; provided that such reimbursement by the Lenders shall not affect Borrower’s continuing reimbursement obligations with respect thereto, if any. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

Section 9.08. Agents in their Individual Capacities TC "Section 9.08. Agents in their Individual Capacities" \f C \l "2" . Each Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though such Agent were not an Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, each Agent or its Affiliates may receive information regarding any Loan Party or any Affiliate of a Loan Party (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that no Agent shall be under any obligation to provide such information to them. With respect to its Loans, each Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent, and the terms “Lender” and “Lenders” include such Agent in its individual capacity.

Section 9.09. Successor Agents TC "Section 9.09. Successor Agents" \f C \l "2" . The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint a successor agent for the Lenders, which appointment of a successor agent shall require the consent of Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), (f) or (g) (which consent of Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and, if no Default has occurred and is continuing, Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent”, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of

-96-

resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Lenders assuming the role of Administrative Agent as specified in the immediately preceding sentence shall assume the rights and obligations of the Administrative Agent (including the indemnification provisions set forth in Section 9.07) as if each such Lender were the Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guaranty Requirement is satisfied, the successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.

Section 9.10. Administrative Agent May File Proofs of Claim TC "Section 9.10. Administrative Agent May File Proofs of Claim" \f C \l "2" . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 2.05, Section 10.04 and Section 10.05 or otherwise hereunder) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and

(c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Administrative Agent under Section 2.05, Section 10.04 and Section 10.05 or otherwise hereunder.

-97-

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11. Release of Collateral and Guaranty TC "Section 9.11. Release of Collateral and Guaranty" \f C \l "2" . The Lenders irrevocably agree, authorize and direct the Administrative Agent and Collateral Agent:

(a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full in cash of all Obligations (other than (A) contingent indemnification obligations not yet accrued and payable and (B) any other obligation (including a guarantee) that is contingent in nature) (the date upon which the conditions in this Section 9.11(a)(i) shall have been satisfied, the “Termination Date”), (ii) upon any permitted sale, lease, transfer or other disposition of any item of Collateral of any Loan Party (including, without limitation, as a result of the sale, in accordance with the terms of the Loan Documents, of the Loan Party that owns such Collateral) in accordance with the terms of the Loan Documents, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (b) below;

(b) to release any Guarantor from its obligations under the Guaranty upon (i) in the case of any Subsidiary, such Person ceasing to be subject to the Collateral and Guaranty Requirement and Section 6.11 as a result of a transaction permitted hereunder (as certified by a Responsible Officer) and Borrower notifying the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty or (ii) the Termination Date; and

(c) to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 7.01(h) and (i).

The Collateral Agent will, at Borrower’s expense, execute and deliver to such Loan Party such documents as such Loan Party may reasonably request to evidence the release of Collateral pursuant to this Section 9.11 from the assignment and security interest granted under the Collateral Documents (or the release of the Guarantor from its Guaranty of the Obligations) in accordance with the terms of the Loan Documents. Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property in accordance with this Section 9.11.

Each Loan Party agrees to deposit with the Administrative Agent, on or prior to the Termination Date, a fee, cost, expense and indemnification reserve in an amount equal to $100,000 and such additional amount as agreed to by the Loan Parties and Administrative Agent, or

