Tax Receivable Agreement between DIRECT DIGITAL HOLDINGS, Inc. and THE PERSONS NAMED HEREIN Dated as of February 15, 2022Tax Receivable Agreement • February 16th, 2022 • Direct Digital Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of February 15, 2022, and is between Direct Digital Holdings, Inc., a Delaware corporation, each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding the Corporate Taxpayer and OpCo (each as defined below), a “TRA Party” and together the “TRA Parties”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 16th, 2022 • Direct Digital Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Warrant Agent Agreement (“Warrant Agreement”) is made as of February 15, 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 • February 16th, 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 2,800,000 units (the “Firm Units”), consisting of (i) an aggregate of 2,800,000 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 2,800,000 shares of Common Stock (the “Firm Warrants”), which Warrants shall have an exercise price of $5.50, 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 420,000 additional shares of Common Stock (the “Optio
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Direct Digital Holdings, LLC (a Texas limited liability company) February 15, 2022Limited Liability Company Agreement • February 16th, 2022 • Direct Digital Holdings, Inc. • Services-computer programming, data processing, etc. • Texas
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Direct Digital Holdings, LLC, a Texas limited liability company (the “Company”), dated as of February 15, 2022, by and among the Company, Direct Digital Holdings, Inc., a Delaware corporation (“PubCo”), and each of the Members listed on the signature pages hereto, and is made effective as of the Effective Time. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Appendix A.
