Common use of Delivery of Units Clause in Contracts

Delivery of Units. Upon payment of the purchase price for the Selling Unitholder Units pursuant to this Agreement, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Partnership (“DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Units), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Units and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Unitholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s share registry in accordance with its certificate of formation, partnership agreement and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Units, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Units to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediary.

Delivery of Units. Upon payment of the purchase price for the Selling Unitholder Units pursuant to this AgreementUnits, delivery (as defined in Section 8-301 of the New York Uniform Commercial Code (the “UCC”)) of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Partnership Company (“DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” claim within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), UCC to such Units), (Ai) DTC shall be a “protected purchaser,” within the meaning of Section 8-303 of the UCC, of such Units and will acquire its interest in the Units (including, without limitation, all rights that the Selling Unitholder had or has the power to transfer in such Units) free and clear of any adverse claim within the meaning of Section 8-102 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Units and (Biii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, lien or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement; for . For purposes of this representation, the Selling Unitholder may assume that when such payment, delivery (if necessary) and crediting occur, (IA) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s share unit registry in accordance with its certificate of formation, agreement of limited partnership agreement and applicable law, (IIB) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and will have established a “securities account” for the Underwriters within the meaning of Section 8-501(a) of the UCC and (IIIC) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Units, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Units to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediary.

Delivery of Units. Upon payment of the purchase price for the Units to be sold by the Selling Unitholder Units pursuant to this AgreementUnitholder, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Partnership Company (“DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in of the State of New York (the “New York UCC”), ) to such Units), (Ai) DTC shall be a “protected purchaser” of such Units within the meaning of Section 8-303 of the New York UCC, (ii) under Section 8-501 of the New York UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Units and (Biii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the New York UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement; for . For purposes of this representation, the Selling Unitholder may assume that when such payment, delivery (if necessary) and crediting occur, (IA) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s share unit registry in accordance with its certificate of formation, partnership agreement the Partnership Agreement and applicable law, (IIB) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, New York UCC and (IIIC) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the New York UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Units, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Units to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediary.

Delivery of Units. Upon payment The Company shall deliver to the holder __________ Units in accordance with the terms of the purchase price for the Selling Unitholder Units pursuant to this AgreementUnit Purchase Option and, after delivery of such Units, _____________ Units remain subject to the Unit Purchase Option. Date: _______________ __, ______ ___________________________ Name of Registered Holder Name: Title: (To assign the foregoing Unit Purchase Option, execute this form and supply required information. Do not use this form to purchase Units.) FOR VALUE RECEIVED, the foregoing Unit Purchase Option and all rights evidenced thereby are hereby assigned to (Please Print) Address: (Please Print) Dated: _______________ __, ______ Holder’s Signature: _______________________________________________ Holder’s Address: _______________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as directed it appears on the face of the Unit Purchase Option, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Unit Purchase Option. Boustead Securities, LLC (the “Representative”) 0 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Ladies and Gentlemen: The undersigned, a holder of common stock, par value $0.001 (“Common Stock”), or rights to acquire Common Stock, of Know Labs, Inc. (the “Company”) understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named a schedule to the Underwriting Agreement (the “Underwriters”), of shares of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters, to Cede & Co. the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “CedeProspectus”) or such other nominee as may be designated by The Depository Trust Partnership relating to the Public Offering (the “DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8Lock-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCCUp Period”), (1) offer, pledge, sell, contract to such Units)sell, (A) under Section 8-501 of the UCCgrant, the Underwriters will acquire a valid “security entitlement” in respect of such Units and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lienlend, or other theory) based on otherwise transfer or dispose of, directly or indirectly, any “adverse claim,” within Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters undersigned or with respect to such security entitlement; for purposes which the undersigned has or hereafter acquires the power of this representationdisposition (collectively, the Selling Unitholder may assume “Lock-Up Securities”); (2) enter into any swap or other arrangement that when such payment, delivery (if necessary) and crediting occur, (I) such Units will have been registered in the name of Cede or another nominee designated by DTCtransfers to another, in each case on the Partnership’s share registry whole or in accordance with its certificate of formationpart, partnership agreement and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 any of the UCC, (III) appropriate entries to the accounts economic consequences of ownership of the several Underwriters on the records Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of DTC will have been made pursuant to the UCCLock-Up Securities, in cash or otherwise; (IV3) to the extent DTC, make any demand for or exercise any other securities intermediary which acts as “clearing corporation” right with respect to the Unitsregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, maintains sale, pledge or disposition, or to enter into any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCCtransaction, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwritersswap, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC hedge or other securities intermediary does not have sufficient Units arrangement relating to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediaryany Lock-Up Securities.

