Exhibit 4.2


 


UNIT PURCHASE OPTION


 


THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION
BY ITS ACCEPTANCE HEREOF, AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE
OPTION WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT,
OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS UNIT PURCHASE OPTION OR THE SECURITIES EVIDENCED BY
THIS UNIT PURCHASE OPTION, FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN TO ANY MEMBER PARTICIPATING IN THE OFFERING AND THE OFFICERS OR PARTNERS THEREOF, IF ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT
TO THE LOCK-UP RESTRICTION SET FORTH ABOVE FOR THE REMAINDER OF THE TIME PERIOD.


 


DIRECT DIGITAL HOLDINGS, INC.


UNIT PURCHASE OPTION


 


FOR THE PURCHASE OF 70,000 UNITS


EACH UNIT CONSISTING OF ONE SHARE OF COMMON
STOCK 

AND ONE WARRANT TO PURCHASE COMMON STOCK


 


AND


 


FOR THE PURCHASE OF 10,500 ADDITIONAL
WARRANTS TO PURCHASE

 COMMON STOCK THAT ARE NOT INCLUDED IN THE UNITS


 


Unit Purchase Option No.: 2


Number of Units: 70,000


Number of Additional Warrants (not included in the Units): 10,500


Date of Issuance: February 15, 2022 (“Issuance Date”)


Date of Commencement of Sales Pursuant
to the


      Underwriting
Agreement: February 10, 2022


      (“Sales Commencement Date”)


 






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DIRECT DIGITAL HOLDINGS, INC.
(THE “COMPANY”) HEREBY CERTIFIES THAT, in consideration of $50.00 duly paid by or on behalf of all of the recipients
of Unit Purchase Options, Roth Capital Partners, LLC (“Holder”), as registered owner of this Unit Purchase Option (“Unit
Purchase Option” or “UPO”), Holder is entitled, at any time or from time to time commencing on the “Commencement
Date,” which shall be the effective date (the “Effective Date”) of the Company’s registration statement
on Form S-1 (File No.: 333-261059) (the “Registration Statement”) pursuant to which units (each unit consisting
of one share of the Company’s Common Stock (“Share”), and one Warrant of the Company) are offered for sale to
the public (the “Offering”) by and at or before 5:00 p.m., Eastern Time, on the fifth anniversary of the Effective
Date (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, (i) up
to 70,000 units (the “Units”), each Unit consisting of one Share and one Warrant of the Company and (ii) up to
10,500 additional Warrants not included in the Units. The Warrants (both those included in the Units and those that are not included in
the Units) will be identical to the Warrants included in the Units offered to the public by the Company pursuant to the Registration Statement.
If the Expiration Date is a day on which banking institutions are authorized by law to close, then this UPO may be exercised on the next
succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company
agrees not to take any action that would terminate the UPO. This UPO is initially exercisable at (i) $6.60 per Unit (or 120% of the
public offering price of the Units being sold in the Offering) so purchased and (ii) $0.012 per Warrant (or 120% of the public offering
price of the Warrants being sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5
hereof, the rights granted by this UPO, including the exercise price per Unit and per Warrant and the number of Units and Warrants to
be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial
exercise price or the adjusted exercise price, depending on the context. This UPO is one of the UPOs issued pursuant to (i) Section 3(e) of
the Underwriting Agreement, dated as of February 10, 2022, by and among the Company, The Benchmark Company, LLC and Roth Capital
Partners, LLC, as the Representatives of the several underwriters, if any, named in Schedule I thereto (the “Underwriting Agreement”)
and the Company’s Registration Statement. For the avoidance of doubt, references to “Units” shall include the Warrants
not included in the Units that may be purchased pursuant to this UPO, unless the context dictates otherwise.


 






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		1.	EXERCISE OF UPO.



