UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 30, 2025


Outbrain Inc.
(Exact name of registrant as specified in its charter)


Delaware
  
001-40643
  
20-5391629
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)

111 West 19th Street
New York, NY 10011
(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (646) 867-0149

N/A
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common stock, par value $0.001 per share
  
OB
  
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐


Introductory Note.

As previously disclosed, on February 3, 2025, Outbrain Inc. (“Outbrain”) consummated the acquisition (the “Acquisition”) of all of the issued and outstanding equity interests of TEADS from Altice Teads S.A. On February 11, 2025, OT Midco Inc. (“OT Midco”), a Delaware corporation and a wholly owned subsidiary of Outbrain, completed a private offering of $637.5 million aggregate principal amount of its 10.000% Senior Secured Notes due 2030 (the “Notes”). The Notes were issued pursuant to an indenture dated as of February 11, 2025 (the “Indenture”), among OT Midco, Outbrain, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and security agent (the “Security Agent”), and the guarantors named therein. The proceeds from the Notes were used, together with cash on hand, to repay in full and cancel the indebtedness incurred under the senior secured bridge facility that was used to finance and pay costs related to the Acquisition and to pay fees and expenses in connection with the offering of the Notes and the refinancing of the senior secured bridge facility. As previously disclosed, the Notes are required to be guaranteed, jointly and severally on a secured, unsubordinated basis by Outbrain and each existing and future wholly-owned subsidiary of Outbrain that becomes a borrower, issuer or guarantor under Outbrain’s super senior secured revolving credit facility, including, as agreed at the time of the Notes issuance, certain direct and indirect subsidiaries of Outbrain in Australia, England and Wales, Canada, Germany, Mexico, Singapore, Switzerland, Luxembourg, Japan, Italy, France and Israel.

Item 8.01. Other Events.

On May 30, 2025, (i) OT Midco, Teads Australia Pty Ltd, the Trustee and the Security Agent entered into the first supplemental indenture (the “First Supplemental Indenture”) to the Indenture, (ii) OT Midco, the guarantors named therein (the “Second Supplemental Indenture Guarantors”), the Trustee and the Security Agent entered into the second supplemental indenture (the “Second Supplemental Indenture”) to the Indenture, (iii) OT Midco, Outbrain Italy S.r.l., the Trustee and the Security Agent entered into the third supplemental indenture (the “Third Supplemental Indenture”) to the Indenture and (iv) OT Midco, Teads Mexico, S. de R.L. de C.V., the Trustee and the Security Agent entered into the fourth supplemental indenture (the “Fourth Supplemental Indenture”). On June 3, 2025, OT Midco, TEADS, video intelligence AG, OT Swiss Financing GmbH, Teads Schweiz GmbH, the Trustee and the Security Agent entered into the fifth supplemental indenture (the “Fifth Supplemental Indenture” and, together with the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Supplemental Indentures”) to the Indenture. Teads Mexico, S. de R.L. de C.V., together with Teads Australia Pty Ltd, Outbrain Italy S.r.l.,  TEADS, video intelligence AG, OT Swiss Financing GmbH, Teads Schweiz GmbH and the Second Supplemental Indenture Guarantors are referred to as the “Originally Agreed Guarantors”. Pursuant to the Supplemental Indentures, the Originally Agreed Guarantors have now been formally added as guarantors, jointly and severally on a secured, unsubordinated basis, of the Notes.

The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indentures, which are attached as Exhibit 4.1, 4.2, 4.3, 4.4 and 4.5 to this Current Report on Form 8-K and which are incorporated by reference herein.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
  
Description
     
 
     
 
     
 
     
 
     
 
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Outbrain has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

  OUTBRAIN INC.  
       
Date: June 3, 2025
By:
/s/ David Kostman  
    Name: David Kostman  
    Title: Chief Executive Officer  
       


Exhibit 4.1
EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 1, 2025 among TEADS AUSTRALIA PTY LTD ACN 635 531 869 (the “New Guarantor”), OT MIDCO INC., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (in such capacity, the “Trustee”) and as security agent under the indenture referred to below (in such capacity, the “Security Agent”).

W I T N E S S E T H :

WHEREAS, the Issuer, the Trustee and the Security Agent have heretofore executed an indenture, dated as of February 11, 2025 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 10.000% Senior Secured Notes due 2030 (the “Notes”), initially in the aggregate principal amount of $637,500,000;

WHEREAS, Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall guarantee the Guaranteed Obligations; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Security Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, the Trustee and the Security Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.          Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.          Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors, to guarantee the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by (and be entitled to the benefits of) all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.          No Recourse Against Others. No director, officer, partner, employee, incorporator, manager, shareholder or stockholder or other owner of Equity Interests of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Indenture or the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

4.          Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 13.02 of the Indenture.


5.          Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

6.          Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7.          Trustee and Security Agent Makes No Representation. The Trustee and the Security Agent each accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee and the Security Agent and providing for the indemnification of the Trustee and the Security Agent. Without limiting the generality of the foregoing, neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the New Guarantor, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and the New Guarantor or (iv) the consequences of any amendment herein provided for, and the Trustee and the Security Agent each makes no representation with respect to any such matters.

