Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

To Tender American Depositary Shares, each representing .05 of a common share
of
DOUBLEDOWN INTERACTIVE CO., LTD.
at
$18.00 Per American Depositary Share
Pursuant to the Offer to Purchase dated September 23, 2021
by

B. Riley Securities, Inc.,

a wholly owned subsidiary of

B. Riley Financial, inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
City TIME, ON OCTOBER 22, 2021 (ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME,
ON OCTOBER 21, 2021), unless the offer is extended.

The Depositary for the Tender Offer is:

American Stock Transfer & Trust Company, LLC

***If delivering by mail:

By 5:00 P.M. New York City time on the Expiration Date

American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219

***If delivering by courier:

By 5:00 P.M. New York City time on the Expiration Date

American Stock Transfer & Trust Company, LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, New York 11219

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary (as defined below). You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guaranteed, if required, and complete the IRS Form W-9 included in this Letter of Transmittal or an applicable IRS Form W-8, if required. The instructions set forth in this Letter of Transmittal should be read carefully before you tender any of your DDI ADS (as defined below) pursuant to the Offer (as defined below).

DESCRIPTION OF DDI ADS TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please Fill in, if Blank, Exactly as Name(s)Appear(s) on DDI ADS Certificate(s)) Please make any address correction below	DDI ADS Tendered (Attach additional signed list, if necessary)
☐ indicates permanent address change	DDI ADS Certificate Number(s)(1)	Total Number of DDI ADS Represented By DDI ADS Certificate(s)(1)	Total Number of DDI ADS Represented by Book entry (Electronic Form) Tendered	Total Number of DDI ADS Tendered(2)



	Total DDI ADS
(1) Need not be completed by holders tendering by book-entry transfer. (2) Unless a lower number of DDI ADS to be tendered is otherwise indicated, it will be assumed that all DDI ADS described above are being tendered. See Instruction 4. By signing and submitting this Letter of Transmittal you warrant that these DDI ADS will not be sold, including through limit order request, unless properly withdrawn from the Offer.

The Offer is being made to all holders of DDI ADS (other than BRF (as defined below) and its subsidiaries). Purchaser (as defined below) is not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by or not in compliance with the securities, “blue sky” or other valid laws of such jurisdiction. If Purchaser becomes aware of any U.S. state in which the making of the Offer or the acceptance of DDI ADS pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to a U.S. state law, Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, Purchaser cannot comply with any such law, the Offer will not be made to the holders of DDI ADS in such state.

This Letter of Transmittal is to be used by holders of DDI ADS, if certificates for DDI ADS (“DDI ADS Certificates”) are to be forwarded herewith or if delivery of DDI ADS is to be made by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), unless an Agent’s Message (as defined in Instruction 2) is utilized in lieu of this Letter of Transmittal, and in each case in accordance with the procedures set forth in Section 6 of the Offer to Purchase.

There are no guaranteed delivery procedures available with respect to the Offer under the terms of the Offer to Purchase or any related materials. Holders must tender their DDI ADS in accordance with the procedures set forth in the Offer to Purchase.

IF ANY OF THE DDI ADS CERTIFICATES THAT YOU OWN HAVE BEEN LOST OR DESTROYED,
SEE INSTRUCTION 11 OF THIS LETTER OF TRANSMITTAL

☐		CHECK HERE IF TENDERED DDI ADS ARE BEING DELIVERED HEREWITH.

☐		CHECK HERE IF YOU HAVE LOST YOUR DDI ADS CERTIFICATE(S) AND REQUIRE ASSISTANCE IN OBTAINING REPLACEMENT CERTIFICATE(S). BY CHECKING THIS BOX, YOU UNDERSTAND THAT YOU MUST CONTACT CITIBANK, N.A. TO OBTAIN INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 11.

