Offer To Purchase
Warrants to Acquire Shares of Class A Common Stock
of
Direct Digital Holdings, Inc.
and
Consent Solicitation

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT, THE WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH BOOK-ENTRY TRANSFER, IS AT THE OPTION AND RISK OF THE TENDERING WARRANT HOLDER, AND EXCEPT AS OTHERWISE PROVIDED IN THE INSTRUCTIONS BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE WARRANT HOLDER HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL AND CONSENT, THE TENDERED WARRANTS AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND CONSENT, INCLUDING THE INSTRUCTIONS, CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL AND CONSENT.

Direct Digital Holdings, Inc., a Delaware corporation (the “Company,” “we,” “our” and “us”), has delivered to the undersigned a copy of the Offer to Purchase and Consent Solicitation dated August 29, 2023 (as it may be supplemented and amended from time to time, the “Offer to Purchase”) of the Company and this letter of transmittal and consent (as it may be supplemented and amended from time to time, this “Letter of Transmittal and Consent”), which together set forth the offer of the Company to each holder of the Company’s warrants to purchase shares of the Company’s Class A common stock, par value $0.001 per share, to receive $1.20 in cash, without interest, in exchange for each warrant tendered by the holder pursuant to the offer (the “Offer”).

WARRANT HOLDERS SHOULD REVIEW THE OFFER TO PURCHASE, INCLUDING ANNEX A THERETO, IN ITS ENTIRETY, FOR A DESCRIPTION OF THE COMPLETE TERMS OF THE OFFER, INCLUDING THE WARRANT AMENDMENT (AS DEFINED BELOW) WHICH THE WARRANT HOLDERS WILL BE CONSENTING TO IN CONNECTION WITH THE TENDER OF ANY WARRANTS.

Warrants eligible to be tendered pursuant to the Offer include publicly traded warrants to purchase our Class A common stock which were publicly issued and sold as part of units of the Company, in connection with the initial public offering of Direct Digital Holdings securities on February 15, 2022 (the “DIRECT IPO”), which entitle such warrant holders to purchase one share of our Class A common stock at an exercise price of $5.50, subject to adjustments (the “Warrants”).

The Public Warrants are quoted on The Nasdaq Stock Market LLC under the symbol “DRCTW.” As of August 28, 2023, 3,217,800 Warrants were outstanding. Pursuant to the Offer, the Company is offering to purchase each Warrant at a purchase price of $1.20 in cash.

Concurrently with the Offer, the Company is also soliciting consents (the “Consent Solicitation”) from holders of the Warrants to amend the Warrant Agreement, dated as of February 15, 2022, by and between the Company and Equiniti Trust Company, LLC (formerly Equiniti Stock Transfer & Trust Company, LLC) (“Equiniti”), which governs all of the Warrants, to permit the Company to redeem each Warrant that is outstanding upon the closing of the Offer for $0.35 in cash, without interest (the “Warrant Amendment”), which is approximately 71% less than the cash amount applicable to the Offer. Pursuant to the terms of the Warrant Agreement, all modifications or amendments except certain specified modifications or amendments require the vote or written consent of holders of at least a majority of the outstanding Warrants as it relates to the Warrants. Although we intend to redeem all remaining outstanding Warrants if the Warrant Amendment is approved, we would not be required to effect such a redemption and may defer doing so until it is most advantageous to us.

Holders of Warrants may not consent to the Warrant Amendment without tendering Warrants in the Offer and holders may not tender such Warrants without consenting to the Warrant Amendment. The consent to the Warrant Amendment is a part of this Letter of Transmittal and Consent, and therefore by tendering Warrants in the Offer, holders will be delivering to us such consent. Holders of Warrants may revoke their consent at any time prior to the Expiration Date (as defined below) by withdrawing the Warrants tendered in the Offer by such holders.

Warrants not tendered for cash pursuant to the Offer will remain outstanding subject to their current terms or amended terms if the Warrant Amendment is approved. We reserve the right to redeem any of the Warrants, as applicable, pursuant to their current terms at any time, including prior to the completion of the Offer and Consent Solicitation.

The Offer and Consent Solicitation is made solely upon the terms and conditions in the Offer to Purchase and this Letter of Transmittal and Consent. The Offer and Consent Solicitation will be open until one minute after 11:59 p.m., Eastern Time, on September 26, 2023, or such later time and date to which we may extend (the period during which the Offer and Consent Solicitation is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period,” and the date and time at which the Offer Period ends is referred to as the “Expiration Date”).

Each holder whose Warrants are tendered pursuant to the Offer and Consent Solicitation will receive $1.20 in cash, without interest, for each Warrant tendered by such holder. Any Warrant holder that participates in the Offer and Consent Solicitation may tender less than all of his, her or its Warrants.

We may withdraw the Offer and Consent Solicitation only if the conditions to the Offer and Consent Solicitation are not satisfied or waived prior to the Expiration Date.

Promptly upon any such withdrawal, we will return the tendered Warrants to the holders (and the consent to the Warrant Amendment will be revoked).

This Letter of Transmittal and Consent is to be used to accept the Offer and Consent Solicitation if the applicable Warrants are to be tendered by effecting a book-entry transfer into Equiniti’s account at the Depository Trust Company (“DTC”) and instructions are not being transmitted through DTC’s Automated Tender Offer Program (“ATOP”). Except in instances where a holder intends to tender Warrants through ATOP, the holder should complete, execute and deliver this Letter of Transmittal and Consent to indicate the action it desires to take with respect to the Offer and Consent Solicitation.