-98-

determined by a court of competent jurisdiction to be commercially reasonable under the relevant facts and circumstances (the “Reserve”). The Reserve shall be used by the Administrative Agent to satisfy the fees, costs, expenses and any other amounts payable by the Loan Parties to the Administrative Agent and/or any other member of the Lender Group in connection with the Loan Documents, the termination of the Loan Documents, or the performance of the parties under the Loan Documents). The Reserve will be held by the Administrative Agent for such purpose until all of the fees, costs, expenses and other amounts payable in connection with the Credit Agreement and the other Loan Documents, the termination of the Credit Agreement and the other Loan Documents, or the performance of the parties under the Loan Documents have been satisfied in full and no other obligations are reasonably likely to arise, as determined by the Administrative Agent, and the unused portion, if any, remaining after such application shall be remitted by the Administrative Agent to the Administrative Borrower. Each Loan Party shall pledge and grant to the Collateral Agent, on behalf of itself and the other Lenders, a present and continuing security interest in the Reserve and any deposit account containing such Reserve to secure the obligations of the Loan Parties to the Administrative Agent and/or any other Lender. The security interest granted to Collateral Agent, on behalf of itself and the other Lenders, in the Reserve shall continue in full force and effect until the unapplied amount of the Reserve is returned by the Administrative Agent to the Borrower. Each Loan Party understands, acknowledges and agrees that the Reserve shall be held by Administrative Agent without interest and may be commingled with other funds of the Administrative Agent and may be invested at the option and sole discretion of the Administrative Agent. The parties hereby agree that the Administrative Agent will not hold the Reserve as agent in trust, or in any fiduciary capacity for any Loan Party. If any Lender incurs fees, costs, expenses or other amounts with respect to this Agreement and the other Loan Documents, the termination of this Agreement and the other Loan Documents or the performance of the parties under the Loan Documents that exceed the Reserve, or if any Lender incurs fees, costs, expenses or other amounts after the balance of the Reserve has been remitted to the Borrower, including without limitation, fees, costs, expenses or other amounts that arise from or relate to litigation or any other dispute resolution proceeding involving this Agreement or any other Loan Document, the termination of this Agreement and the other Loan Documents or the performance of the parties under the Loan Documents (and without otherwise limiting any indemnification obligations of the Loan Parties under this Agreement and the other Loan Documents that by their terms survive the repayment of the Obligations), the Loan Parties shall reimburse the Administrative Agent and the other Lenders, promptly after receipt of a written demand therefor (and in any event within three (3) Business Days of the date of such written demand by the Administrative Agent), for the full amount of all such fees, costs, expenses or other amounts.

Article X

Miscellaneous TC "Article X Miscellaneous" \f C \l "1"

Section 10.01. Amendments, Etc. TC "Section 10.01. Amendments, Etc." \f C \l "2" No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed

-99-

by the Required Lenders and Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:

(a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time:

(i) change the number of Lenders or the percentage of (x) the Commitments or (y) the aggregate unpaid principal amount of Loans that, in each case, shall be required for the Lenders or any of them to take any action hereunder (including pursuant to any change to the definition of “Required Lenders”),

(ii) release one or more Guarantors (or otherwise limit such Guarantors’ liability with respect to the Obligations owing to the Agents and the Lenders under the Guaranties) if such release or limitation is in respect of all or substantially all of the value represented by the Guaranties to the Lenders,

(iii) release, or subordinate the Administrative Agent’s Liens in, all or substantially all of the Collateral in any transaction or series of related transactions (other than in connection with any sale of Collateral permitted herein), or

(iv) amend any provision of this Section 10.01;

(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender specified below for such amendment, waiver or consent:

(i) increase the Commitments of a Lender without the consent of such Lender;

(ii) reduce the principal of, or stated rate of interest on, or stated premium payable on, the Loans owed to a Lender or any fees or other amounts stated to be payable hereunder or under the other Loan Documents to such Lender without the consent of such Lender; provided if the Required Lenders agree to waive any Event of Default and such waiver is effective in accordance with this Section 10.01 or if the Required Lenders agree to change any financial definitions that would reduce the stated rate of interest or any fees or other non‑principal amounts stated to be payable hereunder or under the other Loan Documents pursuant to any amendment, waiver or consent not being effected in order to reduce the stated rate of interest or such fees or other amounts, then only the consent of the Required Lenders shall be necessary to waive any obligation of Borrower to pay interest at the Default Rate in connection with such waived Event of Default or reduce the stated rate of interest or such fees in connection with such amendment, waiver or consent described in this proviso to clause (b)(ii), as applicable;

(iii) postpone any date scheduled for any payment of principal of, or interest on, the Loans, any date scheduled for payment or for any date fixed for any

-100-

payment of fees hereunder in each case payable to a Lender without the consent of such Lender;

(iv) consent to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document;

(v) change the order of application or any prepayment of Loans from the application thereof set forth in the applicable provisions of Section 2.03(e) or Section 8.03 in any manner that adversely affects the Lenders without the consent of holders of a majority of the Commitments or Loans outstanding under the Facility or otherwise change any provision requiring the pro rata distributions hereunder among the Lenders without all Lenders’ consent;

(vi) amend the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Required Lenders” or “Pro Rata Share”; or

(vii) modify Section 2.09 without the consent of each Lender directly and adversely affected thereby;

provided further that no amendment, waiver or consent shall, unless in writing and signed by an Agent in addition to the Lenders required above to take such action, affect the rights or duties of such Agent under this Agreement or the other Loan Documents.