8.          Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

9.          Effect of Headings. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

  OT MIDCO INC, as Issuer  
       

By:
/s/ David Kostman  
    Name: David Kostman
  
    Title: Chief Executive Officer and President
  





Executed in accordance with section 127 of the
Corporations Act 2001 by Teads Australia Pty
Ltd ACN 635 531 869:



    
/s/ Hugues Antoine Malejac
   /s/ Matthew David Ashley
Director
  
Director/Secretary
 
Hugues Antoine Malejac
 
Matthew David Ashley
Print Name
Print Name






  U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee and as Security Agent  
       

By:
/s/ Wally Jones  
    Name: Wally Jones
  
    Title: Vice President
  
       



Exhibit 4.2
EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 30, 2025 among TEADS CANADA ULC, OUTBRAIN FRANCE SAS, TEADS DEUTSCHLAND GMBH, OUTBRAIN ISRAEL LTD, OUTBRAIN JAPAN K.K., TEADS JAPAN K.K., TEADS SINGAPORE PTE. LTD., (each a “New Guarantor” and collectively, the “New Guarantors”), OT MIDCO INC., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (in such capacity, the “Trustee”) and as security agent under the indenture referred to below (in such capacity, the “Security Agent”).

W I T N E S S E T H :

WHEREAS, the Issuer, the Trustee and the Security Agent have heretofore executed an indenture, dated as of February 11, 2025 (as amended, restated, amended and restated, supplemented or modified from time to time, the “Indenture”), providing for the issuance of the Issuer’s 10.000% Senior Secured Notes due 2030 (the “Notes”), initially in the aggregate principal amount of $637,500,000;

WHEREAS, Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall guarantee the Guaranteed Obligations; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Security Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the Trustee and the Security Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.          Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.          Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with all existing Guarantors, to guarantee the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by (and be entitled to the benefits of) all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.          Limitation on Guarantee.

(a)          France

(i)          Notwithstanding anything to the contrary in this Supplemental Indenture, Article XII (Guarantees) of the Indenture and the other provisions of the Indenture, the obligations and liabilities of any Guarantor incorporated under French law (each a “French Guarantor”) each in its capacity as Guarantor under the Notes Documents shall only apply insofar as required to:

(A)          guarantee the payment obligations under the Notes of its direct or indirect Subsidiaries which are or become Issuer or Guarantor from time to time under the Notes and incurred by those Subsidiaries as Guarantors (without double counting), provided that where such Subsidiary is itself a Guarantor which guarantees the obligations of a Person which is not a Subsidiary of the relevant French Guarantor, the amounts payable by such French Guarantor under this paragraph (A) in respect of the obligations of this Subsidiary as Guarantor shall be limited as set out in paragraph (B) below; and

(B)          guarantee the payment obligations under the Notes of each entity which is not a direct or indirect Subsidiary of that French Guarantor, provided that in each case such guarantee shall be limited to the payment obligations of the Issuer or Guarantor under the Notes provided that these shall not exceed an amount equal to the aggregate of all amounts made available under the Notes and on-lent (directly or indirectly by way of intra-group loans or similar arrangements) to such French Guarantor or any of its Subsidiaries and outstanding at the time of the claim pursuant to such Guarantee against such French Guarantor (such amount being the “French Maximum Guaranteed Amount”).

It being specified that any payment made by such French Guarantor in accordance with paragraph (B) above in respect of the obligations of the Issuer or any other Guarantor shall reduce pro tanto the outstanding amount of the intercompany loans or similar intercompany debt (if any) due by such French Guarantor to the Issuer or that other Guarantor under the intercompany loan arrangements or similar arrangements referred to above. For the avoidance of doubt, any payment made by a French Guarantor in respect of the payment obligations of a Guarantor referred to in paragraph (B) above shall reduce the French Maximum Guaranteed Amount.

No French Guarantor shall secure liabilities under the Notes which would result in such French Guarantor not complying with French financial assistance rules as set out in Article L.225-216 of the French Code de commerce and/or would constitute a misuse of corporate assets within the meaning of Articles L.241-3, L.242-6 and L.244-1 of the French Code de commerce or any other law or regulations having the same effect, as interpreted by French courts.

Notwithstanding any provision to the contrary in this Supplemental Indenture, the undertakings and covenants made under this Supplemental Indenture by each French Guarantor shall be made for itself and for each of its Subsidiaries only.

(b)          Germany

(i)          Definitions.  For the purposes of this paragraph (b):

“German Debtor” means a New Guarantor incorporated or established in Germany.

“Group” means the Company, the Issuer and each of the Issuer’s Subsidiaries from time to time.

“Guarantee” means any liability assumed by a German Debtor under the Indenture, including the guarantee granted under Article XII of the Indenture.

“Guarantee Demand Date” means each date upon which a demand is made against a German Debtor to make payment in respect of the Guarantee.

(ii)          Limitations relating to a GmbH Debtor.

(A)          In the case that the Guarantee is granted by a German Debtor incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) (a “GmbH Debtor”) and secures liabilities which are owed by direct or indirect shareholders of that GmbH Debtor or Subsidiaries of such shareholders (such subsidiaries not to include the GmbH Debtor and the Subsidiaries which are also subsidiaries of that GmbH Debtor), the Guarantee shall not be enforced in respect of such amount:

(1)          as is required to ensure that the amount of the relevant GmbH Debtor’s net assets, calculated as the sum of the balance sheet positions shown under section 266 sub-section (2) (A), (B), (C), (D) and (E) of the German Commercial Code (Handelsgesetzbuch) (“HGB”) less the sum of the amounts shown under balance sheet positions shown under section 266 (3) (B), (C), (D) and (E) HGB and any amounts not available for distribution to its shareholders in pursuant to section 253 sub-section (6) HGB, section 268 sub-section (8) HGB and section 272 sub-section (5) HGB and any similar provisions preventing distributions of amounts (Ausschüttungssperren) (hereinafter “net assets”), does not fall below the amount of its registered share capital (Stammkapital); or

(2)          where the amount of the relevant GmbH Debtor’s net assets already is below the amount of its registered share capital, as is required as to ensure that such amount is not further reduced.