Holders of Warrants tendering Warrants by book-entry transfer to Equiniti’s account at DTC may execute the tender through ATOP, and in that case need not complete, execute and deliver this Letter of Transmittal and Consent. DTC participants accepting the Offer and Consent Solicitation may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to Equiniti’s account at DTC. DTC will then send an “Agent’s Message” to Equiniti for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Offer and Consent Solicitation as to execution and delivery of a Letter of Transmittal and Consent by the DTC participant identified in the Agent’s Message.

As used in this Letter of Transmittal and Consent with respect to the tender procedures set forth herein, the term “registered holder” means any person in whose name Warrants are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the Warrants.

THE OFFER AND CONSENT SOLICITATION IS NOT MADE TO THOSE HOLDERS WHO RESIDE IN STATES OR OTHER JURISDICTIONS WHERE AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

PLEASE SEE THE INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL AND CONSENT BEGINNING ON PAGE 9 FOR THE PROPER USE AND DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT.

List below the Warrants to which this Letter of Transmittal and Consent relates. If the space below is inadequate, list the registered Warrant certificate numbers on a separate signed schedule and affix the list to this Letter of Transmittal and Consent.

¨ CHECK HERE IF THE WARRANTS LISTED ABOVE ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY EQUINITI WITH DTC AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

By crediting the Warrants to Equiniti’s account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Offer and Consent Solicitation, including, if applicable, transmitting to Equiniti an Agent’s Message in which the holder of the Warrants acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal and Consent, the participant in DTC confirms on behalf of itself and the beneficial owner(s) of such Warrants all provisions of this Letter of Transmittal and Consent (including consent to the Warrant Amendment and all representations and warranties) applicable to it and such beneficial owner(s) as fully as if it had completed the required information and executed and transmitted this Letter of Transmittal and Consent to Equiniti.

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Direct Digital Holdings, Inc.
c/o Equiniti Trust Company, as Depositary
6201 15^th Avenue
Brooklyn, NY 11219
Attn: Corporate Actions Department

Upon and subject to the terms and conditions set forth in the Offer to Purchase and in this Letter of Transmittal and Consent, receipt of which is hereby acknowledged, the undersigned hereby:

(i) tenders to the Company pursuant to the Offer and Consent Solicitation the number of Warrants indicated above in the table under the heading “Number of Warrants Tendered” under “Description of Warrants Tendered”;

(ii) accepts the amount payable upon the tender of Warrants pursuant to the Offer and Consent Solicitation, being $1.20 in cash, without interest, for each Warrant so tendered; and

Except as stated in the Offer to Purchase, the tender made hereby is irrevocable. The undersigned understands that this tender will remain in full force and effect unless and until such tender is withdrawn and revoked in accordance with the procedures set forth in the Offer to Purchase and this Letter of Transmittal and Consent. The undersigned understands that this tender may not be withdrawn after the Expiration Date, and that a notice of withdrawal will be effective only if delivered to Equiniti in accordance with the specific withdrawal procedures set forth in the Offer to Purchase.

If the undersigned holds Warrants for beneficial owners, the undersigned represents that it has received from each beneficial owner thereof a duly completed and executed form of “Instructions Form” in the form attached to the “Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees” which was sent to the undersigned by the Company with this Letter of Transmittal and Consent, instructing the undersigned to take the action described in this Letter of Transmittal and Consent.

If the undersigned is not the registered holder of the Warrants indicated under “Description of Warrants Tendered” above or such holder’s legal representative or attorney-in-fact (or, in the case of Warrants held through DTC, the DTC participant for whose account such Warrants are held), then the undersigned has obtained a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney-in fact) to deliver a consent in respect of such Warrants on behalf of the holder thereof, and such proxy is being delivered to Equiniti with this Letter of Transmittal and Consent.

The undersigned understands that, upon and subject to the terms and conditions set forth in the Offer to Purchase and this Letter of Transmittal and Consent, any Warrants properly tendered and not withdrawn which are accepted will be exchanged for a cash payment. The undersigned understands that, under certain circumstances, the Company may not be required to accept any of the Warrants tendered (including any Warrants tendered after the Expiration Date). If any Warrants are not accepted for tender for any reason or if tendered Warrants are withdrawn, such unexchanged or withdrawn Warrants will be returned without expense to the tendering holder and the related consent to the Warrant Amendment will be revoked.

The undersigned understands that, upon and subject to the terms and conditions set forth in the Offer to Purchase and this Letter of Transmittal and Consent, any Warrants properly tendered and not validly withdrawn which are accepted constitute the holder’s validly delivered consent to the Warrant Amendment. A holder of Warrants may not consent to the Warrant Amendment without tendering his, her or its Warrants in the Offer and a holder of Warrants may not tender his, her or its Warrants without consenting to the Warrant Amendment. A holder may revoke his, her or its consent to the Warrant Amendment at any time prior to the Expiration Date by withdrawing the Warrants tendered by such holder.

Subject to, and effective upon, the Company’s acceptance of the undersigned’s tender of Warrants pursuant to the Offer and Consent Solicitation as indicated above in the table under the heading “Number of Warrants Tendered” under “Description of Warrants Tendered”, the undersigned hereby:

(i) assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, such Warrants;

(iii) releases and discharges the Company from any and all claims the undersigned may have now, or may have in the future, arising out of or related to such Warrants;

(iv) acknowledges that the Offer is discretionary and may be extended, modified, suspended or terminated by the Company as provided in the Offer to Purchase; and

(v) acknowledges the future value of the Warrants is unknown and cannot be predicted with certainty.