Notwithstanding anything to the contrary contained in this Section 10.01, this Agreement and any other Loan Document may be amended, supplemented and waived with the consent of the Administrative Agent and Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order to (i) cure ambiguities, omissions, mistakes or defects or (ii) to cause any Collateral Document to be consistent with this Agreement and the other Loan Documents.

Section 10.02. Notices and Other Communications TC "Section 10.02. Notices and Other Communications" \f C \l "2" .

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing delivered by electronic transmission (except as to service of process, which shall be delivered only in writing and in accordance with applicable law). All such notices shall be delivered to the applicable electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Borrower or the Administrative Agent, to the electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other electronic mail address or telephone number as shall be designated by such party in a notice to the other parties from time to time; and

-101-

(ii) if to any other Lender, to the electronic mail address or telephone number specified on Schedule 10.02 or to such other electronic mail address or telephone number as shall be designated by such party in a written notice to Borrower and the Administrative Agent.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) if delivered by electronic mail, when delivered; provided that notices and other communications to Borrower and the Administrative Agent pursuant to Article II shall not be effective until actually received by such Person during the Person’s normal business hours. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Electronically Transmitted Documents and Signatures. Loan Documents may be transmitted and/or signed by electronic transmission (including a .pdf or .tif copy).

(c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify each Agent‑Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Loan Party in the absence of gross negligence or willful misconduct by such Agent‑Related Person or such Lender. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

(d) Notice to other Loan Parties. Borrower agrees that notices to be given to any other Loan Party under this Agreement or any other Loan Document may be given to Borrower in accordance with the provisions of this Section 10.02 with the same effect as if given to such other Loan Party in accordance with the terms hereunder or thereunder.

(e) Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that they are obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event of Default under this Agreement or (iii) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other Credit Extension hereunder (all such non‑excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to an electronic mail address specified by the Administrative Agent to Borrower. In addition, Borrower agrees to continue to provide the

-102-

Communications to the Administrative Agent in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.

(f) The Administrative Agent agrees that the receipt in accordance with Section 10.02 of the Communications by the Administrative Agent at its e‑mail address set forth on Schedule 10.02 shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent by electronic communication from time to time of such Lender’s e‑mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e‑mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Section 10.03. No Waiver; Cumulative Remedies TC "Section 10.03. No Waiver; Cumulative Remedies" \f C \l "2" . No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document 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. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04. Costs and Expenses TC "Section 10.04. Costs and Expenses" \f C \l "2" . Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all the Agents’ actual and reasonable costs and expenses of preparation of any consents, amendments, waivers or other modifications to the Loan Documents; (b) all the reasonable fees, expenses and disbursements of counsel to Agents in connection with the administration of the Loan Documents and any consents, amendments, waivers or other modifications to the Loan Documents and any other documents or matters requested by Borrower; (c) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (d) all other actual and reasonable costs and expenses incurred by each Agent in connection with the negotiation, preparation and execution of any consents, amendments, waivers or other modifications to the Loan Documents and the transactions contemplated thereby; and (e) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Section 10.05. Indemnification by Borrower TC "Section 10.05. Indemnification by Borrower" \f C \l "2" . (a) Whether or not the transactions contemplated hereby are consummated,

