UNDERWRITING AGREEMENT between Direct Communication Solutions, Inc. and ThinkEquity LLC as Representative of the Several Underwriters Direct Communication Solutions, Inc.Underwriting Agreement • December 14th, 2022 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software • New York
The undersigned, Direct Communication Solutions Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Direct Communication Solutions Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 14th, 2022 • Direct Communication Solutions, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of _________ 202_, by and between Direct Communication Solutions, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
EXHIBIT A Form of Representative’s Warrant AgreementDirect Communication Solutions, Inc. • December 14th, 2022 • Wholesale-computers & peripheral equipment & software
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2023[_____], 2022, which is one hundred eighty (180) days following the Commencement Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from DIRECT COMMUNICATION SOLUTIONS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b