The undersigned understands that tenders of Warrants pursuant to any of the procedures described in the Offer to Purchase and in the instructions in this Letter of Transmittal and Consent, if and when accepted by the Company, will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer and Consent Solicitation.

Effective upon acceptance, the undersigned hereby irrevocably constitutes and appoints Equiniti, acting as agent for the Company, as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Warrants tendered hereby, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

(i) transfer ownership of such Warrants on the account books maintained by DTC together with all accompanying evidences of transfer and authenticity to or upon the order of the Company;

(ii) present such Warrants for transfer of ownership on the books of the Company;

(iii) cause ownership of such Warrants to be transferred to, or upon the order of, the Company on the books of the Company or its agent and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and

(iv) receive all benefits and otherwise exercise all rights of beneficial ownership of such Warrants;

all in accordance with the terms of the Offer and Consent Solicitation, as described in the Offer to Purchase and this Letter of Transmittal and Consent.

(i) the undersigned has full power and authority to tender the Warrants tendered hereby and to sell, exchange, assign and transfer all right, title and interest in and to such Warrants;

(ii) the undersigned has good, marketable and unencumbered title to the Warrants tendered hereby, and upon acceptance of such Warrants by the Company pursuant to the Offer and Consent Solicitation the Company will acquire good, marketable and unencumbered title to such Warrants, in each case free and clear of any security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations of any kind, and not subject to any adverse claim;

(iii) the undersigned has full power and authority to consent to the Warrant Amendment;

(iv) the undersigned will, upon request, execute and deliver any additional documents deemed by the Company or Equiniti to be necessary or desirable to complete and give effect to the transactions contemplated hereby;

(v) the undersigned has received and reviewed the Offer to Purchase, this Letter of Transmittal and Consent and the Warrant Amendment;

(vi) the undersigned acknowledges that none of the Company, Equiniti, the information agent, the dealer manager or any person acting on behalf of any of the foregoing has made any statement, representation or warranty, express or implied, to the undersigned with respect to the Company, the Offer and Consent Solicitation or the Warrants, other than the information included in the Offer to Purchase (as amended or supplemented prior to the Expiration Date);

(vii) the terms and conditions set forth in the Offer to Purchase shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal and Consent, which shall be read and construed accordingly;

(viii) the undersigned understands that tenders of Warrants pursuant to the Offer and Consent Solicitation and in the instructions hereto constitute the undersigned’s acceptance of the terms and conditions of the Offer and Consent Solicitation;

(x) the undersigned agrees to all of the terms of the Offer and Consent Solicitation.

The acknowledgments, representations, warranties and agreements of the undersigned in this Letter of Transmittal and Consent will be deemed to be automatically repeated and reconfirmed on and as of each of the Expiration Date and completion of the Offer and Consent Solicitation. The authority conferred or agreed to be conferred in this Letter of Transmittal and Consent shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter of Transmittal and Consent shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The undersigned acknowledges that the undersigned has been advised to consult with its own legal counsel and other advisors (including tax advisors) as to the consequences of participating or not participating in the Offer and Consent Solicitation.

IMPORTANT: PLEASE SIGN HERE

(SEE INSTRUCTIONS AND ALSO COMPLETE ACCOMPANYING IRS FORM W-9 OR APPROPRIATE IRS FORM W-8)

By completing, executing and delivering this Letter of Transmittal and Consent, the undersigned hereby tenders the Warrants indicated in the table above entitled “Description of Warrants Tendered.”

SIGNATURES REQUIRED
Signature(s) of Registered Holder(s) of Warrants

Name:

Address:

Date:

(The above lines must be signed by the registered holder(s) of Warrants as the name(s) appear(s) on the Warrants or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed assignment from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal and Consent. If Warrants to which this Letter of Transmittal and Consent relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal and Consent. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority so to act. See Instruction 3 regarding the completion and execution of this Letter of Transmittal and Consent.)

Name:

Address:

Date:

Area Code and Telephone Number:

(PLEASE PRINT OR TYPE)
(INCLUDE ZIP CODE)

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER AND CONSENT SOLICITATION

1. Delivery of Letter of Transmittal and Consent and Warrants. This Letter of Transmittal and Consent is to be used only if tenders of Warrants are to be made by book-entry transfer to Equiniti account at DTC and instructions are not being transmitted through ATOP with respect to such tenders.

Warrants may be validly tendered pursuant to the procedures for book-entry transfer as described in the Offer to Purchase. In order for Warrants to be validly tendered by book-entry transfer, Equiniti must receive the following prior to the Expiration Date, except as otherwise permitted by use of the procedures for guaranteed delivery as described below:

(i) timely confirmation of the transfer of such Warrants to Equiniti’s account at DTC (a “Book-Entry Confirmation”);

(ii) either a properly completed and duly executed Letter of Transmittal and Consent, or a properly transmitted “Agent’s Message” if the tendering Warrant holder has not delivered a Letter of Transmittal and Consent; and

The term “Agent’s Message” means a message, transmitted by DTC to, and received by, Equiniti and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exchanging the Warrants that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and Consent and that the Company may enforce such agreement against the participant. If you are tendering by book-entry transfer, you must expressly acknowledge that you have received and agree to be bound by the Letter of Transmittal and Consent and that the Letter of Transmittal and Consent may be enforced against you.

