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

, 2024

☐ 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 $9,752,453 on June 30, 2024.

As of March 4, 2025, we had 175,965,052 shares of our common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

		Page No.
	Part I
Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	27
Item 1C.	Cybersecurity	27
Item 2.	Properties	28
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	43
Item 8.	Financial Statements and Supplementary Data	43
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	43
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	45
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	49
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	52
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54
Item 14.	Principal Accounting Fees and Services	55
	Part IV
Item 15.	Exhibits and Financial Statement Schedules	56

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K for the year ended December 31, 2024 (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 2024", published November 2023, after growing at a compound annual rate of 17.6% over the past 15 years, digital ad spending is expected to settle into year over year growth in the low double digits starting in 2024 and through at least 2027. This is a sign of a mature market that should top $270.0 billion in 2024 and account for over three-quarters of all ad spending.

According to eMarketer’s report, “US Ad Spending 2024”, published May 2024, total media and digital ad spending will grow at a healthy pace for most of the rest of the decade. Total media ad spending will cross $400 billion in 2025 and grow at double digit annual rates in the years to come. Retail media and connected TV remain the most popular formats, although traditional search and social media networks are by far the largest categories for spending. Social network ad spending will overtake traditional search by 2026.

According to eMarketer’s report, “Advertising Trends to Watch in 2025”, published in 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. Retail media’s growth will hit speed bumps as advertisers demand more interoperability, while streaming platforms will seek to sustain growth by adding live sports, and other content production will be down. AI will permeate more aspects of media buying. Digital ad spending growth in 2025 will maintain most of 2024’s momentum, with advertisers increasing spending by 12.5% year over year, a slight dip from 2024’s 15.0% growth. Still, digital’s share of total US ad spending will be pushed past 80%.

Industry Outlook

Impact on the U.S. Market

In April 2024, a report was published by Interactive Advertising Bureau ("IAB") titled "Internet Advertising Revenue Report, Full-Year 2023 Results." The report reflected how the digital advertising industry continued to grow in 2023 despite challenging economic conditions. After seeing exponential growth of 35.4% from 2020 to 2021, a slowdown in advertising revenues was expected, magnified by continuing economic uncertainty and high inflation rates impacting marketing budgets. Despite these challenges, internet advertising revenues grew 7.3% year over year between 2022 and 2023, reaching their highest recorded level of $225.0 billion.

Ad revenues for search recorded a 5.2% annual growth, a $4.4 billion increase, growing to $88.8 billion in 2023. While search ad revenue continued to have the largest market share of 39.5%, its year over year growth was slower than other formats. Video accounted for 23.2% of all advertising revenue, bringing in $52.1 billion in 2023, a 10.6% year over year growth. Audio, including podcasts and music streaming, achieved an 18.9% increase from 2022, accounting for $7.0 billion in revenue. Programmatic ad revenue was $114.2 billion, an increase of 4.4% from 2022.

Following a slowdown in 2022, social media advertising revenues grew 8.7%. The allocation of digital ad spend towards user-generated content and the increase in international-based ecommerce revenues in the US support this growth, and will help drive continued growth in the years to come.

Retail media advertising revenues also continued to show strong signs of growth in 2023, increasing 16.3% year over year, totaling $43.7 billion. Retail media spend is likely to continue to see sustained growth as privacy regulations and performance potential make spend on e-commerce sites more appealing.

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 2024, eMarketer published a report titled "Worldwide Digital Ad Spending Forecast 2024". The report stated that ad spending growth would accelerate across the board in 2024, and that digital media, traditional media, and total media ad spending would all grow faster worldwide in 2024 than in 2023. After two years of relative malaise, the outlook was positive on a global scale and in every major region of the world. eMarketer indicated that digital advertising had a better 2023 than they originally predicted.

In 2023, the US posted its slowest digital ad growth in 14 years of 9.7%, but the world's largest economy still produced $23.8 billion in new digital ad dollars. In other words, in a down year, the US produced more new digital ad spending than almost any other country in the world produced in total. The US is expected to return to double-digit growth for both total and digital ad spending this year, and its share of the worldwide spending in both categories is expected to tick up in the coming years, after taking a slight dip in 2023.

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, March 2024
285432	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, 2024, one customer represented 12.2% of our revenue, and for the year ended December 31, 2023, two customers represented 23.0% of our revenue, with one customer representing 10.0% of our revenue, and the other representing 13.0% 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, 2024, we had 119 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 formally 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 programs we provide in support of diversity, equity and inclusion include, training and curated and bespoke content, research and tools, to foster awareness and action on an array of critical issues that we believe are vital for the recruitment, retention, advancement, well-being and belonging for people who are part of under-represented groups.

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, 2024, and 2023, 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 consumer insights, creative services, and media services. We currently have eight subsidiaries: CL Media Holdings LLC, Bright Mountain LLC, Mediahouse, Inc., Slutzky & Winshman Ltd, Deep Focus Agency LLC, BV Insights LLC, Wild Sky Media Co. Ltd., and Oceanside Media, LLC. During the year ended December 31, 2023, we terminated operations of Mediahouse, Inc. and Slutzky & Winshman Ltd, which are located in the United States and Israel, respectively. At December 31, 2024, these two entities held no employees but had not been dissolved. Wild Sky Media Co. Ltd., which is located in Thailand, ended its operations on December 31, 2024, and this entity will not hold any employees after December 31, 2024.

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.
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.

Risks Related to the Ownership of Our Securities

There is a limited public market for our common stock.
We have outstanding options and warrants to purchase approximately 12% 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, 2024, and 2023, and at December 31, 2024, 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, 2024, we owed Centre Lane $78.8 million under the Centre Lane Senior Secured Credit Facility. Of this amount, $952,000 is due on each of March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025, respectively. The remaining balance of $75.0 million is due in 2026 or later. 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, 2024, and 2023, we had $78.8 million and $70.2 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, 2024, and 2023. During 2024 and 2023, 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 $166.9 million at December 31, 2024. 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. If we have a material weakness or deficiency in our internal control over financial reporting, 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 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, 2024, one customer represented 12.2% of our revenue, and for the year ended December 31, 2023, two customers represented 23.0% of our revenue, with one customer representing 10.0% of our revenue, and the other representing 13.0% 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 of 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.

RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES

There is a limited public market for our common stock.

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.

We have outstanding options and warrants to purchase approximately 12% of our outstanding common stock, which will have a dilutive effect on our existing shareholders if converted or exercised.

As of December 31, 2024, we had 176,114,652 shares of common stock outstanding, with options and warrants outstanding to purchase an aggregate of 21,032,733 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 12% at December 31, 2024, 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 has no fiduciary duty to make decisions in our best interest. Centre Lane 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.

Our common stock ownership is highly concentrated. As of December 31, 2024, Mr. W. Kip Speyer, our former Chairman of the Board, beneficially owned approximately 17.9% of our common stock. In addition, 10th Lane Partners LP, an affiliate of Centre Lane, beneficially owns approximately 23.6% of our common stock (which amount includes the holdings of two other Centre Lane affiliates) and an individual shareholder owns an additional 6.1% of our common stock. As a result of the concentrated ownership of the Company's stock, these people collectively 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. 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 cyber security 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 cyber security 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 cyber security strategies, initiatives, and investments to ensure alignment with business objectives and risk tolerance. In the event of a cyber security 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 cyber security 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, 2024, all of 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 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. The Company plans to appeal the judgment. 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

Effective August 19, 2022, our common stock commenced quotation for trading on the OTCQB Market 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 of the OTC Markets under the symbol "BMTM".

The Company’s common stock trades at very low volumes. There were 407 holders of record of the Company's common stock as of March 4, 2025. The closing price of our common stock as reported on the OTCQB Market on December 31, 2024 was $0.04 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, 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
	December 31, 2023
---	---	---	---	---
	High		Low
1st Quarter	$	0.35	$	0.10
2nd Quarter	$	0.14	$	0.04
3rd Quarter	$	0.11	$	0.06
4th Quarter	$	0.14	$	0.06

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

On December 26, 2024, in connection with the entry into that certain Twenty-First Amendment to Amended and Restated Senior Secured Credit Agreement (the “Twenty-First Amendment”) to the Amended and Restated Senior Secured Credit Agreement between the Company, the lenders party thereto (the “Lenders”), and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent, dated June 5, 2020, as amended, the Company issued 5,001,991 shares of common stock to an affiliate of the Lenders. The issuance of these securities was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

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, 2024, and 2023 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

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.

Recent Developments

During 2022, the Company began scaling down its operations of Slutzky & Winshman Ltd, a digital media company located in Israel that was acquired in August 2019. In 2023, we terminated operations in Israel and all employees were terminated. Also in 2023, we terminated the operation of News Distribution Network, Inc., a newspaper technology company, which we also acquired in 2019, and subsequently rebranded this service as Mediahouse. During 2024, we terminated the operation of Wild Sky Media Co Ltd., located in Thailand, and all employees were terminated. At December 31, 2024, these three entities have not yet been dissolved.

During 2024, the Company's consumer insights division maintained a business line which connected clients to individuals with expertise across a multitude of disciplines for consulting on particular projects for those clients. In March of 2024, the consumer insights division stopped offering those expert broker services and sold the assets related to its expert broker business to a third party.

In June of 2024, W. Kip Speyer retired from his position as Chairman of the Board, and Harry Schulman resigned from his position as a member of the Board. In August of 2024, the Board of Directors of the Company appointed Ms. Elaine Riddell, Mr. Joseph T. Pergola, and Mr. Thomas A. Triscari as directors of the Company, effective August 8, 2024.

On November 27, 2024, a judgment was entered against the Company granting damages of $1.7 million in connection with the Ladenburg litigation described in Item 3. On December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement for the purpose of securing a bond to stay execution of the judgment. The Company obtained the bond and a stay of execution of the judgment was granted on February 3, 2025. The Company currently plans to appeal the judgment.

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, 2024, one customer represented 12.2% of our revenue, and for the year ended December 31, 2023, two customers represented 13.0% and 10.0% of our revenue, respectively. 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, 2024, and 2023:

	Year Ended
	December 31, 2024			December 31, 2023
(in thousands)
Revenue	$	56,681		$	44,546
Cost of revenue		40,221			31,766
Gross margin		16,460			12,780
General and administrative expenses		21,378			22,522
Impairment of goodwill and intangibles		-			17,070
Financing and other expense, net		(12,106	)		(8,752	)
Net loss	$	(17,024	)	$	(35,564	)
Adjusted EBITDA (loss) (1)	$	790		$	(3,932	)

(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 $12.1 million, or 27%, for the year ended December 31, 2024 when compared to the same period in 2023. See below for a detailed analysis of revenue for the years ended December 31, 2024, and 2023.

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 $8.4 million, or 27%, for the year ended December 31, 2024 compared to 2023. See below for a detailed analysis of cost of revenue for the years ended December 31, 2024, and 2023.

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 $1.1 million, or 5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. See below for a detailed analysis of general and administrative expenses for the years ended December 31, 2024 and 2023.

Impairment of goodwill and intangibles

Impairment of goodwill and intangibles decreased approximately $17.1 million, or 100%, for the for the year ended December 31, 2024 compared to 2023.

Results of Operations

The following is our analysis of the results of operations for the years ended December 31, 2024, and 2023. 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, 2024 Compared to Year Ended December 31, 2023

Net loss from operations for the year ended December 31, 2024 was $17.0 million as compared to a net loss of $35.6 million for the year ended December 31, 2023. The following is our analysis for the period.

	Year Ended
	December 31, 2024			December 31, 2023			Change
(in thousands)
Revenue	$	56,681		$	44,546		$	12,135		27	%
Cost of revenue		40,221			31,766			8,455		27	%
Gross margin		16,460			12,780			3,680		29	%
General and administrative expenses		21,378			22,522			(1,144	)	-5	%
Impairment of goodwill and intangibles		—			17,070			(17,070	)	-100	%
Loss from operations		(4,918	)		(26,812	)		21,894		-82	%
Financing and other expense, net		(12,106	)		(8,752	)		(3,354	)	-38	%
Net loss	$	(17,024	)	$	(35,564	)	$	18,540		-52	%
Gross margin percentage		29	%		29	%				0	%

Revenue

Our revenue increased by $12.1 million, or 27%, for the year ended December 31, 2024, compared to the same period in 2023. For the year ended December 31, 2024, revenue includes $36.5 million, which represents the impact of the Big Village Acquisition, completed in April 2023. This compares to $31.0 million for the same period in 2023. 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, 2024		December 31, 2023		Change
(in thousands)
Digital publishing	$	1,733	$	4,130	$	(2,397	)	-58	%
Advertising technology		18,449		9,463		8,986		95	%
Consumer insights		26,572		23,868		2,704		11	%
Creative services		7,505		5,130		2,375		46	%
Media services		2,422		1,955		467		24	%
	$	56,681	$	44,546	$	12,135		27	%

Digital Publishing

Digital publishing revenue decreased by $2.4 million, or 58%, for the year ended December 31, 2024 compared to the same period of 2023. Approximately $1.7 million, or 3%, of the Company’s revenue for the year ended December 31, 2024 was generated from our digital publishing customers compared to $4.1 million, or 9%, for the same period in 2023. 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 $9.0 million, or 95%, for the year ended December 31, 2024 compared to the same period of 2023. Approximately $18.4 million, or 33%, of the Company’s revenue for the year ended December 31, 2024 was generated from our advertising technology customers compared to $9.5 million, or 21%, for the same period in 2023. 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 increased by $3.2 million, or 13%, for the year ended December 31, 2024 compared to the same period in 2023 and represented approximately 48% of the Company’s revenue for the year ended December 31, 2024. As discussed above, the Big Village Acquisition was completed in April 2023, and is the main driver of the increase in consumer insights revenue for the year ended December 31, 2024.

Creative Services

Creative services revenue increased by $1.9 million, or 38%, for the year ended December 31, 2024 compared to the same period in 2023, and represented approximately 13% of the Company’s revenue for the year ended December 31, 2024. As discussed above, the Big Village Acquisition was completed in April 2023, and is the main driver of the increase in creative services revenue for the year ended December 31, 2024.

Media Services

Media services revenue increased by $467,000, or 24%, for the year ended December 31, 2024 compared to the same period in 2023, and represented approximately 4% of the Company’s revenue for the year ended December 31, 2024.

Cost of Revenue

	Year Ended
	December 31, 2024		December 31, 2023		Change
(in thousands)
Direct salaries and labor costs	$	7,557	$	7,355	$	202		3	%
Direct project costs		11,723		10,246		1,477		14	%
Non-direct project costs		6,617		6,371		246		4	%
Publisher costs		12,384		5,877		6,507		111	%
Content creation		699		1,078		(379	)	-35	%
Sales commissions		1,152		764		388		51	%
Other		89		75		14		19	%
	$	40,221	$	31,766	$	8,455		27	%

Cost of revenue increased $8.4 million, or 27%, for the year ended December 31, 2024, compared to the same period of 2023. For the year ended December 31, 2024, cost of revenue includes $25.9 million, or 64% from the impact of the Big Village Acquisition, which was completed in April 2023. This compares to $24.0 million, or 75% for the same period in 2023.

Direct Salaries and Labor Cost

Direct salaries and labor cost increased $202,000, or 3% for the year ended December 31, 2024 when compared to the same period in 2023. Approximately $7.6 million, or 19%, of the Company's cost of revenue for the year ended December 31, 2024 was a result of direct salaries and labor cost, compared to $7.4 million, or 23% for the same period in 2023. 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 $1.5 million, or 14% for the year ended December 31, 2024 when compared to the same period in 2023. Approximately $11.7 million, or 29%, of the Company's cost of revenue for the year ended December 31, 2024, was a result of direct project cost compared to $10.2 million, or 32%, for the same period in 2023. As discussed above, the Big Village Acquisition, which was completed in April 2023, is the main driver of the increase in direct project cost for the year ended December 31, 2024. 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 increased $246,000, or 4%, for the year ended December 31, 2024, when compared to the same period in 2023. Approximately $6.6 million, or 16%, of the Company's cost of revenue for the year ended December 31, 2024, was a result of non-direct project cost compared to $6.4 million, or 20%, for the same period in 2023. These costs represent overall client service costs that are not specifically related to a particular project.

Publisher Cost

Publisher cost was $12.4 million, which represents 31% of overall cost of revenue, and $5.9 million, or 18%, of overall cost of revenue for the years ended December 31, 2024 and 2023, respectively. We experienced an increase of $6.5 million, or 111%, for the year ended December 31, 2024 compared to the same period in 2023. This increase is consistent with the increase noted in revenue for our advertising technology division. These costs represent payments to media providers and website publishers which drive revenue for our advertising technology division.

Gross Margin

Gross margin was $16.5 million, and $12.8 million for the years December 31, 2024 and 2023. Our gross margin increased $3.7 million or 29% for the year ended December 31, 2024, when compared to the same period for 2023. Gross margin as a percentage of revenue remained consistent at 29% for both years ended December 31, 2024 and 2023.

General and Administrative Expenses

	Year Ended
	December 31, 2024			December 31, 2023			Change
(in thousands)
Personnel costs	$	8,750		$	10,024		$	(1,274	)	-13	%
Legal fees		2,618			981			1,637		167	%
Professional fees		3,568			4,750			(1,182	)	-25	%
Insurance		775			1,014			(239	)	-24	%
Depreciation		127			125			2		2	%
Amortization		1,924			2,490			(566	)	-23	%
Website expenses		1,183			1,193			(10	)	-1	%
Data processing		1,408			899			509		57	%
Other		1,025			1,046			(21	)	-2	%
	$	21,378		$	22,522		$	(1,144	)	-5	%
Gross margin as a percentage of general and administrative expense		77	%		57	%				20	%

General and administrative expenses decreased $1.1 million, or 5%, for the year ended December 31, 2024, compared to the same period in 2023. The decrease is due to a combination of factors as discussed below.

Personnel Cost

Personnel cost decreased by approximately $1.3 million, or 13%, for the year ended December 31, 2024 compared to the same period in 2023. The Company reduced its headcount in 2024 by 71 employees, including 28 employees that were terminated as a reduction in force. The Company incurred severance cost of approximately $250,000 in connection with this reduction.

The Company incurred severance cost of approximately $389,000 associated with a headcount reduction during the same period for 2023. We had 119 total employees as of December 31, 2024, compared to 190 total employees as of December 31, 2023.

Legal Fees

Legal fees increased by $1.6 million, or 167%, for the year ended December 31, 2024, compared to the same period in 2023. This increase is due largely to payments made as part of the ongoing litigation with Ladenburg. For a full description of litigation matters, see Note 17, "Commitments and Contingencies," to the consolidated financial statements.

Professional Fees

Professional fees decreased by $1.2 million, or 25%, during the year ended December 31, 2024, when compared to the same period in 2023. Approximately $1.5 million of overall professional fees during 2023 represented costs associated with the Big Village Acquisition that were one-time in nature, and were not repeated during the current year.

Data Processing

Data processing costs increased by $509,000, or 57%, during the year ended December 31, 2024, when compared to the same period in 2023. As discussed above, the Big Village Acquisition was completed in April 2023, and contributed to data processing for nine months of the prior period and for the full twelve months of the current period, and is the main driver of the increase in data processing for the year ended December 31, 2024.

Impairment of Goodwill and Intangibles

During the year ended December 31, 2023, the Company performed an impairment assessment on goodwill and intangibles for the Ad Network, Owned & Operated, and Insights reporting units. The assessment indicated that the carrying value was in excess of its implied fair value for the Ad Network and Owned & Operated reporting units, resulting in an impairment charge of $14.1 million and $2.9 million for goodwill and intangibles, respectively. There was no such charge for the same period in 2024, after performing an impairment assessment on goodwill and intangibles for the Ad Network, Owned & Operated, and Insights reporting units. See Note 6, "Intangible Assets, Net", and Note 7, "Goodwill", to the consolidated financial statements.

Financing Expense (Income)

	Year Ended
	December 31, 2024			December 31, 2023			Change
(in thousands)
Interest expense	$	12,653		$	9,189		$	3,464		38	%
Other expense (income)		(547	)		(437	)		(110	)	25	%
Total financing and other expense, net	$	12,106		$	8,752		$	3,354		38	%

Financing expense increased $3.4 million, or 38%, for the year ended December 31, 2024, compared to the same period in 2023. This increase was largely attributable to a $3.5 million increase in interest expense related to the Centre Lane Senior Secured Credit Facility, which reflected higher principal and fees as a result of amendments to the Centre Lane Senior Secured Credit Facility during the year ended December 31, 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, 2024 as compared to December 31, 2023.

	December 31, 2024			December 31, 2023
(in thousands)
Total current assets	$	20,299		$	19,737
Total current liabilities		33,780			30,802
Net working capital (deficit)	$	(13,481	)	$	(11,065	)

As of December 31, 2024, we had a cash balance of $2.5 million and a restricted balance of $1.9 million, compared with a cash balance of $4.0 million as of December 31, 2023. 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 and 2023, the Company received $1.9 million and $8.6 million, respectively, 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, and to fund the Big Village Acquisition in 2023.

Going Concern

Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $166.9 million as of December 31, 2024. Cash flows provided by (used in) operating activities were $1.9 million and $(4.7) million for the years ended December 31, 2024, and 2023, respectively. As of December 31, 2024, the Company had a working capital deficit of approximately $13.5 million, inclusive of $2.5 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 $3.9 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. 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. The ultimate success of these plans is not guaranteed.

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 to the Amended and Restated Senior Secured Credit Agreement between themselves, the lenders party thereto (the "Lenders") 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.

In connection with the Twentieth Amendment, adjustments were made to the interest rate for outstanding loans as follows:

Changing the last out term loan PIK rate to the SOFR plus 7% until December 31, 2024, and to the SOFR plus 2% (previously 5%) thereafter;
Conversion of interest payable on the Seventeenth Amendment loans from April 2024 until June 30, 2025 from a combination of cash and PIK to solely PIK at the rate of 15%, with an option to maintain such terms after June 30, 2025 in exchange for an additional 2% PIK fee or transition to payments made 10% PIK and 5% in cash;
Extending the due date for the 5% exit fee with respect to the Nineteenth Amendment to December 31, 2024.

On December 26, 2024, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-First Amendment to the Credit Agreement, pursuant to which the Company borrowed an additional approximately $1.9 million from the Lenders (“Twenty-First Amendment Loan Amounts”). Interest incurred on the Twenty-First Amendment Loan Amounts will be payable in a combination of cash and payments in kind. Interest to be paid in cash will accrue at (i) a rate of 0% per annum from the date the Twenty-First Amendment Loan Amounts are funded until June 30, 2025 and (ii) a rate of 5% per annum thereafter; provided, however, if prior to June 30, 2025, the Company informs Centre Lane Partners that it will pay the PIK Fee (as defined below) to the Lenders, then the interest rate will remain 0% per annum. Interest to be paid in kind will accrue at (x) a rate of 15% per annum from the date the Twenty-First Amendment Loan Amounts are funded until June 30, 2025 and (y) a rate of 10% per annum thereafter; provided, however, if prior to June 30, 2025, the Company informs Centre Lane Partners that it will pay the PIK Fee to the Lenders, then the interest rate will remain 15% per annum. For purposes of the foregoing, the “PIK Fee” shall mean an amount equal to 2% of the Twenty-First Amendment Loan Amounts outstanding payable in kind.

The outstanding principal owed to Centre Lane Partners was $78.8 million and $70.2 million as of December 31, 2024 and December 31, 2023, respectively. Of the amount outstanding at December 31, 2024, approximately $3.8 million is due by December 31, 2025. The balance of $75.0 million is due in 2026. The First Out Loans and the Last Out Loans have a maturity date of April 20, 2026; the Twenty-First Amendment Loan Amounts have a maturity date of the earlier of (i) the date upon which certain litigation is resolved and results in the Company being obligated to pay a certain amount in connection with such litigation and (ii) April 20, 2026; and the Nineteenth Amendment Term Loans had a maturity date of December 31, 2024, in which the loan balance was repaid.

The amount due under the Credit Agreement bears interest at 7.0% per annum plus the Secured Overnight Financing Rate ("SOFR"). At December 31, 2024, the SOFR was 4.71%, thus the overall interest rate on this facility was 11.71% per annum at December 31, 2024.

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, 2024, and 2023:

	Year Ended December 31,
(in thousands)	2024			2023
Cash flow provided by (used in) operating activities	$	1,878		$	(4,658	)
Cash flow used in investing activities		(110	)		(14	)
Cash flow (used in) provided by financing activities		(1,361	)		8,353
Net increase in cash and cash equivalents, net of impact of exchange rates	$	406		$	3,685

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, 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.

For the year ended December 31, 2023, cash used in operating activities was $4.7 million. The primary factors affecting our operating cash flows during the period were our net loss of $35.6 million, adjusted for non-cash charges of $2.5 million for amortization of intangible assets, $2.1 million of amortization of debt discount, $17.1 million impairment of goodwill and intangibles, $6.7 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, $58,000 for the allowance of expected credit losses, $196,000 for stock option compensation expense, and a $2.1 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $1.3 million increase in accounts receivables, a $735,000 decrease in accounts payable and accrued expenses, a decrease in other liabilities of $472,000, a decrease in prepaid expenses and other current assets of $360,000, and a $701,000 decrease in deferred revenue.

Investing Activities

Cash used in investing activities of $110,000 and $14,000 for the years ended December 31, 2024 and 2023, respectively, was related to $14,000 used for the purchase of property and equipment in both 2023 and 2024, and $96,000 used for website enhancement during the year ended December 31, 2024.

Financing Activities

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.

During the year ended December 31, 2023, the Company drew $8.4 million of debt financing from the Centre Lane Senior Secured Credit Facility, which was primarily used to fund our working capital needs.

Contractual Obligations and Commitments

The following table represents our contractual obligations as of December 31, 2024, 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	252	$	79	$	173	$	-	$	-
Finance lease	42		22		20		-		-
Centre Lane Senior Secured Credit Facility	78,822		3,808		75,014		-		-
Interest payable - Centre Lane Senior Secured Credit Facility	21		21		-		-		-
	79,137	$	3,930	$	75,207	$	-	$	-

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, 2024			December 31, 2023
(in thousands)
Net loss before tax	$	(17,024	)	$	(35,564	)
Depreciation expense		127			125
Amortization of intangibles		1,924			2,490
Impairment of goodwill and intangibles		-			17,070
Amortization of debt discount		2,697			2,074
Other interest expense		39			27
Interest expense - Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes		9,917			7,088
EBITDA		(2,320	)		(6,690	)
Stock compensation expense		254			196
Non-recurring professional fees		390			1,462
Non-recurring legal fees		2,216			711
Non-recurring severance expense		250			389
Adjusted EBITDA (loss)	$	790		$	(3,932	)

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 by providing primary and secondary research, competitive intelligence, and expert insight to address customers' strategic issues. The Company recognizes revenue as the services are rendered, by applying the percentage of completion method on a cost-to-cost basis to measure progress toward satisfaction of the 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. The Company does not include costs that do not contribute to its progress toward satisfying its promise to the customer.

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 September 30 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 for details regarding goodwill impairment.

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.

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 21, "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, 2024 and 2023, 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, 2024, and 2023, 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, 2024. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the period ended December 31, 2024, 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 staff and processes, internal controls are at the forefront of our efforts to produce accurate and complete financial statements. The Company has provided standard operating procedures to ensure each process is both functioning and performed correctly. This allows for documented updates and improvements. The implementation of the month end close software also elevated our internal controls and documentation. Management does recognize that without updated systems, the manual processes will allow for possible material weaknesses in the future.

Notwithstanding the significant deficiencies described below, based on the Company’s continued improvements in its accounting staff and 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, 2024, 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, 2024.

Outlined below are the significant deficiencies identified by management, along with the remedial actions planned.

Significant Deficiency

A significant deficiency or a combination of deficiencies in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting. The presence of such a deficiency does not mean that a material misstatement has occurred, but it indicates the possibility of such an occurrence in the future.

As the Company continues to update and integrate its accounting and project systems, we have identified deficiencies in our overall internal controls, specifically as identified below:

Inadequate controls related to revenue recognition and cost of revenue processes leading to the possibility of the misstatement of material transactions impacting financial statements.
Ineffectiveness of the Company’s information technology systems and controls concerning financial information.

Inadequate controls related to share cancellation processes leading to the possibility of misstatement of transactions impacting financial statements.

To address these weaknesses, the Company has initiated a remediation plan comprising the following measures:

Updating the information technology general controls ("ITGC") risk assessment to ensure reliability, integrity, security, and confidentiality of the Company’s infrastructure and data.
Examination of information technology systems to ascertain necessary updates to support the financial reporting process.
Implementing the compliance option in Floqast to identify and document key controls. This will create a key control matrix to establish and document controls related to revenue recognition, cost of sales, equity, and other processes to enhance internal controls over financial reporting.
In the year ended December 31, 2024, the accounting and finance department has improved with the hiring of an experienced operational Controller and Accounting Manager as well as the VP of Finance. These positions will compliment and collaborate with the existing SEC Reporting Manager. We believe this will strengthen our department as we work towards strong internal controls and provide guidance beyond the finance functions for those we rely on to provide information to support our financial reporting process.

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, 2024 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	51	Interim Chairman of the Board and Chief Executive Officer
Elaine Riddell	69	Director
Joseph Pergola	50	Director and Chairman of Audit Committee
Thomas Triscari	55	Director and Chairman of Compensation Committee
Jeff Hirsch	66	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	51	Interim Chairman of the Board and Chief Executive Officer
Ethan Rudin	50	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, 2024 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, 2024 were complied with other than as follows: (i) a late Form 3 and two late Form 4s were filed for Matthew Drinkwater to report his appointment as an officer and director, and to report three transactions; (ii) a Form 3 and a Form 4 were due but have not yet been filed for Jeff Hirsch to report his appointment as a director and to report three transactions; (iii) a late Form 4 was filed for Elaine Riddell to report one transaction; (iv) a late Form 3 and late Form 4 were filed for Thomas Triscari to report his appointment as director and one transaction; (v) a late Form 4 was filed for Joseph Pergola to report one transaction; and (vi) Centre Lane Partners Master Credit Fund II, L.P. failed to file a Form 3 upon becoming a 10% shareholder.

ITEM 11. EXECUTIVE COMPENSATION

Our named executive officers for the fiscal year ended December 31, 2024 (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, 2024, and 2023:

Name and Principal Position	Year			Option Awards (1)
Matthew Drinkwater (2)	2024	400,000	200,000	*	600,000
Chief Executive Officer	2023	317,500	200,000	*	517,500
Ethan Rudin (3)	2024	325,000	81,250	*	406,250
Chief Financial Officer	2023	67,708	20,300	*	88,008

* 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.

(2) Mr. Drinkwater's annual base salary was increased to $400,000 effective June 1, 2023. He agreed to a 10% reduction in his base salary between September 2023 and December 31, 2023, which was contemporaneous with temporary salary reductions for Wild Sky Media employees.

(3) Mr. Rudin was appointed Chief Financial Officer effective October 18, 2023.

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, 2024.

	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
		125,000		125,000	(2)	$	0.010	May 26, 2032
		-		125,000	(3)	$	0.035	November 14, 2034
Ethan Rudin		81,250		243,750	(4)	$	0.010	October 28, 2033

(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 and May 26, 2024, and (ii) will vest 25% on each of May 26, 2025, and May 26, 2026.

(3) On November 14, 2024, Mr. Drinkwater was granted options to purchase 125,000 shares of common stock. These options will vest 25% on each of November 14, 2025, 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 (ii) will vest 25% on each of October 28, 2025, October 28, 2026, and October 28, 2027.

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 of 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, 2026 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, 2024. 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)
W. Kip Speyer (2)	30,000	*	60,000	90,000
Pamela Parizek (3)	2,967	*	-	2,967
Harry D. Schulman (4)	30,000	*	15,000	45,000
Jeff Hirsch	60,000	*	-	60,000
Elaine Riddell (5)	15,761	*	-	15,761
Joseph Pergola (6)	23,641	*	-	23,641
Thomas Triscari (7)	23,641	*	-	23,641

* 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.

(2) Mr. Speyer's tenure as Chairman of the Board ended on June 30, 2024. The amount listed for Mr. Speyer in the All Other Compensation column represents an amount owed to Mr. Speyer as part of a separation agreement.

(3) Ms. Parizek resigned from the Board of Directors effective January 18, 2024. As of December 31, 2024, Ms. Parizek held 229,370 shares that she received as director compensation. The shares have vested.

(4) Mr. Schulman resigned from the Board of Directors effective June 30, 2024. The amount listed for Mr. Schulman in the All Other Compensation column represents an amount owed to Mr. Schulman as part of a separation agreement. At December 31, 2024, Mr Schulman held 265,000 shares and options to purchase 107,500 shares of common stock that he received as director compensation. The shares and options have vested.

(5) Ms. Riddell was appointed a member of the Board of Directors effective August 8, 2024.

(6) Mr. Pergola was appointed a member of the Board of Directors effective August 8, 2024.

(7) Mr. Triscari was appointed a member of the Board of Directors effective August 8, 2024.

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 4, 2025 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)	10,459,033	$	0.10	12,040,967
	10,459,033	$	0.10	12,040,967

(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	9,344,806	Current plan
	10,459,033

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, 2024, 12,040,967 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 4, 2025, 177,515,227 shares of our common stock were issued and 175,965,052 shares were outstanding. The following table sets forth information with respect to the beneficial ownership of our common stock as of March 4, 2025 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	)	645,432	*
Ethan Rudin	(4	)	81,250	*
Jeffrey Hirsch	(5	)	138,082	*
Elaine Riddell	(4	)	39,891	*
Thomas Triscari	(4	)	39,891	*
Joseph Pergola	(4	)	39,891	*
All executive officers and directors as a group (6 persons)	(6	)	984,437	*
Beneficial ownership of 5% or more:
W. Kip Speyer	(7	)	31,580,657		17.9	%
10th Lane Partners, LP	(8	)	41,553,984		23.6	%
Centre Lane Partners Master Credit Fund II, LP	(9	)	15,150,000		8.6	%
BV Agency, LLC	(10	)	26,403,984		15.0	%
Andrew Handwerker	(11	)	10,730,998		6.1	%

* 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 175,965,052 shares of common stock outstanding as of March 4, 2025.

(3) Includes (i) 20,432 shares of common stock held directly by Mr. Drinkwater; and (ii) 625,000 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) 100,000 shares underlying exercisable options to purchase shares of common stock.

(6) Includes (i) 58,514 shares of common stock directly held by directors and a named executive officer; and (ii) 925,923 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 May 10, 2023 by 10th Lane Partners, LP and Centre Lane Partners Master Credit Fund II, L.P., consists of 21,401,993 shares held of record by BV Agency, LLC and 15,150,000 shared held of record by Centre Lane Partners Master Credit Fund II, LP. 10th Lane Partners, LP is the Investment Adviser for these funds and has sole voting and dispositive power of these shares. The total number of shares held has been adjusted to include 5,001,991 shares issued to BV Agency, LLC on December 26, 2024. The address for 10th Lane Partners, LP is 60 East 42nd Street, Suite 2220, New York, New York 10165.

(9) Based on a Schedule 13G/A filed on May 10, 2023 by 10th Lane Partners, LP and Centre Lane Partners Master Credit Fund II, L.P., Centre Lane Partners Master Credit Fund II LP is the record holder of 15,150,000 shares but disclaims ownership of these shares as 10th Lane Partners LP is the Investment Adviser for this fund and has sole voting and dispositive power of these shares. The address for 10th Lane Partners, LP is 60 East 42nd Street, Suite 2220, New York, New York 10165.

(10) Based on a Schedule 13G/A filed on May 10, 2023 by 10th Lane Partners, LP and Centre Lane Partners Master Credit Fund II, L.P., BV Agency, LLC is the record holder of 21,401,993 shares. 10th Lane Partners LP is the Investment Adviser for this fund and has sole voting and dispositive power of these shares. The total number of shares held has been adjusted to include 5,001,991 shares issued to BV Agency, LLC on December 26, 2024. The address for 10th Lane Partners, LP is 60 East 42nd Street, Suite 2220, New York, New York 10165.

(11) Mr. Handwerker has sole voting and dispositive power with respect to 4,078,388 shares and shared voting and dispositive power with respect to 4,732,000 shares. This information is based on a Schedule 13G/A filed on April 9, 2018, 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, 2024 and 2023.

At December 31, 2024, 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, 2024. 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, 2024, the Company has entered into twenty-one amendments to the Amended and Restated Senior Secured Credit Agreement between it and Centre Lane Partners (the “Credit Agreement”).

The highest total amount of related party debt including fees and interest paid in kind capitalized owed to Centre Lane Partners was $78.8 million at December 31, 2024. Interest paid during the year was $539,000 in cash, and $9.4 million paid in kind.

Employment Matters

Effective as of June 29, 2024, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with W. Kip Speyer, the Company’s former Chairman of the Board, pursuant to which, among other things, the Company agreed to make the following payments to Mr. Speyer:

within two business days of June 29, 2024, the Company would pay (a) 100% of the principal and interest owed to Mr. Speyer pursuant to (1) the 10% Convertible Promissory Note issued by the Company to Mr. Speyer on November 12, 2018 and (2) the 10% Convertible Promissory Note issued by the Company to Mr. Speyer on November 20, 2018 and (b) $15,000 to Mr. Speyer for his services as a director of the Company for the quarter ended June 30, 2024; and
twelve monthly payments of $5,000 each commencing on July 1, 2024 and ending on June 1, 2025, for an aggregate payment over the twelve-month period of $60,000.

The Company also agreed to accelerate vesting of 125,000 unvested stock options held by Mr. Speyer, such that 100% of such options would be fully vested on June 30, 2024. Further, the Company agreed to cooperate with Mr. Speyer to lift any restrictions on the sale of any shares of Common Stock held by Mr. Speyer, subject to certain conditions.

In exchange for the foregoing, Mr. Speyer agreed to release and waive certain claims he may have had against the Company related to his employment with the Company and certain securities he owned in the Company. Mr. Speyer also agreed to assist the Company in any legal matters arising from his employment with the Company or made by or against a third party. Mr. Speyer also agreed to certain non-disparagement, non-solicitation, and confidentiality provisions.

In connection with the Separation Agreement, the Company and Mr. Speyer also entered into a piggyback registration rights agreement, pursuant to which Mr. Speyer is entitled to certain piggyback registration rights with respect to any proposed registrations of Common Stock to be made by the Company, aside from those to be made on Form S-4, those made on Form S-8, those made in connection with the resale of Common Stock issued pursuant to a PIPE investment or equity line of credit, or those made in connection with the issuance of securities of the Company in a non-underwritten registered direct offering that serves as an equivalent to a PIPE investment.

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, 2024 and 2023, respectively.

	Year Ended
	December 31, 2024		December 31, 2023
Audit fees (1)	$	832,900	$	790,261
Audit-related fees (2)		40,705		32,319
Tax fees (3)		30,739		37,704
All other fees (4)		-		-
	$	904,344	$	860,284

(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, 2024 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, 2024 and 2023.

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 2024 and 2023 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
2.1	Share Exchange Agreement and Plan of Merger dated July 31, 2019 by and among Bright Mountain Media, Inc., Bright Mountain Israel Acquisition Ltd. (a to be formed entity), Slutzky & Winshman Ltd. and the shareholders of Slutzky & Winshman, Ltd.	8-K	8/1/19	2.1
2.2	Merger Agreement and Plan of Merger dated November 8, 2019 by and among Bright Mountain Media, Inc. BMTMZ, and News Distribution Network, Inc.	8-K	11/21/19	2.1
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)				X
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				X
10.8	Sublease Agreement dated May 31, 2024 for registrant's principal executive office, suite 2050				X
10.9	Sublease Agreement dated May 31, 2024 for registrant's principal executive office, suite 2200				X
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				X
10.43	Annex A to the Credit Agreement, dated December 26, 2024				X
10.44	Employment Agreement dated October 2, 2023 by and between the Company and Ethan Rudin	10-K	4/1/24	10.37
10.45	Employment Agreement dated December 1, 2024 by and between the Company and Matthew Drinkwater				X

10.46	Separation Agreement by and between the Company and W. Kip Speyer, executed June 29, 2024	10-Q	8/14/24	10.3
10.47	Separation Agreement by and between the Company and Harry Schulman, executed June 30, 2024	10-Q	8/14/24	10.4
14.1	Code of Ethics				X
19.1	Insider Trading Policies and Procedures (contained in Exhibit 14.1)				X
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)				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 10, 2025	By:	/s/ Matthew Drinkwater
		Matthew Drinkwater
		Interim Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
Date: March 10, 2025	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 10, 2025	By:	/s/ Matthew Drinkwater
		Matthew Drinkwater
		Interim Chairman of the Board and Chief Executive Officer
Date: March 10, 2025	By:	/s/ Elaine Riddell
		Elaine Riddell
		Director
Date: March 10, 2025	By:	/s/ Joseph Pergola
		Joseph Pergola
		Director
Date: March 10, 2025	By:	/s/ Thomas Triscari
		Thomas Triscari
		Director
Date: March 10, 2025	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, 2024 and 2023	F-7
Consolidated statements of operations and comprehensive loss for the years ended December 31, 2024 and 2023	F-8
Consolidated statements of changes in stockholders’ deficit for the years endedDecember 31, 2024 and 2023	F-9
Consolidated statements of cash flows for the years endedDecember 31, 2024 and 2023	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, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, change in stockholders’ deficit and cash flows for each of the years ended December 31, 2024 and 2023, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the period ended,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 and in accordance with auditing standards generally accepted in the United States of America. 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. Bright Mountain Media, Inc. 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 14 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.

