WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 31st, 2022 • Direct Digital Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Warrant Agent Agreement (“Warrant Agreement”) is made as of February [__], 2022, by and among Direct Digital Holdings, Inc., a Delaware corporation, with offices at 1233 West Loop South, Suite 1170, Houston, TX 77027 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
Direct Digital Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2022 • Direct Digital Holdings, Inc. • Services-computer programming, data processing, etc. • New York
Direct Digital Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] units (the “Firm Units”), consisting of (i) an aggregate of [•] shares (the “Firm Shares”) of Class A common stock, par value $0.001 per share (the “Common Stock”), of the Company, and (ii) warrants exercisable to purchase an aggregate of [•] shares of Common Stock (the “Firm Warrants”), which Warrants shall have an exercise price of $[•], subject to adjustment as provided therein (the “Warrants”). The Firm Shares and the Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”) consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also proposes to grant to the several Underwriters an option to purchase up to [•] additional shares of Common Stock (the “Option Shares”) and/or Warra