☐		CHECK HERE IF TENDERED DDI ADS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (NOTE THAT ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN THE SYSTEM OF DTC MAY DELIVER DDI ADS BY BOOK-ENTRY TRANSFER):

		Name of Tendering Institution: __________________________________________________________

		DTC Account Number: ________________________________________________________________

		Transaction Code Number: _____________________________________________________________

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to B. Riley Securities, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of B. Riley Financial, Inc., a Delaware corporation (“BRF”), the above described American Depositary Shares (“ADS”), each representing .05 of a common share, par value W10,000 per share, of DoubleDown Interactive Co., Ltd., a South Korea limited company (“DDI”), pursuant to Purchaser’s offer to purchase up to 2,000,000 ADS of DDI owned by holders other than BRF or its subsidiaries (“DDI ADS”), at a purchase price of $18.00 per ADS, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 23, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). The undersigned understands that Purchaser reserves the right to transfer or assign in whole or in part from time to time to one or more of its affiliates the right to purchase all or any portion of the DDI ADS tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the undersigned’s right to receive payment for the DDI ADS validly tendered and not withdrawn pursuant to the Offer.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of the Offer as so extended or amended) and subject to, and effective upon, acceptance for payment of DDI ADS validly tendered herewith and not properly withdrawn prior to the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and interest in and to all DDI ADS that are being tendered hereby (and any and all dividends, distributions, rights, other DDI ADS or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints American Stock Transfer & Trust Company, LLC (the “Depositary”) as the true and lawful agent and attorney-in-fact of the undersigned with respect to such DDI ADS (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest in the DDI ADS tendered by this Letter of Transmittal), to (i) deliver DDI ADS Certificates representing such DDI ADS (and any and all Distributions) or transfer ownership of such DDI ADS (and any and all Distributions) on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such DDI ADS (and any and all Distributions) for transfer on the books of DDI and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such DDI ADS (and any and all Distributions), all in accordance with the terms and subject to the conditions of the Offer.

By executing this Letter of Transmittal (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of this Letter of Transmittal), the undersigned hereby irrevocably appoints Alan Forman and Phil Ahn and any other person designated in writing by Purchaser as the true and lawful agent, attorney, attorney-in-fact and proxy of the undersigned, each with full power of substitution, to the full extent of the undersigned’s rights with respect to the DDI ADS (and all Distributions) tendered hereby and accepted for payment by Purchaser, (i) to vote at any annual or special meeting of DDI’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all DDI ADS (and any and all Distributions) tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such DDI ADS for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such DDI ADS in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies, granted by the undersigned at any time with respect to such DDI ADS (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective).

Purchaser reserves the right to require that, in order for DDI ADS to be deemed validly tendered, immediately upon Purchaser’s acceptance for payment of such DDI ADS, Purchaser or its designees must be able to exercise full voting, consent and other rights with respect to such DDI ADS (and any and all Distributions), including voting at any meeting of DDI’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all DDI ADS tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by Purchaser, Purchaser will acquire good, valid and unencumbered title to such DDI ADS (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances, and the same will not be subject to any adverse claims. The undersigned hereby represents and warrants that the undersigned is the registered owner of DDI ADS tendered hereby, or the DDI ADS Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of such DDI ADS. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of any and all DDI ADS tendered hereby (and any and all Distributions). In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser all Distributions in respect of any and all DDI ADS tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of DDI ADS tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the DDI ADS unless and until DDI ADS are accepted for payment and until the DDI ADS Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of DDI ADS held in book-entry form, ownership of DDI ADS is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF DDI ADS, THE DDI ADS CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE OPTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH DDI ADS, DDI ADS CERTIFICATE(S) AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE DEPOSITARY HAS ACTUALLY RECEIVED THE DDI ADS OR DDI ADS CERTIFICATE(S) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. DELIVERY WILL BE DEEMED EFFECTIVE AND RISK OF LOSS AND TITLE WILL PASS FROM THE UNDERSIGNED ONLY WHEN RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned hereby acknowledges that delivery of any DDI ADS Certificate shall be effected, and risk of loss and title to such DDI ADS Certificate shall pass, only upon the proper delivery of such DDI ADS Certificate to the Depositary.