F-2

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 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

F-3

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.
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, 2024 the Company’s intangible assets and goodwill were approximately $13.4m and $7.8m, 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.

F-4

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, 2024. 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 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, 2024, the Company entered into various amendments to the credit facility for additional loans used for working capital. Part of the amendments include fees that would be added and capitalized into 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 is a modification or an extinguishment of debt.

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 the Company's external valuation specialist that assessed each amendment to the credit agreement. There was a total of two amendments that were executed during the year. For each of the amendments, the external valuation specialist 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 subsequent to the extinguishment that took place during the year ended December 31, 2023. We performed a walk-through of the design effectiveness and implementation of internal controls related to financial reporting of the debt cycle.

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.

F-5

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 terms subsequent to the extinguishment that took place during the year-ended December 31, 2023.
We reviewed the professional qualifications and objectivity/independence of the external valuation specialist.
We independently performed a calculation of the present value of the debt instrument under the new terms from each of the amendments and the terms subsequent to the extinguishment that took place during the year-ended December 31, 2023. of the debt instrument to evaluate whether the external valuation specialist’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 10, 2025

PCAOB ID Number

100

F-6

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	2,546		$	4,001
Restricted cash	1,861			-
Accounts receivable, net	15,033			14,679
Prepaid expenses and other current assets	859			1,057
Total current assets	20,299			19,737
Property and equipment, net	69			199
Intangible assets, net	13,406			15,234
Goodwill	7,785			7,785
Operating lease right-of-use assets	253			306
Other long-term assets	158			156
Total assets	41,970		$	43,417
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	22,667		$	17,497
Other current liabilities	4,401			3,025
Interest payable - 10% convertible promissory notes - related party	-			39
Interest payable - Centre Lane senior secured credit facility - related party	21			-
Deferred revenue	2,883			4,569
Note payable - 10% convertible promissory notes, net of discount - related party	-			80
Note payable - Centre Lane senior secured credit facility - related party (current)	3,808			5,592
Total current liabilities	33,780			30,802
Other long-term liabilities	169			325
Note payable - Centre Lane senior secured credit facility - related party (long-term)	71,043			58,674
Finance lease liabilities	20			42
Operating lease liabilities	185			239
Total liabilities	105,197			90,082
Stockholders' deficit:
Convertible preferred stock, par value 0.01, 20,000,000 shares authorized, no shares issued or outstanding at December 31, 2024 and December 31, 2023, respectively	-			-
Common stock, par value 0.01, 324,000,000 shares authorized, 177,464,827 and 172,103,134 issued, and 176,114,652 and 171,277,959 outstanding at December 31, 2024 and December 31, 2023, respectively	1,775			1,721
Treasury stock at cost, 1,350,175 and 825,175 shares at December 31, 2024 and December 31, 2023, respectively	(220	)		(220	)
Additional paid-in capital	101,798			101,405
Accumulated deficit	(166,857	)		(149,833	)
Accumulated other comprehensive income	277			262
Total stockholders' deficit	(63,227	)	$	(46,665	)
Total liabilities and stockholders' deficit	41,970		$	43,417

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, 2024			December 31, 2023
Revenue	$	56,681		$	44,546
Cost of revenue		40,221			31,766
Gross margin		16,460			12,780
General and administrative expenses		21,378			22,522
Impairment of goodwill and intangible assets		-			17,070
Loss from operations		(4,918	)		(26,812	)
Financing and other expense:
Other income		547			437
Interest expense - 10% convertible promissory notes - related party		(4	)		(20	)
Interest expense - Centre Lane senior secured credit facility - related party		(12,610	)		(9,142	)
Other interest expense		(39	)		(27	)
Total financing and other expense, net		(12,106	)		(8,752	)
Net loss before income tax		(17,024	)		(35,564	)
Income tax provision		-			-
Net loss	$	(17,024	)	$	(35,564	)
Foreign currency translation		15			145
Comprehensive loss	$	(17,009	)	$	(35,419	)
Net loss per common share:
Basic	$	(0.10	)	$	(0.22	)
Diluted	$	(0.10	)	$	(0.22	)
Weighted average shares outstanding:
Basic		171,199,036			164,845,671
Diluted		171,199,036			164,845,671

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, 2022		150,444,636		$	1,504		(825,175	)	$	(220	)	$	98,797	$	(114,269	)	$	117	$	(14,071	)
Net loss		-			-		-			-			-		(35,564	)		-		(35,564	)
Adjustment to common stock for Oceanside acquisition		(23,495	)		-		-			-			-		-			-		-
Common stock issued for options exercised		90,000			1		-			-			-		-			-		1
Stock-based compensation		-			-		-			-			196		-			-		196
Common stock issued to Centre Lane Partners		21,401,993			214		-			-			1,712		-			-		1,926
Common stock issued for services rendered		190,000			2		-			-			29		-			-		31
Extinguishment of Centre Lane Credit Facility		-			-		-			-			671		-			-		671
Adjustment from foreign currency translation, net		-			-		-			-			-		-			145		145
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	)

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)

	December 31, 2024			December 31, 2023
Cash flows from operating activities:
Net loss	$	(17,024	)	$	(35,564	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation expense		127			125
Interest paid-in-kind on Centre Lane senior secured credit facility - related party		9,353			6,656
Amortization of operating lease right-of-use assets		67			61
Amortization of debt discount		2,697			2,074
Amortization of intangible assets		1,924			2,490
Impairment of goodwill and intangible assets		-			17,070
Stock-based compensation		254			196
Common stock issued for services rendered		16			31
Provision for credit losses		15			58
Changes in operating assets and liabilities:
Accounts receivable		(369	)		1,325
Prepaid expenses and other assets		198			360
Operating lease liabilities		(53	)		(54	)
Accounts payable and accrued expenses		5,176			735
Other liabilities		1,201			472
Interest payable - Centre Lane senior secured credit facility - related party		21			-
Interest payable - 10% convertible promissory notes - related party		(39	)		8
Deferred revenue		(1,686	)		(701	)
Net cash provided by (used in) operating activities		1,878			(4,658	)
Cash flows from investing activities:
Purchase of property and equipment		(14	)		(14	)
Capitalization of website development		(96	)		-
Net cash used in investing activities		(110	)		(14	)
Cash flows from financing activities:
Proceeds from stock option exercises		1			1
Principal payments on finance lease liabilities		(18	)		(4	)
Proceeds from Centre Lane senior secured credit facility - related party		1,861			8,626
Repayment of principal on Centre Lane senior secured credit facility - related party		(3,125	)		(270	)
Repayment of principal on 10% convertible promissory notes - related party		(80	)		-
Net cash (used in) provided by financing activities		(1,361	)		8,353
Effect of foreign exchange rates on cash		(1	)		4
Net increase in cash, cash equivalents, and restricted cash		406			3,685
Cash, cash equivalents, and restricted cash at the beginning of the period		4,001			316
Cash, cash equivalents, and restricted cash at the end of the period	$	4,407		$	4,001
Reconcilation of cash, cash equivalents, and restricted cash to the consolidated balance sheet:
Cash and cash equivalents		2,546			4,001
Restricted cash		1,861			-
Total cash, cash equivalents, and restricted cash	$	4,407		$	4,001
Supplemental disclosure of cash flow information:
Cash paid for interest		539			425
Interest paid-in-kind on Centre Lane senior secured credit facility - related party		9,353			6,656
Supplemental disclosure of non-cash investing and financing activities:
Recognition of right-of-use assets and operating lease liabilities		-			64
Agency and exit fees to Centre Lane for debt financing		505			917
Annual administration fee to Centre Lane for debt financing		35			35
Issuance of common stock to Centre Lane for debt financing		175			1,926
Issuance of debt to finance acquisition of Big Village Entities		-			19,874
Extinguishment of Centre Lane credit facility		-			671

See accompanying notes to consolidated financial statements.

F-10

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE 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, and creative services, and media services.

During the year ended December 31, 2023, the Company completed the acquisition of two business units of Big Village (Big Village Insights, Inc., and Big Village Agency LLC (together, referred to as the "Big Village Entities")), in an all-cash transaction funded by the Centre Lane senior secured credit facility (the "Big Village Acquisition").

Digital Publishing

Advertising Technology

Consumer Insights

Creative Services

Media Services

F-11

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE 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.

Going Concern and Liquidity

Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $166.9 million as of December 31, 2024. Cash flows provided by (used in) operating activities were $1.9 million and $(4.7) million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company had a working capital deficit of approximately $13.5 million inclusive of $2.5 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. 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 is also dependent upon the stock volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, 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 needs 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 U.S. and other foreign countries in which the Company operates.

As of December 31, 2024, the Company exceeded the federally insured limits 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 FDIC insured limit in the amount of $2.3 million as of December 31, 2024. The Company held a cash balance with a single financial institution in excess of the FDIC insured limit in the amount of $3.7 million as of December 31, 2023.

As of December 31, 2023, the Company exceeded the insurance limit of $29,000 for one of its international bank accounts by $31,000. The Company did not exceed the insurance limit of its international bank accounts as of December 31, 2024.

F-12

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

At December 31, 2024, and 2023, the Company had $2.5 million and $4.0 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 item in the consolidated balance sheets. At December 31, 2024, the Company had $1.9 million in restricted cash, consisting of cash restricted for settlement of judgment purposes. See Note 17, Commitments and Contingencies, to the consolidated financial statements. At December 31, 2023, the Company did not have restricted cash.

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 310.

The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company are exhausted, the determination for charging off uncollectible receivables is made. Expected credit losses are recorded as general and administrative expenses on our consolidated statements of operations and comprehensive loss.

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 THE 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 whenever events or changes in 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. See Note 6, Intangible Assets, Net, to the consolidated financial statements for details regarding impairment of intangibles.

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.

F-14

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

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.

F-15

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

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, 2024, the Company performed enhancements to its website of approximately $96,000. During the year ended December 31, 2023, all website development costs were expensed.

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, 2024 and 2023, advertising and marketing expense was $134,000 and $257,000, 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.

F-16

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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, 2024 and 2023, the Company owned 1,350,175 and 825,175 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.

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. 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.

F-17

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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, the determination of the relative selling prices of our services, 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 Center 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, costs and expenses on the date of the transaction. Translation gains and losses as a result of consolidation are included in accumulated other comprehensive loss. Transaction gains and losses are included within “general and administrative expense” on the consolidated statements of operations and comprehensive loss.

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.

The Company generates revenue as follows:

selling of advertisements placed on the Company’s owned and managed sites, as well as from advertisements placed on partner websites, for which the Company earns a share of the revenue;
facilitating the real-time buying and selling of advertisements at scale between networks of buyers, known as DSPs and sellers known as SSPs;
serving advertisers and agencies by providing access to premium inventory and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaign; and
providing primary research and secondary research, competitive intelligence and expert insight to address customer's strategic issues, where revenue is primarily derived from providing a single integrated service for research.

F-18

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table provides information about customer and vendor concentration that exceeds 10% of revenue, accounts receivable and accounts payable for the years ended December 31, 2024 and 2023:

	Year Ended
	December 31, 2024			December 31, 2023
Revenue Concentration
Customers exceeding 10% of revenue		1			2
Percentage of revenue:
Customer 1		12.2	%		13.0	%
Customer 2	*				10.0	%
Total percentage of revenue		12.2	%		23.0	%

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

	December 31, 2024			December 31, 2023
Accounts Receivable Concentration
Customers exceeding 10% of accounts receivable		3			2
Percentage of accounts receivable:
Customer 1	*				15.7	%
Customer 2	*				10.5	%
Customer 3		13.5	%	*
Customer 4		11.1	%	*
Customer 5		10.4	%	*
Total percentage of accounts receivable		35.0	%		26.2	%

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

Off-balance Sheet Arrangements

There are no off-balance sheet arrangements as of December 31, 2024 and December 31, 2023.

Reclassification

As of and for the year ended December 31, 2024, reclassification of certain accounts has been made to previously reported amounts to conform to their treatment to the current period. Specifically, the Company identified a reclassification for non-direct project cost from personnel cost under general and administrative expenses to cost of revenue on the consolidated statements of operations and comprehensive loss. These reclassifications had no impact on the previously reported net loss for the year ended December 31, 2023.

Effective Accounting Pronouncements Adopted

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The new standard was effective January 1, 2024 (early adoption was permitted, but not earlier than January 1, 2021). This standard did not have an impact on our consolidated financial statements for the period ended December 31, 2024.

For 2024 annual reporting, we adopted Accounting Standards Update 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, 2024.

F-19

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This new standard will be effective for the annual periods beginning the year ended December 31, 2025. The new standard permits early adoption and can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In November 2024, 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 the year ended December 31, 2027 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.

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net, consisted of the following:

	December 31, 2024			December 31, 2023
(in thousands)
Accounts receivable	$	12,460		$	13,799
Unbilled receivables (1)		2,698			1,252
		15,158			15,051
Less: allowance for current expected credit losses		(125	)		(372	)
Accounts receivable, net	$	15,033		$	14,679

(1) Unbilled receivable represents amounts for services rendered at the end of the period pending generation of invoice to the customer.

Accounts receivable, net at January 1, 2023 was $3.6 million.

Expected credit losses (recoveries) were $15,000, and $58,000 for the years ended December 31, 2024, and 2023, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

NOTE 4 – PREPAID EXPENSE AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:

	December 31, 2024			December 31, 2023
(in thousands)
Prepaid insurance (1)	$	358		$	618
Prepaid software		93			46
Deposits		158			156
Subscriptions		213			174
Other current assets (2)		195			219
Total prepaid costs and other assets		1,017			1,213
Less: other long-term assets		(158	)		(156	)
Prepaid expenses and other current assets	$	859		$	1,057

(1) Includes $291,000 and $618,000 which is being paid over a period of time and is included in accounts payable at December 31, 2024 and 2023, respectively.

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

F-20

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

	Useful Life	December 31, 2024			December 31, 2023
(in thousands)
Furniture and fixtures	3 - 5	$	-		$	8
Computer equipment	3		76			190
Computer software	5		206			206
			282			404
Less: accumulated depreciation			(213	)		(205	)
Property and equipment, net		$	69		$	199

Depreciation expense was $127,000, and $125,000 for the years ending December 31, 2024, and 2023, respectively and is included in general and administrative expenses on the consolidated statements of operations and comprehensive loss.

NOTE 6 – INTANGIBLE ASSETS, NET

Website acquisitions, net, consisted of the following:

	December 31, 2024			December 31, 2023
(in thousands)
Website acquisition assets	$	1,125		$	1,124
Add: website development costs		96			-
		1,221			1,124
Less: accumulated amortization		(1,127	)		(1,123	)
Website acquisition assets, net	$	94		$	1

Other intangible assets, net, consisted of the following:

		December 31, 2024							December 31, 2023
	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	$	(3,795	)	$	4,586	$	8,381	$	(3,167	)	$	5,214
IP/technology	10		5,821		(2,575	)		3,246		5,821		(2,180	)		3,641
Customer relationships	5 - 10		13,380		(7,900	)		5,480		13,380		(7,002	)		6,378
Non-compete agreements	3 - 5		402		(402	)		-		402		(402	)		-
Other intangible assets, net		$	27,984	$	(14,672	)	$	13,312	$	27,984	$	(12,751	)	$	15,233

The Company performed an impairment assessment during the period ended December 31, 2023, and recorded an impairment loss of $2.9 million. There was no triggering event or impairment loss for the year ended December 31, 2024.

	December 31, 2023		December 31, 2024
	Accumulated<br>Amortization		Impairment Loss		Amortization<br>Expense		Accumulated<br>Amortization
(in thousands)
Trade name	$	3,167	$	-	$	628	$	3,795
IP/technology		2,180		-		395		2,575
Customer relationships		7,002		-		898		7,900
Non-compete agreements		402		-		-		402
Other intangible assets, net	$	12,751	$	-	$	1,921	$	14,672

During the year ended December 31, 2023, the Company acquired intangible assets through the acquisition of the Big Village Entities as follows:

F-21

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	Useful Life	Gross Carrying Amount
(in thousands)
Trade name	7 - 10	$	5,622
Developed technology	10		3,838
Customer relationships	7 - 10		6,700
Acquired intangible assets		$	16,160

For further details on the Big Village Acquisition, see Note 13, Business Combinations to the consolidated financial statements.

	December 31, 2024		December 31, 2023
(in thousands)
Website	$	94	$	1
Other intangible assets		13,312		15,233
Intangible assets, net	$	13,406	$	15,234

Amortization expense for the years ended December 31, 2024, and 2023 was approximately $1.9 million, and $2.5 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, 2024, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows:

2025	$	1,864
2026		1,788
2027		1,788
2028		1,788
Thereafter		6,178
Total expected amortization expense	$	13,406

NOTE 7 – GOODWILL

The following table represents the allocation of goodwill as of December 31, 2024 and 2023:

	Owned & Operated			Ad Network			Insights		Total
(in thousands)
December 31, 2022	$	9,725		$	9,920		$	-	$	19,645
Additions		1,357			-			907		2,264
Impairment		(8,217	)		(5,907	)		-		(14,124	)
December 31, 2023		2,865			4,013			907		7,785
Additions		-			-			-		-
Impairment		-			-			-		-
December 31, 2024	$	2,865		$	4,013		$	907	$	7,785

Goodwill acquired as part of the Big Village Acquisition totals $2.3 million and represents the value of unidentifiable intangible assets including assembled workforce and strategic benefits that are expected to be achieved. 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”. See Note 13, Business Combinations to the consolidated financial statements.

F-22

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2023 and December 31, 2023, an impairment assessment was performed on goodwill for Ad Network, Owned & Operating 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 Ad Network and Owned & Operating reporting units was less than the carrying value, hence, we performed a quantitative analysis. Our assessment for Insights reporting unit did not have such conclusion, hence a quantitative analysis was not required.

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 Ad Network and Owned & Operating reporting units is less than its carrying value which resulted in an impairment charge of approximately $14.1 million for the year ended December 31, 2023.

At September 30, 2024, an impairment assessment was performed on goodwill for Ad Network, Owned & Operating and Insights reporting units. The assessment used a qualitative assessment, including 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 Ad Network, Owned & Operating and Insights reporting units exceeds its carrying amount. Since the assets are considered recoverable, no impairment charge was recognized for the year ended December 31, 2024.

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	December 31, 2024		December 31, 2023
(in thousands)
Accounts payable (1)	$	14,428	$	11,391
Accrued wages, commissions, and bonus		527		353
Publisher cost		2,811		1,153
Professional fees		1,138		1,322
Subcontractor		3,438		3,013
Other		325		265
Total accounts payable and accrued expenses	$	22,667	$	17,497

(1) Accounts payable includes $5.2 million at both December 31, 2024 and December 31, 2023, respectively, for Slutzky & Winshman Ltd. and Mediahouse Inc., whose operations were terminated during the year ended December 31, 2023. Accounts payable includes $266,000 at December 31, 2024 for Wild Sky Media Co. Ltd., whose operations were terminated during the year ended December 31, 2024.

F-23

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

	December 31, 2024			December 31, 2023
(in thousands)
Current portion of long-term lease	$	101		$	82
Dividend payable		691			692
Project advance expense (1)		1,546			1,401
Litigation reserves		2,224			1,152
Other current liabilities		8			23
Total other liabilities		4,570			3,350
Less: other long-term liabilities		(169	)		(325	)
Other current liabilities	$	4,401		$	3,025

(1) Represents amount 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 income statement.

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 Wild Sky Media, a subsidiary of the Company (the “Purchase Agreement”). To finance this acquisition, the Company obtained a first lien senior secured credit facility from Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”) in the amount of $16.5 million, comprised of $15.0 million of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $900,000 and approximately $500,000 of expenses.

As of December 31, 2024, Centre Lane Partners had loaned the Company an additional $39.9 million to provide liquidity to fund operations. 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 April 4, 2023, the Company entered into a commitment letter (the “Commitment Letter”) with Centre Lane Partners, pursuant to which they would provide financing in the form of a senior secured credit facility for the acquisition of the Big Village Entities. On April 20, 2023, the Company and its subsidiaries entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”) with Centre Lane Partners. The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $26.3 million to, among other things, finance the Big Village Acquisition. This term loan, which was provided by BV Agency, LLC, matures on April 20, 2026 and was issued at a discount of 5% or $1.3 million. Interest of 15% payable under the note is payable-in-kind in lieu of cash payment up to April 30, 2024, then 5% payable quarterly in cash and 10% payable-in-kind in lieu of cash payment until maturity of April 20, 2026. As a result of the Twentieth Amendment (as described below), interest payable on the loans under the Seventeenth Amendment from April 2024 until June 30, 2025 was converted from a combination of cash and PIK to solely PIK at the rate of 15%, with an option to maintain such terms after June 30, 2025 in exchange for an additional 2% PIK fee or to transition to payments made 10% PIK and 5% in cash.

As part of the Seventeenth Amendment, the Company is required to pay an amendment fee of 2% of the principal amount of the existing initial principal plus amendments one to eight ("First In Last Out Loans") and amendments nine to sixteen ("Last In First Out Loans"), totaling $706,000, additionally, an exit fee of $18,000 of the loan to finance the Big Village Acquisition. The outstanding principal on these at April 20, 2023 was $31.0 million and $4.3 million, respectively. These fees total $724,000 and are due and payable at maturity.

Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. The shares were valued at $1.9 million, based on a per share price of $0.09, which was the closing price of the Company’s common stock at close of market on April 19, 2023.

F-24

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On July 28, 2023, the Company and its subsidiaries entered into the Nineteenth Amendment to the Credit Agreement (the “Nineteenth Amendment”) with Centre Lane Partners to provide for an additional term loan amount of $2.0 million to, among other things, finance the integration and further growth of the Company post-Big Village Acquisition. This term loan was part of the Last In First Out Loans and matured on June 28, 2024.

On June 30, 2024 the Company and its subsidiaries entered into the Twentieth Amendment to the Credit Agreement (the "Twentieth Amendment" and together with the Credit Agreement and all other amendments thereto, the "Centre Lane Secured Credit Facility") with Centre Lane Partners to provide, among other things, for the extension of the maturity date of the term loan under the Nineteenth Amendment to December 31, 2024. Beginning September 30, 2024, the Company commenced repayment by making four monthly payments of principal and interest with the balance paid on December 31, 2024.

The original note issued under the Centre Lane Senior Secured Credit Facility initially bore interest at a rate of 6.0% per annum, with payments of 2.5% of outstanding principal beginning on June 30, 2023. The interest rate was increased to 10.0% pursuant to the first amendment to the Centre Lane Senior Secured Credit Facility and interest payable under the note is PIK in lieu of cash payment.

Commencing with the Ninth Amendment, the interest rate was increased to 12% per annum on all subsequent draws with 8% per annum payable quarterly in cash and 4% per annum payable-in-kind in lieu of cash payment. These “last in first out loans,” totaling $5.2 million inclusive of exit fees at December 31, 2024, are due and payable on April 20, 2026, excluding the amounts due under the Nineteenth Amendment which were due and payable on December 31, 2024.

In connection with the Nineteenth Amendment, adjustments were made to the interest rate for outstanding loans with the exception of the draw under the Seventeenth Amendment as follows:

The interest rate per annum changed to 7.0% plus the Secured Overnight Financing Rate ("SOFR"). At December 31, 2024, the SOFR was 4.71% , thus the overall interest rate on these facilities was 11.71%, per annum; and
The cash pay rate for the last in first out loans was changed to the SOFR plus 3.0% per annum. At December 31, 2024, the rate was 7.71% per annum.

In connection with the Twentieth Amendment, adjustments were made to the interest rate for outstanding loans as follows:

Adjusting the amortization of the last out loans with quarterly installments of $100,000 commencing on September 30, 2024, with quarterly payments increasing to 2.5% of the amount outstanding under the loans (including capitalized PIK interest) commencing on March 31, 2025. The amount outstanding under the last out loans was $37.5 million at December 31, 2024.
Changing the last out term loan PIK rate to the SOFR plus 7% until December 31, 2024, and to the SOFR plus 2% (previously 5%) thereafter;
Converting interest payable on the Seventeenth Amendment loan from April 2024 until June 30, 2025 from a combination of cash and PIK to solely PIK at the rate of 15%, with an option to maintain such terms after June 30, 2025 in exchange for an additional 2% PIK fee or to transition to payments made 10% PIK and 5% in cash;
Extending the due date for the 5% exit fee with respect to the Nineteenth Amendment to December 31, 2024; and
Agreeing to pay an amendment fee equal to 2% of the principal amount of the Seventeenth Amendment term loan and Nineteenth Amendment term loan, which amount was paid-in-kind by adding the amount of such amendment fee to the outstanding principal balance. This fee was $672,000 at June 30, 2024.

On December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement (the "Twenty-First Amendment") with Centre Lane Partners for the purpose of securing a bond (the "Bond") to stay execution of a judgment in the amount of approximately $1.7 million that was entered into against the Company as a result of certain disclosed litigation (the "Ladenburg litigation"), as the Company intends to appeal the judgment. See Note 17, Commitments and Contingencies. On December 26, 2024, the Company borrowed an additional approximately $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 on the earlier of (i) the date upon which the Ladenburg litigation is resolved and results in the Company being obligated to pay less than the judgment, and (ii) April 20, 2026.

F-25

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Interest included on the Twenty-First Amendment loan amounts will be payable in a combination of cash and payments in kind. Interest to be paid in cash will accrue at (i) a rate of 0% per annum from the date the loan amounts are funded until June 30, 2025, and (ii) a rate of 5% per annum thereafter; provided, however if prior to June 30, 2025, the Company informs Centre Lane Partners that it will pay the PIK fee to the lenders, then the interest rate will remain 0% per annum. Interest to be paid in kind will accrue at (i) a rate of 15% per annum from the date the loan amounts are funded until June 30, 2025 and (ii) a rate of 10% per annum thereafter; provided, however if prior to June 30, 2025, the Company informs Centre Lane Partners that it will pay the PIK fee to the lenders, then the interest rate will remain 15% per annum. For purposes of the foregoing, the PIK fee shall mean an amount equal to 2% of the Twenty-First Amendment loan amounts outstanding payable in kind.

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 5,0001,991 shares of the common stock, to an affiliate of the lenders. Following such issuance, Centre Lane Partners and its affiliates collectively beneficially own approximately 23.6% of the Company's common stock. As of December 31, 2024, BV Agency, LLC, and Centre Lane Partners beneficially own approximately 15.0% and 8.6% of the Company’s outstanding common stock, respectively.

Optional Prepayment

The Company may, at any time, voluntarily prepay, in whole or in part, a minimum of $250,000 of 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.

Repayment of Loans

With respect to the last out loans, the Company was initially required to repay in cash to Centre Lane Partners (i) commencing with the fiscal quarter ended on June 30, 2023, in consecutive quarterly installments to be paid on the last day of each fiscal quarter of the Company, an amount equal to 2.5% of the outstanding aggregate principal amount of the original principal plus draws advanced by amendments 2 through 8 along with accrued and unpaid interest (after giving effect to capitalized PIK Interest) and (ii) on the maturity date all outstanding obligations (including, without limitation, all accrued and unpaid principal and interest on the principal amounts of the Loans (including any accrued but uncapitalized PIK Interest)) of the loan parties that are due and payable on such date. As a result of the Twentieth Amendment, the Company will commence amortization of the first in last out loans with quarterly installments of $100,000 commencing on September 30, 2024, with quarterly payments increasing to 2.5% of the amount outstanding under the loans (including capitalized PIK interest) commencing on March 31, 2025.

On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners to change the timing of certain installment payments which were due on June 30, 2023. The Eighteenth Amendment deferred these payments into equal monthly installments due on July 3, 2023, August 7, 2023, and September 5, 2023, respectively. There was no impact on principal or interest and no fees incurred by the Company as a result of this amendment.

In connection with the Nineteenth Amendment, and prior to the execution of the Twentieth Amendment, quarterly installments equal to 2.5% of the outstanding aggregate principal were due on the first in last out loans commencing March 31, 2024. For the year ended December 31, 2024, the Company paid $3.1 million toward the principal loan balance. For the year ended December 31, 2023, the Company paid $270,000 toward the principal loan balance.

The amount outstanding under the first in last out loans was $37.5 million at December 31, 2024. Interest payable on the last in first out loans at December 31, 2024 was $21,000.

During the year ended December 31, 2024, the Company paid approximately $539,000 towards outstanding interest on the last in first out loans. During the year ended December 31, 2023, the Company paid approximately $425,000 towards outstanding interest on the last in first out loans.

F-26

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fees

Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is also required to pay Centre Lane Partners a non-refundable annual administration fee equal to $35,000 for agency services provided under this agreement. 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 (“Effective Date”) of the Centre Lane Senior Secured Credit Facility 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. The accumulated administrative fee since inception of the facility is $175,000 and is included in outstanding principal. The administrative fee charged during the years ended December 31, 2024 and 2023 was $35,000 for both periods, respectively.

The below table summarizes the loan balances and accrued interest for the years ended December 31, 2024 and 2023:

	December 31, 2024		December 31, 2023
(in thousands)
Note payable - Centre Lane senior secured credit facility - related party (current)	$	3,808	$	5,592
Note payable - Centre Lane senior secured credit facility - related party (net of discount)		71,043		58,674
Net principal		74,851		64,266
Add: debt discount		3,971		5,962
Outstanding principal	$	78,822	$	70,228

The below table summarizes the movement in the outstanding principal from inception through December 31, 2024:

	December 31, 2024			December 31, 2023
(in thousands)
Opening balance	$	70,228		$	33,109
Add:
Draws		1,861			29,816
Exit and other fees, net		505			917
Interest capitalized		9,353			6,656
		81,948			70,498
Less
Payments		(3,125	)		(270	)
Outstanding principal	$	78,822		$	70,228

Amendments to Centre Lane Senior Secured Credit Facility

Commencing April 2021, the Company and certain of its subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners. The Credit Agreement was amended a number of times to provide for additional loans used for working capital and acquisitions. In addition, and as part of the transaction, there are exit fees (the “Exit Fees”), which will be added and capitalized to the principal amount of the original loan. As of December 31, 2024, there were twenty-one amendments to the Centre Lane Senior Secured Credit Facility.

Consistent with FASB 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.

F-27

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In connection with the Seventeenth Amendment, the Company determined that the change was an extinguishment consistent with ASC 470, Debt, the old debt of $35.5 million was de-recognized and the new debt of $62.7 million was recognized at estimated fair value. A gain on extinguishment was recognized against additional paid in capital of $671,000, as Centre Lane Partners is a related party.

The below table summarizes the amendments that were executed by the Company since the inception of the facility to December 31, 2024, (in thousands, except for share data):

No.		Date	Draw		Repayment Date	Interest Rate<br>Paid-in-Kind	Interest Rate<br>Cash	Agency Fee		Exit Fee			Accounting Impact
(in thousands, except share data)
1		4/26/2021	$	-	4/20/2026	11.71%	0.00%	$	-	$	-	150,000	Extinguishment	b
2		5/26/2021		1,500	4/20/2026	11.71%	0.00%		-		750	3,000,000	Modification	f
3		8/12/2021		500	4/20/2026	11.71%	0.00%		-		250	2,000,000	Modification	f
4		8/31/2021		1,100	4/20/2026	11.71%	0.00%		-		550	-	Modification	f
5		10/8/2021		725	4/20/2026	11.71%	0.00%		-		363	-	Extinguishment	f
6		11/5/2021		800	4/20/2026	11.71%	0.00%		-		800	7,500,000	Modification	f
7		12/23/2021		500	4/20/2026	11.71%	0.00%		70		500	-	Modification	f
				5,125					70		3,213	12,650,000
8		1/26/2022		350	4/20/2026	11.71%	0.00%		-		350	-	Modification	f
9		2/11/2022		250	4/20/2026	11.71%	7.71%		-		13	-	Modification	g
10		3/11/2022		300	4/20/2026	11.71%	7.71%		-		15	-	Modification	g
11		3/25/2022		500	4/20/2026	11.71%	7.71%		-		25	-	Modification	g
12		4/15/2022		450	4/20/2026	11.71%	7.71%		-		23	-	Modification	g
13		5/10/2022		500	4/20/2026	11.71%	7.71%		35		25	-	Modification	g
14		6/10/2022		350	4/20/2026	11.71%	7.71%		-		18	-	Modification	g
15		7/8/2022		350	4/20/2026	11.71%	7.71%		-		18	-	Modification	g
				3,050					35		487	-
16		2/10/2023		1,500	4/20/2026	11.71%	7.71%		-		75	-	Modification	g
17	h	4/20/2023		26,316	4/20/2026	15.00%	0.00%		35		708	21,401,993	Extinguishment	c
19		7/28/2023		2,000	6/28/2024	11.71%	7.71%		-		100	-	Modification	g
				29,816					35		883	21,401,993
20		6/30/2024		-	12/31/2024	11.71%	7.71%		35		672	-	Modification	i
21		12/26/2024		1,861	4/20/2026	15.00%	0.00%		-		-	5,001,991	Modification	j
				1,861					35		672	5,001,991
			$	39,852				$	175	$	5,255	39,053,984

(a) Added and capitalized to the principal amount of the original loan and the original loan terms apply.

(b) The Centre Lane Senior Secured Credit Facility was amended to permit the Company to raise up to $6.0 million of total cash proceeds from the sale of its preferred stock prior to December 31, 2021, without having to make a mandatory prepayment of the loans. Additionally, the Company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum.

(d) New rates in effect in connection with Amendment 19, Amendment 1 through 8 PIK rate was 10%.

(e) New rates in effect in connection with Amendment 19, Amendment 9 through 16 cash rate was 8%.

(f) Last Out Loans.

(g) Last In First Out Loans.

(h) As discussed above, there was no impact on principal or interest and no fees incurred by the Company for Amendment 18, hence not included in above table.

(i) New rates and repayment terms in connection with Amendment 20.

(j) 0% cash rate until June 30, 2025, then 5% per annum thereafter. 15% paid-in-kind rate until June 30, 2025 then 10% paid-in-kind thereafter.

F-28

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Draws advanced by Amendments 2 through 8 totaling $5.5 million and exit fees totaling $3.6 million, were due for full repayment on February 28, 2022; prior to this date, the loan agreement allowed the Company to waive the accrual of interest on these amounts. There was no repayment of these amounts, and as a result, on March 11, 2022, Amendment 10 was executed, changing the repayment date of the outstanding principal, and commencing interest accrual on the exit fees.

All amounts advanced for Amendments 9 through 16 were due on June 30, 2023 along with accrued and unpaid interest, however, the maturity date was changed to April 20, 2026 with Amendment 17. The outstanding amount at December 31, 2024 is $5.2 million, inclusive of interest paid in kind.

As of December 31, 2024 and 2023, the carrying value of the Centre Lane Senior Secured Credit Facility was $74.9 million and $64.3 million, respectively, net of unamortized debt discount of $4.0 million and $6.0 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 years ended December 31, 2024 and 2023, the Company recorded amortization of debt discount of $2.7 million and $2.1 million, respectively on the Centre Lane Senior Secured Credit Facility.

Interest expense for the year ended December 31, 2024 and 2023 consisted of the following:

	Year Ended
	December 31, 2024		December 31, 2023
(in thousands)
Interest expense	$	9,913	$	7,080
Amortization		2,697		2,062
Total interest expense	$	12,610	$	9,142

The minimum annual principal payments of notes payable at December 31, 2024 were:

	December 31, 2024
(in thousands)
2025	$	3,808
2026		75,014
	$	78,822

NOTE 11 – 10% CONVERTIBLE PROMISSORY NOTES

The principal balance of these Convertible Notes payable was $80,000 at December 31, 2023. The total Convertible Notes payable was $80,000 at December 31, 2023. Interest expense for the Convertible Notes was $20,000, inclusive of interest of $8,000 and discount amortization of $12,000 for the year ended December 31, 2023.

The outstanding principal and interest of the Convertible Notes was 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.

F-29

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – LEASES

The Company accounts for its 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

At December 31, 2024, and 2023, the operating lease right-of-use asset was $253,000 and $306,000, respectively, and is included under assets on the consolidated balance sheets.

At December 31, 2024, and 2023, the operating lease right-of-use lease liability was $252,000 and $303,000, respectively, including the current portion of $79,000 and $64,000, 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 $173,000 and $161,000 for the years ended December 31, 2024 and 2023.

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.

Operating Lease Sublease

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 3 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 retained the ability to use the address as its corporate office.

At December 31, 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 $84,000 for the year ended December 31, 2024.

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, 2024, and 2023, the finance lease asset was $42,000 and $60,000, respectively, and is included under assets on the consolidated balance sheets. At December 31, 2024, and 2023, the finance lease liability was $42,000 and $60,000, respectively, including the current portion of $22,000 and $18,000, respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the year ended December 31, 2024 was $28,900, inclusive of interest of $11,000 and amortization of $17,900, 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, 2023 was $7,000, inclusive of interest of $3,000 and amortization of $4,000, and is included in general and administrative expense in the statements of operations and comprehensive loss.

F-30

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024 and 2023, the right-of-use asset and lease liability for the operating lease are summarized as follows (in thousands):

	December 31, 2024			December 31, 2023
(in thousands)
Assets:
Total operating lease right-of-use asset	$	253		$	306
Total finance lease asset (1)	$	42		$	60
Liabilities:
Operating lease liability, current	$	79		$	64
Operating sublease liability, net of current portion		12			-
Operating lease liability, net of current portion		173			239
Total operating lease liability	$	264		$	303
Finance lease liability, current	$	22		$	18
Finance lease liability, net of current portion		20			42
Total finance lease liability	$	42		$	60
Weighted average remaining lease term (in years):
Operating lease		2.75			3.75
Finance lease		1.75			2.75
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".

As of December 31, 2024, the aggregate annual lease obligations were as follows (in thousands):

	Operating Leases		Finance Leases
(in thousands)
2025	$	79	$	22
2026		96		20
2027		77		-
Total lease obligations		252		42
Less: amount representing interest		0		0
Net lease obligations	$	252	$	42

NOTE 13 – BUSINESS COMBINATIONS

On April 20, 2023, the Company completed the Big Village Acquisition of two business units of Big Village Holding LLC for approximately $20.0 million, plus assumed liabilities, in an all-cash transaction funded by a senior secured credit facility.

As part of the Big Village Acquisition, the Company formed BV Insights, LLC ("Insights") and Big-Village Agency, LLC ("Agency") to incorporate the assets acquired in the transactions. Additionally, letters of employment were extended to certain legacy employees of the Big Village Entities, resulting in a total of 203 employees accepting the offer of employment by the Company. The purpose of the acquisition was to add synergies to our existing revenue stream.

F-31

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill and intangibles. The goodwill of $2.4 million recognized was attributable to assembled workforce and strategic benefits that are expected to be achieved and is tax deductible for a period of 15 years. Identified intangibles total $16.2 million inclusive of the below:

	Useful Life	Amount
(in thousands)
Trade name	7 - 10	$	5,622
Developed technology	10		3,838
Customer relationships	7 - 10		6,700
		$	16,160

The following table summarizes the allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities at the date of the Big Village Acquisition and subsequent adjustment:

	Balance
(in thousands)
Purchase price consideration:
Centre Lane Senior Secured Credit Facility	$	19,874
Fair value of assets acquired:
Accounts receivable		12,477
Intangibles		16,160
Goodwill		2,425
Prepaid and other assets		836
Property and equipment		206
	$	32,104
Fair value of liabilities assumed:
Accounts payable and accrued expenses		6,540
Deferred revenue		4,695
Other current liabilities		995
	$	12,230
Total fair value of assets acquired and liabilities assumed	$	19,874

We incurred costs related to the Big Village Acquisition of approximately $2.2 million during the year ended December 31, 2023. Additionally, $2.8 million in cure claims was paid to accepted vendors on the closing date and $1.2 million was subsequently paid to employees representing bonuses. Amounts for cure claims and bonuses are included above as part of assumed liability. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations and comprehensive loss.

F-32

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 – REVENUE RECOGNITION

The following table represents our revenue disaggregated by type (in thousands):

	Year Ended
	December 31, 2024		December 31, 2023
(in thousands)
Revenue:
Digital publishing	$	1,733	$	4,130
Advertising technology		18,449		9,463
Consumer insights		27,021		23,868
Creative services		7,056		5,130
Media services		2,422		1,955
Total revenue	$	56,681	$	44,546

Geographic Information

Revenue by geography is generally 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, 2024, and 2023.

As of December 31, 2024, and 2023, approximately 100% of our long-lived assets were attributable to operations in the United States. Long-lived assets include websites and other intangibles assets that are utilized in overall revenue generation.