 


(a)            Mechanics
of Exercise. Subject to the terms and conditions hereof, this UPO may be exercised by the Holder on any day on or after the date that
is 180 days after the Effective Date (the “Exercisability Date”), on one or more occasions, in whole or in part (but
not as to fractional shares), by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”) of the Holder’s election to exercise this UPO. No ink-original Exercise Notice shall be required, nor shall any
medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Within two (2) Trading
Days of the delivery of such Exercise Notice, if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of
this UPO, the Holder shall pay to the Company an amount equal to the applicable Exercise Price multiplied by the number of Units or Warrants
as to which this UPO is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available
funds (a “Cash Exercise”). The Holder shall not be required to surrender this UPO in order to effect an exercise hereunder;
provided, however, that in the event that this UPO is exercised in full or for the remaining unexercised portion hereof, the Holder shall
deliver this UPO to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day following
the date on which the Company has received the Exercise Notice (the date upon which the Company has received the Exercise Notice, the
 “Exercise Date”), the Company shall transmit by facsimile or email transmission an acknowledgment of confirmation of
receipt of the Exercise Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”).
The Company shall deliver any objection to the Exercise Notice on or before the second Trading Day following the date on which the Company
has received the Exercise Notice. On or before the second Trading Day following the date on which the Company has received the Exercise
Notice, provided the Aggregate Exercise Price has been received by the Company prior to such Trading Day, the Company shall, (X) provided
that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction
on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock and Warrants included in the
Units or such aggregate number of Warrants to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y), if the Transfer Agent is not participating in
the FAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by
overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of Shares and Warrants to which the Holder is entitled pursuant to such exercise.
Upon delivery of the Exercise Notice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Shares and Warrants with respect to which this UPO has been exercised, irrespective of the
date such Shares and Warrants are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such
Shares and Warrants, as the case may be. If this UPO is submitted in connection with any exercise pursuant to this Section 1(a) and
the number of Units or Warrants represented by this UPO submitted for exercise is greater than the number of Units or Warrants being acquired
upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after any such submission
and at its own expense, issue a new UPO (in accordance with Section 7(d)) representing the right to purchase the number of Units
and Warrants purchasable immediately prior to such exercise under this UPO, less the number of Units and Warrants with respect to which
this UPO has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight
delivery charges) that may be payable with respect to the issuance and delivery of Units or Warrants upon exercise of this UPO; provided,
however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the
registration of any certificates for Shares, Warrants or UPOs in a name other than that of the Holder or an affiliate thereof. The Holder
shall be responsible for all other tax liability that may arise as a result of holding or transferring this UPO or receiving Units upon
exercise hereof.


 


(b)            Exercise
Price. For purposes of this UPO, “Exercise Price” means (i) with respect to the Units, $6.60 per Unit, subject
to adjustment as provided herein, and (ii) with respect to the additional Warrants not included in the Units, $0.012.


 


(c)            Company’s
Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within five
(5) Business Days of the Exercise Date certificates for the number of Shares and Warrants to which the Holder is entitled and register
such Shares and Warrants on the Company’s share and warrant register, or to credit the Holder’s balance account with DTC for
such number of Shares and Warrants to which the Holder is entitled upon the Holder’s exercise of this UPO, and if on or after such
Trading Day the Holder purchases, or another Person purchasers on the Holder’s behalf or for the Holder’s account (in an open
market transaction or otherwise) Shares and Warrants to deliver in satisfaction of a sale by the Holder of Shares and Warrants issuable
upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within three (3) Business Days
after the Holder’s written request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal
to the Holder’s total purchase price (including brokerage commissions, if any) for the Shares and Warrants so purchased (the “Buy-In
Price”), at which point the Company’s obligation to deliver such certificates (and to issue such Shares and Warrants)
shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Shares
and Warrants and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such
number of Shares and Warrants, respectively, times (B) the Weighted Average Price (as reported by Bloomberg) of the Shares and Warrants,
respectively, on the date of the event giving rise to the Company’s obligation to deliver such certificates.