-103-

Borrower shall indemnify and hold harmless each Agent‑Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys‑in‑fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, taxes, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including counsel to the Administrative Agent and the Lenders, and to the extent reasonably necessary, local counsel in any relevant jurisdiction (and, in the event of any actual conflict of interest, additional counsel to the affected parties)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by any Loan Party, or any Environmental Liability related to any Loan Party or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) (any of the foregoing described in this clause (iv), a “Proceeding”) (all the foregoing described in clauses (i) to (iv), collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee and whether brought by an Indemnitee, a third party or by any Loan Party or any Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto and whether or not any of the transactions contemplated hereby are consummated; provided that such indemnity shall not, as to any Indemnitees, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence, willful misconduct of, or material breach in bad faith of its obligations under the Loan Documents by, such Indemnitee as determined by a final non‑appealable judgment of a court of competent jurisdiction, and except to the extent resulting from claims between or among any Lenders in their capacity as such. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through any information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document. All amounts due in respect of costs, expenses and disbursements under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, that each Indemnitee receiving any such reimbursement shall repay such amounts to the relevant Loan Party in the event that such Indemnitee shall not be entitled thereto pursuant to the provisions hereof. The agreements in this Section 10.05 shall survive the resignation of any Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. Notwithstanding the foregoing, this Section 10.05(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non‑Tax claim.

(b) Borrower shall not be liable for any settlement of any Proceedings effected without its consent (which consent shall not be unreasonably withheld or delayed), but if settled with Borrower’s consent or if there is a final judgment for the plaintiff in such Proceedings, Borrower

-104-

shall indemnify and hold harmless each Indemnitee from and against any Indemnified Liabilities in accordance with the foregoing clause (a). Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), effect any settlement or consent to the entry of any judgment of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee in form and substance satisfactory to such Indemnitee from all liability on claims that are the subject matter of such Proceedings, (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnitee and (iii) contains customary confidentiality and non‑disparagement provisions.

(c) In the event that an Indemnitee is requested or required to appear as a witness in any action brought by or on behalf of or against Borrower or any of its Subsidiaries or Affiliates in which such Indemnitee is not named as a defendant, Borrower shall reimburse such Indemnitee for all reasonable expenses incurred by it in connection with such Indemnitee’s appearing and preparing to appear as such a witness, including without limitation, the reasonable fees and expenses of its legal counsel.

Section 10.06. Payments Set Aside TC "Section 10.06. Payments Set Aside" \f C \l "2" . To the extent that any payment by or on behalf of Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate.

Section 10.07. Successors and Assigns TC "Section 10.07. Successors and Assigns" \f C \l "2" . (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that, Borrower may not assign or otherwise transfer any of their rights or obligations hereunder or under the other Loan Documents without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the requirements of Section 10.07(b), (ii) by way of participation in accordance with the provisions of Section 10.07(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the

-105-

extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans); provided that:

(i) (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it, no minimum amount shall need be assigned, and (B) in any case not described in clause (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent, shall not be less than $500,000 unless the Administrative Agent otherwise consents (each such consent not to be unreasonably withheld or delayed) except such consent by the Administrative Agent shall not be required if such assignment is to an Affiliate of a Lender or an Approved Fund;

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

(iii) no consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for any assignment unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund related thereto; and

(iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually).

From and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be party to this Agreement as a Lender with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement in addition to any rights and obligations otherwise held by such assignee as a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.02, 3.04, 3.05 (or any other increased costs protection provision), 10.04 and 10.05). Upon request, and the surrender by the assigning Lender of its Note (if any), Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer

-106-

by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall not be an effective assignment hereunder.

(c) Each Lender, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices a register for the recordation of the name and address of any assignee of any Lender and the outstanding principal amount (and stated interest) of the Loans owing thereto (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and Borrower shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the “Lender” hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything herein to the contrary, any assignment of the Loans shall be effective only upon appropriate entries with respect thereto being made in the Register.

(d) Any Lender may at any time, without the consent of, or notice to, Borrower or the Administrative Agent, sell participations to any Person (other than (x) a natural person and (y) a Loan Party or any of its Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a), or Section 10.01(b) that directly affects such Participant. Subject to Section 10.07(e), Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 3.01, including Section 3.01(e) and Section 3.01(f)), 3.04 and 3.05 (through the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.09 as though it were a Lender. Any Lender that sells participations shall maintain a register meeting the requirements of Treasury Regulation Section 5f.103‑1(c) (or any successor regulation), on which it enters the name and the address of each Participant and the principal amounts of each Participant’s participation interest in the Commitments and/or Loans (or other rights or obligations) held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation interest as the owner thereof for all purposes notwithstanding any notice to the contrary. In maintaining the Participant Register, such Lender shall be acting as the agent of Borrower solely for purposes of Treasury Regulation Section 5f.103‑1(c) and undertakes no other duty, responsibility or obligation to Borrower (including, without limitation, in no event shall such Lender be considered a fiduciary

-107-

of Borrower for any purpose). In addition to maintaining the Participant Register, such Lender shall, upon request, show the Participant Register to Borrower.