Deferred Revenue

The movement in deferred revenue during the years ended December 31, 2024 and 2023, comprised the following (in thousands):

	December 31, 2024			December 31, 2023
(in thousands)
Deferred revenue at the start of the period	$	4,569		$	737
Amounts invoiced during the period		40,529			31,864
Business combination		-			4,534
Less: revenue recognized during the period		(42,215	)		(32,566	)
Deferred revenue at the end of the period	$	2,883		$	4,569

NOTE 15 – STOCK BASED COMPENSATION

Options

As of December 31, 2024, options to purchase 10,459,033 shares of common stock were outstanding under the Stock Option Plan at a weighted average exercise price of $0.10 per share.

Compensation expense recorded in connection with the Stock Option Plan was $254,000, and $196,000 for the years ended December 31, 2024, and 2023, respectively. These amounts have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements.

F-33

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the activity of the Company’s outstanding stock options of common stock for the year ended December 31, 2024:

			Weighted Average Exercise Price			Aggregate Intrinsic Value
Common stock options:
Balance outstanding at December 31, 2023	10,728,360		$	0.12	8.7	$	568
Granted	469,673		$	0.06	-	$	0
Exercised	(80,250	)	$	0.01	-	$	3
Forfeited	(326,250	)	$	0.19	-	$	-
Expired	(332,500	)	$	0.49	-	$	-
Balance outstanding at December 31, 2024	10,459,033		$	0.10	8.0	$	79
Exercisable at December 31, 2024	4,181,164		$	0.15	7.4	$	45
Unvested at December 31, 2024	6,277,869		$	0.07	8.3	$	34

During the years ended December 31, 2024 and 2023, 80,250 and 90,000 common stock options were exercised with an aggregate intrinsic value of $3,000 and $10,000, respectively.

Summarized information with respect to options outstanding under the stock option plans at December 31, 2024, is as follows:

						Options Exercisable
Range of Exercise Price		Weighted Average Exercise Price		Remaining Contractual Life (in years)		Number Exercisable		Weighted Average Exercise Price
0.002 - 0.13	9,172,806	$	0.06		8.2		3,430,937	$	0.04
0.14 - 0.24	877,000	$	0.17		8.0		337,250	$	0.17
0.25 - 0.49	276,000	$	0.40		1.0		279,750	$	0.40
0.50 - 0.85	-	$	-		-		-	$	-
0.86 - 1.75	133,227	$	1.22		4.9		133,227	$	1.22
	10,459,033	$	0.09		8.0		4,181,164	$	0.11

All values are in US Dollars.

As of December 31, 2024, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $229,000 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-34

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE 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, 2024 and 2023:

	December 31, 2024			December 31, 2023
Expected term (years)	5.82 yrs			6.25 yrs
Expected volatility		452.21	%		486.00	%
Risk-free interest rate		4.12	%		4.15	%
Dividend yield		0.00	%		0.00	%
Expected forfeiture rate		0.00	%		0.00	%

During the year ended December 31, 2024 and 2023, 469,673 and 6,128,200 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 company’s 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 16 – 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, 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 the nature and level of risk.

F-35

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Assets Measured at Fair Value on a Nonrecurring 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 only 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	$	7,785	Discounted cash flow	Discount rate	19.84%
Intangible assets, net	$	13,312	Discounted cash flow	Discount rate	19.84%

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 September 30, 2023 and December 31, 2023 an impairment assessment was performed on goodwill and intangibles for Ad Network, Owned & Operating 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 $14.1 million and $2.9 million for goodwill and intangible assets, respectively.

During the year ended December 31, 2023, goodwill and intangibles acquired by the Company were $2.3 million and $16.2 million, respectively.

The fair value assigned to the acquired intangibles is based on a discounted flow analysis, in which the Company makes 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 fair value calculations 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. Goodwill represents the residual value after the fair value of the intangibles were identified.

At September 30, 2024, an impairment assessment was performed on goodwill and intangibles for Ad Network, Owned & Operating 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 not in excess of its implied fair value, resulting in no impairment charge for the year ended December 31, 2024.

Centre Lane Senior Secured 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.

Amendment Seventeen was considered an extinguishment. The Company utilized a third party valuation company to calculate the present value of the cash flows under the terms of the amendment and determined that it was substantially different by at least 10% from the present value of the remaining cash flow of the original debt instrument.

F-36

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 – 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.

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 18 - 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 (“Series A Stock”);
10% Series B Convertible Preferred Stock (“Series B Stock”);
10% Series C Convertible Preferred Stock (“Series C Stock”);
10% Series D Convertible Preferred Stock (“Series D Stock”);
10% Series E Convertible Preferred Stock (“Series E Stock”); and
10% Series F Convertible Preferred Stock (“Series F Stock”).

F-37

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

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 of 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, 2024, and 2023.

At December 31, 2024 and 2023, accrued unpaid preference dividend was $691,000. This amount is payable to the Company's former Chairman, Mr. Kip Speyer, and is included under other current liabilities in the consolidated balance sheet at December 31, 2024.

Common Stock

Shares of Common Stock under the 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 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, 2024, 12,040,967 shares were remaining under the 2022 Plan for the future issuance.

Issue of Common Stock

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

	Year Ended
	December 31, 2024
	Shares (#)		Value
Shares 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-38

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2023, the Company issued 21,658,498 shares of our common stock for the following concepts (in thousands, except share data):

	Year Ended
	December 31, 2023
	Shares (#)			Value
Shares issued to Centre Lane related to debt financing		21,401,993		$	1,926
Oceanside share adjustment (1)		(23,495	)	$	-
Common stock issued for options exercised		90,000		$	1
Common stock issued for services rendered		190,000		$	31
Shares of common stock issued, net		21,658,498		$	1,958

(1) Represents an adjustment to reconcile shares actually issued related to the Oceanside acquisition in 2019.

Treasury Stock

During the year ended December 31, 2024, one shareholder relinquished their Bright Mountain common stock shares. A total of 525,000 shares were acquired at no cost to the Company. A total of 1,350,175 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, 2024 and 2023, we had 10,573,700 and 21,362,066 common stock warrants outstanding to purchase shares of our common stock, respectively, with an exercise price ranging between $0.65 and $1.00 per share. Of the 10,573,700 common stock warrants outstanding at December 31, 2024, 10,398,700 will expire in 2025, and 175,000 will expire in 2030.

Approximately 10,788,366 and 14,636,250 common stock warrants expired during the years ended December 31, 2024 and 2023, respectively.

A summary of the Company’s warrants outstanding as of December 31, 2024 and 2023 is presented below:

December 31, 2024
Exercise Price		Number Outstanding		Gross Cash Proceeds<br>(if exercised)
$	0.65		-	$	-
$	0.75		10,398,700	$	7,799
$	1.00		175,000	$	175
			10,573,700	$	7,974
December 31, 2023
---	---	---	---	---	---
Exercise Price		Number Outstanding		Gross Cash Proceeds<br>(if exercised)
$	0.65		913,750	$	594
$	0.75		15,456,008	$	11,592
$	1.00		4,992,308	$	4,992
			21,362,066	$	17,178

NOTE 19 – LOSS PER SHARE

As of December 31, 2024 and 2023, there were 177,464,827 and 172,103,134 shares of common stock issued, respectively, and 176,114,652 and 171,277,959 shares of common stock outstanding, respectively. Outstanding shares as of December 31, 2024 and 2023, have been adjusted to reflect 1,350,175 and 825,175 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.

F-39

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

The following tables reconcile actual basic and diluted earnings per share for the years ended December 31, 2024 and 2023 (in thousands except shares and per share data):

	Year Ended
	December 31, 2024			December 31, 2023
(in thousands, except per share data)
Numerator:
Net loss	$	(17,024	)	$	(35,564	)
Denominator:
Weighted-average common shares outstanding:
Basic		171,199,036			164,845,671
Diluted		171,199,036			164,845,671
Net loss per common share
Basic	$	(0.10	)	$	(0.22	)
Diluted	$	(0.10	)	$	(0.22	)

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, 2024 and 2023 were as follows:


Shares unvested and subject to exercise of stock options	10,459,033	10,728,360
Shares subject to warrants stock exercise	10,573,700	21,362,066
Shares subject to convertible notes stock conversion	-	200,000

NOTE 20 – 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 Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. In connection with the Twenty-First Amendment, on December 26, 2024, the Company issued an additional 5,0001,991 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners.

BV Agency, LLC, and Centre Lane Partners beneficially own approximately 15.0% and 8.6% 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, 2024, the Company has entered into 21 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $78.8 million and $70.2 million as of December 31, 2024 and 2023, respectively. See Note 10, Centre Lane Senior Secured Credit Facility for details on this facility.

F-40

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Preferred Stock

At December 31, 2024 and 2023, accrued unpaid preference dividend was $691,000. These amounts are payable to the Company's former Chairman, Mr. Kip Speyer.

NOTE 21 – 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,
	2024			2023
United States	$	(15,653	)	$	(35,806	)
Foreign		(60	)		242
Total loss before provision for income taxes	$	(15,713	)	$	(35,564	)

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

	December 31,
	2024						2023
	Amount			Rate			Amount			Rate
Federal tax expense (benefit) at the statutory rate from operations	$	(3,300	)		21.00	%	$	(7,469	)		21.00	%
State tax benefit, net of federal income tax benefit		(419	)		2.67	%		(631	)		1.78	%
Other adjustments		52			-0.33	%		(70	)		0.20	%
Effect of foreign taxes		(11	)		0.07	%		(7	)		0.02	%
Impairment	-				0.00	%		2,944			-8.28	%
Stock compensation		49			-0.31	%		40			-0.11	%
Change in valuation allowance		3,629			-23.09	%		5,193			-14.61	%
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, 2024 and 2023, are as follows:

	December 31,
	2024			2023
Deferred tax assets:
Net operating loss carryforward	$	23,568		$	20,665
Intangible assets		2,223			1,964
Lease liability		88			97
Other		991			732
Total gross deferred tax assets		26,870			23,458
Less: Deferred tax asset valuation allowance		(26,392	)		(22,762	)
Total net deferred tax assets	$	478		$	696
Deferred tax liabilities:
Property and equipment		-			-
Right-of-use asset		(89	)		(98	)
Debt modification		(389	)		(598	)
Net deferred tax liability	$	-		$	-

F-41

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024, the Company had U.S. federal net operating loss carryforwards of $88.1 million that expire at various dates from

2030

through

2038

, and includes $77.8 million that have an unlimited carryforward period. As of December 31, 2024, the Company had state and local net operating loss carryforwards of $109.8 million that expire at various dates from

2030

through

2042

, and includes $36 million that have an unlimited carryforward period. As of December 31, 2024, the Company had foreign net operating loss carryforwards of $4.7 million primarily in Israel that have an unlimited carryforward period. 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 2024 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, 2024, and 2023, the change in the valuation allowance was an increase of approximately $3.6 million and an increase of approximately $5.2 million, respectively.

The Tax Cuts and Jobs Act (TCJA) resulted in significant changes to the treatment of research and developmental (R&D) expenditures under Section 174 of the IRC. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures that are paid or incurred in connection with their trade or business. Specifically, costs for U.S.-based R&D activities must be amortized over five years and costs for foreign R&D activities must be amortized over 15 years—both using a midyear convention. As of December 31, 2024, the Company capitalized a substantial amount of R&D expenditures primarily related to research and development activities performed in the U.S.

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.

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, 2024, and 2023, 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, 2024 and 2023, 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

2021

to the present in the U.S. and from

2020

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.

F-42

EX-10.7

EXHIBIT 10.7

SECOND ADDENDUM TO LEASE

This Second Addendum to Lease (Second Addendum), is made this 14 day of June, 2022, by and between OIII Realty Limited Partnership, a Nevada limited partnership (hereinafter referred to as "Lessor"), and Bright Mountain Holdings, Inc., a Florida corporation (hereinafter referred to as "Lessee").

EX-10.8

EXHIBIT 10.8

SUBLEASE AGREEMENT

This Sublease Agreement ("Sublease"), dated as of the 8th day of APRIL, 2024 (the "Effective Date"), is entered into between Bright Mountain Media, Inc., a Florida corporation qualified to do business in the State of Florida ("Sublandlord") and ROBINSON AND CASEY PLLC, a Florida professional limited liability company qualified to do business in the State of Florida ("Subtenant" and, together with Sublandlord, collectively referred herein as the "Parties" or individually as a "Party").

RECITALS

WHEREAS, Sublandlord is the tenant under that certain lease agreement dated August 25, 2014 (as amended or otherwise supplemented and as attached hereto as Exhibit A, the "Primary Lease") with OIII Realty Limited Partnership ("Prime Landlord"); and

WHEREAS, pursuant to the Primary Lease, Sublandlord leased those certain premises ("Demised Premises") more particularly described in the Primary Lease and located in the building having a street address of 6400 Congress Avenue, Boca Raton, Florida ("Building"); and

WHEREAS, Sublandlord desires to sublease a portion of its premises leased under the Primary Lease to Subtenant, and Subtenant desires to sublease a portion of Sublandlord's premises from Sublandlord, in accordance with the terms and conditions of this Sublease.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Demise.

Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, the premises marked as Suite 2050 ("Subleased Premises") shown on Exhibit B attached hereto and made a part of this Sublease, located on a portion of the second (2nd) floor of the Building and comprising a portion of the Demised Premises. The Subleased Premises consist of approximately Two Thousand Four Hundred and Thirty-Three (2,433) square feet.

Term.
The term of this Sublease ("Term") shall commence on the date which is the later to occur of: (i) April 15, 2024; and (ii) the date on which the Prime Landlord Consent (hereinafter defined) is obtained ("Sublease Commencement Date"), and shall expire at midnight on July 27, 2027 ("Sublease Expiration Date"), unless sooner terminated or cancelled in accordance with the terms and conditions of this Sublease.
Subtenant shall not be entitled to exercise any options to extend or renew the term of the Primary Lease. These options are expressly retained by Sublandlord and may be exercised or waived by Sublandlord in its sole and absolute discretion.
If for any reason the term of the Primary Lease is terminated or expires prior to the Sublease Expiration Date, this Sublease shall terminate on the date of such termination or expiration and Sublandlord shall not be liable to Subtenant for such termination. Sublandlord will take commercially reasonable
efforts to maintain the Primary Lease with the Prime Landlord for the duration of the Primary Lease.
Permitted Use.

Subtenant shall use and occupy the Subleased Premises solely in accordance with, and as permitted under, the terms of the Primary Lease and for no other purpose. Subtenant represents that it has reviewed the Primary Lease and is familiar with its terms.

Payment of GROSS Rent and Additional Rent.
Throughout the Term of this Sublease, Subtenant shall pay to Sublandlord fixed base rent ("GROSS Rent") at the rate of: (i) Six Thousand Six Hundred and Eighty-Two and 64/100 Dollars ($6,682.64) per month from the Sublease Commencement Date to September 11, 2024; (ii) Six Thousand Eight Hundred and Eighty-Three and 36/100 Dollars ($6,883.36) per month from September 12, 2024 to September 11, 2025; (iii) Seven Thousand Ninety and 17/100 Dollars ($7,090.17) per month from September 12, 2025 to September 11, 2026; and (iv) Seven Thousand Three Hundred and Three and 6/100 Dollars ($7,303.06) per month from September 12, 2026 to the Sublease Expiration Date. Subtenant shall pay to Sublandlord the first monthly installment of Base Rent at the time of execution and delivery of this Sublease by Subtenant to Sublandlord and shall pay all other monthly installments of Base Rent no less than seven (7) days prior to the date same is due under the Primary Lease.
In addition to GROSS Rent, commencing on the Sublease Commencement Date and continuing throughout the Term of this Sublease, Subtenant shall pay to Sublandlord: (i) One Hundred percent (100%) of any real estate taxes and assessments (Taxes) for the Demised Premises; (ii) all costs and expenses incurred by Sublandlord in connection with its subleasing of the Subleased Premises to Subtenant; and (iii) all amounts due and payable by Sublandlord under the Primary Lease due or attributable to the Subleased Premises or the actions or omissions of Subtenant (collectively, Additional Rent). Additional Rent shall be payable to Sublandlord in monthly installments based on estimates provided by Sublandlord.
All GROSS Rent shall be due and payable on the FIRST (1ST) day of each and every month, without demand therefor unless otherwise designated by Sublandlord and without any deduction, offset, abatement, counterclaim, or defense. The monthly installments of Base Rent and Additional Rent payable on account of any partial calendar month during the Term of this Sublease, if any, shall be prorated.
Security Deposit.

Simultaneously with the execution and delivery of this Sublease, Subtenant shall deposit with Sublandlord a security deposit ("Security Deposit") in the amount of Seven Thousand Four Hundred and 00/100 Dollars ($7,400) as security for the full and faithful performance by Subtenant of Subtenant's obligations hereunder. The Security Deposit may be in the form of cash or a clean, stand-by, irrevocable letter of credit, in form and substance and issued by and drawn on a bank satisfactory to Sublandlord.

Incorporation of Primary Lease by Reference.
The terms, covenants, and conditions of the Primary Lease, in the form attached hereto as Exhibit A, are incorporated herein by reference, except to the extent they are expressly deleted or modified by the provisions of this Sublease. Every term, covenant, and condition of the Primary Lease binding on or inuring to the benefit of Prime Landlord shall, in respect of this Sublease, be binding on or inure to the benefit of Sublandlord and every term, covenant, and condition of the Primary Lease binding on or inuring to the benefit of Sublandlord shall, in respect of this Sublease, be binding on and inure to the benefit of Subtenant. Whenever the term "Lessor" or "Landlord" appears in the Primary Lease, the word "Sublandlord" shall be substituted therefore; whenever the term "Lessee" or "Tenant" appears in the Primary Lease, the word "Subtenant" shall be substituted therefore; and whenever the word "Premises" appears in the Primary Lease, the word "Subleased Premises" shall be substituted therefore.
Notwithstanding the foregoing, the time limits contained in the Primary Lease for Sublandlord, as tenant, to give notices, make demands, or perform any act, covenant, or condition or to exercise any right, remedy, or option, are modified herein by shortening the same in each instance by fifty percent (50%). If any of the express provisions of this Sublease shall conflict with any of the provisions of the Primary Lease, the provisions of the Primary Lease shall govern.
Subordination to Primary Lease.

This Sublease is subject and subordinate to the Primary Lease. A copy of the Primary Lease is attached hereto as Exhibit A and made a part of this Sublease.

Representations of Sublandlord.

Sublandlord represents and warrants the following is true and correct as of the date

hereof:

Sublandlord is the tenant under the Primary Lease and has the capacity to enter into this Sublease with Subtenant, subject to Prime Landlord's consent.
The Primary Lease attached hereto as Exhibit A is a true, correct, and complete copy of the Primary Lease, is in full force and effect, and has not been further modified, amended, or supplemented except as expressly set out herein.
Sublandlord has not received any notice, and has no actual knowledge, of any default by Sublandlord under the Primary Lease.
AS-IS Condition.

Subtenant accepts the Subleased Premises in its current, "as-is" condition. Sublandlord

shall have no obligation to furnish or supply any work, services, furniture, fixtures, equipment, or decorations, except Sublandlord shall deliver the Subleased Premises in broom clean condition. On or before the Sublease Expiration Date or earlier termination or expiration of this Sublease, Subtenant shall restore the Subleased Premises to the condition existing as of the Sublease Commencement Date, ordinary wear and tear excepted. The obligations of Subtenant hereunder shall survive the expiration or earlier termination of this Sublease. NOTWITHSTANDING THE FOREGOING, SUBLANDLORD

AGREES THAT SUBTENANT SHALL HAVE THE USE OF THE EXISTING FURNITURE CURRENTLY IN PLACE AT NO EXTRA CHARGE. A LIST OF THE FURNITURE INVENTORY SHALL BE ATTACTHED TO THE LEASE AND LABLED EXHIBIT C. ALL FURNITURE SHALL REMAIN THE OWNERSHIP OF SUBLANDLORD AND WILL BE RETURNED EXCEPTING NORMAL WEAR AND TEAR AT THE EXPIRATION OF THE SUBLEASE. Subtenant assumes all

risks of using the existing furniture. Sublandlord makes no warranties whatsoever about the furniture or its integrity, safety, or fitness for use. Subtenant may store the furniture if Subtenant does not wish to use it so long as Subtenant returns the furniture from storage to the Subleased Premises in reasonably the same condition before the end of this Sublease.

Performance by Sublandlord.

Notwithstanding any other provision of this Sublease, Sublandlord shall have no obligation: (a) to furnish or provide, or cause to be furnished or provided, any repairs, restoration, alterations, or other work, or electricity, heating, ventilation, air-conditioning, water, elevator, cleaning, or other utilities or services; or (b) to comply with or perform or, except as expressly provided in this Sublease, to cause the compliance with or performance of, any of the terms and conditions required to be performed by Prime Landlord under the terms of the Primary Lease. Subtenant hereby agrees that Prime Landlord is solely responsible for the performance of the foregoing obligations. Notwithstanding the foregoing, on the written request of Subtenant, Sublandlord shall make a written demand on Prime Landlord to perform its obligations under the Primary Lease with respect to the Subleased Premises if Prime Landlord fails to perform same within the time frame and in the manner required under the Primary Lease; provided, however, Subtenant shall not be required to bring any action against the Prime Landlord to enforce its obligations. If Sublandlord makes written demand on Prime Landlord or brings an action against Prime Landlord to enforce Prime Landlord's obligations under the Primary Lease with respect to the Subleased Premises, all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) so incurred by Sublandlord in connection therewith shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within thirty (30) days after notice from Sublandlord.

No Privity of Estate; No Privity of Contract.

Nothing in this Sublease shall be construed to create privity of estate or privity of contract between Subtenant and Prime Landlord.

No Breach of Primary Lease.

Subtenant shall not do or permit to be done any act or thing, or omit to do anything, which may constitute a breach or violation of any term, covenant, or condition of the Primary Lease, notwithstanding such act, thing, or omission is permitted under the terms of this Sublease.

Subtenant Defaults.
If Subtenant fails to cure a default under this Sublease within any applicable grace or cure period contained in the Primary Lease (as such applicable grace or cure period is modified by Section 6 herein), Sublandlord, after five (5) days' notice to Subtenant, shall have the right, but not the obligation, to seek to remedy any such default on the behalf of, and at the expense of, Subtenant,
provided, however, that in the case of: (i) a life safety or property related

emergency; or (ii) a default which must be cured within a time frame set out in the Primary Lease which does not allow sufficient time for prior notice to be given to Subtenant, Sublandlord may remedy any such default without being required first to give notice to Subtenant. Any reasonable cost and expense (including, without limitation, reasonable attorneys' fees and expenses) so incurred by Sublandlord shall be deemed Additional Rent and shall be due and payable by Subtenant to Sublandlord within thirty (30) days after notice from Sublandlord.

If Subtenant fails to pay any installment of Base Rent or Additional Rent within five (5) days after the due date of such payment, Subtenant shall pay to Sublandlord, as Additional Rent, a "late charge" of ten cents ($0.10) for every dollar of an installment so overdue for the purposes of defraying the expense of handling such delinquent payment.
If Subtenant fails to pay any installment of Base Rent or Additional Rent within five (5) days from the due date of such payment, in addition to the payment of the late charge set out immediately above, Subtenant shall also pay to Sublandlord, as Additional Rent, interest at the Default Rate (hereinafter defined) from the due date of such payment to the date payment is made. "Default Rate" shall mean a rate per annum equal to the lesser of: (i) twelve percent (12%); and (ii) the highest rate of interest permitted by applicable laws.
Sublandlord Defaults.

If Sublandlord defaults in the performance or observance of any of its covenants or obligations set forth in this Sublease, and any such default continues for a period of thirty (30) days after notice thereof from Subtenant to Sublandlord, then Subtenant may declare the occurrence of a Sublandlord default under this Sublease by giving notice of such declaration to Sublandlord. Thereafter, Subtenant may cure the same and invoice Sublandlord for costs and expenses incurred by Subtenant in curing the same. If Sublandlord in good faith disputes the occurrence of any Sublandlord default and before expiration of the cure period gives notice thereof to Subtenant setting forth, in reasonable detail, the basis therefor, then no Sublandlord default will be deemed to have occurred and Sublandlord shall have no obligation with respect thereto until final adverse determination thereof.

In the event of any such Default, and upon notice of declaration of default following the cure period, Subtenant may, immediately, or at any time thereafter, and without any further notice or demand, at its option, without notice, elect any one or more of the following remedies:

Attempt to cure any default on behalf of Sublandlord, in which case Sublandlord shall reimburse Subtenant for any sums paid or costs incurred, including legal expenses, in connection therewith.
Proceed as a secured party against the property in the Premises, and/or as provided in the Uniform Commercial Code.
Take any action as may be permitted at law or in equity.

cumulative, and election by Subtenant to take any one remedy shall not preclude Subtenant from taking any other remedy.

Consents.

Whenever the consent or approval of Sublandlord is required, Subtenant shall also be obligated to obtain the written consent or approval of Prime Landlord, if required under the terms of the Primary Lease. Sublandlord shall promptly make such consent request on behalf of Subtenant and Subtenant shall promptly provide any information or documentation that Prime Landlord may request. Subtenant shall reimburse Sublandlord, not later than thirty (30) days after written demand by Sublandlord, for any fees and disbursements of attorneys, architects, engineers, or others charged by Prime Landlord in connection with any consent or approval. Sublandlord shall have no liability of any

Prime Landlord Consent to Sublease.

This Sublease is expressly conditioned on obtaining the written consent of Prime Landlord and the written consent of any mortgagee, ground lessor, or other third party required under the Primary Lease (collectively, "Prime Landlord Consent").

Any fees and expenses incurred by the Prime Landlord or any mortgagee, ground lessor, or other third party in connection with requesting and obtaining the Prime Landlord Consent shall be paid by Sublandlord and shall thereafter be reimbursed by Subtenant to Sublandlord as Additional Rent not later than thirty (30) days after written demand by Sublandlord. Subtenant agrees to cooperate with Prime Landlord and supply all information and documentation requested by Prime Landlord within five (5) days of its request therefor. Sublandlord shall not be required to perform any acts, expend any funds, or bring any legal proceedings to obtain the Prime Landlord Consent and Subtenant shall have no right to any claim against Sublandlord if the Prime Landlord Consent is not obtained.
If the Prime Landlord Consent is not obtained within thirty (30) days from the date of this Sublease, either party may terminate this Sublease on written notice to the other, whereupon Sublandlord shall promptly refund to Subtenant the first month's Base Rent and the Security Deposit paid to Sublandlord, and neither party shall have any further obligation to the other under this Sublease, except to the extent that the provisions of this Sublease expressly survive the termination of this Sublease.
This Section 15 shall survive the expiration or earlier termination of this Sublease.
Assignment or Subletting.

Subtenant shall not sublet all or any portion of the Subleased Premises or assign, encumber, mortgage, pledge, or otherwise transfer this Sublease (by operation of law or otherwise) or any interest therein, without the prior written consent of: (a) Sublandlord, which consent may not be unreasonably withheld; and (b) Prime Landlord.

Indemnity.

Each party shall indemnify and hold harmless the other party from any claims, liabilities, and damages that such other party may sustain resulting from a breach by Indemnifying Party of this Sublease.

Release.

Subtenant hereby releases Sublandlord or anyone claiming through or under Sublandlord by way of subrogation or otherwise. Subtenant hereby releases Prime Landlord or anyone claiming through or under Prime Landlord by way of subrogation or otherwise to the extent that Sublandlord releases Prime Landlord under the terms of the Primary Lease. Subtenant shall cause its insurance carriers to include any clauses or endorsements in favor of Sublandlord, Prime Landlord, and any additional parties, which Sublandlord is required to provide under the provisions of the Primary Lease.

Notices.

All notices and other communications required or permitted under this Sublease shall be given in the same manner as in the Primary Lease. All notices shall also be sent to the Prime Landlord at the address set forth in the Primary Lease. Notices shall be addressed to the addresses set out below:

To Subtenant before the Commencement Date at: Robinson and Casey, PLLC

4400 N. Federal Hwy, Suite 210 Boca Raton, FL 33431

To Subtenant after the Commencement Date at: Robinson and Casey, PLLC

6400 Congress Avenue, Suite 2050 Boca Raton, FL 33487

To Sublandlord at: Bright Mountain Media, Inc.

6400 Congress Avenue, Suite 2200 Boca Raton, FL 33487

Attn: Legal Department

Brokers.

Sublandlord and Subtenant each represent to the other that it has not dealt with any other broker other than Rosenfeld Realty Advisors ("Subtenant's Broker") and Bray Realty Advisors, LLC ("Sublandlord's Broker," and collectively with Subtenant's Broker, "Broker") in connection with this Sublease and the transactions contemplated hereby. Sublandlord shall compensate Subtenant's Broker four percent (4%) of the gross rent for the sublease term within thirty (30) days of this Sublease being fully executed. Sublandlord and Subtenant each indemnify and hold harmless the other from and against all claims, liabilities, damages, costs, and expenses (including without limitation reasonable attorneys' fees and other charges) arising out of any claim, demand, or proceeding for commissions, fees, reimbursement for expenses, or other compensation by any person or entity who shall claim to have dealt with the indemnifying party in connection with the

Sublease other than Broker. This Section 20 shall survive the expiration or earlier termination of this Sublease.

Sublandlord Improvement.

Sublandlord will build and paint (matching wall color) a demising wall between suites 2050 and 2200 of the Building as outlined in Exhibit B.

Entire Agreement.

This Sublease contains the entire agreement between the parties regarding the subject matter contained herein and all prior negotiations and agreements are merged herein. If any provisions of this Sublease are held to be invalid or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions of this Sublease shall remain unaffected.

Amendments and Modifications.

This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged.

Successors and Assigns.

The covenants and agreements contained in this Sublease shall bind and inure to the benefit of Sublandlord and Subtenant and their respective permitted successors and assigns.

Counterparts.

This Sublease may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Sublease delivered by either facsimile or email shall be deemed to have the same legal effect as delivery of an original signed copy of this Sublease.

Defined Terms.

All capitalized terms not otherwise defined in this Sublease shall have the definitions contained in the Primary Lease.

Choice of Law and Venue.

This Sublease shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflict of law rules. The parties submit to the exclusive jurisdiction of the Circuit Court of Palm Beach County, Florida and agree that all actions or proceedings relating to this Sublease shall be litigated in such courts, and waive any objection based on improper venue or forum non conveniens to the conduct of any such action or proceeding in such court.

IN WITNESS WHEREOF, the parties have caused this Sublease to be executed as of the Effective Date.

Sublandlord:

Bright Mountain Media, Inc., a Florida corporation

By: Ethan Rudin

Title: CFO

Subtenant:

Robinson and Casey PCCL, a Florida professional limited liability company

By: Richard Casey

Title: Member of Robinson and Casey PLLC

EXHIBIT A

[PRIMARY LEASE]

LEASE INFORMATIONAL SHEET

Prepared by: Michael J Posner, Esq.

4420 Beacon Circle, Suite JOO, West Palm Beach, Florida 33407

CORPORATE USE OFFICE LEASE

This Corporate Use Office Lease ("Lease") is made and entered into as of the 25th day of August, 2014, by and between 0111 Realty Limited Partnership, a Nevada limited partnership authorized to transact business in Florida (''Lessor"), having an address of 6400 Congress Avenue, Suite 2200, Boca Raton, Florida 33487 and Bright Mountain, LLC. ("Lessee''), having an address of 6400 Congress Ave., Suite 1200, Boca Raton, FL 33487.

For and in consideration of the mutual covenants herein contained, Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor, those certain premises located at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 ("Premises") which are situated within the building located at 6400 Congress Avenue, Boca Raton, Florida 33487 ("Building"), and which are more particularly described as follows:

See Exhibit A attached hereto and made a part hereof

For all purposes hereunder the Premises shall be deemed to consist the square feet set forth on the Informational Sheet, regardless of the actual measurable square footage of the Premises. It is understood that such measurement is made pursuant to Building Owners and Managers Association (BOMA) Guidelines for a Standard Method for Measuring Floor Area in Office Buildings, and is based on rentable not useable area, and includes a load factor for use by Lessee of the common areas of the Building.

I. TERM. A. The term of this Lease shall be three (3) years, commencing on the I 5th day of September, 2014 and ending on the 14th day of September, 2017 ("Lease Term"). Lessee's obligation for the payment of rent shall commence on September 15, 2014 ("Commencement Date").

Delivery Date by Premises. Lessee may access space to commence Lessee's build-out upon execution hereof and payment of first month rent to Lessor. Lessee herein covenants and agrees to cause the construction of Lessee's Work to be undertaken promptly, to be performed and completed diligently and continuously, and to cause the Premises and surrounding area to be completed on the Commencement Date. Lessee, prior to commencement of any work, shall provide Lessor with proof of adequate insurance naming the Lessor as an additional insured. All subcontractors shall be required to have adequate insurance and proof of same provided to Lessor prior to any work.
So long as Lessee is not in default hereunder, Lessee shall have the option to renew this Lease for one (I) additional three (3) year term at the rate set forth in the Informational Sheet, by providing Lessor written notice of the exercise thereof at least one hundred eighty ( 180) days prior to the end of the Lease Term (the "Renewal Tenn"). Failure to timely renew the Lease shall terminate all renewal options granted hereunder. The terms Lease Term and Renewal Term are sometime referred to herein as the "Term."
RENT. A. Base Rent: Lessee agrees to pay Lessor, without demand, set off or deduction, rent for the term of the Lease in the amount set forth on the Informational Sheet plus applicable sales tax, payable in equal monthly installments ("Monthly Rent") in the amount set forth on the Informational Sheet plus applicable sales tax on the first day of each month over the first year of the term of the Lease ("Base Rent"). Base Rent or any other monthly charges due Lessor hereunder shall be deemed past due as of the fifth (5th) day of the month, and any other charges shall be deemed past due on the fifth (5th) day following receipt of invoice for same. If any past due Base Rent or Additional Rent, hereinafter defined, is reduced to judgment, the Lessee agrees that the judgment shall continue to bear interest at the maximum rate permitted at law.

If the Rent Commencement Date shall be a day other than the first (1st) day of a calendar month, then the Rent (as adjusted) for the period from the first Rent Commencement Date through the end of the month in which said first Rent Commencement Date occurs shall be prorated and shall be due and payable prior to occupancy hereunder.

Rent Terms: All sums payable under this Paragraph shall be Additional Rent. All sums payable by Lessee to Lessor under this Lease as Annual Rent or Additional Rent or otherwise shall be subject to all applicable sales and other governmental charges now or hereinafter enacted. Any delay or failure of Lessor under this Paragraph or otherwise in rendering any Monthly Rent adjustment notice, statement, Lessor's Expense Computation (estimated or actual), or bill shall not prejudice Lessor's right to thereafter render the same or others, nor constitute a waiver of or impair Lessee's continuing obligation to make the payments required by this Lease. Any obligation of Lessee under this Lease to pay Additional Rent or of Lessor to make any refund to Lessee shall survive the expiration of the Term and shall be discharged by payment in cash when and as the amount of same is determined. Base Rent, Monthly Rent, Annual Rent and Additional Rent are also collectively referred to hereunder as "Rent."
Covenant to Pay Rent: Lessee shall pay to Lessor the Rent, as it may be adjusted, any Additional Rent, and any other sums due hereunder as herein provided at Lessor's above-stated address, or at such other place as Lessor may designate in writing, without demand and without counterclaim, deduction, or setoff.
Place of Payment: All payments of Rent shall be made and paid by Lessee to Lessor at 6400 Congress Ave., Suite 2200, Boca Raton, Florida 33487, or at such other place as Lessor may, from time to time, designate in writing to Lessee. All Rent shall be payable in current legal tender of the United States, as the same is then by law constituted. Any extension, indulgence, or waiver granted or permitted by Lessor in the time, manner or mode of payment of Rent, upon any one (I) occasion, shall not be construed as a continuing extension, indulgence or waiver, and shall not preclude Lessor from demanding strict compliance herewith.
Financial Statements: INTENTIONALLY DELETE
SECURITY DEPOSIT. Lessee has already deposited with Lessor an amount equal the sum set forth on the Informational Sheet ("Security Deposit''). This sum shall be retained by Lessor as security for the payment by Lessee of the Base Rent and other sums payable by Lessee under this Lease and for the faithful performance by Lessee of all the other terms, covenants and conditions of this Lease. Lessor, at Lessor's option and upon prior written notice to Lessee, may, at any time, apply the Security Deposit or any part thereof toward the payment of the Base Rent and/or Additional Rent and/or toward the performance of Lessee's obligations under this Lease. The Security Deposit shall not constitute liquidated damages. Lessor shall return the unused portion of the Security Deposit, if any, to Lessee within thirty (30) days after the expiration of the Term if Lessee is not in breach of this Lease. If the Security Deposit is insufficient to cover Lessor's actual damages, Lessee shall pay on demand to Lessor an amount sufficient to fully compensate Lessor for Lessees breach. Lessor may (but is not obligated to) exhaust any or all rights and remedies against Lessee before resorting to the Security Deposit. Lessor shall not be required to pay Lessee any interest on the Security Deposit nor hold same in a separate account. If Lessor sells the Building, Lessor shall deliver the Security Deposit, if applicable or the unapplied portion thereof to the new owner. Lessee agrees that if Lessor turns over the Security Deposit or the unapplied portion thereof to the new owner, Lessee shall look to the new owner only and not to Lessor for its return upon expiration of the Term. If Lessee assigns this Lease, the Security Deposit shall remain with Lessor for the benefit of the new tenant and shall be returned to such tenant upon the same conditions as would have entitled Lessee to its return. No mortgagee of the Building will be liable for the return of any portion of the Security Deposit, except to the extent actually received by such mortgagee.
LATE CHARGES. If Lessee shall pay Monthly Rent or any Additional Rent after the fifth (5th) day of the calendar month for which said payment is due, Lessee shall, in addition, pay a late charge equal to five percent (5%) of the amount not timely paid in order to defray Lessor's additional processing costs. If Lessee shall pay Monthly Rent or any Additional Rent with a check or bank draft which is returned unpaid or uncollected, Lessee shall pay to Lessor, in addition to the total amount due and to any late charge, a Twenty-Five Dollar ($25.00) processing fee for each such check or bank draft. In addition, Lessee shall reimburse Lessor upon demand for all reasonable costs incurred by Lessor in the enforcement of any of the
provisions of this Lease and/or the collection of any sums due to Lessor under this Lease including, without limitation, collection agency fees and attorneys' fees through all appellate actions and proceedings, if any. Without affecting or limiting the

default provisions hereof, Lessee shall pay Lessor interest at the highest non-usurious rate permitted by applicable law, from the due date until paid, on any rent due under this Lease that remains unpaid five (5) days after its due date and if any past due rent is reduced to judgment, the Lessee agrees that the judgment shall continue to bear interest at the maximum rate permitted at law.

HOLDING OVER. If Lessee retains possession of the Premises, or any part thereof, beyond the end of the Term, Lessee shall pay to Lessor an amount equal to one hundred fifty (150%) percent the Monthly Rent plus one hundred fifty (150%) percent any Additional Rent for the time Lessee thus remains in possession. In addition thereto, Lessee shall pay Lessor for all damages, consequential as well as direct, sustained by reason of Lessee's retention of possession. The provisions of this Paragraph shall not limit or in any way impair or waive Lessor's right to possession, right of re-entry or any other right or remedy given hereunder or pursuant to State or federal law.
LIENS. A. Lessee hereby pledges and conveys to Lessor a security interest ("Lessor's Lien") in all of Lessee's furniture, furnishings, goods, chattels and fixtures of every nature, kind and description whatsoever situated upon the Premises as collateral security for the full and prompt payment of Monthly Rent and any Additional Rent as and when due and the full and faithful performance of Lessee's covenants herein contained. Lessee also agrees that this Lessor's Lien may be enforced by distress sale, foreclosure, or by any other method, and that any and all costs incurred by Lessor by enforcement of this Lessor's Lien shall be payable to Lessor by Lessee. Such lien may be further evidenced by a UCC-1 Financing Statement, which UCC-1 Financing Statement may be filed by Lessor without further consent or action by Lessee.

B. Lessee shall, within ten (10) days after notice from Lessor, discharge or bond off and indemnify Lessor, to Lessor's sole satisfaction, against any construction liens for materials or labor claimed to have been furnished to the Premises on Lessee's behalf. Lessee shall notify Lessor in writing within twenty-four

(24) hours after it has learned that such a lien has been tiled or may be tiled.