 






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(d)            Cashless
Exercise. In lieu of the payment of the Exercise Price multiplied by the number of Units or Warrants for which this UPO is exercisable
(and in lieu of being entitled to receive Units) in the manner required by Section 1(a), the Holder shall have the right (but not
the obligation) to convert any exercisable but unexercised portion of this UPO into Units or Warrants (the “Conversion Right”)
as follows:


 


(A)           Upon
exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price
in cash) that number of Units or Warrants equal to the quotient obtained by dividing (x) the Value of the portion of the UPO being
converted by (y) in the case of the Units, the combined Current Market Price of a Share and a Warrant or, in the case of the Warrants
not included in the Units, the Current Market Price of a Warrant.


 


(B)           The
 “Value” of the portion of the UPO being converted shall equal the remainder derived by subtracting (a) (i) the
Exercise Price multiplied by (i) the number of Units or Warrants underlying the portion of this UPO being converted, from (ii) in
the case of the Units, the combined Current Market Value of a Share and a Warrant multiplied by the number of Units underlying the portion
of the UPO being converted or, in the case of the Warrants not included in the Units, the Current Market Value of a Warrant multiplied
by the number of Warrants underlying the portion of the UPO being converted.


 


(C)           As
used herein, the term “Current Market Value” per Unit or Warrant at any date means the remainder derived by subtracting
(x) the exercise price per Unit or Warrant from (y) in the case of the Units, the combined Current Market Price of a Share and
a Warrant or, in the case of the Warrants not included in the Units, the Current Market Price of a Warrant.


 


(D)           The
 “Current Market Price” of a Share or a Warrant shall mean (i) if the Shares or Warrants are listed on a
national securities exchange or quoted on the OTCQB or OTCQX (or any successor exchange or entity), the closing or last sale price
of the Shares or Warrants (as applicable) in the principal trading market for the Shares or the Warrants on the last trading day
preceding the day in question as reported by the exchange, the OTCQB or OTCQX, as the case may be; (ii) if the Shares or
Warrants are not listed on a national securities exchange or quoted on the OTCQB or OTCQX, but are traded in the residual
over-the-counter market, the closing bid price for the Shares or Warrants (as applicable) on the last trading day preceding the date
in question for which such quotations are reported in the “pink sheets” published by OTC Markets Group Inc. or similar
publisher of such quotations; and (iii) if the fair market value of the Shares or Warrants cannot be determined pursuant to
clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.


 






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(E)           The
Cashless Exercise Right may be exercised by the Holder on any business day on or after the Exercisability Date and not later than the
Expiration Date by delivering the UPO with the duly executed Exercise Notice attached hereto with the cashless exercise section completed
to the Company, exercising the Cashless Exercise Right and specifying the total number of Units or Warrants the Holder will purchase pursuant
to such Cashless Exercise Right.


 


(e)            Rule 144.
For purposes of Rule 144(d) promulgated under the Securities Act of 1933, as amended, as in effect on the date hereof, assuming
the Holder is not an affiliate of the Company, it is intended that the Units or Warrants issued in a Cashless Exercise shall be deemed
to have been acquired by the Holder, and the holding period for the Units or Warrants shall be deemed to have commenced, on the Issuance
Date.


 


(f)             Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Units or Warrants, the Company
shall promptly issue to the Holder the number of Units or Warrants that are not disputed.


 


(g)            Beneficial
Ownership. The Company shall not effect the exercise of this UPO, and the Holder shall not have the right to exercise this UPO, to
the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own
in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person
and its affiliates shall include the number of shares of Common Stock and Warrants issuable upon exercise of this UPO with respect to
which the determination of such sentence is being made, but shall exclude shares of Common Stock and Warrants which would be issuable
upon (i) exercise of the remaining, unexercised portion of this UPO beneficially owned by such Person and its affiliates and (ii) exercise
or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its
affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). For purposes of this UPO, in determining the number of outstanding shares of Common
Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (1) the Company’s
most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission,
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of
the Holder, the Company shall within two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this UPO, by the Holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum
Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not
be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease
will apply only to the Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation.