Delivery of a Letter of Transmittal and Consent to the Company or DTC will not constitute valid delivery to Equiniti. No Letter of Transmittal and Consent should be sent to the Company or DTC.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT, TENDERED WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OR AGENT’S MESSAGE DELIVERED THROUGH ATOP, IS AT THE OPTION AND RISK OF THE TENDERING WARRANT HOLDER, AND EXCEPT AS OTHERWISE PROVIDED IN THESE INSTRUCTIONS, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY EQUINITI. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE WARRANT HOLDER HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL AND CONSENT, THE TENDERED WARRANTS AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Neither the Company nor Equiniti is under any obligation to notify any tendering holder of the Company’s acceptance of tendered Warrants.

2. Guaranteed Delivery. Warrant holders desiring to tender Warrants pursuant to the Offer but whose Warrants cannot otherwise be delivered with all other required documents to Equiniti prior to the Expiration Date may nevertheless tender Warrants, as long as all of the following conditions are satisfied:

(i) the tender must be made by or through an “Eligible Institution” (as defined in Instruction 4);

(ii) properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Company to the undersigned with this Letter of Transmittal and Consent (with any required signature guarantees) must be received by Equiniti, at its address set forth in this Letter of Transmittal and Consent, prior to the Expiration Date; and

(iii) a confirmation of a book-entry transfer into Equiniti’s account at DTC of all Warrants delivered electronically, in each case together with a properly completed and duly executed Letter of Transmittal and Consent with any required signature guarantees (or, in the case of a book-entry transfer without delivery of a Letter of Transmittal and Consent, an Agent’s Message), and any other documents required by this Letter of Transmittal and Consent, must be received by Equiniti within two days that the Nasdaq is open for trading after the date Equiniti receives such Notice of Guaranteed Delivery, all as provided in the Offer to Purchase.

A holder of Warrants may deliver the Notice of Guaranteed Delivery by mail to Equiniti.

Except as specifically permitted by the Offer to Purchase, no alternative or contingent tenders will be accepted.

3. Signatures on Letter of Transmittal and Consent and other Documents. For purposes of the tender and consent procedures set forth in this Letter of Transmittal and Consent, the term “registered holder” means any person in whose name Warrants are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the Warrants.

If this Letter of Transmittal and Consent is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or others acting in a fiduciary or representative capacity, such person must so indicate when signing and, unless waived by the Company, must submit to Equiniti proper evidence satisfactory to the Company of the authority so to act.

(i) this Letter of Transmittal and Consent is signed by the registered holder of the Warrants; or

(ii) such Warrants are tendered for the account of an “Eligible Institution.” An “Eligible Institution” is a bank, broker dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

IN ALL OTHER CASES, AN ELIGIBLE INSTITUTION MUST GUARANTEE ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL AND CONSENT BY COMPLETING AND SIGNING THE TABLE ENTITLED “GUARANTEE OF SIGNATURE(S)” ABOVE.

5. Warrants Tendered. Any holder of Warrants who chooses to participate in the Offer and Consent Solicitation may tender some or all of such holder’s Warrants pursuant to the terms of the Offer and Consent Solicitation.

6. Inadequate Space. If the space provided under “Description of Warrants Tendered” is inadequate, the name(s) and address(es) of the registered holder(s), number of Warrants being delivered herewith, and number of such Warrants tendered hereby should be listed on a separate, signed schedule and attached to this Letter of Transmittal and Consent.

7. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the transfer of Warrants to the Company in the Offer and Consent Solicitation. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. Other reasons transfer taxes could be imposed include if tendered Warrants are registered in the name of any person other than the person signing this Letter of Transmittal and Consent.

If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with this Letter of Transmittal and Consent, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payment due with respect to the Warrants tendered by such holder.

8. Validity of Tenders. All questions as to the number of Warrants to be accepted, and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Warrants will be determined by the Company in its reasonable discretion, which determinations shall be final and binding on all parties.

The Company reserves the absolute right to reject any or all tenders of Warrants it determines not to be in proper form or to reject those Warrants, the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular Warrants, whether or not similar defects or irregularities are waived in the case of other tendered Warrants. The Company’s interpretation of the terms and conditions of the Offer and Consent Solicitation (including this Letter of Transmittal and Consent and the instructions hereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Warrants must be cured within such time as the Company shall determine. None of the Company, Equiniti, the information agent, the dealer manager or any other person is or will be obligated to give notice of any defects or irregularities in tenders of Warrants, and none of them will incur any liability for failure to give any such notice. Tenders of Warrants will not be deemed to have been validly made until all defects and irregularities have been cured or waived. Any Warrants received by Equiniti that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by Equiniti to the holders, unless otherwise provided in this Letter of Transmittal and Consent, as soon as practicable following the Expiration Date. Warrant holders who have any questions about the procedure for tendering Warrants in the Offer and Consent Solicitation should contact the Information Agent at the address and telephone number indicated herein. Warrants properly tendered and not validly withdrawn that are accepted constitute the holder’s validly delivered consent to the Warrant Amendment.

9. Waiver of Conditions. The Company reserves the absolute right to waive any condition as described in the section of the Offer to Purchase titled “The Offer and Consent Solicitation, Section 10. Conditions; Termination; Waivers; Extensions; Amendments.”