(B)          The limits in paragraphs (A)(1) and (A)(2) above will not apply:

(1)          if, following the Guarantee Demand Date, the relevant GmbH Debtor does not provide financial statements in accordance with paragraphs (D) and (E) below; or

(2)          if and to the extent the relevant GmbH Debtor holds on the Guarantee Demand Date a fully recoverable indemnity claim or claim for refund (vollwertiger Gegenleistungs- oder Rückgewähranspruch) against its shareholder that can be accounted for in the balance sheet of the relevant GmbH Debtor at full value (vollwertig).

(C)          For the purpose of the calculation of the net assets of the relevant GmbH Debtor, the following balance sheet items shall be disregarded:

(1)          the amount of any increase of the relevant GmbH Debtor’s registered share capital after the date of this Supplemental Indenture (I) if and to the extent it has been effected without the prior written consent of the Trustee, or (II) if and to the extent that it is not fully paid up provided that the corresponding claim against the shareholders is not accounted for as an asset in the balance sheet at full value (vollwertig) of the GmbH Debtor at the Guarantee Demand Date; and

(2)          loans provided to the relevant GmbH Debtor by a member of the Group if such loans are subordinated (for the benefit of its creditors in general) or are considered as subordinated in an insolvency proceeding over its assets pursuant to section 39 sub-section 1 no. 5 of the German Insolvency Code (Insolvenzordnung) (the “German Insolvency Code”, unless a waiver of the repayment claim of the relevant member of the Group granting such loan, the contribution of such repayment claim in the capital reserves of the relevant GmbH Debtor, and any other way of extinguishing the loan (e.g. by assignment to the borrower under that loan) would violate mandatory legal restrictions applicable to the relevant member of the Group and provided that, if such member of the Group is a Guarantor, the corresponding amount of the payment claim of that member of the Group shall be disregarded when calculating the net assets (if applicable) of that member of the Group in connection with the enforcement of the Guarantee created by that member of the Group. The first sentence of this paragraph (ii)(C)(2) shall not apply if the Trustee notifies the respective GmbH Debtor that it elects to enforce the Guarantee against that other member of the Group and the aforementioned payment claim is taken into account when calculating that other member of the Group’s net assets (if applicable) available for such enforcement.


(D)          The relevant GmbH Debtor shall deliver (within fifteen (15) Business Days following the Guarantee Demand Date) to the Trustee a notification stating that and to which extent the amount payable in respect of the Guarantee shall be limited in accordance with paragraphs (ii)(A)(1) and (ii)(A)(2) above and taking into account the adjustments in paragraph (ii)(C) above, such notification to be supported by evidence reasonably satisfactory to the Trustee, i.e. interim financial statements (Stichtagsbilanz) showing the balance sheet positions mentioned in paragraph (ii)(A)(1) above (taking into account the adjustments in paragraph (ii)(C) above) as of the date on which the enforcement of the obligations under the Guarantee is sought (as set forth above, the “Management Determination”).

(E)          Following the Trustee’s receipt of the Management Determination, upon the Trustee’s request (acting reasonably) (the “Trustee’s Request”), the relevant GmbH Debtor will deliver (within thirty (30) Business Days following receipt of the Trustee’s Request) to the Trustee an up-to-date balance sheet drawn-up by the auditors of any relevant GmbH Debtor (the “Auditors”) together with a determination of the net assets. Such balance sheet and determination of net assets shall be prepared in accordance with accounting principles pursuant to the HGB, be based on the same principles that were applied when establishing the previous year’s balance sheet and take into account the adjustments in paragraph (ii)(C) above. The determination by the Auditors (as set forth above, the “Auditors’ Determination”) pertaining to the relevant GmbH Debtor shall be prepared as of the Guarantee Demand Date.

(F)          The Trustee shall be entitled to demand payment under the Guarantee in an amount which would, in accordance with the Management Determination or, if applicable and taking into account any previous enforcement in accordance with the Management Determination, the Auditors’ Determination, not cause the relevant GmbH Debtor’s net assets to be reduced below the registered share capital of the relevant GmbH Debtor or further reduced if already below such registered share capital. If (x) and to the extent the net assets as determined by the Auditors’ Determination are lower than the net assets as determined by the Management Determination or (y) any amounts in respect of the Guarantee have been enforced without regard to the limitations set out in (A)(1) and (A)(2) above because (α) the Management Determination was not delivered within the relevant time frame or (β) the Auditors’ Determination was not delivered within the relevant time frame but has been delivered within twenty (20) Business Days following the due date for the delivery of the Auditors’ Determination, the Trustee shall without undue delay repay to the relevant GmbH Debtor upon written demand of the relevant GmbH Debtor any amount (if and to the extent already paid to the Trustee) (I) in the case of (x) above, equal to the difference between the amount paid and the amount payable resulting from the Auditors’ Determination, and (II)  in the case of (y) above, which the Trustee would not have been entitled to enforce had the Management Determination and the Auditors’ Determination been delivered in time provided such demand for repayment is made to the Trustee within six (6) months (Ausschlussfrist) from the date the Guarantee is enforced. The Trustee may withhold any amount received pursuant to an enforcement of this Guarantee until final determination of the amount of the net assets pursuant to the Auditors’ Determination.


(G)        If pursuant to the Auditors’ Determination the amount of the available net assets is higher than that set out in the Management Determination, the relevant GmbH Debtor shall pay such amount to the Trustee within three (3) Business Days after receipt of the Auditors’ Determination.

(H)         In a situation where the relevant GmbH Debtor does not have sufficient net assets to maintain its registered share capital, the relevant GmbH Debtor shall within three (3) months after a written request by the Trustee, to the extent commercially justifiable, dispose of all assets which are not necessary for its business (nicht betriebsnotwendig) where the relevant assets are shown in the balance sheet of the relevant GmbH Debtor with a book value which (in the reasonable opinion of the Trustee) is significantly lower than the market value of such assets. After the expiry of such three (3) month period, the GmbH Debtor shall, within three (3) Business Days, notify the Trustee of the amount of the net proceeds from the sale and submit a statement with a new calculation of the amount of the net assets of the relevant GmbH Debtor taking into account such proceeds. Such calculation shall, upon the Trustee’s request (acting reasonably), be confirmed by one of the Auditors of the relevant GmbH Debtor within a period of twenty (20) Business Days following the request.