 






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2.             ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF SHARES. The Exercise Price and the number of Units and Warrants shall be adjusted from time to time
as follows:


 


(a)           Voluntary
Adjustment by Company. The Company may at any time during the term of this UPO reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(b)           Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock
split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding shares
of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately
reduced and the number of Units and Warrants will be proportionately increased. If the Company at any time on or after the Issuance Date
combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of Units and Warrants will be proportionately decreased. Any adjustment under this Section 2(b) shall
become effective at the close of business on the date the subdivision or combination becomes effective.


 


(c)           Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights), then the Company’s
Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Units and Warrants so as to protect the
rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease
the number of Units or Warrants as otherwise determined pursuant to this Section 2.


 


3.             RIGHTS
UPON DISTRIBUTION OF ASSETS. If the Company, at any time while this UPO is outstanding, shall distribute to all holders of Common
Stock (and not to the Holders) evidences of its indebtedness or assets (including cash and cash dividends) or rights or UPOs to subscribe
for or purchase any security other than the Common Stock (including, without limitation, any distribution of cash, stock or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction), then in each such case the Exercise Price per Unit shall be adjusted by multiplying the Exercise Price in effect immediately
prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator
shall be the Weighted Average Price determined as of the record date mentioned above, and of which the numerator shall be such Weighted
Average Price on such record date less the then per share fair market value at such record date of the portion of such assets or evidence
of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith.
In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness
so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution
is made and shall become effective immediately after the record date mentioned above.


 






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		4.	PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.



 


(a)            Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class
of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of
Common Stock acquirable upon complete exercise of this UPO (without regard to any limitations on the exercise of this UPO) immediately
before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 


(b)            Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in
writing (unless the Company is the Successor Entity) all of the obligations of the Company under this UPO in accordance with the
provisions of this Section (4)(b) pursuant to written agreements in form and substance reasonably satisfactory to the
Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each
holder of the UPOs in exchange for such UPOs securities of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this UPO, including, without limitation, adjusted exercise prices equal to the values for the Units
and Warrants reflected by the terms of such Fundamental Transaction, and exercisable for a corresponding number of units and
warrants of securities equivalent to the shares of Common Stock and Warrants acquirable and receivable upon exercise of this UPO
(without regard to any limitations on the exercise of this UPO) prior to such Fundamental Transaction, and reasonably satisfactory
to the Required Holders. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this UPO referring to the
 “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under this UPO with the same effect as if such Successor Entity had been named as the
Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder
confirmation that there shall be issued upon exercise of this UPO at any time after the consummation of the Fundamental Transaction,
in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the UPO
prior to such Fundamental Transaction, such shares of the publicly traded common stock or common shares (or its equivalent) and
warrants (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to
receive upon the happening of such Fundamental Transaction had this UPO been converted immediately prior to such Fundamental
Transaction, as adjusted in accordance with the provisions of this UPO. In addition to and not in substitution for any other rights
hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled
to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate
Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive
upon an exercise of this UPO at any time after the consummation of the Corporate Event but prior to the Expiration Date, in lieu of
shares of Common Stock and Warrants (or other securities, cash, assets or other property) purchasable upon the exercise of this UPO
prior to such Corporate Event, such shares of stock, securities, cash, assets or any other property whatsoever (including UPOs or
other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Corporate
Event had this UPO been exercised immediately prior to such Corporate Event. Provision made pursuant to the preceding sentence shall
be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this Section 4(b) shall
apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied without regard to any
limitations on the exercise of this UPO.


 






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(c)            Applicability
to Successive Transactions. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied without regard to any limitations on the exercise of this UPO.


 


5.              NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this UPO, and will at all times in
good faith comply with all the provisions of this UPO and take all actions consistent with effectuating the purposes of this UPO. Without
limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable
upon the exercise of this UPO or the Warrants issuable upon exercise of the UPO above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this UPO, and (iii) shall, so long as this UPO is outstanding, take all action necessary
to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise
of this UPO and the Warrants issuable upon exercise of the UPO, 100% of the number of shares of Common Stock and Warrants issuable upon
exercise of this UPO then outstanding (without regard to any limitations on exercise).