C. Notwithstanding anything contained herein to the contrary, the interest of Lessor in the Building, the Land upon which it is situate, the Common Areas or any portion of any of the foregoing including, but not limited to, the Premises or any portion thereof (all of the foregoing being hereinafter sometimes referred to as the "Subject Real Property"), shall not be subject to liens for improvements made by or for Lessee or Lessee's permitted successors, assigns and/or sublessees, whether or not the same shall be made or done in accordance with any agreement between Lessor and Lessee or Lessee's permitted successors, assigns and/or sublessees or for any other reason, and it is specifically understood and agreed that in no event shall Lessor or the interest of Lessor in the Subject Real Property or any portion thereof including, but not limited to, the Premises or any portion thereof, be liable for or subject to any construction, materialmen's or laborer's lien or liens for improvements or work made by or for Lessee or Lessee's permitted successors, assigns and/or sublessees; and this Lease specifically prohibits the subjecting of Lessor's interest in the Subject Real Property or any portion thereof including, but not limited to, the Premises or any portion thereof, to any construction, materialmen 's or laborer's lien or liens for improvements made by Lessee or Lessee's permitted successors, assigns and/or sublessees or for which Lessee or Lessee's permitted successors, assigns and/or sublessees is responsible for payment under the terms of this Lease. All persons dealing with Lessee or Lessee's permitted successors, assigns and/or sublessees are hereby placed upon notice of this provision. All memoranda and short forms of this Lease may be recorded among any Public Records shall contain the provisions set forth above in this paragraph; provided, however, nothing contained in this sentence shall permit or authorize the recording of any memorandum or short form of this Lease by Lessee.

MAINTENANCE AND REPAIR. Lessee shall at all times, and at Lessee's expense, maintain the Premises in a clean, orderly, tenantable and sanitary condition, including the maintenance of a pest, termite and organism extermination service for the Premises. Lessee shall return the Premises at the end of the Term in good order and repair, and shall be obligated to keep repaired and maintained during the Term (i) any glass windows, doors and door hardware, (ii) interior walls, floor coverings, columns and partitions, (iii) fixtures, (iv) heating, ventilating and air conditioning appliances that are in the exclusive
control and use of Lessee, and (v) solely serving the Premises any and all other appurtenances of the Premises including all tiles and grids. At the end of

the Term, Lessee shall pay Lessor for damages to any of the foregoing, whether or not such damages were caused by the act or neglect of Lessee or any person invited or employed by, or under the control of, Lessee. Lessor shall be obligated to keep the Building, the Building grounds, the Building exterior, the Building interior janitorial cleaning, HY AC systems, utilities, the Common Areas, the Building's roof, walls and foundation structurally sound, in working order and in a condition that is no less than exists on the date of this Lease, ordinary wear and tear excepted, except that Lessor shall not be responsible to make any such repairs made necessary by any act or neglect of Lessee or any person invited or employed by, or under the control of Lessee.

ACCESS TO PREMISES. Lessee shall permit Lessor, and Lessor's agents and independent contractors, during customary business hours or at any time which Lessor reasonably deems an emergency situation, to enter the Premises for (i) the purpose of making inspections and repairs, (ii) removing fixtures, alterations, additions, signs or placards not in conformity with those rules and regulations prescribed by Lessor from time to time, or (iii) exhibiting the Premises for lease, appraisal, sale or mortgage, which right of Lessor shall include, within one hundred eighty ( 180) days prior to the end of the Term, the posting of any sign to such effect. If Lessor makes repairs or causes repairs to be made to the Premises, Lessee shall immediately pay to Lessor the costs of same after notice from Lessor plus interest at the maximum rate permitted at law.
ALTERATIONS AND IMPROVEMENTS TO PREMISES. A. Building Additions &

Alterations: Lessor shall have the absolute right to make changes in and about the Building, including, without limitation, employing electrical submetering or direct metering for the Premises, and build additions to or otherwise alter the Building, without liability to Lessee, provided such alterations do not materially adversely affect Lessee's use, enjoyment and occupation of the Premises. Lessee shall not make any alterations or additions to the Premises, or install any high voltage or amperage electrical equipment or plumbing apparatus in the Premises, without the written consent of Lessor, and all additions, fixtures or improvements which may be made by Lessee shall become the property of Lessor, remain upon the Premises and be surrendered with the Premises at the end of the Term. If Lessee shall require special electrical, plumbing, maintenance or other special services or equipment during the Term and Lessor consents thereto, Lessee agrees to pay for all installation costs and all expenses incurred in connection with Lessee's use of such special services and equipment.

B. Space Build-Out: Lessor will deliver the space "As-ls," "Broom Clean," built-out per the space plan attached as Exhibit "C", and Lessor shall patch and paint walls with one coat of paint and install new building standard carpet, Lessee to choose color (from building approved palette).

C. Signs: Lessee shall not erect nor modify any signs on the Building or within the Common or Limited Common Areas without Lessor's prior written consent, which may be withheld for any reason. Lessor shall include Lessee's name in the building directory, as currently displayed, at a location to be determined by Lessor.

I 0. ASSIGNMENT AND SUBLETTING. A. Lessee shall not transfer or assign this Lease or any right under it nor sublet the Premises or any part of the Premises, nor convey, mortgage, pledge, encumber or otherwise grant any interest, privilege or license whatsoever in connection with this Lease or the Premises, except with the prior written consent of Lessor, which consent may not be unreasonably withheld. Consent by Lessor to one (I) or more assignments, sublettings or encumbrances shall not operate as a consent to any subsequent assignment, subletting or encumbrance, each of which shall require Lessor's separate consent. Any and all costs incurred in connection with the permitted assignment or subletting of this Lease, including attorney review fees or the permitted grant of any encumbrance or other interest in connection with this Lease or the Premises shall be paid by the Lessee, which sums shall be added to and become a part of the Additional Rent.

In the event of a permitted assignment of this Lease, or subletting of the Premises, Lessee shall remain fully liable and shall not be released from Lessee's obligations hereunder should any assignee or sublessee fail to fully and faithfully perform each and every of Lessee's covenants herein contained, including without limitation, the payment of Monthly Rent and any Additional Rent as and when due.
For purposes of this section, the sale or transfer of more than Twenty-Five percent (25%) of the ownership interest in and to the Lessee shall constitute an assignment of the Lease requiring the consent of Lessor.
Notwithstanding anything contained herein to the contrary, should Lessee desire to assign the Lease or sublease the Premises, Lessor shall have the right, but not the obligation, to cancel or terminate the Lease and deal with Lessee's prospective assignee or sublessee directly and without any obligation to Lessee. In this event, Lessee's future obligations to Lessor under this Lease shall terminate in accordance with Lessor's written exercise of such right.
CONDITION OF PREMISES. Lessee shall accept the Premises "AS-IS", in the condition the Premises are in at the commencement of the Term. Lessee acknowledges that Lessee has inspected and knows the condition of the Premises and acknowledges to Lessor that the Premises are in good order and repair as of the date the Term commences. Lessee shall provide Lessor at the commencement of the Lease Term written acknowledgement of Lessee's inspection of the Premises and acceptance of same in "AS-IS" condition.
LAWS, RULES AND REGULATIONS. Lessee shall, during the term of this Lease, at Lessee's sole cost and expense abide by and comply with all rules and regulations now or hereinafter prescribed by Lessor for the Building and the Premises, and shall abide by and comply with all laws, ordinances and regulations enacted by those governmental entities, whether federal, state or municipal, having jurisdiction over the Building or the Premises whether or not the same shall interfere with the use or occupancy of the Premises, arising from (a) Lessee's use of the Premises; (b) the manner or conduct of Lessee's business or operation of its installation, equipment or other property therein; (c) any cause or condition created by or at the instance of Lessee; or (d) breach of any of Lessee's obligations hereunder, whether or not such compliance requires work which is structural or non-structural, ordinary or extraordinary, foreseen or unforeseen; and Lessee shall pay all of the costs, expenses, fines, penalties and damages which may be imposed upon Lessor by reason or arising out of Lessee's failure to fully and promptly comply with and observe the provisions of this Section. Lessee shall give prompt notice to Lessor of any notice it receives of the violation of any law or requirement of any public authority with respect to the Premises or the use or occupation thereof. Lessee shall neither permit nor commit any immoral or unlawful practice or act in or upon the Building or the Premises. Lessee shall not permit any noxious, foul or disturbing odors to emanate from the Premises nor use loudspeakers, phonographs or radio broadcasts in a manner so as to be heard outside of the Premises. The current Rules and Regulations are attached hereto as Exhibit B.
USE. /. Permitted Use: Lessee will use and occupy the Premises solely for the use set forth on the Information Sheet and related use and for no other use or purpose without the Lessor's prior written consent. Lessee shall not suffer or permit the Premises or any part thereof to be used in any other manner, or suffer or permit anything to be done or brought into or kept in the Premises, which would in any way: (a) violate any law or requirement of public authorities; (b) cause injury to the Building or any part thereof; (c) interfere with the normal operations of air conditioning, ventilating, plumbing or other mechanical or electrical systems of the Building or the elevators installed therein; (d) constitute a public or private nuisance; (e) use or permit the use of the Premises for public assembly, or for any illegal or immoral purpose; or (f) alter the appearance of the exterior of the Building or any portion of the interior other than the Premises pursuant to the provisions of this Lease.
Indemnification: Lessee shall indemnify and hold Lessor harmless from all claims, damages and losses resulting from any acts or omissions or as a result of neglect or fault of Lessee, its agents, servants, employees, licensees, customers or invitees including, but not limited to, attorneys' fees through all trial, bankruptcy and appellate levels and post-judgment proceeding and whether or not suit or any other proceeding is instituted. Lessee specifically acknowledges that after hours and/or weekend access is at Lessee and Lessee's employees own risk. Lessee also specifically acknowledges that Lessor will not offer any security services at the Building for Lessee and its guests and employees, and Lessee shall be
obligated to implement its own security plan for its own protection and Lessee shall indemnify, save and hold Lessor harmless against any claim filed by Lessee's guests and employees with regard to any claim of loss or injury due to an alleged lack of security.
Floor Loads, Noise and Vibration: Lessee shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry or which is allowed by law. Business machines and mechanical equipment belonging to Lessee which cause noise, electrical interference or vibration that may be transmitted to the structure of the Building or to the Premises to such a degree as to be objectionable to Lessor or other tenants in the Building, shall, at Lessee's expense, be placed and maintained by Lessee in settings of cork, rubber, or spring-type vibration eliminators sufficient to eliminate such noise, electrical interference or vibration.
ADA Compliance: In the event that any alterations or improvements to the Premises requested by Lessee (and/or any change in use of the Premises by Lessee) necessitates that the Premises or Building be altered in order to comply with the requirements of the Americans with Disabilities Act or other similar legal requirements, Lessee shall be responsible for the costs of all such alterations.
Disclaimer of Warranty: Lessee expressly disclaims any implied warranty that the Premises are suitable for Lessee's intend commercial purpose, and Lessee's obligation to pay rent hereunder is not dependent upon the condition of the Premises or the performance by Lessor of its obligations hereunder, and Lessee shall continue to pay Rent, without abatement, setoff, or deduction, notwithstanding any breach by Lessor of its duties or obligations hereunder, whether express or implied.
INDEMNITY AND INSURANCE. A. Lessee agrees to indemnify, defend and save and hold Lessor, and Lessor's agents, managing agent, independent contractors, successors and assigns, harmless against any and all liabilities, losses, costs and expenses (including, without limitation, any and all attorneys' fees and court costs through trial and on appeal) arising from or in any way connected with any acts, omissions, neglect or fault of Lessee, or any of Lessee's agents, invitees, licensees, representatives, successors or assigns, including but not limited to, any Default (hereinafter defined), or any death, personal injury or property damage occurring in, on or about the Premises or the Building.
Lessee shall during the Term, at Lessee's cost and expense, keep in full force and effect a policy of public liability insurance, including workmen's compensation coverage, and property damage insurance, with respect to all matters which arise in connection with Lessee's operation of the Premises. The limits of public liability coverage shall not be less than $1,000,000.00 per person and $1,000,000.00 per occurrence, and the property damage liability shall not be less than $1,000,000.00. The insurance policy or policies shall name Lessor, Lessor's managing agent and Lessee as insureds, and shall contain a clause that the insurer will not cancel or change insurance coverage without first giving Lessor twenty (20) days' prior written notice of same. Lessee shall also carry business interruption insurance in an amount sufficient to cover nine (9) months of expenses for costs, damages, lost income, expenses, Rent, additional rent and all other sums payable under this Lease, should any or all of the Premises not be habitable for any extended period. All required insurance shall be underwritten by a company or companies approved by Lessor with general policyholder's rating of "A" as rated in the most current available "Best's Insurance Reports" and qualified to do business in Florida, and a copy of the policy or policies and of the certificate(s) of such insurance and all endorsements thereto or replacements thereof, shall be delivered to Lessor immediately upon their issue.
Lessee shall comply, at Lessee's cost and expense, with any and all requirements of the Southern Underwriters' Board and of any federal, State, and municipal government applicable to the Premises for the correction, prevention and abatement of nuisances, unsafe or hazardous conditions, or other grievances arising from Lessee's occupancy of the Premises. Lessee shall also comply in a timely manner with all occupational, professional and licensing requirements applicable to Lessee's use of the Premises. Lessee shall promptly comply with any and all fire, emergency and evacuation procedures ordered by safety and regulatory officials having jurisdiction over the Building or the Premises.
Lessee shall comply with any and all requests made by Lessor's fire or liability insurers with respect to the Building or the Premises, or both, at Lessee's cost and expense. Lessee agrees to pay any

increase(s) in Lessor's fire and/or liability insurance premiums over and above the rate in effect immediately prior to the date the Term commences caused by Lessee's use or occupancy of the Premises.

Lessee shall not do or suffer anything to be done on or about the Premises that will or may increase the rate of insurance on the Building or the Common Areas. If, by reason of the failure of Lessee to comply with the terms of this Lease, or by reason of Lessee's occupancy (even though permitted or contemplated by this Lease), the insurance rate shall at any time be higher, or notice is given that it shall be higher, than it would otherwise be for comparable commercial office space in the area of the Building, Lessor, in its sole discretion, may require Lessee to reimburse Lessor the part of all insurance premiums charged because of such violation or occupancy by Lessee, or Lessor may require Lessee to cease any such use which causes such higher premium. Any such reimbursement shall be Additional Rent hereunder.
In any event of loss or damage to the Building, the Premises, the Common Areas and or any contents, each party hereto shall look first to any insurance in its favor before making any claim against the other party. To the extent possible without additional cost, each party shall obtain for each policy of such insurance, provisions permitting waiver of any claim against the other party for loss or damage within the scope of such insurance, and each party, to such extent permitted, for itself and its insurers waives all such insured claims against the other party.
DIRECT CHARGES. Lessee shall pay any and all such direct charges for telephone, and other utilities used on the Premises directly to the providers of same promptly as and when due, including but not limited to, any and all required fees and deposits for service. Failure to timely pay same shall constitute a default hereunder.
DAMAGE TO PREMISES. If the Premises shall be destroyed or damaged by fire, windstorm, civil disturbance or other casualty during the Term so that the same shall be rendered untenantable, Lessor shall have the right to render the Premises tenantable by repairs made within one hundred eighty (180) days from the date of payment to Lessor of applicable insurance proceeds. Base Rent shall abate during such total casualty, but Additional Rent shall remain due and payable. If the Premises are not rendered tenantable within such time, it shall be the option of either Lessor or Lessee to terminate this Lease. If either Lessor or Lessee shall exercise its option to terminate this Lease pursuant to this Paragraph, Lessee's obligation to pay both Monthly Rent and any Additional Rent shall cease at the time of said termination. If only a part of the Premises shall be destroyed, Monthly Rent only shall be apportioned for the remaining tenantable area as determined by Lessor, in Lessor's sole discretion. Notwithstanding the foregoing, if the damage results from the fault of Lessee, or Lessee's agents, employees, visitors, licensees or invitees, Lessee shall not be entitled to any abatement or reduction of rent.

Although nothing contained in this Lease shall ever be construed as obligating Lessor to pay the premiums for any such insurance which Lessee is obligated to carry under this Lease, if, at any time during the continuance of this Lease, Lessee fails to deliver such policies and the evidence of payment of the premiums for such policies, Lessor may, at Lessor's option, procure the said insurance and Lessee will owe Lessor reimbursement therefor immediately as Additional Rent, but such facts will never be construed as constituting a waiver by Lessor of the default hereunder committed by Lessee.

PERSONAL PROPERTY. All of Lessee's personal property placed upon, or moved into the Premises shall be at the sole risk of Lessee, and Lessor shall not be liable (i) for any damage to any such personal property, or to Lessee or any third party, arising from the bursting or leaking of water pipes or from any other act whether by Lessor or by a third person, or (ii) for the negligence of any other person whomsoever, including without limitation, Lessor and Lessor's agents, independent contractors, representatives, successors and assigns.
CONDEMNATION. If all or any portion of the Premises shall be taken, except temporarily, by any condemnation or eminent domain proceedings, this Lease shall terminate on the effective date of the final judicial order of taking. Lessor shall be entitled to all awards for such taking, except that Lessee shall
be entitled to make a separate claim at the expense of Lessee against the condemning authority for moving expenses and for damages

to permitted fixtures installed in the Premises; provided, however, that any award made to Lessee shall be in addition to, and shall not reduce, any award which Lessor may claim in connection with such taking, and further provided that in no event shall Lessee have any claim for the value of any remaining portion of the Term. If only a part of the Premises shall be condemned, Monthly Rent only shall be apportioned for the remaining tenantable area as determined by Lessor, in Lessor's sole discretion.

QUIET ENJOYMENT. Upon payment by Lessee of the Monthly Rent and any Additional Rent as and when due, and upon the faithful observance and performance of all of Lessee's covenants herein contained, Lessee shall peaceably and quietly hold and enjoy the Premises for the Term without hindrance or interruption by Lessor, or by any other person or persons lawfully or equitably claiming by, through or under Lessor, subject, nevertheless, to all of the provisions and conditions of this Lease.
CONVEYANCES AND ENCUMBRANCES. Lessor shall have the unrestricted right to convey, transfer, mortgage or otherwise encumber the Premises. This Lease is and at all times shall be automatically by its terms subject and subordinate to all present and future mortgages to which Lessor is a party and which in any way affect the Premises or any interest therein, and to all recastings, renewals, modifications, consolidations, replacements or extensions of any such mortgage(s). Lessee agrees, within seven (7) days of any such request, to execute any and all documents or instruments requested by Lessor or by any mortgagee(s) to evidence the said subordinate condition of this Lease, as the same may have been amended, to any such financing, and to certify, when requested by Lessor or by any mortgagee(s), that this Lease is in full force and effect. This statement, commonly referred to as an "estoppel certificate", shall be for the benefit of Lessor, and any purchaser or mortgagee of Lessor.
OWNERSHIP BY MORTGAGEE; LESSEE'S ATTORNMENT. A. If any mortgagee comes into possession or ownership of the Premises or of the Building, or acquires Lessor's interest by foreclosure of a mortgage or otherwise, Lessee will attorn to such mortgagee. Lessee will not be entitled to a credit for Monthly Rent or any Additional Rent paid in advance in such event.

B. If any mortgagee(s) shall request reasonable modifications to this Lease as a condition to disbursing any monies to be secured by a mortgage encumbering the Premises, Lessee agrees that, within seven

(7) days after such a request from Lessor, Lessee shall execute and deliver to Lessor an agreement, in form and substance satisfactory to Lessor and to said mortgagee(s), evidencing such modifications; provided, however, that such modifications do not increase Lessee's monetary obligations under this Lease or materially adversely affect Lessee's leasehold interest created by this Lease.

NOTICES. Whenever this Lease requires that notice or demand shall be given or served on either party to this Lease, such notice or demand shall be in writing and shall be delivered personally or forwarded by certified or registered mail, return receipt required, addressed as set forth at the beginning of this Lease.
ENTIRE AGREEMENT. This Lease contains the complete, exclusive and entire agreement between Lessor and Lessee regarding occupation of the Building and lease of the Premises, and supersedes any and all prior oral and written agreements between Lessor and Lessee regarding such matters. This Lease may be modified only by an agreement in writing signed by both Lessor and Lessee, and no offer of surrender of the Premises by Lessee shall be binding unless accepted by Lessor in a writing signed by Lessor.
BENEFITS; BINDING EFFECT. This Lease shall be binding upon and inure to the benefit of the heirs, legal representatives and successors of Lessor and Lessee, and the assigns of Lessor and permitted assigns of Lessee, and shall be construed and enforced in accordance with the laws of the State of Florida. Venue for any litigation which may arise in connection with this Lease, the Building or the Premises shall be in the county wherein the Premises are located.
SEVERABILITY. If any covenant or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of

such covenant or provision to persons or circumstances (other than those as to which it is held invalid or unenforceable) shall not be affected thereby, and each and every other such covenant and provision of this Lease or portion thereof shall be valid and be enforced to the fullest extent permitted by law.

TOXINS. Given the humid conditions and warm climate in Palm Beach County, Florida, molds, mildew, toxins and/or fungi may exist or develop within the Premises (hereinafter referred to as the "Toxins"). Lessee is hereby notified that certain Toxins may be, or if allowed to remain without treatment for any period of time, become toxic and pose a health risk. By leasing the Premises, Lessee shall be deemed to have understood and assumed the risks associated posed by Toxins and to release, to the fullest extent permitted by law, the Lessor from any and liability resulting from same, including, but not limited to, any liability for incidental or consequential damages (which may result from the inability to possess all or any part of the Premises, inconvenience, moving costs, off-site leasing costs, storage costs, loss of time, lost wages, lost opportunities and/or personal injury or death). Without limiting the generality of the foregoing, leaks, leaving windows or exterior doors open for extended periods of time or during wet weather, wet flooring not timely dried, and moisture will contribute to the growth of Toxins. Lessee agrees that Lessor is not liable, and the Lessor disclaims any liability, loss or damage resulting from any illness, personal injury, death or allergic reactions which may be experienced by Lessee, its employees, and/or its or their guests and invitees as a result of Toxins.
REMEDIES CUMULATIVE. Lessor's remedies under this Lease are cumulative, and the election of any right or remedy by Lessor shall not be deemed a waiver of any other right or remedy of Lessor under this Lease or otherwise.
ATTORNEYS' FEES. If, by reason of Lessee's Default, Lessor employs an attorney to enforce Lessor's remedies or otherwise protect Lessor's rights under this Lease, Lessee shall pay to Lessor any and all attorneys' fees and court costs, through trial and on appeal, and all other costs and expenses incurred by Lessor as a result of Lessee's Default. If any lawsuit is brought in connection with this Lease or the Premises, Lessee shall pay all attorneys' fees and court costs, through trial and on appeal, and in any bankruptcy court action, incurred by Lessor in defense, counterclaim or crossclaim of any such action or proceeding.
NO WAIVER. The failure of Lessor to insist on the performance or observance by Lessee of any one or more conditions or covenants of this Lease shall not be construed as a waiver or relinquishment of the future performance of any such covenant or condition, and Lessee's obligation with respect to such future performance shall continue in full force and effect.
LESSOR'S PROPERTY. Lessee shall look solely to Lessor's ownership interest in the Building for the satisfaction of any judgment or decree requiring the payment of money by Lessor, or by Lessor's agents, representatives, successors or assigns, to Lessee, or to any person claiming by or through Lessee, in connection with this Lease, and no other property or asset of Lessor real or personal, tangible or intangible, shall be subject to levy, execution or other enforcement procedure for the satisfaction of any such judgment or decree.
RADON GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.
GENDER. The terms Lessor and Lessee as herein contained shall include the singular and/or the plural, the masculine, the feminine, and/or the neuter, the heirs, successors, executors, administrators, personal representatives and/or assigns, wherever and whenever the context so requires or admits.
CAPTIONS. The captions of the various paragraphs of this Lease have been inserted for the
purposes of convenience only. Such captions are not a part of this Lease and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this Lease.
DEFAULT/REMEDIES. A. Lessee shall be in default hereunder if (i) Lessee fails to pay in full when due the Base Rent, as adjusted from time to time as herein provided, any Additional Rent hereunder, or any other sums payable under this Lease; (ii) Lessee fails to observe and perform any of the terms, covenants and/or conditions of this Lease not contemplated by clauses (i) or (iii) of this sentence and such default shall continue for more than ten ( I 0) days after written notice from Lessor to Lessee; or (iii) the Premises shall be abandoned, deserted or vacated at any time during the Term of this Lease. The Premises and trade fixtures, equipment and furniture situated thereon shall be conclusively deemed abandoned by Lessee upon fifteen (15) consecutive days absence from the Premises by Lessee or its agents (unless such absence results from fire or other casualty) together with the failure to pay all rent due hereunder. In such event Lessor may enter the Premises and may remove all remaining trade fixtures and equipment at Lessee's expense. All such property shall, at Lessor's option, become the property of Lessor, or said property may be placed in storage at Lessee's cost and expense, or sold or otherwise disposed of, in which event the proceeds of such sale or other disposition shall belong to Lessor.

Default shall also occur if at any time during the Term there shall be filed by or against Lessee or its permitted successors, or assigns, then in possession of the Premises, in any court pursuant to any statute either of the United States or of any state or foreign jurisdiction, a petition (I) in bankruptcy, (2) alleging insolvency, (3) for reorganization, (4) for the appointment of a receiver, or (5) for an arrangement under the Bankruptcy Acts or Codes, or if a similar type of proceeding shall be filed and said proceeding is not set aside, vacated, discharged or bonded within thirty (30) days after the institution of same, then Lessor may terminate Lessee's rights under this Lease by notice in writing to Lessee, and thereupon Lessee shall immediately quit and surrender the Premises to Lessor, but Lessee shall continue to be liable for the payment of Rent and all other sums due hereunder.

Remedies: In the event of any default by Lessee, Lessor may (I) cure Lessee's default at Lessee's cost and expense, and/or (2) reenter the Premises and remove all persons and all or any property therefrom, by any suitable action or proceeding at law, without being liable for any prosecution therefor or damages therefrom, and repossess and enjoy the Premises, with all additions, alterations and improvements, and Lessor may, at its option, repair, alter, remodel and/or change the character of the Premises as it may deem fit, and/or (3) at any time relet the Premises or any part or parts thereof, as the agent of Lessee or in Lessor's own right, and/or (4) terminate this Lease upon not less than three (3) days written notice to Lessee, but in which event Lessee shall remain liable for all Rent.

In any case where Lessor has retaken possession of the Premises by reason of Lessee's default or seeks such a retaking, Lessor may, at Lessor's option, occupy the Premises or cause the Premises to be redecorated, altered, divided, consolidated with other adjoining Premises, or otherwise changed or prepared for reletting, and may relet the Premises or any part thereof as agent of Lessee or otherwise, for a term or terms to expire prior to, at the same time as, or subsequent to, the original expiration date of this Lease, at Lessor's option, and receive the rent therefor. Rent so received shall be applied first to the payment of such expenses as Lessor may have incurred in connection with the recovery of possession, redecorating, altering, dividing, consolidating and other adjoining Premises, or otherwise changing or preparing for reletting, and the reletting, including brokerage and reasonable attorneys' fees, including attorneys' fees in bankruptcy, appellate and post-judgment proceedings. Thereafter, such rent shall be applied to the payment of damages in an amount equal to the rent hereunder, as adjusted and Additional Rent, and to the cost and expenses of performance of the other covenants of Lessee as herein provided. Lessee agrees, in any such case, whether or not Lessor has relet, to pay to Lessor damages equal to the Base Rent as adjusted and Additional Rent due hereunder, and other sums herein agreed to be paid by Lessee, l ss the net proceeds of the reletting, if any, as ascertained from time to time, and the same shall be payable by Lessee on dates as provided for in Article 2 above. In reletting the Premises as aforesaid, Lessor may grant rent concessions, and Lessee shall not be credited therewith. No such reletting shall constitute a surrender and acceptance or be deemed evidence thereof. If Lessor elects, pursuant hereto, actually to occupy and use the Premises or any part thereof during any part of the balance of the Term as originally fixed or since extended, there shall be allowed against Lessee's obligation for rent or damages as herein defined, during the period of Lessor's occupancy, the reasonable value of such occupancy, not to exceed in
any event the rent herein reserved and such occupancy shall not relieve Lessee of its liability hereunder. Lessee hereby waives all right of

redemption to which Lessee or any person claiming under Lessee might be entitled by any law now or hereafter in force. Lessor's remedies hereunder are in addition to any remedy allowed by law or in equity.

The exercise by Lessor of any right granted in this Article shall not relieve Lessee from the obligation to make all rental payments, and to fulfill all other covenants required by this Lease, at the time and in the manner provided herein. In the event of a default, if Lessor so desires, all current and future rent and other monetary obligations due hereunder shall become immediately due and payable. This includes any additions to Rent herein provided for the period from the date of an event of default until the end of the Term of this Lease, a sum equal to the Monthly Rent and Additional Rent required to be paid hereunder by Lessee, multiplied by the number of calendar months or portions thereof remaining in the Term of this Lease. Lessor shall not be required to relet the Premises nor exercise any other right granted to Lessor hereunder. If Lessor attempts to relet the Premises, the Lessor shall be the sole judge as to whether or not a proposed Lessee is suitable and acceptable.

In the event of a breach by Lessee of any covenants or provisions hereof, Lessor shall have, in addition to any other remedies which it may have, the right to invoke any remedy allowed at law or in equity to enforce Lessor's rights or any of them, as if re-entry and other remedies were not herein provided for. Lessee agrees that no demand for Rent and no re-entry for condition broken and no notice to quit possession or other notices prescribed by statute shall be necessary to enable Lessor to recover such possession, but that all right to any such demand and any such re-entry and any notice to quit possession or other statutory notices or prerequisites are hereby waived by Lessee.

The maintenance of any action or proceeding to recover possession of the Premises, or any installment or installments of Rent or any other monies that may be due, or become due from Lessee to Lessor, shall not preclude Lessor from thereafter instituting and maintaining subsequent actions or proceedings for the recovery of possession of the Premises or of any other monies that may be due or become due from Lessee. Any entry or re-entry by Lessor shall not be deemed to absolve or discharge Lessee from liability hereunder.

If Lessee shall at any time be in default hereunder, and if Lessor shall deem it necessary to engage attorneys to enforce Lessor's right hereunder, the determination of such necessity to be in the sole discretion of Lessor, then Lessee will reimburse Lessor for the reasonable expense incurred thereby, including, but not limited to, court costs and reasonable attorneys' fees including attorneys' fees in appellate and post judgment proceedings and regardless of whether or not any action may be instituted. In addition to, and not in lieu of, the provisions contained in the immediately preceding sentence, in the event of any litigation between the parties hereto, the subject matter of which is this Lease or any matter contained herein, the prevailing party shall be entitled to recover from the non-prevailing party all court costs and reasonable attorneys' fees including, but not limited to, attorneys' fees in appellate and post-judgment proceedings.
Without affecting the default provisions hereof, any payment of Rent required by this Lease which remains unpaid for five (5) days after its due date shall bear interest at the then maximum non-usurious rate allowed under applicable law from the due date to the date of payment.
Notwithstanding anything contained herein to the contrary, all remedies of Lessor as herein provided are cumulative and Lessor's exercise of any one or more of them shall not be deemed a waiver of any other remedy(ies) available to Lessor.
FORCE MAJEURE. Lessor does not warrant that any of the services which Lessor may supply, will be free from interruption. Lessee acknowledges that any one or more of such services may be suspended by reason of accident or repair, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or other causes beyond the reasonable control of Lessor. No such interruption or discontinuance of service shall ever be deemed an eviction or a disturbance of Lessee's use, enjoyment and possession of the Premises or any part thereof, or render Lessor liable to Lessee for
damages by abatement or reduction of Base Rent or any Additional Rent or relieve Lessee from the performance of any of Lessee's obligations under this Lease.

In addition, Lessee shall have the affirmative duty, upon any casualty, including, but not limited to, hurricane or tornado, to take all affirmative steps to protect the Premises and the Building on an expedited basis. These include pre-storm preparation to protect the Premises, installation of any available pre-storm protective devices, sealing of all doors and windows from water intrusion, and removal of valuable items of personal property or data. After any such event, Lessee shall take all action necessary to protect the Building and Premises, including removal of any dangerous conditions and sealing of all doors and windows from water intrusion. Prior to such post-event action, Lessee shall consult with Lessor regarding same, shall document all such damage via written and photographic evidence and shall save all receipts for any such work.

TIME OF THE ESSENCE. Each of Lessee's covenants herein is a condition and time is of the essence with respect to the performance of every provision of this Lease and the strict performance of each shall be a condition precedent to Lessee's rights to remain in possession of the Premises, or to have this Lease continue in effect.
HAZARDOUS WASTE. Lessee warrants and represents that it will, during the period of its occupancy of the Premises under this Lease, comply with all federal, state and local laws, regulations and ordinances with respect to the use, storage, treatment, disposal or transportation of Hazardous Substances. Lessee shall indemnify and hold Lessor harmless from and against any claims, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, reasonable attorneys' fees and costs at trial and on appeal) arising from the breach of the preceding warranty and representation.

For the purposes of this Paragraph, the term "Hazardous Substances" shall be interpreted broadly to include but not be limited to, substances designated as hazardous under the Resource Conservation and Recovery Act, 42 U.S.C. §9601, et seq., the Federal Water Pollution Control Act, 33 U.S.C. §1257, et seq., the Clean Air Act, 42 U.S.C. §200 I, et seq., or the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. §960 I, et seq., any applicable State Law or regulation. The term shall also be interpreted to include but not be limited to any substance which after release into the environment and upon exposure, ingestion, inhalation or assimilation, either directly from the environment or directly by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer and/or genetic abnormalities, and oil and petroleum based derivatives.

Lessee shall not store or dispose of any hazardous material or waste in or about the premises. Lessee shall indemnify and hold Lessor harmless from and against any claims, damages, costs, expenses or actions which arise out of any breach of this provision and such indemnity shall survive the termination of the Lease, except those specifically used in Lessee's business, which use has been disclosed to and approved in writing by Lessor. In such event, Lessee shall properly dispose of same and shall provide Lessor with a written plan detailing such disposal.

The provisions of this Paragraph shall be in addition to any other obligations or liabilities Lessee may have to Lessor at law and equity and shall survive termination of this Lease.

NO PARTNERSHIP. Nothing contained in this Lease shall constitute or be construed to be or create a partnership, joint venture or any other relationship between Lessor and Lessee other than the relationship of Lessor and Lessee.
NO OTHER REPRESENTATIONS. No representations or promises shall be binding on the parties hereto except those representations and promises contained herein or in some future writing signed by the party making such representations or promises.
LESSEE'S ACKNOWLEDGMENT: Lessee shall, from time to time, on not less than five (5) days prior written request by Lessor, execute, acknowledge, and deliver to Lessor a written statement certifying that this Lease is unmodified and in full force and effect, or that this Lease is in full force and
effect as modified and listing the instruments of modification, the dates to which the rents and other charges have been paid, and whether

or not, to the best of Lessee's knowledge, Lessor is in default hereunder and, if so, specifying the nature of the default, and such other matters as Lessor may reasonably request. It is intended that any such statement delivered pursuant to this Article may be relied upon by a prospective purchaser of Lessor's interest or mortgagee of Lessor's interest or assignee of any mortgage upon Lessor's interest in the Building and/or the Common Areas.

WAIVER OF COUNTERCLAIM AND JURY TRIAL. TO THE EXTENT ALLOWED BY LAW, LESSEE HEREBY WAIVES THE RIGHT TO INTERPOSE ANY COUNTERCLAIM (EXCEPT A MANDATORY COUNTERCLAIM UNDER FLORIDA LAW OR RULE OF PROCEDURE) IF LESSOR PURSUES ANY ACTION OR PROCEEDING FOR THE POSSESSION OF THE PREMISES. LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO ASSERT A DEFENSE BASED ON MERGER AND AGREES THAT NEITHER THE COMMENCEMENT OF ANY ACTION OR PROCEEDING, NOR THE SETTLEMENT THEREOF, NOR THE ENTRY OF JUDGMENT THEREIN SHALL BAR LESSOR FROM BRINGING ANY SUBSEQUENT ACTIONS OR PROCEEDINGS FROM TIME TO TIME. TO THE EXTENT SUCH WAIVER IS PERMITTED BY LAW, THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS LEASE OR THE PREMISES.
ARTICLE AND PARAGRAPH HEADINGS. The Article and Paragraph headings in this Lease are intended for convenience only and shall not be taken into consideration in any construction or interpretation of this Lease or any of its provisions.
BROKERS. Each party represents to the other that they have dealt with no real estate or leasing brokers in conjunction with this Lease except the broker(s) listed on the Informational Sheet. Each party agrees and warrants to indemnify and hold harmless the other from any claims of other brokers for payment of fees or charges of any kind including attorneys' fees, in conjunction with this transaction. The foregoing shall survive the end of the Lease Term.
LIMITATIONS ON RECORDING. Lessee shall not, without the prior written consent of Lessor which may be withheld for any reason, record or permit the recording of this Lease or any memorandum hereof, any short form of this Lease or any instrument referring therein to this Lease among the Public Records within or without the State of Florida. Lessor shall have the right, but not the obligation, to record, from time to time, this Lease, any memorandum hereof, any short form of this Lease or any other instrument referring therein to this Lease and, should Lessor desire to so record, Lessee shall cooperate fully by executing any and all documents in regard thereto.
ENTITY LESSEE. Lessee shall be required to file all necessary documents with the entity's state of organization on an annual basis so as not to be dissolved. In the event that Lessee, as a legal entity is dissolved, the officers, managers, directors and/or partners executing this Lease on behalf of the entity agree to be personally liable for the obligation of the dissolved entity, unless and until such entity's status as an active Corporation, Limited Liability Company and/or Limited Partnership is resolved.
DISTRESS WRIT. In the event of a default by Lessee, in addition to any other remedies available to Lessor, Lessor shall be entitled to a Distress Writ without necessity of posting or filing a bond or any other security.
WAIVER OF NOTICE. Lessee hereby waives any requirement of notice of default, including, but not limited to, any statutory notice requirements prerequisite to bring any action against Lessee for a default under this Lease.
RELOCATION: Lessor shall have the right to change the location and/or configuration of the Premises subject to the following terms and conditions: (i) if Lessee has commenced beneficial use of the Premises, then Lessor shall provide Lessee not less than thirty (30) days advance written notice of the
date Lessee must vacate the Premises; (ii) if Lessee has not commenced beneficial use of the Premises, then Lessor shall provide Lessee not less than five (5) days advance written notice of such change; (iii) Lessor shall provide Lessee with substitute space of similar nature and size elsewhere in the Building ("Substitute Premises"); and (iv) Lessor shall, if Lessee has commenced beneficial use of the Premises, at Lessor's expense (a) remove Lessee's equipment and furniture from the Premises and reinstall same in the Substitute Premises and (b) redecorate the Substitute Premises in a substantially similar manner in which the Premises are decorated, subject to availability of matching materials. Within ten (10) days after Lessor submits an amendment of this Lease indicating the location and/or configuration of the Substitute Premises and such other reasonable provisions (if necessary) to this Lease arising out of the substitution of the Substitute Premises for the Premises, Lessee shall execute and then deliver to Lessor such amendment.
SEPARATE COVENANT. Lessee's obligation to pay Rent and Additional Rent under this Lease are separate and distinct covenants independent of any of the Lessor's obligations under the Lease. Notwithstanding any other provisions contained in this Lease or any extensions, modifications or renewals of this Lease, it is understood and agreed that in the event of default in performance of any agreement, condition, or other provisions to be performed by the Lessor, or if for any other reason Lessee might be entitled to any reimbursement from Lessor, in no event shall Lessee deduct or withhold any such amount from any payments of Rent due to Lessor under this Lease.
LIMITATION ON LESSOR'S LIABILITY. Notwithstanding any contrary provision of this Lease, Lessee shall look solely to the interest of Lessor or its successor (as Lessor hereunder) in the Building for the satisfaction of any judgment or other judicial process requiring the payment of money as a result of any gross negligence or breach of this Lease by Lessor or such successor, and no other assets of Lessor or such successor (including any beneficial owners, partners, corporations and/or others affiliated or in any way related to Lessor or such successor) shall be subject to deficiency action, levy, execution or other enforcement procedure for the satisfaction of Lessee's remedies in any of such events. Lessee's sole right and remedy in any action or proceeding concerning Lessor's reasonableness (where the same is required under this Lease) shall be an action for declaratory judgment and/or specific performance.
ABANDONED PROPERTY. If at the end of the Lease term, (including any early termination hereof), Lessee shall leave and abandon any personal property at the Leased Premises, Lessor shall notify Lessee of same at the forwarding address provided by Lessee, and Lessee shall have ten (10) days within which to remove said property. If Lessee fails or refuses to remove said property, Lessor may dispose of same in any manner deemed appropriate by Lessor, regardless of the value of the property and Lessee hereby waives any right or claim to object to such disposal.
SURVIVAL. All terms and provision of this Lease shall, to the extent reasonably necessary to fulfill the intent of the Parties, survive the termination hereof.
COUNTERPARTS. This Lease may be executed in several counterparts, all of which shall constitute one and the same Lease between Lessor and Lessee.
COMMON AREAS/PARKING: A. Definition: All areas within the exterior boundaries of the Building or any amenities thereto which are not now or hereafter included within the Premises, or held for lease or occupation by Lessor including, without limiting the generality of the foregoing, parking areas including, but not limited to driveways, delivery passages or areas, sidewalks, ramps, open and closed courts, atriums and malls, landscaped and planted areas, stairways, elevators, exterior decks, restrooms not located within the premises of any Lessee, and other areas and improvements provided by Lessor for the common use of Lessor and Lessees and their respective employees and invitees, shall be deemed "Common Areas." Portions of the Common Areas are within the Building while other portions are not within the Building. Lessor may make changes at any time and from time to time in the size, shape, location, number and extent of the Common Areas or any of them and no such change shall entitle Lessee to any abatement of rent.