Delivery of Units. Upon payment The Partnership's sole general partner will be Prime Group Realty Corp., a Delaware corporation (the "REIT"). Currently, the REIT is a private corporation that shall become a public entity through an initial public offering of securities (the purchase price for "IPO") which IPO the Selling Unitholder Units pursuant to this AgreementPartnership expects shall occur on or before December 31, delivery of such Units1997. Provided that the REIT does, as directed by in fact, consummate the UnderwritersIPO, to Cede & Co. the following shall be applicable: (“Cede”i) or such other nominee as may be designated by The Depository Trust the Partnership shall provide Contributor with reasonable advance written notice (“DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8-501(a"Registration Notice") of the UCCREIT's intent to file its initial S-11 Registration Statement (the "Initial S-11 Statement") with the Securities and Exchange Commission (the "SEC"). Promptly upon filing, the Initial S-11 Statement with the SEC, the Partnership shall furnish a copy of the Underwriters Initial S-11 Statement to Contributor. In the event that the REIT fails to file its initial S-11 Statement with the SEC on or before the ninetieth (assuming that neither DTC nor any such Underwriter has 90th) day following the date this Agreement is executed by all parties ("Initial Filing Date"), Contributor may terminate this Agreement by written notice of any “adverse claim,” to the Partnership delivered within three (3) business days after the meaning of Section 8-105 Initial Filing Date ("Contributor's Termination Notice"). Upon delivery of the Uniform Commercial Code then in effect in Contributor's Termination Notice this Agreement shall automatically terminate, and neither the State of New York (“UCC”), Partnership nor the Contributor shall have any further liability to such Units), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Units and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters one another with respect to such security entitlementthis Agreement and the Property, except as otherwise specifically provided in this Agreement; for purposes (ii) the Partnership shall satisfy this OP Portion of this representationthe Contribution Price by delivery to Contributor at Closing of the "OP Units," which OP Units shall be convertible or exchangeable into shares of common stock of the REIT, which shares shall be registered and freely tradeable on the Selling Unitholder may assume that when such payment, delivery (if necessary) New York Stock Exchange on a one-for-one basis. The Contributor or the partners of the Contributor shall have voting and crediting occur, (I) such Units will have been registered all other rights as all other limited partners in the name Partnership and shall entitle the Contributor or the partners of Cede the Contributor to its share of all distributions in the Partnership which shall be based upon the ratio of OP Units held by the Contributor or another nominee designated the partners of Contributor to all OP Units held by DTC, in each case on all partners of the Partnership’s share registry in accordance with its certificate of formation, partnership agreement and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Units, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Units to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediary.; and

Delivery of Units. Upon payment of the purchase price for the Selling Unitholder Units pursuant to this AgreementUnits, delivery (as defined in Section 8-301 of the New York Uniform Commercial Code (the “UCC”) of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Partnership Company (“DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” claim within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), UCC to such Units), (A) DTC shall be a “protected purchaser,” within the meaning of Section 8-303 of the UCC, of such Units and will acquire its interest in the Units (including, without limitation, all rights that Golar had or has the power to transfer in such Units) free and clear of any adverse claim within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Units and (BC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, lien or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement; for . For purposes of this representation, the Selling Unitholder Golar may assume that when such payment, delivery (if necessary) and crediting occur, (I1) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s share unit registry in accordance with its certificate of formation, agreement of limited partnership agreement and applicable law, (II2) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and will have established a “securities account” for the Underwriters within the meaning of Section 8-501(a) of the UCC and (III3) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Units, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Units to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediary.

Delivery of Units. Upon payment of the purchase price for the Selling Unitholder Units pursuant to this AgreementUnits, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Partnership Company (“DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCCUnderwriters, (A) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any shall be a “adverse claimprotected purchaser,” within the meaning of Section 8-105 303 of the New York Uniform Commercial Code then in effect in (the State of New York (“UCC”), of such Units and will acquire its interest in the Units (including, without limitation, all rights that Capital Maritime had or has the power to transfer in such Units)) free and clear of any adverse claim within the meaning of Section 8-102 of the UCC, (AB) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Units and (BC) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Unitholder Capital Maritime may assume that when such payment, delivery (if necessary) and crediting occur, (I1) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s share unit registry in accordance with its certificate of formation, agreement of limited partnership agreement and applicable law, (II2) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, and (III3) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Units, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Units to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediary.