(iii)          Limitations relating to a GmbH & Co. KG Debtor.

The limitations regarding a GmbH Debtor shall apply mutatis mutandis if a Guarantee is granted by a German Debtor established in Germany as a limited liability partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as a general partner (Komplementär) (GmbH & Co. KG) (a “GmbH & Co. KG Debtor”) in relation to the limited liability company (GmbH) as general partner (Komplementär) of that GmbH & Co. KG Debtor.

(c)          Israel

(i)          Notwithstanding anything to the contrary in the Indenture, with respect to any New Guarantor that is organized under the laws of Israel (an “Israeli Guarantor”):

(A)          If at any time a third party that is not an Affiliate, partner (general or limited), member, shareholder, manager, officer, director, employee, representative, agent, successor or assignee of any Grantor shall claim that the execution of this Supplemental Indenture by, or the enforcement of the guarantee of the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Indenture (the “Guarantee Provisions”) against, an Israeli Guarantor constitutes a “distribution” prohibited under the Israeli Companies Law, such claim (if pertaining to the enforcement of the Guarantee Provisions) shall in no way be considered a breach of any representation or undertaking made by any Grantor pursuant to the terms of any Notes Document. In the event that such a claim is made, the applicable Israeli Guarantor shall promptly use its reasonable best efforts to either challenge such claim or lawfully permit such distribution, including by way of filing proceedings with a court of competent jurisdiction to permit such “distribution”, and any related costs and expenses for such actions shall be borne exclusively by such Israeli Guarantor. At such time that such Israeli Guarantor becomes aware of such claim, it shall promptly notify the Trustee of any such claim and shall in good faith consult with the Trustee regarding any actions to be taken by it to extinguish such claim.


(B)        To the fullest extent permitted by law, each Israeli Guarantor hereby irrevocably waives all rights, protections, privileges and defenses available to it under the Israeli Guarantee Law 5727-1967 (the “Guarantee Law”), including but not limited to: (a) any right under Section 5 of the Guarantee Law to be released or have its obligations modified due to any reduction in the Guaranteed Obligations or any other modification of the terms thereof; (b) any defense under Section 6 of the Guarantee Law relating to the Noteholders’ actions or omissions causing non-fulfillment of Guaranteed Obligations or the Noteholders’ actions causing the expiration of any other security provided for the Guaranteed Obligations; (c) any defense under Section 7 of the Guarantee Law that would be available to the Issuer against the Noteholders in connection with the Guaranteed Obligations; (d) the requirement under Section 8 of the Guarantee Law that the Noteholders first demand payment from the Issuer before pursuing such Israeli Guarantor, including all exceptions listed in Section 8(1)-(3) of the Guarantee Law; (e) any right under Section 9 of the Guarantee Law to seek reimbursement from the Issuer; and (f) any rights under Section 15 of the Guarantee Law to cancel, modify or limit the applicability of the Guarantee Provisions to future obligations.

(C)          Each Israeli Guarantor acknowledges that it is a corporation, not an “Individual Guarantor” as defined in Section 19 of the Guarantee Law, and therefore the protections of Chapter B of the Guarantee Law do not apply to it.

(D)          For clarity, the waivers in Section 3.1.2 above apply only to the extent such rights and defenses are waivable under applicable law.

(E)       Each Israeli Guarantor represents that in its corporate approvals contained a confirmation that as to the adequate corporate benefit for such Israeli Guarantor for this Supplemental Indenture and for the Liens on the Collateral granted by such Israeli Guarantor in favor of the Security Agent.

(d)          Japan

(i)          In this Section 3(c), “Japanese New Guarantors” means the New Guarantors incorporated under the laws of Japan.

(ii)         Notwithstanding anything to the contrary contained in this Supplemental Indenture and the Indenture, any interest, commissions and fees payable by a Japanese New Guarantor under this Supplemental Indenture and the Indenture are subject to the limitations imposed by the Interest Rate Limitation Law (Law No. 100 of 1954, as amended), the Law Concerning Regulation of Acceptance of Contribution, Deposit and Interest, etc. (Law No. 195 of 1954, as amended), the Money Lending Business Law (Law No. 32 of 1983, as amended) or the Temporary Interest Rate Adjustment Law (Law No. 181 of 1947, as amended) (collectively, the “Interest Rate Laws”).


(iii)          As Interest Rate Laws may be deemed to be a matter of public policy, it is likely that any interest, commissions and fees payable by a Japanese New Guarantor under this Supplemental Indenture and the Indenture, and the obligations and liabilities of a Japanese New Guarantor under this Supplemental Indenture and the Indenture, shall be subject to limitations imposed by the Interest Rate Laws.

4.        No Recourse Against Others. No director, officer, partner, employee, incorporator, manager, shareholder or stockholder or other owner of Equity Interests of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Indenture or the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

5.          Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.02 of the Indenture.

6.          Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

7.         Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.          Trustee and Security Agent Makes No Representation. The Trustee and the Security Agent each accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee and the Security Agent and providing for the indemnification of the Trustee and the Security Agent. Without limiting the generality of the foregoing, neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the New Guarantors, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and the New Guarantors or (iv) the consequences of any amendment herein provided for, and the Trustee and the Security Agent each makes no representation with respect to any such matters.

9.        Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

10.       Effect of Headings. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here.



[Remainder of page intentionally left blank.]


IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

  OT MIDCO INC, as Issuer  
       

By:
/s/ David Kostman
  
    Name: David Kostman  
    Title: Chief Executive Officer and President
  
       



  OUTBRAIN ISRAEL LTD, as a Guarantor  
       

By:
/s/ Ori Lahav
  
    Name: Ori Lahav  
    Title: Director
  



By:
/s/ Asaf Porat  
    Name: Asaf Porat
  
    Title: Director
  
       







  TEADS CANADA ULC, as a Guarantor  
       

By:
/s/ Jeremy Arditi
  
    Name: Jeremy Arditi  
    Title: Director, President and Chief Executive Officer
  
       



  OUTBRAIN FRANCE SAS, as a Guarantor  
       

By:
/s/ Alexander Rudolf Erlmeier
  
    Name: Alexander Rudolf Erlmeier
 
    Title: President
  
       



  TEADS DEUTSCHLAND GMBH, as a Guarantor  
       

By:
/s/ Liesbeth Mack-de Boer  
    Name: Liesbeth Mack-de Boer
  
    Title: Managing Director
  
       



  OUTBRAIN JAPAN K.K., as a Guarantor  
       

By:
/s/ Masashi Naito
  
    Name: Masashi Naito
 
    Title:
Director and Representative
Director President
  
       



  TEADS JAPAN K.K., as a Guarantor  
       

By:
/s/ Hugues Malejac
  
    Name: Hugues Malejac  
    Title:
Director & Representative
Director President
  
       



  TEADS SINGAPORE PTE. LTD., as a Guarantor
       

By:
/s/ Sung Seung Joon
  
    Name: Sung Seung Joon
 
    Title: Director
  
       



  U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee and as Security Agent
       

By:
/s/ Wally Jones
  
    Name: Wally Jones
  
    Title: Vice President
  
       


Exhibit 4.3
To be executed by way of exchange of correspondence


THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 30, 2025 among OUTBRAIN ITALY S.R.L. (the “New Guarantor”), OT MIDCO INC., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (in such capacity, the “Trustee”) and as security agent under the indenture referred to below (in such capacity, the “Security Agent”).

W I T N E S S E T H :

WHEREAS, the Issuer, the Trustee and the Security Agent have heretofore executed an indenture, dated as of February 11, 2025 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 10.000% Senior Secured Notes due 2030 (the “Notes”), initially in the aggregate principal amount of $637,500,000;

WHEREAS, Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall guarantee the Guaranteed Obligations; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Security Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, the Trustee and the Security Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.          Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.          Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to guarantee the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by (and be entitled to the benefits of) all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.          Limitation on Guarantee. For the purposes of this paragraph 3:
 
“Italian Banking Law” means the Italian Legislative Decree No. 385 of 1 September 1993, as subsequently amended and supplemented.

“Italian Civil Code” means the Italian Civil Code (Codice Civile) enacted by Royal Decree No. 262 of 16 March 1942, as subsequently amended and/or supplemented.

“Italian Usury Law” means the Italian law of 7 March 1996 No. 108 (Disposizioni in materia di usura), as subsequently amended and supplemented, and any related implementing regulations.

“Subsidiary” means a direct or indirect subsidiary according to article 2359, paragraph 1, numbers 1 and/or 2, of the Italian Civil Code (or such other provision as may replace this provision).

To be executed by way of exchange of correspondence


(a)          Notwithstanding any other provisions to the contrary in this Supplemental Indenture and/or in any other Notes Documents, the obligations and liabilities of the New Guarantor as Guarantor shall not exceed at any time an amount equal to the aggregate principal amount of any intercompany loans or other financial support in any form (for the avoidance of doubt, not including equity contributions (capitale e riserve)), advanced or made available to the New Guarantor (or any of its direct or indirect Subsidiaries) by the Issuer (whether directly or indirectly) on or following the Issue Date, and outstanding at the time of the enforcement of the Guarantee, in each case and in any event subject to clause 30 (Guarantee Limitations) of the Intercreditor Agreement, and provided further that, notwithstanding any provisions of this Supplemental Indenture and/or the other Notes Documents to the contrary, the New Guarantor shall not be liable as a Guarantor under this Supplemental Indenture in relation to the obligations of any obligor under the Notes which is not a Subsidiary of the New Guarantor, in respect of any amount owed under the Notes and any Notes Document, in excess of an amount equal to the amount that the New Guarantor is entitled to set-off against its claims of recourse or subrogation (regresso or surrogazione) arising as a result of any payment made by the New Guarantor under the Supplemental Indenture (the “Set-Off Right”), it remaining understood that any provision establishing a deferral of Guarantors’ rights in any Note Documents, including this Supplemental Indenture, shall not prejudice, and will not apply to, the Set-Off Right.

(b)          The aggregate amount of interest in respect of the Notes guaranteed by the New Guarantor will be at any time equal to the interest then outstanding in respect of a principal amount of the Notes equal to the principal amount of the Notes guaranteed by the New Guarantor at that time.

(c)          Notwithstanding any provision to the contrary herein and/or in any other Notes Documents:

(i)          in order to comply with the provisions of Italian law in relation to financial assistance (namely, article 2358 and article 2474 of the Italian Civil Code (as the case may be)), the guarantee by the New Guarantor in respect of the Notes pursuant to this Supplemental Indenture shall not include and/or extend, directly or indirectly, to any obligation of any obligor under the Notes (for principal, interest and/or any other amount) in respect of any amount under the Notes the purpose or the actual use of which is to finance, directly or indirectly, the acquisition of the New Guarantor (or any of its direct or indirect holding companies) and/or the subscription of any shares or quota in the New Guarantor (or any of its direct or indirect holding companies) (or to refinance, directly or indirectly, any existing indebtedness incurred for such purposes) and/or the payment of any fees, costs and expenses, stamp, registration or other Taxes in connection therewith;

(ii)          in order to comply with the mandatory provisions of Italian law in relation to (i) maximum interest rates (including the Italian Usury Law and article 1815 of the Italian Civil Code), and (ii) capitalization of interests (including article 1283 of the Italian Civil Code and article 120 of the Italian Banking Law), the obligations of the New Guarantor under the Supplemental Indenture shall not include, and shall not extend to (x) any interest qualifying as usurious pursuant to the Italian Usury Law and (y) any interest on overdue amounts compounded in violation of the provisions set forth by article 1283 of the Italian Civil Code and/or article 120 of the Italian Banking Law, respectively.