B. Use: Lessee and its employees and invitees shall be entitled to use the Common Areas during the Term of this Lease, in common with Lessor and with other persons authorized by Lessor from time to time to use such Common Areas, subject to such reasonable rules and regulations relating to such use as Lessor may from time to time establish.

C. Control by Lessor:

Lessor shall operate, manage, equip, police, light, repair and maintain the Common Areas in such manner as Lessor may in its sole discretion determine to be appropriate. Lessor may temporarily close any Common Area for repairs or alterations, close them for up to one (I) day in each calendar year to prevent a dedication thereof or the accrual of prescriptive right therein, or close them for any other reason deemed sufficient by Lessor.
Lessor shall at all times during the Term of this Lease have the sole and exclusive control of the automobile parking areas including, but not limited to, the driveways, ramps, entrances and exits, public seating areas, and the sidewalks, pedestrian passageways and other Common Areas, and may at any time and from time to time during the Term hereof restrain any use or occupancy thereof except as authorized by the rules and regulations for the use of such areas established by Lessor from time to time. The rights of Lessee in and to the Common Areas shall at all times be subject to the rights of Lessor and other parties designated by Lessor including, but not limited to, other Lessees of Lessor to use the same in common with Lessee, and Lessee shall keep said areas free and clear of any obstructions created or permitted by Lessee or resulting from Lessee's operation. If in the opinion of Lessor unauthorized persons are using any of said Common Areas by reason of the presence of Lessee in the Building, Lessee, upon demand of Lessor, shall restrain such authorized use by appropriate proceedings. Nothing herein shall limit the right of Lessor at any time to remove any such unauthorized person from the Common Areas or to prohibit the use of any said Common Areas by unauthorized persons.
When and to the extent parking spaces, including reserved parking spaces, are to be furnished to Lessee as provided in the Informational Sheet or as may be provided in a separate agreement (though nothing herein shall imply that parking spaces may be provided in a separate agreement), Lessee, its employees and clients shall park their vehicles only in those spaces in the parking areas as are from time to time designated for that purpose by Lessor. The availability of reserved parking spaces shall be solely in Lessor's control, and shall be upon terms, conditions and costs as established by Lessor. Lessee shall furnish Lessor with a list of its employees' vehicle license numbers within five (5) days after taking possession of the Premises and Lessee shall thereafter notify Lessor of any change in such list within five (5) days after such change occurs. Lessee agrees to assume responsibility for compliance by its employees with the parking provisions contained herein. Lessee further agrees that in the event Lessee and/or its employees shall have parked their vehicles in spaces not so designated, then Lessor shall, upon the second notice by Lessor or its representative of such event, have the power to require Lessee to pay to Lessor the sum of Twenty Dollars ($20.00) per day for each day the violation shall continue.
In the event Lessor elects to limit or control parking by customers or invitees of the Building, whether by sticker, validated parking tickets, valet service, or any other method of assessment, Lessee agrees to participate in such program under such reasonable rules and regulations as are from time to time established by Lessor with respect thereto.
SERVICES FURNISHED: A. Lessor will furnish the following services to Lessee during the Lease Term:

I. Cold water for drinking and toilet purposes and hot water for lavatory purposes (in Common Area bathrooms).

Janitorial services to the Premises Monday through Friday, except holidays. Lessor shall cause the Premises, including the exterior and interior of the windows thereof to be cleaned in a manner standard to the Building. Lessee shall pay to Lessor on demand, the cost incurred by Lessor for: (a) extra cleaning work in the Premises required because of (i) misuse or neglect on the part of Lessee or permitted sublessees or Lessee's employees or visitors; (ii) the use of portions of the Premises for purposes requiring greater or more difficult cleaning work than normal office areas; (iii) interior glass partitions or unusual quantity of interior glass surfaces, and (iv) non-building standard materials or finishes installed by Lessee or at its request; (b) removal from the Premises and the Building of any refuse and rubbish of Lessee in excess of that ordinarily accumulated in business office occupancy or at times other than Lessor's standard cleaning times; and (c) the use of the Premises by Lessee other than during business hours on business days.
Normal, customary and reasonable office heat and air conditioning on Monday through Friday, except holidays, from 6:00 A.M. until 6:00 P.M. and Saturdays, from 7:00 a.m. to 12:00 p.m. Any additional use after hours by Lessee will be charged back to the Lessee as Additional rent at the rate of Thirty Five and N/1000 Dollars ($35.00) per hour. Lessee will have access to the Premises, the Building, and the parking facilities 24 hours per day, 7 days per week, and 52 weeks per year, but if such access results in additional cost or expense to Lessor, Lessee shall pay all such charges after written notice thereof subject so long as such access does not result in additional cost or expense to Lessor unless lessee pay same in advance. Computer Servers which create substantial heat are permitted in the form of one (I) server per suite. Servers may not be stacked. A freestanding air conditioner may not be installed to cool servers.
Normal, customary and reasonable bagged trash removal when deposited in designated

locations.

A waste recycling program, if applicable. Lessee hereby agrees to cooperate and participate in any such program

B. If Lessee requires any additional service other than at the times or in the quantities provided above, Lessor, upon reasonable advance written request therefore by Lessee, may, but shall not be obligated to, furnish such additional service upon charges to be agreed upon by the Parties which shall, in no event, be less than Lessor's cost therefore plus fifteen percent (15%) overhead. Such sums shall be Additional Rent hereunder payable monthly.

C. It is understood that Lessor does not warrant that any of the services referred to above, or any other services that Lessor may agree to supply, will be free from interruption, and Lessee acknowledges that one or more of such service may be suspended by reason of accident or of repairs, alterations or improvements being made, or by strikes or lockouts, or by reason of operation of law, or causes beyond the control of Lessor. No such interruption or discontinuance of service shall be deemed an eviction or disturbance of Lessee's use or possession of the Premises, or render Lessor liable to Lessee for damages or abatement of rent or otherwise, or relieve Lessee from performance of Lessee's obligations hereunder. Notwithstanding the foregoing, if, as a result of Lessor's gross negligence, there is an interruption of service for more than thirty (30) days, there shall either be an abatement or an equitable reduction in rent based upon the extent such interruption of service prohibits Lessee from conducting Lessee's business, as reasonably determined by Lessor.

D. Lessee's use of electrical energy in the Premises shall not, at any time, exceed the capacity of any of the electrical conductors and equipment in or otherwise serving the Premises. In order to ensure that such capacity is not exceeded and to avert possible adverse effects upon the Building's electric service, Lessee shall not, without Lessor's prior written consent in each instance, connect major equipment to the Building, electric distribution system, telephone system or make any alteration or addition to the electric system of the Premises existing on the Commencement Date. Lessee's electrical usage under this Lease contemplates only the use of normal and customary office equipment. In the event Lessee installs any office equipment which uses substantial additional amounts of electricity, then Lessee agrees that Lessor’s written

consent is required before the installation of such additional office equipment.

GREEN BUILDING PROVISIONS: Lessor shall have the option of adopting certain uses and practices for environmental or green standards, including, but not limited to, LEED certifications. Lessee agrees to cooperate and participate in any such programs after written notice to Lessee.
MUTUAL AGREEMENT: This Lease is the result of a negotiated transaction between the respective parties and interpretation and construction of this Lease shall not be construed against the drafter.
CONFIDENTIALITY. Lessee agrees not to disclose any of the terms or provisions of this Lease to other present or future tenants or prospective tenants of the Building, or to any third party without Lessor's express written consent, excluding Lessee's professionals (i.e., attorneys and accountants) who require knowledge thereof in furtherance of Lessee's bona fide business and legal interests.
SPECIAL PROVISION. This Lease is contingent upon execution of a Lease Termination Agreement between Lessor and Allen West Foundation, the current tenant in possession of Suite 2050. If such agreement is not executed by Lessor and Allen West Foundation prior to July 31, 2014, or Allen West Foundation fails to vacate the Premises by September 15, 2014, this Lease shall be void and of no force and effect.
TERMINATION OF EXISTING LEASE. That subject to the provisions of Section 59 above, upon execution hereof, and possession of the Premises, the lease for 6400 Congress Avenue, Suites 1200 and 2250, Boca Raton, Florida 33487 shall be deemed terminated, and of no further force and effect and possession of same shall be retendered to Lessor on September 15, 2014.

IN WITNESS WHEREOF, the parties hereto have executed this Lease effective as of the day and date set forth above.

LESSOR:

OIII Realty Limited Partnership

By: 0111 Realty, LLC, general partner

By: Kamala R. Chapman, Manager

LESSEE:

Bright Mountain Media, LLC.

By: W. Kip Speyer, President

EXHIBIT A LEGAL DESCRIPTION

A parcel of land being a portion of Parcel "I", of A REPLAT OF A PORTION OF ARVIDA PARK OF COMMERCE PLAT NO. 14, as recorded in Plat Book 60, Pages 72 and 73 of the Public Records of Palm Beach County, Florida being in Section, 6, Township 47 South, Range 43 East, City of Boca Raton, Palm Beach county, Florida being more particularly described in that Special Warranty Deed recorded in Official Records Book 9505, Page 128 of the Records of Palm Beach County, Florida.

Parcel Control No.: 06-43-47-06-14-001-0020

Exhibit B Rules & Regulations

(Subject to modification by Lessor from time to time)

I. The sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by Lessee or used for any purpose other than the ingress and egress from its Premises. The halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Lessor shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Lessor, shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom Lessee normally deals in the ordinary course of Lessee's business unless such persons are engaged in illegal activities. Lessee shall not go upon the roof of the Building.

The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of tenants and Lessor reserves the right to exclude any other names therefrom.
No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in conjunction with, any window or door on the Premises without the prior written consent of Lessor. In any event, all such items shall be installed inboard of Lessor's standard window covering and shall in no way be visible from the exterior of the Building. No articles shall be placed on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside Lessee's Premises.
Lessor reserves the right to exclude from the Building between the hours of 6:00 p.m. and 6:00 a.m. weekdays, and at all hours on Saturdays, Sundays, and holidays all persons who are not tenants or their accompanied guests. Lessee shall be responsible for all persons it allows to enter the Building and shall be liable to Lessor for all acts of such persons. Lessor shall in no case be liable for damages for error with regard to the admission or exclusion of any person from the Building. During the continuance of any invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Lessor's opinion, Lessor reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building.
Lessee shal I have the right to employ any person or persons other than Lessor's janitor for the purpose of cleaning its Premises. With the written consent of Lessor no persons other than those approved by Lessor shall be permitted to enter the building for the purpose of cleaning same. Lessee shall not cause any unnecessary labor by reason of its carelessness or indifference in the preservation of good order and cleanliness. Lessor shall in no way be responsible to Lessee for any loss of property on its Premises however occurring, or for any damage done to the effects of Lessee by the janitor or any other employee or any other person.
Lessee shall not use upon its Premises vending machines or accept barbering or boot blacking services in its Premises except from persons authorized by Lessor.
Lessee shall see that all doors to its Premises are securely locked and that all utilities, water faucets or water apparatus are shut off before Lessee leaves the Premises, so as to prevent waste or damage, and shall be responsible for all injuries sustained by other tenants or occupants of the Building or Lessor as a result of its failure to do so. Lessees shall keep the door or doors to the Building corridors closed at all times except for ingress and egress.
Lessee shall not waste electricity, water or air conditioning and agrees to cooperate fully with Lessor to assure the most effective operation of the Building's heating and air conditioning, and shall refrain from attempting to adjust any controls.
Lessee shall not alter any lock or access device or install a new or additional lock or access device or any bolt on any door in its Premises without prior written consent of Lessor. If Lessor shall give its consent, Lessee shall in each case furnish Lessor with a key for any such lock.
Lessee shall not make or have made additional copies of any keys or access devices provided by Lessor. Lessee, upon the termination of the tenancy, shall deliver to Lessor all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished Lessee or which Lessee shall have had made. In the event of the loss of any keys or access devices so furnished by Lessor, Lessee shall pay Lessor therefor.
The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever, including, but not limited to, coffee grounds shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the tenant, who, or whose employees or invitees, shall have caused it.
Lessee shall not keep in the Building any kerosene, gasoline or inflammable or combustible fluid or materials other than limited quantities necessary for the operation or maintenance of office equipment. Lessee shall not use any method of heating or air conditioning other than that supplied by Lessor.
Lessee shall not permit to be kept in its Premises any foul or noxious gas or substance or permit its Premises to be used in a manner offensive or objectionable to Lessor or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Building.
No cooking shall be done in the Premises (except that use by the Lessee of Underwriter's Laboratory approved equipment for the warming up or reheating food by way of a microwave or toaster oven and the preparation of coffee, tea, hot chocolate and similar beverages for Lessee and its employees shall be permitted, provided that such equipment and use is in accordance with applicable federal, state and city laws, codes, ordinances, rules and regulations) nor shall the Premises be used for lodging
Lessee shall not sell or permit the sale, at retail, of newspapers, magazines, periodicals, theater tickets or any other goods on the Premises, nor shall Lessee carry on, or permit the business of stenography, typewriting or any similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises be used for the storage of merchandise, manufacturing of any kind, the business of a public barber shop, or beauty parlor, or for any business activity other than that specifically provided for in Lessee's lease.
Lessor will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Lessor. The location of burglar alarms, telephones, call boxes or other office equipment affixed to the Premises shall be subject to the written approval of Lessor which will not be unreasonably withheld.
Lessee shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Lessee shall not interfere with radio or television broadcasting or reception from or in the Building.
Lessee shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its Premises in any manner except as approved in writing by Lessor. The expense of repairing any damage resulting from a violation of this rule of the removal of any floor covering shall be borne by Lessee.

I 9. No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the Building or carried up or down elevators except between such hours and in such elevators as shall be designed by Lessor. Lessor shall have the right to prescribe the weight, size and position of all safes, furniture, files, bookcases or other heavy equipment brought into the Building. Safes or other heavy objects shall, if considered necessary by Lessor, stand on wood strips of such thickness as determined by Lessor to be necessary to properly distribute the weight thereof. Lessor will not be responsible for loss of or damage to any such safe, equipment or property from any cause, and all damage done to the Building by moving or maintaining any such safe, equipment or other property shall be repaired at the expense of Lessee.

Business machines and mechanical equipment belonging to Lessee which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to objectionable to Lessor or any tenants in the Building shall be placed and maintained by Lessee, at Lessee's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable by Lessor.

Lessee shall not place a load upon any floor which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Lessee shall not mark, or drive nails, screws or drills into, the partitions. woodwork or plaster (except for the hanging of pictures and decorations) or in any way deface the Premises.
There shall not be used in any space, or in the public areas of the Building, either by Lessee or others, any hand trucks except those equipped with rubber tires and side guards or such other material-handling equipment as Lessor may approve. No other vehicles of any kind shall be brought by Lessee into or kept in or about the Premises.
Lessee shall store all its trash and garbage within the interior of its Premises. No materials shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in this area without violation of any law or ordinance governing such disposal shall be made only through entryways and elevators provided for such purposes and at such times as Lessor may designate.
Canvassing, soliciting or distributing of handbills or any other written material and peddling in the Building are prohibited and Lessee shall cooperate to prevent the same. Lessee shall not make room-to-room solicitation of business from other tenants in the Building.
Lessor reserves the right to exclude or expel from the Building any person who, in Lessor's judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules and regulations at the Building.
Without the prior written consent of Lessor, Lessee shall not use the name of the Building in connection with the business of Lessee except as Lessee's address.
Lessee shall comply with all energy conservation, safety, fire protection and evacuation procedures and regulations established by Lessor or any governmental agency.
Lessee assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage.
The requirements of Lessee will be attended to only upon application at the office of the Building by an authorized individual. Employees of Lessor shall not perform any work or do anything outside of their regular duties unless given special instructions from Lessor, and no such employees will admit any person (Lessee or otherwise) to any office without specific instructions from Lessor.
Lessor may waive any one or more of these Rules and Regulations for the benefit of any particular Lessee, but no such waiver by Lessor shall be construed as a waiver of such Rules and Regulations in favor of any other Lessee, nor prevent Lessor from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building.
Lessor reserves the right to make such other reasonable rules and regulation as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein. Lessee agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted so long as such additional Rules and Regulations are reasonable and thirty (30) days prior written notice of such additional Rules and Regulations are provided to Lessee.

31 All wallpaper or vinyl fabric materials which Lessee may install on painted walls shall be applied with a strippable adhesive. The use of nonstrippable adhesives will cause damage to the walls when materials are removed, and repairs made necessary thereby shall be made by Lessor at Lessee's expense.

Lessee shall provide and maintain hard surface protective mats under all desk chairs which are equipped with coasters to avoid excessive wear and tear to carpeting. If Lessee fails to provide such mats, the cost of carpet repair of replacement made necessary by such excessive wear and tear shall be charged to and paid by Lessee.
Lessee will refer all contractors, contractors' representatives and installation technicians rendering any service to Lessee to Lessor for Lessor's supervision, approval, and control before performance of any contractual service. This provision shall apply to all work performed in the Building, including installations of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows ceilings, equipment or any other physical portion of the Building.
Lessee shall give prompt notice to Lessor of any accidents to or defects in plumbing, electrical fixtures, or heating apparatus so that such accidents or defects may be attended to properly.
Lessee shall be responsible for the observance of all of the forgoing Rules and Regulations by Lessee's employees, agents, clients, invitees and guests.
Lessee shall not allow its employees or invitees to park in other than designated areas, nor shall any washing of cars or car repairs be permitted in any parking areas, nor shall overnight parking be permitted, nor shall commercial trucks be allowed in the parking areas other than in designated delivery areas.
Other than for single-trip usages, Lessee shall make reservations for use of any elevators, which shall be accepted by Lessor on a first-come, first-serve basis.
These rules and Regulations are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or in part, the terms covenants, agreements and conditions of any lease of premises in the Building.

EXHIBIT C

Site Plan and Space Plan

SURPLUS LINES DISCLOSURE

At my direction, Best Insurance has placed my coverage in the

(name of Insurance agency)

surplus lines market. As required by Florida Statute 626.916, I have agreed to this placement. I understand that superior coverage may be available in the admitted market and at a lesser cost and that persons insured by surplus lines carriers are not protected by the Florida Insurance Guaranty Association with respect to any right of recovery for the obligation of an insolvent unlicensed insurer.

I further understand the policy forms, conditions, premiums, and deductibles used by surplus lines insurers may be different from those found in policies used by authorized insurers. I have been advised to carefully read the entire policy. There is no liability on the part of, and I have no cause of action against, my agent for placing coverage in the surplus lines market.

Bright Mountain Acquisitions Corporation

Named Insured

Lloyds of London

Name of Excess and Surplus Lines Carrier

Professional Liability

Type of Insurance

09/06/2014

Effective Date of Coverage

Revised 7/18/07

LEASE INFORMATIONAL SHEET

ADDENDUM TO LEASE BETWEEN

OIII REALTY LIMITED PARTNERSHIP, AS LESSOR AND BRIGHT MOUNTAIN, LLC AS LESSEE

ADDENDUM: This Addendum is attached to and made a part of the Lease. Any conflict between the terms of this Addendum and the Lease shall be controlled by this Addendum.
LEASE INFORMATION SHEET: The Lease Infom1ational Sheet is hereby deleted and replaced with the attached Lease Informational Sheet.
PREMISES: For and in consideration of the mutual covenants herein contained, Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor, those certain premises located at 6400 Congress Avenue, Suites 2050 and 2200, Boca Raton, Florida 33487 ("Premises") which are situated within the building located at 6400 Congress Avenue, Boca Raton, Florida 33487 ("Building").
TERM. A. The term of this Lease shall be three (3) years and seven (7) months, commencing on the 15th day of August, 2015 and ending on the 14th day of March, 2019 ("Lease Tenn"). Lessee's obligation for the payment of Rent shall commence on August 15, 2015 ("Amended Commencement Date").
RENEWAL: So long as Lessee is not in default hereunder, Lessee shall have the option to renew this Lease for one (1) additional three (3) year term, by providing Lessor written notice of the exercise thereof at least one hundred eighty (180) days prior to the end of the Lease Term. Failure to timely renew the Lease shall terminate all renewal options granted hereunder. The terms Lease Term and the Renewal Term are sometime referred to herein as the "Tem1." The Gross Rent for the Renewal Term will be fair market
value for like kind office space in Boca Raton, but in no event less than the Rent paid during the Lease Term set forth above plus annual increases set forth on the Lease informational Sheet.
NO DEFAULT: Lessee represents that all of the provisions of the Lease to be performed by Lessor have been fully and timely performed and complied with and the Lessor is not in default in any way whatsoever under the Lease, nor to the knowledge of the Lessee does there exist any condition or circumstance which, with the giving of notice or the passage of time, or both, would constitute or result in a default by Lessor under the Lease.
TENANT IM:PROVEMENTS: Lessor will, prior to the Amended Commencement Date, deliver Suite 2200 "As-Is" with the following changes: patch and paint walls, one (1) coat, substantially the same as the wall color in Suite 2050, steam clean carpet, create an interior opening, finished, no door with threshold between Suites 2050 and 2200 as more specifically set forth on Exhibit A attached hereto and made a part hereof.
BROKERAGE: Lessor and Lessee both represent that they have not dealt with any other real estate broker than Bray Realty Advisors, LLC, as Lessor's representative in connection with the Lease and this Addendum. Lessor is responsible to pay the commission upon execution hereof, if any. Except as expressly amended hereby, this Lease, as amended, is in full force and effect.

Lessee:

Bright Mountain, LLC

By: W. Kip Speyer, President

Lessor:

OIII Reality Limited Partnership

By: Kamala R. Chapman, Manager

Exhibit "A"

Site Pian & Space Pian

SECOND ADDENDUM TO LEASE

EXHIBIT A

EXHIBIT B

Space Plan

EXHIBIT C

Furniture List

EX-10.9

EXHIBIT 10.9

SUBLEASE AGREEMENT

This Sublease Agreement ("Sublease"), dated as of the 31st day of May, 2024 (the "Effective Date"), is entered into between Bright Mountain Media, Inc., a Florida corporation qualified to do business in the State of Florida ("Sublandlord") and ROBINSON AND CASEY PLLC, a Florida professional limited liability company qualified to do business in the State of Florida ("Subtenant" and, together with Sublandlord, collectively referred herein as the "Parties" or individually as a "Party").

RECITALS

Demise.

Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, the premises marked as Suite 2200 ("Subleased Premises") shown on Exhibit B attached hereto and made a part of this Sublease, located on a portion of the second (2nd) floor of the Building and comprising a portion of the Demised Premises. The Subleased Premises consist of approximately Two Thousand and Twenty Seven (2,027) square feet.

Term.
The term of this Sublease ("Term") shall commence on the date which is the later to occur of: (i) July 1, 2024; and (ii) the date on which the Prime Landlord Consent (hereinafter defined) is obtained ("Sublease Commencement Date"), and shall expire at midnight on July 27, 2027 ("Sublease Expiration Date"), unless sooner terminated or cancelled in accordance with the terms and conditions of this Sublease.
Subtenant shall not be entitled to exercise any options to extend or renew the term of the Primary Lease. These options are expressly retained by Sublandlord and may be exercised or waived by Sublandlord in its sole and absolute discretion.
If for any reason the term of the Primary Lease is terminated or expires prior to the Sublease Expiration Date, this Sublease shall terminate on the date of such termination or expiration and Sublandlord shall not be liable to Subtenant for such termination. Sublandlord

will take commercially reasonable efforts to maintain the Primary Lease with the Prime Landlord for the duration of the Primary Lease.

Permitted Use.

Payment of GROSS Rent and Additional Rent.
Throughout the Term of this Sublease, Subtenant shall pay to Sublandlord fixed base rent ("GROSS Rent") at the rate of: (i) Four Thousand Three Hundred and Seventeen and 36/100 Dollars ($4,317.36) per month from the Sublease Commencement Date to September 11, 2024; (ii) Four Thousand Four Hundred and Forty-Seven and 04/100 Dollars ($4,447.04) per month from September 12, 2024 to September 11, 2025; (iii) Four Thousand Five Hundred and Eighty and 65/100 Dollars ($4,580.65) per month from September 12, 2025 to September 11, 2026; and (iv) Four Thousand Seven Hundred and Eighteen and 19/100 Dollars ($4,718.19) per month from September 12, 2026 to the Sublease Expiration Date. Subtenant shall pay to Sublandlord the first monthly installment of Base Rent at the time of execution and delivery of this Sublease by Subtenant to Sublandlord and shall pay all other monthly installments of Base Rent no less than seven (7) days prior to the date same is due under the Primary Lease.
In addition to GROSS Rent, commencing on the Sublease Commencement Date and continuing throughout the Term of this Sublease, Subtenant shall pay to Sublandlord: (i) One Hundred percent (100%) of any real estate taxes and assessments (Taxes) for the Demised Premises; (ii) all costs and expenses incurred by Sublandlord in connection with its subleasing of the Subleased Premises to Subtenant; and (iii) all amounts due and payable by Sublandlord under the Primary Lease due or attributable to the Subleased Premises or the actions or omissions of Subtenant (collectively, "Additional Rent"). Additional Rent shall be payable to Sublandlord in monthly installments based on estimates provided by Sublandlord.
All GROSS Rent shall be due and payable on the FIRST (1ST) day of each and every month, without demand therefor unless otherwise designated by Sublandlord and without any deduction, offset, abatement, counterclaim, or defense. The monthly installments of Base Rent and Additional Rent payable on account of any partial calendar month during the Term of this Sublease, if any, shall be prorated.
Security Deposit.

Simultaneously with the execution and delivery of this Sublease, Subtenant shall deposit with Sublandlord a security deposit ("Security Deposit") in the amount of Four Thousand Eight Hundred and 00/100 Dollars ($4,800) as security for the full and faithful performance by Subtenant of Subtenant's obligations hereunder. The Security Deposit may be in the form of cash or a clean, stand-by, irrevocable letter of credit, in form and substance and issued by and drawn on a bank satisfactory to Sublandlord.

Incorporation of Primary Lease by Reference.
The terms, covenants, and conditions of the Primary Lease, in the form attached hereto as Exhibit A, are incorporated herein by reference, except to the extent they are expressly deleted or modified by the provisions of this Sublease. Every term, covenant, and condition of the Primary Lease binding on or inuring to the benefit of Prime Landlord shall, in respect of this Sublease, be binding on or inure to the benefit of Sublandlord and every term, covenant, and condition of the Primary Lease binding on or inuring to the benefit of Sublandlord shall, in respect of this Sublease, be binding on and inure to the benefit of Subtenant. Whenever the term "Lessor" or "Landlord" appears in the Primary Lease, the word "Sublandlord" shall be substituted therefore; whenever the term "Lessee" or "Tenant" appears in the Primary Lease, the word "Subtenant" shall be substituted therefore; and whenever the word "Premises" appears in the Primary Lease, the word "Subleased Premises" shall be substituted therefore.
Notwithstanding the foregoing, the time limits contained in the Primary Lease for Sublandlord, as tenant, to give notices, make demands, or perform any act, covenant, or condition or to exercise any right, remedy, or option, are modified herein by shortening the same in each instance by fifty percent (50%). If any of the express provisions of this Sublease shall conflict with any of the provisions of the Primary Lease, the provisions of the Primary Lease shall govern.
Subordination to Primary Lease.

This Sublease is subject and subordinate to the Primary Lease. A copy of the Primary Lease is attached hereto as Exhibit A and made a part of this Sublease.

Representations of Sublandlord.

Sublandlord represents and warrants the following is true and correct as of the date

hereof:

Sublandlord is the tenant under the Primary Lease and has the capacity to enter into this Sublease with Subtenant, subject to Prime Landlord's consent.
The Primary Lease attached hereto as Exhibit A is a true, correct, and complete copy of the Primary Lease, is in full force and effect, and has not been further modified, amended, or supplemented except as expressly set out herein.
Sublandlord has not received any notice, and has no actual knowledge, of any default by Sublandlord under the Primary Lease.
AS-IS Condition.

Subtenant accepts the Subleased Premises in its current, "as-is" condition. Sublandlord

AGREES THAT SUBTENANT SHALL HAVE THE USE OF THE EXISTING FURNITURE CURRENTLY IN PLACE AT NO EXTRA CHARGE. A LIST OF THE FURNITURE INVENTORY SHALL BE ATTACTHED TO THE LEASE AND LABELED EXHIBIT C. ALL FURNITURE SHALL REMAIN THE OWNERSHIP OF SUBLANDLORD AND WILL BE RETURNED EXCEPTING NORMAL WEAR AND TEAR AT THE EXPIRATION OF THE SUBLEASE.

Subtenant assumes all risks of using the existing furniture. Sublandlord makes no warranties whatsoever about the furniture or its integrity, safety, or fitness for use. Subtenant may store the furniture if Subtenant does not wish to use it so long as Subtenant returns the furniture from storage to the Subleased Premises in reasonably the same condition before the end of this Sublease.

Performance by Sublandlord.

No Privity of Estate; No Privity of Contract.

Nothing in this Sublease shall be construed to create privity of estate or privity of contract between Subtenant and Prime Landlord.

No Breach of Primary Lease.

Subtenant Defaults.
If Subtenant fails to cure a default under this Sublease within any applicable grace or cure period contained in the Primary Lease (as such applicable grace or cure period is modified by Section 6 herein), Sublandlord, after five (5) days' notice to Subtenant, shall have the right, but not the obligation, to seek to remedy any such default on the behalf of, and at the expense of, Subtenant, provided, however, that in the case of: (i) a life safety or property related

If Subtenant fails to pay any installment of Base Rent or Additional Rent within five (5) days after the due date of such payment, Subtenant shall pay to Sublandlord, as Additional Rent, a "late charge" of ten cents ($0.10) for every dollar of an installment so overdue for the purposes of defraying the expense of handling such delinquent payment.
If Subtenant fails to pay any installment of Base Rent or Additional Rent within five (5) days from the due date of such payment, in addition to the payment of the late charge set out immediately above, Subtenant shall also pay to Sublandlord, as Additional Rent, interest at the Default Rate (hereinafter defined) from the due date of such payment to the date payment is made. "Default Rate" shall mean a rate per annum equal to the lesser of: (i) twelve percent (12%); and (ii) the highest rate of interest permitted by applicable laws.
Sublandlord Defaults.

Attempt to cure any default on behalf of Sublandlord, in which case Sublandlord shall reimburse Subtenant for any sums paid or costs incurred, including legal expenses, in connection therewith.
Proceed as a secured party against the property in the Premises, and/or as provided in the Uniform Commercial Code.
Take any action as may be permitted at law or in equity.

All of by Subtenant to take any one remedy shall not preclude Subtenant from taking any other remedy.

Consents.

Prime Landlord Consent to Sublease.

Any fees and expenses incurred by the Prime Landlord or any mortgagee, ground lessor, or other third party in connection with requesting and obtaining the Prime Landlord Consent shall be paid by Sublandlord and shall thereafter be reimbursed by Subtenant to Sublandlord as Additional Rent not later than thirty (30) days after written demand by Sublandlord. Subtenant agrees to cooperate with Prime Landlord and supply all information and documentation requested by Prime Landlord within five (5) days of its request therefor. Sublandlord shall not be required to perform any acts, expend any funds, or bring any legal proceedings to obtain the Prime Landlord Consent and Subtenant shall have no right to any claim against Sublandlord if the Prime Landlord Consent is not obtained.
If the Prime Landlord Consent is not obtained within thirty (30) days from the date of this Sublease, either party may terminate this Sublease on written notice to the other, whereupon Sublandlord shall promptly refund to Subtenant the first month's Base Rent and the Security Deposit paid to Sublandlord, and neither party shall have any further obligation to the other under this Sublease, except to the extent that the provisions of this Sublease expressly survive the termination of this Sublease.
This Section 16 shall survive the expiration or earlier termination of this Sublease.
Assignment or Subletting.

Indemnity.

Release.

Notices.

To Subtenant before the Commencement Date at: Robinson and Casey, PLLC

4400 N. Federal Hwy, Suite 210 Boca Raton, FL 33431

To Subtenant after the Commencement Date at: Robinson and Casey, PLLC

6400 Congress Avenue, Suite 2050 Boca Raton, FL 33487

To Sublandlord at: Bright Mountain Media, Inc.

6400 Congress Avenue, Suite 2200 Boca Raton, FL 33487

Attn: Legal Department

[Intentionally omitted]
Parking.

Sublandlord will provide Subtenant with four (4) covered parking spaces. Subtenant will observe all terms and conditions related to the parking spaces set out in the Primary Lease.

Entire Agreement.

Amendments and Modifications.

This Sublease may not be modified or amended in any manner other than by a written agreement signed by the party to be charged.

Successors and Assigns.

The covenants and agreements contained in this Sublease shall bind and inure to the benefit of Sublandlord and Subtenant and their respective permitted successors and assigns.

Counterparts.

Defined Terms.

All capitalized terms not otherwise defined in this Sublease shall have the definitions contained in the Primary Lease.

Choice of Law and Venue.

IN WITNESS WHEREOF, the parties have caused this Sublease to be executed as of the Effective Date.

Sublandlord:

Bright Mountain Media, Inc., a Florida corporation

By: Ethan Rudin

Title: CFO

Subtenant:

Robinson and Casey PCCL, a Florida professional limited liability company

By: Richard Casey

Title: Member of Robinson and Casey PLLC

EXHIBIT A

[PRIMARY LEASE]

LEASE INFORMATIONAL SHEET

CORPORATE USE OFFICE LEASE

This Corporate Use Office Lease ("Lease") is made and entered into as of the 25th day of August, 2014, by and between 0111 Realty Limited Partnership, a Nevada limited partnership authorized to transact business in Florida (''Lessor"), having an address of 6400 Congress Avenue, Suite 2200, Boca Raton, Florida 33487 and Bright Mountain, LLC. (''Lessee''), having an address of 6400 Congress Ave., Suite I 200, Boca Raton, FL 33487.

See Exhibit A attached hereto and made a part hereof

I. TERM. A. The term of this Lease shall be three (3) years, commencing on the 15th day of September, 2014 and ending on the 14th day of September, 2017 ("Lease Term"). Lessee's obligation for the payment of rent shall commence on September 15, 2014 ("Commencement Date").

Delivery Date by Premises. Lessee may access space to commence Lessee's build-out upon execution hereof and payment of first month rent to Lessor. Lessee herein covenants and agrees to cause the construction of Lessee's Work to be undertaken promptly, to be performed and completed diligently and continuously, and to cause the Premises and surrounding area to be completed on the Commencement Date. Lessee, prior to commencement of any work, shall provide Lessor with proof of adequate insurance naming the Lessor as an additional insured. All subcontractors shall be required to have adequate insurance and proof of same provided to Lessor prior to any work.

C. So long as Lessee is not in default hereunder, Lessee shall have the option to renew this Lease for one (I) additional three (3) year term at the rate set forth in the Informational Sheet, by providing Lessor written notice of the exercise thereof at least one hundred eighty ( 180) days prior to the end of the Lease Term (the "Renewal Term"). Failure to timely renew the Lease shall terminate all renewal options granted hereunder. The terms Lease Term and Renewal Term are sometime referred to herein as the "Term."

RENT. A. Base Rent: Lessee agrees to pay Lessor, without demand, set off or deduction, rent for the term of the Lease in the amount set forth on the Informational Sheet plus applicable sales tax, payable in equal monthly installments ("Monthly Rent'') in the amount set forth on the Informational Sheet plus applicable sales tax on the first day of each month over the first year of the term of the Lease ("Base Rent"). Base Rent or any other monthly charges due Lessor hereunder shall be deemed past due as of the fifth (5th) day of the month, and any other charges shall be deemed past due on the fifth (5th) day following receipt of invoice for same. If any past due Base Rent or Additional Rent, hereinafter defined, is reduced to judgment, the Lessee agrees that the judgment shall continue to bear interest at the maximum rate permitted at law.

If the Rent Commencement Date shall be a day other than the first ( Ist) day of a calendar month, then the Rent (as adjusted) for the period from the first Rent Commencement Date through the end of the month in which said first Rent Commencement Date occurs shall be prorated and shall be due and payable prior to occupancy hereunder.

Rent Terms: All sums payable under this Paragraph shall be Additional Rent. All sums payable by Lessee to Lessor under this Lease as Annual Rent or Additional Rent or otherwise shall be subject to all applicable sales and other governmental charges now or hereinafter enacted. Any delay or failure of Lessor under this Paragraph or otherwise in rendering any Monthly Rent adjustment notice, statement, Lessor's Expense Computation (estimated or actual), or bill shall not prejudice Lessor's right to thereafter render the same or others, nor constitute a waiver of or impair Lessee's continuing obligation to make the payments required by this Lease. Any obligation of Lessee under this Lease to pay Additional Rent or of Lessor to make any refund to Lessee shall survive the expiration of the Term and shall be discharged by payment in cash when and as the amount of same is determined. Base Rent, Monthly Rent, Annual Rent and Additional Rent are also collectively referred to hereunder as "Rent."

Covenant to Pay Rent: Lessee shall pay to Lessor the Rent, as it may be adjusted, any Additional Rent, and any other sums due hereunder as herein provided at Lessor's above-stated address, or at such other place as Lessor may designate in writing, without demand and without counterclaim, deduction, or setoff.
Place of Payment: All payments of Rent shall be made and paid by Lessee to Lessor at 6400 Congress Ave., Suite 2200, Boca Raton, Florida 33487, or at such other place as Lessor may, from time to time, designate in writing to Lessee. All Rent shall be payable in current legal tender of the United States, as the same is then by law constituted. Any extension, indulgence, or waiver granted or permitted by Lessor in the time, manner or mode of payment of Rent, upon any one (l) occasion, shall not be construed as a continuing extension, indulgence or waiver, and shall not preclude Lessor from demanding strict compliance herewith.
Financial Statements: INTENTIONALLY DELETE
SECURITY DEPOSIT. Lessee has already deposited with Lessor an amount equal the sum set forth on the Informational Sheet ("Security Deposit"). This sum shall be retained by Lessor as security for the payment by Lessee of the Base Rent and other sums payable by Lessee under this Lease and for the faithful performance by Lessee of all the other terms, covenants and conditions of this Lease. Lessor, at Lessor's option and upon prior written notice to Lessee, may, at any time, apply the Security Deposit or any part thereof toward the payment of the Base Rent and/or Additional Rent and/or toward the performance of Lessee's obligations under this Lease. The Security Deposit shall not constitute liquidated damages. Lessor shall return the unused portion of the Security Deposit, if any, to Lessee within thirty (30) days after the expiration of the Term if Lessee is not in breach of this Lease. If the Security Deposit is insufficient to cover Lessor's actual damages, Lessee shall pay on demand to Lessor an amount sufficient to fully compensate Lessor for Lessees breach. Lessor may (but is not obligated to) exhaust any or all rights and remedies against Lessee before resorting to the Security Deposit. Lessor shall not be required to pay Lessee any interest on the Security Deposit nor hold same in a separate account. If Lessor sells the Building, Lessor shall deliver the Security Deposit, if applicable or the unapplied portion thereof to the new owner. Lessee agrees that if Lessor turns over the Security Deposit or the unapplied portion thereof to the new owner, Lessee shall look to the new owner only and not to Lessor for its return upon expiration of the Term. If Lessee assigns this Lease, the Security Deposit shall remain with Lessor for the benefit of the new tenant and shall be returned to such tenant upon the same conditions as would have entitled Lessee to its return. No mortgagee of the Building will be liable for the return of any portion of the Security Deposit, except to the extent actually received by such mortgagee.
LATE CHARGES. If Lessee shall pay Monthly Rent or any Additional Rent after the fifth (5th) day of the calendar month for which said payment is due, Lessee shall, in addition, pay a late charge equal to five percent (5%) of the amount not timely paid in order to defray Lessor's additional processing costs. If Lessee shall pay Monthly Rent or any Additional Rent with a check or bank draft which is returned unpaid or uncollected, Lessee shall pay to Lessor, in addition to the total amount due and to any late charge, a Twenty-Five Dollar ($25.00) processing fee for each such check or bank draft. In addition, Lessee shall reimburse Lessor upon demand for all reasonable costs incurred by Lessor in the enforcement of any of the provisions of this Lease and/or the collection of any sums due to Lessor under this Lease including, without limitation, collection agency fees and attorneys' fees through all appellate actions and proceedings, if any. Without affecting or limiting the

HOLDING OVER. If Lessee retains possession of the Premises, or any part thereof, beyond the end of the Term, Lessee shall pay to Lessor an amount equal to one hundred fifty (150%) percent the Monthly Rent plus one hundred fifty ( 150%) percent any Additional Rent for the time Lessee thus remains in possession. In addition thereto, Lessee shall pay Lessor for all damages, consequential as well as direct, sustained by reason of Lessee's retention of possession. The provisions of this Paragraph shall not limit or in any way impair or waive Lessor's right to possession, right of re-entry or any other right or remedy given hereunder or pursuant to State or federal law.
LIENS. A. Lessee hereby pledges and conveys to Lessor a security interest ("Lessor's Lien") in all of Lessee's furniture, furnishings, goods, chattels and fixtures of every nature, kind and description whatsoever situated upon the Premises as collateral security for the full and prompt payment of Monthly Rent and any Additional Rent as and when due and the full and faithful performance of Lessee's covenants herein contained. Lessee also agrees that this Lessor's Lien may be enforced by distress sale, foreclosure, or by any other method, and that any and all costs incurred by Lessor by enforcement of this Lessor's Lien shall be payable to Lessor by Lessee. Such lien may be further evidenced by a UCC-1 Financing Statement, which UCC-1 Financing Statement may be filed by Lessor without further consent or action by Lessee.