10. Withdrawal. Tenders of Warrants may be withdrawn only pursuant to the procedures and subject to the terms set forth in the section of the Offer to Purchase titled “The Offer and Consent Solicitation, Section 3. Withdrawal Rights.” Warrant holders can withdraw tendered Warrants at any time prior to the Expiration Date, and Warrants that the Company has not accepted by the Expiration Date may thereafter be withdrawn at any time after such date until such Warrants are accepted by the Company pursuant to the Offer and Consent Solicitation. Except as otherwise provided in the Offer to Purchase, in order for the withdrawal of Warrants to be effective, a written notice of withdrawal satisfying the applicable requirements for withdrawal set forth in the section of the Offer to Purchase titled “The Offer and Consent Solicitation, Section 3. Withdrawal Rights” must be timely received from the holder by Equiniti at its address stated herein, together with any other information required as described in such section of the Offer to Purchase. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Company, in its reasonable discretion, and its determination shall be final and binding. None of the Company, Equiniti, the information agent, the dealer manager or any other person is under any duty to give notification of any defect or irregularity in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Warrants properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer and Consent Solicitation. However, at any time prior to the Expiration Date, a Warrant holder may re-tender withdrawn Warrants by following the applicable procedures discussed in the Offer to Purchase and this Letter of Transmittal and Consent. Consents may be revoked only by withdrawing the Warrants and the withdrawal of any Warrants will automatically constitute a revocation of the related consents.

11. Questions and Requests for Assistance and Additional Copies. Please direct questions or requests for assistance, or additional copies of the Offer to Purchase, Letter of Transmittal and Consent or other materials, in writing to the information agent for the Offer and Consent Solicitation at:

IMPORTANT: THIS LETTER OF TRANSMITTAL AND CONSENT, OR THE “AGENT’S MESSAGE” (IF TENDERING PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER WITHOUT EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL AND CONSENT), TOGETHER WITH THE TENDERED WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY EQUINITI ON OR PRIOR TO ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON THE EXPIRATION DATE, UNLESS A NOTICE OF GUARANTEED DELIVERY IS RECEIVED BY EQUINITI BY SUCH DATE.

