Other Information
−Removed: The following exhibits are being filed as part of this report or incorporated by reference as indicated therein:
−Removed: Incorporated by Reference
−Removed: Filed herewith
−Removed: Underwriting Agreement, dated February 10, 2022, by and among the Company, The Benchmark Company, LLC and Roth Capital Partners, LLC, as representatives of the underwriters.
−Removed: February 16, 2022
+Added: Filed or Furnished herewith
Amended and Restated Certificate of Incorporation of Direct Digital Holdings, Inc.
2 unchanged sentences
February 16, 2022
−Removed: Unit Purchase Option, dated February 15, 2022, issued by the Company to The Benchmark Company, LLC.
−Removed: February 16, 2022
−Removed: Unit Purchase Option, dated February 15, 2022, issued by the Company to Roth Capital Partners, LLC.
−Removed: February 16, 2022
−Removed: Warrant Agent Agreement, dated February 15, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC.
−Removed: February 16, 2022
−Removed: Second Amended and Restated Limited Liability Company Agreement of Direct Digital Holdings, LLC, dated as of February 15, 2022.
−Removed: February 16, 2022
−Removed: Tax Receivable Agreement, dated February 15, 2022, by and among the Company, Direct Digital Holdings, LLC and Direct Digital Management, LLC.
−Removed: February 16, 2022
−Removed: Direct Digital Holdings, LLC 2022 Omnibus Incentive Plan.
−Removed: February 7, 2022
−Removed: Executive Employment Agreement, dated as of February 15, 2022, by and between Direct Digital Holdings, LLC and Mark Walker.
−Removed: March 31, 2022
−Removed: Executive Employment Agreement, dated as of February 15, 2022, by and between Direct Digital Holdings, LLC and Keith Smith.
−Removed: March 31, 2022
−Removed: Executive Employment Agreement, dated as of February 15, 2022, by and between Direct Digital Holdings, LLC and Susan Echard.
−Removed: March 31, 2022
−Removed: Executive Employment Agreement, dated as of March 9, 2022, by and between Direct Digital Holdings, LLC and Anu Pillai.
−Removed: March 31, 2022
−Removed: First Amendment to Term Loan and Security Agreement, dated as of February 3, 2022, by and among Direct Digital Holdings, LLC, as borrower, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, and Universal Standards for Digital Marketing, LLC, as guarantors, Lafayette Square Loan Servicing, LLC as administrative agent, and the various financial institutions signatory to the Term Loan and Security Agreement as lenders.
−Removed: March 31, 2022
−Removed: Second Amendment to Credit Agreement, dated as of February 10, 2022, by and among Direct Digital Holdings, LLC, Colossus Media, LLC, Huddled Masses LLC, Orange142, LLC, Universal Standards for Digital Marketing, LLC and East West Bank.
−Removed: March 31, 2022
+Added: Form of Direct Digital Holdings, Inc.
+Added: Employee Restricted Stock Unit Award Agreement
+Added: June 13, 2022
+Added: Form of Direct Digital Holdings, Inc.
+Added: Employee Nonqualified Stock Option Award Agreement
+Added: June 13, 2022
+Added: Form of Direct Digital Holdings, Inc.
+Added: Director Restricted Stock Unit Award Agreement
+Added: June 13, 2022
Certification of the Chief Executive Officer of Direct Digital Holdings, Inc., pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
−Removed: Indicates management contract or compensatory plan required to be filed as an Exhibit.
+Added: Indicates management contract or compensatory plan.
Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: August 15, 2022
DIRECT DIGITAL HOLDINGS, INC.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.