(e) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable and such liability shall remain with the Granting Lender, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of Borrower and the Administrative Agent, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non‑public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guaranty Obligation or credit or liquidity enhancement to such SPC.

(h) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to

-108-

exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Section 10.08. Confidentiality TC "Section 10.08. Confidentiality" \f C \l "2" . Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information and to not use or disclose such information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority or examiner regulating any Lender; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) to any pledgee referred to in Section 10.07(f) or Section 10.07(h), Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (f) with the written consent of Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08 by the disclosing party; (h) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender); (i) to the extent not known by it to consist of non‑public information, (j) for purposes of establishing a “due diligence” defense or (k) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, in the case of this clause (k) during the continuance of an Event of Default. In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party or its Affiliates or its Affiliates’ directors, officers, employees, trustees, investment advisors or agents, relating to the Loan Parties or their business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08, including, without limitation, information delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

Section 10.09. Setoff TC "Section 10.09. Setoff" \f C \l "2" . In addition to any rights and remedies of the Agents and the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each Agent and its Affiliates is authorized at any time and from time to time, without prior notice to the Loan Parties, any such notice being waived by the Loan Parties to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such Agent and its Affiliates, as the case may be, to or for the credit or the account of the

-109-

respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such Agent and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate thereof shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender and Agent agrees promptly to notify Borrower and the Administrative Agent after any such set off and application made by such Lender or Agent, as the case may be; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent and each under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that such Agent and such Lender may have.

Section 10.10. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (including a .pdf or .tif copy) of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document.

Section 10.11. Integration TC "Section 10.11. Integration" \f C \l "2" . This Agreement comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict or inconsistency between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict or inconsistency with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.12. Survival of Representations and Warranties TC "Section 10.12. Survival of Representations and Warranties" \f C \l "2" . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

Section 10.13. Severability TC "Section 10.13. Severability" \f C \l "2" . If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

-110-

Section 10.14. Governing Law TC "Section 10.14. Governing Law" \f C \l "2" . (a) This Agreement and each other loan document shall be governed by, and construed in accordance with, the law of the state of New York (except, with respect to any other loan document, as otherwise expressly provided therein).

(b) Any legal action or proceeding arising under any loan document or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any loan document, or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, may be brought in the courts of the state of New York sitting in New York County or of the United States for the southern district of such state, and by execution and delivery of this agreement, each Borrower, each Agent and each Lender consents, for itself and in respect of its property, to the exclusive jurisdiction of those courts. Each Borrower, each Agent and each Lender irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of any loan document or other document related thereto.

Section 10.15. Waiver of Right To Trial By Jury TC "Section 10.15. Waiver of Right To Trial By Jury" \f C \l "2" . Each party to this Agreement hereby expressly waives any right to trial by jury of any claim, demand, action or cause of action arising under any loan document or in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to any loan document, or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether founded in contract or tort or otherwise; and each party hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury, and that any party to this Agreement may file an original counterpart or a copy of this Section 10.15 with any court as written evidence of the consent of the signatories hereto to the waiver of their right to trial by jury.

Section 10.16. Binding Effect TC "Section 10.16. Binding Effect" \f C \l "2" . This Agreement shall become effective when it shall have been executed by Borrower, the Administrative Agent and the Collateral Agent, and the Administrative Agent shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure to the benefit of Borrower, each such Agent and each Lender and their respective successors and assigns, except that Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 10.17. Lender Action TC "Section 10.17. Lender Action" \f C \l "2" . Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self‑help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provisions

-111-

of this Section 10.17 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 10.18. PATRIOT Act TC "Section 10.18. PATRIOT Act" \f C \l "2" . Each Lender hereby notifies Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender to identify Borrower in accordance with the PATRIOT Act. Borrower agrees to provide, and to cause each other Loan Party to provide, such information promptly upon request.