Delivery of Units. Upon payment The Company shall deliver to the holder __________ Units in accordance with the terms of the purchase price for the Selling Unitholder Units pursuant to this AgreementUnit Purchase Option and, after delivery of such Units, _____________ Units remain subject to the Unit Purchase Option. Date: _______________ __, ______ ___________________________ Name of Registered Holder Name: Title: (To assign the foregoing Unit Purchase Option, execute this form and supply required information. Do not use this form to purchase Units.) FOR VALUE RECEIVED, the foregoing Unit Purchase Option and all rights evidenced thereby are hereby assigned to (Please Print) Address: (Please Print) Dated: _______________ __, ______ Holder’s Signature: _______________________________________________ Holder’s Address: _______________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as directed it appears on the face of the Unit Purchase Option, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Unit Purchase Option. Boustead Securities, LLC (the “Representative”) 6 Xxxxxxx, Xxxxx 000 Irvine, CA 92618 Ladies and Gentlemen: The undersigned, a holder of common stock, par value $0.001 (“Common Stock”), or rights to acquire Common Stock, of Know Labs, Inc. (the “Company”) understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named a schedule to the Underwriting Agreement (the “Underwriters”), of shares of Common Stock of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters, to Cede & Co. the undersigned will not, during the period commencing on the date hereof and ending six months after the date of the final prospectus (the “CedeProspectus”) or such other nominee as may be designated by The Depository Trust Partnership relating to the Public Offering (the “DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8Lock-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCCUp Period”), (1) offer, pledge, sell, contract to such Units)sell, (A) under Section 8-501 of the UCCgrant, the Underwriters will acquire a valid “security entitlement” in respect of such Units and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lienlend, or other theory) based on otherwise transfer or dispose of, directly or indirectly, any “adverse claim,” within Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters undersigned or with respect to such security entitlement; for purposes which the undersigned has or hereafter acquires the power of this representationdisposition (collectively, the Selling Unitholder may assume “Lock-Up Securities”); (2) enter into any swap or other arrangement that when such payment, delivery (if necessary) and crediting occur, (I) such Units will have been registered in the name of Cede or another nominee designated by DTCtransfers to another, in each case on the Partnership’s share registry whole or in accordance with its certificate of formationpart, partnership agreement and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 any of the UCC, (III) appropriate entries to the accounts economic consequences of ownership of the several Underwriters on the records Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of DTC will have been made pursuant to the UCCLock-Up Securities, in cash or otherwise; (IV3) to the extent DTC, make any demand for or exercise any other securities intermediary which acts as “clearing corporation” right with respect to the Unitsregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, maintains sale, pledge or disposition, or to enter into any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCCtransaction, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwritersswap, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC hedge or other securities intermediary does not have sufficient Units arrangement relating to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediaryany Lock-Up Securities.

Delivery of Units. Upon payment of the purchase price for the Units to be sold by such Selling Unitholder Units pursuant to this AgreementUnitholder, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Partnership Company (“DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-8 105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Units), (Ai) DTC shall be a “protected purchaser” of such Units within the meaning of Xxxxxxx 0 000 xx xxx XXX, (xx) under Section 8-8 501 of the UCC, the Underwriters will acquire a valid “security entitlement” entitlement in respect of such Units and (Biii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-8 102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement; for . For purposes of this representation, the such Selling Unitholder may assume that when such payment, delivery (if necessary) and crediting occur, (IA) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s share registry in accordance with its certificate of formationlimited partnership, partnership agreement the Partnership Agreement and applicable law, (IIB) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-8 102 of the UCC, UCC and (IIIC) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Units, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Units to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediary.