F'"'" W - 9 (Rev. 2018) ƒ """""""1011"',TrUMY lnlemalltaYeruService R e qu es t f o r T ax p aye r Id e ntifi ca ti o n Numb e r a nd C e rtifi ca ti o n ► Go to www.lrs.go v /FormW9 lor Instructions and Ille latest Information . Give Form to the requester . Do not send to the IRS . . . ; , [ . . & . ii - I S ., ·2 E 0.. ! " i: i ! 1 Name las ShOwn on yoor Income tax retur , n) Nmne is n,quired on 11111 lne: do not leave this 1.ne blank. 2 Bu - ""'1l<lldls,"9"'dod entAy - , i diff«ent '""" · - 3 CtteCI< IPllfOl)fiat8 bo• lor ,_, ta, claafflc8llon of the poraon - name II.,_ o In I t Check only ... of Ille following ......., boxes 0 lndMduav.ote llfoprielor ot 0 cCctp<Yauon D s eorporaUon D PilMl!<!hlp 0 Trust/llSlate "'1gle - rnembor u.c u N . o c t. < Ch e u o k . c I l • l e • · - MU, I n th e lin e - . ... lh o ... clMsl!icallo n O l lh e olngl& - - - O o noe check 0 i..nltod labllotf ccn,pan , y eniertt>e taJC - lon 10 - C corl>Of1ltion. S - Scorpo,MJon. P• f'Wt...,shiP - Ź ) - - f f Ille d .. sdl oc l .. a alnglo - mombo r u.c U. l ls...,_.. . fN ) ff l lh e owr> « .. - .IGSI th e owne r ol lh o u. c II l>Ox anocher U.C INI is not disteoa,ded ln,m the owner f or U.S ,_ tax purposes . Otherwise. a Gingle - , - nt)Q( U.C tha1 I! -- ,Jed from 1118 owner lhO<Ad c:neck111e81)1)rcprlata - •or Ille tax cms,fica!Jon of ,ts_,., D ƒ "'" ' ( M a lnstn.ctions ) Ź Ż & . mptiono (oodn apply only l o cenain eotities . not irdvktds : aee lrlsW< : tions on page 31 : Exemp 1 payee code (if an --- Exompclon lrom FATCA reporting CDde \ llany) IOaoc : r»'d OtMlldtt!!eUS/ 5 Admlss {oumbflt. str.,.., and apt. ƒ ' do no .) See lnslructlons. ROQlM!et'1 name and addn!ss f()jl(lonal) 8 City, ""''"• 8"d ZIP eode 7 List acocu,1rum - lopliOnll Ŷ ::,,i T a xp a yer Identification Number (TIN) Enter yoor TIN in the approp,late box. TheT IN provided ml'St match the name given on line l to avoid I Soclal socuri ly number I backup wrlhholdln . g For Individuals. this ,s generally your social secumy number (SSN). However, for a - - resident allen. sole proprei tor , or dJSregarded entity. see lhe Instructions for Part I, tater. For other enlltJeS. It ls your emp r ldentihcatlon number (EIN). I f you donol have a number. see How to gel a ,. . .._, , TIN, later. o r r ":: - - , - ..,.., - ,, ,, - .,,.. - - ,. - - - - , Note : If the account ,s ,n more than onenan,e, see thelnstr \ JC1forrs for llne 1. Also see What Name Md l!mployor ldenllf loallon numbe r Nvmber To Give the F/4queSter for guldellnes on whose number to enter . Certi f ic a t i on Underpenalties of perjury. I certify that: 1. The number Shown on thls form JS mycor r ect 1axpayer ident i ficat,onnumber (or I am wal1.,g f0< a numoo, to be Issued to me); and 2. I am not subjeC1to backup Wlthholding because: (a) I am exempt frombaclOJp wilhholding , or {b) I have not been notified by the Internal Reve<1ue Service ( I RS)!hat I amsubject t o backup wlihholding asaresutt or a failure10repQn all Interest or dividends, or (c ) the IRS hasnotified me that I am no longer subject to backup withholding; and 3. I ama U.S. citizen or other U . S. person (daflned beiowj; and 4. The FATCA code(s) entered on this form ( If any) lndrcating thet I amexempt from FATCA repon,ng Is c:orreot . Certiflcalion lnstruclions. You must crossoutItem 2 above II you have been notified by the IRS that youarecurrently subject lo bael(up wlthholdi'IQ because )'OU h1M1 r8Jled to report oilrnlllrest end dM<lends on your tax return. For real estate tran sae11on&, Item 2 does notallflly. For mongage Interest peid, acquisition or abandonment of secured p,operty, cancetlallon ordebt, contributions to an lndlviduDI rourement amingement ORAi, and gene,ally, payrnenlS other than inlM!St and div i dends , you are notrequired l o sign the certificauon.but )'OU mU$1prolli<» )'OUt corr.ct T I N . 5<18 the i nstructions for Part II,later . Sign Here I Si9naturo or u .s. .,....on Ź Date Ź G ene r a l In s t ru c ti on s Sectlon references are to the lmemal Revenue Code unless othe<wlSe noted. Future developmen t s . F0< the latest informat,on about developmen t s related to Form W - 9 andIts ins tn,ctlons. such aslegislation enaC1ed alter they were pub l ished,go to www.lrs.govF/ ormW9 . P urpose o f F orm An Individual or entity (Fonn W•9requeste<) wt,o Is required to file an i nfonnation return with Iha IRS must ob1alnyour correC1 taxpayer ldentiflcati0t1number (TIN) which may be your social security numbe r (SSN), ind1Vic:klal taxpayer Identification number (rTIN), adoption tax . payerIdentificationnumber (ATIN), or employer I dentifci ationnumber (E:IN). to report on an lnfonnation return theamount paid to you, ot other amount reportable on an in f ormationreturn. Examples ol lnlonnatlon returns,nciude. but are not lmlted to, the follow ing. • Form I099 - INT (Olteres t earned or paid) • Form 1099 - 0111(dlvtdends, Including those from atoekS or mutua l funds) • Form 1099 - MISC (various typos of Income . privis.awatds, 0< gross proceeds) • Form 1099 - 8(stoc k or mutual fund sales and certain other trenaactlons by bro k ers) • Form 1099 - S (proceeds from reelestate transactions) • Form 1099 - K(merchant card andthwdparty network trllnsactlons) • Form 1098 (home mongage Inte res t), 109S·E (student loan Interest). 1098 - T (1u l a on) • Form l 099.C (canoe ltd dtbt) • Form 1099 - A (acqu,slllon or abandonmeot ot securedprope<ly) useForm W •9 only II you area U.S.person Qncllld.ing a resident alien), to provide your CQffect TIN. If you cto not return Fotrn W - 9 10 I/le requester wdh a TIN, you m/9111 be sr,t,ject to l:>BClrup withholding. See What Is backup wtthholdlng. tater. ca t . N o . 1 0231 x Fonn W - 9 (Rev . 10 - 2018)