 


6.             UPO
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this UPO, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this UPO be construed to confer upon the Holder, solely in such
Person’s capacity as the Holder of this UPO, any of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the Holder of the Shares which such Person is then entitled to receive upon the due exercise of this UPO. In addition,
nothing contained in this UPO shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise
of this UPO or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company.


 






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		7.	REISSUANCE OF UPOS.



 


(a)            Transfer
of UPO. If this UPO is to be transferred, the Holder shall surrender this UPO to the Company and deliver the completed and executed
Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company will forthwith issue and deliver upon the
order of the Holder a new UPO (in accordance with Section 7(d)), registered as the Holder may request, representing the right to
purchase the number of Units being transferred by the Holder and, if less than the total number of Units and Warrants then underlying
this UPO is being transferred, a new UPO (in accordance with Section 7(d)) to the Holder representing the right to purchase the number
of Units and Warrants not being transferred.


 


(b)            Lost,
Stolen or Mutilated UPO. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this UPO, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary form and, in the case of mutilation, upon surrender and cancellation of this UPO, the Company shall execute and deliver to
the Holder a new UPO (in accordance with Section 7(d)) representing the right to purchase the Units and Warrants then underlying
this UPO.


 


(c)            Exchangeable
for Multiple UPOs. This UPO is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a
new UPO or UPOs (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Units and Warrants
then underlying this UPO, and each such new UPO will represent the right to purchase such portion of such Units and Warrants as is designated
by the Holder at the time of such surrender; provided, however, that no UPOs for fractional shares of Common Stock and no fractional Warrants
shall be given.


 


(d)            Issuance
of New UPOs. Whenever the Company is required to issue a new UPO pursuant to the terms of this UPO, such new UPO (i) shall be
of like tenor with this UPO, (ii) shall represent, as indicated on the face of such new UPO, the right to purchase the Units and
Warrants then underlying this UPO (or in the case of a new UPO being issued pursuant to Section 7(a) or Section 7(c), the
Units and Warrants designated by the Holder which, when added to the number of Units and Warrants underlying the other new UPOs issued
in connection with such issuance, does not exceed the number of Units and Warrants then underlying this UPO), (iii) shall have an
issuance date, as indicated on the face of such new UPO which is the same as the Issuance Date, and (iv) shall have the same rights
and conditions as this UPO.


 






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8.              NOTICES.
The Company shall provide Holder with prompt written notice of all actions taken pursuant to this UPO. Whenever notice is required to
be given under this UPO, unless otherwise provided herein, such notice shall be given in writing, will be mailed (a) if within the
domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid,
or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and (c) will
be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if
delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed and (iv) if delivered by email, upon electronic confirmation of receipt, and will be delivered
and addressed as follows:


 


		(i)	if to the Company, to:



 


Direct Digital Holdings, Inc.


1233 West Loop South, Suite 1170


Houston, TX 77027


Attn:  Mark
Walker, Chairman and Chief Executive Officer


Email: mwalker@directdigitalholdings.com


 


with a copy to:


 


McGuireWoods LLP


1251 Avenue of the Americas, 20th
Floor


New York, NY 10020


		Attn:	Stephen E. Older, Esq.

Rakesh Gopalan, Esq.

David S. Wolpa, Esq.






		Email:	solder@mcguirewoods.com 

rgopalan@mcguirewoods.com 

dwolpa@mcguirewoods.com



 


(ii)           if
to the Holder, at the address of the Holder appearing on the books of the Company.


 


9.              AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this UPO may be amended and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of
the Required Holders. Any such amendment shall apply to all UPOs and be binding upon all registered holders of such UPOs.


 


10.            GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This UPO shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without reference to the choice of law provisions thereof. The Company and, by accepting this UPO, the
Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the
United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this UPO and the transactions contemplated hereby. Service of process in connection with any such suit, action or
proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under
this UPO. The Company and, by accepting this UPO, the Holder, each irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this UPO, the Holder, each irrevocably
waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND,
BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS UPO AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 






    -10-


     


    

 


11.           CONSTRUCTION;
HEADINGS. This UPO shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person
as the drafter hereof. The headings of this UPO are for convenience of reference and shall not form part of, or affect the interpretation
of, this UPO.