(d)          Without prejudice to the paragraphs above, in any event, pursuant to article 1938 of the Italian Civil Code, the maximum amount that the New Guarantor may be required to pay in respect of its obligations as Guarantor under this Supplemental Indenture shall not exceed 120 per cent. of the original aggregate principal amount of the Notes (or its equivalent in any other currency).

(e)          The limitations set out in this paragraph 3 shall apply mutatis mutandis to any Transaction Security (as defined in the Intercreditor Agreement) created by the New Guarantor under the Transaction Security Documents (as defined in the Intercreditor Agreement).

To be executed by way of exchange of correspondence


4.          No Recourse Against Others. No director, officer, partner, employee, incorporator, manager, shareholder or stockholder or other owner of Equity Interests of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Indenture or the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

5.          Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 13.02 of the Indenture.

6.          Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

7.          Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.          Trustee and Security Agent Makes No Representation. The Trustee and the Security Agent each accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee and the Security Agent and providing for the indemnification of the Trustee and the Security Agent. Without limiting the generality of the foregoing, neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the New Guarantor, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and the New Guarantor or (iv) the consequences of any amendment herein provided for, and the Trustee and the Security Agent each makes no representation with respect to any such matters.

9.          Execution. This Supplemental Indenture may be executed by way of exchange of commercial correspondence. Delivery of a duly signed proposal and acceptance of this Supplemental Indenture by electronic mail (including pdf) and/or registered mail shall be deemed to be valid and effective for all purposes to the fullest extent permitted by applicable law.

10.          Effect of Headings. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here.

[Remainder of page intentionally left blank.]

To be executed by way of exchange of correspondence


IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

  OT MIDCO INC, as Issuer  
       

By:
/s/ David Kostman
  
    Name: David Kostman  
    Title: Chief Executive Officer and President
  
       

  OUTBRAIN ITALY S.R.L., as a Guarantor  
       

By:
/s/ Alexander Erlmeier
  
    Name: Alexander Erlmeier
 
    Title: Chairman of the Board of Directors
  
       

  U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee and as Security Agent
       

By:
/s/ Wally Jones  
    Name: Wally Jones
  
    Title: Vice President
  
       

Exhibit 4.4
EXECUTION VERSION

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 30, 2025 among TEADS MEXICO, S. de R.L. de C.V. (the “New Guarantor”), OT MIDCO INC., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (in such capacity, the “Trustee”) and as security agent under the indenture referred to below (in such capacity, the “Security Agent”).

W I T N E S S E T H :

WHEREAS, the Issuer, the Trustee and the Security Agent have heretofore executed an indenture, dated as of February 11, 2025 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of the Issuer’s 10.000% Senior Secured Notes due 2030 (the “Notes”), initially in the aggregate principal amount of $637,500,000;

WHEREAS, Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall guarantee the Guaranteed Obligations; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Security Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer, the Trustee and the Security Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

  1.          Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

  2.          Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors, to guarantee the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by (and be entitled to the benefits of) all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

  3.           Limitation on Guarantee. [intentionally omitted]

  4.         No Recourse Against Others. No director, officer, partner, employee, incorporator, manager, shareholder or stockholder or other owner of Equity Interests of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Indenture or the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  5.           Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 13.02 of the Indenture.

  6.          Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

  7.          Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

  8.          Trustee and Security Agent Makes No Representation. The Trustee and the Security Agent each accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee and the Security Agent and providing for the indemnification of the Trustee and the Security Agent. Without limiting the generality of the foregoing, neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the New Guarantor, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and the New Guarantor or (iv) the consequences of any amendment herein provided for, and the Trustee and the Security Agent each makes no representation with respect to any such matters.

  9.         Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

  10.         Effect of Headings. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here.

  11.         Submission to Jurisdiction. Notwithstanding anything to the contrary in Section 13.20 of the Indenture, with respect to any action, litigation, dispute or proceeding of any kind or description in any way relating to the Indenture, this Supplemental Indenture or the transactions contemplated herein or in the Indenture involving a Guarantor (including any New Guarantor) incorporated under Mexican law, each of the parties hereto expressly, irrevocably and unconditionally (i) agrees to submit to the exclusive jurisdiction of any state or federal court in the Borough of Manhattan in The City of New York, New York and (ii) waives the right to any other jurisdiction to which it may be entitled to by reason of its present or future domicile, or for any other reason.

[Remainder of page intentionally left blank.]

2

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

3

 
 OT MIDCO INC, as Issuer
       

By:
/s/ David Kostman
  
    Name: David Kostman
 
    Title: Chief Executive Officer and President
  
       


4

 
 TEADS MEXICO, S. DE R.L. DE C.V., as a Guarantor
       

By:
/s/ José Carlos Soto Vega
  
    Name: José Carlos Soto Vega  
    Title: Attorney-In-Fact
 
       


5

 
 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee and as Security Agent
       

By:
/s/ Wally Jones
  
    Name: Wally Jones
 
    Title: Vice President
  
       



6
Exhibit 4.5
EXECUTION VERSION

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 3, 2025 among TEADS, VIDEO INTELLIGENCE AG, TEADS SCHWEIZ GMBH, OT SWISS FINANCING GMBH (each a “New Guarantor” and collectively, the “New Guarantors”), OT MIDCO INC., a Delaware corporation (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (in such capacity, the “Trustee”) and as security agent under the indenture referred to below (in such capacity, the “Security Agent”).