The undersigned understands that the valid tender of DDI ADS pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. Purchaser’s acceptance of such DDI ADS for payment will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions of any such extension or amendment). The undersigned recognizes that under certain circumstances set forth in the Offer, Purchaser may not be required to accept for exchange any DDI ADS tendered hereby.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all DDI ADS purchased and, if appropriate, return any DDI ADS Certificates not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of DDI ADS Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all DDI ADS purchased and, if appropriate, return any DDI ADS Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of DDI ADS Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all DDI ADS purchased and, if appropriate, return any DDI ADS Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such DDI ADS Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any DDI ADS tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC. The undersigned recognizes that Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any DDI ADS from the name of the registered holder thereof if Purchaser does not accept for payment any of such DDI ADS so tendered.

LOST DDI ADS CERTIFICATES: PLEASE CONTACT CITIBANK, N.A. TO OBTAIN NECESSARY DOCUMENTS TO REPLACE YOUR LOST DDI ADS CERTIFICATES.

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7)		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)
To be completed ONLY if the check for the purchase price of DDI ADS accepted for payment and DDI ADS Certificates not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned.		To be completed ONLY if the check for the purchase price of DDI ADS accepted for payment and DDI ADS Certificates not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above.
Name	_________________________________	Name	___________________________________
(Please print)			(Please print)

Address	_________________________________	Address	___________________________________
_________________________________________		___________________________________________
(Including Zip Code)		(Including Zip Code)
_________________________________________
(Taxpayer Identification or Social Security No.) (Also Complete IRS Form W-9 Included Herein)

	IMPORTANT DDI ADS HOLDER: SIGN HERE (PLEASE COMPLETE AND RETURN THE IRS FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL OR AN APPLICABLE IRS FORM W-8)

	Signature(s) of Holder(s) of DDI ADS

	Dated: __________________________

	Name(s) _______________________________________________________________________________
	(Please Print)
	Capacity (full title) (See Instruction 5) _______________________________________________________
	______________________________________________________________________________________
	Address _______________________________________________________________________________
	______________________________________________________________________________________
	(Include Zip Code)
	Area Code and Telephone No. _____________________________________________________________

	Must be signed by registered holder(s) exactly as name(s) appear(s) on DDI ADS Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by DDI ADS Certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.

	GUARANTEE OF SIGNATURE(S) (IF REQUIRED — SEE INSTRUCTIONS 1 AND 5)

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (i) if this Letter of Transmittal is signed by each registered holder (which term, for purposes of this Instruction 1, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of DDI ADS) of the DDI ADS tendered herewith, unless such registered holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on this Letter of Transmittal; or (ii) if such DDI ADS are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member of or participant in a recognized “Medallion Program” approved by the Securities Transfer Association Inc., including the Security Transfer Agents Medallion Program, the Stock Exchange Medallion Program and the New York Stock Exchange Medallion Signature Program, or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the U.S. Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. No alternative, conditional or contingent tenders will be accepted. In order for DDI ADS to be validly tendered pursuant to the Offer, the holder must follow one of the following procedures:

For DDI ADS held as physical certificates, the DDI ADS Certificates representing tendered DDI ADS, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal before the Expiration Date.

For DDI ADS held in book-entry form, either a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or an Agent’s Message in lieu of this Letter of Transmittal, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal, and such DDI ADS must be delivered according to the book-entry transfer procedures (as set forth in Section 6 of the Offer to Purchase) and a timely confirmation of a book-entry transfer of DDI ADS into the Depositary’s account at DTC (a “Book-Entry Confirmation”) must be received by the Depositary, in each case before the Expiration Date.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation that states that DTC has received an express acknowledgment from the participant in DTC’s systems tendering the DDI ADS that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Purchaser may enforce such agreement against such participant.