 


12.           DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Units or Warrants,
the Company shall submit the disputed determinations or arithmetic calculations via email within two (2) Business Days of receipt
of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree
upon such determination or calculation of the Exercise Price or the Units or Warrants within three Business Days of such disputed determination
or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via email (a) the
disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the
Holder, which approval shall not be unreasonably withheld, or (b) the disputed arithmetic calculation of the Units or Warrants to
the Company’s independent, outside accountant. The Company shall cause the investment bank or the accountant, as the case may be,
to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten Business Days from
the time it receives the disputed determinations or calculations. The prevailing party (which, for purposes of this UPO, is the party
whose determinations or calculations is closest to those of the investment bank or the accountant, as the case may be) in any dispute
resolved pursuant to this Section 12 shall be entitled to the full amount of all reasonable expenses, including all costs and fees
paid or incurred in good faith, in relation to the resolution of such dispute. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 


13.           REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this UPO shall be cumulative and in addition to all other
remedies available under this UPO, at law or in equity (including a decree of specific performance and/or other injunctive relief), and
nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of
this UPO.


 


14.           TRANSFER.
Subject to applicable laws and the restrictions set forth in this paragraph, this UPO may be offered for sale, sold, transferred or assigned
without the consent of the Company. The Holder agrees that, pursuant to the Lock-Up Period (as defined below) contained in Rule 5110(e)(1) of
the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer, assign, pledge,
hypothecate or otherwise transfer this UPO (including any Shares and Warrants issued or issuable hereunder); provided that the following
will not be prohibited: (i) the transfer of this UPO or any Shares and/or Warrants to any member participating in the offering and/or
to its officers or partners, its registered persons or affiliates, if all transferred securities remain subject to the lock-up restriction
in Rule 5110(e)(1) for the remainder of the Lock-Up Period; (ii) the exercise of this UPO, if all securities received remain
subject to the lock-up restriction in Rule 5110(e)(1) for the remainder of the Lock-Up Period; or (iii) the transfer or
sale of this UPO or any Shares and/or Warrants to the Company in a transaction exempt from registration under the Securities Act of 1933,
as amended. As used herein, the term “Lock-Up Period” means the period beginning on the date of the commencement of
sales of the public offering contemplated by the Underwriting Agreement under the registration statement registering this UPO (the “Sales
Commencement Date”) and ending on the one hundred eighty day anniversary of the Sales Commencement Date. In addition, notwithstanding
the other terms of this UPO or any agreement between the Company and the Holder, the Holder agrees that, as required by FINRA Rule 5110,
(i) this UPO may not be exercised more than five years from the Sales Commencement Date; (ii) the Holder shall not have more
than one demand registration right at the Company’s expense; (iii) the Holder shall not have the right to demand registration
of this UPO or the Units or Warrants more than five years after the Sales Commencement Date; (iv) the Holder shall not have the right
to piggyback registration with respect to this UPO or the Units or Warrants more than seven years from the Sales Commencement Date; (v) this
UPO may not have anti-dilution terms that allow the Holder and related persons to receive more shares or to exercise at a lower price
than originally agreed upon at the time of the Offering, when the public shareholders have not been proportionally affected by a stock
split, stock dividend, or other similar event; and (vi) this UPO may not have anti-dilution terms that allow the Holder and related
persons to receive or accrue cash dividends prior to the exercise or conversion of the security.


 






    -11-


     


    

 


15.           CERTAIN
DEFINITIONS. For purposes of this UPO, the following terms shall have the following meanings:


 


		(a)	“Bloomberg” means Bloomberg Financial Markets.



 


(b)           “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(c)           “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and
last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market
begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may
be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing
bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security
is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively,
of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no
closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the
ask prices, respectively, of any market makers for such security as reported in the “pink sheets” published by OTC Markets
Group Inc. or similar publisher of such quotations. If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security
on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security
on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(d)           “Common
Stock” means (i) the Company’s shares of Class A Common Stock, par value $0.001 per share, and (ii) any
share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common
Stock.