B. Lessee shall, within ten ( I 0) days after notice from Lessor, discharge or bond off and indemnify Lessor, to Lessor's sole satisfaction, against any construction liens for materials or labor claimed to have been furnished to the Premises on Lessee's behalf. Lessee shall notify Lessor in writing within twenty-four

(24) hours after it has learned that such a lien has been filed or may be filed.

C. Notwithstanding anything contained herein to the contrary, the interest of Lessor in the Building, the Land upon which it is situate, the Common Areas or any portion of any of the foregoing including, but not limited to, the Premises or any portion thereof (all of the foregoing being hereinafter sometimes referred to as the "Subject Real Property"), shall not be subject to liens for improvements made by or for Lessee or Lessee's permitted successors, assigns and/or sublessees, whether or not the same shall be made or done in accordance with any agreement between Lessor and Lessee or Lessee's permitted successors, assigns and/or sublessees or for any other reason, and it is specifically understood and agreed that in no event shall Lessor or the interest of Lessor in the Subject Real Property or any portion thereof including, but not limited to, the Premises or any portion thereof, be liable for or subject to any construction, materialmen's or laborer's lien or liens for improvements or work made by or for Lessee or Lessee's permitted successors, assigns and/or sublessees; and this Lease specifically prohibits the subjecting of Lessor's interest in the Subject Real Property or any portion thereof including, but not limited to, the Premises or any portion thereof, to any construction, material men's or laborer's lien or liens for improvements made by Lessee or Lessee's permitted successors, assigns and/or sublessees or for which Lessee or Lessee's permitted successors, assigns and/or sublessees is responsible for payment under the terms of this Lease. All persons dealing with Lessee or Lessee's permitted successors, assigns and/or sublessees are hereby placed upon notice of this provision. All memoranda and short forms of this Lease may be recorded among any Public Records shall contain the provisions set forth above in this paragraph; provided, however, nothing contained in this sentence shall permit or authorize the recording of any memorandum or short form of this Lease by Lessee.

MAINTENANCE AND REPAIR. Lessee shall at all times, and at Lessee's expense, maintain the Premises in a clean, orderly, tenantable and sanitary condition, including the maintenance of a pest, termite and organism extermination service for the Premises. Lessee shall return the Premises at the end of the Term in good order and repair, and shall be obligated to keep repaired and maintained during the Term (i) any glass windows, doors and door hardware, (ii) interior walls, floor coverings, columns and partitions, (iii) fixtures, (iv) heating, ventilating and air conditioning appliances that are in the exclusive control and use of Lessee, and (v) solely serving the Premises any and all other appurtenances of the Premises including all tiles and grids. At the end of

ACCESS TO PREMISES. Lessee shall permit Lessor, and Lessor's agents and independent contractors, during customary business hours or at any time which Lessor reasonably deems an emergency situation, to enter the Premises for (i) the purpose of making inspections and repairs, (ii) removing fixtures, alterations, additions, signs or placards not in conformity with those rules and regulations prescribed by Lessor from time to time, or (iii) exhibiting the Premises for lease, appraisal, sale or mortgage, which right of Lessor shall include, within one hundred eighty ( 180) days prior to the end of the Term, the posting of any sign to such effect. If Lessor makes repairs or causes repairs to be made to the Premises, Lessee shall immediately pay to Lessor the costs of same after notice from Lessor plus interest at the maximum rate permitted at law.
ALTERATIONS AND IMPROVEMENTS TO PREMISES. A. Building Additions &

B. Space Build-Out: Lessor will deliver the space "As-Is," "Broom Clean," built-out per the space plan attached as Exhibit "C", and Lessor shall patch and paint walls with one coat of paint and install new building standard carpet, Lessee to choose color (from building approved palette).

C. Signs: Lessee shall not erect nor modify any signs on the Building or within the Common or Limited Common Areas without Lessor's prior written consent, which may be withheld for any reason. Lessor shall include, Lessee's name in the building directory, as currently displayed, at a location to be determined by Lessor.

In the event of a permitted assignment of this Lease, or subletting of the Premises, Lessee shall remain fully liable and shall not be released from Lessee's obligations hereunder should any assignee or sublessee fail to fully and faithfully perform each and every of Lessee's covenants herein contained, including without limitation, the payment of Monthly Rent and any Additional Rent as and when due.
For purposes of this section, the sale or transfer of more than Twenty-Five percent (25%) of the ownership interest in and to the Lessee shall constitute an assignment of the Lease requiring the consent of Lessor.
Notwithstanding anything contained herein to the contrary, should Lessee desire to assign the Lease or sublease the Premises, Lessor shall have the right, but not the obligation, to cancel or terminate the Lease and deal with Lessee's prospective assignee or sublessee directly and without any obligation to Lessee. In this event, Lessee's future obligations to Lessor under this Lease shall terminate in accordance with Lessor's written exercise of such right.

CONDITION OF PREMISES. Lessee shall accept the Premises "AS-IS", in the condition the Premises are in at the commencement of the Term. Lessee acknowledges that Lessee has inspected and knows the condition of the Premises and acknowledges to Lessor that the Premises are in good order and repair as of the date the Term commences. Lessee shall provide Lessor at the commencement of the Lease Term written acknowledgement of Lessee's inspection of the Premises and acceptance of same in "AS-IS" condition.

LAWS, RULES AND REGULATIONS. Lessee shall, during the term of this Lease, at Lessee's sole cost and expense abide by and comply with all rules and regulations now or hereinafter prescribed by Lessor for the Building and the Premises, and shall abide by and comply with all laws, ordinances and regulations enacted by those governmental entities, whether federal, state or municipal, having jurisdiction over the Building or the Premises whether or not the same shall interfere with the use or occupancy of the Premises, arising from (a) Lessee's use of the Premises; (b) the manner or conduct of Lessee's business or operation of its installation, equipment or other property therein; (c) any cause or condition created by or at the instance of Lessee; or (d) breach of any of Lessee's obligations hereunder, whether or not such compliance requires work which is structural or non-structural, ordinary or extraordinary, foreseen or unforeseen; and Lessee shall pay all of the costs, expenses, fines, penalties and damages which may be imposed upon Lessor by reason or arising out of Lessee's failure to fully and promptly comply with and observe the provisions of this Section. Lessee shall give prompt notice to Lessor of any notice it receives of the violation of any law or requirement of any public authority with respect to the Premises or the use or occupation thereof. Lessee shall neither permit nor commit any immoral or unlawful practice or act in or upon the Building or the Premises. Lessee shall not permit any noxious, foul or disturbing odors to emanate from the Premises nor use loudspeakers, phonographs or radio broadcasts in a manner so as to be heard outside of the Premises. The current Rules and Regulations are attached hereto as Exhibit B.
USE. A. Permitted Use: Lessee will use and occupy the Premises solely for the use set forth on the Information Sheet and related use and for no other use or purpose without the Lessor's prior written consent. Lessee shall not suffer or permit the Premises or any part thereof to be used in any other manner, or suffer or permit anything to be done or brought into or kept in the Premises, which would in any way: (a) violate any law or requirement of public authorities; (b) cause injury to the Building or any part thereof; (c) interfere with the normal operations of air conditioning, ventilating, plumbing or other mechanical or electrical systems of the Building or the elevators installed therein; (d) constitute a public or private nuisance; (e) use or permit the use of the Premises for public assembly, or for any illegal or immoral purpose; or (f) alter the appearance of the exterior of the Building or any portion of the interior other than the Premises pursuant to the provisions of this Lease.
Indemnification: Lessee shall indemnify and hold Lessor harmless from all claims, damages and losses resulting from any acts or omissions or as a result of neglect or fault of Lessee, its agents, servants, employees, licensees, customers or invitees including, but not limited to, attorneys' fees through all trial, bankruptcy and appellate levels and post-judgment proceeding and whether or not suit or any other proceeding is instituted. Lessee specifically acknowledges that after hours and/or weekend access is at Lessee and Lessee's employees own risk. Lessee also specifically acknowledges that Lessor will not offer any security services at the Building for Lessee and its guests and employees, and Lessee shall be obligated to implement its own security plan for its own protection and Lessee shall indemnify, save and hold Lessor harmless against any claim filed by Lessee's guests and employees with regard to any claim of loss or injury due to an alleged lack of security.
Floor Loads, Noise and Vibration: Lessee shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry or which is allowed by law. Business machines and mechanical equipment belonging to Lessee which cause noise, electrical interference or vibration that may be transmitted to the structure of the Building or to the Premises to such a degree as to be objectionable to Lessor or other tenants in the Building, shall, at Lessee's expense, be placed and maintained by Lessee in settings of cork, rubber, or spring-type vibration eliminators sufficient to eliminate such noise, electrical interference or vibration.
ADA Compliance: In the event that any alterations or improvements to the Premises requested by Lessee (and/or any change in use of the Premises by Lessee) necessitates that the Premises or Building be altered in order to comply with the requirements of the Americans with Disabilities Act or other similar legal requirements, Lessee shall be responsible for the costs of all such alterations.
Disclaimer of Warranty: Lessee expressly disclaims any implied warranty that the Premises are suitable for Lessee's intend commercial purpose, and Lessee's obligation to pay rent hereunder is not dependent upon the condition of the Premises or the performance by Lessor of its obligations hereunder, and Lessee shall continue to pay Rent, without abatement, setoff, or deduction, notwithstanding any breach by Lessor of its duties or obligations hereunder, whether express or implied.
INDEMNITY AND INSURANCE. A. Lessee agrees to indemnify, defend and save and hold Lessor, and Lessor's agents, managing agent, independent contractors, successors and assigns, harmless against any and all liabilities, losses, costs and expenses (including, without limitation, any and all attorneys' fees and court costs through trial and on appeal) arising from or in any way connected with any acts, omissions, neglect or fault of Lessee, or any of Lessee's agents, invitees, licensees, representatives, successors or assigns, including but not limited to, any Default (hereinafter defined), or any death, personal injury or property damage occurring in, on or about the Premises or the Building.
Lessee shall during the Term, at Lessee's cost and expense, keep in full force and effect a policy of public liability insurance, including workmen's compensation coverage, and property damage insurance, with respect to all matters which arise in connection with Lessee's operation of the Premises. The limits of public liability coverage shall not be less than $1,000,000.00 per person and $1,000,000.00 per occurrence, and the property damage liability shall not be less than $1,000,000.00. The insurance policy or policies shall name Lessor, Lessor's managing agent and Lessee as insureds, and shall contain a clause that the insurer will not cancel or change insurance coverage without first giving Lessor twenty (20) days' prior written notice of same. Lessee shall also carry business interruption insurance in an amount sufficient to cover nine (9) months of expenses for costs, damages, lost income, expenses, Rent, additional rent and all other sums payable under this Lease, should any or all of the Premises not be habitable for any extended period. All required insurance shall be underwritten by a company or companies approved by Lessor with general policyholder's rating of "A" as rated in the most current

available "Best's Insurance Reports" and qualified to do business in Florida, and a copy of the policy or policies

and of the certificate(s) of such insurance and all endorsements thereto or replacements thereof, shall be delivered to Lessor immediately upon their issue.

Lessee shall comply, at Lessee's cost and expense, with any and all requirements of the Southern Underwriters' Board and of any federal, State, and municipal government applicable to the Premises for the correction, prevention and abatement of nuisances, unsafe or hazardous conditions, or other grievances arising from Lessee's occupancy of the Premises. Lessee shall also comply in a timely manner with all occupational, professional and licensing requirements applicable to Lessee's use of the Premises. Lessee shall promptly comply with any and all fire, emergency and evacuation procedures ordered by safety and regulatory officials having jurisdiction over the Building or the Premises.
Lessee shall comply with any and all requests made by Lessor's fire or liability insurers with respect to the Building or the Premises, or both, at Lessee's cost and expense. Lessee agrees to pay any

Lessee shall not do or suffer anything to be done on or about the Premises that will or may increase the rate of insurance on the Building or the Common Areas. If, by reason of the failure of Lessee to comply with the terms of this Lease, or by reason of Lessee's occupancy (even though permitted or contemplated by this Lease), the insurance rate shall at any time be higher, or notice is given that it shall be higher, than it would otherwise be for comparable commercial office space in the area of the Building, Lessor, in its sole discretion, may require Lessee to reimburse Lessor the part of all insurance premiums charged because of such violation or occupancy by Lessee, or Lessor may require Lessee to cease any such use which causes such higher premium. Any such reimbursement shall be Additional Rent hereunder.
In any event of loss or damage to the Building, the Premises, the Common Areas and or any contents, each party hereto shall look first to any insurance in its favor before making any claim against the other party. To the extent possible without additional cost, each party shall obtain for each policy of such insurance, provisions permitting waiver of any claim against the other party for loss or damage within the scope of such insurance, and each party, to such extent permitted, for itself and its insurers waives all such insured claims against the other party.

I 5. DIRECT CHARGES. Lessee shall pay any and all such direct charges for telephone and other utilities used on the Premises directly to the providers of same promptly as and when due, including but not limited to, any and all required fees and deposits for service. Failure to timely pay same shall constitute a default hereunder.

DAMAGE TO PREMISES. If the Premises shall be destroyed or damaged by fire, windstorm, civil disturbance or other casualty during the Term so that the same shall be rendered untenantable, Lessor shall have the right to render the Premises tenantable by repairs made within one hundred eighty (180) days from the date of payment to Lessor of applicable insurance proceeds. Base Rent shall abate during such total casualty, but Additional Rent shall remain due and payable. If the Premises are not rendered tenantable within such time, it shall be the option of either Lessor or Lessee to terminate this Lease. If either Lessor or Lessee shall exercise its option to terminate this Lease pursuant lo this Paragraph, Lessee's obligation to pay both Monthly Rent and any Additional Rent shall cease al the time of said termination. If only a part of the Premises shall be destroyed, Monthly Rent only shall be apportioned for the remaining tenantable area as determined by Lessor, in Lessor's sole discretion. Notwithstanding the foregoing, if the damage results from the fault of Lessee, or Lessee's agents, employees, visitors, licensees or invitees, Lessee shall not be entitled to any abatement or reduction of rent.

PERSONAL PROPERTY. All of Lessee's personal property placed upon, or moved into the Premises shall be at the sole risk of Lessee, and Lessor shall not be liable (i) for any damage to any such personal property, or to Lessee or any third party, arising from the bursting or leaking of water pipes or from any other act whether by Lessor or by a third person, or (ii) for the negligence of any other person whomsoever, including without limitation, Lessor and Lessor's agents, independent contractors, representatives, successors and assigns.
CONDEMNATION. If all or any portion of the Premises shall be taken, except temporarily, by any condemnation or eminent domain proceedings, this Lease shall terminate on the effective date of the final judicial order of taking. Lessor shall be entitled to all awards for such taking, except that Lessee shall be entitled to make a separate claim at the expense of Lessee against the condemning authority for moving expenses and for damages

QUIET ENJOYMENT. Upon payment by Lessee of the Monthly Rent and any Additional Rent as and when due, and upon the faithful observance and performance of alt of Lessee's covenants herein contained, Lessee shall peaceably and quietly hold and enjoy the Premises for the Term without hindrance or interruption by Lessor, or by any other person or persons lawfully or equitably claiming by, through or under Lessor, subject, nevertheless, to all of the provisions and conditions of this Lease.
CONVEYANCES AND ENCUMBRANCES. Lessor shall have the unrestricted right to convey, transfer, mortgage or otherwise encumber the Premises. This Lease is and at all times shall be automatically by its terms subject and subordinate to all present and future mortgages to which Lessor is a party and which in any way affect the Premises or any interest therein, and to all recastings, renewals, modifications, consolidations, replacements or extensions of any such mortgage(s). Lessee agrees, within seven (7) days of any such request, to execute any and all documents or instruments requested by Lessor or by any mortgagee(s) to evidence the said subordinate condition of this Lease, as the same may have been amended, to any such financing, and to certify, when requested by Lessor or by any mortgagee(s), that this Lease is in full force and effect. This statement, commonly referred to as an "estoppel certificate", shall be for the benefit of Lessor, and any purchaser or mortgagee of Lessor.
OWNERSHIP BY MORTGAGEE; LESSEE'S ATTORNMENT. A. If any mortgagee comes into possession or ownership of the Premises or of the Building, or acquires Lessor's interest by foreclosure of a mortgage or otherwise, Lessee will attorn to such mortgagee. Lessee will not be entitled to a credit for Monthly Rent or any Additional Rent paid in advance in such event.

NOTICES. Whenever this Lease requires that notice or demand shall be given or served on either party to this Lease, such notice or demand shall be in writing and shall be delivered personally or forwarded by certified or registered mail, return receipt required, addressed as set forth at the beginning of this Lease.
ENTIRE AGREEMENT. This Lease contains the complete, exclusive and entire agreement between Lessor and Lessee regarding occupation of the Building and lease of the Premises, and supersedes any and all prior oral and written agreements between Lessor and Lessee regarding such matters. This Lease may be modified only by an agreement in writing signed by both Lessor and Lessee, and no offer of surrender of the Premises by Lessee shall be binding unless accepted by Lessor in a writing signed by Lessor.
BENEFITS; BINDING EFFECT. This Lease shall be binding upon and inure to the benefit of the heirs, legal representatives and successors of Lessor and Lessee, and the assigns of Lessor and permitted assigns of Lessee, and shall be construed and enforced in accordance with the laws of the State of Florida. Venue for any litigation which may arise in connection with this Lease, the Building or the Premises shall be in the county wherein the Premises are located.
SEVERABILITY. If any covenant or provision of this Lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of

such covenant or provision to persons or circumstances (other than those as to which it is held invalid or unen forceable) shall not be affected thereby, and each and every other such covenant and provision of this Lease or portion thereof shall be valid and be enforced to the fullest extent permitted by law.

TOXINS. Given the humid conditions and warm climate in Palm Beach County, Florida, molds, mildew, toxins and/or fungi may exist or develop within the Premises (hereinafter referred to as the "Toxins"). Lessee is hereby notified that certain Toxins may be, or if allowed to remain without treatment for any period of time, become toxic and pose a health risk. By leasing the Premises, Lessee shall be deemed to have understood and assumed the risks associated posed by Toxins and to release, to the fullest extent permitted by law, the Lessor from any and liability resulting from same, including, but not limited to, any liability for incidental or consequential damages (which may result from the inability to possess all or any part of the Premises, inconvenience, moving costs, off-site leasing costs, storage costs, loss of time, lost wages, lost opportunities and/or personal injury or death). Without limiting the generality of the foregoing, leaks, leaving windows or exterior doors open for extended periods of time or during wet weather, wet flooring not timely dried, and moisture will contribute to the growth of Toxins. Lessee agrees that Lessor is not liable, and the Lessor disclaims any liability, loss or damage resulting from any illness, personal injury, death or allergic reactions which may be experienced by Lessee, its employees, and/or its or their guests and invitees as a result of Toxins.
REMEDIES CUMULATIVE. Lessor's remedies under this Lease are cumulative, and the election of any right or remedy by Lessor shall not be deemed a waiver of any other right or remedy of Lessor under this Lease or otherwise.
ATTORNEYS' FEES. If, by reason of Lessee's Default, Lessor employs an attorney to enforce Lessor's remedies or otherwise protect Lessor's rights under this Lease, Lessee shall pay to Lessor any and all attorneys' fees and court costs, through trial and on appeal, and all other costs and expenses incurred by Lessor as a result of Lessee's Default. If any lawsuit is brought in connection with this Lease or the Premises, Lessee shall pay all attorneys' fees and court costs, through trial and on appeal, and in any bankruptcy court action, incurred by Lessor in defense, counterclaim or crossclaim of any such action or proceeding.
NOW AIYER. The failure of Lessor to insist on the performance or observance by Lessee of any one or more conditions or covenants of this Lease shall not be construed as a waiver or relinquishment of the future performance of any such covenant or condition, and Lessee's obligation with respect to such future performance shall continue in full force and effect.
LESSOR'S PROPERTY. Lessee shall look solely to Lessor's ownership interest in the Building for the satisfaction of any judgment or decree requiring the payment of money by Lessor, or by Lessor's agents, representatives, successors or assigns, to Lessee, or to any person claiming by or through Lessee, in connection with this Lease, and no other property or asset of Lessor real or personal, tangible or intangible, shall be subject to levy, execution or other enforcement procedure for the satisfaction of any such judgment or decree.
RADON GAS. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.
GENDER. The terms Lessor and Lessee as herein contained shall include the singular and/or the plural, the masculine, the feminine, and/or the neuter, the heirs, successors, executors, administrators, personal representatives and/or assigns, wherever and whenever the context so requires or admits.
CAPTIONS. The captions of the various paragraphs of this Lease have been inserted for the purposes of convenience only. Such captions are not a part of this Lease and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this Lease.
DEFAULT/REMEDIES. A. Lessee shall be in default hereunder if (i) Lessee fails to pay in full when due the Base Rent, as adjusted from time to time as herein provided, any Additional Rent hereunder, or any other sums payable under this Lease; (ii) Lessee fails to observe and perform any of the terms, covenants and/or conditions of this Lease not contemplated by clauses (i) or (iii) of this sentence and such default shall continue for more than ten ( l 0) days after written notice from Lessor to Lessee; or (iii) the Premises shall be abandoned, deserted or vacated at any time during the Term of this Lease. The Premises and trade fixtures, equipment and furniture situated thereon shall be conclusively deemed abandoned by Lessee upon fifteen (15) consecutive days absence from the Premises by Lessee or its agents (unless such absence results from fire or other casualty) together with the failure to pay all rent due hereunder. In such event Lessor may enter the Premises and may remove all remaining trade fixtures and equipment at Lessee's expense. All such property shall, at Lessor's option, become the property of Lessor, or said property may be placed in storage at Lessee's cost and expense, or sold or otherwise disposed of, in which event the proceeds of such sale or other disposition shall belong to Lessor.

Default shall also occur if at any time during the Term there shall be filed by or against Lessee or its permitted successors, or assigns, then in possession of the Premises, in any court pursuant to any statute either of the United States or of any state or foreign jurisdiction, a petition ( l) in bankruptcy, (2) alleging insolvency, (3) for reorganization, (4) for the appointment of a receiver, or (5) for an arrangement under the Bankruptcy Acts or Codes, or if a similar type of proceeding shall be filed and said proceeding is not set aside, vacated, discharged or bonded within thirty (30) days after the institution of same, then Lessor may terminate Lessee's rights under this Lease by notice in writing to Lessee, and thereupon Lessee shall immediately quit and surrender the Premises to Lessor, but Lessee shall continue to be liable for the payment of Rent and all other sums due hereunder.

Remedies: In the event of any default by Lessee, Lessor may (I) cure Lessee's default at Lessee's cost and expense, and/or (2) reenter the Premises and remove all persons and all or any property therefrom, by any suitable action or proceeding at law, without being liable for any prosecution therefor or damages therefrom, and repossess and enjoy the Premises, with all additions, alterations and improvements, and Lessor may, at its option, repair, alter, remodel and/or change the character of the Premises as it may deem fit, and/or (3) at any time relet the Premises or any part or parts thereof, as the agent of Lessee or in Lessor's own right, and/or (4) terminate this Lease upon not less than three (3) days written notice to Lessee, but in which event Lessee shall remain liable for all Rent.
In any case where Lessor has retaken possession of the Premises by reason of Lessee's default or seeks such a retaking, Lessor may, at Lessor's option, occupy the Premises or cause the Premises to be redecorated, altered, divided, consolidated with other adjoining Premises, or otherwise changed or prepared for reletting, and may relet the Premises or any part thereof as agent of Lessee or otherwise, for a term or terms to expire prior to, at the same time as, or subsequent to, the original expiration date of this Lease, at Lessor's option, and receive the rent therefor. Rent so received shall be applied first to the payment of such expenses as Lessor may have incurred in connection with the recovery of possession, redecorating, altering, dividing, consolidating and other adjoining Premises, or otherwise changing or preparing for reletting, and the reletting, including brokerage and reasonable attorneys' fees, including attorneys' fees in bankruptcy, appellate and post-judgment proceedings. Thereafter, such rent shall be applied to the payment of damages in an amount equal to the rent hereunder, as adjusted and Additional Rent, and to the cost and expenses of performance of the other covenants of Lessee as herein provided. Lessee agrees, in any such case, whether or not Lessor has relet, to pay to Lessor damages equal to the Base Rent as adjusted and Additional Rent due hereunder, and other sums herein agreed to be paid by Lessee, less the net proceeds of the reletting, if any, as ascertained from time to time, and the same shall be payable by Lessee on dates as provided for in Article 2 above. In reletting the Premises as aforesaid, Lessor may grant rent concessions, and Lessee shall not be credited therewith. No such reletting shall constitute a surrender and acceptance or be deemed evidence thereof. If Lessor elects, pursuant hereto, actually to occupy and use the Premises or any part thereof during any part of the balance of the Term as originally fixed or since extended, there shall be allowed against Lessee's obligation for rent or damages as herein defined, during the period of Lessor's occupancy, the reasonable value of such occupancy, not to exceed in any event the rent herein reserved and such occupancy shall not relieve Lessee of its liability hereunder. Lessee hereby waives all right of

The exercise by Lessor of any right granted in this Article shall not relieve Lessee from the obligation to make all rental payments, and to fulfill all other covenants required by this Lease, at the time and in the manner provided herein. In the event of a default, if Lessor so desires, all current and future rent and other monetary obligations due hereunder shall become immediately due and payable. This includes any additions to Rent herein provided for the period from the date of an event of default until the end of the Term of this Lease, a sum equal to the Monthly Rent and Additional Rent required to be paid hereunder by Lessee, multiplied by the number of calendar months or portions thereof remaining in the Term of this Lease. Lessor shall not be required to relet the Premises nor exercise any other right granted to Lessor hereunder. If Lessor attempts to relet the Premises, the Lessor shall be the sole judge as to whether or not a proposed Lessee is suitable and acceptable.

If Lessee shall at any time be in default hereunder, and if Lessor shall deem it necessary to engage attorneys to enforce Lessor's right hereunder, the determination of such necessity to be in the sole discretion of Lessor, then Lessee will reimburse Lessor for the reasonable expense incurred thereby, including, but not limited to, court costs and reasonable attorneys' foes including attorneys' fees in appellate and post judgment proceedings and regardless of whether or not any action may be instituted. In addition to, and not in lieu of, the provisions contained in the immediately preceding sentence, in the event of any litigation between the parties hereto, the subject matter of which is this Lease or any matter contained herein, the prevailing party shall be entitled to recover from the non-prevailing party all court costs and reasonable attorneys' fees including, but not limited to, attorneys' fees in appellate and post-judgment proceedings.
Without affecting the default provisions hereof, any payment of Rent required by this Lease which remains unpaid for five (5) days after its due date shall bear interest at the then maximum non-usurious rate allowed under applicable law from the due date to the date of payment.
Notwithstanding anything contained herein to the contrary, all remedies of Lessor as herein provided are cumulative and Lessor's exercise of any one or more of them shall not be deemed a waiver of any other remedy(ies) available to Lessor.
FORCE MAJEURE. Lessor does not warrant that any of the services which Lessor may supply, will be free from interruption. Lessee acknowledges that any one or more of such services may be suspended by reason of accident or repair, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or other causes beyond the reasonable control of Lessor. No such interruption or discontinuance of service shall ever be deemed an eviction or a disturbance of Lessee's use, enjoyment and possession of the Premises or any part thereof, or render Lessor liable to Lessee for damages by abatement or reduction of Base Rent or any Additional Rent or relieve Lessee from the performance of any of Lessee's obligations under this Lease.

TIME OF THE ESSENCE. Each of Lessee's covenants herein is a condition and time is of the essence with respect to the performance of every provision of this Lease and the strict performance of each shall be a condition precedent to Lessee's rights to remain in possession of the Premises, or to have this Lease continue in effect.
HAZARDOUS WASTE. Lessee warrants and represents that it will, during the period of its occupancy of the Premises under this Lease, comply with all federal, state and local laws, regulations and ordinances with respect to the use, storage, treatment, disposal or transportation of Hazardous Substances. Lessee shall indemnify and hold Lessor harmless from and against any claims, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, reasonable attorneys' fees and costs at trial and on appeal) arising from the breach of the preceding warranty and representation.

For the purposes of this Paragraph, the term "Hazardous Substances" shall be interpreted broadly to include but not be limited to, substances designated as hazardous under the Resource Conservation and Recovery Act, 42 U.S.C. §9601, et seq., the Federal Water Pollution Control Act, 33 U.S.C. §1257, et seq., the Clean Air Act, 42 U.S.C. §2001, et seq., or the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. §9601, et seq., any applicable State Law or regulation. The term shall also be interpreted to include but not be limited to any substance which after release into the environment and upon exposure, ingestion, inhalation or assimilation, either directly from the environment or directly by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer and/or genetic abnormalities, and oil and petroleum based derivatives.

The provisions of this Paragraph shall be in addition to any other obligations or liabilities Lessee may have to Lessor at law and equity and shall survive termination of this Lease.

NO PARTNERSHIP. Nothing contained in this Lease shall constitute or be construed to be or create a partnership, joint venture or any other relationship between Lessor and Lessee other than the relationship of Lessor and Lessee.
NO OTHER REPRESENTATIONS. No representations or promises shall be binding on the parties hereto except those representations and promises contained herein or in some future writing signed by the party making such representations or promises.
LESSEE'S ACKNOWLEDGMENT: Lessee shall, from time to time, on not less than five (5) days prior written request by Lessor, execute, acknowledge, and deliver to Lessor a written statement certifying that this Lease is unmodified and in full force and effect, or that this Lease is in full force and effect as modified and listing the instruments of modification, the dates to which the rents and other charges have been paid, and whether

WAIVER OF COUNTERCLAIM AND JURY TRIAL. TO THE EXTENT ALLOWED BY LAW, LESSEE HEREBY WAIVES THE RIGHT TO INTERPOSE ANY COUNTERCLAIM (EXCEPT A MANDATORY COUNTERCLAIM UNDER FLORIDA LAW OR RULE OF PROCEDURE) IF LESSOR PURSUES ANY ACTION OR PROCEEDING FOR THE POSSESSION OF THE PREMISES. LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO ASSERT A DEFENSE BASED ON MERGER AND AGREES THAT NEITHER THE COMMENCEMENT OF ANY ACTION OR PROCEEDING, NOR THE SETTLEMENT THEREOF, NOR THE ENTRY OF JUDGMENT THEREIN SHALL BAR LESSOR FROM BRINGING ANY SUBSEQUENT ACTIONS OR PROCEEDINGS FROM TIME TO TIME. TO THE EXTENT SUCH WAIVER IS PERMITTED BY LAW, THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS LEASE OR THE PREMISES.
ARTICLE AND PARAGRAPH HEADINGS. The Article and Paragraph headings in this Lease are intended for convenience only and shall not be taken into consideration in any construction or interpretation of this Lease or any of its provisions.
BROKERS. Each party represents to the other that they have dealt with no real estate or leasing brokers in conjunction with this Lease except the broker(s) listed on the Informational Sheet. Each party agrees and warrants to indemnify and hold harmless the other from any claims of other brokers for payment of fees or charges of any kind including attorneys' fees, in conjunction with this transaction. The foregoing shall survive the end of the Lease Term.
LIMITATIONS ON RECORDING. Lessee shall not, without the prior written consent of Lessor which may be withheld for any reason, record or permit the recording of this Lease or any memorandum hereof, any short form of this Lease or any instrument referring therein lo this Lease among the Public Records within or without the State of Florida. Lessor shall have the right, but not the obligation, to record, from time to time, this Lease, any memorandum hereof, any short form of this Lease or any other instrument referring therein to this Lease and, should Lessor desire to so record, Lessee shall cooperate fully by executing any and all documents in regard thereto.
ENTITY LESSEE. Lessee shall be required to file all necessary documents with the entity's state of organization on an annual basis so as not to be dissolved. In the event that Lessee, as a legal entity is dissolved, the officers, managers, directors and/or partners executing this Lease on behalf of the entity agree to be personally liable for the obligation of the dissolved entity, unless and until such entity's status as an active Corporation, Limited Liability Company and/or Limited Partnership is resolved.
DISTRESS WRIT. In the event of a default by Lessee, in addition to any other remedies available to Lessor, Lessor shall be entitled to a Distress Writ without necessity of posting or filing a bond or any other security.
WAIVER OF NOTICE. Lessee hereby waives any requirement of notice of default, including, but not limited to, any statutory notice requirements prerequisite to bring any action against Lessee for a default under this Lease.
RELOCATION: Lessor shall have the right to change the location and/or configuration of the Premises subject to the following terms and conditions: (i) if Lessee has commenced beneficial use of the Premises, then Lessor shall provide Lessee not less than thirty (30) days advance written notice of the date Lessee must vacate the Premises; (ii) if Lessee has not commenced beneficial use of the Premises, then Lessor shall

provide Lessee not less than five (5) days advance written notice of such change; (iii) Lessor shall provide Lessee with substitute space of similar nature and size elsewhere in the Building ("Substitute Premises"); and (iv) Lessor shall, if Lessee has commenced beneficial use of the Premises, at Lessor's expense (a) remove Lessee's equipment and furniture from the Premises and reinstall same in the Substitute Premises and (b) redecorate the Substitute Premises in a substantially similar manner in which the Premises are decorated, subject to availability of matching materials. Within ten (10) days after Lessor submits an amendment of this Lease indicating the location and/or configuration of the Substitute Premises and such other reasonable provisions (if necessary) to this Lease arising out of the substitution of the Substitute Premises for the Premises, Lessee shall execute and then deliver to Lessor such amendment.

SEPARATE COVENANT. Lessee's obligation to pay Rent and Additional Rent under this Lease are separate and distinct covenants independent of any of the Lessor's obligations under the Lease. Notwithstanding any other provisions contained in this Lease or any extensions, modifications or renewals of this Lease, it is understood and agreed that in the event of default in performance of any agreement, condition, or other provisions to be performed by the Lessor, or if for any other reason Lessee might be entitled to any reimbursement from Lessor, in no event shall Lessee deduct or withhold any such amount from any payments of Rent due to Lessor under this Lease.
LIMITATION ON LESSOR'S LIABILITY. Notwithstanding any contrary provision of this Lease, Lessee shall look solely to the interest of Lessor or its successor (as Lessor hereunder) in the Building for the satisfaction of any judgment or other judicial process requiring the payment of money as a result of any gross negligence or breach of this Lease by Lessor or such successor, and no other assets of Lessor or such successor (including any beneficial owners, partners, corporations and/or others affiliated or in any way related to Lessor or such successor) shall be subject to deficiency action, levy, execution or other enforcement procedure for the satisfaction of Lessee's remedies in any of such events. Lessee's sole right and remedy in any action or proceeding concerning Lessor's reasonableness (where the same is required under this Lease) shall be an action for declaratory judgment and/or specific performance.
ABANDONED PROPERTY. If at the end of the Lease term, (including any early termination hereof), Lessee shall leave and abandon any personal property at the Leased Premises, Lessor shall notify Lessee of same at the forwarding address provided by Lessee, and Lessee shall have ten ( I 0) days within which to remove said property. If Lessee fails or refuses to remove said property, Lessor may dispose of same in any manner deemed appropriate by Lessor, regardless of the value of the property and Lessee hereby waives any right or claim to object to such disposal.
SURVIVAL. All terms and provision of this Lease shall, to the extent reasonably necessary to fulfill the intent of the Parties, survive the termination hereof.
COUNTERPARTS. This Lease may be executed in several counterparts, all of which shall constitute one and the same Lease between Lessor and Lessee.
COMMON AREAS/PARKING: A. Definition: All areas within the exterior boundaries of the Building or any amenities thereto which are not now or hereafter included within the Premises, or held for lease or occupation by Lessor including, without limiting the generality of the foregoing, parking areas including, but not limited to driveways, delivery passages or areas, sidewalks, ramps, open and closed courts, atriums and malls, landscaped and planted areas, stairways, elevators, exterior decks, restrooms not located within the premises of any Lessee, and other areas and improvements provided by Lessor for the common use of Lessor and Lessees and their respective employees and invitees, shall be deemed "Common Areas." Portions of the Common Areas are within the Building while other portions are not within the Building. Lessor may make changes at any time and from time to time in the size, shape, location, number and extent of the Common Areas or any of them and no such change shall entitle Lessee to any abatement of rent.

C. Control by Lessor:

Lessor shall operate, manage, equip, police, light, repair and maintain the Common Areas in such manner as Lessor may in its sole discretion determine to be appropriate. Lessor may temporarily close any Common Area for repairs or alterations, close them for up to one (I) day in each calendar year to prevent a dedication thereof or the accrual of prescriptive right therein, or close them for any other reason deemed sufficient by Lessor.
Lessor shall at all times during the Term of this Lease have the sole and exclusive control of the automobile parking areas including, but not limited to, the driveways, ramps, entrances and exits, public seating areas, and the sidewalks, pedestrian passageways and other Common Areas, and may at any time and from time to time during the Term hereof restrain any use or occupancy thereof except as authorized by the rules and regulations for the use of such areas established by Lessor from time to time. The rights of Lessee in and to the Common Areas shall at all times be subject to the rights of Lessor and other parties designated by Lessor including, but not limited to, other Lessees of Lessor to use the same in common with Lessee, and Lessee shall keep said areas free and clear of any obstructions created or permitted by Lessee or resulting from Lessee's operation. If in the opinion of Lessor unauthorized persons are using any of said Common Areas by reason of the presence of Lessee in the Building, Lessee, upon demand of Lessor, shall restrain such authorized use by appropriate proceedings. Nothing herein shall limit the right of Lessor at any time to remove any such unauthorized person from the Common Areas or to prohibit the use of any said Common Areas by unauthorized persons.
When and to the extent parking spaces, including reserved parking spaces, are to be furnished to Lessee as provided in the Informational Sheet or as may be provided in a separate agreement (though nothing herein shall imply that parking spaces may be provided in a separate agreement), Lessee, its employees and clients shall park their vehicles only in those spaces in the parking areas as are from time to time designated for that purpose by Lessor. The availability of reserved parking spaces shall be solely in Lessor's control, and shall be upon terms, conditions and costs as established by Lessor. Lessee shall furnish Lessor with a list of its employees' vehicle license numbers within five (5) days after taking possession of the Premises and Lessee shall thereafter notify Lessor of any change in such list within five (5) days after such change occurs. Lessee agrees to assume responsibility for compliance by its employees with the parking provisions contained herein. Lessee further agrees that in the event Lessee and/or its employees shall have parked their vehicles in spaces not so designated, then Lessor shall, upon the second notice by Lessor or its representative of such event, have the power to require Lessee to pay to Lessor the sum of Twenty Dollars ($20.00) per day for each day the violation shall continue.
In the event Lessor elects to limit or control parking by customers or invitees of the Building, whether by sticker, validated parking tickets, valet service, or any other method of assessment, Lessee agrees to participate in such program under such reasonable rules and regulations as are from time to time established by Lessor with respect thereto.
SERVICES FURNISHED: A. Lessor will furnish the following services to Lessee during the Lease Term:

I. Cold water for drinking and toilet purposes and hot water for lavatory purposes (in Common Area bathrooms).

Janitorial services to the Premises Monday through Friday, except holidays. Lessor shall cause the Premises, including the exterior and interior of the windows thereof to be cleaned in a manner standard to the Building. Lessee shall pay to Lessor on demand, the cost incurred by Lessor for: (a) extra cleaning work in the Premises required because of (i) misuse or neglect on the part of Lessee or permitted sublessees or Lessee's employees or visitors; (ii) the use of portions of the Premises for purposes requiring greater or more difficult cleaning work than normal office areas; (iii) interior glass partitions or unusual quantity of interior glass surfaces, and (iv) non-building standard materials or finishes installed by Lessee or at its request; (b) removal from the Premises and the Building of any refuse and rubbish of Lessee in excess of that ordinarily accumulated in business office occupancy or at times other than Lessor's standard cleaning times; and (c) the use of the Premises by Lessee other than during business hours on business days.
Normal, customary and reasonable office heat and air conditioning on Monday through Friday, except holidays, from 6:00 A.M. until 6:00 P.M. and Saturdays, from 7:00 a.m. to 12:00 p.m. Any additional use after hours by Lessee will be charged back to the Lessee as Additional rent at the rate of Thirty Five and NO/100 Dollars ($35.00) per hour. Lessee will have access to the Premises, the Building, and the parking facilities 24 hours per day, 7 days per week, and 52 weeks per year, but if such access results in additional cost or expense to Lessor, Lessee shall pay all such charges after written notice thereof subject so long as such access does not result in additional cost or expense to Lessor unless lessee pay same in advance. Computer Servers which create substantial heat are permitted in the form of one (1) server per suite. Servers may not be stacked. A freestanding air conditioner may not be installed to cool servers.
Normal, customary and reasonable bagged trash removal when deposited in designated

locations.