W I T N E S S E T H :

WHEREAS, the Issuer, the Trustee and the Security Agent have heretofore executed an indenture, dated as of February 11, 2025 (as amended, restated, amended and restated, supplemented or modified from time to time, the “Indenture”), providing for the issuance of the Issuer’s 10.000% Senior Secured Notes due 2030 (the “Notes”), initially in the aggregate principal amount of $637,500,000;

WHEREAS, Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall guarantee the Guaranteed Obligations; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Security Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the Trustee and the Security Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.         Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2.         Agreement to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with all existing Guarantors, to guarantee the Guaranteed Obligations on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by (and be entitled to the benefits of) all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.          Limitation on Guarantee.

(a)          Luxembourg

Notwithstanding anything to the contrary in this Supplemental Indenture or the Indenture, the maximum liability and exposure of any New Guarantor incorporated or formed under the law of the Grand Duchy of Luxembourg (a “Luxembourg Guarantor”) under Article XII of the Indenture for the Guaranteed Obligations of any entity that is not a direct or indirect subsidiary of the Luxembourg Guarantor, shall be limited at any time to an aggregate amount not to exceed the higher of 90% of:


(a) the Luxembourg Guarantor’s own funds (capitaux propres) (as referred to in Annex I to the grand-ducal regulation dated December 18, 2015 defining the form and content of the presentation of balance sheet and profit and loss account (the “Grand Ducal Regulation”), and enforcing the Luxembourg law of December 19, 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended) increased by all debt (dettes) (recorded in any of the categories of the debt section (dettes) of Annex I to the Grand Ducal Regulation) owed by the Luxembourg Guarantor to any of its Affiliates, each as determined as at the date of the execution of this Supplemental Indenture by the Luxembourg Guarantor; and

(b) the Luxembourg Guarantor’s own funds (capitaux propres) (as referred to in Annex I to the Grand Ducal Regulation increased by all debt (dettes) (recorded in any of the categories of the debt section (dettes) of Annex I to the Grand Ducal Regulation) owed by the Luxembourg Guarantor to any of its Affiliates, each as determined as at the date the guarantee under Article XII of the Indenture is called.

None of the above restrictions shall apply to the extent that the guarantee under Article XII of the Indenture guarantees the obligations of the Luxembourg Guarantor. This limitation shall further not apply to any amounts made available under the Notes and on-lent, or otherwise made available, to the Luxembourg Guarantor or any of its direct or indirect subsidiaries (in any form whatsoever).

The above determination of capitaux propres and dette will be made on the basis of the then latest available annual accounts of such Luxembourg Guarantor duly established in accordance with applicable accounting rules. If no duly established annual accounts are available for the relevant reference period, the relevant Luxembourg Guarantor shall promptly establish unaudited interim accounts (as of the date of the end of the then most recent financial quarter) or annual accounts (as applicable) duly established in accordance with applicable accounting rules pursuant to which the relevant Luxembourg Guarantor’s capitaux propres and dette will be determined.

Notwithstanding anything to the contrary in this Supplemental Indenture or the Indenture, the guarantee granted by each Luxembourg Guarantor under Article XII of the Indenture does not and shall not guarantee any liabilities, obligations and amounts due by any Luxembourg Guarantor under this Supplemental Indenture or the Indenture to the extent that the granting by such Luxembourg Guarantor of a guarantee for such liabilities, obligations and amounts would constitute for such Luxembourg Guarantor (i) an unlawful financial assistance violating article 1500-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Luxembourg Companies Act”), or (ii) a use of corporate assets violating article 1500-11 of the Luxembourg Companies Act (abus de biens sociaux).

(b)          Switzerland

(i)          Definitions

“Swiss Federal Tax Administration” shall mean the tax authority referred to in article 34 of the Swiss Withholding Tax Act.

“Swiss Guarantor” shall mean any New Guarantor incorporated in Switzerland (and/or having its registered office in Switzerland and/or considered to be tax resident in Switzerland for Swiss Withholding Tax purposes.

“Swiss Withholding Tax” shall mean taxes imposed under the Swiss Withholding Tax Act.


“Swiss Withholding Tax Act” shall mean the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

(ii)          Limitations on Guarantee

(A)          If and to the extent a Swiss Guarantor becomes directly or indirectly liable under this Supplemental Indenture, the Indenture or the Notes for obligations of the Issuer (the “Restricted Obligations”) and if complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under then applicable Swiss corporate law, such Swiss Guarantor’s aggregate liability for Restricted Obligations shall not exceed the amount of the Swiss Guarantor’s freely disposable equity (frei verfügbares Eigenkapital) at the time it becomes liable, including, without limitation, any statutory reserves which can be transferred into unrestricted, distributable reserves, in accordance with Swiss law (the “Freely Disposable Amount”).

(B)          This limitation shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform Restricted Obligations under this Supplemental Indenture, the Indenture or the Notes. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the Freely Disposable Amount, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity.

(C)          If the enforcement of the obligations of the Swiss Guarantor under this Supplemental Indenture, the Indenture or the Notes would be limited due to the effects referred to in this Supplemental Indenture, the Swiss Guarantor shall further, to the extent permitted by applicable law and Swiss accounting standards and upon request by the Security Agent, (i) write up or sell any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of sale, however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig) and (ii) reduce its share capital to the minimum allowed under then applicable law, provided that such steps are not prohibited under this Supplemental Indenture, the Indenture or the Notes with respect to the enforcement of the obligations of the Swiss Guarantor under this Supplemental Indenture, the Indenture or the Notes.