 






    -12-


     


    

 


(e)           “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.


 


(f)            “Eligible
Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT, The Nasdaq Global Market or The Nasdaq
Global Select Market.


 


(g)           “Expiration
Date” means the fifth (5th) anniversary of the Exercisability Date or, if such date falls on a day other than a Trading Day
or on which trading does not take place on the Principal Market, or, if the Principal Market is not the principal trading market for the
Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded (a “Holiday”),
the next date that is not a Holiday.


 


(h)           “Fundamental
Transaction” means that the Company shall, directly or indirectly, in one or more related transactions,
(i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding a
migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another
Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than
the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or
party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or
(iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business
combination), (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person” or
 “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall
become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of
the aggregate ordinary voting power represented by issued and outstanding Common Stock.


 


(i)            “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(j)            “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent
Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(k)           “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


		(l)	“Principal Market” means The Nasdaq Capital Market.



 


(m)          “Required
Holders” means, as of any date, the holders of at least a majority of the UPOs outstanding as of such date.


 






    -13-


     


    

 


(n)           “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.


 


(o)           “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such
exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading
on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or
market, then during the hour ending at 4:00:00 p.m., New York time).


 


(p)           “Warrants”
means the Warrants (both those included in the Units and those that are not included in the Units) registered for offer and sale pursuant
to the Registration Statement.


 


(q)           “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the
official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is
the official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for
such security during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces
is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces
is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers
for such security as reported in the “pink sheets” published by OTC Markets Group Inc. or similar publisher of such quotations.
If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average
Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company
and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12
with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.


 


[Signature Page Follows]


 






    -14-


     


    

 


IN
WITNESS WHEREOF, the Company has caused this Unit Purchase Option to be duly executed as of the Issuance Date set out above.


 


	 	DIRECT DIGITAL HOLDINGS, INC.
	 	 
	 	 
	 	By: 	/s/ Mark D. Walker   
	 	Name:	Mark D. Walker
	 	Title:	Chairman and Chief Executive Officer



 






     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS 

UNIT PURCHASE OPTION TO PURCHASE COMMON STOCK


 


DIRECT DIGITAL HOLDINGS, INC.


 


The undersigned holder hereby
exercises the right to purchase [Units (“Units”)][Warrants (“Warrants”)] of DIRECT DIGITAL HOLDINGS, INC.,
a Delaware corporation (the “Company”) securities, evidenced by the attached Unit Purchase Option. Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Unit Purchase Option.


 


1.           Form of
Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


	 	 	a “Cash Exercise” with respect
to	 






[Units][Warrants];
and/or


 


	 	 	a “Cashless Exercise” with respect
to	 





[Units][Warrants].


 


2.           Payment
of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the [Units][Warrants]
to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price
in the sum of $                   to the Company in accordance with the terms of the Unit Purchase Option.


 


3.             Delivery
of Units. The Company shall deliver to the holder                              
[Units][Warrants] in accordance with the terms of the Unit Purchase Option and, after delivery of
such
[Units][Warrants],                           
[Units][Warrants] remain subject to the Unit Purchase Option.


 


Date:                                  ,
               


 


	 	 
	Name of Registered Holder 	 



 


	By:	 	 
	 	Name:	 
	 	Title:	 



 






    A-1


     


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


DIRECT DIGITAL HOLDINGS, INC.


 


(To assign the foregoing Unit Purchase Option,
execute this form and supply required information. Do not use this form to purchase Units or Warrants.)


 


FOR VALUE RECEIVED, the foregoing Unit Purchase
Option and all rights evidenced thereby are hereby assigned to


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)



 


	Dated: 	 	, 	 	 



 


	Holder’s Signature: 	 	 



 


	Holder’s Address: 	 	 



 


NOTE: The signature to this Assignment Form must
correspond with the name as it appears on the face of the Unit Purchase Option, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to
assign the foregoing Unit Purchase Option.


 






    B-1