A waste recycling program, if applicable. Lessee hereby agrees to cooperate and participate in any such program

B. If Lessee requires any additional service other than at the times or in the quantities provided above, Lessor, upon reasonable advance written request therefore by Lessee, may, but shall not be obligated to, furnish such additional service upon charges to be agreed upon by the Parties which shall, in no event, be less than Lessor's cost therefore plus fifteen percent ( I 5%) overhead. Such sums shall be Additional Rent hereunder payable monthly.

GREEN BUILDING PROVISIONS: Lessor shall have the option of adopting certain uses and practices for environmental or green standards, including, but not limited to, LEED certifications. Lessee agrees to cooperate and participate in any such programs after written notice to Lessee.
MUTUAL AGREEMENT: This Lease is the result of a negotiated transaction between the respective parties and interpretation and construction of this Lease shall not be construed against the drafter.
CONFIDENTIALITY. Lessee agrees not to disclose any of the terms or provisions of this Lease to other present or future tenants or prospective tenants of the Building, or to any third party without Lessor's express written consent, excluding Lessee's professionals (i.e., attorneys and accountants) who require knowledge thereof in furtherance of Lessee's bona fide business and legal interests.
SPECIAL PROVISION. This Lease is contingent upon execution of a Lease Termination Agreement between Lessor and Allen West Foundation, the current tenant in possession of Suite 2050. If such agreement is not executed by Lessor and Allen West Foundation prior to July 31, 2014, or Allen West Foundation fails to vacate the Premises by September 15, 2014, this Lease shall be void and of no force and effect.
TERMINATION OF EXISTING LEASE. That subject to the provisions of Section 59 above, upon execution hereof, and possession of the Premises, the lease for 6400 Congress Avenue, Suites 1200 and 2250, Boca Raton, Florida 33487 shall be deemed terminated, and of no further force and effect and possession of same shall be retendered to Lessor on September 15, 2014.

IN WITNESS WHEREOF, the parties hereto have executed this Lease effective as of the day and date set forth above.

LESSOR:

OIII Realty Limited Partnership

By: 0111 Realty, LLC, general partner

By: Kamala R. Chapman, Manager

LESSEE:

Bright Mountain Media, LLC.

By: W. Kip Speyer, President

EXHIBIT A LEGAL DESCRIPTION

Parcel Control No.: 06-43-47-06-14-001-0020

Exhibit B

Rules & Regulations

(Subject to modification by Lessor from time to time)

I. The sidewalks, halls. passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by Lessee or used for any purpose other than the ingress and egress from its Premises. The halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Lessor shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Lessor, shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom Lessee normally deals in the ordinary course of Lessee's business unless such persons are engaged in illegal activities. Lessee shall not go upon the roof of the Building.

The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of tenants and Lessor reserves the right to exclude any other names therefrom.
No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in conjunction with, any window or door on the Premises without the prior written consent of Lessor. In any event, all such items shall be installed inboard of Lessor's standard window covering and shall in no way be visible from the exterior of the Building. No articles shall be placed on the window sills so as to be visible from the exterior of the Building. No articles shall be placed against glass partitions or doors which might appear unsightly from outside Lessee's Premises.
Lessor reserves the right to exclude from the Building between the hours of 6:00 p.m. and 6:00 a.m. weekdays, and at all hours on Saturdays, Sundays, and holidays all persons who are not tenants or their accompanied guests. Lessee shall be responsible for all persons it allows to enter the Building and shall be liable to Lessor for all acts of such persons. Lessor shall in no case be liable for damages for error with regard to the admission or exclusion of any person from the Building. During the continuance of any invasion, mob. riot, public excitement or other circumstances rendering such action advisable in Lessor's opinion, Lessor reserves the right to prevent access to the Building by closing the doors. or otherwise, for the safety of tenants and protection of the Building and property in the Building.
Lessee shall have the right to employ any person or persons other than Lessor's janitor for the purpose of cleaning its Premises. With the written consent of Lessor no persons other than those approved by Lessor shall be permitted to enter the building for the purpose of cleaning same. Lessee shall not cause any unnecessary labor by reason of its carelessness or indifference in the preservation of good order and cleanliness. Lessor shall in no way be responsible to Lessee for any loss of property on its Premises however occurring, or for any damage done to the effects of Lessee by the janitor or any other employee or any other person.
Lessee shall not use upon its Premises vending machines or accept barbering or boot blacking services in its Premises except from persons authorized by Lessor.
Lessee shall see that all doors to its Premises are securely locked and that all utilities, water faucets or water apparatus are shut off before Lessee leaves the Premises, so as to prevent waste or damage, and shall be responsible for all injuries sustained by other tenants or occupants of the Building or Lessor as a result of its failure to do so. Lessees shall keep the door or doors to the Building corridors closed at all times except for ingress and egress.
Lessee shall not waste electricity, water or air conditioning and agrees to cooperate fully with Lessor to assure the most effective operation of the Building's heating and air conditioning, and shall refrain from attempting to adjust any controls.
Lessee shall not alter any lock or access device or install a new or additional lock or access device or any bolt on any door in its Premises without prior written consent of Lessor. If Lessor shall give its consent, Lessee shall in each case furnish Lessor with a key for any such lock.
Lessee shall not make or have made additional copies of any keys or access devices provided by Lessor. Lessee, upon the termination of the tenancy, shall deliver to Lessor all the keys or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished Lessee or which Lessee shall have had made. In the event of the loss of any keys or access devices so furnished by Lessor, Lessee shall pay Lessor therefor.
The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever, including, but not limited to, coffee grounds shall be thrown therein, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the tenant, who. or whose employees or invitees, shall have caused it.
Lessee shall not keep in the Building any kerosene, gasoline or inflammable or combustible fluid or materials other than limited quantities necessary for the operation or maintenance of office equipment. Lessee shall not use any method of heating or air conditioning other than that supplied by Lessor.
Lessee shall not permit to be kept in its Premises any foul or noxious gas or substance or permit its Premises to be used in a manner offensive or objectionable to Lessor or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about the Building.
No cooking shall be done in the Premises (except that use by the Lessee of Underwriter's Laboratory approved equipment for the warming up or reheating food by way of a microwave or toaster oven and the preparation of coffee, tea, hot chocolate and similar beverages for Lessee and its employees shall be permitted, provided that such equipment and use is in accordance with applicable federal, state and city laws, codes, ordinances, rules and regulations) nor shall the Premises be used for lodging
Lessee shall not sell or permit the sale, at retail, of newspapers, magazines, periodicals, theater tickets or any other goods on the Premises, nor shall Lessee carry on, or permit the business of stenography, typewriting or any similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises be used for the storage of merchandise, manufacturing of any kind, the business of a public barber shop, or beauty parlor, or for any business activity other than that specifically provided for in Lessee's lease.
Lessor will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Lessor. The location of burglar alarms, telephones, call boxes or other office equipment affixed to the Premises shall be subject to the written approval of Lessor which will not be unreasonably withheld.
Lessee shall not install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building. Lessee shall not interfere with radio or television broadcasting or reception from or in the Building.
Lessee shall not lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its Premises in any manner except as approved in writing by Lessor. The expense of repairing any damage resulting from a violation of this rule of the removal of any floor covering shall be borne by Lessee.

Lessee shall not place a load upon any floor which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Lessee shall not mark, or drive nails, screws or drills into, the partitions. woodwork or plaster (except for the hanging of pictures and decorations) or in any way deface the Premises.
There shall not be used in any space, or in the public areas of the Building, either by Lessee or others. any hand trucks except those equipped with rubber tires and side guards or such other material-handling equipment as Lessor may approve. No other vehicles of any kind shall be brought by Lessee into or kept in or about the Premises.
Lessee shall store all its trash and garbage within the interior of its Premises. No materials shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in this area without violation of any law or ordinance governing such disposal shall be made only through entryways and elevators provided for such purposes and at such times as Lessor may designate.
Canvassing, soliciting or distributing of handbills or any other written material and peddling in the Building are prohibited and Lessee shall cooperate to prevent the same. Lessee shall not make room-to-room solicitation of business from other tenants in the Building.
Lessor reserves the right to exclude or expel from the Building any person who, in Lessor's judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules and regulations at the Building.
Without the prior written consent of Lessor, Lessee shall not use the name of the Building in connection with the business of Lessee except as Lessee's address.
Lessee shall comply with all energy conservation, safety, fire protection and evacuation procedures and regulations established by Lessor or any governmental agency.
Lessee assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage.
The requirements of Lessee will be attended to only upon application at the office of the Building by an authorized individual. Employees of Lessor shall not perform any work or do anything outside of their regular duties unless given special instructions from Lessor, and no such employees will admit any person (Lessee or otherwise) to any office without specific instructions from Lessor.
Lessor may waive any one or more of these Rules and Regulations for the benefit of any particular Lessee, but no such waiver by Lessor shall be construed as a waiver of such Rules and Regulations in favor of any other Lessee, nor prevent Lessor from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building.
Lessor reserves the right to make such other reasonable rules and regulation as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein. Lessee agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted so long as such additional Rules and Regulations are reasonable and thirty (30) days prior written notice of such additional Rules and Regulations are provided to Lessee.

Lessee shall provide and maintain hard surface protective mats under all desk chairs which are equipped with coasters to avoid excessive wear and tear to carpeting. If Lessee fails to provide such mats. the cost of carpet repair of replacement made necessary by such excessive wear and tear shall be charged to and paid by Lessee.
Lessee will refer all contractors, contractors' representatives and installation technicians rendering any service to Lessee to Lessor for Lessor's supervision, approval, and control before performance of any contractual service. This provision shall apply to all work performed in the Building, including installations of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows ceilings. equipment or any other physical portion of the Building.
Lessee shall give prompt notice to Lessor of any accidents to or defects in plumbing, electrical fixtures, or heating apparatus so that such accidents or defects may be attended to properly.
Lessee shall be responsible for the observance of all of the forgoing Rules and Regulations by Lessee's employees, agents, clients, invitees and guests.
Lessee shall not allow its employees or invitees to park in other than designated areas, nor shall any washing of cars or car repairs be permitted in any parking areas, nor shall overnight parking be permitted, nor shall commercial trucks be allowed in the parking areas other than in designated delivery areas.
Other than for single-trip usages, Lessee shall make reservations for use of any elevators, which shall be accepted by Lessor on a first-come, first-serve basis.
These rules and Regulations are in addition to, and shall not be construed to in any way modify, alter or amend, in whole or in part, th terms covenants, agrixn1<.,i1ts and conditions of any lease of premises in the Building.

EXHIBIT C

Site Plan & Space Plan

Second Floor Space

SURPLUS LINES DISCLOSURE

At my direction, Best Insurance has placed my coverage in the

(name of Insurance agency)

Bright Mountain Acquisitions Corporation

Named Insured

Lloyds of London

Name of Excess and Surplus Lines Carrier

Professional Liability

Type of Insurance

09/06/2014

Effective Date of Coverage

Revised 7/18/07

LEASE INFORMATIONAL SHEET

ADDENDUM TO LEASE BETWEEN

OIII REALTY LIMITED PARTNERSHIP, AS LESSOR AND BRIGHT MOUNTAIN, LLC AS LESSEE

l. ADDENDUM: This Addendum is attached to and made a part of the Lease. Any conflict between the terms of this Addendum and the Lease shall be controlled by this Addendum.

LEASE INFORMATION SHEET: The Lease Informational Sheet is hereby deleted and replaced with the attached Lease Informational Sheet.
PREMISES: For and in consideration of the mutual covenants herein contained, Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor, those ce11ain premises located at 6400 Congress Avenue, Suites 2050 and 2200, Boca Raton, Florida 33487 ("Premises") which are situated within the building located at 6400 Congress Avenue, Boca Raton, Florida 33487 ("Building").
TERM. A. The term of this Lease shall be three (3) years and seven (7) months, commencing on the 15th day of August, 2015 and ending on the 14th day of March, 2019 ("Lease Tem1"). Lessee's obligation for the payment of Rent shall commence on August 15, 2015 ("Amended Commencement Date").
RENEWAL: So long as Lessee is not in default hereunder, Lessee shall have the option to renew this Lease for one (1) additional three (3) year term, by providing Lessor written notice of the exercise thereof at least one hundred eighty (180) days prior to the end of the Lease Term. Failure to timely renew the Lease shall terminate all renewal options granted hereunder. The terms Lease Term and the Renewal Tem1 are sometime referred to herein as the "Term." The Gross Rent for the Renewal Term will be fair market value for like kind office space in Boca Raton, but in no event less than the Rent paid during the Lease Term set forth above plus annual increases set forth on the Lease Inforn1ational Sheet
NO DEFAULT: Lessee represents that all of the provisions of the Lease to be performed by Lessor have been fully and timely performed and complied with and the Lessor is not in default in any way whatsoever under the Lease, nor to the knowledge of the Lessee does there exist any condition or circumstance which, with the giving of notice or the passage of time, or both, would constitute or result in a default by Lessor under the Lease.
TENANT IMPROVEMENTS: Lessor will, prior to the Amended

Commencement Date, deliver Suite 2200 "As-Is" with the following changes: patch and paint walls, one (1) coat, substantially the same as the wall color in Suite 2050, steam clean carpet, create an interior opening, finished, no door with threshold between Suites 2050 and 2200 as more specifically set forth on Exhibit A attached hereto and made a part hereof.

BROKERAGE: Lessor and Lessee both represent that they have not dealt with any other real estate broker than Bray Realty Advisors, LLC, as Lessor's representative in connection with the Lease and this Addendum. Lessor is responsible to pay the commission upon execution hereof, if any.

Except as expressly amended hereby, this Lease, as amended, is in full force and effect.

Lessee:

Bright Mountain, LLC

By: W. Kip Speyer, President

Lessor:

OIII Reality Limited Partnership

By: Kamala R. Chapman, Manager

Exhibit ''A"

Site Plan & Space Pian

Second floor space

SECOND ADDENDUM TO LEASE

EXHIBIT A

EXHIBIT B

Space Plan

EXHIBIT C FURNITURE LIST

TWO (2) U-SHAPED DESKS WITH HUTCHES FOUR-DRAWER FILING CABINET

WOODEN FOUR-DRAWER FILING CABINET

U-SHAPED DESK WITH ATTACHED FILING CABINET AND HUTCH FOUR (4) DESKS

SMALL TABLE

TWO (2) L-SHAPED DESKS

FOUR (4) TWO-DRAWER FILING CABINETS NINE (9) CHAIRS

EX-10.42

EXHIBIT 10.42

Execution Version

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

This TWENTY-FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR

SECURED CREDIT AGREEMENT (this “Amendment”) is dated as of December 26, 2024, 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, the Borrower has advised the Administrative Agent that a judgment in excess of $1,691,366.79 was entered against the Parent (the “Ladenburg Judgment”) in the litigation pending against the Parent, as defendant, in the United States District Court, Southern District of Florida, Case No. 9:23-cv-81019, styled Ladenburg Thalmann & Co. Inc. v. Bright Mountain Media, Inc. (the “Litigation”);

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;

WHEREAS, the amendments and modifications to the Credit Agreement shall include, among other things, the addition of the Twenty-First Amendment Term Loan Commitments (as defined in the Amended Credit Agreement, as hereinafter defined), and the Twenty-First Amendment Term Loans (as defined in the Amended Credit Agreement) made in respect thereof; 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:

SECTION 1. 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”).

SECTION 2. Amendments. Effective as of the Twenty-First Amendment Effective Date (as defined below), (i) the Credit Agreement is hereby amended 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 and (ii) Schedule 2.01(a) to the Credit Agreement is hereby amended and restated in its entirety in the attached as Annex B.

SECTION 3. Reserved.

SECTION 4. 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-First Amendment Effective 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.
The Borrower shall have delivered to Administrative Agent a funds flow cover authorizing Administrative Agent, on behalf of the Lenders, to disburse the proceeds of the Twenty-First Amendment Term Loan, which letter of direction includes the authorization to transfer funds under the Credit Agreement and the wire instructions that set forth the locations to which such funds shall be sent.
Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Twenty-First Amendment Effective 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-First Amendment Effective 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).

SECTION 5. Post-Closing Items. To the extent not delivered or effectuated on or prior to

the Twentieth Amendment Effective 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 one (1) Business Day after the Twenty-First Amendment Effective 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 BV Agency, LLC, a Delaware limited liability company (“BV Agency”) or one of its designated affiliates, shares of Parent’s common stock in an aggregate amount equal to 2.5% of the fully-diluted pro forma ownership in the Borrower as of the Twenty-First Amendment Effective Date (the “Twenty- First Amendment Share Issuance”).
Within one (1) Business Day after the Twenty-First Amendment Effective Date, Administrative Agent shall have received reasonably satisfactory evidence that a proper and effective supersedeas bond with respect to the Ladenburg Litigation (the “Ladenburg Supersedeas Bond”), in an amount equal to One Million Eight Hundred Sixty Thousand Five Hundred Three and 47/100 Dollars ($1,860,503.47), has been posted with the Clerk of Courts for the United States District Court, Southern District of Florida Court, effectively staying execution of the Ladenburg Judgment.
Within seven (7) days after the Twenty-First Amendment Effective Date, Administrative Agent shall have received reasonably satisfactory evidence that the Twenty-First Amendment Share Issuance has been consummated.

SECTION 6. Release. Effective as of the date of the Twenty-First Amendment Effective 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-First Amendment Effective 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.

SECTION 7. 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.

SECTION 8. 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.

SECTION 9. 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-First Amendment Effective 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-First Amendment Effective 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).

SECTION 10. 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-First Amendment Effective 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-First Amendment Effective 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 an “Loan Document” for all purposes under the Amended Credit Agreement and the Loan Documents.

SECTION 11. 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.

SECTION 12. 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.

SECTION 13. 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.

SECTION 14. 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.

SECTION 15. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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

PARENT: BRIGHT MOUNTAIN MEDIA, INC.

By: Matthew Drinkwater

Chief Executive Officer

GUARANTORS: BRIGHT MOUNTAIN, LLC

MEDIAHOUSE, INC.

DEEP FOCUS AGENCY LLC

BV INSIGHTS LLC

By: Matthew Drinkwater

Chief Executive Officer

ADMINISTRATIVE AGENT & COLLATERAL AGENT:

CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P.,

as Administrative Agent and Collateral Agent

By: Quinn Morgan

Managing Director

LENDERS: CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P.

By: Quinn Morgan

Managing Director

CENTRE LANE PARTNERS MASTER CREDIT FUND II-A, L.P.

By: Quinn Morgan

Managing Director

CENTRE LANE CREDIT PARTNERS II-B, LP

By: Quinn Morgan

Managing Director

BV AGENCY, LLC

By: Quinn Morgan

Authorized Signatory

EX-10.43

EXHIBIT 10.43

sAnnex A to Twenty-First 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.	37
Section 1.06.	Times of Day	37
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]		41
Section 2.03.	Prepayments	41
Section 2.04.	Repayment of Loans	43
Section 2.05.	Interest	44
Section 2.06.	Fees	45
Section 2.07.	Computation of Interest and Fees	46
Section 2.08.	Evidence of Indebtedness	46
Section 2.09.	Payments Generally	46
Section 2.10.	Sharing of Payments	48
Section 2.11. [Reserved]		49
Section 2.12.	Removal or Replacement of a Lender	49
Article III Taxes, Increased Costs Protection and Illegality		49
Section 3.01.	Taxes	49
Section 3.02.	Illegality	53
Section 3.03.	Increased Cost and Reduced Return; Capital Adequacy	54
Section 3.04.	Matters Applicable to All Requests for Compensation	55
Section 3.05.	Survival	55
Article IV Conditions Precedent		55
Section 4.01.	Conditions to the Effective Date	55
Article V Representations and Warranties		58
Section 5.01.	Existence, Qualification and Power; Compliance with Laws	58
Section 5.02.	Authorization; No Contravention	58
Section 5.03.	Governmental Authorization; Other Consents	58
Section 5.04.	Binding Effect	59
Section 5.05. No Material Adverse Effect		59

-i-

Section 5.06.	Litigation	59
Section 5.07.	Ownership of Property; Liens	59
Section 5.08.	Perfection of Security Interests	60
Section 5.09.	Reserved	60
Section 5.10.	Taxes	60
Section 5.11.	Compliance with ERISA	61
Section 5.12.	Labor Matters	61
Section 5.13.	Insurance	61
Section 5.14.	Subsidiaries; Equity Interests	61
Section 5.15.	Margin Regulations; Investment Company Act; PATRIOT Act	61
Section 5.16.	Disclosure	62
Section 5.17.	Intellectual Property	63
Section 5.18. Solvency		63
Section 5.19.	Material Agreements	63
Section 5.20. Big Village Transactions		63
Article VI Affirmative Covenants		64
Section 6.01.	Financial Statements	64
Section 6.02.	Certificates; Reports; Other Information	65
Section 6.03.	Notice Requirements; Other Information	66
Section 6.04.	Environmental Matters	68
Section 6.05.	Maintenance of Existence	69
Section 6.06.	Maintenance of Properties	70
Section 6.07.	Maintenance of Insurance	70
Section 6.08.	Compliance with Laws	70
Section 6.09.	Books and Records	70
Section 6.10.	Inspection Rights/Lender Meetings	70
Section 6.11.	Covenant to Guaranty Obligations and Give Security	71
Section 6.12.	Use of Proceeds	73
Section 6.13.	Further Assurances	73
Section 6.14.	Taxes	74
Section 6.15.	End of Fiscal Years; Fiscal Quarters	74
Section 6.16.	ERISA	74
Section 6.17.	SBA PPP Loan	75
Section 6.18.	Post-Closing Obligations	75
Article VII Negative Covenants		76
Section 7.01.	Liens	76
Section 7.02.	Investments	78
Section 7.03.	Indebtedness	79
Section 7.04.	Fundamental Changes	81
Section 7.05.	Dispositions	81
Section 7.06.	Restricted Payments	82
Section 7.07.	Change in Nature of Business	83

-ii-

Section 7.08.	Transactions with Affiliates	83
Section 7.09.	Prepayments of Certain Indebtedness; Modifications of Certain Indebtedness; Payments of Interest on Convertible Notes and Indebtedness	83
Section 7.10.	Negative Pledge	84
Section 7.11.	Amendments to Certain Documents	84
Section 7.12.	Sale Leasebacks	84
Section 7.13. [Reserved]		84
Section 7.14.	Accounting Changes	84
Section 7.15.	OFAC	84
Article VIII Events of Default and Remedies		85
Section 8.01.	Events of Default	85
Section 8.02.	Remedies Upon Event of Default	88
Section 8.03.	Application of Funds	89
Article IX Administrative Agent and Other Agents		90
Section 9.01.	Appointment and Authorization of Agents	90
Section 9.02.	Delegation of Duties	92
Section 9.03.	Liability of Agents	92
Section 9.04.	Reliance by Agents	92
Section 9.05.	Notice of Default	93
Section 9.06.	Credit Decision; Disclosure of Information by Agents	93
Section 9.07.	Indemnification of Agents	94
Section 9.08.	Agents in their Individual Capacities	94
Section 9.09.	Successor Agents	94
Section 9.10.	Administrative Agent May File Proofs of Claim	95
Section 9.11.	Release of Collateral and Guaranty	96
Article X Miscellaneous		98
Section 10.01.	Amendments, Etc.	98
Section 10.02.	Notices and Other Communications	100
Section 10.03.	No Waiver; Cumulative Remedies	101
Section 10.04.	Costs and Expenses	101
Section 10.05.	Indemnification by Borrower	102
Section 10.06.	Payments Set Aside	103
Section 10.07.	Successors and Assigns	104
Section 10.08.	Confidentiality	107
Section 10.09.	Setoff	108
Section 10.11.	Integration	108
Section 10.12.	Survival of Representations and Warranties	108
Section 10.13.	Severability	109
Section 10.14.	Governing Law	109
Section 10.15.	Waiver of Right To Trial By Jury	109
Section 10.16.	Binding Effect	109

-iii-

Section 10.17.	Lender Action	110
Section 10.18.	PATRIOT Act	110
Section 10.19.	No Advisory or Fiduciary Responsibility	110
Section 10.20.	No Novation	111
Section 10.21. OID Legend		111

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;

(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.

“Aggregate Commitments” means the Commitments of all the Lenders as in effect from time to time. As of the Twenty-First Amendment Effective 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, 7%.

“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.

“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.

“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.

“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.

“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

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

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

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

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

Loan Commitment, Fifteenth Amendment Term Loan Commitment, Sixteenth Amendment Term Loan Commitment, Seventeenth Amendment Term Loan Commitment, the Nineteenth 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 Last 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.

“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 Last 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.

“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

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

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

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, Sixteenth Amendment Term Loans, Seventeenth Amendment Term Loans, Nineteenth Amendment Term Loans and Twenty-First Amendment Term Loans.

“First Out Loan Cash Pay Rate” means the rate per annum equal to the sum of (i) Term SOFR plus (ii) 3%.

“First Out Loan PIK Rate” means the rate per annum equal to the difference between (i) the Contract Rate minus (ii) the First Out Loan Cash Pay Rate.

“First Out Maturity Date” means April 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.

“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.”

“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.

“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 Nineteenth Amendment Term Loan Maturity Date, the Twenty-First Amendment Term Loan Maturity Date First Out Maturity Date or Last 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.

“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.

“Last Out Maturity Date” means April 20, 2026.

“Last Out Loan Cash Pay Rate” means the rate per annum equal to the difference between (i) the Contract Rate minus (ii) the applicable Last Out Loan PIK Rate.

“Last Out Loan PIK Rate” means (a) for the period from the Nineteenth Amendment Effective Date to and including the Interest Payment Date ending December 31, 2024, the rate per annum equal to the sum of (i) Term SOFR plus (ii) 7%, and (b) on and after first calendar day immediately following the Interest Payment Date ending December 31, 2024, the rate per annum equal to the sum of (i) Term SOFR plus (ii) 2%.

“Last Out Loans” means, collectively, the Initial Term Loans and 2021 Loans.

“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 First 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 First Out Maturity Date, calculated at the Twenty-First Amendment Term Loan Cash Pay Rate or the Twenty-First Amendment Term Loan PIK Rate, as applicable.

“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 (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 (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.

“Nineteenth Amendment” means the Nineteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of July 28, 2023, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

“Nineteenth Amendment Effective Date” has the meaning set forth in Section 4 of the Nineteenth Amendment.

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

“Nineteenth Amendment Term Loan Maturity Date” means December 31, 2024.

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

“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.

“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).

“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).

“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 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.

“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 Cash Pay Rate” means (a) for the period from April 1, 2024 to and including the Interest Payment Date ending June 30, 2025, 0% per annum, and (b) on and after first calendar day immediately following the Interest Payment Date ending June 30, 2025, 5% per annum; provided that, (x) if the Borrower notifies the Administrative Agent in writing at least 15 Business Days prior to Interest Payment Date ending June 30, 2025 that it agrees to pay to Administrative Agent, for ratable account of the Lenders in respect of the Seventeenth Amendment Term Loans, the Seventeenth Amendment Term Loan PIK Fee on or prior to June 30, 2025, and (y) the Borrower pays to the Administrative Agent such Seventeenth Amendment Term Loan PIK Fee on or prior to June 30, 2025, such rate will remain at 0% per annum.

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

“Seventeenth Amendment Term Loan PIK Fee” means a fee in an amount equal to two percent (2%) of the principal amount of the Seventeenth Amendment Term Loans made pursuant to the terms of the Credit Agreement and outstanding as of the June 30, 2025, which shall be due and paid-in-kind by the Borrower on June 30, 2025 by adding and capitalizing the full amount of such fee to the outstanding principal balance of the Seventeenth Amendment Term Loans, and the principal amount of the Seventeenth Amendment Term Loans shall be increased by such fee amount for all purposes under the Loan Documents.

“Seventeenth Amendment Term Loan PIK Rate” means (a) for the period from April 1, 2024 to and including the Interest Payment Date ending June 30, 2025, 15% per annum, and (b) on and after first calendar day immediately following the Interest Payment Date ending June 30, 2025, 10% per annum; provided that, (x) if the Borrower notifies the Administrative Agent in writing at least 15 Business Days prior to Interest Payment Date ending June 30, 2025 that it agrees to pay to Administrative Agent, for ratable account of the Lenders in respect of the Seventeenth Amendment Term Loans, the Seventeenth Amendment Term Loan PIK Fee on or prior to June 30, 2025, and (y) the Borrower pays to the Administrative Agent such Seventeenth Amendment Term Loan PIK Fee on or prior to June 30, 2025, such rate will remain at 15% per annum.

“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.

“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).

“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 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.

“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.

“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.

“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 Cash Pay Rate” means (a) for the period from the Twenty-First Amendment Effective Date to and including the Interest Payment Date ending June 30, 2025, 0% per annum, and (b) on and after first calendar day immediately following the Interest Payment Date ending June 30, 2025, 5% per annum; provided that, (x) if the Borrower notifies the Administrative Agent in writing at least 15 Business Days prior to Interest Payment Date ending June 30, 2025 that it agrees to pay to Administrative Agent, for ratable account of the Lenders in respect of the Twenty-First Amendment Term Loans, the Twenty-First Amendment Term Loan PIK Fee on or prior to June 30, 2025, and (y) the Borrower pays to the Administrative Agent such Twenty-First Amendment Term Loan PIK Fee on or prior to June 30, 2025, such rate will remain at 0% per annum.

“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 First Out Maturity Date.

“Twenty-First Amendment Term Loan PIK Fee” means a fee in an amount equal to two percent (2%) of the principal amount of the Twenty-First Amendment Term Loans made pursuant to the terms of the Credit Agreement and outstanding as of the June 30, 2025, which shall be due and paid-in-kind by the Borrower on June 30, 2025 by adding and capitalizing the full amount of such fee to the outstanding principal balance of the Twenty-First Amendment Term Loans, and the principal amount of the Twenty-First Amendment Term Loans shall be increased by such fee amount for all purposes under the Loan Documents.

“Twenty-First Amendment Term Loan PIK Rate” means (a) for the period from the Twenty-First Amendment Effective Date to and including the Interest Payment Date ending June 30, 2025, 15% per annum, and (b) on and after first calendar day immediately following the Interest Payment Date ending June 30, 2025, 10% per annum; provided that, (x) if the Borrower notifies the Administrative Agent in writing at least 15 Business Days prior to Interest Payment Date ending June 30, 2025 that it agrees to pay to Administrative Agent, for ratable account of the Lenders in respect of the Twenty-First Amendment Term Loans, the Twenty-First Amendment Term Loan PIK Fee on or prior to June 30, 2025, and (y) the Borrower pays to the Administrative Agent such Twenty-First Amendment Term Loan PIK Fee on or prior to June 30, 2025, such rate will remain at 15% per annum.

“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.

“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.

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 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.

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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective Date, the Sixth Amendment Term Loan Commitment of each Lender shall be $0.

(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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective 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 doubt, as of the Twenty-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective 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-First Amendment Effective Date, the Seventeenth Amendment Term Loan Commitment of each Lender shall be $0.

(r) Subject to the terms and conditions set forth herein and in the Nineteenth Amendment, on the Nineteenth Amendment Effective Date, each Lender agrees to make Nineteenth Amendment Term Loans in an aggregate principal amount equal to its Nineteenth 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-First Amendment Effective Date, the Nineteenth Amendment Term Loan Commitment of each Lender shall be $0.

(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).

(t) Amounts borrowed under this Section 2.01 and repaid or prepaid may not be re‑borrowed.

(u) All the outstanding principal amount of (i) the Last Out Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall be due and payable on the earlier of (x) the Last Out Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02.

(v) All the outstanding principal amount of the First Out Loans (other than the Nineteenth Amendment Term Loans and the Twenty-First Amendment Term Loans), together with all accrued and unpaid interest thereon, 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.

(w) All the outstanding principal amount of the Nineteenth Amendment Term Loans, together with all accrued and unpaid interest thereon, and any fees and other amounts payable hereunder, shall be due and payable on the earlier of (x) the Nineteenth Amendment Term Loan Maturity Date and (y) the date of the acceleration of the Loans pursuant to Section 8.02.

(x) All the outstanding principal amount of the Twenty-First Amendment Term Loans, together with all accrued and unpaid interest thereon, 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.

(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);

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; and

fourth, shall be applied in inverse order of maturity to reduce the principal amount of the Last Out Loans until the Last 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 Last Out Loans), (i) (A) prior to the Tenth Amendment Effective Date, in a monthly installment to be paid on July 3, 2023, an amount equal to the quotient of (x) 2.5% divided by (y) 3, and (B) on and after the Twentieth Amendment Effective Date, (x) in consecutive quarterly installments to be paid on the last day of each of the Fiscal Quarters of Borrower ending September 30, 2024 and December 31, 2024, an amount equal to $100,000, and (y) commencing with the Fiscal Quarter ending on March 31, 2025, in consecutive quarterly installments to be paid on the last day of each Fiscal Quarter of Borrower, an amount equal to 2.5% of the outstanding aggregate principal amount of the Last Out Loans (after giving effect to capitalized PIK Interest) and (ii) on the Last Out Maturity Date all outstanding Obligations (including, without limitation, all accrued and unpaid principal and interest on the principal amounts of the Loans (including any accrued but uncapitalized PIK Interest), and any fees payable pursuant to Section 2.06) of the Loan Parties that are due and payable on such date.

(b) On the First Out Maturity Date, Borrower shall repay in cash to the Administrative Agent (for the ratable account of the Lenders in respect of the First Out Loans (other than the Nineteenth Amendment Term Loans and the Twenty-First Amendment Term Loans)) all accrued and unpaid principal and interest on the principal amounts of the First Out Loans (other than the Nineteenth Amendment Term Loans), and any fees payable pursuant to Section 2.06.

(c) Borrower shall repay in cash to the Administrative Agent (for the ratable account of the Lenders in respect of the Nineteenth Amendment Term Loans, (i) commencing with the calendar month ending on September 30, 2024, in consecutive equal monthly installments to be paid on the last day of each calendar month, an amount equal to the quotient of (x) the Outstanding Amount (after giving effect to (A) capitalized PIK Interest and (B) the Twentieth Amendment PIK Fee) of the Nineteenth Amendment Term Loan, divided by (y) four, and (ii) on the Nineteenth Amendment Term Loan Maturity Date all accrued and unpaid principal and interest on the principal amounts of the Nineteenth Amendment Term Loans (including any accrued but uncapitalized PIK Interest), 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 and 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 Last 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 Last 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 Last Out Loan PIK Rate, in each case, in accordance with the terms of this Agreement.

(b) Subject to the provisions of Section 2.05(c), (i) the First Out Loans (other than the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term 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 First 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 First Out Loan PIK Rate, in each case, in accordance with the terms of this Agreement, (ii) the Seventeenth Amendment Term Loans shall bear interest on the outstanding principal amount thereof for each Interest Period in an amount equal to 15%; provided that, (X) on or prior to the first anniversary of the Seventeenth Amendment Effective Date, the amount of interest accrued thereon shall be payable-in-kind in lieu of cash payment, and (Y) at all times after the first anniversary of the Seventeenth Amendment Effective Date, a portion of the amount of interest accrued thereon shall be payable in cash at the Seventeenth Amendment Term 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 Seventeenth Amendment Term Loan PIK Rate, in each case, in accordance with the terms of this Agreement, and (iii) the Twenty-First Amendment Term Loans shall bear interest on the outstanding principal amount thereof for each Interest Period in an amount equal to 15%; provided that, a portion of the amount of interest accrued thereon shall be payable in cash at the Twenty-First Amendment Term 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 Twenty-First Amendment Term Loan PIK Rate, in each case, 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. 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, (x) 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 adding and capitalizing the full amount of such fee to the outstanding principal balance of the Last Out Loans and the principal amount of the Last Out 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 (other than the Nineteenth Amendment Term Loans and the Twenty-First Amendment Term Loans), an exit fee equal to 5% of the principal amount of the First Out Loans (other than the Nineteenth Amendment Term Loans and 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) for the ratable account of the Lenders in respect of the Nineteenth Amendment Term Loans, an exit fee equal to 5% of the principal amount of the Nineteenth Amendment Term Loans advanced to the Borrower pursuant to the terms hereof, which shall be paid in cash by the Borrower on the Nineteenth Amendment Term Loan Maturity Date 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, 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 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 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.

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 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:

(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 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 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 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:

(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.

(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 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 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.

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.

(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 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 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 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 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;

(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;

(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;

(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:

(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.

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 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 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, 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 (other than the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term 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 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:

(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.

(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:

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 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;

(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;

(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 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:

(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

(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

(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 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 (B) within five (5) days after the same becomes due, 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

(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 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. 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

(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 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;

(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 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 Last Out Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) until the Last Out Loans are paid in full;

Sixth, 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 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 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 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 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 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.

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 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 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 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

(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 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, 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 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

(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 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 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 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 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.

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 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 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.

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)

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-10.45

EXHIBIT 10.45

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”), is made by and between Bright Mountain Media, Inc. (the “Company”), a Florida corporation, and Matthew Drinkwater (the “Executive”) (each, a “Party,” and together with the Company, the “Parties”). The Parties acknowledge and agree that this Agreement shall become effective on December 1, 2024 (the “Effective Date”).

WHEREAS, the Parties previously entered into an Executive Employment Agreement effective December 1, 2021 and ending on December 1, 2024 (the “2021 Agreement”);

WHEREAS, the Company wishes to continue to employ the Executive as the Chief Executive Officer (“CEO”) and the Executive wishes to continue in such full-time employment as CEO in accordance with the provisions hereinafter set forth;

WHEREAS the Parties agree that beginning on the Effective Date, this Agreement shall replace the 2021 Agreement, which shall have no further force or effect;

NOW, THEREFORE, in consideration of the mutual promises, terms, provisions and conditions contained in this Agreement, the Company and the Executive agree as follows:

Employment. Subject to the terms and conditions set forth herein, the Company agrees to employ the Executive, and the Executive accepts such continued employment, on a full-time basis as the Company’s CEO. The Executive acknowledges and agrees that he was provided with this Agreement at least ten (10) business days before the Effective Date.
Term. The initial term of this Agreement and the Executive’s employment hereunder shall commence on the Effective Date and continue for three (3) years, expiring on the three (3) year anniversary of the Effective Date (the “Initial Term”). On each successive anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended for successive one (1) year periods (each a “Renewal Term”), provided, however, that either Party hereto may elect not to renew and extend the Agreement by giving written notice to the other Party at least one-hundred twenty (120) days prior to such anniversary date. Notwithstanding the foregoing, this Agreement and the Executive’s employment hereunder may be earlier terminated in accordance with Section 26. The period of time between the Effective Date and the termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.”
Duties and Responsibilities of the Executive. During the Employment Term, the Executive shall serve the Company on a full-time basis as its CEO, subject to the direction of the Board of Directors of the Company (the “Board”). As CEO, the Executive shall perform such duties and responsibilities on behalf of the Company as are appropriate to the Executive’s position and such other related duties as may reasonably be designated from time to time.
Commitment to Company; Outside Activities.
The Executive agrees to (i) devote all necessary working time required of the Executive’s position, (ii) devote the Executive’s best efforts, skill, and energies to

promote and advance the business and/or interests of the Company, and (iii) fully perform the Executive’s obligations under this Agreement. During the Employment Term, the Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Board; the Executive may, however, (i) engage in community, charitable, and educational activities, (ii) manage the Executive’s personal investments, and (iii) with the prior written consent of the Board, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of the Executive’s obligations under this Agreement or conflict or compete with the interests of the Company.

