Semrush Holdings, Inc. Class A Common Stock, par value $0.00001 per share Underwriting AgreementUnderwriting Agreement • November 17th, 2021 • SEMrush Holdings, Inc. • Services-prepackaged software • New York
Semrush Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Company Firm Shares”) of Class A common stock, par value $0.00001 per share of the Company (the “Stock”) and, at the election of the Underwriters, up to [●] additional shares of Stock (the “Optional Shares”) and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares (the “Selling Stockholder Firm Shares”). The aggregate of the Company Firm Shares and the Selling Stockholder Firm Shares is herein called the “Firm Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called t