Section 10.19. No Advisory or Fiduciary Responsibility TC "Section 10.19. No Advisory or Fiduciary Responsibility" \f C \l "2" . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its Subsidiaries, that: (i) (A) no fiduciary, advisory or agency relationship between Borrower and its Subsidiaries and any Agent or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Lender has advised or is advising Borrower and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Agents and the Lenders are arm’s‑length commercial transactions between Borrower and its Subsidiaries, on the one hand, and the Agents and the Lenders, on the other hand, (C) Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (D) Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agents and the Lenders each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrower and its Subsidiaries or any of their Affiliates, or any other Person and (B) no Agent or Lender has any obligation to Borrower and its Subsidiaries or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower and its Subsidiaries and its Affiliates, and no Agent or Lender has any obligation to disclose any of such interests and transactions to Borrower and its Subsidiaries or any of its Affiliates. To the fullest extent permitted by law, Borrower hereby waives and releases any claims that it may have against the Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 10.20. No Novation TC "Section 10.20. No Novation" \f C \l "2" . Notwithstanding anything to the contrary contained herein, this Agreement shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement or in any other document contemplated

-112-

hereby shall be construed as a release or other discharge of any of the Loan Parties under any Loan Document from any of its obligations and liabilities as Borrower, Guarantor or pledgor under any of the Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires, any reference to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the Agents.

Section 10.21. OID Legend TC "Section 10.21. OID Legend" \f C \l "2" . THE SEVENTEENTH AMENDMENT TERM LOANS HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE SEVENTEENTH AMENDMENT TERM LOANS MAY BE OBTAINED BY WRITING TO THE BORROWER AT ITS ADDRESS SET FORTH IN SECTION 10.02.

[Remainder of Page Intentionally Blank]

-113-

Annex A

Amended and Restated Senior Secured Credit Agreement

BENCHMARK REPLACEMENT PROVISIONS

Benchmark Replacement Provisions.

Notwithstanding anything to the contrary in the Agreement:

(a) Benchmark Replacement. If a Benchmark Transition Event or an Early Opt-in Election, as applicable, occurs, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder, without further action or consent of Borrower or any Lender, effective on the applicable Benchmark Replacement Date.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption, or implementation of a Benchmark Replacement, Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of Borrower or any Lender.

(c) Notices; Standards for Decisions and Determinations. Administrative Agent will promptly notify Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Administrative Agent pursuant to these Benchmark Replacement Provisions, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and will be made in Administrative Agent’s sole discretion and without Borrower’s or any Lender’s consent.

Illegality; Market Conditions.

Notwithstanding anything to the contrary contained in these Benchmark Replacement Provisions or in the Agreement, subject to the occurrence of a Benchmark Transition Event or an Early Opt-in Election, if (a) any change in law has made it unlawful, or any governmental authority has asserted that it is unlawful, for a Lender to make or maintain a SOFR Loan or to determine or charge interest rates based on Term SOFR or SOFR or (b) Administrative Agent determines in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that Term SOFR cannot be determined pursuant to the definition thereof other than as a result of a Benchmark Transition Event or an Early Opt-in Election, then Administrative Agent shall give notice thereof to Borrower and the Lenders, and may (A) declare that SOFR Loans will not thereafter be made by any Lender, such that any request for a SOFR Loan from Administrative Agent shall be deemed to be a request for a Base Rate Loan and (B)

Annex A

declare that all outstanding SOFR Loans made by any Lender be converted to Base Rate Loans immediately, in which event all outstanding Base Rate Loans shall be so converted and the Contract Rate shall thereafter mean the Base Rate in effect from time to time plus 0.5% per annum, in each case, unless and until Administrative Agent’s declaration has been withdrawn (and it shall be withdrawn promptly upon the cessation of the circumstances described in clause (a) or (b) above).

Certain Defined Terms.