Paoo 3 Crim i nal permlly for fallifyinu information. Wilfllly bloify,ng - blleatlons o, 11lttm.ibon8 may subject you to crimlNI lncfudlng ._ attd/01lmp,,sonmtt1L Mi - • o f TJ N t, . I f th 9 n>quelltr diadoM a or ... TIN . ,n \ liol.ltio n of 1 - •llow. lho• may b9 ..ibjoc:t l o c:, \ 'il and crimonw 1)911 - Specif ic I n structio n s U n e 1 You m111t e111M one of Ille lollow,ng on Ihle tiw. do n ot lffv• l . hil lne blank. The,_ aholM ma.leh th• name on 'fO'Jl tall r•tum. If ltlilForm W • 8 It IOI11 jOlnt account ( Olhlr!NII an OCC4Unt ffllil'UlMd by • JOfev, linwlciallnablullonIFfll).t..i Int. and II - , circle. the,..,,,. of th• penon or em,1y whoH number )'OIi •nt•ed in Patt I of FormW , 8 Uyou ate po<Wld,ng Form W - 9 IO an FFI todoci.m«tt o )Otrll aocount. - h hOlder of tht - nt that • a U.S . perton m11'1 pro - ,de a Form W•II . L lnc : 11 \ /lduat . Go - 1111 \ 1 . • ntor Iha namo atiown on your lllX 1 , 11 rn II you dlan d your last n . im . Wllhoiil inlorffing lhe Soc,al Secl#ily Admril 1 rlllon (SSA) of lht, .. ,, .. dlange , . , . ,,er your firll name . 1 ht IIIJI name as lhown on you, : . - 1 NaKlly co,d, and your - new lall ,_,,, . _ No!At : ITI N a.ant Enl• your k,d1vklu.>l...,,,. at WU Wll«ed on your Form W 7 opplletll,C , )n lin. ta, Th,. lhOll!d .ito be lht 11m• at tilt name you ,mered on lht Fotm 104(){t040A/1040EZ you f"9d Wllh your apploclilon. b Solo iwoprle tor or a,ngle , membor U . C . Enttt you, : lndMoUII name M llllown on)'OlK 104 <V 1040 A/ 1040 EZ on fine I . Yt>u may MUI yourbYeinea . era . er • doing bla>N 1 _ . (D 8 All'IIW'M on in<I 2 . c. Pa,tn.,. hlp , LLC lhat II no t • t l ngle - mombor I.L , C C cor po, etlon , or S corponidon. Enter tilt ent,cy't NWM M 1hown on !he onbly Ŷ Ill)( rtlurn on line I and IJl'f bu - . - lrade, er DBA """18 on llne 2. d 011>.. - ..,dd01,. Entt<V - nMM ••hown on required U.S. tldetal 18'1 doc:urnenla on ine I . Thia,,..,. ahould match the name ahown on Ille ohalW o, olh« legal doc.,,,_ t crtllbng the Wltity . You mrt •nw ony -- .1rado. c, OBA narr - .on lone 2 • · Olv898rded enti ty . Fo, U.S. t tdn w an ent,ly tNt • cfitre9ardtd •e., enbty - nte from ,ta a,,,_ I, trNIAtd u a ·d• dtd otlbty .• Ste ReglAatlonueetion 301 . 7701 - 2(e}(2)C,i) . Entt1 the owntr't n:wnt on •ne 1 . Tht name ol lht en1,y...,..,td on n 1 "10IAd ,.._ bt D d•tglt'o.d tnl ly . TIit - on ltne 1 5hould bt tht name thown on the lnoome w ren,m on which tht 1ncom. thould be roporttd. For axomple. d a lor•9'LLC that i Ŷ lreatad n • 0 11<1,; Ŷ ded - ty for U.S l«leral tax I'll' hlls u.,glt o....,.,.. thllt hi• U . S 1)4t!lon . the US ow - •• - •• td IObt poO \ oid.clonlll'lt 1 , lt tht di'oet ownt< of tt.. tnll(y ,s llso a dosregtWded enltly, onte, tht rot - tllal • net dhlrega,ded fc, ttdwal tall p,.,poses Ent• Ille d. - .garded em,ty's name on ltn. 2. •Busn,ss nntM/dloregardad enbty nam..• II lht - o tl l Mt ... - egarotd tnltty Is a lor11gn P4t.on . 0 - fflU6 I complol t an app,oprlat • Fo, m W • 8 Inti.a d o l a Fo, m W - 9. lhsllllht caH even If the fortilJ'P4'410n h3s oU.S ll N Line 2 IIyou t,aw • bualMM """"'•trade name , OBA nnmt . 0t uagrdtd entity ,..,,.._ you rrwtt entt1 It on line 2 . Une3 Chod<Iha app,opnait boX on hnU fOf U . S lt<Wol tax c:lultf1COuon ol tht per - , wlloee name ii .,.,,.,ad on tine 1 Chee k ont bo• ƒ " ltM 3 - IF tho •nllty/ponoon on lne 1 1• ll(n) ... - • Corl)O(Mlon THEN choc k lho b o x fo, ••. Corpcrll,ot'I • l rd h•d • SoleproprMttorlhip. o, • S,nglt - mamb6r lirn, t td oornpm,y (I.LC) owMd by an IN!Mdual Ind d,mga,dod let U . S . ltdoraltlll<purpoNS. lnciYiduaVtote proprietor or tinoie -- mtmbGrlLC • UC trNltd aa a por1nor$htp tor U S ftlltrll tax purpc>Mt. • LLC that NS tiled fo,m 8832 0t 25$3 1 0 be 18'1td AS a COll)Oflllon. 0( Llmilad llablftly oomparty aftd ent.01 1Mapp!Opria!e tDX clasarflcat>OI \ . (P• P.v - thlp, CaC co,po,allon; or Sa S cotpOtll! • LLC thal It cMrtgrdtd Al an tnltty tepll'ate fromIts o - but tht - ,a another UC !NI II net di Ŷ r1garded lo, U . S . l edt<ll WC • Partrwshlp Parowuilp • Tl'UIV.. late TrutVeslall Line 4, Exemptions II '/OU we • x tl'lll)Itom becl<up w \ lN>old,ng and/cw FATCA rapor11ng. enter ,n tht apprcp,11141 on • ne .t any codt(ljlhat may IPP')r to )'OU. Exempt P'Y.• code . • Ganoraly , indovidua 6"<:lud,ng tolt prOl)ttttora) re ne t • • - Pl from bac"' - 'P wi1hholofng • ,.. p,OY!dod btlcw, corpor•bo"' er• utmpt lrom P w,thhOlcffig to, certOln peymenta. includ"1g lnteoffl and dMdendt • Corpora,ons at• not exampt trom backup wlthhokMg tor payments In Mlllamtnt of payment wd Of llwd parly nelWOrlc lUIJWaCliO,... • Co,porai,on,a an not eumpt trom bac k up wlthholding w,lh re,;pect to oll« neys ' ,_ or gross pr p4Jd 10 &tt0tneys. and eorpor a boM 1h11 p<ovlde medical or hNlth car• ee,vic. are not txtmpt w,tt, r - .p to ptymtnll reportable on F0tm t IJSC . The follOWWIQ oodts tde,,lily payttl t t ilr• tMmpl horn b;idwp w,thhOldc,g. Enter I/It app,oproalt 1n the $pa« 1n Unt 4 . 1 An Oflll"IZD! , on exempt lrom true under HCltion 501(.a). arPJ I RA. o, a cuatodlll account und« Mellon )(7) W Ille accoum aat1$1tff lht rtq \ lrtmonts of stct,on401(1)Q) 2 Thi United Sllu• or - any of itt agencie Ŷ or instrumentlliDN 3 - A lt nlt , Iha 0...Ct ol Cdumboa, a U .S. oom h Of 0t lf'I'/ ot tht,ir pol,t.oCll 8'lbdMtlonl orinlln.tmtni.fl.ee 4 - A lortigngovw - t c, any ol 118 pol,tlcal aubd"' - agencies. Of ,natru,nentll),t,es 5 - A eorporallon 6 - A dealerIn aecu - i" orcommod,t!U required to • i the Untied Sia:es.1M OISlrlCt ol Columbia. o, a U.S. convnonwea.'11 \ er poueas,on 7 - A IUlll• OOtlVTllteion merehMt registered with !ht Commo6ty Futur.. Tridng Commi151on 8 - A 1N1 eatelt lnllttnntnt 11 \ 1111 8 - Anentity reg,a - atall ti,,.a dumg lilt tu year under the ,,,_._,,.Company Act ol 1940 10 - A common trLllt lund opMaled by a bank undet aec1JOn 5&4{a) 11 - A n,nc:Ql snstotutlon 1 2 - A rroddt.man i.no,m ir, t he -- =m.nt convnunity u a nomtnM o, eusloct., 1 3 - A 11' \ 111 &Ump t fro m t u under - " ƒ " 684 o, delctibe d ln - n 4947