The Executive represents that the execution of this Agreement, and the performance of the Executive’s obligations hereunder, do not and will not violate or conflict with the provisions of any other agreement to which the Executive is a party or to which the Executive is bound. By signing this Agreement, the Executive represents that the Executive has disclosed to the Company any prior agreements that could affect the Executive’s performance of his obligations hereunder to the extent permitted by any prior agreements to disclose the same.
Base Salary. During the Employment Term, the Executive’s base salary (the “Base Salary”) shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments. The Base Salary shall be paid less all legally required and voluntarily authorized deductions. Beginning with the Effective Date, the Executive’s Base Salary shall be paid at an annualized rate of $400,000, which rate may be increased during the Employment Term in the sole discretion of the Company.
Annual Bonus. During the Employment Term, the Executive may be eligible to receive an annual bonus (the “Annual Bonus”) in accordance with plans developed by the Company. It is understood and agreed that the bonus target, payment amount, date of payment, and all other terms related to the Annual Bonus will be determined pursuant to any applicable plans and by the Board in its sole reasonable discretion. The current Annual Bonus targets are attached as Exhibit B. The Annual Bonus, if any, will be paid in a single lump sum cash payment, subject to the Executive’s continued employment with the Company through the payment date, except in the event of a termination by the Company without Cause or a termination by non-renewal by the Company of this Agreement.
Stock Options. The Company will grant to the Executive options to purchase 125,000 shares of the Company’s common stock subject to the Company’s Stock Option Plan and the Executive’s Stock Option Grant, which will vest at a rate of 25% per year beginning December 1, 2025, with 25% vesting on December 1, 2025, and an additional 25% vesting on each December 1 thereafter until fully vested. The exercise price per share shall be no less than the fair market value of the Company’s common stock on the date of grant.
Benefits. Subject to the Executive’s payment of any contribution required of executive employees generally and the terms and conditions of applicable benefit plans and programs, the Executive will be eligible to participate during the Employment Term in any and all employee benefit plans made generally available to other similarly situated employees of the

.Company, as in effect from time to time, except to the extent such plans are duplicative of a category of benefits otherwise provided to the Executive under this Agreement. Such participation by the Executive and/or the Executive’s eligibility for any available benefits shall be subject to: (a) the terms of the applicable plan documents; (b) generally applicable policies of the Company; and (c) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan. In addition to the Executive’s participation in Company’s employee benefit plans made generally available to other executive employees of the Company, the Executive shall be entitled to the following benefits, subject to the Executive’s compliance with the terms of this Agreement, the terms and conditions of all applicable plans, and all other obligations to the Company:

Paid Time Off. During the Employment Term, Executive is eligible to receive vacation leave, to be taken in accordance with the procedures established in the Company’s employee manual.
Business Expenses. During the Employment Term, the Company will reimburse Executive for all approved business expenses incurred by Executive in the performance of his duties under this Agreement in accordance with the policies and procedures of the Company.
Confidential Information. The Executive acknowledges and agrees that, during the course of the Executive’s employment with the Company, the Executive will have access to and be provided with the Company’s Confidential Information. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, information or material that has not been made generally available to the public, such as: (a) corporate information, including goodwill, plans, strategies, methods, policies, internal and electronic mail communications and other correspondence, resolutions, negotiations, or litigation; (b) marketing information, including strategies, methods, customer, vendor, or business partner identities or other information about customers, vendors, business partners, prospect identities, or other information about prospects, or market analyses or projections; (c) financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings, purchasing and sales data, and price lists; (d) operational, technological, and scientific information, including plans, specifications, manuals, forms, templates, software, testing data and strategies, clinical and other research, studies, and data, marketing information and data, development strategies, designs, methods, procedures, formulae, data, reports, discoveries, inventions, improvements, concepts, ideas, and other Developments (as defined below), know-how, and Trade Secrets (as defined in Section 10 below); and (e) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, performance evaluations, compensation information, and termination arrangements or documents. Confidential Information also includes information received in confidence by the Company from its customers, suppliers, business partners or other third parties. Further, Confidential Information includes any “confidential information” or “trade secrets” recognized under any local, state, or federal law.
Trade Secrets. “Trade Secrets” means any scientific or technical information, design, process, procedure, formula, pattern, device or compilation of information or improvement which is used in the Company, which gives the Company an economic advantage

over its competitors, which is not known to the Company’s competitors, and which the Company treats as confidential. Trade Secrets shall include, without limitation and without regard to form, any formula, pattern, business data compilation, program, device, method, technique, design, diagram, drawing, invention, plan, procedure, prototype or process that (a) relates to the services by the Company; (b) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (c) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Excluded from the definition of Trade Secrets is any trade secret that the Executive possessed prior to and unrelated to his employment with the Company.

Recognition of Company’s Rights. The Executive will not, at any time during the Employment Term or any time thereafter, without the Company’s prior written permission, either during or after the Executive’s employment, disclose any Confidential Information to anyone outside of the Company, or use or permit to be used any Confidential Information for any purpose other than the performance of the Executive’s duties as an employee of the Company. The Executive will cooperate with the Company and use the Executive’s best efforts to prevent the unauthorized disclosure of all Confidential Information. Nothing in this Section is intended to limit or prohibit any disclosure permitted under applicable law.
Rights of Others. The Executive understands that the Company is now and may hereafter be subject to nondisclosure or confidentiality agreements with third persons that require the Company to protect or refrain from use or disclosure of confidential or proprietary information. The Executive agrees to be bound by the terms of such agreements in the event the Executive has access to such confidential and proprietary information. The Executive understands that the Company strictly prohibits the Executive from using or disclosing confidential or proprietary information belonging to any other person or entity (including any employer or former employer), in connection with the Executive’s employment. In addition, the Executive agrees not to bring any confidential information belonging to any other person or entity onto Company premises or into Company workspaces. The Executive acknowledges and agrees that the Company has instructed the Executive, through this Section, that it does not want any information from any previous employer and that the Executive is not to use or disclose any such information in connection with the Executive’s employment with the Company.
Developments. The Executive will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, data, databases, computer programs, research, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship, and other intellectual property, including works-in-process (collectively “Developments”) whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by the Executive (alone or jointly with others) or under the Executive’s direction during the Employment Term. The Executive acknowledges that all work performed by the Executive is on a “work for hire” basis, and the Executive hereby assigns and transfers and, to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns all right, title and interest in and to all Developments that (a) relate to the business of the Company or any customer of, supplier to or business partner

of the Company or any of the products or services being researched, developed, manufactured or sold by the Company or which may be used with such products or services; or (b) result from tasks assigned to the Executive by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (“Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, sui generis database rights and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).

This Agreement does not obligate the Executive to assign to the Company any Development that, in the sole judgment of the Company, reasonably exercised, is developed entirely on the Executive’s own time and does not relate to the business efforts or research and development efforts in which, during the period of the Executive’s employment, the Company actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company. However, the Executive will also promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. The Executive understands that to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this Section will be interpreted not to apply to any invention that a court rules and/or the Company agrees falls within such classes. The Executive also hereby waives all claims to any moral rights or other special rights that the Executive may have or accrue in any Company- Related Developments.

To preclude any possible uncertainty, if there are any Developments that the Executive has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of the Executive’s Employment Term with the Company that the Executive considers to be the Executive’s property or the property of third parties and that the Executive wishes to have excluded from the scope of this Agreement (“Prior Inventions”), the Executive has set forth on Exhibit A attached hereto a complete list of those Prior Inventions. If disclosure of any such Prior Invention would cause the Executive to violate any prior confidentiality agreement, the Executive understands that he is not to list such Prior Inventions in Exhibit A but is only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. If there are any patents or patent applications in which the Executive is named as an inventor, other than those that have been assigned to the Company (“Other Patent Rights”), the Executive has also listed those Other Patent Rights on Exhibit A. If no such disclosure is attached, the Executive represents that there are no Prior Inventions or Other Patent Rights.

Documents and Other Materials. The Executive will keep and maintain adequate and current records of all Confidential Information and Company-Related Developments developed by the Executive during the Employment Term, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, communications, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, blueprints, models, prototypes, or other written, photographic or other tangible material containing Confidential Information, whether created by

the Executive or others, which come into the Executive’s custody or possession, are the exclusive property of the Company to be used by the Executive only in the performance of the Executive’s duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks, and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of the Executive’s employment for any reason, the Executive will immediately deliver to the Company all Company property and equipment in the Executive’s possession, custody or control, including all files, letters, notes, memoranda, communications, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, blueprints, models, prototypes, or other written, photographic or other tangible material containing Confidential Information, and other materials of any nature pertaining to the Confidential Information of the Company, and will not take or keep in the Executive’s possession any of the foregoing or any copies.

Enforcement of Intellectual Property Rights. The Executive will cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement, maintenance, and enforcement of Intellectual Property Rights in Company-Related Developments. The Executive will sign, both during and after his employment, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable to protect its rights and interests in any Company-Related Development or Intellectual Property Rights therein. If the Company is unable, after reasonable effort, to secure the Executive’s signature on any such papers, the Executive hereby irrevocably designates and appoints each officer of the Company as the Executive’s agent and attorney-in-fact to execute any such papers on the Executive’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development, including any Intellectual Property Rights therein.
Defend Trade Secrets Act of 2016. Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions: (a) where the disclosure is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. See 18 U.S.C. § 1833(b)(1). Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order. See 18 U.S.C. § 1833(b)(2). Nothing in this Agreement is intended to preclude or limit such federal laws.
Conflicts of Interest. The Executive acknowledges and agrees that he shall not use the Company’s resources, equipment, property, or information for any purpose other than in

relation to performance of the Executive’s duties for the Company. The Executive will advise the Board at such time as any activity of either the Company or another business presents the Executive with a conflict of interest or the appearance of a conflict of interest as an employee of the Company. The Executive acknowledges and agrees that it is the Executive’s sole responsibility to affirmatively raise, and seek approval and/or waiver of, any actual or potential conflict of interest. The Executive agrees to take whatever reasonable action is requested of the Executive by the Company to resolve any conflict or appearance of conflict which it finds to exist.

Return of Company Property and Information. Upon the earlier of (i) a request by the Company at any time, or (ii) termination of the Executive’s employment for any reason, the Executive will immediately return to the Company’s Chief Human Resources Officer all documents, property, equipment, devices, and information, the Executive received or obtained, directly or indirectly, through the Executive’s employment with the Company, and all copies and other tangible embodiments thereof, regardless of whether the Executive considers any such information or property to be confidential and/or proprietary. The Executive agrees to affirm his compliance with this provision in writing upon request from the Company.
Non-Solicitation. The Executive acknowledges that but for the Executive’s employment with the Company, the Executive would not have had access to, or possess information regarding the Company’s customers, suppliers, consultants, vendors or leads for and Potential Customers (defined to mean those with which the Company has expended dedicated resources to secure), suppliers, vendors or employees. The Executive agrees that during the Employment Term and a period of twenty-four (24) months after the cessation of the Executive’s employment for any reason (the “Restricted Period”), the Executive shall not, directly or indirectly, solicit on the Executive’s behalf or on behalf of any of the Company’s competitors or potential competitors, or directly or indirectly, assist any of the Company’s competitors or potential competitors in soliciting: (a) any current customer as of the date of termination of Executive’s employment with the Company, with which the Executive had contact or access to Confidential Information about during the final twelve months of the Executive’s employment with the Company; (b) any lead or Potential Customer as of the date of termination of the Executive’s employment with the Company about which the Executive learned or contacted or to which the Executive was given access during the last year of the Executive’s employment with the Company; (c) any employees or contractors of the Company to leave the employ or in any other way modify or alter their respective employment or business relationship with the Company; or (d) any vendors or suppliers with whom the Company conducts business or planned to conduct business during the final twelve months of the Executive’s employment with the Company. The Executive further shall not induce or attempt to induce any customer or Potential Customer, supplier, consultant, vendor, or other person or entity with whom the Company has done business or sought to do business within the last twelve (12) months to cease, limit, or reduce business with the Company, or in any way interfere with the existing or prospective business relationship between any such person or entity and the Company. The prohibition in this Section shall not restrict the Executive’s ability to communicate with a customer or a Potential Customer of the Company wholly unrelated to and not competitive with the nature of the Company’s business, Confidential Information and Trade Secrets.
Non-Competition. The Executive acknowledges and agrees that the Company is engaged in a highly competitive business, and by virtue of the Executive’s senior position and
responsibilities, and his access to Confidential Information, his engaging in any business which is directly or indirectly competitive with the Company will cause the Company immediate and irreparable harm. Therefore, the Executive covenants and agrees that, during the Employment Term and for a period of twelve (12) months from the date of cessation of the Executive’s employment or (ii) two (2) years following after the cessation of the Executive’s employment if the Executive breaches his fiduciary duty to the Company (the “Non-Compete Period”), the Executive will not, within the geographic areas in which the Executive, during any time within the last two (2) years of employment, provided services or had a material presence or influence, except as expressly authorized or directed by the Company in writing:
directly or indirectly engage in the provision or sale of any products or services which compete with the Company’s products and services (i) then offered by the Company, or

(ii) which the Executive knows the Company plans to offer (together, “Competitive Products and Services”);

engage in employment or business activities in any capacity identical with or substantially similar to the capacity or capacities in which the Executive was employed by the Company within the last two (2) years of the Executive’s employment with the Company, if such employment or activities involve the development, creation, marketing, sale, service or provision of Competitive Products and Services anywhere within the geographic territory in which the Executive provided services or had duties or responsibilities for the Company within the last two

(2) years of the Executive’s employment with the Company; or

own, manage, operate, control, finance, or engage in a joint venture with, any business or activity that competes with the Company or its affiliates as of the termination date, unless the Executive obtains the prior written authorization of the Company.
During the Non-Compete Period, the Company shall make payments to the Executive for the post-employment portion of the Non-Compete Period (but for not more than twelve (12) months following the end of the Executive’s employment) at the rate of fifty percent (50%) of the highest annualized Base Salary paid to the Executive by the Company within the two (2) year period preceding the last day of the Executive’s employment.

Nothing herein shall be deemed to prohibit activities that are not competitive, or in support of business activities that compete, with the Competitive Products and Services, including the Executive’s passive ownership of not more than 1% of the publicly traded securities of any such entity. The Executive acknowledges that this non-competition restriction is reasonable and necessary for the Company to protect its interests, and the Executive agrees that the restriction is reasonable in scope and duration. For the avoidance of any doubt, this Section does not restrict, prohibit, or interfere with the Executive’s ongoing and concurrent employment with the Company. The post-employment restrictions in this Section 20 shall not apply if the Company: (i) terminates the Executive’s employment without Cause pursuant to Section 26(d)); (ii) terminates the Executive’s employment by non-renewal of this Agreement as

described in Section 26(f); or (iii) provides a written waiver of the restrictions set forth in this Section 20.

Equitable Tolling. Subject to the terms of Sections 19 and 20, the Executive acknowledges and agrees that the period applicable to the covenants set forth in Sections 19 and 20 shall be automatically extended by any length of time during which the Executive is in breach of the corresponding covenant, and the provisions of this Agreement shall continue in full force and effect through the duration of the extended period(s).
Notification Obligations. Until the conclusion of the Restricted Period, the Executive shall give written notice to the Company of each new business activity which the Executive plans to undertake, at least ten (10) calendar days prior to beginning any such activity. Such notice shall state the name and address of the individual or entity for whom such activity is undertaken and the nature of the Executive’s business relationship(s) and position(s) with such individual or entity. The Executive shall provide the Company with other pertinent information concerning such business activity as the Company may reasonably request to determine the Executive’s continued compliance with the Executive’s obligations under this Agreement.
Disclosures During Restricted Period. During the Restricted Period, the Executive agrees to provide a copy of Sections 19 and 20 of this Agreement to any person or entity with whom the Executive may enter into a business relationship, whether as an employee, consultant, partner, coventurer or otherwise, prior to entering into such business relationship during the Restricted Period.
Reasonableness of Restrictions. The Executive acknowledges that the Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed upon the Executive pursuant to Sections 19 and 20 hereof. The Executive acknowledges and agrees that the restraints are necessary to protect important interests of the Company, and that each and every one of the restraints is reasonable with respect to subject matter, length of time and geographic area. The Parties further agree that, if any provision of this Agreement, including Sections 19 and 20, shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be modified to permit its enforcement to the maximum extent permitted by applicable law. To the extent a court determines that such Sections are unenforceable, the Parties agree that a court may re-write the offending language so as to cure the unenforceable provision, and/or that the Parties will re-write the offending language so as to cure the unenforceable provision, and the Executive shall execute any such agreement without additional consideration.
Injunctive Relief. The Executive acknowledges and agrees that, were the Executive to breach any of the covenants contained in Sections 9, 10, 19 and 20 hereof, the damage to the Company would be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without the requirement of posting a bond or any similar requirement.
Termination. Notwithstanding the provisions of Section 2, the Executive’s employment shall terminate under the following circumstances:
Automatic Termination. In the event of the Executive’s death during the Employment Term, this Agreement and the Executive’s employment hereunder shall immediately and automatically terminate.
Disability. In the event that the Executive suffers a mental or physical impairment, incapacity, or disability which would cause him or her to be unable to perform the essential functions of his job with or without reasonable accommodation for a period of one hundred and twenty (120) consecutive days (including weekends and holidays), or for one hundred and eighty (180) total days (including weekends and holidays) in any calendar year, the Executive’s employment shall be subject to termination upon ten (10) days’ written notice. The Executive (and/or the Executive’s representative) shall cooperate in all respects with the Company if a question arises as to whether the Executive has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company, and authorizing such medical doctors and other health care specialists to discuss the Executive’s condition with the Company).
Termination by the Company for Cause. The Company may terminate this Agreement and the Executive’s employment for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. “Cause”, as reasonably determined by the Company, shall include: (i) the Executive’s material insubordination; (ii) the Executive’s intentional material breach of this Agreement, provided that the Executive has first been given written notice describing such breach in reasonable detail, and within thirty (30) days he has not remedied the same; (iii) any intentional act or omission by the Executive outside the scope of the Executive’s duties which materially injures, or is likely to materially injure, the Company or the business reputation of the Company; (iv) the Executive’s dishonesty, fraud, malfeasance, gross negligence or misconduct in the performance of his duties hereunder; (v) the Executive’s failure to (a) adequately perform his duties under this Agreement, (b) follow the reasonable direction of the Board, (c) abide by the policies, procedures, and rules of the Company, or (d) abide by laws applicable to the Executive in his capacity as an employee, executive, or officer of the Company, provided that the Executive has first been given written notice describing such conduct in reasonable detail, and within thirty (30) days he has not remedied the same; (vi) the Executive’s indictment for, conviction of, or entry of a plea of guilty or no contest to, a felony or crime involving moral turpitude and (vii) the Executive’s abuse of alcohol or his use or being under the influence of any illegal drug or the Executive’s illegal purchase, sale, possession, or other transfer of drugs while performing duties for the Company or while otherwise on the premises of the Company or any premises associated with the Company.
Termination by the Company without Cause. The Company may terminate this Agreement and the Executive’s employment hereunder at any time without Cause upon written notice to the Executive. To the extent possible under the circumstances, the Company will provide at least ninety (90) days’ written notice, or as much notice as is practicable. In the event of such termination, the Executive’s employment will terminate as of the date specified in the Company’s written notice to the Executive.
Termination by the Executive for Good Reason. The Executive may terminate this Agreement and his employment by written notice to the Company given not more than thirty (30) days after the occurrence to the event constituting Good Reason. Such notice shall state an effective date no earlier than thirty (30) days after the date it is given. The Company shall
have thirty (30) days from receipt of such notice within which to cure the reasons set forth in such notice. If not timely cured, termination by the Executive of this Agreement and his employment shall be treated as termination by the Company without Cause for purposes of this Agreement. For purposes of this Agreement, Good Reason shall mean: (i) a material reduction in the Executive’s title, position, duties or responsibilities or a change in reporting structure such that Executive ceases to report directly to the Board; (ii) a reduction (excluding any reduction of up to five (5%) that is applied across the Company’s senior management group) in the Executive’s Base Salary; (iii) the failure by the Company to make any payment due hereunder or to comply with any of the other material provisions of this Agreement; or (iv) the Company requires Executive to relocate to an office more than fifty (50) miles from the Executive’s place of residence as of the Effective Date.
Termination by the Executive without Good Reason. The Executive may terminate this Agreement and the Executive’s employment hereunder at any time without Good Reason upon ninety (90) days’ written notice to the Company, in accordance with the notice procedures set forth in Section 47 hereof.
Termination by Non-Renewal of the Agreement. As set forth in Section 2, either Party hereto may elect not to renew the Agreement by giving written notice to the other Party at least one hundred and twenty (120) days prior to expiration of the Initial Term or any Renewal Term of the Agreement.
Resignation as Officer. Except as otherwise agreed to between the Company and the Executive, effective as of the date of termination of the Executive’s employment with the Company for any reason, the Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company. At the Company’s request, the Executive shall execute and deliver such documentation as the Company may prescribe in order to effectuate such resignation(s).
Consequences of Termination.
Death. In the event that the Executive’s employment and the Employment Term end on account of the Executive’s death, the Executive’s estate shall be entitled to the following:
any earned and unpaid Base Salary through the date of termination;
reimbursement for any unreimbursed business expenses incurred through the date of termination;
all other accrued and vested payments, benefits, or fringe benefits to which the Executive is entitled in accordance with the terms and conditions of the applicable compensation or benefit plan, program, or arrangement of the

Company (collectively, Sections 27(a)(i)-(iii) shall hereafter be referred to as “Accrued Benefits”);

Disability. In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s disability as set forth in Section 26(b) of this Agreement, the Company shall pay or provide the Executive with the Accrued Benefits.
Termination by Company for Cause. If the Executive’s employment is terminated by the Company for Cause, the Company shall pay the Executive only the Accrued Benefits.
Termination by the Company without Cause. If the Executive’s employment is terminated by the Company without Cause, the Company shall pay the Executive (i) the Accrued Benefits; (ii) any earned but unpaid Annual Bonus provided the Executive is entitled to such bonus as of the date of termination of the Executive’s employment, subject to the terms of this Agreement and any bonus plan (but without being required to be employed through the payment date); and (iii) the Severance Benefit, as defined in and subject to the terms of Section 28 of this Agreement. For purpose of Section 27(d)(ii), the Annual Bonus shall be paid at the same time and in the same form as other annual bonuses are paid to similarly situated executives of the Company, but in no event later than March 15th of the calendar year following the calendar in which the Executive’s termination by the Company without Cause occurred.
Termination by Non-Renewal by the Executive of this Agreement. If the Executive’s employment and the Employment Term ends because of Executive’s non- renewal of this Agreement pursuant to Section 2, the Company shall pay the Executive only the Accrued Benefits.
Termination by Non-Renewal by the Company of this Agreement. If the Executive’s employment and the Employment Term ends because of Company’s non- renewal of this Agreement pursuant to Section 2, the Company shall pay the Executive (i) the Accrued Benefits; (ii) any earned but unpaid Annual Bonus provided the Executive is entitled to such bonus as of the date of termination of the Executive’s employment, subject to the terms of this Agreement and any incentive or bonus plan (but without being required to be employed through the payment date); and (iii) the Severance Benefit, as defined in and subject to the terms of Section 28 of this Agreement. For purpose of Section 27(f)(ii), the Annual Bonus shall be paid at the same time and in the same form as other annual bonuses are paid to similarly situated executives of the Company, but in no event later than March 15th of the calendar year following the calendar in which the Executive’s termination by the Company without Cause occurred.
Severance Benefit.
If the Executive is entitled to severance pursuant to the terms of this Agreement during the first year of the Initial Term, the Company shall pay to the Executive one hundred and fifty percent (150%) of his monthly Base Salary in effect as of the termination date for a period of twelve (12) months and if the Executive is entitled to severance pursuant to the

terms of this Agreement in the second year of the Initial Term, the Company shall pay to the Executive one hundred and twenty-five percent (125%) of his monthly Base Salary in effect as of the termination date for a period of twelve (12) months (collectively “Enhanced Severance”). If Executive is entitled to severance pursuant to the terms of this Agreement after the second year of the Initial Term, the Company shall pay the Executive an amount equal to his monthly Base Salary in effect as of the termination date for a period of twelve (12) months (the “Standard Severance”, the Enhanced Severance, and the Change of Control Severance, as defined in Section 28(b) below, shall collectively be referred to as the “Severance Benefit”).

If, within three (3) months before or one (1) year following a Change in Control, (which shall be defined as change in ownership of, or change in the ownership of a substantial portion of the assets of, Company in accordance with Treasury Regulation Sections 1.409A-3(i)(5)(v) or 1.409A-3(i)(5)(vii)) the Executive is entitled to severance pursuant to the terms of this Agreement, then in lieu of the Standard Severance or Enhanced Severance in Section 28(a), the Company shall pay to the Executive an amount equal to hundred and fifty percent (150%) of his monthly Base Salary in effect as of the termination date for a period of twelve (12) months (the “Change in Control Severance”).
As a condition precedent to any Company obligation to the Executive pursuant to Section 28(a) or 28(b), the Executive shall, within sixty (60) days following his last day of employment with the Company (the full sixty (60) day period being the “Release Period”), execute, and not revoke within the applicable revocation period which ends prior to the end of the Release Period, and provide the Company with, a valid, executed general release substantially in the form and substance reasonably acceptable by the Company at the time of his termination. The Company shall pay such Severance Benefit, subject to this Section 28(c) and Section 32, in substantially equal installments pursuant to the Company’s standard payroll schedule and practices for a period of months equal to the number of months of Base Salary in the Severance Benefit, commencing with the first payroll cycle following the expiration of the full Release Period (as defined below). Such severance pay shall be subject to all standard deductions and withholdings.
Effect of Termination. The Executive acknowledges and agrees that certain provisions of this Agreement shall survive any termination if so provided herein or if necessary or desirable fully to accomplish the purpose of such provisions, including without limitation, the Executive’s obligations pursuant to Sections 9-20 hereof. Likewise, upon termination, the Executive shall no longer have the right to be identified as an employee of the Company.
Cooperation following Termination. The Executive agrees that, following termination of the Executive’s employment for any reason, the Executive will cooperate fully with the Company, upon request, in relation to the Company’s defense, prosecution or other involvement in any continuing or future claims, lawsuits, charges, and internal or external investigations which arise out of events or business matters which occurred during the Executive’s employment by the Company. This continuing duty of cooperation shall include the Executive being available to the Company, upon reasonable notice for depositions, interviews, and appearances as a witness, and furnishing information to the Company and its legal counsel upon request. The Company will reimburse the Executive for all documented reasonable out-of- pocket expenses necessarily incurred because of such cooperation. Severance, if otherwise

payable to the Executive under this Agreement, shall terminate in the event of the Executive’s failure to cooperate as required under this Section.

Entire Agreement. Except for Company’s Stock Option Plan and Executive’s Stock Option Grant, this Agreement sets forth the entire agreement between the Company and the Executive and, on the Effective Date, supersedes any and all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment and all matters related thereto.
Section 409A. The Parties hereby agree that it is their intention that all payments or benefits provided under this Agreement be exempt from, or if not so exempt, comply with, Section 409A of the Code, and this Agreement shall be interpreted accordingly. Notwithstanding any provision to the contrary in this Agreement: (i) no amount shall be payable pursuant to Section 28 unless the termination of the Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) for purposes of Section 409A, the Executive’s right to receive installment payments pursuant to Section 28 shall be treated as a right to receive a series of separate and distinct payments; and (iii) to the extent that any reimbursement of expenses or in- kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the number of in-kind benefits provided in any other year. If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s “separation from service” (the “Separation Date”), and if an exemption from the six (6) month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, then no such payment shall be made or commence during the period beginning on the Separation Date and ending on the date that is six (6) months following the Separation Date or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the first day of the first calendar month following the end of the period. Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The Executive acknowledges that he has been advised to seek independent advice from the Executive’s tax advisor(s) with respect to the application of Section 409A of the Code to any payments or benefits under this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company does not guarantee the tax treatment of any payments and benefits under this Agreement, including without limitation pursuant to the Code or any other applicable federal, state or local law and any guidance issued thereunder.
Limitation on Benefits. If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a Change in Control (as defined under Code Section 280G for purposes of this Section 33) or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this Section 33, be subject to the

excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then to the extent that the aggregate present value of the potential “parachute payments,” when taking into account all amounts considered “parachute payments” for purposes of Section 280G of the Code, equals or exceeds three hundred percent (300%) of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), the Executive hereby irrevocably and unconditionally relinquishes any and all rights and entitlements that the Executive currently possesses or will possess in connection with such a Change in Control with respect to all amounts that exceed three hundred percent (300%) of the Executive’s base amount (such excess amounts, the “Waived Amounts”). All calculations and determinations under this Section 33 shall be made by an independent accounting firm or independent tax or legal counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 33, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 33. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Indemnification. The Company will indemnify, defend and hold the Executive harmless with respect to claims arising out of any action taken or not taken, in good faith, in the Executive’s capacity as an officer of the Company, on the same basis as it indemnifies, defends and holds harmless its other officers, and the Company will provide the Executive with directors’ and officers’ liability insurance coverage on the same basis as it provides coverage to its other officers. Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other Company policy, plan, contract or arrangement, or under applicable law.
Dispute Resolution. Except for any action seeking injunctive relief under this Agreement, which must be brought exclusively in the state or federal courts located in Boca Raton, Florida, the Parties agree that all other actions relating to claims, disputes, and other matters in controversy (“Dispute”) arising directly or indirectly out of or related the Executive’s employment with and/or separation from the Company, and/or this Agreement or the breach thereof, whether contractual or non-contractual, shall be resolved exclusively through mandatory, binding arbitration, unless otherwise provided for under this Agreement. Binding arbitration under this Agreement shall be conducted before a neutral arbitrator selected by both Parties from JAMS in Boca Raton, or another location that may be mutually-agreed upon by the Parties in writing. A request for arbitration must be submitted within ten (10) days of a Dispute. After a request for arbitration is submitted, the Parties will promptly select a date or dates for arbitration. Thereafter, JAMS administration will give to the Parties the names of five arbitrators who are qualified, not conflicted, and can hear the matter on the date(s) selected. Each Party will independently rank each arbitrator from one to five, with one representing the most desirable arbitrator and five representing the least desirable arbitrator and will forward such ranking to JAMS administration confidentially. JAMS will then select the arbitrator with the highest combined rank. Where the dispute proceeds to actual arbitration, the Parties agree: (i) to engage in a one-day arbitration; (ii) to exchange documents in advance of such arbitration; and (iii) to

limit each Party to one (1) deposition at the arbitration. For all disputes arbitrated in this manner, the arbitrator shall, within thirty (30) days after the conclusion of the arbitration, issue a brief written opinion setting forth the factual and legal findings and conclusions on which his or her decision is based. The arbitrator retains the right to adjust the amount of discovery or the related procedures in accordance with JAMS procedures and applicable law. The arbitrator will be empowered to award either Party any remedy at law or equity that the Party would otherwise have been entitled to have the matter been litigated in court including, but not limited to, general, special, and punitive damages, injunctive relief, costs and attorney’s fees. The arbitrator shall have no jurisdiction to issue any award contrary to or inconsistent with the law.

Attorney’s Fees; Compelling Arbitration.
In any action between the Parties arising out of or connected with this Agreement (including arbitration), the prevailing party as determined by the fact finder (the “Prevailing Party”) in such action shall be awarded, in addition to any damages, injunctions, or other relief, its costs and expenses, not limited to taxable costs, and reasonable attorneys’, accountants’ and experts’ fees, and costs, unless otherwise stipulated in this Agreement. The determination to award (or not award) costs, expenses and reasonable, attorneys’, accountants’, and experts’ fees shall be reasonably determined by a fact finder.
With respect to any claim required to be submitted to arbitration under this Agreement, should any Party institute any legal action or administrative proceeding against the other by any method other than by arbitration in accordance with the terms of this Agreement, then the responding Party shall be entitled to recover from the initiating Party all costs, expenses, and attorney’s fees incurred as a result of such action, including all costs, expenses, and attorney’s fees incurred in connection with a motion or petition to compel arbitration. If as a result of such motion or petition, a court compels arbitration pursuant to this Agreement, then the Party seeking that order shall be entitled to its attorney’s fees and costs incurred in pursuing that order or petition, and the court issuing the order or petition shall have jurisdiction to award such fees and costs immediately following the issuance of that order or petition and before the commencement or completion of the arbitration, without regard to whether the Party that successfully compels arbitration ultimately prevails on the claims to be arbitrated.
Choice of Law; Venue. This Agreement shall be deemed to have been made in Florida. Except for Section 20, which shall be governed by Massachusetts law, this Agreement shall be governed by and construed in accordance with the laws of Florida without giving effect to conflict of law principles. The Executive agrees that subject to the arbitration provision in Section 36 above, any legal action relating to the terms of this Agreement that is not covered by or subject to the arbitration provision of this Agreement, shall be commenced in Palm Beach County, Florida in a court of competent jurisdiction, and that venue for such actions shall lie exclusively in Palm Beach County Florida.
Amendment. This Agreement may be amended or modified only by a writing executed by the Executive and the Chair of the Board, acting on behalf of the Board.
Waiver of Breach. The Executive understands that a breach of any provision of this Agreement may only be waived by the Board. Waiver by either Party of a breach of any

provision of this Agreement shall not operate or be construed by the other Party as a waiver of any subsequent breach.

Captions. The headings in this Agreement are for reference only and shall not alter or otherwise affect the meaning of this Agreement.
Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, and the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.
Confidentiality. The Executive agrees that he will not disclose the terms of this Agreement except as may be required to comply with this Agreement, to comply with legal process or as permitted or required under applicable law, or to enforce the obligations established by the Agreement. Either Party may disclose this Agreement as part of an action to enforce the Agreement. Notwithstanding, the Executive understands that he may disclose the terms of this Agreement to his attorneys, accountants, and immediate family members, provided that the Executive ensures any such person(s) to whom any such disclosure is made maintain the disclosed information in confidence. Nothing in this Section is intended to prohibit or restrict any disclosure permitted under applicable law.
Not Construed Against Drafter. The Executive acknowledges and agree that the essential terms and conditions contained in this Agreement were mutually negotiated between the Parties. No ambiguity in this Agreement shall be construed or interpreted against the preparer of this Agreement, as the Parties, both being represented by counsel or having the opportunity to consult with counsel and having had the opportunity to review and understand the terms herein, entered into this Agreement voluntarily and knowingly.
Assignment. This Agreement shall inure to the benefit of the Company and any successor or assign of the Company by reorganization, merger, consolidation or liquidation and any assignee of all or substantially all of the business or assets of the Company. The Company requires the personal services of the Executive hereunder and the Executive may not assign this Agreement or delegate any duties hereunder.
Protected Disclosures. The Executive understands that nothing contained in this Agreement limits the Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company. The Executive also understands that nothing in this Agreement limits the Executive’s ability to share compensation information concerning the Executive or others, except that this does not permit the Executive to disclose compensation information concerning others that the Executive obtains because the Executive’s job responsibilities require or allow access to such information.
Non-Disparagement. The Executive will not make any statements, whether verbally or in writing (including in electronic communications) that are professionally or

personally disparaging of, or adverse to the interests of, the Company or its officers, executives, directors, employees, or consultants. The Company will instruct its Board of Directors not to make any statement that is professionally or personally disparaging of the Executive.

Notices. Any notices, requests, demands and other communications provided for in this Agreement shall be in writing and shall be effective when delivered (i) by electronic mail and (ii) in person or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Parties at the following addresses, or as the Parties may designate in writing:

Company:

Bright Mountain Media, Inc. 6400 Congress Avenue

Boca Raton, Florida 33487 Attention; John-Paul Sardi

Executive:

Matthew Drinkwater

15 Garrison Road Apartment 3

Brookline, MA 02445

Execution. This Agreement and any amendments thereto shall be executed in duplicate copies (i) on behalf of the Executive personally and (ii) on behalf of the Company, by the John-Paul Sardi, General Counsel. Each duplicate shall be deemed an original, but both duplicate originals shall together constitute one and the same instrument.

[Signatures on following page]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement.

Bright Mountain Media, Inc.

By: John-Paul Sardi

Title: General Counsel

I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. BY SIGNING BELOW, I CERTIFY THAT (I) I WAS PROVIDED WITH AT LEAST TEN BUSINESS DAYS BEFORE THE EFFECTIVE DATE TO REVIEW THIS AGREEMENT AND (II) I HAVE BEEN ADVISED BY THE COMPANY THAT I HAVE THE RIGHT TO CONSULT WITH COUNSEL PRIOR TO SIGNING THIS AGREEMENT, AND THAT I HAVE HAD THE OPPORTUNITY TO DO SO.

EXECUTIVE

By: Matthew Drinkwater

EXHIBIT A

To: COMPANY

From: Matthew Drinkwater Date: SUBJECT: Prior Inventions

The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:

No inventions or improvements
See below:
Additional sheets attached

The following is a list of all patents and patent applications in which I have been named as an inventor:

None
See below:

EXHIBIT B

	Values in blue text are input values
	Values in grey cells contain notes or functions
	Values in black text are calculations
STI MODEL
Position:	CEO
Base	400,000
Target Bonus %	100%
Target	400,000
Threshold	50%
Cap	150%
Include Cap	No
nvididual Threshold	0%
		Weight	Achievement	chievement %	Base Payout
1		40%			160,000
	Corporate Adjusted EBITDA*	20%	$8,000,000	177.78%
	Rule of 40% Revenue growth + Adjusted EBITDA Margin	20%	50%	125.00%
2		40%			160,000
	Close sale of Wild Sky Media Assets ex. Mom.com	10%<br><br>10%	$1,200,000<br><br>$1,700,000	60.00%
	Close sale of Mom.com website			170.00%
	Execute and finance a meaningful acquisition where "meaningful" is defined below**	20%	$5,000,000	166.67%
3
	Secure 10 new clients using multiple products across the portfolio***	20%	8	100%	80,000
	***If AI implementation is demonstrated in (3A), e.g. even if just MVP, a kicker will be applied			25%
	TOTAL	100%
*Corporate Adjusted EBITDA = EBITDA + SBC + one-off unusual expenses
**Target company generates X million in incremental revenue to BMTM and at least X million to XX in incremental EBITDA or will deliver these thresholds in FY25
***Material use of AI to drive cross platform acuisition will result in 25% (20,000) on Individual Personal
Options
equity components may be modified to include RSUs.

All values are in US Dollars.

EX-14.1

EXHIBIT 14.1

Bright Mountain Media, Inc.

Code of Business Conduct and Ethics

Introduction

This Code of Business Conduct and Ethics (the “Code”), adopted by the Board of Directors, as revised, on February 6, 2018, covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all officers, directors and employees of Bright Mountain Media, Inc., a Florida corporation (“BMTM” or the "Company"). All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code must also be followed by the Company’s contractors, including business partners, consultants, agents and representatives.

Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment or termination of a business relationship. If you are in a situation that you believe may violate or lead to a violation of this Code, you should seek guidance from your supervisor, an officer of the Company, the Director of Administration, or the Hotline.

Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation upon which our ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation, or alternatively, seek guidance from an officer of the Company, the Director of Administration, or the Hotline.

Conflicts of Interest

Conflicts of interest are strictly prohibited. A “conflict of interest” exists when a person’s private interests interfere in any way with the interests of the Company. A conflict situation can arise when an officer, director, employee or contractor takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an officer, director, employee or contractor, or members of his or her family, receive improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, officers, directors, employees, contractors and/or their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. This prohibition extends to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management.

Any officer, director, employee or contractor who becomes aware of a conflict or potential conflict of interest should report the matter to your supervisor, an officer of the Company, the Director of Administration or the Hotline.

Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.

Corporate Opportunities

Directors, officers, employees and contractors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain and no employee may compete with the Company, directly or indirectly.

Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer, employee and contractor should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company officer, director or employee and/or family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.

Record-Keeping and Reporting

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company’s Controller or Chief Financial Officer.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to applicable legal requirements and to the Company’s systems of accounting and internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable laws or regulations.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consult your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. No employee, officer or director shall use Company computers, including access to the internet, for personal or non-Company business.

Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, officers, directors, employees and contractors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.

Protection and Proper Use of Company Assets

All officers, directors and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation.

The obligation of officers, directors, employees and contractors to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights as well as business,

marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or criminal penalties.

Payments to Government Personnel

The United States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U. S. government personnel. The promise, offer or delivery to an official or employee of the U. S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

Waivers of the Code of Business Conduct and Ethics

Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.

Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in a particular situation. It is the Company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct and the failure to do so could serve as grounds for termination. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

CODE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

OF BRIGHT MOUNTAIN MEDIA CORPORATION

Bright Mountain Media, Inc., a Florida corporation (the "Company") has a Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. The Chief Executive Officer (CEO) and senior financial officers of the Company, including its Chief Financial Officer and Principal Accounting Officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers of the Company are also subject to the following specific policies:

The CEO and senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings required to be made by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the CEO and each senior financial officer to promptly bring to the attention of the Board of Directors, any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise impairs the ability of the Company to make full, fair, accurate, timely and understandable public disclosures.
The CEO and each senior financial officer shall promptly bring to the attention of the Company’s Board of Directors, any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of any of the aforementioned and subsequent additional policies (Items 1-4 (above) and 5 (below)).
The Board of Directors shall determine or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of
Business Conduct and Ethics and of the additional policies by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrong-doing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to the aforementioned additional policies and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrence, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

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 10, 2025, (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, 2024, which appear in this Form 10-K.

/s/ WithumSmith+Brown, PC
New York, New York

March 10, 2025

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, 2024 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 10, 2025	/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, 2024 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 10, 2025	/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, 2024 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 10, 2025	/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, 2024 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 10, 2025	/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

, 2024

☐ 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

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TABLE OF CONTENTS

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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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

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Our Strategy

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Market Challenge

Industry Outlook

Impact on the U.S. Market

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Intellectual Property

Technology and Product Platforms (Including URLs)

Competition

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Customers

Regulatory Environment

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Human Capital

History of Our Company

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Available Information

ITEM 1A. RISK FACTORS

Summary of Principal Risk Factors

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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.

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

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.

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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.

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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.

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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.

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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.

FOR THE TRANSITION PERIOD FROM TO