As used in this Rider and in the Agreement:

“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event or Early Opt-in Election, as applicable, has occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark in accordance with the terms hereof.

“Benchmark Replacement” means, with respect to any replacement of the then-current Benchmark, the sum of (a) the alternate benchmark rate of interest that has been selected by Administrative Agent as the replacement for the then current Benchmark and (b) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by Administrative Agent, in each case, giving due consideration to (i) any selection or recommendation by the Relevant Governmental Body at such time for a replacement rate, the mechanism for determining such a rate, the methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or determining such spread adjustment, for such rate, or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the then-current Benchmark, the methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or determining such spread adjustment, for such alternate rate for U.S. dollar-denominated syndicated or bilateral credit facilities at such time; provided that if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement shall be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Conforming Changes” means any technical, administrative or operational changes (including, without limitation, changes to the timing and frequency of determining rates and making payments of interest, prepayment provisions and other technical, administrative or operational matters) that Administrative Agent decides may be appropriate to reflect the adoption and implementation of a Benchmark Replacement and to permit the administration thereof by Administrative Agent.

“Benchmark Replacement Date” means the date specified by Administrative Agent in a notice to Borrower and the Lenders following a Benchmark Transition Event or Early Opt-in Election.

“Benchmark Transition Event” means, with respect to the then current Benchmark, a public statement or publication of information by or on behalf of the administrator of such Benchmark, or a regulatory supervisor for such administrator, announcing that (a) such administrator has ceased or will cease to provide such Benchmark, permanently or indefinitely; or (b) such Benchmark is no longer, or as of a specified future date will no longer be, representative of underlying markets or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

“Board of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Early Opt-in Election” means the election by Administrative Agent to declare that the then current Benchmark will be replaced prior to the occurrence of a Benchmark Transition Event and the provision by Administrative Agent of written notice of such election to Borrower and the Lenders indicating that at least five (5) currently outstanding U.S. dollar-denominated syndicated or bilateral credit facilities at such time contain (as a result of amendment or as originally executed) a new benchmark interest rate to replace the then-current Benchmark.

“Relevant Governmental Body” means the Board of Governors or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means each portion of a Loan that bears interest at a rate determined by reference to Term SOFR.

“Term SOFR” means, as of any date of determination, the forward-looking term rate based on SOFR for a tenor of three months on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of the then applicable calendar month, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on such Periodic Term SOFR Determination Day such rate has not been published by the Term SOFR Administrator, then Term SOFR will be the forward-looking term rate based on SOFR for a tenor of three months as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such rate was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day. Notwithstanding the foregoing, if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator, selected by Administrative Agent in its reasonable discretion, of the forward-looking term rate based on SOFR).

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-268039 and 333-204882) of Bright Mountain Media, Inc. of our report dated March 24, 2026, (which includes an explanatory paragraph relating to Bright Mountain Media, Inc.’s ability to continue as a going concern), relating to the consolidated financial statements as of December 31, 2025, which appear in this Form 10-K.

/s/ WithumSmith+Brown, PC
New York, New York

March 24, 2026

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, Matthew Drinkwater, certify that:

I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2025 of Bright Mountain Media, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and 1 have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role m the registrant's internal control over financial reporting.

Dated: March 24, 2026	/s/ Matthew Drinkwater
	Matthew Drinkwater,
	Chief Executive Officer and Principal Executive Officer

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Ethan Rudin, certify that:

I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2025 of Bright Mountain Media, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and 1 have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role m the registrant's internal control over financial reporting.

Dated: March 24, 2026	/s/ Ethan Rudin
	Ethan Rudin,
	Chief Financial Officer, Principal Financial and Accounting Officer

EX-32.1

EXHIBIT 32.1

Section 1350 Certification

In connection with the Annual Report of Bright Mountain Media, Inc. (the "Company") on Fonn 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (the "Report"), I, Matthew Drinkwarter, Chief Executive Officer and Principal Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to§ 906 of the Sarbanes- Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

Dated: March 24, 2026	/s/ Matthew Drinkwater
	Matthew Drinkwater,
	Chief Executive Officer and Principal Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Section 1350 Certification

In connection with the Annual Report of Bright Mountain Media, Inc. (the "Company") on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (the "Report"), I, Ethan Rudin, Chief Financial Officer and Principal Financial and Accounting Officer of the Company, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to§ 906 of the Sarbanes- Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

Dated: March 24, 2026	/s/ Ethan Rudin
	Ethan Rudin,
	Chief Financial Officer and Principal Financial and Accounting Officer

10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __TO__

COMMISSION FILE NUMBER: 000-54887

BRIGHT MOUNTAIN MEDIA, INC.