Delivery of Units. Upon payment The Company shall deliver to the holder __________ [Units][Warrants] in accordance with the terms of the purchase price for the Selling Unitholder Units pursuant to this AgreementUnit Purchase Option and, after delivery of such Units[Units][Warrants], as directed by __________ [Units][Warrants] remain subject to the UnderwritersUnit Purchase Option. Date: , Name of Registered Holder Name: Title: FOR VALUE RECEIVED, the foregoing Unit Purchase Option and all rights evidenced thereby are hereby assigned to Cede & Co. (“Cede”Please Print) or such other nominee as may be designated by Address: (Please Print) Dated: , Holder’s Address:__________________ NOTE: The Depository Trust Partnership (“DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in signature to this Assignment Form must correspond with the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units as it appears on the books of DTC to securities accounts (within the meaning of Section 8-501(a) face of the UCC) Unit Purchase Option, without alteration or enlargement or any change whatever. Officers of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then corporations and those acting in effect in the State of New York (“UCC”), to such Units), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Units and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, fiduciary or other theory) based on any “adverse claim,” within representative capacity should file proper evidence of authority to assign the meaning of Section 8-102 of the UCCforegoing Unit Purchase Option. Date: _____________________ The Benchmark Company, to such Units may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representationLLC Xxxx Capital Partners, the Selling Unitholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s share registry in accordance with its certificate of formation, partnership agreement and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts LLC As Representatives of the several Underwriters named in the Underwriting Agreement c/o The Benchmark Company, LLC 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Roth Capital Partners, LLC 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Ladies and Gentlemen: As an inducement to The Benchmark Company, LLC and Xxxx Capital Partners, LLC to execute an underwriting agreement (the “Underwriting Agreement”) in their capacities as representatives for the several underwriters named in Schedule I thereto (the “Representatives”) providing for a public offering (the “Offering”) of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), or other securities, of Direct Digital Holdings, Inc., a Delaware corporation, and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representatives, during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or Class B common stock, par value $0.001 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to, or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities, even if such securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned’s Securities. The Lock-Up Period will commence on the records date of DTC will have been made this Lock-Up Agreement (this “Lock-Up Agreement”) and continue and include the date one hundred eighty (180) days after the date of the final prospectus used to sell the Class A Common Stock (or other securities) in the Offering pursuant to the UCCUnderwriting Agreement. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (IVii) to any trust for the extent DTCdirect or indirect benefit of the undersigned or the immediate family (as defined below) of the undersigned, (iii) transfers or dispositions of the Undersigned’s Securities by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree, separation agreement or other court order, (iv) transfers or dispositions of the Undersigned’s Securities to any corporation, partnership, limited liability company, trust or other securities intermediary entity all of the beneficial ownership interests of which acts as “clearing are held by the undersigned or the immediate family of the undersigned, (v) if the undersigned is a corporation” with respect , partnership, limited liability company, trust or other business entity (1) transfers to the Unitsanother corporation, maintains any “financial asset” partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Section 8-102(a)(9Rule 405 promulgated under the Securities Act) of the UCC in undersigned or (2) distributions of shares of Common Stock or any security convertible into or exercisable for Common Stock to limited partners, limited liability company members or stockholders of the undersigned, (vi) if the undersigned is a clearing corporation trust, transfers to the beneficiary of such trust, or (vii) transfers by testate succession or intestate succession, (viii) pursuant to the Underwriting Agreement; provided, in the case of clauses (i) through (vii), that (x) such transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Representatives to be bound by the terms of this Lock-Up Agreement, and (z) no filing by any party under Section 8-111 16(a) of the UCCExchange Act, shall be required or shall be made voluntarily in connection with such transfer prior to the expiration of the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the rules foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans; provided that such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest restrictions shall apply to any of the UnderwritersUndersigned’s Securities issued upon such exercise, (Vii) claims the establishment of creditors any contract, instruction or plan (a “Plan”) that satisfies all of DTC the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the Undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the SEC or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other securities intermediary person, shall be required, and no such announcement or clearing corporation may be given priority filing is made voluntarily, by the undersigned, the Company or any other person, prior to the extent set forth expiration of the Lock-Up Period, or (iii) the contemplated reorganization of Direct Digital Holdings, LLC in Section 8-511(bconnection with the Offering (the “Reorganization Transactions”) and 8-511(c) subsequent thereto in connection with an exchange of Direct Digital Holdings, LLC units for shares of Class A Common Stock, all as contemplated by and described the Company’s Registration Statement on Form S-1 filed with the SEC; provided that such restrictions shall apply to any of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Units to satisfy claims of all of its entitlement holders Undersigned’s Securities received in connection with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediaryReorganization Transactions.

Delivery of Units. Upon payment of the purchase price for the Units to be sold by such Selling Unitholder Units pursuant to this AgreementUnitholder, delivery of such Units, as directed by the UnderwritersUnderwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Partnership Company (“DTC”) (unless delivery of such Units is unnecessary because such Units are already in possession of Cede or such nominee), registration of such Units in the name of Cede or such other nominee (unless registration of such Units is unnecessary because such Units are already registered in the name of Cede or such nominee), and the crediting of such Units on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters Underwriter (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” claim (within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), ) to such Units), (Ai) DTC shall be a “protected purchaser” of such Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire a valid “security entitlement” entitlement in respect of such Units and (Biii) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters Underwriter with respect to such security entitlement; for . For purposes of this representation, the such Selling Unitholder may assume that when such payment, delivery (if necessary) and crediting occur, (IA) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s share registry in accordance with its certificate of formationlimited partnership, partnership agreement the Partnership Agreement and applicable law, (IIB) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, UCC and (IIIC) appropriate entries to the accounts of the several Underwriters Underwriter on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Units, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not have sufficient Units to satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Units then held by DTC or such securities intermediary.