(D)          If and to the extent requested by the Security Agent or if and to the extent required under Swiss mandatory law applicable at the relevant time and in order to allow the secured parties to obtain a maximum benefit under the this Supplemental Indenture, the Indenture or the Notes, the Swiss Guarantor shall take and cause to be taken all and any action, including, without limitation, (i) the passing of any shareholders’ resolutions to approve any payment or other performance under this Supplemental Indenture, the Indenture or the Notes, (ii) the provision of an audited interim balance sheet, (iii) conversion of restricted reserves into profits and reserves freely available for the distribution as dividends and/or capital reductions (in each case, to the extent permitted by mandatory Swiss law), (iv) revaluation of hidden reserves (to the extent permitted by mandatory Swiss law), (v) the provision of a determination by the Swiss Guarantor of the Freely Disposable Amount based on such audited interim balance sheet, (vi) the provision of a confirmation from the auditors of the Swiss Guarantor that a payment of the Swiss Guarantor under this Supplemental Indenture, the Indenture or the Notes in an amount corresponding to the Freely Disposable Amount is in compliance with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves, and (vii) the obtaining of any other confirmations which may be required as a matter of Swiss mandatory law in force at the time the Swiss Guarantor is required to make a payment or perform other obligations under this Supplemental Indenture, the Indenture or the Notes, in order to allow a prompt payment in relation to Restricted Obligations with a minimum of limitations.


(E)          At the time it is required to make a payment under this Supplemental Indenture, the Indenture or the Notes and if Swiss Withholding Tax is required to be paid under applicable law in respect of such payment, the Swiss Guarantor (A) shall use its best efforts to ensure that such payment can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax; (B) shall deduct the Swiss Withholding Tax at such rate (being 35.00% on the date hereof) as in force from time to time if the notification procedure does not apply or shall deduct the Swiss Withholding Tax at the reduced rate resulting after discharge of part of such tax by notification if the notification procedure applies for a part of the Swiss Withholding Tax only and shall pay within the time allowed any such taxes deducted to the Swiss Federal Tax Administration; and (C) shall promptly notify the Security Agent that such notification or, as the case may be, deduction has been made, and provide the Security Agent with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration.

(F)          To the extent the Swiss Guarantor is required to deduct Swiss Withholding Tax, and if the Freely Disposable Amount is not fully utilized, the Swiss Guarantor will be required to pay an additional amount so that after making any required deduction of Swiss Withholding Tax the aggregate net amount paid to the Security Agent is equal to the amount which would have been paid if no deduction of Swiss Withholding Tax had been required, provided that the aggregate amount paid (including the additional amount) shall in any event be limited to the Freely Disposable Amount.

(G)          In the case of a deduction of Swiss Withholding Tax, the Swiss Guarantor and any other relevant party shall use its best efforts to ensure that any person that is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment under this Supplemental Indenture, the Indenture or the Notes, will, as soon as possible after such deduction (A) request a refund of the Swiss Withholding Tax under applicable law (including tax treaties), and (B) pay to the Security Agent upon receipt any amount so refunded. The Security Agent shall cooperate with the Swiss Guarantor in completing any procedural formalities necessary to secure such refund.

(iii)          Limitations on use of proceeds. The Issuer and each other Guarantor shall ensure that none of the proceeds from the Notes shall be directly or indirectly used in a manner which would constitute a harmful “use of proceeds in Switzerland” as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, unless a written confirmation or a tax ruling, in form and substance satisfactory to the Administrative Agent (as defined in the Revolving Credit Agreement) is obtained from the Swiss Federal Tax Administration confirming that the intended “use of proceeds in Switzerland” will not result in Swiss Withholding Tax consequences.


4.        No Recourse Against Others. No director, officer, partner, employee, incorporator, manager, shareholder or stockholder or other owner of Equity Interests of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Indenture or the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

5.          Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 13.02 of the Indenture.

6.          Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

7.         Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.          Trustee and Security Agent Makes No Representation. The Trustee and the Security Agent each accepts the amendments of the Indenture effected by this Supplemental Indenture on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee and the Security Agent and providing for the indemnification of the Trustee and the Security Agent. Without limiting the generality of the foregoing, neither the Trustee nor the Security Agent shall be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer and the New Guarantors, in each case, by action or otherwise, (iii) the due execution hereof by the Issuer and the New Guarantors or (iv) the consequences of any amendment herein provided for, and the Trustee and the Security Agent each makes no representation with respect to any such matters.

9.        Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. Notwithstanding the foregoing, the exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

10.        Effect of Headings. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions here.

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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

  OT MIDCO INC, as Issuer
       

By:
/s/ David Kostman
  
    Name: David Kostman
 
    Title: Chief Executive Officer and President
  
       



  TEADS, a private limited company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, having its registered office at 5, Rue de la Boucherie, L-1247 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under number B113995, as a Guarantor
       

By:
/s/ Veronica Gonzalez
  
    Name: Veronica Gonzalez  
    Title: Class A Manager
  
       



  VIDEO INTELLIGENCE AG, as a Guarantor
       

By:
/s/ Alexander Erlmeier  
    Name: Alexander Erlmeier
  
    Title: Director
  
       



  TEADS SCHWEIZ GMBH, as a Guarantor
       

By:
/s/ Aleksandar Savic  
    Name: Aleksandar Savic
  
    Title: Director
  
       




  OT SWISS FINANCING GMBH, as a Guarantor
       

By:
/s/ Alexander Erlmeier
  
    Name: Alexander Erlmeier
 
    Title: Managing Director
  
       



  U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee and as Security Agent
       

By:
/s/ Wally Jones
  
    Name: Wally Jones
  
    Title: Vice President