6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487

Registrant’s telephone number, including area code: 561-998-2440

Securities registered pursuant to Section 12(b) of the Act:

Securities registered under Section 12(g) of the Act:

Common stock, par value $0.01 per share

DOCUMENTS INCORPORATED BY REFERENCE

Table of Contents

TABLE OF CONTENTS

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Table of Contents

PART I

ITEM 1. DESCRIPTION OF BUSINESS

This business description should be read in conjunction with our audited consolidated financial statements and accompanying notes thereto appearing elsewhere in this Annual Report on Form 10-K, which are incorporated herein by this reference.

Unless specifically set forth to the contrary, when used in this Annual Report on Form 10-K the terms “Bright Mountain,” the “Company,” “we,” “our,” “us,” and similar terms refers to Bright Mountain Media, Inc., a Florida corporation, and our subsidiaries.

Business Overview

Organization and Nature of Operations

Table of Contents

Our Strategy

Table of Contents

Market Challenge

Industry Outlook

Impact on the U.S. Market

Table of Contents

Impact on the Worldwide Market

Intellectual Property

Technology and Product Platforms (Including URLs)

Table of Contents

Competition

Customers

Regulatory Environment

Table of Contents

Human Capital

History of Our Company

Table of Contents

Available Information

ITEM 1A. RISK FACTORS

Summary of Principal Risk Factors

Table of Contents

Table of Contents

RISKS RELATING TO OUR FINANCIAL CONDITION AND INDEBTEDNESS

We have a history of losses.

We may not be able to refinance, extend or repay our substantial indebtedness owed to Centre Lane, which would have a material adverse effect on our financial condition and ability to continue as a going concern.

Our secured indebtedness may impair our ability to operate our business.

We have depended upon sales of equity securities and borrowings under the Centre Lane Senior Secured Credit Facility to provide operating capital.

The Company’s economic performance has raised substantial doubt about our ability to continue as a going concern.

Table of Contents

If we fail to establish and maintain adequate internal control over our financial and management system, our ability to accurately and timely report our financial results could be adversely affected, resulting in errors in our financial reporting, which could cause a loss of investor confidence.

We depend upon a substantial portion of our revenues from a limited number of customers.

We are subject to seasonal fluctuations in our revenues in future periods.

Our cash could be adversely affected if the financial institutions in which we hold our cash fail.

RISKS RELATED TO OUR OPERATIONS

Past acquisitions and any future acquisitions, joint ventures, strategic alliances or similar transactions may not perform as expected.

Table of Contents

The acquisition of new businesses is costly, and these acquisitions may not enhance our financial condition.

If we fail to detect advertising fraud or other actions that impacts our advertising campaign performance, we could harm our reputation with advertisers or agencies, which would cause our revenue and business to suffer.

Table of Contents

If advertising on the internet loses its appeal, our revenue could decline.

Our success is dependent in part upon our ability to effectively expand and manage our relationships with our publishers.

Online security breaches or other disruptions of our information technology systems could harm our business.

Table of Contents

We must generate high quality content in order to attract and retain users, advertisers and strategic buyers.

We may expend significant resources to protect our content or to defend claims of infringement by third parties, and if we are not successful, we may lose the rights to use material or be required to pay significant fees.

Failure to protect our intellectual property rights or claims by others that we infringe their intellectual property rights could substantially harm our business.

Developing and implementing new and updated applications, features and services for our websites may be more difficult than expected, may take longer and cost more than expected and may not result in sufficient increases in revenue to justify the costs.

If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired.

Table of Contents

If we are unable to respond to rapid technological change, our products and services could become obsolete, and our reputation could suffer.

FOR THE TRANSITION PERIOD FROM TO