There are no guaranteed delivery procedures available with respect to the Offer under the terms of the Offer to Purchase or any related materials. Holders must tender their DDI ADS in accordance with the procedures set forth in the Offer to Purchase.

The method of delivery of DDI ADS, this Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering holder. DDI ADS will be deemed delivered (and the risk of loss of DDI ADS Certificates will pass) only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No fractional DDI ADS will be purchased. By executing this Letter of Transmittal, the tendering holder waives any right to receive any notice of the acceptance for payment of DDI ADS.

3. Inadequate Space. If the space provided herein is inadequate, DDI ADS Certificate numbers, the number of DDI ADS represented by such DDI ADS Certificates and/or the number of DDI ADS tendered should be listed on a signed separate schedule attached hereto.

4. Partial Tenders. If fewer than all DDI ADS represented by any DDI ADS Certificate and/or Book-Entry Confirmation delivered to the Depositary are to be tendered, fill in the number of DDI ADS that are to be tendered in the box entitled “Total Number of DDI ADS Tendered.” In such case, a Direct Registration Book Entry Statement for the remainder of DDI ADS represented by the old certificate will be issued and sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All DDI ADS represented by DDI ADS Certificates and/or Book-Entry Confirmation delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of DDI ADS tendered hereby, then the signature(s) must correspond with the name(s) as written on the face of such DDI ADS Certificates for such DDI ADS without alteration, enlargement or any change whatsoever.

(b) Holders. If any DDI ADS tendered hereby are held of record by two or more persons, then all such persons must sign this Letter of Transmittal.

(c) Different Names on DDI ADS Certificates. If any DDI ADS tendered hereby are registered in different names on different DDI ADS Certificates, then it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of DDI ADS Certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of DDI ADS tendered hereby, then no endorsements of DDI ADS Certificates for such DDI ADS or separate stock powers are required unless payment of the purchase price is to be made, or DDI ADS not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such DDI ADS Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of DDI ADS tendered hereby, then DDI ADS Certificates for such DDI ADS must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on such DDI ADS Certificates for such DDI ADS. Signature(s) on any such DDI ADS Certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any DDI ADS Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other legal entity or other person acting in a fiduciary or representative capacity, then such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted. Proper evidence of authority includes a power of attorney, a letter testamentary or a letter of appointment.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any DDI ADS to it or its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include U.S. federal, state, local or foreign income tax or backup withholding taxes). If, however, payment of the purchase price is to be made to, or if DDI ADS Certificate(s) for DDI ADS not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered DDI ADS Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, then the amount of any stock transfer taxes or other taxes required by reason of the payment to a person other than the registered holder(s) of such DDI ADS Certificate (in each case whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such DDI ADS purchased unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to DDI ADS Certificate(s) evidencing the DDI ADS tendered hereby.

7. Special Payment Instructions. If a check is to be issued for the purchase price of any DDI ADS tendered by this Letter of Transmittal in the name of, and, if appropriate, DDI ADS Certificates and/or Book-Entry Confirmation for DDI ADS not tendered or not accepted for payment are to be issued to, any person(s) other than the signer of this Letter of Transmittal, then the appropriate box on this Letter of Transmittal must be completed.

8. IRS Form W-9. To avoid backup withholding, a tendering holder that is a United States person (as defined for United States federal income tax purposes) is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on IRS Form W-9, which is included herein following “Important Tax Information” below, and to certify, under penalties of perjury, that such number is correct and that such holder is not subject to backup withholding of federal income tax, and that such holder is a United States person (as defined for United States federal income tax purposes). See the instructions enclosed with the IRS Form W-9 included in this Letter of Transmittal for more instructions.

Certain holders (including, among others, corporations) may not be subject to backup withholding. Foreign holders that are not United States persons (as defined for United States federal income tax purposes) should submit an appropriate and properly completed applicable IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such holders should consult a tax advisor to determine which Form W-8 is appropriate.

9. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of DDI ADS will be determined by Purchaser in its sole discretion. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. Purchaser and BRF also reserve the absolute right to waive any of the conditions of the Offer and Purchaser reserves the absolute right to waive any defect or irregularity in the tender of any DDI ADS of any particular holder, whether or not similar defects or irregularities are waived in the case of other holders. No tender of DDI ADS will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of Purchaser. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Purchaser shall determine. None of Purchaser, the Depositary, the Information Agent (as defined below), or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser’s interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions hereto) will be determined by Purchaser in its sole discretion.

10. Questions and Requests for Additional Copies. The Information Agent may be contacted at the address and telephone number set forth on the last page of this Letter of Transmittal for questions regarding the Offer and/or requests for additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. Additionally, copies of the Offer to Purchase, this Letter of Transmittal and other materials related to the Offer may be obtained at the website maintained by the Securities and Exchange Commission at www.sec.gov.

11. Lost, Destroyed or Stolen Certificates. If any DDI ADS Certificate representing DDI ADS has been lost, destroyed or stolen, then the holder should promptly notify Citibank, N.A. as transfer agent (the “Transfer Agent”), regarding the requirements for replacement. The holder will then be instructed as to the steps that must be taken in order to replace such DDI ADS Certificate(s). You may be required to post a bond to secure against the risk that the DDI ADS Certificate(s) may be subsequently recirculated. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. You are urged to contact the Transfer Agent immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely processing of this documentation. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen DDI ADS Certificates have been followed.

DDI ADS Certificates evidencing tendered DDI ADS, or a Book-Entry Confirmation into the Depositary’s account at DTC, as well as this Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message (if utilized in lieu of this Letter of Transmittal in connection with a book-entry transfer), and any other documents required by this Letter of Transmittal, must be received before the Expiration Date.

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a holder who is a United States person (as defined for United States federal income tax purposes) surrendering DDI ADS must, unless an exemption applies, provide the Depositary (as payer) with the holder’s correct taxpayer identification number (if applicable) on IRS Form W-9, a copy of which is included in this Letter of Transmittal. If the holder is an individual, then the holder’s TIN is generally such holder’s Social Security number. If the correct TIN is not provided, then the holder may be subject to a penalty imposed by the IRS and payments of cash to the holder (or other payee) pursuant to the Offer may be subject to backup withholding of a portion of all payments of the purchase price.

Certain holders (including, among others, corporations) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign holder to avoid backup withholding, such person should complete, sign and submit an appropriate IRS Form W-8 signed under penalties of perjury, attesting to his, her or its exempt status. An IRS Form W-8 can be obtained from the Depositary. Such holders should consult a tax advisor to determine which IRS Form W-8 is appropriate. Exempt holders, other than foreign holders, should furnish their TIN, complete the “Exempt payee” box on the IRS Form W-9 and sign, date and return the IRS Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the instructions enclosed with the IRS Form W-9 included in this Letter of Transmittal for additional instructions.

If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a holder. Backup withholding is not an additional tax. Rather, the United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS if required information is timely furnished to the IRS. See the instructions enclosed with the IRS Form W-9 included in this Letter of Transmittal for additional instructions.

NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL (OR AN APPROPRIATE IRS FORM W-8) MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE INSTRUCTIONS ENCLOSED WITH THE IRS FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN THE SPACE FOR THE TIN ON THE IRS FORM W-9.

The Depositary for the Offer is:

American Stock Transfer & Trust Company, LLC

***If delivering by mail:		***If delivering by courier:
American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219		American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219

Questions regarding the Offer and requests for assistance in connection with the Offer may be directed to D.F. King & Co., Inc., the information agent for the Offer (the “Information Agent”), at the address and telephone number set forth below. In addition, requests for additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials, may be directed to the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers call: (212) 269-5550
All others call Toll Free: (866) 207-2356
Email: ddi@dfking.com