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Th l e S doee no1"'11.a1e COl'IUICG W. - .h WC Via tmaM. Also. lhe IRS don nol r porwona1 detailed .,fctmation t!Yougl, email e< uk taxpayers IOt the PIN . - ..mt>en. pauworda. or llmlar aecret accen i n!e<mauon for lhw credil - d, bank. o, olher l,no,,clal oecoun11. I f you,_ , a n UllilCIIClto d - dalffll'l g 10 bit tra m lhe IRS, IOIW•d lhoa mHaagt lo ph,shingO,r&g. av . You may also report miluH of ti,. IRS name, logo, c, othe, IRS p,operty10 ihe Treawy lnepecte< <> - I I l e < T a x Adtlwllstrabo n ( TIGTA ) at 1 Yo u .:.n IOIW#d - ,,ldousema,1$ IO the Fldlfal TradeC<>mmlsslon at and Pub. 5027 . .,..nie,.,c.,govo, roport !hem• www . (le.gav /t:OmPlfflt You can conuc11116 FTC at www.m . gavlld:Mfi o, 877 - IO'!HfFT (877 -- 438 - 4338). I f you haw bt111 lhe vlcrum of IINf'IIIIY thefl.... www.ldlntd)'Thell f10V 1/1111 www.n.gov/ld<tnrlt/Thtl l t o IWn mo, • ebou l ldenlil y IMfl and ho \ Ytor6du..yo<sriak. Privacy A c t Noti ce Seciion 8109 of lht Internal Ae""nue Cod• t6ql.WOS you 10 p,ovlde )'Oi,I' CortKl TIN 1 0 ,.......,,. jlnclud"1g fede,ol agtnciM) who are t6qu.r6d to r,te lnlOtmatJon reu. - . wllh the I RS to repon lnarelt, dMdencll , or - n ollw •nc.otn41 paid to you; lnt•MI you pMI; 1h41 aoqu,sit>on o, al>endcft.. - 1 ol aecu r 6d ptop«ty; the c:anc:.ilauon of CHbl. o, contlblll,one you made lo 81 \ AA Atch.. - MSA. o, tiSA. The ,..son ung cha lc,m uaea lhe informat,on on ihe bm 10 filt in!O<m111on ,.11.rna ,Yilh ihe IRS , reponlt>g lhe abo<1 ,nforma11on Rou:ino u.. , of Iha information oncludt giving il ro !he Oepartmtnl of Jusllc, le< CNf &nd cnmnal I t,galion and to oi.s, statts. the o.u.ct of Cdumb'3 . an d u. s oomrnonwtalths an d ,. , u u In admlnisttMg lhtk leW$. The ,nfC<mallOtl also may bt Cll9tlosed 10 other CO<Jnlr16S under• lf681y, 10 fed«el arod a1a1a agenoae 10 e,,to,ce civ1 and crlmmal law.. or 0 1 fede,... law "'11crotmer1l Md lntt1Q119nu agonc.. to combat \ .,.,,am . You musl p,Oloidt Vo<' TIN WNlhOC' or not you., , 1equ,.cl t o lilt • tax roWrn Uncle , teelto n 340&, p,,yera mull l/lhold a pe,c: 11,ge of IUablt1nt11• dNldtnd, 81 \ d c..u.n othet peymenu to• PIY"who does not give• TIN to Iha pa yw . Ctrtan penalliu ffiJr1 alao apply for ptOYldlr>g,.,., ot ,._thnl lnlorm1110n

Name(s) and Address(es) of Registered Holder(s) of Warrants		Number of Warrants Tendered


		Total:

Name of Tendering Institution:

Account Number:

Transaction Code Number: